6-K
Cheer Holding, Inc. (CHR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2025
Commission File Number: 001-38631
CHEER HOLDING, INC.
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
The Board of Directors of the of Cheer Holding, Inc. (the “Company”) has authorized and approved the Company to file a notice (the “Notice”) to effect a share consolidation so that every 50 Class A ordinary shares of a par value of US$0.0001 each in the authorized share capital of the Company (including issued and unissued share capital) be consolidated into 1 ordinary share of a par value of US$0.001 (the “Share Consolidation”), such that immediately following the Share Consolidation, the authorized share capital of the Company will be US$500,700 divided into 10,000,000 Class A ordinary shares of a par value of US$0.05 each; 500,000 Class B ordinary shares of a par value of US$0.001 each; and 2,000,000 preferred shares of a par value of US$0.0001 each. The Share Consolidation was approved by the Company’s shareholders on May 12, 2025.
The Share Consolidation will be effected by filing a notice to the Registrar of Companies of the Cayman Islands, and will become effective at 4:05 p.m. (New York time) on December 22, 2025. The Company’s ordinary shares will continue to be traded on the Nasdaq Capital Market under the symbol “CHR” and will begin trading on a post-consolidation-adjusted basis when the market opens on December 23, 2025. The CUSIP number for the Company’s ordinary shares following the Share Consolidation will be G29973121.
The Company is effecting the Share Consolidation in order to maintain its listing on the Nasdaq Capital Market. As previously disclosed, on October 16, 2025, the Company received notice from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the minimum bid price requirement of US$1.00 per share under the Nasdaq Listing Rules. In addition, on November 19, 2025, Nasdaq issued a letter notifying the Company that as of November 18, 2025, it has determined to delist the Company’s common stock from the Nasdaq Capital Market as a result of its common stock closing at a price of $0.10 or below for ten consecutive trading days. The Company timely appealed the determination and has a hearing scheduled for January 13, 2026. Although no guarantees can be offered, the Company believes that the Share Consolidation will assist the Company in regaining compliance under the Nasdaq Listing Rule and will enable the Company to maintain its Nasdaq listing.
The Share Consolidation will reduce the issue and outstanding number of ordinary shares of the Company from 234,309,902 pre-consolidation Class A ordinary shares to approximately 4,686,199 post-consolidation Class A ordinary shares, subject to adjustments for rounding.
A copy of the press release is attached hereto as Exhibit 99.1.
Incorporation by Reference
This report and Exhibit 99.1 to this Form 6-K 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.
Exhibit Index
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated December 19, 2025 |
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: December 19, 2025 |
Exhibit 99.1
Press Release
Cheer Holding Announces Share Consolidation of
Class A Ordinary Shares
Class A Ordinary Shares Will Begin Trading on aPost-Consolidation Adjusted Basis onDecember 23, 2025
BEIJING, Dec. 19, 2025 (GLOBE NEWSWIRE) -- Cheer Holding, Inc. (NASDAQ: CHR) (“Cheer Holding,” “we” or the “Company”), a leading provider of next-generation mobile internet infrastructure and platform services, today announced that it intends to effect a share consolidation of its ordinary shares at a ratio of 1 post-split Class A ordinary share for every 50 pre-split ordinary shares (the “Share Consolidation”) so that every fifty (50) shares issued and outstanding will be combined into one (1) share. The Share Consolidation will become effective at 4:05 p.m. (New York time) on December 22, 2025 (the “Effective Time”).
The Company’s Class A ordinary shares will continue to be traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CHR” and will begin trading on a post-consolidation adjusted basis when the market opens on Tuesday, December 23, 2025. The CUSIP number for the Company’s Class A ordinary shares following the Share Consolidation will be G29973121.
As a result of the share consolidation the number of issued and outstanding Class A ordinary shares of the Company will be reduced from 234,309,902 pre-consolidation Class A ordinary shares to approximately 4,686,199 post-consolidation Class A ordinary shares, subject to adjustments for rounding. Outstanding warrants and other outstanding equity rights will be proportionately adjusted to reflect the Share Consolidation. No fractional shares will be issued as a result of the Share Consolidation. Instead, any fractional shares that would have resulted from the Share Consolidation will be rounded up to the next whole number. Upon the effectiveness of the Share Consolidation, the Company’s authorized share capital became US$500,700 divided into 10,000,000 Class A ordinary shares of a par value of US$0.05 each; 500,000 Class B ordinary shares of a par value of US$0.001 each; and 2,000,000 preferred shares of a par value of US$0.0001 each.
The Share Consolidation is primarily intended to increase the Company’s per share trading price in order to maintain its listing on Nasdaq. As previously disclosed, on November 19, 2025, the Company received a notification letter from the Listing Qualifications Department of Nasdaq notifying the Company that the Staff has determined to delist the Company’s common stock from the Nasdaq Capital Market as a result of its common stock closing at a price of $0.10 or below for ten consecutive trading days. The Company appealed the determination and has a hearing scheduled for January 13, 2026. Although no guarantees can be offered, the Company believes that this Share Consolidation will allow it to regain compliance with the Nasdaq continued listing requirements and will enable the Company to maintain its Nasdaq listing.
Shareholders holding their shares in book-entry form or in “street name” (through a broker, bank or other holder of record) will have their shares automatically adjusted to reflect the Share Consolidation. Shareholders of record may direct questions concerning the Share Consolidation to the Company’s transfer agent, Continental Stock Transfer & Trust Company.
About Cheer Holding,Inc.
As a preeminent provider of next-generation mobile internet infrastructure and platform services in China, Cheer Holding is dedicated to building a digital ecosystem that integrates “platforms, applications, technology, and industry” into a cohesive digital eco-system, thereby creating a new, open business environment for web3.0 that leverages AI technology. The Company is developing a 5G+VR+AR+AI shared universe space that builds on cutting-edge technologies including blockchain, cloud computing, extended reality, and digital twin.
Cheer Holding’s portfolio includes a wide range of products and services, such as CHEERS Telepathy, CHEERS Video, CHEERS e-Mall, CHEERS Open Data, CheerReal, CheerCar, CheerChat, Polaris Intelligent Cloud, AI-animated short drama series, short video matrix, variety show series, Livestreaming, and more. These offerings provide diverse application scenarios that seamlessly blend “online/offline” and “virtual/reality” elements.
With “CHEERS+” at the core of Cheer Holding’s digital ecosystem, the Company is committed to utilizing innovative product applications and technologies to drive its long-term sustainable and scalable growth.
Safe Harbor Statement
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. These forward-looking statements include, but are not limited to, that the Share Consolidation will enable the Company to meet the minimum bid price requirement under the Nasdaq continued listing standards, or that the Company will be able to continue to have its Class A ordinary shares listed on The Nasdaq Capital Market. The Company is subject to a number of risks and uncertainties set forth in documents filed by the Company with the Securities and Exchange Commission from time to time, including the Company’s latest Annual Report on Form 20-F filed with the SEC on March 10, 2025. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Such information speaks only as of the date of this release.
For investor and media inquiries, please contact:
Wealth Financial Services LLC
Connie Kang, Partner
Email: [email protected]
Tel: +86 1381 185 7742 (CN)