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 March 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 ☐
Other
Events
On
March 16, 2026, Cheer Holding, Inc. (the “Company”) issued a press release announcing the results of its Extraordinary General
Meeting, which was held on March 16, 2026 (local time), in Beijing, China (the “EGM”).
At
the EGM, the Company’s shareholders approved a proposal, as a special resolution, subject to certain conditions being met, that
the authorised share capital of the Company be reduced and amended:
From:
US$500,700 divided into 10,000,000 Class A ordinary shares of a par value of US$0.05 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$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,
By:
| i. | the
cancellation of one authorised but unissued Class A ordinary share of a par value of US$0.05;
and |
| ii. | the
consolidation of the remaining 9,999,999 Class A ordinary shares of a par value of US$0.05
in the authorised share capital of the Company (including issued and unissued share capital)
such that each 3 Class A ordinary shares of a par value of US$0.05 are consolidated into
1 Class A ordinary share of a par value of US$0.15, |
(the
“Share Consolidation and Reduction”) provided, however, the implementation and timing of such Share Consolidation and Reduction
to be determined in the discretion of the Directors.
A
copy of the press release is attached hereto as Exhibit 99.1.
Incorporation
by Reference
This
report and Exhibit 99.1 attached to this Form 6-K shall be deemed to be incorporated by reference in the registration statements of
on Form S-8 (File No. 333-282386) and on Form F-3, as amended (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the extent not superseded by documents or reports subsequently filed.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 |
| 99.1 |
|
Press
Release, dated March 16, 2026, regarding results of the Extraordinary General Meeting |
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: March 16,
2026 |
Cheer Holding,
Inc. |
| |
|
| |
By: |
/s/
Bing Zhang |
| |
Name: |
Bing Zhang |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
Cheer
Holding Announces Results of Extraordinary General Meeting
BEIJING,
March 16, 2026 (GLOBE NEWSWIRE) -- Cheer Holding, Inc. (NASDAQ: CHR) (“Cheer” or the “Company”), a leading provider
of advanced mobile internet infrastructure and platform services, today announced the results of its Extraordinary General Meeting, which
was held on March 16, 2026 (local time), in Beijing, China.
At
the Extraordinary General Meeting, the Company’s shareholders approved a proposal, as a special resolution, subject to certain
conditions being met, that the authorised share capital of the Company be reduced and amended:
From:
US$500,700 divided into 10,000,000 Class A ordinary shares of a par value of US$0.05 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$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,
By:
| i. | the
cancellation of one authorised but unissued Class A ordinary share of a par value of US$0.05;
and |
| ii. | the
consolidation of the remaining 9,999,999 Class A ordinary shares of a par value of US$0.05
in the authorised share capital of the Company (including issued and unissued share capital)
such that each 3 Class A ordinary shares of a par value of US$0.05 are consolidated into
1 Class A ordinary share of a par value of US$0.15, |
(the
“Share Consolidation and Reduction”) provided, however, the implementation and timing of such Share Consolidation and Reduction
to be determined in the discretion of the Directors.
About
Cheer Holding, Inc.
As
a preeminent provider of next-generation mobile internet infrastructure and platform services in China, Cheer Holding is dedicated to
building a digital ecosystem that integrates “platforms, applications, technology, and industry” into a cohesive digital
eco-system, thereby creating a new, open business environment for web3.0 that leverages AI technology. The Company is developing a 5G+VR+AR+AI
shared universe space that builds on cutting-edge technologies including blockchain, cloud computing, extended reality, and digital twin.
Cheer
Holding’s portfolio includes a wide range of products and services, such as CHEERS Telepathy, CHEERS Video, CHEERS e-Mall, CHEERS
Open Data, CheerReal, CheerCar, CheerChat, Polaris Intelligent Cloud, AI-animated short drama series, short video matrix, variety show
series, Livestreaming, and more. These offerings provide diverse application scenarios that seamlessly blend “online/offline”
and “virtual/reality” elements.
With
“CHEERS+” at the core of Cheer Holding’s digital ecosystem, the Company is committed to utilizing innovative product
applications and technologies to drive its long-term sustainable and scalable growth.
Safe
Harbor Statement
Certain
statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and
uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes
may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking
statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,”
“estimate,” “intend,” “plan,” “believe,” “potential,” “continue,”
“is/are likely to” or other similar expressions. These forward-looking statements include, but are not limited to, that the
Share Consolidation and Reduction will enable the Company to maintain the minimum bid price requirement under the Nasdaq continued listing
standards, or that the Company will be able to continue to have its Class A ordinary shares listed on The Nasdaq Capital Market. The
Company is subject to a number of risks and uncertainties set forth in documents filed by the Company with the Securities and Exchange
Commission from time to time, including the Company’s latest Annual Report on Form 20-F filed with the SEC on March 10, 2025. The
Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise, except as required by applicable law. Such information speaks only as of the date of this release.
For
investor and media inquiries, please contact:
Wealth
Financial Services LLC
Connie
Kang, Partner
Email:
ckang@wealthfsllc.com
Tel:
+86 1381 185 7742 (CN)
