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 October 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 ☐
Pricing and Closing of $8.5 Million Best Efforts
Offering
On October 1, 2025, Cheer
Holding, Inc. (the “Company”) priced a best efforts public offering for the sale of units as described below for aggregate
gross proceeds to the Company of approximately $8.5 million, before deducting placement agent fees and other estimated expenses payable
by the Company, excluding the exercise of any warrants offered. The offering was comprised of 12,686,565 units (each a “Unit”),
consisting of one Class A ordinary share of the Company, par value $0.001 per share (the “Class A Share”), or in lieu thereof,
a pre-funded warrant (each a “Pre-Funded Warrant”), one series A warrant to purchase one Class A Share (each a “Series
A Warrant”) and one series B warrant to purchase one Class A Share (each a “Series B Warrant”). The public offering
price of the Units was $0.67 per Unit.
Subject to limited exceptions,
a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with
its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%)
of the number of Class A Shares outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will be exercisable
for one Class A Share. The purchase price of each Pre-Funded Warrant was equal to the public offering price per Unit of $0.67 minus $0.001,
and the exercise price of each Pre-Funded Warrant is equal $0.001 per share. The Pre-Funded Warrants will be immediately exercisable (subject
to the beneficial ownership limitation) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For
each Pre-Funded Warrant we sold (without regard to any limitation on exercise set forth therein), the number of Class A Shares offered
was decreased on a one-for-one basis.
Each of the Series A Warrant
and the Series B Warrant has an initial exercise price of $0.7035 per Class A Share and are exercisable beginning on the date of the issuance
date and will expire on the one-year anniversary of the issuance date. The exercise price of the Series A and Series B Warrants and the
number of Class A Shares issuable upon exercise of the Series A and Series B Warrants will be also be subject to adjustment in the event
of share subdivisions, share dividends and other recapitalization events. If at the time of any exercise of either the Series A or Series
B Warrants, there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance
of the Class A Shares underlying the Series A and Series B Warrants to the holder, in lieu of making the cash payment to us upon such
exercise, the holder may elect instead to receive upon a “cashless exercise” (either in whole or in part) the number of Class
A Shares determined according to the formula set forth in the Series A and Series B Warrants.
A holder of the Series B Warrants
may also effect an exercise at a “zero exercise price” at any time while the Series B Warrants are outstanding. Under the
zero exercise price option, the holder of Series B Warrants has the right to receive 5.1235 Class A Shares for each Series B Warrant exercised,
which will be more than such number of Class A Shares that is issuable upon cash exercise or cashless exercise. Under the zero exercise
price option of the Series B Warrants, the maximum number of Class A Shares that may be issued to the holders of Series B Warrants is
65,000,000 in the aggregate.
The securities in the offering
are being offered pursuant to a securities purchase agreement with certain investors (the “Securities Purchase Agreement”)
and the Company’s registration statement on Form F-1 (File No. 333-289372), as amended, which was initially filed with the Securities
and Exchange Commission (the “SEC”) on August 7, 2025 and declared effective by the SEC on September 30, 2025.
On October 1, 2025, the Company
entered into a placement agency agreement (the “Placement Agency Agreement”) with Univest Securities, LLC (the “Placement
Agent”), pursuant to which the Placement Agent acted as sole placement agent for the offering and would receive at the closing of
the offering a cash fee equal to 7.0% of the gross proceeds in the offering, a non-accountable expenses allowance of 1% of the gross proceeds
of the offering and reimbursement for legal fees and other out-of-pocket fees, costs and expenses in the amount of up to $150,000.
Pursuant to the Securities
Purchase Agreement and the Placement Agency Agreement, the Company’s directors, executive officers, and certain beneficial owners
of 5% or more of our outstanding Class A Shares entered into lock-up agreements with the Placement Agent. Under these agreements, these
parties have agreed, subject to specified exceptions, not to offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of
any Class A Shares or securities convertible into, or exchangeable or exercisable for, our Class A Shares for 90 days from the closing
date of the offering without the prior consent of the Placement Agent.
The offering closed on October
2, 2025. The Company intends to use the net proceeds from the offering for general working capital purposes and other general corporate
purposes, including sales and marketing expenses for user acquisition.
Copies of (i) form of the
Pre-Funded Warrants, (ii) form of the Series A Warrant, (iii) form of the Series B Warrant, (iv) form of the Securities Purchase Agreement,
and (v) the Placement Agency Agreement are attached hereto as Exhibits 4.1, 4.2, 4.3, 10.1, and 10.2, respectively, and are incorporated
by reference herein. The foregoing summaries of the terms of each agreement mentioned above are subject to, and qualified in their entirety
by, such documents.
This report does not constitute
an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any
such state or jurisdiction.
Exhibit Index
| Exhibit
No. |
|
Exhibit
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 4.2 |
|
Form of Series A Warrant |
| 4.3 |
|
Form of Series B Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Placement Agency Agreement |
Incorporation By Reference
This report on Form 6-K and Exhibits 4.1, 4.2, 4.3, 10.1, and 10.2
attached hereto shall be deemed to be incorporated by reference in the registration statements of 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.
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 |
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