Welcome to our dedicated page for Cheer Holding SEC filings (Ticker: CHR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Cheer Holding, Inc.'s SEC filings document a foreign private issuer that reports current events on Form 6-K and annual results on Form 20-F. The filings describe its mobile internet infrastructure and platform-services business, the CHEERS ecosystem, fiscal-year operating results, registration-statement references, and disclosures tied to AI-oriented product and platform activity.
The company’s regulatory record also covers share capital structure, including Class A ordinary shares, Class B ordinary shares and preferred shares; shareholder votes and proxy materials for extraordinary general meetings; share consolidations and reductions; Nasdaq listing-compliance notices; registered direct offerings and pre-funded warrants; and governance actions such as special committee review of preliminary acquisition proposals. These filings frame capital actions, listing status, financing terms, voting mechanics and corporate governance for CHR shareholders.
Cheer Holding, Inc. (CHR) is the subject of an amended Schedule 13D in which Bing Zhang and Happy Starlight Limited report that they have become “exit” filers with respect to the company’s Class A ordinary shares. Each reporting person now beneficially owns less than five percent of the Class A shares.
On September 16, 2026, Bing Zhang, the company’s Chairman, Chief Executive Officer and interim Chief Financial Officer, entered into a Share Purchase Agreement with Lioness Limited, selling all 500,000 Class B ordinary shares, which constituted all issued and outstanding Class B shares, for aggregate consideration of US$500.00. Based on 1,845,453 Class A shares and 500,000 Class B shares outstanding as of that date, the Class B shares represented approximately 96.44% of the aggregate voting power of Cheer Holding’s share capital. Following this sale, Zhang continues to hold a total of 13,143 Class A shares (0.7% of the Class A class) directly and through Happy Starlight Limited and will remain in all his corporate roles.
Cheer Holding, Inc. (CHR) reports that on September 16, 2026, Chairman, Chief Executive Officer and interim Chief Financial Officer Bing Zhang entered into a Share Purchase Agreement with Lioness Limited, selling all 500,000 Class B ordinary shares of the company for aggregate consideration of US$500.00.
These 500,000 Class B shares constitute all issued and outstanding Class B shares and, based on 1,845,453 Class A shares and 500,000 Class B shares outstanding as of September 16, 2026, represent approximately 96.44% of the aggregate voting power of Cheer Holding’s share capital. Each Class A share carries one vote, while each Class B share carries one hundred votes.
The company states that Mr. Zhang sold the Class B shares for personal reasons, including health considerations, and because he believes the purchaser’s experience, resources and international network may support further development of the company’s business and international operations. Following the sale, Mr. Zhang will continue in his roles as Chairman, Chief Executive Officer and interim Chief Financial Officer.
Cheer Holding, Inc. has an updated Schedule 13G/A reporting that Brueckner Frank Ulrich, a German citizen, beneficially owns 178918 Class A Ordinary Shares of the company. This represents 9,7% of the Class A Ordinary Shares, based on 1845453 shares published by Cheer Holding on 30.06.2026.
All 178918 shares are reported with sole voting power and sole dispositive power, with no shared voting or dispositive power and no other person having rights to dividends or sale proceeds. The filing is identified as Amendment No. 1 and indicates no group or subsidiary involvement.
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.