Cheer Holding (CHR) stake trimmed to 1.08% by Bigger Capital group

Rhea-AI Filing Summary

Cheer Holding, Inc. received Amendment No. 3 to a Schedule 13G from a group of investment entities led by Bigger Capital Fund, LP and Michael Bigger. As of July 29, 2026, Bigger Capital beneficially owned 16,915 Class A Ordinary Shares issuable upon exercise of warrants, subject to a 4.99% beneficial ownership limitation. Based on 1,562,083 Class A Ordinary Shares outstanding as reported on April 2, 2026, each of Bigger Capital and Bigger Capital Fund GP, LLC may be deemed to beneficially own 1.08% of the class. District 2 Capital-related entities report 0 shares and 0% ownership. The filing confirms the group now holds 5 percent or less of Cheer Holding’s Class A Ordinary Shares.

Key Figures

Beneficially owned shares: 16,915 Class A Ordinary Shares Percent of class: 1.08% Shares outstanding: 1,562,083 Class A Ordinary Shares +3 more

6 metrics

Beneficially owned shares 16,915 Class A Ordinary Shares Shares issuable upon exercise of warrants beneficially owned by Bigger Capital as of July 29, 2026

Percent of class 1.08% Ownership percentage of Class A Ordinary Shares deemed beneficially owned by Bigger Capital and Bigger GP

Shares outstanding 1,562,083 Class A Ordinary Shares Issued and outstanding shares used as the basis for ownership percentages from Form 6-K filed April 2, 2026

Beneficial ownership limitation 4.99% Cap on beneficial ownership applicable to the warrants held by Bigger Capital and Mr. Bigger

District 2 entities holdings 0.00 shares Beneficially owned Class A Ordinary Shares reported by District 2 Capital-related entities

Ownership threshold status 5 percent or less Group reports ownership of five percent or less of Cheer Holding’s Class A Ordinary Shares under Item 5

Key Terms

beneficially owned, beneficial ownership limitation, Class A Ordinary Shares, sole voting power, +2 more

6 terms

beneficially owned financial

"As of July 29, 2026, Bigger Capital beneficially owned 16,915 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.

beneficial ownership limitation regulatory

"issuable upon exercise of Warrants, which are subject to a 4.99% 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.

Class A Ordinary Shares financial

"Title of class of securities: Class A Ordinary Shares, $0.15 par value"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

sole voting power financial

"5 | Sole Voting Power 0.00 6 | Shared Voting Power 16,915.00"

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.

shared dispositive power financial

"7 | Sole Dispositive Power 0.00 8 | Shared Dispositive Power 16,915.00"

warrants financial

"16,915 Class A Ordinary Shares issuable upon exercise of Warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/29/2026 - 04:16 PM Accepted by SEC EDGAR 07/29/2026 - 04:16 PM Learn about SEC filing dates

FAQ

What ownership stake in Cheer Holding (CHR) does Bigger Capital report in this Schedule 13G/A?

Bigger Capital reports beneficial ownership of 16,915 Class A Ordinary Shares of Cheer Holding, all issuable upon exercise of warrants. This position represents 1.08% of the outstanding Class A Ordinary Shares, based on 1,562,083 shares reported as outstanding.

How much of Cheer Holding’s Class A Ordinary Shares does the Bigger Capital group own as a percentage?

The Bigger Capital group may be deemed to own 1.08% of Cheer Holding’s Class A Ordinary Shares. This percentage is calculated using 1,562,083 Class A shares outstanding as reported in a Form 6-K filed on April 2, 2026.

What is the size and nature of Bigger Capital’s position in Cheer Holding (CHR)?

Bigger Capital holds 16,915 Class A Ordinary Shares on a beneficial basis, all issuable upon exercise of warrants. These warrants are subject to a 4.99% beneficial ownership limitation, capping how many shares can be beneficially owned through exercise at any time.

Do District 2 Capital entities still hold Cheer Holding (CHR) shares in this amendment?

The District 2 Capital entities report 0.00 shares beneficially owned and 0% of the class. Their sole and shared voting and dispositive power entries are all 0.00, indicating no current reported ownership of Cheer Holding’s Class A Ordinary Shares.

What does the filing say about the group’s overall ownership level in Cheer Holding (CHR)?

The filing confirms the reporting group has ownership of 5 percent or less of Cheer Holding’s Class A Ordinary Shares. This status is indicated under Item 5, which notes ownership of five percent or less of the class for the reporting persons.

Who are the reporting persons in the Cheer Holding (CHR) Schedule 13G/A Amendment No. 3?

Reporting persons include Bigger Capital Fund, LP, Bigger Capital Fund GP, LLC, District 2 Capital Fund LP, District 2 Capital LP, District 2 GP LLC, District 2 Holdings LLC, and Michael Bigger. Each is part of the group reporting beneficial ownership information for Cheer Holding.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Cheer Holding, Inc.

(Name of Issuer)

Class A Ordinary Shares, $0.15 par value

(Title of Class of Securities)

G39973139

(CUSIP Number)

06/30/2026

(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 16,915.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 16,915.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

16,915.00

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)

1.08 %

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 16,915.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 16,915.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

16,915.00

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)

1.08 %

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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

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 16,915.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 16,915.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

16,915.00

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)

1.08 %

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, F4 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, $0.15 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 July 29, 2026, Bigger Capital beneficially owned 16,915 Class A Ordinary Shares issuable upon exercise of Warrants, which are subject to a 4.99% beneficial ownership limitation. Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the Issuer's securities described herein. Mr. Bigger, as the managing member of Bigger GP may be deemed to beneficially own the 16,915 Class A Ordinary Shares issuable upon exercise of Warrants, which are subject to a 4.99% beneficial ownership limitation. 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.
(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 July 29, 2026, each of Bigger Capital and Bigger GP may be deemed to beneficially own 1.08% of the outstanding Class A Ordinary Shares, which consists of 16,915 Class A Ordinary Shares issuable upon exercise of Warrants, which are subject to a 4.99% 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.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
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:	07/29/2026

Bigger Capital Fund GP, LLC

Signature:	/s/ Michael Bigger
Name/Title:	Michael Bigger, Managing Member
Date:	07/29/2026

District 2 Capital Fund LP

Signature:	/s/ Michael Bigger
Name/Title:	Michael Bigger, Managing Member of District 2 GP LLC, its general partner
Date:	07/29/2026

District 2 Capital LP

Signature:	/s/ Michael Bigger
Name/Title:	Michael Bigger, Managing Member
Date:	07/29/2026

District 2 GP LLC

Signature:	/s/ Michael Bigger
Name/Title:	Michael Bigger, Managing Member
Date:	07/29/2026

District 2 Holdings LLC

Signature:	/s/ Michael Bigger
Name/Title:	Michael Bigger, Managing Member
Date:	07/29/2026

Bigger Michael

Signature:	/s/ Michael Bigger
Name/Title:	Michael Bigger
Date:	07/29/2026