6-K - CHR - Equibles

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATEISSUER

PURSUANT TO RULE 13a-16OR 15d-16

UNDER THE SECURITIESEXCHANGE ACT OF 1934

For the month of July 2024

Commission File Number: 001-38631

CHEER HOLDING, INC.

22F, Block B, XinhuaTechnology Building,

No. 8 TuofangyingSouth Road,

Jiuxianqiao, ChaoyangDistrict, Beijing, China 100016

(Address of principalexecutive 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 to provide its six-month interim financial statements and to incorporate such financial statements into the Company’s registration statements referenced below.

This Form 6-K and Exhibits 99.1 and 99.2 attached hereto shall be deemed to be incorporated by reference into the Company’s registration statements on Form S-8 (File No. 333-237788) and on Form F-3 (File No. 333-279221), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit Index

Exhibit No.	Exhibit Description
99.1	Unaudited Interim Consolidated Financial Statements for the Six Months Ended June 30, 2024 and 2023.
99.2	Operating and Financial Review and Prospectus in connection with the Unaudited Interim Consolidated Financial Statements for the Six Months Ended June 30, 2024 and 2023.
99.3	Press Release - Cheer Holding Reports 2024 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)

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: July 31, 2024

Exhibit 99.1

CHEER HOLDING, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In U.S. dollars in thousands, except shareand per share data)

	June 30,<br> <br>2024			December 31,<br> <br>2023
Assets
Current assets:
Cash and cash equivalents	$	186,089		$	194,227
Restricted cash		291			298
Accounts receivable, net		79,818			81,170
Prepayment and other current assets, net		47,803			31,179
Total current assets		314,001			306,874
Property, plant and equipment, net		53			85
Intangible assets, net		18,176			20,255
Deferred tax assets		601			41
Unamortized produced content, net		16			-
Right-of-use assets		394			377
Total non-current assets		19,240			20,758
TOTAL ASSETS	$	333,241		$	327,632
Liabilities and Equity
Current liabilities:
Short-term bank loans	$	6,880		$	4,216
Accounts payable		2,671			9,599
Contract liabilities		126			130
Accrued liabilities and other payables		3,881			3,764
Other taxes payable		31,774			28,178
Lease liabilities current		144			330
Total current liabilities		45,476			46,217
Long-term bank loan		1,376			1,408
Lease liabilities non-current		241			-
Total non-current liabilities		1,617			1,408
TOTAL LIABILITIES	$	47,093		$	47,625
Equity
Ordinary shares (par value of $0.001 per share; 200,000,000 shares authorized as of June 30, 2024 and December 31, 2023; 10,285,568 and 10,070,012 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively)	$	10		$	10
Additional paid-in capital		106,795			106,215
Statutory reserve		1,411			1,411
Retained earnings		193,578			181,162
Accumulated other comprehensive loss		(15,723	)		(8,869	)
TOTAL CHEER HOLDING, INC SHAREHOLDERS’ EQUITY		286,071			279,929
Non-controlling interest		77			78
TOTAL EQUITY		286,148			280,007
TOTAL LIABILITIES AND EQUITY	$	333,241		$	327,632

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CHEER HOLDING, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF INCOME AND

COMPREHENSIVE INCOME (LOSS)

(In U.S. dollars in thousands, except shareand per share data)

	For the Six Months Ended<br> June 30,
	2024			2023
Revenues	$	71,055		$	67,435
Operating expenses:
Cost of revenues		(18,885	)		(16,946	)
Selling and marketing		(37,559	)		(38,870	)
General and administrative		(1,611	)		(2,266	)
Research and development		(1,361	)		(641	)
Total operating expenses		(59,416	)		(58,723	)
Income from operations		11,639			8,712
Other income (expenses):
Interest income, net		223			32
Change in fair value of warrant liability		-			79
Other (expense) income, net		(23	)		13
Total other income		200			124
Income before income tax		11,839			8,836
Income tax benefits (expenses)		578			(37	)
Net income		12,417			8,799
Less: net gain attributable to non-controlling interest		1			52
Net income attributable to Cheer Holding. Inc’s shareholders	$	12,416		$	8,747
Other comprehensive loss
Unrealized foreign currency translation loss		(6,856	)		(8,907	)
Comprehensive income (loss)		5,561			(108	)
Less: comprehensive loss attributable to non-controlling interests		(1	)		-
Comprehensive income (loss) attributable to Cheer Holding. Inc’s shareholders	$	5,562		$	(108	)
Earnings per ordinary share
Basic and Diluted	$	1.23		$	1.17
Weighted average shares used in calculating earnings per ordinary share
Basic and Diluted		10,058,846			7,507,504
*	Retroactively restated to give effect to a share consolidation at a ratio of one-for-tenth ordinary shares effective on November 24, 2023 (Note 1).
---	---

