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Cheer Holding (NASDAQ: CHR) files 6-K on 2026 AGM results and equity plan

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(Neutral)
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(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

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.

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AGM date July 7, 2026 Date of 2026 Annual General Meeting in Beijing
Press release date July 8, 2026 Date of AGM results press release
Form S-8 file numbers 333-282386, 333-237788 Registration statements incorporating this report and exhibits
Form F-3 file number 333-279221 Registration statement incorporating this report and exhibits
Annual General Meeting financial
"announced the results of its 2026 Annual General Meeting (the “AGM”)"
Equity Incentive Plan financial
"a copy of the Cheer Holding 2026 Equity Incentive Plan is attached hereto as Exhibit 99.2"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Form S-8 regulatory
"incorporated by reference in the registration statements of on Form S-8 (File Nos. 333-282386 and 333-237788)"
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
"and on Form F-3 (File No. 333-279221)"
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.
Safe Harbor Statement regulatory
"Safe Harbor Statement Certain statements in this announcement are forward-looking statements."
A safe harbor statement is a disclaimer that companies include in their public disclosures to limit legal liability if future results differ from what was forecasted or expected. It acts like a protective shield, helping companies avoid lawsuits if their predictions don’t come true, and gives investors a clearer understanding that certain statements are forward-looking and involve risks.
forward-looking statements regulatory
"Certain statements in this announcement are forward-looking statements."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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FAQ

What did Cheer Holding (CHR) announce in its July 2026 Form 6-K?

Cheer Holding reported that it issued a press release announcing results of its 2026 Annual General Meeting held in Beijing. The Form 6-K also includes the full 2026 Equity Incentive Plan as an exhibit and incorporates these documents into existing SEC registration statements.

When and where was Cheer Holding’s 2026 Annual General Meeting held?

The 2026 Annual General Meeting took place on July 7, 2026, in Beijing, China. The meeting was described as being held locally, and the company later issued a press release on July 8, 2026, summarizing the AGM results and attaching it to the Form 6-K.

What is included in the Cheer Holding 2026 Equity Incentive Plan?

The filing states that the Cheer Holding 2026 Equity Incentive Plan is attached as Exhibit 99.2. While specific plan terms are not detailed in the excerpt, the exhibit provides the full plan document for investors and is incorporated by reference into certain registration statements.

How does this Form 6-K affect Cheer Holding’s existing SEC registrations?

The report and Exhibits 99.1 and 99.2 are incorporated by reference into Cheer Holding’s registration statements on Form S-8 and Form F-3. This means those registrations now formally include the AGM press release and the 2026 Equity Incentive Plan as part of their disclosure record.

What business does Cheer Holding (CHR) focus on according to this filing?

Cheer Holding describes itself as a leading provider of next-generation mobile internet infrastructure and platform services. It operates a digital ecosystem focused on AI-driven content creation, e-commerce initiatives, and metaverse development, integrating platforms, applications, technology, and industry.

Does the Cheer Holding 6-K contain forward-looking statements?

Yes. The attached press release includes a Safe Harbor Statement explaining that it contains forward-looking statements. These statements involve risks and uncertainties and are based on current expectations, with risks described in Cheer Holding’s latest Form 20-F filed on March 20, 2026.

 

 

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 

 

 

 

 

 

Other Events

 

On July 8, 2026, Cheer Holding, Inc. (the “Company”) issued a press release announcing the results of its 2026 Annual General Meeting, which was held on July 7, 2026 (local time), in Beijing, China (the “AGM”).

 

At the AGM, the Company’s shareholders:

 

(1)re-elected Messrs. Jia Lu and Zhihong Tan as Class I directors of the Company to hold office in accordance with the amended and restated memorandum and articles of association of the Company until the 2029 Annual General Meeting and until his respective successor is appointed and duly qualified, or until his earlier resignation or removal;

 

(2)ratified the appointment of Enrome LLP as the independent registered public accounting firm of the Company for the financial year ending December 31, 2026.

 

(3)approved a proposal, as an ordinary resolution, to increase the Company’s authorised share capital 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 Proposal”); and

 

(4)approved a proposal, as an ordinary resolution, subject to the approval of the Share Increase Proposal, that the Cheer Holding, Inc. 2026 Equity Incentive Plan be approved and adopted.

 

A copy of the press release is attached hereto as Exhibit 99.1 and a copy of the Cheer Holding 2026 Equity Incentive Plan is attached hereto as Exhibit 99.2

 

Incorporation by Reference

 

This report and Exhibits 99.1 and 99.2 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
99.1   Press Release, dated July 8, 2026, regarding results of the 2026 Annual General Meeting
99.2   Cheer Holding 2026 Equity Incentive Plan

 

1

 

 

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 8, 2026 Cheer Holding, Inc.
   
  By: /s/ Bing Zhang
  Name: Bing Zhang
  Title: Chief Executive Officer

 

2

 

Exhibit 99.1

 

Press Release

 

Cheer Holding, Inc.

Announces Results of its Annual General Meeting

 

BEIJING, July 8, 2026 (GLOBE NEWSWIRE) – Cheer Holding, Inc. (NASDAQ: CHR) (“Cheer Holding,” “we” or the “Company”), a leading provider of next-generation mobile internet infrastructure and platform services, today announced the results of its 2026 Annual General Meeting (the “AGM”), which was held on July 7, 2026 (local time) in Beijing, China.

 

At the AGM, the Company’s shareholders:

 

  (1) re-elected Messrs. Jia Lu and Zhihong Tan as Class I directors of the Company to hold office in accordance with the amended and restated memorandum and articles of association of the Company until the 2029 Annual General Meeting and until his respective successor is appointed and duly qualified, or until his earlier resignation or removal;

 

  (2) ratified the appointment of Enrome LLP as the independent registered public accounting firm of the Company for the financial year ending December 31, 2026;

 

  (3) approved a proposal, as an ordinary resolution, to increase the Company’s authorised share capital 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 Proposal”); and

 

  (4) approved a proposal, as an ordinary resolution, subject to the approval of the Share Increase Proposal, that the Cheer Holding, Inc. 2026 Equity Incentive Plan be approved and adopted.

 

About Cheer Holding, Inc.

 

Cheer Holding is a leading provider of next-generation mobile internet infrastructure and platform services. The Company operates a comprehensive digital ecosystem that integrates platforms, applications, technology, and industry, with a focus on AI-driven content creation, e-commerce, and metaverse development. For more information, please visit ir.gsmg.co.

 

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 are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. In addition, 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 20, 2026. 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:

 

James Li

Email: ir@gsmg.co

Tel: +86 10 6778 2900 (CN)

 

Filing Exhibits & Attachments

2 documents