Bing Zhang (CHR) discloses 0.8% Class A stake but 97% voting power

Rhea-AI Filing Summary

Cheer Holding, Inc. insider Bing Zhang has updated his ownership disclosure on Schedule 13D/A. After several share consolidations, he is reported to beneficially own 13,143 Class A ordinary shares, equal to 0.8% of that class based on 1,562,119 Class A shares outstanding as of April 10, 2026.

Through direct holdings and Happy Starlight Limited, Zhang controls 507 Class A shares personally and 12,636 Class A shares via the British Virgin Islands entity. He also directly holds 500,000 Class B shares, each carrying one hundred votes. Together, this structure gives him an aggregate voting power of 50,013,143 votes, or 97.0% of the total voting power when Class A and Class B vote as a single class.

Insights

Governance & Ownership Structure Analyst

Bing Zhang’s economic stake in Class A is small, but his voting control remains dominant.

The filing shows Bing Zhang beneficially owning 13,143 Class A shares, or 0.8% of that class, after the issuer’s share consolidations. However, he also holds 500,000 high-vote Class B shares and controls Happy Starlight Limited’s Class A position.

Because each Class B share carries one hundred votes, Zhang’s combined holdings represent 50,013,143 votes, equating to 97.0% of aggregate voting power when all shares vote together. This effectively secures control over shareholder decisions, despite a relatively modest economic stake in the Class A equity.

The amendment attributes the change in percentage ownership to an increase in outstanding Class A shares, not to new share purchases or sales. Future company actions requiring shareholder approval are therefore likely to reflect Zhang’s preferences, given this concentrated voting power.

Key Figures

Class A shares beneficially owned by Bing Zhang: 13,143 Class A shares Class A shares held via Happy Starlight Limited: 12,636 Class A shares Class A shares held directly by Bing Zhang: 507 Class A shares +5 more

8 metrics

Class A shares beneficially owned by Bing Zhang 13,143 Class A shares Aggregate beneficial ownership reported in Schedule 13D/A

Class A shares held via Happy Starlight Limited 12,636 Class A shares Beneficially owned through Happy Starlight Limited

Class A shares held directly by Bing Zhang 507 Class A shares Direct holding reported in Item 5(b)

Class B shares held by Bing Zhang 500,000 Class B shares Represents all outstanding Class B shares

Class A shares outstanding 1,562,119 Class A shares Outstanding as of April 10, 2026

Percent of Class A owned 0.8% Bing Zhang’s beneficial ownership of Class A shares

Total voting power 50,013,143 votes Combined Class A and Class B votes

Voting power percentage 97.0% Total aggregate voting power held by Bing Zhang

Key Terms

beneficial owner, Class B Shares, share consolidation, Schedule 13D, +2 more

6 terms

beneficial owner financial

"Mr. Zhang may be deemed to beneficially own an aggregate of 13,143 Class A Shares."

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Class B Shares financial

"Does not include 500,000 Class B ordinary shares ("Class B Shares") directly held by Mr. Zhang."

Class B shares are one type of a company’s stock that carries a specific set of rights — often different voting power or dividend rules compared with other classes. For investors, that affects influence over company decisions and potential income: owning Class B might mean fewer or more votes per share or different claim on profits, like having a different seat at a decision table or a different slice of the payout pie.

share consolidation financial

"All of the share numbers presented in this Amendment have been adjusted to reflect the following share consolidations effected by the Issuer."

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

Schedule 13D financial

"This Amendment No. 7 to (this "Amendment") amends and supplements the filed with the (the "SEC") on February 24, 2020."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

voting power financial

"As a result, Mr. Zhang has sole voting power of 50,000,507 shares and shared voting power of 50,013,143 shares."

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

Joint Filing Agreement financial

"Item 7 of the Original is hereby amended to add the following: Exhibit 99.1 Joint Filing Agreement"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

Cheer Holding, Inc.

