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 |
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 |
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)