Cheer Holding SEC Filings

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.

Cheer Holding, Inc. reported that it has formed a special committee to review two preliminary, non-binding proposals to acquire all of its shares. These proposals indicate external interest in buying the entire company, but they are still at an early stage and not legally binding. The special committee is expected to provide an independent evaluation of the terms and implications of any potential transaction for shareholders.

The company disclosed this development through a press release dated November 18, 2025, which is attached as an exhibit and incorporated by reference into its existing registration statements on Form S-8 and Form F-3. This linkage allows the same information to apply across those registered securities programs.

Cheer Holding (CHR) priced a registered direct offering for aggregate gross proceeds of $15 million, selling 187,500,000 Class A shares or, in lieu of shares, pre-funded warrants at $0.08 per share. Pre-funded warrants were priced at $0.079 with a $0.001 exercise price and are immediately exercisable, subject to a 4.99% (or up to 9.99%) beneficial ownership cap. The offering is expected to close on November 6, 2025.

Univest Securities acted as sole placement agent for an 8.0% cash fee and up to $120,000 in expense reimbursement. Directors, executive officers, and certain 5% holders agreed to a 90‑day lock-up. The company plans to use net proceeds for general working capital and other corporate purposes, including sales and marketing for user acquisition. The securities were offered under the company’s effective Form F‑3 shelf, with a prospectus supplement dated November 5, 2025.

CHEER Holding (CHR) launched a best‑efforts primary offering of 24,000,000 Class A ordinary shares at $0.08 per share and 163,500,000 pre‑funded warrants priced at $0.079, with a maximum aggregate amount of $15,000,000. The pre‑funded warrants are immediately exercisable at an exercise price of $0.001 per share and do not expire. This prospectus supplement also covers the Class A shares issuable upon exercise of the pre‑funded warrants.

The fee table reflects gross proceeds of $14,836,500, placement agent commissions of 8%, and proceeds before expenses of $13,649,580 if fully sold. There is no minimum offering requirement, and the placement agent is acting on a best‑efforts basis. The Company will bear offering costs.

Shares outstanding were 89,309,902 Class A shares prior to the offering and would be 113,309,902 after the share sale (or 276,809,902 assuming full exercise of the pre‑funded warrants). A 4.99% (or 9.99% at purchaser election) beneficial ownership limit applies to warrant exercises. CHR is listed on Nasdaq; the pre‑funded warrants will not be listed.

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.