Cheer Holding (CHR) investor files exit Schedule 13D at 0.9% ownership

Rhea-AI Filing Summary

Cheer Holding, Inc. received an amended Schedule 13D from Zhong Sheng Ding Xin Investment Fund Management (Beijing) Co., Ltd. stating that it now beneficially owns 13,441 Class A ordinary shares. This represents 0.9% of 1,562,119 Class A shares outstanding as of April 14, 2026.

The investor reports sole voting and dispositive power over all 13,441 shares. It explains that, due to an increase in Cheer Holding’s outstanding Class A shares, it ceased to be a beneficial owner of more than five percent of the class on November 6, 2025, making this amendment an exit filing.

The filing notes that all share figures have been adjusted for three share consolidations by Cheer Holding: a one-for-ten consolidation on November 24, 2023, a one-for-fifty consolidation on December 22, 2025, and a one-for-three consolidation on April 6, 2026.

Key Figures

Beneficial ownership shares: 13,441 shares Ownership percentage: 0.9% Shares outstanding: 1,562,119 shares +4 more

7 metrics

Beneficial ownership shares 13,441 shares Class A ordinary shares beneficially owned by Zhong Sheng Ding Xin

Ownership percentage 0.9% Percent of Class A ordinary shares beneficially owned

Shares outstanding 1,562,119 shares Class A shares outstanding as of April 14, 2026

Date ceased >5% holder November 6, 2025 Date reporting person fell below five percent ownership

Share consolidation ratio 1-for-10 Share consolidation completed November 24, 2023

Share consolidation ratio 1-for-50 Share consolidation completed December 22, 2025

Share consolidation ratio 1-for-3 Share consolidation completed April 6, 2026

Key Terms

beneficial owner, Schedule 13D, share consolidation, exit filing, +1 more

5 terms

beneficial owner financial

"ceased to be the beneficial owner of more than five percent"

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.

Schedule 13D regulatory

"previously filed a statement on Schedule 13G to report the acquisition"

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.

share consolidation financial

"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.

exit filing regulatory

"This Amendment is the final amendment to the Original and constitutes an "exit filing""

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: Sole Voting Power 13,441.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

CHEER HOLDING, INC.

(Name of Issuer)

Class A Ordinary Shares, par value $0.15 per share

(Title of Class of Securities)

G39973139

(CUSIP Number)

Zhao Wang
6F Building 4, Wangjing Street, Chaoyang,
Beijing, F4, 100020
86-166-0102-8011

(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

Zhong Sheng Ding Xin Investment Fund Management (Beijing) Co., Ltd.

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

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 13,441.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 13,441.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

13,441.00

12

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

13

Percent of class represented by amount in Row (11)

0.9 %

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-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 (the "Shares"), outstanding of the Issuer as of April 14, 2026, based on information provided to the Reporting Person by the Issuer.

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. 1 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on May 19, 2023 (the "Original Schedule 13D") by Zhong Sheng Ding Xin Investment Fund Management (Beijing) Co., Ltd., a corporation with limited liability organized under the laws of the People's Republic of China (the "Reporting Person"). 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 because the Reporting Person has ceased to be the beneficial owner of more than five percent of the Class A Shares as a result of an increase in the number of Class A Shares outstanding of the Issuer. This Amendment is the final amendment to the Original Schedule 13D and constitutes an "exit filing" for Reporting Person.
Item 5.	Interest in Securities of the Issuer
(a)	Rows 11 and 13 of the 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 the Reporting Person and are incorporated by reference. The calculation of the percentage of Class A Shares outstanding beneficially owned by the Reporting Person is based upon 1,562,119 Class A Shares outstanding as of April 14, 2026 based on information provided to the Reporting Person by the Issuer.
(b)	Rows 7 through 10 of the Reporting Person's cover page to this Amendment set forth the number of shares of Class A Shares as to which the 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.
(c)	None.
(d)	None.
(e)	As a result of an increase in the number of Class A Shares outstanding of the Issuer, on November 6, 2025 the Reporting Person ceased to be the beneficial owner of more than five percent of the Shares.

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.

Zhong Sheng Ding Xin Investment Fund Management (Beijing) Co., Ltd.

Signature:	/s/ Zhao Wang
Name/Title:	Zhao Wang/ Project Manager
Date:	04/15/2026

FAQ

What ownership stake does Zhong Sheng Ding Xin report in CHEER HOLDING (CHR)?

Zhong Sheng Ding Xin reports beneficial ownership of 13,441 Class A ordinary shares of Cheer Holding, Inc., representing 0.9% of the Class A shares outstanding. This percentage is calculated using 1,562,119 Class A shares outstanding as of April 14, 2026.

Why did Zhong Sheng Ding Xin file Amendment No. 1 to its Schedule 13D for CHR?

The amendment was filed because Zhong Sheng Ding Xin ceased to be the beneficial owner of more than five percent of Cheer Holding’s Class A shares. This change resulted from an increase in the company’s outstanding Class A shares, not from reported share sales.

When did Zhong Sheng Ding Xin fall below the 5% ownership threshold in CHEER HOLDING?

Zhong Sheng Ding Xin states that on November 6, 2025 it ceased to be the beneficial owner of more than five percent of Cheer Holding’s Class A shares. The filing describes this Amendment No. 1 as the final amendment and an exit filing for the reporting person.

How many Cheer Holding shares are used to compute Zhong Sheng Ding Xin’s 0.9% stake?

The 0.9% ownership figure is based on 1,562,119 Class A ordinary shares of Cheer Holding outstanding as of April 14, 2026. That outstanding share count was provided to Zhong Sheng Ding Xin by the issuer and is used as the denominator in the calculation.

What share consolidations has CHEER HOLDING completed that affect the reported share numbers?

Cheer Holding completed three share consolidations that affect the reported figures: a one-for-ten consolidation on November 24, 2023, a one-for-fifty consolidation on December 22, 2025, and a one-for-three consolidation on April 6, 2026. All share counts in the amendment reflect these adjustments.

What voting and dispositive powers does Zhong Sheng Ding Xin report over CHR shares?

Zhong Sheng Ding Xin reports sole voting power over 13,441 Class A shares and no shared voting power. It also reports sole dispositive power over the same 13,441 shares, with no shared dispositive power, indicating exclusive authority to vote and dispose of these holdings.