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.
The SEC filings page for Cheer Holding, Inc. (NASDAQ: CHR) provides access to the company’s official reports as a foreign private issuer, including its Form 20-F annual report and multiple Form 6-K current reports. These documents describe Cheer Holding as a provider of next-generation mobile internet infrastructure and platform services in China and outline its CHEERS digital ecosystem, which integrates platforms, applications, technology, and industry for web3.0 environments powered by AI and related technologies.
Through its Form 6-K filings, Cheer Holding reports capital markets and financing transactions such as best-efforts public offerings of units (Class A ordinary shares or pre-funded warrants plus Series A and Series B warrants) and a registered direct offering of Class A ordinary shares or pre-funded warrants. The filings summarize key terms of securities purchase agreements, placement agency agreements, warrant structures, and lock-up arrangements, and state that net proceeds are intended for general working capital and corporate purposes, including sales and marketing expenses for user acquisition.
Cheer Holding’s filings also document Nasdaq listing and compliance matters. The company has furnished notices from Nasdaq regarding non-compliance with the minimum bid price requirement, application of the Low Priced Stocks Rule, and a resulting delisting determination subject to a hearing request. Related Form 6-K reports describe the company’s plan to request a hearing before the Nasdaq Hearings Panel and reference press releases discussing potential share consolidation measures intended to support continued listing.
In addition, Form 6-K reports incorporate press releases on preliminary non-binding proposals to acquire all outstanding Class A ordinary shares and the formation of a special committee of the board to evaluate these proposals and other strategic alternatives. These filings provide context on potential corporate transactions and governance processes.
On Stock Titan, Cheer Holding’s SEC filings are updated in line with EDGAR and paired with AI-powered summaries that highlight the main points of each document. Users can quickly see which filings relate to offerings, listing compliance, strategic proposals, or operational updates, and then drill into the full text for detailed terms, risk disclosures, and financial information.
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.