Cheer chief sells 96% voting power for $500

Rhea-AI Filing Summary

Cheer Holding, Inc. (CHR) reports that on September 16, 2026, Chairman, Chief Executive Officer and interim Chief Financial Officer Bing Zhang entered into a Share Purchase Agreement with Lioness Limited, selling all 500,000 Class B ordinary shares of the company for aggregate consideration of US$500.00.

These 500,000 Class B shares constitute all issued and outstanding Class B shares and, based on 1,845,453 Class A shares and 500,000 Class B shares outstanding as of September 16, 2026, represent approximately 96.44% of the aggregate voting power of Cheer Holding’s share capital. Each Class A share carries one vote, while each Class B share carries one hundred votes.

The company states that Mr. Zhang sold the Class B shares for personal reasons, including health considerations, and because he believes the purchaser’s experience, resources and international network may support further development of the company’s business and international operations. Following the sale, Mr. Zhang will continue in his roles as Chairman, Chief Executive Officer and interim Chief Financial Officer.

Positive

• None.

Negative

• Voting control concentrated with new holder: All 500,000 Class B shares, representing about 96.44% of aggregate voting power, were sold to Lioness Limited, shifting effective voting control away from the longtime leader while economic ownership and board roles remain separate considerations.

Filing Explained

The transferred Class B shares cannot be converted into Class A shares; they may instead be redeemed by the company at the relevant holder’s request for par value, leaving the disclosed voting control attached to the Class B share class unless that redemption occurs.

Key Figures

Class B shares sold: 500,000 shares Aggregate consideration: US$500.00 Class A shares outstanding: 1,845,453 shares +5 more

8 metrics

Class B shares sold 500,000 shares All issued and outstanding Class B ordinary shares sold by Bing Zhang to Lioness Limited

Aggregate consideration US$500.00 Total price paid by Lioness Limited for 500,000 Class B ordinary shares

Class A shares outstanding 1,845,453 shares Class A ordinary shares issued and outstanding as of September 16, 2026

Voting power of Class B shares 96.44% Approximate share of aggregate voting power represented by 500,000 Class B shares as of September 16, 2026

Voting rights per Class A share 1 vote per share Voting entitlement of each Class A ordinary share under the articles

Voting rights per Class B share 100 votes per share Voting entitlement of each Class B ordinary share under the articles

Par value of Class B share US$0.001 per share Par value used for redemption price under the articles

Par value of Class A share US$0.15 per share Par value of Class A ordinary shares under the articles

Key Terms

Class B ordinary shares, aggregate voting power, par value, memorandum and articles of association, +1 more

5 terms

Class B ordinary shares financial

"sold and assigned to the Purchaser all 500,000 Class B ordinary shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

aggregate voting power financial

"the Class B Shares represent approximately 96.44% of the aggregate voting power"

par value financial

"Class B ordinary shares of the Company, par value US$0.001 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

memorandum and articles of association regulatory

"third amended and restated memorandum and articles of association of the Company"

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.

redemption price financial

"the redemption price shall be the par value of such Class B Share"

The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What major ownership change did CHR disclose in this Form 6-K?

Cheer Holding disclosed that Bing Zhang sold all 500,000 Class B ordinary shares he held to Lioness Limited for US$500.00. These Class B shares constituted all outstanding Class B shares and carried the vast majority of the company’s voting power.

How much voting power did the Class B shares of CHR represent before the sale?

As of September 16, 2026, the 500,000 Class B shares represented approximately 96.44% of the aggregate voting power of Cheer Holding’s issued and outstanding share capital, based on 1,845,453 Class A shares and 500,000 Class B shares outstanding.

What are the voting rights of CHR’s Class A and Class B ordinary shares?

Under Cheer Holding’s memorandum and articles, Class A shares carry one vote per share, and Class B shares carry one hundred votes per share. Both classes vote together as a single class on all shareholder resolutions submitted for vote.

Did Bing Zhang leave his positions at CHR after selling the Class B shares?

No. After selling all Class B shares, Bing Zhang will continue to serve as Cheer Holding’s Chairman of the Board, Chief Executive Officer and interim Chief Financial Officer, according to the disclosure.

What reasons were given for Bing Zhang’s sale of CHR Class B shares?

Cheer Holding states that Bing Zhang sold the Class B shares for personal reasons, including health considerations, and because he believes Lioness Limited’s experience, resources and international network may support the company’s business and international operations.

Are CHR’s Class B shares convertible into Class A shares?

A Class B share is not convertible into a Class A share. It may be redeemed by the company at the option of the relevant shareholder at a redemption price equal to par value of the Class B share.

How many Class A shares of CHR were outstanding when the transaction occurred?

Cheer Holding reports that there were 1,845,453 Class A ordinary shares and 500,000 Class B ordinary shares issued and outstanding as of September 16, 2026, the date referenced for calculating voting power.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 05:10 PM Accepted by SEC EDGAR 09/17/2026 - 05:10 PM Learn about SEC filing dates

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 September 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

On September 16, 2026, Mr. Bing Zhang, the Chairman of the Board of Directors, Chief Executive Officer and interim Chief Financial Officer of Cheer Holding, Inc. (the “Company”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Lioness Limited, a company organized under the laws of Hong Kong (the “Purchaser”), pursuant to which Mr. Zhang sold and assigned to the Purchaser all 500,000 Class B ordinary shares of the Company, par value US$0.001 per share (the “Class B Shares”), held by Mr. Zhang, constituting all the issued and outstanding Class B Shares of the Company, for aggregate consideration of US$500.00.

Pursuant to the third amended and restated memorandum and articles of association of the Company as adopted by special resolution passed on August 28 2024, as further amended on May 12, 2025 and July 7, 2026 (each the “Memorandum” and the “Articles”), holders of Class A ordinary shares, par value $0.15 per share (“Class A Shares”) and Class B Shares shall at all times vote together as one class on all resolutions submitted to a vote by the shareholders of the Company. Pursuant to the Articles, each Class A Share is entitled to one (1) vote on all matters subject to vote on a poll at general meetings of the Company, and each Class B Share is entitled to one hundred (100) votes on all matters subject to vote on a poll at general meetings of the Company. Further, a Class B Share is not convertible into a Class A Share but may be redeemed by the Company at the option of the relevant shareholder by notice in writing to the Company and the redemption price shall be the par value of such Class B Share.

Based on 1,845,453 Class A Shares and 500,000 Class B Shares issued and outstanding as of September 16, 2026, the Class B Shares represent approximately 96.44% of the aggregate voting power of the Company’s issued and outstanding share capital.

Mr. Zhang determined to sell the Class B Shares for personal reasons, including health considerations, and because he believes that the Purchaser’s experience, resources and international network may support the further development of the Company’s business and international operations. Following the sale, Mr. Zhang will continue to serve as the Company’s Chairman, Chief Executive Officer and interim Chief Financial Officer.

Incorporation by Reference

This Form 6-K and Exhibit 10.1 to this Form 6-K shall be deemed to be incorporated by reference in the registration statements of on Form S-8 (File Nos. 333-297566, 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.

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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.

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

Dated: September 17, 2026  

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