UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2025
Commission File Number: 001-38631
CHEER HOLDING, INC.
19F, Block B, Xinhua Technology Building,
No. 8 Tuofangying South Road,
Jiuxianqiao, Chaoyang District, Beijing, China
100016
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Explanatory Note
Notice of Delisting or Failure to Satisfy
a Continued Listing Rule or Standard; Transfer of Listing.
On October 16, 2025, Cheer Holding, Inc.. (the
“Company”) received a notice (the “Notice”) from The NASDAQ Stock Market LLC indicating that the Company is not
in compliance with the minimum bid price requirement of $1.00 per share under the Nasdaq Listing Rules (the “Listing Rules”).
Based on the closing bid price of the Company’s listed securities for the last 30 consecutive business days from September 4, 2025
to October 15, 2025, the Company no longer meets the minimum bid price requirement set forth in Listing Rules 5550(a)(2). The Notice is
only a notification of deficiency and has no current effect on the listing or trading of the Company’s securities on The Nasdaq
Capital Market.
The Notice states that under the Listing Rules
5810(c)(3)(A), the Company is provided with a compliance period of 180 calendar days, or until April 14, 2026, to regain compliance under
the Listing Rules. To regain compliance under the Listing Rules, the Company’s Class A ordinary shares must be at least $1.00 for
a minimum of ten consecutive business days. In the event the Company does not regain compliance by April 14, 2026, the Company may be
eligible for additional time to regain compliance or may face delisting.
The Company intends to monitor the closing bid
price of its Class A ordinary shares between now and April 14, 2026, and to evaluate its available options to regain compliance within
the compliance period.
The information contained under the Section entitled
“Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing” on Form 6-K shall be
deemed to be incorporated by reference in the registration statements of on Form S-8 (File No. 333-282386) and on Form F-3 (File No. 333-279221),
each as filed with the Securities and Exchange Commission, to the extent not superseded by documents or reports subsequently filed.
Press Release.
On October 20, 2024, the Company issued a press
release disclosing its receipt of the Notice from The NASDAQ Stock Market LLC. The full text of the press release is furnished as Exhibit
99.1 to this Report on Form 6-K.
The information reported under “Press Release”
in this Report on Form 6-K, including Exhibit 99.1, is being “furnished” and shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1* |
|
Press Release dated October 20, 2025 |
| * | Furnished but not filed. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
Cheer Holding, Inc. |
| |
|
| |
By: |
/s/
Bing Zhang |
| |
Name: |
Bing Zhang |
| |
Title: |
Chief Executive Officer |
| Dated: October 20, 2025 |
|
