Cheer Holding Receives Nasdaq Delisting Notice Subject to Hearing Request

Rhea-AI Summary

Cheer Holding (NASDAQ: CHR) received a Nasdaq notice on November 18, 2025 stating it is not in compliance with the Low Priced Stocks Rule (Listing Rule 5810(c)(3)(A)(iii)) after a closing bid price of $0.10 or less for ten consecutive trading days and with Listing Rule 5550(a)(2) after a sub-$1 closing bid for 30 consecutive business days.

Nasdaq determined to delist the Company's securities; Cheer Holding has until November 26, 2025 to request a Hearing Panel appeal to stay suspension. If no appeal is filed, trading would be suspended on December 1, 2025 and a Form 25-NSE would be filed to remove the listing. The Company intends to request a hearing and is considering options, including a previously shareholder-approved share consolidation from May 12, 2025.

Positive

• Company intends to request a Hearing Panel appeal by Nov 26, 2025
• Filing a hearing request will stay suspension and Form 25-NSE filing
• Share consolidation was approved May 12, 2025 as a compliance option

Negative

• Nasdaq determined delisting due to closing bid ≤$0.10 for 10 days
• Class A shares closed under $1 for 30 consecutive business days
• Trading suspension scheduled to begin Dec 1, 2025 if no appeal filed
• Form 25-NSE would remove securities from Nasdaq listing and registration

Insights

Corporate Listings Analyst

Nasdaq has determined to delist Cheer Holding due to sustained low bid prices; the company will appeal to stay listed.

Nasdaq notified the company on Nov 18, 2025 that its Class A shares traded at $0.10 or less for ten consecutive trading days, triggering the Low Priced Stocks Rule and a Delisting Determination. The notice also flagged non‑compliance with Listing Rule 5550(a)(2) after the closing bid stayed below $1 for 30 consecutive business days. The company must request a hearing by Nov 26, 2025 to stay suspension and potential removal.

The immediate business mechanism is regulatory: a timely appeal to the Nasdaq Hearings Panel will pause suspension and the Form 25‑NSE filing pending the Panel’s decision. Key dependencies include whether the Panel grants continued listing relief and whether the company can execute the previously shareholder‑approved share consolidation or alternative compliance measures before any final adverse ruling. Watch the hearing request by Nov 26, 2025, the Panel’s timetable and any concrete corrective actions such as the approved share consolidation; the near term horizon is days to weeks, with resolution tied to the Panel schedule.

       BEIJING, Nov. 21, 2025 (GLOBE NEWSWIRE) -- Cheer Holding, Inc. (NASDAQ: CHR) (“Cheer Holding” or the “Company”), a leading provider of advanced mobile internet infrastructure and platform services, today announced that on November 18, 2025, it received a notice (the “Notice”) from The NASDAQ Stock Market LLC (“Nasdaq”) notifying that the Company is not in compliance with Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stocks Rule”), as the Company’s Class A ordinary shares had a closing bid price of $0.10 or less for the last ten consecutive trading days. The Notice indicated that, as a result, Nasdaq staff determined to delist the Company’s securities from The Nasdaq Capital Market (the “Delisting Determination”).

      The letter also indicated that the bid price of the Company's Class A ordinary shares had closed at less than $1 per share over the previous 30 consecutive business days, and as a result, the Company is not in compliance with Listing Rule 5550(a)(2) (the “Rule”). Normally, a company is provided 180 calendar days to regain compliance with the Rule in accordance with Listing Rule 5810(c)(3)(A). However, Nasdaq determined that the Company's securities also had a closing bid price of $0.10 or less for ten consecutive trading days. Accordingly, the Company became subject to the provisions contemplated under the Low Priced Stocks Rule and Nasdaq had determined to delist the Company's securities from The Nasdaq Capital Market. The Company was provided until November 26, 2025 to request an appeal of the Delisting Determination to the Hearings Panel (the “Panel”). If the Company fails to request an appeal by November 26, 2025, trading of the Company's securities will be suspended at the opening of business on December 1, 2025, and a Form 25-NSE will be filed with the SEC, which will remove the Company's securities from listing and registration on The Nasdaq Stock Market.

       The Company intends to request such hearing to appeal the Delisting Determination before November 26, 2025, which will stay the suspension of the Company's securities and the filing of the Form 25-NSE pending the Panel’s decision.

       The Company is considering all potential options available to it to regain compliance with the aforementioned rules, including implementing a share consolidation previously approved by its shareholders on May 12, 2025 at its 2025 Annual General Meeting.

About Cheer Holding, Inc.

       As a preeminent provider of next-generation mobile internet infrastructure and platform services in China, Cheer Holding is dedicated to building a digital ecosystem that integrates “platforms, applications, technology, and industry” into a cohesive digital eco-system, thereby creating a new, open business environment for web3.0 that leverages AI technology. The Company is developing a 5G+VR+AR+AI shared universe space that builds on cutting-edge technologies including blockchain, cloud computing, extended reality, and digital twin.

       Cheer Holding’s portfolio includes a wide range of products and services, such as CHEERS Telepathy, CHEERS Video, CHEERS e-Mall, CHEERS Open Data, CheerReal, CheerCar, CheerChat, Polaris Intelligent Cloud, AI-animated short drama series, short video matrix, variety show series, Livestreaming, and more. These offerings provide diverse application scenarios that seamlessly blend “online/offline” and “virtual/reality” elements.

       With “CHEERS+” at the core of Cheer Holding’s digital ecosystem, the Company is committed to utilizing innovative product applications and technologies to drive its long-term sustainable and scalable growth.

Safe Harbor Statement

      Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, that the Company will be granted its request for continued listing   or be able to continue to have its Class A ordinary shares listed on The NASDAQ Stock Market. The Company is subject to a number of risks and uncertainties set forth in documents filed by the Company with the Securities and Exchange Commission from time to time, including the Company’s latest Annual Report on Form 20-F filed with the SEC on March 10, 2025. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Such information speaks only as of the date of this release.

For investor and media inquiries, please contact:

Wealth Financial Services LLC
Connie Kang, Partner
Email: ckang@wealthfsllc.com

Tel: +86 1381 185 7742 (CN)

FAQ

What did Cheer Holding (CHR) receive from Nasdaq on November 18, 2025?

A notice of non-compliance and a Delisting Determination under Nasdaq listing rules.

How can Cheer Holding (CHR) prevent suspension of trading on December 1, 2025?

By requesting an appeal to the Nasdaq Hearing Panel by Nov 26, 2025, which stays suspension.

What listing rules did Cheer Holding (CHR) fail to meet?

Listing Rule 5810(c)(3)(A)(iii) (Low Priced Stocks Rule) and 5550(a)(2) (minimum bid price).

What happens if Cheer Holding (CHR) does not appeal the delisting determination?

Trading would be suspended on Dec 1, 2025 and a Form 25-NSE would be filed to remove the listing.

What compliance option is Cheer Holding (CHR) considering to address Nasdaq concerns?

The company is considering implementing a previously shareholder-approved share consolidation from May 12, 2025.