Cheer Holding, Inc. Schedule 13G/A reports that Bigger Capital Fund, LP and related entities collectively disclose beneficial ownership positions in the issuer's Class A Ordinary Shares as of April 27, 2026.
As of that date, Bigger Capital beneficially owned 129,200 shares (including 103,000 shares issuable upon exercise of Pre‑Funded Warrants, which are subject to a 9.99% beneficial ownership limitation), representing 8.27% of 1,562,083 Class A Ordinary Shares outstanding (per a Form 6‑K referenced from April 2, 2026). District 2 Capital Fund beneficially owned 26,200 shares (about 1.67%); Michael Bigger may be deemed to beneficially own approximately 9.95% when holdings are aggregated under the relationships disclosed.
Positive
None.
Negative
None.
Insights
Schedule 13G/A discloses concentrated holdings and an ownership cap on pre‑funded warrants.
The filing lists 129,200 Class A Ordinary Shares for Bigger Capital, including 103,000 issuable on Pre‑Funded Warrants that are subject to a 9.99% beneficial ownership limitation. The percentages use an outstanding base of 1,562,083 shares stated from a referenced Form 6‑K.
The disclosed structure shows layered entities (GPs, funds, holdings) and standard disclaimers where managers and GPs disclaim direct beneficial ownership. Future filings or transfers by the reporting persons would determine whether these positions change; the limitation clause constrains exercise-related aggregation.
Key Figures
Bigger Capital beneficial ownership:129,200 sharesPre‑Funded Warrants issuable:103,000 sharesDistrict 2 Capital Fund ownership:26,200 shares+4 more
7 metrics
Bigger Capital beneficial ownership129,200 sharesAs of April 27, 2026
Pre‑Funded Warrants issuable103,000 sharesIncluded in Bigger Capital's 129,200; subject to a 9.99% limitation
District 2 Capital Fund ownership26,200 sharesAs of April 27, 2026
Shares outstanding used for percentage1,562,083 sharesPer referenced Form 6‑K filed April 2, 2026
Bigger Capital percent of class8.27%Based on 1,562,083 outstanding shares
District 2 percent of class1.67%Based on 1,562,083 outstanding shares
Michael Bigger deemed ownership9.95%Aggregated holdings including pre‑funded warrants
"Amendment No. 2; Reporting Persons and ownership details"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Pre‑Funded Warrantsfinancial
"103,000 Class A Ordinary Shares issuable upon exercise of Pre‑Funded Warrants"
Pre-funded warrants are a type of security that lets an investor buy a company’s common shares later by paying almost the full price up front; the tiny remaining exercise amount is paid when the warrant is converted into a share. Think of it like prepaying for a gift card that you can redeem for a stock: the issuer gets cash now and the investor can convert later. They matter to investors because conversion increases the number of outstanding shares (dilution) and can be used to manage ownership thresholds and regulatory or timing constraints.
beneficial ownership limitationregulatory
"subject to a 9.99% beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
beneficially ownedfinancial
"As of April 27, 2026, Bigger Capital beneficially owned 129,200 Class A Ordinary Shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
What does Bigger Capital report owning in Cheer Holding (CHR)?
Bigger Capital reports beneficial ownership of 129,200 Class A Ordinary Shares as of April 27, 2026. This total includes 103,000 shares issuable on Pre‑Funded Warrants that are subject to a 9.99% beneficial ownership limitation.
How much of Cheer Holding's outstanding shares do these holdings represent?
The filing states the percentages are based on 1,562,083 Class A Ordinary Shares outstanding. Bigger Capital is reported at 8.27%, District 2 entities at 1.67%, and Michael Bigger at about 9.95% when aggregated.
What are the Pre‑Funded Warrants referenced in the filing?
The filing identifies 103,000 Class A Ordinary Shares issuable upon exercise of Pre‑Funded Warrants held by Bigger Capital. The filing also states these shares are subject to a 9.99% beneficial ownership limitation.
Does Michael Bigger personally own the reported shares?
Michael Bigger is listed as managing member of related entities and may be deemed to beneficially own the aggregated positions. The filing includes formal disclaimers where GPs and managers disclaim direct beneficial ownership of entities' holdings.
What date and source are used to calculate the ownership percentages?
Percentages are calculated using 1,562,083 Class A Ordinary Shares issued and outstanding based on a referenced Form 6‑K filed April 2, 2026, with ownership reported as of April 27, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Cheer Holding, Inc.
(Name of Issuer)
Class A Ordinary Shares, $0.001 par value
(Title of Class of Securities)
G39973139
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G39973139
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
129,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
129,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
129,200.00
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)
8.27 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
G39973139
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
129,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
129,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
129,200.00
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)
8.27 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
G39973139
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
26,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
26,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
26,200.00
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)
1.67 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
G39973139
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
26,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
26,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
26,200.00
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)
1.67 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
G39973139
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
26,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
26,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
26,200.00
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)
1.67 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
G39973139
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
26,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
26,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
26,200.00
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)
1.67 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
G39973139
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
155,400.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
155,400.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
155,400.00
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)
9.95 %
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.:
G39973139
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 April 27, 2026, Bigger Capital beneficially owned 129,200 Class A Ordinary Shares, including 103,000 Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants, which are subject to a 9.99% beneficial ownership limitation.
Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the Issuer's securities described herein.
As of April 27, 2026, District 2 CF beneficially owned 26,200 Class A Ordinary Shares.
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) 129,200 Class A Ordinary Shares, including 103,000 Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants, which are subject to a 9.99% beneficial ownership limitation, beneficially owned by Bigger Capital, and (ii) 26,200 Class A Ordinary Shares beneficially 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 1,562,083 Class A Ordinary Shares issued and outstanding based upon the Issuer's Form 6-K filed with the Securities and Exchange Commission on April 2, 2026.
As of April 27, 2026, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own 8.27% of the outstanding Class A Ordinary Shares, including 103,000 Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants, which are subject to a 9.99% beneficial ownership limitation, beneficially owned by Bigger Capital, (ii) each of District 2 CF, District 2, District 2 GP and District Holdings may be deemed to beneficially own 1.67% of the outstanding Class A Ordinary Shares, and (iii) Mr. Bigger may be deemed to beneficially own approximately 9.95% of the outstanding Class A Ordinary Shares, including 103,000 Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants, which are subject to a 9.99% beneficial ownership limitation, beneficially owned by Bigger Capital.
(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:
04/27/2026
Bigger Capital Fund GP, LLC
Signature:
/s/ Michael Bigger
Name/Title:
Michael Bigger, Managing Member
Date:
04/27/2026
District 2 Capital Fund LP
Signature:
/s/ Michael Bigger
Name/Title:
Michael Bigger, Managing Member of District 2 GP LLC, its general partner
