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Cheer Holding, Inc. reported solid full-year 2025 results, with revenue of $148,835 thousand, slightly above $147,196 thousand in 2024. Income from operations was $26,288 thousand, up from $25,592 thousand, reflecting disciplined cost control as selling and marketing expenses declined.
Net income attributable to shareholders was $25,617 thousand versus $25,966 thousand a year earlier, while comprehensive income rose to $40,217 thousand, helped by foreign currency translation gains. Cash and cash equivalents increased to $242,082 thousand and total shareholders’ equity grew to $369,768 thousand, supported by positive operating cash flow of $17,939 thousand and a 2025 private placement of ordinary shares. Management highlighted continued investment in artificial intelligence initiatives and initial steps toward overseas expansion within its CHEERS digital ecosystem.
Cheer Holding, Inc. files its Form 20-F annual report describing a complex China-based media and e-commerce business operated through variable interest entities Horgos and Xing Cui Can. Cheer is a Cayman holding company with no direct equity in these PRC operating entities and relies on contractual VIE arrangements.
The report highlights extensive risks from evolving PRC regulation on data security, cybersecurity review, and overseas listings, any of which could disrupt operations or render Class A Ordinary Shares significantly less valuable. It also discusses HFCAA-related audit inspection risk, noting the company’s current PCAOB-inspected Singapore auditor.
Cheer recently completed a 1-for-50 share consolidation and reports 4,686,248 Class A Ordinary Shares and 500,000 Class B Ordinary Shares outstanding as of December 31, 2025. Founder Bing Zhang effectively controls voting power via high-vote Class B stock. The company states it has not paid dividends and expects to retain earnings, while investing in AI-driven content, the CHEERS Telepathy platform, and a metaverse initiative, all framed with significant execution, technology and regulatory risk.
Cheer Holding, Inc. reported that shareholders approved, as a special resolution, a Share Consolidation and Reduction of its authorised share capital at an Extraordinary General Meeting held in Beijing.
The plan changes the authorised Class A ordinary shares from 10,000,000 shares of par value US$0.05 each to 3,333,333 shares of par value US$0.15 each, while leaving the authorised 500,000 Class B ordinary shares at US$0.001 par value and 2,000,000 preferred shares at US$0.0001 par value unchanged.
The Share Consolidation and Reduction is subject to certain conditions, and its implementation and timing will be determined at the discretion of the directors. The Company notes in its forward-looking statements that this step is intended, among other things, to help maintain compliance with Nasdaq’s minimum bid price requirement.
Cheer Holding, Inc. director Lu Jia filed an initial ownership report showing his holdings of the company’s Class A Ordinary Shares. The filing reports 13,108 Class A shares held indirectly through Enjoy Starlight Limited and 1 Class A share held directly by Lu Jia.
The footnotes state that Enjoy Starlight Limited directly holds the indirectly owned shares and that Lu Jia is the sole shareholder and director of Enjoy Starlight Limited, clarifying his relationship to this entity and the associated indirect ownership stake.
Cheer Holding, Inc. CEO Zhang Bing filed an initial ownership report showing his stake in the company’s Class A Ordinary Shares. He indirectly holds 37,906 shares through Happy Starlight Limited, where he is the sole shareholder and director, and directly holds 1,520 shares.
Cheer Holding, Inc. has called a March 16, 2026 extraordinary general meeting to ask shareholders to approve a special resolution for a share consolidation and minor reduction of its authorized Class A capital. Each 3 Class A ordinary shares of par value US$0.05, including issued and unissued, would be consolidated into 1 Class A ordinary share of par value US$0.15, reducing authorized Class A shares from 10,000,000 to 3,333,333 and total authorized capital to US$500,699.95. The Board states the main aim is to support compliance with Nasdaq’s minimum US$1.00 bid price requirement for the Class A shares, which trade on The Nasdaq Capital Market under the symbol “CHR.” The proposal would not change each holder’s percentage ownership or voting rights, with Class A carrying 1 vote per share and Class B 100 votes per share, and fractional positions will be rounded up to whole Class A shares.
Cheer Holding, Inc. received an amended Schedule 13G from an investor group led by Bigger Capital and District 2 entities, disclosing a significant but non‑controlling stake in its Class A Ordinary Shares.
As of February 11, 2026, Bigger Capital Fund, LP and District 2 Capital Fund LP each beneficially owned 137,670 Class A Ordinary Shares. Based on 4,686,248 shares outstanding as of January 28, 2026, each related fund and management entity is reported at 2.94% ownership. Michael Bigger may be deemed to beneficially own 275,340 shares, or about 5.88% of the outstanding Class A Ordinary Shares.
The filing notes additional Pre‑Funded Warrants for 525,000 shares held by each of Bigger Capital and District 2 Capital Fund LP are subject to a 9.99% beneficial ownership limitation and therefore excluded from the reported beneficial ownership. The reporting persons certify the securities were not acquired or held for the purpose of changing or influencing control of Cheer Holding.
Cheer Holding, Inc. disclosed that individual investor Frank Ulrich Brueckner has filed a Schedule 13G for Class A ordinary shares. He reports beneficial ownership of 560,024 Class A shares, representing 11.95% of the Class A share class.
Brueckner has sole voting and dispositive power over all reported shares and no shared power. He certifies that the shares were not acquired to change or influence control of Cheer Holding, indicating a passive investment intent under the Schedule 13G framework.
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.
Cheer Holding, Inc. reports that Nasdaq has issued a determination to delist its securities from The Nasdaq Capital Market after the company’s closing bid price stayed at $0.10 or less for ten consecutive trading days as of November 18, 2025. This follows an earlier notice on October 16, 2025 that the company was not meeting the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2).
Under Nasdaq’s Low Priced Stocks Rule 5810(c)(3)(A)(iii), the securities will be delisted unless Cheer Holding timely requests a hearing before the Nasdaq Hearings Panel by November 26, 2025, which would pause the suspension and Form 25-NSE filing while the Panel reviews the case. The company plans to request this hearing but notes there is no assurance of a favorable outcome or that it can meet continued listing standards during any compliance period that may be granted.