Cheer Holding, Inc 6-K, filed Nov 21, 2025
Cheer Holding, Inc. (CHR)
About this 6-K
Cheer Holding, Inc filed this 6-K on November 21, 2025.
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 November, 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
As previously disclosed, on October 16, 2025, Cheer Holding, Inc.. (the “Company”) received a notice from The NASDAQ Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the minimum bid price requirement of $1.00 per share under the Nasdaq Listing Rule 5550(a)(2)(the “Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was given 180 calendar days, or until April 14, 2026, to regain compliance with the Rule.
On November 19, 2025, Nasdaq issued a letter notifying the Company that as of November 18, 2025, it has determined that the Company’s securities had a closing bid price of $0.10 or less for ten consecutive trading days (the “Letter”). Accordingly, the Company is subject to the provisions contemplated under Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stocks Rule”). As a result, the staff of Nasdaq has determined to delist the Company’s securities from The Nasdaq Capital Market (the “Delisting Determination”) unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”) by November 26, 2025, which will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision.
The Company intends to timely request a hearing by November 26, 2025. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to meet the continued listing requirements during any compliance period that may be granted by the Panel.
The foregoing information on 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.
Press Release
On November 21, 2025, the Company issued a press release announcing the receipt of the Letter subject to hearing request. The press release is furnished as Exhibit 99.1 to this report on Form 6-K. The full text of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.
The information reported under “Press Release” in this Report on Form 6-K, including Exhibit 99.1, is being “furnished” and shall not be deemed 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Exhibit Index
| Exhibit No. | Description | |
| 99.1* | Press Release dated November 21, 2025 |
| * | Furnished but not filed. |
1
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: November 21, 2025 | ||
2
Exhibit 99.1
Cheer Holding Receives Nasdaq Delisting Notice Subject to Hearing Request
BEIJING, Nov. 21, 2025 (GLOBE NEWSWIRE) -- Cheer Holding, Inc. (NASDAQ: CHR) (“Cheer Holding” or the “Company”), a leading provider of advanced mobile internet infrastructure and platform services, today announced that on November 18, 2025, it received a notice (the “Notice”) from The NASDAQ Stock Market LLC (“Nasdaq”) notifying that the Company is not in compliance with Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stocks Rule”), as the Company’s Class A ordinary shares had a closing bid price of $0.10 or less for the last ten consecutive trading days. The Notice indicated that, as a result, Nasdaq staff determined to delist the Company’s securities from The Nasdaq Capital Market (the “Delisting Determination”).
The letter also indicated that the bid price of the Company’s Class A ordinary shares had closed at less than $1 per share over the previous 30 consecutive business days, and as a result, the Company is not in compliance with Listing Rule 5550(a)(2) (the “Rule”). Normally, a company is provided 180 calendar days to regain compliance with the Rule in accordance with Listing Rule 5810(c)(3)(A). However, Nasdaq determined that the Company’s securities also had a closing bid price of $0.10 or less for ten consecutive trading days. Accordingly, the Company became subject to the provisions contemplated under the Low Priced Stocks Rule and Nasdaq had determined to delist the Company’s securities from The Nasdaq Capital Market. The Company was provided until November 26, 2025 to request an appeal of the Delisting Determination to the Hearings Panel (the “Panel”). If the Company fails to request an appeal by November 26, 2025, trading of the Company’s securities will be suspended at the opening of business on December 1, 2025, and a Form 25-NSE will be filed with the SEC, which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.
The Company intends to request such hearing to appeal the Delisting Determination before November 26, 2025, which will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision.
The Company is considering all potential options available to it to regain compliance with the aforementioned rules, including implementing a share consolidation previously approved by its shareholders on May 12, 2025 at its 2025 Annual General Meeting.
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 made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, that the Company will be granted its request for continued listing or be able to continue to have its Class A ordinary shares listed on The Nasdaq Stock 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: ckang@wealthfsllc.com
Tel: +86 1381 185 7742 (CN)