CHR 6-K/A
Cheer Holding, Inc. (CHR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(To Form 6-K filed on July 30, 2025)
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July,
Commission File Number:
19F, Block B, Xinhua Technology Building,
No. 8 Tuofangying South Road,
Jiuxianqiao, Chaoyang District, Beijing, China 100016
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Explanatory Note
CHEER HOLDING, INC. (the “Company”) is furnishing this Form 6-K/A (“Amendment”) to amend its Form 6-K originally furnished on July 30, 2025 (the “Original 6-K”). The purpose of this Amendment is to (i) correct the number of Class A ordinary shares, par value $0.001 (“Class A Ordinary Shares”), outstanding as of June 30, 2025, (ii) reflect the issuance of Class A Ordinary Shares to certain employees as compensation expense, and (iii) file its Unaudited Interim Consolidated Financial Statements for the Six Months Ended June 30, 2025 and 2024, and Operating and Financial Review attached as Exhibits 99.1 and 99.2 hereto. This Amendment replaces in its entirety the information and disclosure contained in the Original 6-K. Accordingly, the information and disclosure contained in the Original 6-K, including exhibits attached thereto, should not be relied upon.
This Amendment on Form 6-K and Exhibits 99.1 and 99.2 attached hereto shall be deemed to be incorporated by reference in the registration statements of on Form S-8 (File No. 333-282386) and on Form F-3 (File No. 333-279221), each as filed with the Securities and Exchange Commission, to the extent not superseded by documents or reports subsequently filed.
Press Release
A news release entitled “Cheer Holding Issues Correction to 2025 Half Year Results” is attached as Exhibit 99.3. The news release referred to in this report and attached as an exhibit hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filings made by the Company under the Securities Act, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
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Exhibit Index
| Exhibit No. | Exhibit Description | |
| 99.1 | Unaudited Interim Consolidated Financial Statements for the Six Months Ended June 30, 2025 and 2024. | |
| 99.2 | Operating and Financial Review | |
| 99.3 | Cheer Holding Issues Correction to 2025 Half Year Results | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Cheer Holding, Inc. | ||
| By: | /s/ Bing Zhang | |
| Name: | Bing Zhang | |
| Title: | Chief Executive Officer | |
Dated: August 6, 2025
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