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CHEER HOLDING, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF CHANGES IN EQUITY

(In U.S. dollars in thousands, except shareand per share data)

	Ordinary shares					Additional<br> paid-in			Retained		Statutory		Accumulated<br> other<br> comprehensive<br> (loss)			Total<br> shareholders’			Non-<br> controlling			Total
	Shares*			Amount		capital			earnings		reserve		gain			equity			interests			Equity
Balance as of December 31, 2022		6,812,440			7		27,009			150,685		1,411		(6,684	)		172,428			75			172,503
Contribution from shareholder		-			-		463			-		-		-			463			-			463
Issuance of shares through private placement		2,419,355			2		59,998			-		-		-			60,000			-			60,000
Net income		-			-		-			8,747		-		-			8,747			52			8,799
Foreign currency translation adjustment		-			-		-			-		-		(8,855	)		(8,855	)		(52	)		(8,907	)
Balance as of June 30, 2023		9,231,795			9		87,470			159,432		1,411		(15,539	)		232,783			75			232,858
Balance as of December 31, 2023		10,070,012			10		106,215			181,162		1,411		(8,869	)		279,929			78			280,007
Withdrawal of contribution from shareholder		-			-		(4	)		-		-		-			(4	)		-			(4	)
Share-based compensation to one employee**		231,909			0		584			-		-		-			584			-			584
Cancellation of shares due to roundup of fraction shares in share consolidation**		(16,353	)		0		-			-		-		-			-			-			-
Net income		-			-		-			12,416		-		-			12,416			1			12,417
Foreign currency translation adjustment		-			-		-			-		-		(6,854	)		(6,854	)		(2	)		(6,856	)
Balance as of June 30, 2024		10,285,568			10		106,795			193,578		1,411		(15,723	)		286,071			77			286,148

*	Retroactively restated to give effect to a share consolidation at a ratio of one-for-tenth ordinary shares effective on November 24, 2023 (Note 1).

**	The amount of ordinary shares issued for share-based compensation and the amount of ordinary shares cancelled were below 1,000.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CHEER HOLDING, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF CASH FLOWS

(In U.S. dollars in thousands)

	For the Six Months Ended<br> June 30,
	2024			2023
Net cash (used in) provided by operating activities		(6,741	)		27,179
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment		-			(4	)
Loans made to a third party		-			(58	)
Net cash used in investing activities		-			(62	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of ordinary shares in connection with a private placement		-			60,000
Proceeds from bank loans		7,071			2,598
Repayments of bank loans		(4,242	)		(4,041	)
Payment of loan origination fees		(58	)		(11	)
Borrowings from a related party		205			1,000
Contribution from shareholders		-			463
Withdrawal of contribution from shareholder		(4	)		-
Net cash provided by financing activities		2,972			60,009
Effect of exchange rate changes		(4,376	)		(5,167	)
Net (decrease) increase in cash and cash equivalents		(8,145	)		81,959
Cash and cash equivalents, at beginning of period		194,525			70,482
Cash and cash equivalents, at end of period	$	186,380			152,441
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interests paid	$	199		$	77
Lease liabilities arising from obtaining right-of-use assets	$	466		$	202
Change in fair value of warrant liabilities	$	-		$	(79	)

RECONCILIATION OF CASH, CASH EQUIVALENTS ANDRESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS

	June 30,<br> <br>2024		December 31,<br> <br>2023
Cash and cash equivalents	$	186,089	$	194,227
Restricted cash		291		298
	$	186,380	$	194,525

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CHEER HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(In U.S. dollars in thousands, except shareand per share data)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

Cheer Holding, Inc. (“CHR” or the “Company”) is an exempted company incorporated on November 30, 2018, under the laws of the Cayman Islands. CHR through its subsidiaries, the VIE and the VIE’s subsidiaries, provides advertisement and content production services and operate a leading mobile and online advertising, media and entertainment business in China.

