Cheer Holding, Inc. received an amended Schedule 13G from an investor group led by Bigger Capital and District 2 entities, disclosing a significant but non‑controlling stake in its Class A Ordinary Shares.
As of February 11, 2026, Bigger Capital Fund, LP and District 2 Capital Fund LP each beneficially owned 137,670 Class A Ordinary Shares. Based on 4,686,248 shares outstanding as of January 28, 2026, each related fund and management entity is reported at 2.94% ownership. Michael Bigger may be deemed to beneficially own 275,340 shares, or about 5.88% of the outstanding Class A Ordinary Shares.
The filing notes additional Pre‑Funded Warrants for 525,000 shares held by each of Bigger Capital and District 2 Capital Fund LP are subject to a 9.99% beneficial ownership limitation and therefore excluded from the reported beneficial ownership. The reporting persons certify the securities were not acquired or held for the purpose of changing or influencing control of Cheer Holding.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Cheer Holding, Inc.
(Name of Issuer)
Class A Ordinary Shares, $0.001 par value
(Title of Class of Securities)
G39973204
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G39973204
1
Names of Reporting Persons
BIGGER CAPITAL FUND L P
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
137,670.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
137,670.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
137,670.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.94 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G39973204
1
Names of Reporting Persons
Bigger Capital Fund GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
137,670.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
137,670.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
137,670.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.94 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G39973204
1
Names of Reporting Persons
District 2 Capital Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
137,670.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
137,670.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
137,670.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.94 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G39973204
1
Names of Reporting Persons
District 2 Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
137,670.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
137,670.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
137,670.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.94 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G39973204
1
Names of Reporting Persons
District 2 GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
137,670.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
137,670.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
137,670.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.94 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G39973204
1
Names of Reporting Persons
District 2 Holdings LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
137,670.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
137,670.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
137,670.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.94 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G39973204
1
Names of Reporting Persons
Bigger Michael
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
275,340.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
275,340.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
275,340.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.88 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Cheer Holding, Inc.
(b)
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 2.
(a)
Name of person filing:
Bigger Capital Fund, LP ("Bigger Capital")
Bigger Capital Fund GP, LLC ("Bigger GP")
District 2 Capital Fund LP ("District 2 CF")
District 2 Capital LP ("District 2")
District 2 GP LLC ("District 2 GP")
District 2 Holdings LLC ("District 2 Holdings")
Michael Bigger
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
Bigger Capital Fund, LP
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
Bigger Capital Fund GP, LLC
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
District 2 Capital Fund LP
175 W. Carver Street
Huntington, NY 11743
District 2 Capital LP
175 W. Carver Street
Huntington, NY 11743
District 2 GP LLC
175 W. Carver Street
Huntington, NY 11743
District 2 Holdings LLC
175 W. Carver Street
Huntington, NY 11743
Michael Bigger
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
(c)
Citizenship:
Bigger Capital Fund, LP
Delaware
Bigger Capital Fund GP, LLC
Delaware
District 2 Capital Fund LP
Delaware
District 2 Capital LP
Delaware
District 2 GP LLC
Delaware
District 2 Holdings LLC
Delaware
Michael Bigger
USA
(d)
Title of class of securities:
Class A Ordinary Shares, $0.001 par value
(e)
CUSIP No.:
G39973204
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of February 11, 2026, Bigger Capital beneficially owned 137,670 Class A Ordinary Shares.
The amount does not include 525,000 Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation, which are not included in the amount deemed to be beneficially owned by the Reporting Persons.
Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the Issuer's securities described herein.
As of February 11, 2026, District 2 CF beneficially owned 137,670 Class A Ordinary Shares.
The amount does not include 525,000 Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation, which are not included in the amount deemed to be beneficially owned by the Reporting Persons.
District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF.
District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF.
