| 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 BUILDING, NO. 8 TUOFANGYING SOUTH RD, JIUXIANQIAO, CHAOYANG DISTRICT, BEIJING,
CHINA
, 100016. |
Item 1 Comment:
The Issuer's Class A ordinary shares, par value US$0.15 per share (the "Class A Shares"), are listed on The Nasdaq Capital Market under the symbol "CHR" and bear CUSIP number G39973139. The Class B Shares are not publicly traded and do not have a separate CUSIP number. The Class A Shares and Class B Shares vote together as one class on matters submitted to shareholders, with each Class A Share entitled to one vote and each Class B Share entitled to 100 votes. The 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. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D is filed jointly by (i) Lioness Limited, a company incorporated with limited liability under the laws of Hong Kong ("Lioness"), and (ii) Lim Kien Leong, a citizen of Singapore (collectively, the "Reporting Persons"). |
| (b) | The principal business and registered address of Lioness is Rm4, 16/F, Ho King Comm Ctr, 2-16 Fayuen St, Mongkok, Kowloon, Hong Kong. The business address of Mr. Lim is 464A Clementi Ave 1, #35-38, Singapore 121464. |
| (c) | Lioness is principally engaged in investment activities. Mr. Lim is the sole shareholder, owning 100% of Lioness's outstanding shares, and the controlling person of Lioness and, in that capacity, may be deemed to share voting and dispositive power over securities held by Lioness. |
| (d) | During the last five years, neither Reporting Person nor Mr. Lim has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, neither Reporting Person nor Mr. Lim has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in such person being subject to a judgment, decree or final order of the type described in Item 2(e) of Schedule 13D. |
| (f) | Lioness is organized under the laws of Hong Kong. Mr. Lim is a citizen of Singapore. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Pursuant to the Share Purchase Agreement, dated as of September 16, 2026 (the "Purchase Agreement"), by and between Lioness and Bing Zhang (the "Seller"), Lioness purchased from the Seller all 500,000 Class B Shares, constituting all issued and outstanding Class B Shares, for aggregate consideration of US$500.00. The Class B Shares were transferred to Lioness on September 22, 2026.
The funds used by Lioness to pay the US$500.00 purchase price were derived from its working capital. No part of the purchase price was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities covered by this Schedule 13D. |
| Item 4. | Purpose of Transaction |
| | The Reporting Persons acquired the Class B Shares for investment purposes and to obtain voting control of the Issuer. On September 16, 2026, pursuant to the Purchase Agreement, Lioness purchased from the Seller all 500,000 Class B Shares, constituting all issued and outstanding Class B Shares, for aggregate consideration of US$500.00. The Class B Shares were transferred to Lioness on September 22, 2026.
Voting rights and class terms. Under the Issuer's memorandum and articles of association, the Class A Shares and Class B Shares vote together as one class on resolutions submitted to shareholders. Each Class A Share is entitled to one vote, and each Class B Share is entitled to 100 votes. The 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.
Voting control. 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 50,000,000 votes and approximately 96.44% of the aggregate voting power of the Issuer's issued and outstanding share capital. Accordingly, the Reporting Persons may be deemed to control the shareholder vote of the Issuer.
Management and governance. The Purchase Agreement does not provide for any change to the Issuer's board of directors or management. Following the sale, the Seller continues to serve as the Issuer's Chairman of the Board of Directors, Chief Executive Officer and interim Chief Financial Officer.
Investor intentions. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time engage in discussions with the Issuer's management, board of directors, shareholders and other persons concerning the Issuer's business, operations, governance, capitalization, strategic direction and other matters. Depending on various factors, the Reporting Persons may acquire additional securities, dispose of securities, exercise voting or other rights, propose or support changes to the board, management, governance, capitalization, business or strategic direction of the Issuer, or take any other action described in clauses (a) through (j) of Item 4 of Schedule 13D. Except as described in this Schedule 13D, the Reporting Persons do not currently have any specific plan or proposal that relates to or would result in any of those actions. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Lioness directly beneficially owns 500,000 Class B Shares, representing 100.0% of the issued and outstanding Class B Shares. Mr. Lim, as Lioness's sole shareholder and controlling person, may be deemed to beneficially own indirectly the 500,000 Class B Shares held by Lioness. Accordingly, each Reporting Person may be deemed to beneficially own 500,000 Class B Shares, representing 100.0% of the issued and outstanding Class B Shares. Each Class B Share is entitled to 100 votes. 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 50,000,000 votes and approximately 96.44% of the Issuer's aggregate voting power. The 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. |
| (b) | Rows 7 through 10 of each Reporting Person's cover page set forth the number of Class B Shares as to which such Reporting Person has sole or shared voting or dispositive power and are incorporated herein by reference. For each Reporting Person: sole voting power, 0; shared voting power, 500,000 Class B Shares; sole dispositive power, 0; and shared dispositive power, 500,000 Class B Shares. The 500,000 Class B Shares carry an aggregate of 50,000,000 votes. |
| (c) | On September 22, 2026, Lioness acquired 500,000 Class B Shares from Bing Zhang in a privately negotiated transaction for aggregate consideration of US$500.00, or US$0.001 per Class B Share. Except for that acquisition, the Reporting Persons have not effected any transaction in the Issuer's securities during the past 60 days. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the securities reported herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Purchase Agreement. On September 16, 2026, the Seller and Lioness entered into the Purchase Agreement, pursuant to which Lioness purchased all 500,000 Class B Shares for aggregate consideration of US$500.00. The purchase and sale closed on September 16, 2026, with Lioness delivering the purchase price against delivery of an executed Purchase Agreement and stock power. The Purchase Agreement contains customary representations, warranties and transfer restrictions, including provisions relating to Regulation S under the Securities Act. It does not provide for deferred or contingent consideration, refund rights or changes to the Issuer's board of directors or management.
Class rights. The voting, conversion and redemption rights of the Class B Shares summarized in Items 1, 4 and 5 arise under the Issuer's memorandum and articles of association and not under the Purchase Agreement.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, filed as Exhibit 99.2 to this Schedule 13D and incorporated herein by reference. Other than as described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between any Reporting Person and any other person, with respect to any securities of the Issuer, including transfer or voting arrangements, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. |
| 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.
Exhibit 99.2 - Joint Filing Agreement, dated as of September 23, 2026, by and between ALioness Limited and Lim Kien Leong. |