On November 1, 2023, the Company changed its legal name from Glory Star New Media Group Holdings Limited. to Cheer Holding, Inc. In connection with the name change, the Company also changed its trading symbol for tis ordinary shares from “GSMG” to “CHR”. The Company’s warrants continue to trade under the ticker symbol “GSMGW”. Effective on November 9, 2023, the Company traded on open market under new name and trading symbol.

As of June 30, 2024, the Company’s subsidiaries, the VIEs and the VIE’s subsidiaries were as the following:

	Date of<br> incorporation	Place of<br> incorporation	Percentage of<br> legal/beneficial<br> ownership<br> by the<br> Company			Principal<br> activities

| Glory Star New Media (Beijing) Technology Co., Ltd. (“WFOE”) | March 13, 2019 | PRC | | 100 | % | Holding |

| Xing Cui Can International Media (Beijing) Co., Ltd. (“Xing Cui Can”) | September 7, 2016 | PRC | | 100 | % | Holding |

| Horgos Glory Star Media Co., Ltd. (“Horgos”) | November 1, 2016 | PRC | | 100 | % | Holding |

| Glory Star Media (Beijing) Co., Ltd. (“Glory Star Beijing”) | December 9, 2016 | PRC | | 100 | % | Provision of provides advertisement and content production services |

| Leshare Star (Beijing) Technology Co., Ltd. (“Beijing Leshare”) | March 28, 2016 | PRC | | 100 | % | Provision of provides advertisement and content production services |

| Horgos Glary Prosperity Culture Co., Ltd. (“Glary Prosperity”) | December 14, 2017 | PRC | | 51 | % | Provision of provides advertisement and content production services |

| Horgos Glary Prosperity Culture Co., Ltd, Beijing Branch (“Glary Prosperity BJ”) | May 8, 2018 | PRC | | 51 | % | Provision of provides advertisement and content production services |

| Glory Star (Horgos) Media Technology Co., Ltd (“Horgos Technology”) | September 9, 2020 | PRC | | 100 | % | Provision of provides advertisement and content production services | | * | On March 17, 2023, we wrote off Shenzhen Leshare Investment Co.,Ltd. due to business adjustment. For the six months ended June 30, 2023, we recognized minimal gain arising from the writing off and recorded in the account of “other income, net” in the consolidated statements of income and comprehensive income. | | --- | --- |

CHEER HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(In U.S. dollars in thousands, except shareand per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Security and Exchange Commission and accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in conformity with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023 filed on March 14, 2024.

In the opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which are necessary for a fair presentation of financial results for the interim periods presented. The Group believes that the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Company’s consolidated financial statements for the year ended December 31, 2023. The results of operations for the six months ended June 30, 2024 and 2023 are not necessarily indicative of the results for the full years.

Financial statement amounts and balancesof the VIEs and the VIEs’ subsidiaries

Total assets and liabilities presented on the Company’s unaudited condensed consolidated balance sheets and revenue, expense, net income presented on the Company’s unaudited condensed consolidated statements of income as well as the cash flow from operating, investing and financing activities presented on the unaudited condensed consolidated statements of cash flows are substantially the financial position, operation and cash flow of the VIEs and the VIEs’ subsidiaries. CHR has not provided any financial support to the VIEs and the VIEs’ subsidiaries for the six months ended June 30, 2024 and 2023. The following financial statements amounts and balances of the VIEs and the VIEs’ subsidiaries were included in the unaudited condensed consolidated financial statements as of June 30, 2024 and December 31, 2023, and for the six months ended June 30, 2024 and 2023:

	June 30,<br> <br>2024		December 31,<br> <br>2023
Total assets	$	329,768	$	324,019
Total liabilities	$	142,935	$	146,188
	For the Six Months Ended<br> June 30,
---	---	---	---	---	---	---
	2024			2023
Total revenues	$	71,055		$	67,437
Net income	$	13,463		$	10,004
Net cash (used in) provided by operating activities	$	(6,247	)	$	24,796
Net cash used in investing activities	$	-		$	(61	)
Net cash provided by financing activities	$	2,829		$	60,385

The VIEs and the VIEs’ subsidiaries contributed 100% and 100% of the consolidated revenues for the six months ended June 30, 2024 and 2023. As of June 30, 2024 and December 31, 2023, the VIEs and the VIEs’ subsidiaries accounted for an aggregate of 99.0% and 98.9%, respectively, of the consolidated total assets, and 94.6% and 95.0%, respectively, of the consolidated total liabilities.