District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF
Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the: (i) 137,670 Class A Ordinary Shares beneficially owned by Bigger Capital, and (ii) 137,670 Class A Ordinary Shares beneficially owned by District 2 CF. Does not include: (a) 525,000 Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation owned by Bigger Capital, and (b) 525,000 Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation owned by District 2 CF.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Class A Ordinary Shares owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Class A Ordinary Shares beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the shares of Class A Ordinary Shares beneficially owned by District 2 CF. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
(b)
Percent of class:
The following percentages are based on 4,686,248 Class A Ordinary Shares issued and outstanding as of January 28, 2026 based upon the Issuer's Form 6-K filed with the Securities and Exchange Commission on January 28, 2026.
As of February 11, 2026, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own 2.94% of the outstanding Class A Ordinary Shares, (ii) each of District 2 CF, District 2, District 2 GP and District Holdings may be deemed to beneficially own 2.94% of the outstanding Class A Ordinary Shares, and (iii) Mr. Bigger may be deemed to beneficially own approximately 5.88% of the outstanding Class A Ordinary Shares. Does not include: (a) 525,000 Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation owned by Bigger Capital, and (b) 525,000 Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation owned by District 2 CF.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Bigger GP and Mr. Bigger may be deemed to share voting and dispositive power over the Class A Ordinary Shares beneficially owned by Bigger Capital and each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger may be deemed to share voting and dispositive power over the Class A Ordinary Shares beneficially owned by District 2 CF.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1. Previously filed.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
BIGGER CAPITAL FUND L P
Signature:
/s/ Michael Bigger
Name/Title:
Michael Bigger, Managing Member of Bigger Capital Fund GP, LLC, its general partner
Date:
02/11/2026
Bigger Capital Fund GP, LLC
Signature:
/s/ Michael Bigger
Name/Title:
Michael Bigger, Managing Member
Date:
02/11/2026
District 2 Capital Fund LP
Signature:
/s/ Michael Bigger
Name/Title:
Michael Bigger, Managing Member of District 2 GP LLC, its general partner
What ownership stake in Cheer Holding (CHR) does Michael Bigger report?
Michael Bigger may be deemed to beneficially own 275,340 Class A Ordinary Shares, representing about 5.88% of Cheer Holding’s outstanding Class A Ordinary Shares, based on 4,686,248 shares outstanding as of January 28, 2026 disclosed in the filing.
How many Cheer Holding (CHR) shares do Bigger Capital and District 2 Capital Fund each hold?
Bigger Capital Fund, LP and District 2 Capital Fund LP each beneficially own 137,670 Class A Ordinary Shares of Cheer Holding. These positions correspond to 2.94% of the outstanding Class A Ordinary Shares for each fund, using the issuer’s reported share count.
Are there additional Cheer Holding (CHR) shares tied to pre-funded warrants in this filing?
Yes. The filing describes 525,000 Class A Ordinary Shares issuable upon exercise of Pre‑Funded Warrants for each of Bigger Capital and District 2 Capital Fund, subject to a 9.99% beneficial ownership limitation, so they are excluded from the reported beneficial ownership percentages.
Is the investor group in Cheer Holding (CHR) seeking to influence control?
The reporting persons certify the Cheer Holding securities were not acquired and are not held for the purpose of changing or influencing control of the issuer, other than activities solely in connection with a nomination under Rule 240.14a‑11, indicating a passive investment intent.
What percentage of Cheer Holding (CHR) does each Bigger and District 2 entity report?
Each of Bigger Capital, Bigger Capital Fund GP, District 2 Capital Fund, District 2 Capital, District 2 GP, and District 2 Holdings may be deemed to beneficially own 2.94% of Cheer Holding’s outstanding Class A Ordinary Shares, based on the issuer’s reported share count.
What share count did the Cheer Holding (CHR) investors use to compute their ownership percentages?
The reported ownership percentages are based on 4,686,248 Class A Ordinary Shares issued and outstanding as of January 28, 2026, as disclosed in Cheer Holding’s Form 6‑K, which the investor group references for its percentage calculations in the Schedule 13G/A.
