[SCHEDULE 13G/A] Cheer Holding, Inc. SEC Filing

Rhea-AI Filing Summary

Shah Capital Management and Shah Capital Opportunity Fund LP each report beneficial ownership of 600,000 ordinary shares of Cheer Holding, Inc., representing 2.47% of the class. Both filers state they have no sole voting or dispositive power and instead share voting and dispositive power over the 600,000 shares. The filing is made under Schedule 13G (Amendment No. 7) and declares the shares were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control. Signatures by Himanshu H. Shah appear for both entities with a filing event date of 10/03/2025 and signature date 10/07/2025.

Positive

• Clear disclosure of beneficial ownership with numeric detail: 600,000 shares and 2.47%
• Filing under Schedule 13G indicates the holders classify the position as passive, which is a lower regulatory scrutiny posture than active acquisition
• Signatures provided with identifying officer name (Himanshu H. Shah) and addresses for regulatory traceability

Negative

• Shared voting and dispositive power over the shares may complicate clarity on who directs voting decisions
• No disclosure in this filing of any change in intentions or arrangements that could affect control, so investors must monitor for future amendments

Insights

Institutional Ownership Analyst

Stake disclosure shows a passive 2.47% holding by related entities.

The filing reports that both Shah Capital Management and Shah Capital Opportunity Fund LP beneficially own 600,000 shares each, representing 2.47% of Cheer Holding's ordinary shares. The entities state shared voting and dispositive power and explicitly claim the position is held in the ordinary course of business.

Dependency and risk center on the passive claim: if any future filings alter the classification (for example, a Schedule 13D), investor attention should shift. Watch for additional amendments or related-party disclosures within the next regulatory reporting cycle.

Securities Compliance Officer

Schedule 13G/A is correctly used for passive investors but requires monitoring for changes.

The statement includes the standard certification that the holdings are not intended to influence control and provides the required numeric breakdown of sole versus shared voting and dispositive power. Signatures and addresses are provided for identification and regulatory traceability.

Key items to monitor are any subsequent transactions or statements that would trigger conversion to Schedule 13D reporting or require disclosure of arrangements with other shareholders; such changes would be reflected in an amendment or a different filing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)

Cheer Holding, Inc.

(Name of Issuer)

Ordinary Shares, par value $0.001

(Title of Class of Securities)

G39973204

(CUSIP Number)

10/03/2025

(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

Shah Capital Management

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

NORTH CAROLINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 600,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 600,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

600,000.00

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)

2.47 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. G39973204

1

Names of Reporting Persons

Shah Capital Opportunity 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 600,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 600,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

600,000.00

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)

2.47 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Cheer Holding, Inc.
(b)	Address of issuer's principal executive offices: 22F, Block B, Xinhua Technology Building, No. 8 Tuofangying South Road, Jiuxianqiao, Chaoyang District, Beijing, China 100016
Item 2.
(a)	Name of person filing: (i) Shah Capital Management, Inc. ("Shah Capital") (ii) Shah Capital Opportunity Fund LP ("Shah Opportunity")
(b)	Address or principal business office or, if none, residence: 2301 Sugar Bush Rd., Ste 510, Raleigh, NC, 27612
(c)	Citizenship: Shah Capital is a North Carolina corporation; Shah Opportunity is a Delaware limited partnership
(d)	Title of class of securities: Ordinary Shares, par value $0.001
(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: (i) Shah Capital: 600,000 (ii) Shah Opportunity: 600,000
(b)	Percent of class: (i) Shah Capital: 2.47 % (ii) Shah Opportunity: 2.47
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (i) Shah Capital: 0 (ii) Shah Opportunity: 0
	(ii) Shared power to vote or to direct the vote: (i) Shah Capital: 600,000 (ii) Shah Opportunity: 600,000
	(iii) Sole power to dispose or to direct the disposition of: (i) Shah Capital: 0 (ii) Shah Opportunity: 0
	(iv) Shared power to dispose or to direct the disposition of: (i) Shah Capital: 600,000 (ii) Shah Opportunity: 600,000
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.
	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. 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.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. 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. Not applicable.
Item 9.	Notice of Dissolution of Group.
	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. 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 acquired and are held in the ordinary course of business and 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.

Shah Capital Management

Signature:	/s/ Himanshu H. Shah
Name/Title:	Himanshu H. Shah, President and Chief Investment Officer
Date:	10/07/2025

Shah Capital Opportunity Fund LP

Signature:	/s/ Himanshu H. Shah
Name/Title:	Himanshu H. Shah, Managing Member
Date:	10/07/2025

FAQ

What stake does Shah Capital Management report in Cheer Holding (CHR)?

Shah Capital Management reports beneficial ownership of 600,000 shares, equal to 2.47% of the class.

Does Shah Capital have sole voting control over the shares?

No. The filing states 0 shares with sole voting power and 600,000 shares with shared voting power.

Was this filing made as a passive investor disclosure or an active control filing?

The filing is made on Schedule 13G and includes a certification that the shares are held in the ordinary course of business and not to change or influence control, indicating a passive disclosure.

When was the event date and signature date on this Schedule 13G/A?

The date of the event requiring filing is 10/03/2025 and the signature date is 10/07/2025.

Are both reporting persons filing separately or as a group?

Two related entities—Shah Capital Management and Shah Capital Opportunity Fund LP—each report the same 600,000 share beneficial ownership and list their respective entity types; the filing does not assert a formal group beyond shared disclosure.