Welcome to our dedicated page for Cheer Holding SEC filings (Ticker: CHR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Cheer Holding, Inc.'s SEC filings document a foreign private issuer that reports current events on Form 6-K and annual results on Form 20-F. The filings describe its mobile internet infrastructure and platform-services business, the CHEERS ecosystem, fiscal-year operating results, registration-statement references, and disclosures tied to AI-oriented product and platform activity.
The company’s regulatory record also covers share capital structure, including Class A ordinary shares, Class B ordinary shares and preferred shares; shareholder votes and proxy materials for extraordinary general meetings; share consolidations and reductions; Nasdaq listing-compliance notices; registered direct offerings and pre-funded warrants; and governance actions such as special committee review of preliminary acquisition proposals. These filings frame capital actions, listing status, financing terms, voting mechanics and corporate governance for CHR shareholders.
Cheer Holding, Inc. reported it received a Nasdaq notice that its shares no longer meet the $1.00 minimum bid price requirement after 30 consecutive business days below that level from September 4 to October 15, 2025. The notice does not immediately affect the listing or trading of its securities on The Nasdaq Capital Market.
The company has 180 calendar days, until April 14, 2026, to regain compliance by having its Class A ordinary shares close at or above $1.00 for at least ten consecutive business days. If it does not regain compliance by that date, it may be eligible for additional time or could face delisting. Cheer Holding said it will monitor its closing bid price and evaluate available options during the compliance period.
S.H.N. Financial Investments Ltd. reported beneficial ownership of 2,432,016 Class A Ordinary Shares of Cheer Holding, Inc., representing 9.99% of the outstanding class based on 24,322,133 shares post-offering. The reported amount combines 1,278,516 Class A Ordinary Shares and 1,153,500 pre-funded warrants exercisable into Class A shares. Certain additional pre-funded warrants and Series A and B warrants are excluded from the reported total because each is subject to a 9.99% beneficial ownership limitation. The filing names S.H.N. Financial (organized in Israel) as the reporting person and notes Nir Shamir is CEO of S.H.N.; he is described as possibly deemed to beneficially own the securities but disclaims such ownership for other purposes. The filing certifies the holdings are not intended to influence control of the issuer.
Bigger Capital Fund, LP, together with its general partner Bigger Capital Fund GP, LLC and Michael Bigger, reported beneficial ownership of 1,278,516 Class A Ordinary Shares of Cheer Holding, Inc. (CHR) as of 10/02/2025, representing approximately 7.09% of the Class A shares based on the prospectus base used. The filing discloses additional holdings tied to Pre-Funded Warrants and Series A and B Warrants that were not included in the 7.09% calculation because their exercises are subject to 4.99%/9.99% beneficial ownership limitations.
The Reporting Persons sold their Class A Shares and related Pre-Funded Warrants on 10/03/2025 and therefore reported no beneficial ownership above 5.00% as of that date; later, on 10/07/2025 they sold Series B Warrants and may be deemed to hold 2,537,313 Class A Ordinary Shares issuable upon exercise of Series A Warrants subject to a 4.99% limitation. Signatures by Michael Bigger certify the filing.
Shah Capital Management and Shah Capital Opportunity Fund LP each report beneficial ownership of 600,000 ordinary shares of Cheer Holding, Inc., representing 2.47% of the class. Both filers state they have no sole voting or dispositive power and instead share voting and dispositive power over the 600,000 shares. The filing is made under Schedule 13G (Amendment No. 7) and declares the shares were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control. Signatures by Himanshu H. Shah appear for both entities with a filing event date of 10/03/2025 and signature date 10/07/2025.
Cheer Holding, Inc. completed a best efforts public offering of 12,686,565 units for aggregate gross proceeds of about $8.5 million before fees and expenses. Each unit was priced at $0.67 and consists of one Class A ordinary share or a pre-funded warrant, plus one Series A warrant and one Series B warrant, each to purchase one Class A share.
Pre-funded warrants are exercisable at $0.001 per share, subject to a 4.99% or, at the holder’s election, up to 9.99% beneficial ownership cap. The Series A and Series B warrants have an initial exercise price of $0.7035 per share, are exercisable upon issuance, and expire one year after issuance. Series B warrants also allow a zero exercise price option under which up to 65,000,000 Class A shares may be issued in total.
The placement agent, Univest Securities, LLC, receives a 7.0% cash fee, a 1% expense allowance on gross proceeds, and up to $150,000 for additional expenses. Directors, executive officers and certain 5% beneficial owners agreed to 90-day lock-ups. The company plans to use net proceeds for working capital and general corporate purposes, including sales and marketing for user acquisition.
CHEER Holding, Inc. (CHR) is offering 12,686,565 Units at $0.67 per Unit, consisting of Class A Shares (or Pre-Funded Warrants) together with Series A and Series B Warrants. The prospectus states estimated proceeds to the company, before expenses and excluding any warrant exercises, of $7,899,145.25 and a placement agent fee of 7% (approximately $594,559.32) plus specified reimbursements. The offering includes 6,293,985 Pre-Funded Warrants to avoid 4.99%/9.99% ownership caps. The filing discloses user metrics for the CHEERS apps: CHEERS e-Mall downloads reported as 60.7 and 70.4, CHEERS Telepathy downloads 11.3 and 14.1, MAU for CHEERS e-Mall 6.9 and CHEERS Telepathy 0.9 and 3.3, a 180-day repurchase rate (RPR) of 38.8% for CHEERS e-Mall, average Daily Time Spent on CHEERS video of 54.3 minutes, and average monthly visits on CHEERS Telepathy of approximately 3.8 million. The Company’s Class A Shares trade on Nasdaq under symbol "CHR." The prospectus also describes corporate structure elements including VIE arrangements, WFOE, and named PRC entities, and lists exemptions and disclosure differences applicable to the issuer as a foreign private issuer.
Cheer Holding, Inc. filed a Form 6-K to furnish a press release issued on October 1, 2025, announcing the pricing of a best efforts offering. The filing clarifies that this information is furnished rather than filed and is not automatically incorporated into other Cheer Holding securities filings.