Cheer Holding, Inc.'s SEC filings document a foreign private issuer that reports current events on Form 6-K and annual results on Form 20-F. The filings describe its mobile internet infrastructure and platform-services business, the CHEERS ecosystem, fiscal-year operating results, registration-statement references, and disclosures tied to AI-oriented product and platform activity.
The company’s regulatory record also covers share capital structure, including Class A ordinary shares, Class B ordinary shares and preferred shares; shareholder votes and proxy materials for extraordinary general meetings; share consolidations and reductions; Nasdaq listing-compliance notices; registered direct offerings and pre-funded warrants; and governance actions such as special committee review of preliminary acquisition proposals. These filings frame capital actions, listing status, financing terms, voting mechanics and corporate governance for CHR shareholders.
Cheer Holding, Inc. Schedule 13G/A reports that Bigger Capital Fund, LP and related entities collectively disclose beneficial ownership positions in the issuer's Class A Ordinary Shares as of April 27, 2026.
As of that date, Bigger Capital beneficially owned 129,200 shares (including 103,000 shares issuable upon exercise of Pre‑Funded Warrants, which are subject to a 9.99% beneficial ownership limitation), representing 8.27% of 1,562,083 Class A Ordinary Shares outstanding (per a Form 6‑K referenced from April 2, 2026). District 2 Capital Fund beneficially owned 26,200 shares (about 1.67%); Michael Bigger may be deemed to beneficially own approximately 9.95% when holdings are aggregated under the relationships disclosed.
Cheer Holding, Inc. shareholder Jia Lu and Enjoy Starlight Limited filed Amendment No. 1 to their Schedule 13D to report that they are no longer beneficial owners of more than five percent of the company’s Class A ordinary shares. The change results from an increase in Cheer Holding’s outstanding Class A shares, not from a disclosed sale. As of April 10, 2026, Mr. Lu is deemed to beneficially own 4,371 Class A shares, representing 0.3% of the 1,562,119 Class A shares outstanding, including shares held through Enjoy Starlight Limited.
Cheer Holding, Inc. insider Bing Zhang has updated his ownership disclosure on Schedule 13D/A. After several share consolidations, he is reported to beneficially own 13,143 Class A ordinary shares, equal to 0.8% of that class based on 1,562,119 Class A shares outstanding as of April 10, 2026.
Through direct holdings and Happy Starlight Limited, Zhang controls 507 Class A shares personally and 12,636 Class A shares via the British Virgin Islands entity. He also directly holds 500,000 Class B shares, each carrying one hundred votes. Together, this structure gives him an aggregate voting power of 50,013,143 votes, or 97.0% of the total voting power when Class A and Class B vote as a single class.
Cheer Holding, Inc. received an amended Schedule 13D from Zhong Sheng Ding Xin Investment Fund Management (Beijing) Co., Ltd. stating that it now beneficially owns 13,441 Class A ordinary shares. This represents 0.9% of 1,562,119 Class A shares outstanding as of April 14, 2026.
The investor reports sole voting and dispositive power over all 13,441 shares. It explains that, due to an increase in Cheer Holding’s outstanding Class A shares, it ceased to be a beneficial owner of more than five percent of the class on November 6, 2025, making this amendment an exit filing.
The filing notes that all share figures have been adjusted for three share consolidations by Cheer Holding: a one-for-ten consolidation on November 24, 2023, a one-for-fifty consolidation on December 22, 2025, and a one-for-three consolidation on April 6, 2026.
Cheer Holding, Inc. is implementing a 1-for-3 share consolidation of its Class A ordinary shares to help maintain its Nasdaq listing. Every three existing Class A shares will be combined into one share, effective at 4:05 p.m. New York time on April 6, 2026.
After the change, issued and outstanding Class A shares will decline from 4,686,248 pre-consolidation shares to approximately 1,562,083 post-consolidation shares, with fractional shares rounded up to the next whole share. The authorized Class A share count will be reduced to 3,333,333 shares with a par value of US$0.15 each.
The Company’s Class A ordinary shares will continue trading on the Nasdaq Capital Market under the symbol CHR and will begin trading on a post-consolidation adjusted basis on April 7, 2026. Outstanding warrants and other equity rights will be adjusted proportionately to reflect the new share structure.
Cheer Holding, Inc. reported solid full-year 2025 results, with revenue of $148,835 thousand, slightly above $147,196 thousand in 2024. Income from operations was $26,288 thousand, up from $25,592 thousand, reflecting disciplined cost control as selling and marketing expenses declined.
Net income attributable to shareholders was $25,617 thousand versus $25,966 thousand a year earlier, while comprehensive income rose to $40,217 thousand, helped by foreign currency translation gains. Cash and cash equivalents increased to $242,082 thousand and total shareholders’ equity grew to $369,768 thousand, supported by positive operating cash flow of $17,939 thousand and a 2025 private placement of ordinary shares. Management highlighted continued investment in artificial intelligence initiatives and initial steps toward overseas expansion within its CHEERS digital ecosystem.
Cheer Holding, Inc. files its Form 20-F annual report describing a complex China-based media and e-commerce business operated through variable interest entities Horgos and Xing Cui Can. Cheer is a Cayman holding company with no direct equity in these PRC operating entities and relies on contractual VIE arrangements.
The report highlights extensive risks from evolving PRC regulation on data security, cybersecurity review, and overseas listings, any of which could disrupt operations or render Class A Ordinary Shares significantly less valuable. It also discusses HFCAA-related audit inspection risk, noting the company’s current PCAOB-inspected Singapore auditor.
Cheer recently completed a 1-for-50 share consolidation and reports 4,686,248 Class A Ordinary Shares and 500,000 Class B Ordinary Shares outstanding as of December 31, 2025. Founder Bing Zhang effectively controls voting power via high-vote Class B stock. The company states it has not paid dividends and expects to retain earnings, while investing in AI-driven content, the CHEERS Telepathy platform, and a metaverse initiative, all framed with significant execution, technology and regulatory risk.
Cheer Holding, Inc. reported that shareholders approved, as a special resolution, a Share Consolidation and Reduction of its authorised share capital at an Extraordinary General Meeting held in Beijing.
The plan changes the authorised Class A ordinary shares from 10,000,000 shares of par value US$0.05 each to 3,333,333 shares of par value US$0.15 each, while leaving the authorised 500,000 Class B ordinary shares at US$0.001 par value and 2,000,000 preferred shares at US$0.0001 par value unchanged.
The Share Consolidation and Reduction is subject to certain conditions, and its implementation and timing will be determined at the discretion of the directors. The Company notes in its forward-looking statements that this step is intended, among other things, to help maintain compliance with Nasdaq’s minimum bid price requirement.
Cheer Holding, Inc. director Lu Jia filed an initial ownership report showing his holdings of the company’s Class A Ordinary Shares. The filing reports 13,108 Class A shares held indirectly through Enjoy Starlight Limited and 1 Class A share held directly by Lu Jia.
The footnotes state that Enjoy Starlight Limited directly holds the indirectly owned shares and that Lu Jia is the sole shareholder and director of Enjoy Starlight Limited, clarifying his relationship to this entity and the associated indirect ownership stake.
Cheer Holding, Inc. CEO Zhang Bing filed an initial ownership report showing his stake in the company’s Class A Ordinary Shares. He indirectly holds 37,906 shares through Happy Starlight Limited, where he is the sole shareholder and director, and directly holds 1,520 shares.