CHEER HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(In U.S. dollars in thousands, except shareand per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Financial statement amounts and balancesof the VIEs and the VIEs’ subsidiaries (cont.)

There are no terms in any arrangements, considering both explicit arrangements and implicit variable interests that require the Company or its subsidiaries to provide financial support to the VIEs. However, the Company has provided and will continue to provide financial support to the VIEs considering the business requirements of the VIEs, as well as the Company’s own business objectives in the future.

There are no assets held in the VIEs and the VIEs’ subsidiaries that can be used only to settle obligations of the VIEs and the VIEs’ subsidiaries, except for registered capital and the PRC statutory reserves. As the VIEs and the VIEs’ subsidiaries are incorporated as a limited liability company under the PRC Company Law, creditors of the VIEs and the VIEs’ subsidiaries do not have recourse to the general credit of the Company for any of the liabilities of the VIEs and the VIEs’ subsidiaries. Relevant PRC laws and regulations restrict the VIEs and the VIEs’ subsidiaries from transferring a portion of their net assets, equivalent to the balance of its statutory reserve and its share capital, to the Company in the form of loans and advances or cash dividends.

Accounts Receivable, net

On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using the modified retrospective transition method. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. Upon adoption, the Company changed the impairment model to utilize a forward-looking current expected credit losses (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost and receivables resulting from the application of ASC 606, including contract assets. The adoption of the guidance had no impact on the allowance for credit losses for accounts receivable.

The Company maintains an allowance for credit losses and records the allowance for credit losses as an offset to accounts receivable and the estimated credit losses charged to the allowance is classified as “General and administrative expenses” in the unaudited condensed consolidated statements of income and comprehensive income. The Company assesses collectability by reviewing accounts receivable on an individual basis because the Company had limited customers and each of them has difference characteristics, primarily based on business line and geographical area. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the balances, credit quality of the Company’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.

Unamortized produced content

Produced content includes direct production costs, production overhead and acquisition costs and is stated at the lower of unamortized cost or estimated fair value. Produced content also includes cash expenditures made to enter into arrangements with third parties to co-produce certain of its productions.

The Company uses the individual-film-forecast-computation method and amortizes the produced content based on the ratio of current period actual revenue (numerator) to estimated remaining unrecognized ultimate revenue as of the beginning of the fiscal year (denominator) in accordance with ASC 926. Ultimate revenue estimates for the produced content are periodically reviewed and adjustments, if any, will result in prospective changes to amortization rates. When estimates of total revenues and other events or changes in circumstances indicate that a film or television series has a fair value that is less than its unamortized cost, a loss is recognized currently for the amount by which the unamortized cost exceeds the film or television series’ fair value. For the six months ended June 30, 2024 and 2023, $13,020 and $10,617 were amortized to the cost of sales, respectively. For the six months ended June 30, 2024 and 2023, the Company provided impairment of $nil and $21 against unamortized production cost, respectively.

CHEER HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(In U.S. dollars in thousands, except shareand per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Accounts payable

Accounts payable represent liabilities for goods and services provided to the Company prior to the end of financial period which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-current liabilities.

Accounts payable are initially recognized at fair value, and subsequently carried at amortized cost using the effective interest method.

Contract liabilities

Contract liabilities amounted to $126 and $130 at June 30, 2024 and December 31, 2023, respectively, which represent advance payment received from our customers for goods or services that had not yet been provided.

The Company will recognize the advances as revenue when it has transferred control of the goods or services to which the advances relate, and has no obligation under the contract to transfer additional goods or services.

Revenue Recognition

The Company early adopted the new revenue standard Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, on January 1, 2017. The core principle of this new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

●	Step 1: Identify the contract with the customer
●	Step 2: Identify the performance obligations in the contract
---	---
●	Step 3: Determine the transaction price
---	---
●	Step 4: Allocate the transaction price to the performance obligations in the contract
---	---
●	Step 5: Recognize revenue when the company satisfies a performance obligation
---	---

CHEER HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(In U.S. dollars in thousands, except shareand per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Revenue Recognition (cont.)

The Company mainly offers and generates revenue from the copyright licensing of self-produced content, advertising and customized content production and others. Revenue recognition policies are discussed as follows:

Copyright revenue

The Company self produces or coproduces TV series featuring lifestyle, culture and fashion, and licenses the copyright of the TV series on an episode basis to the customer for broadcast over a period of time. Generally, the Company signs a contract with a customer which requires the Company to deliver a series of episodes that are substantially the same and that have the same pattern of transfer to the customer. Accordingly, the delivery of the series of episodes is defined as the only performance obligation in the contract.

