[SCHEDULE 13G/A] Cheer Holding, Inc. Warrant expiring 2/13/2025 SEC Filing

Rhea-AI Filing Summary

Schedule 13G/A for Cheer Holding, Inc. (CUSIP G39973204) reporting a significant passive stake. The event date triggering this filing is 06/30/2025. Issuer principal executive offices are listed in Beijing at 22F, Block B, Xinhua Technology Building, No. 8 Tuofangying South Road, Jiuxianqiao, Chaoyang District, Beijing, China 100016.

Reporting persons: Shah Capital Management (a North Carolina corporation, identified as an IA) and Shah Capital Opportunity Fund LP (a Delaware limited partnership, identified as PN). Each reports beneficial ownership of 2,110,000 shares (aggregate 2,110,000), representing 18.13% of the class. All reported shares reflect shared voting and shared dispositive power; no sole voting or sole dispositive power is reported. The filing includes a certification that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. The document is signed by Himanshu H. Shah on 08/06/2025.

Positive

• Material disclosure of beneficial ownership: Shah Capital reports ownership of 2,110,000 shares representing 18.13% of Cheer Holding's class.
• Clear voting/dispositive profile and certification: Holdings are reported with shared voting and shared dispositive power and the filers certify the securities are held in the ordinary course and not to effect control.

Negative

• None.

Insights

Securities Analyst

TL;DR: A passive 18.13% stake is disclosed; material size but reported as held in the ordinary course, indicating no stated intent to seek control.

The Schedule 13G/A shows Shah Capital Management and Shah Capital Opportunity Fund LP beneficially hold 2,110,000 Cheer Holding shares (18.13%). Ownership is reported as shared voting and shared dispositive power with no sole authority. The filing explicitly certifies the position is held in the ordinary course and not to influence control, which aligns with a passive 13G disclosure rather than an active 13D campaign. For investors, the position size is material and warrants monitoring for future amendments or 13D filings if intent changes, but the current disclosure is neutral regarding activist intent.

Corporate Governance Expert

TL;DR: Material ownership disclosed (18.13%) but the filer disclaims any control purpose; governance impact currently limited by that assertion.

The report identifies Shah Capital as an investment adviser (IA) and Shah Capital Opportunity Fund LP as a person (PN), each reporting the same 2,110,000 shares and the same shared voting/dispositive powers. The certification in Item 10 states the holdings were not acquired to change or influence control. From a governance perspective, a nearly one-fifth stake is significant and could confer influence in certain scenarios, but the Schedule 13G/A classification and the explicit certification reduce immediate governance alarm. Continued disclosure updates should be monitored for any shift toward active engagement or coordinated action that could alter the governance assessment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)

Cheer Holding, Inc.

(Name of Issuer)

Ordinary Shares, par value $0.001

(Title of Class of Securities)

G39973204

(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. 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 2,110,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,110,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,110,000.00

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)

18.13 %

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 2,110,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,110,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,110,000.00

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)

18.13 %

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: 2110000 (ii) Shah Opportunity: 2110000
(b)	Percent of class: (i) Shah Capital: 18.13 % (ii) Shah Opportunity: 18.13
(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: 2110000 (ii) Shah Opportunity: 2110000
	(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: 2110000 (ii) Shah Opportunity: 2110000
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. 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:	08/06/2025

Shah Capital Opportunity Fund LP

Signature:	/s/ Himanshu H. Shah
Name/Title:	Himanshu H. Shah, Managing Member
Date:	08/06/2025

FAQ

How many Cheer Holding shares does Shah Capital report owning?

The filing reports beneficial ownership of 2,110,000 shares of Cheer Holding, representing 18.13% of the class.

What is the CUSIP and event date on this Schedule 13G/A?

The CUSIP is G39973204 and the date of the event requiring the filing is 06/30/2025.

Who signed the filing and when was it signed?

The filing is signed by Himanshu H. Shah for both Shah Capital Management and Shah Capital Opportunity Fund LP on 08/06/2025.

What voting and dispositive powers are reported by the filers?

The filers report 0 sole voting and 0 sole dispositive power, and 2,110,000 shared voting and 2,110,000 shared dispositive power.

Where are Cheer Holding's principal executive offices listed in the filing?

The issuer's principal executive offices are listed as 22F, Block B, Xinhua Technology Building, No. 8 Tuofangying South Road, Jiuxianqiao, Chaoyang District, Beijing, China 100016.