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Cheer Holding, Inc. received Amendment No. 3 to a Schedule 13G from a group of investment entities led by Bigger Capital Fund, LP and Michael Bigger. As of July 29, 2026, Bigger Capital beneficially owned 16,915 Class A Ordinary Shares issuable upon exercise of warrants, subject to a 4.99% beneficial ownership limitation. Based on 1,562,083 Class A Ordinary Shares outstanding as reported on April 2, 2026, each of Bigger Capital and Bigger Capital Fund GP, LLC may be deemed to beneficially own 1.08% of the class. District 2 Capital-related entities report 0 shares and 0% ownership. The filing confirms the group now holds 5 percent or less of Cheer Holding’s Class A Ordinary Shares.
Cheer Holding, Inc. reported six‑month 2026 revenue of $60,529 (thousand), down 14.7% from $70,993 as advertising customers reduced orders amid a weaker macro environment. Cost of revenues fell 32.0% to $14,120 and selling, marketing and G&A also declined, lifting income from operations to $10,493 from $8,324.
Net income rose to $8,062, while income tax moved to an expense of $2,770. Cash and cash equivalents were $213,764 at June 30, 2026, with working capital of approximately $346.7 million, but operating cash flow swung to an outflow of $30,194 due mainly to higher accounts receivable and vendor prepayments. Operations are concentrated in PRC variable interest entities that generated 100% of revenue and 97.4% of assets, the company has $24,774 of capital expenditure commitments, and authorized Class A share capital was increased to 50,000,000 shares.
Cheer Holding, Inc. reports that shareholders approved a substantial increase in authorized share capital at the July 7, 2026 annual general meeting. Authorized capital rose from US$500,699.95 (including 3,333,333 Class A ordinary shares at US$0.15 par value) to US$7,500,700.00, now divided into 50,000,000 Class A ordinary shares at US$0.15 par value, 500,000 Class B ordinary shares at US$0.001 par value, and 2,000,000 preferred shares at US$0.0001 par value. This change was effected by creating an additional 46,666,667 Class A ordinary shares and is reflected in the company’s Third Amended and Restated Memorandum and Articles of Association. The notice of this change is also incorporated by reference into existing Form S-8 and Form F-3 registration statements.
Cheer Holding, Inc. filed a Form 6-K to share that it issued a press release announcing the results of its 2026 Annual General Meeting held on July 7, 2026 in Beijing, China. The filing also includes the Cheer Holding 2026 Equity Incentive Plan as an exhibit.
The press release and the new equity incentive plan are attached as Exhibits 99.1 and 99.2, and this report and those exhibits are incorporated by reference into the company’s existing registration statements on Form S-8 and Form F-3. Cheer Holding describes itself as a provider of next-generation mobile internet infrastructure and platform services focused on AI-driven content, e-commerce and metaverse development.
Cheer Holding, Inc. has called its 2026 Annual General Meeting for July 7, 2026 in Beijing, asking shareholders to approve several corporate actions. The key item would increase authorized share capital to US$7,500,700.00, including 50,000,000 Class A ordinary shares, up from 3,333,333, by creating an additional 46,666,667 Class A shares.
Shareholders are also being asked to reappoint Class I directors Jia Lu and Zhihong Tan, ratify Enrome LLP as auditor for the year ending December 31, 2026, and approve a 2026 Equity Incentive Plan reserving up to 2,000,000 Class A shares, conditional on the share increase. As of June 15, 2026, there were 1,845,453 Class A and 500,000 Class B shares outstanding, with each Class B share carrying 100 votes, giving CEO Bing Zhang 96.5% of aggregate voting power.
Cheer Holding, Inc. Schedule 13G/A reports that Bigger Capital Fund, LP and related entities collectively disclose beneficial ownership positions in the issuer's Class A Ordinary Shares as of April 27, 2026.
As of that date, Bigger Capital beneficially owned 129,200 shares (including 103,000 shares issuable upon exercise of Pre‑Funded Warrants, which are subject to a 9.99% beneficial ownership limitation), representing 8.27% of 1,562,083 Class A Ordinary Shares outstanding (per a Form 6‑K referenced from April 2, 2026). District 2 Capital Fund beneficially owned 26,200 shares (about 1.67%); Michael Bigger may be deemed to beneficially own approximately 9.95% when holdings are aggregated under the relationships disclosed.
Cheer Holding, Inc. shareholder Jia Lu and Enjoy Starlight Limited filed Amendment No. 1 to their Schedule 13D to report that they are no longer beneficial owners of more than five percent of the company’s Class A ordinary shares. The change results from an increase in Cheer Holding’s outstanding Class A shares, not from a disclosed sale. As of April 10, 2026, Mr. Lu is deemed to beneficially own 4,371 Class A shares, representing 0.3% of the 1,562,119 Class A shares outstanding, including shares held through Enjoy Starlight Limited.
Cheer Holding, Inc. insider Bing Zhang has updated his ownership disclosure on Schedule 13D/A. After several share consolidations, he is reported to beneficially own 13,143 Class A ordinary shares, equal to 0.8% of that class based on 1,562,119 Class A shares outstanding as of April 10, 2026.
Through direct holdings and Happy Starlight Limited, Zhang controls 507 Class A shares personally and 12,636 Class A shares via the British Virgin Islands entity. He also directly holds 500,000 Class B shares, each carrying one hundred votes. Together, this structure gives him an aggregate voting power of 50,013,143 votes, or 97.0% of the total voting power when Class A and Class B vote as a single class.
Cheer Holding, Inc. received an amended Schedule 13D from Zhong Sheng Ding Xin Investment Fund Management (Beijing) Co., Ltd. stating that it now beneficially owns 13,441 Class A ordinary shares. This represents 0.9% of 1,562,119 Class A shares outstanding as of April 14, 2026.
The investor reports sole voting and dispositive power over all 13,441 shares. It explains that, due to an increase in Cheer Holding’s outstanding Class A shares, it ceased to be a beneficial owner of more than five percent of the class on November 6, 2025, making this amendment an exit filing.
The filing notes that all share figures have been adjusted for three share consolidations by Cheer Holding: a one-for-ten consolidation on November 24, 2023, a one-for-fifty consolidation on December 22, 2025, and a one-for-three consolidation on April 6, 2026.
Cheer Holding, Inc. is implementing a 1-for-3 share consolidation of its Class A ordinary shares to help maintain its Nasdaq listing. Every three existing Class A shares will be combined into one share, effective at 4:05 p.m. New York time on April 6, 2026.
After the change, issued and outstanding Class A shares will decline from 4,686,248 pre-consolidation shares to approximately 1,562,083 post-consolidation shares, with fractional shares rounded up to the next whole share. The authorized Class A share count will be reduced to 3,333,333 shares with a par value of US$0.15 each.
The Company’s Class A ordinary shares will continue trading on the Nasdaq Capital Market under the symbol CHR and will begin trading on a post-consolidation adjusted basis on April 7, 2026. Outstanding warrants and other equity rights will be adjusted proportionately to reflect the new share structure.