| 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. 8 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, the Amendment No. 7 filed with the SEC on April 16, 2026 (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, collectively, 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 the consummation of the sale by Mr. Zhang of all 500,000 Class B Shares pursuant to the Share Purchase Agreement described in Item 4 and each Reporting Person has ceased to be the beneficial owner of more than five percent of the Class A Shares. This Amendment is the final amendment to the Original Schedule 13D and constitutes an "exit filing" for each Reporting Person. |
| Item 4. | Purpose of Transaction |
| | On September 16, 2026, Mr. Bing Zhang, the Chairman of the Board of Directors, Chief Executive Officer and interim Chief Financial Officer of the Company, entered into a Share Purchase Agreement (the "Share Purchase Agreement") with Lioness Limited, a company organized under the laws of Hong Kong (the "Purchaser"), pursuant to which Mr. Zhang sold and assigned to the Purchaser all 500,000 Class B ordinary shares of the Company, par value US$0.001 per share (the "Class B Shares"), held by Mr. Zhang, constituting all the issued and outstanding Class B Shares of the Company, for aggregate consideration of US$500.00.
Pursuant to the third amended and restated memorandum and articles of association of the Company as adopted by special resolution passed on August 28 2024, as further amended on May 12, 2025 and July 7, 2026 (each the "Memorandum" and the "Articles"), holders of Class A ordinary shares, par value $0.15 per share ("Class A Shares") and Class B Shares shall at all times vote together as one class on all resolutions submitted to a vote by the shareholders of the Company. Pursuant to the Articles, each Class A Share is entitled to one (1) vote on all matters subject to vote on a poll at general meetings of the Company, and each Class B Share is entitled to one hundred (100) votes on all matters subject to vote on a poll at general meetings of the Company. Further, a Class B Share is not convertible into a Class A Share but may be redeemed by the Company at the option of the relevant shareholder by notice in writing to the Company and the redemption price shall be the par value of such Class B Share.
Based on 1,845,453 Class A Shares and 500,000 Class B Shares issued and outstanding as of September 16, 2026, the Class B Shares represent approximately 96.44% of the aggregate voting power of the Company's issued and outstanding share capital.
Mr. Zhang determined to sell the Class B Shares for personal reasons, including health considerations, and because he believes that the Purchaser's experience, resources and international network may support the further development of the Company's business and international operations. Following the sale, Mr. Zhang will continue to serve as the Company's Chairman, Chief Executive Officer and interim Chief Financial Officer. |
| 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 calculation of the percentage of Class A Shares outstanding beneficially owned by such Reporting Person is based upon 1,845,453 Class A Shares outstanding as of June 30, 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. As of the date hereof, Mr. Zhang may be deemed to beneficially own (i) 507 Class A Shares held directly by Mr. Zhang and (ii) 12,636 Class A Shares held by HSL.
Accordingly, Mr. Zhang has sole voting and dispositive power with respect to 507 Class A Shares and shared voting and dispositive power with respect to 12,636 Class A Shares. |
| (c) | None. |
| (d) | None. |
| (e) | On November 6, 2025, each Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding Class A Shares as a result of an increase in the number of outstanding Class A Shares. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Original Schedule 13D is hereby amended and supplemented by incorporating by reference the information set forth in Item 4 of this Amendment. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 99.1, Share Purchase Agreement, dated as of September 16, 2026, by and between Bing Zhang and Lioness Limited. |
