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Cheer Holding (CHR) wins approval to expand authorized Class A shares to 50M

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Form Type
6-K

Rhea-AI Filing Summary

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.

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Insights

Cheer greatly expands authorized Class A shares, enabling future equity issuance but discloses no specific offering.

The company’s authorized share capital now allows up to 50,000,000 Class A ordinary shares at US$0.15 par value, created by adding 46,666,667 new authorized Class A shares. This is a legal capacity change; no actual share issuance is described.

Such an increase often precedes potential equity financing, stock-based compensation, or other share transactions, but those would require separate approvals and disclosures. The change is embedded in the updated Third Amended and Restated Memorandum and Articles of Association and is cross-referenced into existing Form S-8 and Form F-3 registration statements.

Prior authorized share capital US$500,699.95 Authorized share capital before the July 7, 2026 increase
New authorized share capital US$7,500,700.00 Authorized share capital after shareholder approval on July 7, 2026
Prior authorized Class A shares 3,333,333 Class A ordinary shares Class A authorization before the Share Increase
New authorized Class A shares 50,000,000 Class A ordinary shares Class A authorization after the Share Increase
Additional Class A shares created 46,666,667 Class A ordinary shares Incremental Class A ordinary shares created with US$0.15 par value each
Authorized Class B shares 500,000 Class B ordinary shares Authorized Class B ordinary shares at US$0.001 par value
Authorized preferred shares 2,000,000 preferred shares Authorized preferred shares at US$0.0001 par value
authorized share capital financial
"shareholders of the Company authorized and approved an increase in the authorized share capital of the Company"
The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.
Class A ordinary shares financial
"3,333,333 Class A ordinary shares of a par value of US$0.15 each"
Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.
Memorandum and Articles of Association regulatory
"incorporated into the Company’s Third Amended and Restated Memorandum and Articles of Association"
Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.
Form S-8 regulatory
"incorporated by reference in the registration statements of on Form S-8"
A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.
Form F-3 regulatory
"incorporated by reference in the registration statements ... on Form F-3"
Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.
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FAQ

What change to authorized share capital did Cheer Holding (CHR) approve in July 2026?
Cheer Holding shareholders approved raising authorized share capital from US$500,699.95 to US$7,500,700.00. The structure now includes 50,000,000 Class A ordinary shares, 500,000 Class B ordinary shares, and 2,000,000 preferred shares at their stated par values.

How many additional Class A shares did Cheer Holding (CHR) authorize?
The company created an additional 46,666,667 Class A ordinary shares with a par value of US$0.15 each. This increased the Class A authorization from 3,333,333 shares to a total of 50,000,000 Class A ordinary shares.

Did Cheer Holding (CHR) change its Class B or preferred share authorizations?
The number of 500,000 Class B ordinary shares at US$0.001 par value and 2,000,000 preferred shares at US$0.0001 par value remained the same. The increase in authorized share capital came solely from additional Class A ordinary shares.

When was Cheer Holding’s (CHR) share capital increase approved and filed?
The share capital increase was authorized and approved on July 7, 2026 at the annual general meeting. A notice effecting the change was filed the same day with the Registrar of Companies of the Cayman Islands and incorporated into the Third Amended and Restated Memorandum and Articles of Association.

How does the Cheer Holding (CHR) share capital change affect existing registration statements?
The notice of the share capital change is incorporated by reference into Cheer Holding’s existing registration statements on Form S-8 (File Nos. 333-282386 and 333-237788) and Form F-3 (File No. 333-279221), to the extent not superseded by later filings.

 

 

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 July 2026

 

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

 

Increase in Authorized Share Capital

 

On July 7, 2026, at the 2026 Annual General Meeting of Cheer Holding, Inc. (the “Company”), the shareholders of the Company authorized and approved an increase in the authorized share capital of the Company from US$500,699.95 divided into 3,333,333 Class A ordinary shares of a par value of US$0.15 each, 500,000 Class B ordinary shares of US$0.001 each and 2,000,000 preferred shares of a par value of US$0.0001 each to US$7,500,700.00 divided into 50,000,000 Class A ordinary shares of a par value of US$0.15 each, 500,000 Class B ordinary shares of US$0.001 each and 2,000,000 preferred shares of a par value of US$0.0001 each by the creation of an additional 46,666,667 Class A ordinary shares of a par value of US$0.15 each (the “Share Increase”). In connection with the Share Increase, the Company filed a notice (the “Notice”) effecting the Share Increase with the Registrar of Companies of the Cayman Islands on July 7, 2026, which is incorporated into the Company’s Third Amended and Restated Memorandum and Articles of Association (the “MAA”).

 

A copy of the Notice is attached hereto as Exhibit 3.1.

 

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Incorporation by Reference

 

This report and Exhibit 3.1 attached to this Form 6-K shall be deemed to be incorporated by reference in the registration statements of on Form S-8 (File Nos. 333-282386 and 333-237788) 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.

 

Exhibit Index

 

Exhibit   Exhibit Description
3.1   Notice of Change to Third Amended and Restated Memorandum and Articles of Association

 

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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.

 

Dated: July 10, 2026 Cheer Holding, Inc.
   
  By: /s/ Bing Zhang
  Name:  Bing Zhang
  Title: Chief Executive Officer

 

 

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Source: View Original Filing on SEC EDGAR

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