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

Rhea-AI Filing Summary

Cheer Holding, Inc. reported that it received two preliminary, non-binding proposals to acquire all of its Class A ordinary shares. The company furnished a press release and copies of both proposals as exhibits.

The proposals were submitted by Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd. (dated November 1, 2025) and Excel Ally Ventures Limited (dated November 4, 2025). The materials are incorporated by reference into the company’s Registration Statements on Form S-8 (File No. 333-282386) and Form F-3 (File No. 333-279221), to the extent not superseded by later filings.

Insights

M&A and Capital Markets Analyst

Non-binding buyout interest disclosed; early-stage and informational.

Cheer Holding disclosed two preliminary, non-binding proposals to acquire all Class A ordinary shares, indicating inbound strategic interest but no binding commitment. The filing attaches a press release and the proposals, which formalizes public awareness without specifying price, structure, or financing.

Because the proposals are non-binding, outcomes depend on subsequent negotiations and diligence. The company also notes incorporation by reference into existing Form S-8 and Form F-3, a procedural step that allows investors to access the materials within those registration frameworks.

Proposal dates are November 1, 2025 and November 4, 2025. Actual impact will hinge on any future definitive agreement or updated disclosures.

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 5, 2025, Cheer Holding, Inc. issued a press release announcing that it received two preliminary non-binding proposals to acquire all of its Class A ordinary 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 5, 2025
99.2*		Non-binding Proposal from Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd., dated November 1, 2025
99.3*		Non-binding Proposal from Excel Ally Ventures Limited, dated November 4, 2025

* Furnished but not filed.

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 5, 2025

2

FAQ

What did Cheer Holding (CHR) announce in this 6-K?

Cheer Holding disclosed two preliminary, non-binding proposals to acquire all of its Class A ordinary shares and furnished the related press release and proposals as exhibits.

Who submitted the proposals to acquire CHR’s Class A ordinary shares?

Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd. and Excel Ally Ventures Limited.

When were the proposals to acquire CHR submitted?

One proposal was dated November 1, 2025, and the other was dated November 4, 2025.

Are the proposals to acquire Cheer Holding binding?

No. The proposals are described as preliminary and non-binding.

Which exhibits were provided with the CHR 6-K?

A press release dated November 5, 2025 (Exhibit 99.1) and the two non-binding proposals (Exhibits 99.2 and 99.3).

How are these materials incorporated for CHR investors?

They are incorporated by reference into Cheer Holding’s Registration Statements on Form S-8 (File No. 333-282386) and Form F-3 (File No. 333-279221), to the extent not superseded.