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[6-K] Cheer Holding, Inc. Current Report (Foreign Issuer)

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
6-K
Rhea-AI Filing Summary

Cheer Holding, Inc. reported that it has formed a special committee to review two preliminary, non-binding proposals to acquire all of its shares. These proposals indicate external interest in buying the entire company, but they are still at an early stage and not legally binding. The special committee is expected to provide an independent evaluation of the terms and implications of any potential transaction for shareholders.

The company disclosed this development through a press release dated November 18, 2025, which is attached as an exhibit and incorporated by reference into its existing registration statements on Form S-8 and Form F-3. This linkage allows the same information to apply across those registered securities programs.

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Insights

Cheer Holding is evaluating two early-stage proposals to buy the entire company.

Cheer Holding, Inc. has received two preliminary, non-binding proposals to acquire all of its shares and has created a special committee to evaluate them. A special committee typically consists of directors tasked with independently reviewing potential transaction terms and implications for shareholders.

Because the proposals are described as preliminary and non-binding, there is no assurance that any definitive agreement or transaction will result. The announcement mainly signals that discussions are formal enough to warrant structured board-level review, but without disclosed price, structure, or counterparties, the potential outcomes remain wide.

The related press release is incorporated by reference into existing Form S-8 and Form F-3 registration statements, ensuring this development is part of the broader disclosure record around the company’s registered securities. Any later updates would likely appear in subsequent company communications as the special committee’s evaluation progresses.

 

 

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 November, 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

 

On November 18, 2025, Cheer Holding, Inc. issued a press release announcing the formation of a special committee to evaluate the two preliminary non-binding proposals to acquire all of its shares. A copy of the press release is attached as Exhibit 99.1 to this report on Form 6-K and is hereby incorporated by reference into the Registration Statement 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 or furnished.

 

Exhibit Index

 

Exhibit No.   Exhibit Description
99.1   Press Release dated November 18, 2025

  

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.

 

  Cheer Holding, Inc.
   
  By: /s/ Bing Zhang
  Name:  Bing Zhang
  Title: Chief Executive Officer
     
Dated: November 18, 2025    

 

 

2

 

Cheer Holding

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