(Name of Issuer)

Class A Ordinary Shares, par value $0.15 per share

(Title of Class of Securities)

G39973139

(CUSIP Number)

Bing Zhang
19F, Block B, Xinhua Technology Bldg, No. 8 Tuofangying Rd, Chaoyang
Beijing, F4, 100016
86-138-1035-5988

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/06/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G39973139

1

Name of reporting person

Bing Zhang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 507.00
8	Shared Voting Power 12,636.00
9	Sole Dispositive Power 507.00
10	Shared Dispositive Power 12,636.00

11

Aggregate amount beneficially owned by each reporting person

13,143.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

All of the share numbers presented in this Amendment have been adjusted to reflect the following share consolidations effected by the Issuer: a one-for-ten share consolidation completed on November 24, 2023, a one-for-fifty share consolidation completed on December 22, 2025, and a one-for-three share consolidation completed on April 6, 2026. The calculation of the percent of class in Row 13 is based on 1,562,119 Class A ordinary shares, par value $0.15, outstanding of the Issuer as of April 10, 2026, based on information provided to the Reporting Person by the Issuer. Does not include 500,000 Class B ordinary shares ("Class B Shares") directly held by Mr. Zhang. Each Class A Share shall be entitled to one (1) vote, and each Class B Share shall be entitled to one hundred (100) votes. Class B Shares are not convertible into Class A Shares and may be redeemed by the Issuer at par value at the option of the holder.

SCHEDULE 13D

CUSIP Number(s): G39973139

1

Name of reporting person

Happy Starlight Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,636.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,636.00

11

Aggregate amount beneficially owned by each reporting person

12,636.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.8 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

All of the share numbers presented in this Amendment have been adjusted to reflect the following share consolidations effected by the Issuer: a one-for-fifty share consolidation completed on December 22, 2025, and a one-for-three share consolidation completed on April 6, 2026. The calculation of the percent of class in Row 13 is based on 1,562,119 Class A ordinary shares, par value $0.15, outstanding of the Issuer as of April 10, 2026, based on information provided to the Reporting Person by the Issuer. Does not include 500,000 Class B ordinary shares ("Class B Shares") directly held by Mr. Zhang. Each Class A Share shall be entitled to one (1) vote, and each Class B Share shall be entitled to one hundred (100) votes. Class B Shares are not convertible into Class A Shares and may be redeemed by the Issuer at par value at the option of the holder.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, par value $0.15 per share
(b)	Name of Issuer: Cheer Holding, Inc.
(c)	Address of Issuer's Principal Executive Offices: 19F, Block B, Xinhua Technology Bldg, No. 8 Tuofangying Rd, Chaoyang, Beijing, CHINA , 100016.
Item 1 Comment: This Amendment No. 7 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on February 24, 2020, the Amendment No.1 to the Schedule 13D filed with the SEC on May 5, 2021, the Amendment No. 2 to the Schedule 13D filed with the SEC on March 14, 2022, the Amendment No. 3 to the Schedule 13D filed with the SEC on April 22, 2022, the Amendment No. 4 to the Schedule 13D filed with the SEC on July 12, 2022, the Amendment No. 5 filed with the SEC on April 11, 2023, and the Amendment No. 6 filed with the SEC on September 10, 2024 (as amended, the "Original Schedule 13D") by Happy Starlight Limited, a British Virgin Islands company ("HSL"), and Mr. Bing Zhang (each, a "Reporting Person" and together with HSL, the "Reporting Persons"). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original Schedule 13D. This Amendment is being filed to report a change in the percentage of the beneficial ownership of the Reporting Person as a result of an increase in the number of Class A Shares outstanding of the Issuer.
Item 2.	Identity and Background
(b)	1(b) and 2(b) of Item 2 of the Original Schedule 13D are amended as follows: The principal business address of each of the Reporting Person is 19F, Block B, Xinhua Technology Building, No. 8 Tuofangying South Road, Jiuxianqiao, Chaoyang District, Beijing, China 100016.
Item 5.	Interest in Securities of the Issuer
(a)	Rows 11 and 13 of each Reporting Person's cover page to this Amendment set forth the aggregate number of shares of Class A Shares and percentages of the shares of Class A Shares beneficially owned by such Reporting Person and are incorporated by reference. Mr. Zhang is the sole director and sole shareholder of HSL and is deemed to be the beneficial owner of all of the Class A Shares held by HSL. As of the date hereof, Mr. Zhang may be deemed to beneficially own an aggregate of 13,143 Class A Shares. The foregoing does not include 500,000 Class B Shares directly held by Mr. Zhang. Each Class A Share shall be entitled to one (1) vote, and each Class B Share shall be entitled to one hundred (100) votes. Class B Shares are not convertible into Class A Shares and may be redeemed by the Issuer at par value at the option of the holder. The calculation of the percentage of Class A Shares outstanding beneficially owned by such Reporting Person is based upon 1,562,119 Class A Shares outstanding as of April 10, 2026 based on information provided to the Reporting Person by the Issuer.
(b)	Rows 7 through 10 of each Reporting Person's cover page to this Amendment set forth the number of shares of Class A Shares as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference. Mr. Zhang is the sole director and sole shareholder of HSL and is deemed to be the beneficial owner of all of the Class A Shares held by HSL. In addition, Mr. Zhang directly holds 500,000 Class B Shares, which represents all the outstanding Class B Shares, each of which is entitled to one hundred (100) votes per share. As of the date hereof, Mr. Zhang may be deemed to beneficially own (i) 507 Class A Shares held directly by Mr. Zhang, (ii) 12,636 Class A Shares held by HSL, and (iii) 500,000 Class B Shares. As a result, Mr. Zhang has sole voting power of 50,000,507 shares (which includes the 50,000,000 votes provided by the Class B Shares voting together as a single class with the Class A Shares) and shared voting power of 50,013,143 shares (which includes the 50,000,000 votes provided by the Class B Shares voting together as a single class with the Class A Shares). Reflects total aggregate voting power of 50,013,143 shares voting as a single class, or 97.0%, as of the date hereof.
(c)	None.
(d)	None.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Original Schedule 13D is hereby amended to add the following: Exhibit 99.1 Joint Filing Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bing Zhang

