Bigger Capital Fund, LP, together with its general partner Bigger Capital Fund GP, LLC and Michael Bigger, reported beneficial ownership of 1,278,516 Class A Ordinary Shares of Cheer Holding, Inc. (CHR) as of 10/02/2025, representing approximately 7.09% of the Class A shares based on the prospectus base used. The filing discloses additional holdings tied to Pre-Funded Warrants and Series A and B Warrants that were not included in the 7.09% calculation because their exercises are subject to 4.99%/9.99% beneficial ownership limitations.
The Reporting Persons sold their Class A Shares and related Pre-Funded Warrants on 10/03/2025 and therefore reported no beneficial ownership above 5.00% as of that date; later, on 10/07/2025 they sold Series B Warrants and may be deemed to hold 2,537,313 Class A Ordinary Shares issuable upon exercise of Series A Warrants subject to a 4.99% limitation. Signatures by Michael Bigger certify the filing.
Positive
Timely disclosure of crossing the 5% threshold with precise share and percentage figures
Clear accounting for warrant-related shares and stated beneficial-ownership limitations (4.99% and 9.99%)
Signed certifications and a joint filing agreement (Exhibit 99.1) support compliance
Negative
Ownership transient: reported >5% position was sold the next day (10/03/2025), limiting sustained investor impact
Complex warrant structure leaves ambiguity about future dilution from 2,537,313 Series A and Series B warrant shares
Insights
Stake disclosure shows short-lived >5% ownership then full divestment on 10/03/2025.
The report documents a temporary beneficial position of 1,278,516 Class A shares (~7.09%) by Bigger Capital and related parties, with multiple warrant tranches excluded from the headline percentage due to explicit exercise limits. The structure and timing indicate the position crossed the 5% reporting threshold before being sold the next day.
Key dependencies are the stated 4.99% and 9.99% ownership limits on warrant exercises and the sale dates 10/03/2025 and 10/07/2025; investors monitoring outstanding warrants should note the 2,537,313 Series A-warrant share count still potentially exercisable within the stated limits.
Filing follows Rule 13d-1 disclosure norms and includes standard disclaimers.
The statement identifies filing pursuant to Schedule 13G and includes the customary disclaimers that Bigger GP and Mr. Bigger disclaim beneficial ownership of shares directly owned by the fund. It itemizes voting/dispositive powers as shared and documents the joint filing agreement
Material points for compliance are the accurate percentage calculation basis cited from the 10/02/2025 prospectus, the prompt amendments reflecting sales on 10/03/2025 and 10/07/2025, and the signed certification by the managing member; these should satisfy routine SEC reporting expectations.
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
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
1,278,516.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,278,516.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,516.00
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)
7.09 %
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
1,278,516.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,278,516.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,516.00
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)
7.09 %
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
1,278,516.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,278,516.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,516.00
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)
7.09 %
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 Road, 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")
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
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
Michael Bigger
USA
(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:
As of October 2, 2025, Bigger Capital beneficially owned 1,278,516 Class A Ordinary Shares. In addition, Bigger Capital beneficially owned 1,258,797 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.
The amount does not include: (i) 2,537,313 Class A Ordinary Shares issuable upon the exercise of Series A Warrants, the exercise of which are subject to a 4.99% beneficial ownership limitation, and (ii) 2,537,313 Class A Ordinary Shares issuable upon the exercise of Series B Warrants, the exercise of 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 Issuer's securities described herein.
Mr. Bigger, as the managing member of Bigger GP, may be deemed to beneficially own the 1,278,516 Class A Ordinary Shares beneficially owned by Bigger Capital. Does not include: (i) 1,258,797 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, (ii) 2,537,313 Class A Ordinary Shares issuable upon the exercise of Series A Warrants, the exercise of which are subject to a 4.99% beneficial ownership limitation, owned by Bigger Capital, and (iii) 2,537,313 Class A Ordinary Shares issuable upon the exercise of Series B Warrants, the exercise of which are subject to a 4.99% beneficial ownership limitation, owned by Bigger Capital.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Class A Ordinary Shares owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the Class A Ordinary Shares beneficially owned by Bigger Capital. 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 the aggregate of: (i) 11,635,568 Class A Ordinary Shares outstanding immediately prior to the offering and (ii) 6,392,580 Class A Ordinary Shares being offered (excluding the Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrants) based upon the Issuer's Prospectus filed under Rule 424(b)(4) with the Securities and Exchange Commission on October 2, 2025.
As of October 2, 2025, each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 7.09% of the outstanding Class A Ordinary Shares. As of October 3, 2025, each of Bigger Capital and Bigger GP had no beneficial ownership due to: (i) the sale of 1,278,516 Class A Ordinary Shares, and (ii) the sale of 1,258,797 Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation.
As of October 2, 2025, Mr. Bigger may be deemed to beneficially own approximately 7.09% of the outstanding Class A Ordinary Shares. As of October 3, 2025, Mr. Bigger had no beneficial ownership due to: (i) the sale of 1,278,516 Class A Ordinary Shares, and (ii) the sale of 1,258,797 Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation.
Regarding Item 5 below, as of October 3, 2025, the Reporting Persons sold all the Class A Ordinary Shares, including the Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants and accordingly, the Reporting Persons as of October 3, 2025, are not the beneficial owners of at least 5.00% of the Issuer's Class A Ordinary Shares. As of October 7, 2025, the Reporting Persons sold the Series B Warrants and may be deemed to beneficially own 2,537,313 Class A Ordinary Shares issuable upon the exercise of Series A Warrants, the exercise of which are subject to a 4.99% beneficial ownership limitation.
(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)(K), so indicate under Item 3(k) 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.
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
What stake did Bigger Capital report in Cheer Holding (CHR)?
As of 10/02/2025, Bigger Capital reported beneficial ownership of 1,278,516 Class A Ordinary Shares, representing approximately 7.09% of the Class A shares.
Did Bigger Capital keep the shares after reporting?
No. The Reporting Persons sold their 1,278,516 Class A Ordinary Shares and related Pre-Funded Warrants on 10/03/2025 and reported no ownership above 5.00% as of that date.
Are there warrant-related shares that could affect Cheer Holding's dilution?
Yes. The filing discloses 1,258,797 Pre-Funded Warrant shares 9.99% limit) and 2,537,313 Class A shares issuable upon Series A and Series B Warrants 4.99% limit).
Who filed the Schedule 13G for Cheer Holding (CHR)?
The filing was made jointly by Bigger Capital Fund, LP, Bigger Capital Fund GP, LLC, and Michael Bigger, with signatures dated 10/07/2025.
What percent basis was used to calculate the 7.09% figure?
The percentage is based on 11,635,568 outstanding Class A shares prior to the offering plus 6,392,580 Class A shares being offered, per the issuer's prospectus filed under Rule 424(b)(4) on 10/02/2025.
