S.H.N. Financial Reports 9.99% Stake in Cheer Holding via Shares/Warrants

Rhea-AI Filing Summary

S.H.N. Financial Investments Ltd. reported beneficial ownership of 2,432,016 Class A Ordinary Shares of Cheer Holding, Inc., representing 9.99% of the outstanding class based on 24,322,133 shares post-offering. The reported amount combines 1,278,516 Class A Ordinary Shares and 1,153,500 pre-funded warrants exercisable into Class A shares. Certain additional pre-funded warrants and Series A and B warrants are excluded from the reported total because each is subject to a 9.99% beneficial ownership limitation. The filing names S.H.N. Financial

Positive

• Clear disclosure of combined holdings: 2,432,016 shares/warrants reported
• Stake remains below 10% at 9.99%, avoiding certain reporting/ownership thresholds
• Certification that holdings are not intended to change or influence control

Negative

• Significant number of additional warrants excluded (e.g., 2,537,313 Series A and 2,537,313 Series B) due to a 9.99% ownership limitation, which could complicate future dilution calculations
• Potential CEO linkage: Nir Shamir "may be deemed" to beneficially own the securities, which could raise governance or alignment questions for some investors

Insights

Equity Ownership Analyst

S.H.N. reports a near-10% stake, mixing shares and pre-funded warrants.

The filing discloses 2,432,016 combined Class A shares and pre-funded warrants, equal to 9.99% of the Class A base of 24,322,133 shares post-offering. The reporting person counts 1,278,516 actual shares and 1,153,500 pre-funded warrants included in that total.

Several other exercisable instruments are expressly excluded because they are subject to a 9.99% ownership cap, which limits conversion economics and prevents the holder from exceeding the reporting threshold. Watch outstanding warrant conversion terms and any future exercises that could change the reported percentage within the next 12 months.

Corporate Governance Specialist

Filing affirms non-control intent and discloses potential CEO linkage to the reporting entity.

The certification states the securities were not acquired to influence control, a standard attestation for Schedule 13G filings under passive/qualified investor rules. The document also discloses that Nir Shamir, as CEO of the reporting entity, "may be deemed" to beneficially own the securities but disclaims such ownership for other purposes.

This linkage is governance-relevant because perceived alignment between the reporting entity and its CEO could affect investor interpretation; monitor any later amendments or Schedule 13D filings that would indicate active intent or change in stance within the coming quarters.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Cheer Holding, Inc.

(Name of Issuer)

Class A Ordinary Shares, par value $0.001 per share

(Title of Class of Securities)

G39973204

(CUSIP Number)

10/02/2025

(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

S.H.N. Financial Investments Ltd.

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

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,432,016.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,432,016.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,432,016.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Cheer Holding, Inc.
(b)	Address of issuer's principal executive offices: 19F, Block B, Xinhua Technology Bldg, No. 8 Tuofangying South Road, Jiuxianqiao, Chaoyang District, Beijing, China 100016
Item 2.
(a)	Name of person filing: S.H.N. Financial Investments Ltd.
(b)	Address or principal business office or, if none, residence: Herzliya Hills Arik Einstein 3, Israel, 4610301
(c)	Citizenship: Israel
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.001 per share
(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: 2,432,016 The amounts in Row (5), (7) and (9) include 1,278,516 Class A Ordinary Shares and 1,153,500 Pre-Funded Warrants to purchase Class A Ordinary Shares. The amounts do not include 105,297 Pre-Funded Warrants to purchase Class A Ordinary Shares, 2,537,313 Series A Warrants to purchase Class A Ordinary Shares and 2,537,313 Series B Warrants to purchase Class A Ordinary Shares, each of which are subject to a 9.99% beneficial ownership limitation. The percentage set forth on Row (11) of the cover page for the reporting person is based on 24,322,133 Class A Ordinary Shares outstanding after the offering, based on the Issuer's Prospectus filed under Rule 424(b)(4) with the Securities and Exchange Commission on October 2, 2025. Nir Shamir is the Chief Executive Officer of the Reporting Person. As such, Mr. Shamir may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the securities described herein. To the extent Mr. Shamir is deemed to beneficially own such securities, Mr. Shamir disclaims beneficial ownership of these securities for all other purposes.
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2,432,016
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 2,432,016
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	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.
	Not Applicable
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.

S.H.N. Financial Investments Ltd.

Signature:	/s/ Nir Shamir
Name/Title:	Nir Shamir, Chief Executive Officer
Date:	10/09/2025

FAQ

What stake did S.H.N. Financial report in Cheer Holding (CHR)?

S.H.N. Financial reported beneficial ownership of 2,432,016 Class A shares/warrants, equal to 9.99% of the Class A shares outstanding.

How is the 2,432,016 total composed?

The total includes 1,278,516 Class A Ordinary Shares and 1,153,500 pre-funded warrants exercisable into Class A Ordinary Shares.

Why are some warrants excluded from the reported ownership?

Certain pre-funded and Series A/B warrants 2,537,313 Series A and 2,537,313 Series B) are excluded because each is subject to a 9.99% beneficial ownership limitation.

Does the filing indicate an intent to take control of Cheer Holding?

No; the signature certification states the securities were not acquired and are not held to change or influence control of the issuer.

Who signed the Schedule 13G for S.H.N. Financial?

The filing was signed by Nir Shamir, Chief Executive Officer of S.H.N. Financial Investments Ltd., on 10/09/2025.