Signature:	/s/ Bing Zhang
Name/Title:	Bing Zhang, an individual
Date:	04/16/2026

Happy Starlight Limited

Signature:	/s/ Bing Zhang
Name/Title:	Bing Zhang, Sole Director
Date:	04/16/2026

FAQ

How many Cheer Holding (CHR) Class A shares does Bing Zhang beneficially own now?

Bing Zhang is reported to beneficially own 13,143 Class A ordinary shares of Cheer Holding. This includes 507 Class A shares held directly and 12,636 Class A shares held through Happy Starlight Limited, based on the updated Schedule 13D/A disclosure.

What percentage of Cheer Holding (CHR) Class A shares does Bing Zhang control?

The filing states Bing Zhang’s 13,143 Class A shares represent 0.8% of that class. This percentage is calculated using 1,562,119 Class A ordinary shares outstanding as of April 10, 2026, according to information the issuer provided to the reporting person.

How much voting power does Bing Zhang hold in Cheer Holding (CHR)?

Bing Zhang’s holdings give him 50,013,143 votes, or 97.0% of total voting power. This combines votes from 13,143 Class A shares and 500,000 Class B shares, with each Class B share carrying one hundred votes when all classes vote together.

What role does Happy Starlight Limited play in Cheer Holding (CHR) ownership?

Happy Starlight Limited, a British Virgin Islands company, holds 12,636 Cheer Holding Class A shares. Bing Zhang is the sole director and sole shareholder of Happy Starlight Limited, so he is deemed the beneficial owner of all Class A shares held through this entity.

How many Class B shares of Cheer Holding (CHR) does Bing Zhang hold and what are their rights?

Bing Zhang directly holds 500,000 Class B ordinary shares, representing all outstanding Class B shares. Each Class B share carries one hundred votes, is not convertible into Class A shares, and may be redeemed by the issuer at par value at the holder’s option.

Why did Bing Zhang’s percentage ownership in Cheer Holding (CHR) change in this amendment?

The amendment states the change in Bing Zhang’s percentage ownership results from an increase in the number of Cheer Holding Class A shares outstanding. It is described as a percentage change driven by the issuer’s share count, rather than by new acquisitions or dispositions.