Anson Funds and affiliated entities report beneficial ownership of 3,896,348 Class A Ordinary Shares of Chanson International Holding, representing 9.9% of the outstanding Class A shares on a fully diluted basis that includes shares issuable upon exercise of warrants. The filing names six reporting persons (Anson Funds Management LP; Anson Management GP LLC; Tony Moore; Anson Advisors Inc.; Amin Nathoo; Moez Kassam) and provides U.S. and Canadian addresses. The disclosed position reflects shared voting and dispositive power of 3,896,348 shares and notes that the warrants include beneficial ownership limitations that prevent exercise beyond certain thresholds.
Positive
Material stake disclosed: reporting persons together beneficially own 3,896,348 shares (9.9%) of Class A Ordinary Shares.
Transparent group disclosure: six reporting persons and their addresses are identified, including fund, GP, advisor and individual directors.
Warrant limitation noted: the filing states warrants held by the group include beneficial ownership limitations that restrict exercise beyond specified ownership thresholds.
Negative
None.
Insights
TL;DR: Reporting group holds a material passive stake of 9.9% in CHSN, disclosed under Schedule 13G with shared voting and disposition power.
The filing shows a non-activist disclosure of a sizeable minority position: 3,896,348 shares (9.9%) of Class A Ordinary Shares, calculated on a denominator that includes 37,629,707 issued shares plus 1,372,783 shares underlying warrants. Ownership is aggregated across funds, management entities and individuals, with only shared voting and dispositive authority recorded. The filing explicitly notes beneficial ownership limitations on the warrants, which constrain potential further dilution or additional exercise activity beyond specified caps.
TL;DR: Multiple affiliated reporting persons disclose coordinated ownership but characterize the position as held in the ordinary course, consistent with passive Schedule 13G treatment.
The Schedule 13G classification and certifications indicate the reporting persons assert the stake is held in the ordinary course of business and not for control purposes. The document lists each reporting person and their jurisdictional organization, and records signatures from managers or directors confirming the disclosure. The shared power entries imply centralized control among affiliated entities rather than individual sole control.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Chanson International Holding
(Name of Issuer)
Class A Ordinary Shares, par value $0.001 per share
(Title of Class of Securities)
G2104U107
(CUSIP Number)
06/30/2025
(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.
G2104U107
1
Names of Reporting Persons
Anson Funds Management 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
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,896,348.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,896,348.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,896,348.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
G2104U107
1
Names of Reporting Persons
Anson Management 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
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,896,348.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,896,348.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,896,348.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
G2104U107
1
Names of Reporting Persons
Tony Moore
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
3,896,348.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,896,348.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,896,348.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
G2104U107
1
Names of Reporting Persons
Anson Advisors Inc.
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
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,896,348.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,896,348.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,896,348.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
FI, CO
SCHEDULE 13G
CUSIP No.
G2104U107
1
Names of Reporting Persons
Amin Nathoo
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
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,896,348.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,896,348.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,896,348.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
G2104U107
1
Names of Reporting Persons
Moez Kassam
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
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,896,348.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,896,348.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,896,348.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Chanson International Holding
(b)
Address of issuer's principal executive offices:
B9 Xinjiang Chuangbo Zhigu Industrial Park No. 100 Guangyuan Road, Shuimogou District Urumqi, China
Item 2.
(a)
Name of person filing:
Anson Funds Management LP, Anson Management GP LLC, Mr. Tony Moore, Anson Advisors Inc., Mr. Amin Nathoo and Mr. Moez Kassam
(b)
Address or principal business office or, if none, residence:
For Anson Funds Management LP, Anson Management GP LLC and Mr. Moore:
16000 Dallas Parkway, Suite 800
Dallas, Texas 75248
For Anson Advisors Inc., Mr. Nathoo and Mr. Kassam:
181 Bay Street, Suite 4200 Toronto, ON
M5J 2T3
(c)
Citizenship:
Anson Funds Management LP is a limited partnership organized under the laws of the State of Texas. Anson Management GP LLC is a limited liability company organized under the laws of the State of Texas. Mr. Moore is a United States citizen. Anson Advisors Inc. is a corporation organized under the laws of Ontario, Canada. Mr. Nathoo and Mr. Kassam are each Canadian citizens.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.001 per share
(e)
CUSIP No.:
G2104U107
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).
Canadian Investment Advisor
Item 4.
Ownership
(a)
Amount beneficially owned:
Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 3,896,348 shares of Class A Ordinary Shares held by the Fund.
(b)
Percent of class:
Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 9.9% of the outstanding shares of Class A Ordinary Shares, which includes shares of Class A Ordinary Shares underlying outstanding warrants (each, a "Warrant," and collectively, the "Warrants") held by Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam. Each Warrant includes a beneficial ownership limitation. The Warrants may not be exercised to the extent the Reporting Persons would, in the case of some of the Warrants, beneficially own more than 9.99% of the outstanding Class A Ordinary Shares. The beneficial ownership set forth herein takes into account the foregoing limitation. This percentage is determined by dividing 3,896,348 by 39,002,490, which is the sum of: (i) 37,629,707 shares of Class A Ordinary Shares issued and outstanding, as reported in the Issuer's Prospectus Supplement filed with the Securities and Exchange Commission (the "SEC") on June 16, 2025; and (ii) 1,372,783, the number of shares of Class A Ordinary Shares receivable by the Fund upon exercise of the Warrants.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Section 4(a)
(ii) Shared power to vote or to direct the vote:
See Section 4(a)
(iii) Sole power to dispose or to direct the disposition of:
See Section 4(a)
(iv) Shared power to dispose or to direct the disposition of:
See Section 4(a)
Item 5.
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.
To Come
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.
To Come
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.
To Come
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.
To Come
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.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Anson Advisors Inc. is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
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.
How many Class A shares of CHSN does Anson report owning?
The reporting persons state beneficial ownership of 3,896,348 Class A Ordinary Shares.
What percentage of Chanson (CHSN) does the reported stake represent?
The filing reports the position equals 9.9% of the Class A shares on the stated fully diluted basis.
Do the reporting persons have sole voting or dispositive power over the shares?
No. The filing lists 0 sole voting power and 3,896,348 shared voting and shared dispositive power.
Are warrants included in the ownership calculation?
Yes. The 9.9% figure takes into account shares issuable upon exercise of warrants totaling 1,372,783 underlying the position, subject to beneficial ownership limitations.
Who are the named reporting persons in this Schedule 13G?
The filing names Anson Funds Management LP; Anson Management GP LLC; Tony Moore; Anson Advisors Inc.; Amin Nathoo; Moez Kassam.