For the TV series produced solely by the Company, the Company satisfies its performance obligation over time by measuring the progress toward the delivery of the entire series of episodes which is made available to the licensee for exhibition after the license period has begun. Therefore, the copyright revenue in a contract is recognized over time based on the progress of the number of episodes delivered.

The Company also coproduces TV series with other producers and licenses the copyright to third-party video broadcast platforms for broadcast. For TV series produced by the Company with co-producers, the Company satisfies its performance obligations over time by the delivery of the entire series of episodes to the customer, and requires the customer to pay consideration based on the number and the unit price of valid subsequent views of the TV series that occur on a broadcast platform. Therefore, the copyright revenue is recognized when the later of the valid subsequent view occurs or the performance obligation relating to the delivery of a number of episodes has been satisfied.

Advertising revenue

The Company generates revenue from sales of various forms of advertising on its TV series and streaming content by way of 1) advertisement displays, or 2) the integration of promotion activities in TV series and content to be broadcast. Advertising contracts are signed to establish the different contract prices for different advertising scenarios, consistent with the advertising period. The Company enters into advertising contracts directly with the advertisers or the third-party advertising agencies that represent advertisers.

For the contracts that involve the third-party advertising agencies, the Company is principal as the Company is responsible for fulfilling the promise of providing advertising services and has the discretion in establishing the price for the specified advertisement. Under a framework contract, the Company receives separate purchase orders from advertising agencies before the broadcast. Accordingly, each purchase order is identified as a separate performance obligation, containing a bundle of advertisements that are substantially the same and that have the same pattern of transfer to the customer. Where collectability is reasonably assured, revenue is recognized monthly over the service period of the purchase order.

For contracts signed directly with the advertisers, the Company commits to display a series of advertisements which are substantially the same or similar in content and transfer pattern, and the display of the whole series of advertisements is identified as the single performance obligation under the contract. The Company satisfies its performance obligations over time by measuring the progress toward the display of the whole series of advertisements in a contract, and advertising revenue is recognized over time based on the number of advertisements displayed.

Payment terms and conditions vary by contract types, and terms typically include a requirement for payment within a period from 6 to 9 months. Both direct advertisers and third-party advertising agencies are generally billed at the end of the display period and require the Company to issue VAT invoices in order to make their payments.

CHEER HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(In U.S. dollars in thousands, except shareand per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Revenue Recognition (cont.)

Customized content production revenue

The Company produces customized short streaming videos according to its customers’ requirement, and earns fixed fees based on delivery. Revenue is recognized upon the delivery of short streaming videos.

CHEERS E-mall marketplace service revenue

The Company through CHEERS E-mall, an online e-commerce platform, enables third-party merchants to sell their products to consumers in China. The Company charges fees for platform services to merchants for sales transactions completed on the Cheer E-Mall including but not limited to products displaying, promotion and transaction settlement services. The Company does not take control of the products provided by the merchants at any point in the time during the transactions and does not have latitude over pricing of the merchandise. Transaction services fee is determined as the difference between the platform sales price and the settlement price with the merchants. CHEERS E-mall marketplace service revenue is recognized at a point of time when the Company’s performance obligation to provide marketplace services to the merchants are determined to have been completed under each sales transaction upon the consumers confirming the receipts of goods. Payments for services are generally received before deliveries.

The Company provides coupons to consumers at our own discretion as incentives to promote CHEERS E-mall marketplace with validity usually around or less than one week, which can only be used in future purchases of eligible merchandise offered on CHEERS E-mall to reduce purchase price that are not specific to any merchant. Consumers are not customers of the Company, therefore incentives offered to consumers are not considered consideration payable to customers. As the consumers are required to make future purchases of the merchants’ merchandise to redeem these coupons, the Company does not accrue any expense for coupons when granted and recognizes the amounts of redeemed coupons as marketing expenses when future purchases are made.

Other Revenues

Other revenue primarily consists of copyrights trading of purchased and produced TV-series and the sales of products on Taobao platform. For copyright licensing of purchased and produced TV-series, the Company recognize revenue on net basis at a point of time upon the delivery of master tape and authorization of broadcasting right. For sales of product, the company recognize revenue upon the transfer of products according to the fixed price and production amount in sales orders.

