Cheer Holding (CHR) avoids Nasdaq delisting with 1‑for‑50 share consolidation

Rhea-AI Filing Summary

Cheer Holding, Inc. explains how it resolved a Nasdaq listing deficiency tied to its share price. The company had fallen below Nasdaq’s $1.00 minimum bid price rule and also triggered the Low Priced Stocks Rule after its shares closed at $0.10 or less for ten consecutive trading days, prompting a potential delisting.

To address this, the board and shareholders approved a 1‑for‑50 share consolidation, effective December 22, 2025, with trading on a post-consolidation basis beginning December 23, 2025. After presenting its compliance plan at a hearing on January 13, 2026, Nasdaq’s Hearings Panel granted the company’s request to continue listing and confirmed that Cheer regained compliance with the minimum bid price requirement. The company reports 4,686,248 Class A ordinary shares issued and outstanding.

Insights

Equity Markets & Listing Standards Analyst

Cheer preserved its Nasdaq listing by executing a 1‑for‑50 reverse split.

Cheer Holding moved from an imminent Nasdaq delisting risk to restored compliance with the exchange’s minimum bid price rule. The company’s shares had closed at $0.10 or less for ten consecutive days, triggering Nasdaq’s Low Priced Stocks Rule and a delisting determination.

The board and shareholders approved a 1‑for‑50 share consolidation, effective on December 22, 2025, which raised the per-share price without changing overall equity value. After Cheer presented its plan on January 13, 2026, the Nasdaq Hearings Panel allowed continued listing and confirmed compliance with Rule 5550(a)(2).

As of this report, Class A ordinary shares issued and outstanding total 4,686,248. The long-term impact depends on how the post-consolidation share price behaves relative to Nasdaq’s bid-price requirement in future reporting periods.

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 January 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 ☐

As previously disclosed, on November 19, 2025, Cheer Holding, Inc. (the “Company”) received a notice from The NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirement of $1.00 per share under the Nasdaq Listing Rules 5550(a)(2) (the “Rule”). In addition, on November 19, 2025, the Company received a letter from Nasdaq that, as of November 18, 2025, it had determined that the Company’s securities had a closing bid price of $0.10 or less for ten consecutive trading days (the “Letter”). Accordingly, the Company was subject to the provisions contemplated under Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stocks Rule,” together with the Rule, the “Rules”). As a result, the staff of the Nasdaq had determined to delist the Company’s securities from The Nasdaq Capital Market (the “Delisting Determination”) unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”) by November 26, 2025, which would stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision.

The Company subsequently requested a hearing to appeal the Delisting Determination, which stayed the suspension of the Company’s securities under the Delisting Determination.

To regain compliance, the Board of Directors of the Company authorized and approved to effect a share consolidation so that every 50 pre-split Class A ordinary shares of a par value of US$0.0001 each in the authorized share capital of the Company (including issued and unissued share capital) be consolidated into 1 post-split Class A ordinary share of a par value of US$0.05(the “Share Consolidation”), such that immediately following the Share Consolidation, the authorized share capital of the Company would be 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 a par value of US$0.001 each; and 2,000,000 preferred shares of a par value of US$0.0001 each. The Share Consolidation was approved by the Company’s shareholders on May 12, 2025. The Share Consolidation took effect on December 22, 2025 and began trading on a post-consolidation-adjusted basis on December 23, 2025.

On January 13, 2026, the Company appeared before the Panel to present its compliance plan for continued listing. On January 27, 2026, the Panel notified the Company that it granted the Company’s request to continue its listing on Nasdaq, and confirmed that the Company regained compliance with the minimum bid price requirement set forth in Rule 5550(a)(2) of the Rules.

As of the date of this report, the Company has 4,686,248 Class A ordinary shares issued and outstanding.

This report shall be deemed to be incorporated by reference in the registration statements 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.

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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: January 28, 2026

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FAQ

What Nasdaq compliance issue did Cheer Holding Inc. (CHR) face?

Cheer Holding fell out of compliance with Nasdaq’s $1.00 minimum bid price requirement and also triggered the Low Priced Stocks Rule after its shares closed at $0.10 or less for ten consecutive trading days, prompting a potential delisting determination.

How did Cheer Holding (CHR) respond to the Nasdaq delisting determination?

Cheer Holding requested a hearing before a Nasdaq Hearings Panel, which stayed the delisting process. The company then implemented a 1‑for‑50 share consolidation as part of its compliance plan to increase the share price above Nasdaq’s minimum bid requirement.

What were the terms of Cheer Holding’s share consolidation?

Cheer Holding consolidated every 50 pre-split Class A ordinary shares of par value US$0.0001 into 1 post-split share of par value US$0.05. The consolidation took effect on December 22, 2025, with trading on a post-consolidation basis beginning December 23, 2025.

Did Cheer Holding regain compliance with Nasdaq listing rules?

Yes. After a hearing on January 13, 2026, the Nasdaq Hearings Panel granted Cheer Holding’s request to continue its listing and confirmed that the company regained compliance with the minimum bid price requirement under Rule 5550(a)(2) of the Nasdaq Listing Rules.

How many Cheer Holding Class A shares are outstanding after the consolidation?

Following the share consolidation and as of this report, Cheer Holding states that it has 4,686,248 Class A ordinary shares issued and outstanding, reflecting the adjusted share count after the 1‑for‑50 consolidation approved by shareholders and implemented in December 2025.

How did Cheer Holding’s authorized share capital change after the consolidation?

After the consolidation, authorized share capital is described as US$500,700 divided into 10,000,000 Class A ordinary shares at par value US$0.05, 500,000 Class B shares at par value US$0.001, and 2,000,000 preferred shares at par value US$0.0001.

How is this 6-K related to Cheer Holding’s existing registration statements?

Cheer Holding states that this report is deemed incorporated by reference into its existing registration statements on Form S-8 (File No. 333-282386) and Form F-3 (File No. 333-279221), except where later documents or reports may supersede its disclosures.