Cheer Holding SEC Filings

Cheer Holding, Inc. reported that it has formed a special committee to review two preliminary, non-binding proposals to acquire all of its shares. These proposals indicate external interest in buying the entire company, but they are still at an early stage and not legally binding. The special committee is expected to provide an independent evaluation of the terms and implications of any potential transaction for shareholders.

The company disclosed this development through a press release dated November 18, 2025, which is attached as an exhibit and incorporated by reference into its existing registration statements on Form S-8 and Form F-3. This linkage allows the same information to apply across those registered securities programs.

Cheer Holding (CHR) priced a registered direct offering for aggregate gross proceeds of $15 million, selling 187,500,000 Class A shares or, in lieu of shares, pre-funded warrants at $0.08 per share. Pre-funded warrants were priced at $0.079 with a $0.001 exercise price and are immediately exercisable, subject to a 4.99% (or up to 9.99%) beneficial ownership cap. The offering is expected to close on November 6, 2025.

Univest Securities acted as sole placement agent for an 8.0% cash fee and up to $120,000 in expense reimbursement. Directors, executive officers, and certain 5% holders agreed to a 90‑day lock-up. The company plans to use net proceeds for general working capital and other corporate purposes, including sales and marketing for user acquisition. The securities were offered under the company’s effective Form F‑3 shelf, with a prospectus supplement dated November 5, 2025.

CHEER Holding (CHR) launched a best‑efforts primary offering of 24,000,000 Class A ordinary shares at $0.08 per share and 163,500,000 pre‑funded warrants priced at $0.079, with a maximum aggregate amount of $15,000,000. The pre‑funded warrants are immediately exercisable at an exercise price of $0.001 per share and do not expire. This prospectus supplement also covers the Class A shares issuable upon exercise of the pre‑funded warrants.

The fee table reflects gross proceeds of $14,836,500, placement agent commissions of 8%, and proceeds before expenses of $13,649,580 if fully sold. There is no minimum offering requirement, and the placement agent is acting on a best‑efforts basis. The Company will bear offering costs.

Shares outstanding were 89,309,902 Class A shares prior to the offering and would be 113,309,902 after the share sale (or 276,809,902 assuming full exercise of the pre‑funded warrants). A 4.99% (or 9.99% at purchaser election) beneficial ownership limit applies to warrant exercises. CHR is listed on Nasdaq; the pre‑funded warrants will not be listed.

Cheer Holding, Inc. reported that it received two preliminary, non-binding proposals to acquire all of its Class A ordinary shares. The company furnished a press release and copies of both proposals as exhibits.

The proposals were submitted by Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd. (dated November 1, 2025) and Excel Ally Ventures Limited (dated November 4, 2025). The materials are incorporated by reference into the company’s Registration Statements on Form S-8 (File No. 333-282386) and Form F-3 (File No. 333-279221), to the extent not superseded by later filings.

Cheer Holding, Inc. reported it received a Nasdaq notice that its shares no longer meet the $1.00 minimum bid price requirement after 30 consecutive business days below that level from September 4 to October 15, 2025. The notice does not immediately affect the listing or trading of its securities on The Nasdaq Capital Market.

The company has 180 calendar days, until April 14, 2026, to regain compliance by having its Class A ordinary shares close at or above $1.00 for at least ten consecutive business days. If it does not regain compliance by that date, it may be eligible for additional time or could face delisting. Cheer Holding said it will monitor its closing bid price and evaluate available options during the compliance period.

S.H.N. Financial Investments Ltd. reported beneficial ownership of 2,432,016 Class A Ordinary Shares of Cheer Holding, Inc., representing 9.99% of the outstanding class based on 24,322,133 shares post-offering. The reported amount combines 1,278,516 Class A Ordinary Shares and 1,153,500 pre-funded warrants exercisable into Class A shares. Certain additional pre-funded warrants and Series A and B warrants are excluded from the reported total because each is subject to a 9.99% beneficial ownership limitation. The filing names S.H.N. Financial (organized in Israel) as the reporting person and notes Nir Shamir is CEO of S.H.N.; he is described as possibly deemed to beneficially own the securities but disclaims such ownership for other purposes. The filing certifies the holdings are not intended to influence control of the issuer.

Bigger Capital Fund, LP, together with its general partner Bigger Capital Fund GP, LLC and Michael Bigger, reported beneficial ownership of 1,278,516 Class A Ordinary Shares of Cheer Holding, Inc. (CHR) as of 10/02/2025, representing approximately 7.09% of the Class A shares based on the prospectus base used. The filing discloses additional holdings tied to Pre-Funded Warrants and Series A and B Warrants that were not included in the 7.09% calculation because their exercises are subject to 4.99%/9.99% beneficial ownership limitations.

The Reporting Persons sold their Class A Shares and related Pre-Funded Warrants on 10/03/2025 and therefore reported no beneficial ownership above 5.00% as of that date; later, on 10/07/2025 they sold Series B Warrants and may be deemed to hold 2,537,313 Class A Ordinary Shares issuable upon exercise of Series A Warrants subject to a 4.99% limitation. Signatures by Michael Bigger certify the filing.

Shah Capital Management and Shah Capital Opportunity Fund LP each report beneficial ownership of 600,000 ordinary shares of Cheer Holding, Inc., representing 2.47% of the class. Both filers state they have no sole voting or dispositive power and instead share voting and dispositive power over the 600,000 shares. The filing is made under Schedule 13G (Amendment No. 7) and declares the shares were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control. Signatures by Himanshu H. Shah appear for both entities with a filing event date of 10/03/2025 and signature date 10/07/2025.