CHEER HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(In U.S. dollars in thousands, except shareand per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Revenue Recognition (cont.)

The following table identifies the disaggregation of our revenue for the six months ended June 30, 2024 and 2023, respectively:

	For the Six Months Ended<br> June 30,
	2024		2023
Category of Revenue:
Advertising revenue	$	70,855	$	64,863
Copyrights revenue		-		2,451
CHEERS e-Mall marketplace service revenue		120		110
Other revenue		80		11
Total	$	71,055	$	67,435
Timing of Revenue Recognition:
Services transferred over time	$	70,855	$	67,314
Services transferred at a point in time		120		110
Goods transferred at a point in time		80		11
Total	$	71,055	$	67,435

The Company applied a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. The Company does not have any significant incremental costs of obtaining contracts with customers incurred and/or costs incurred in fulfilling contracts with customers within the scope of ASC Topic 606, that shall be recognized as an asset and amortized to expenses in a pattern that matches the timing of the revenue recognition of the related contract.

CHEER HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(In U.S. dollars in thousands, except shareand per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Concentration and Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash and cash equivalents, and accounts receivable arising from its normal business activities. The Company places its cash and cash equivalents in what it believes to be credit-worthy financial institutions.

The Company’s operations are carried out in the PRC. Accordingly, our business, financial condition, and results of operations may be influenced by the political, economic, and legal environment in the PRC, and by the general state of the economy of the PRC. Our operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. Financial instruments which potentially subject us to concentrations of credit risk consist principally of cash and cash equivalent. All of our cash is maintained with state-owned banks, commercial banks or third-party service provider certified by the People’s bank of China, such as Alipay, within the PRC. Per PRC regulations, the maximum insured bank deposit amount is RMB500 (approximately $69) for each financial institution. The Company’s total unprotected cash held in bank amounted to approximately $185,968 and $194,081 as of June 30, 2024 and December 31, 2023, respectively. The Company has not experienced any losses in such accounts and believes the Company is not exposed to any risks on our cash held in bank accounts.

Accounts receivable are typically unsecured and derived from revenue earned from customers, thereby exposed to credit risk. The risk is mitigated by the Company’s assessment of its customers’ creditworthiness and its ongoing monitoring of outstanding balances.

The Company’s sales are made to customers that are located primarily in China. The Company has a concentration of its revenues and receivables with specific customers. For the six months ended June 30, 2024, five customers accounted for 27.0%, 21.4%, 14.2%, 14.0% and 13.6% of the Company’s total revenue, respectively. For the six months ended June 30, 2023, four customers accounted for 20%, 19%, 17% and 13% of the Company’s total revenue, respectively.

As of June 30, 2024, six customers accounted for 28%,27%,12%,12%,11%and 10% of the net accounts receivable balance, respectively. As of December 31, 2023, six customers accounted for 23%, 16%, 15% 14% 12% and 11% of the net accounts receivable balance, respectively.

As of June 30, 2024, three vendors accounted for 41%,31% and 10% of the accounts payable, respectively. As of December 31, 2023, four vendors accounted for 50%, 21%, 12% and 11% of the accounts payable, respectively.

Foreign Currency Translation

The reporting currency of the Company is the U.S. dollar (“USD”). The functional currency of subsidiaries, VIEs and VIEs’ subsidiaries located in China is the Chinese Renminbi (“RMB”). For the entities whose functional currency is the RMB, result of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

CHEER HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(In U.S. dollars in thousands, except shareand per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Concentration and Credit Risk (cont.)

All of the Company’s revenue and expense transactions are transacted in the functional currency of the operating subsidiaries. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.

The unaudited condensed consolidated balance sheet amounts, with the exception of equity, at June 30, 2024 and December 31, 2023 were translated at RMB 7.2672 to $1.00 and at RMB 7.0999 to $1.00, respectively. Equity accounts were stated at their historical rates. The average translation rates applied to unaudited condensed consolidated statements of income and cash flows for the six months ended June 30, 2024 and 2023 were RMB 7.0716 to $1.00 and RMB 6.9283 to $1.00, respectively.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, which is an update to Topic 740, Income Taxes. The amendments in this update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial or relevant. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections— Overall, 260-10 Earnings Per Share— Overall, 270-10 Interim Reporting— Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities— Oil and Gas—Notes to Financial Statements, 946-20 Financial Services— Investment Companies— Investment Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all other entities, the amendments will be effective two years later from the date of the SEC’s removal.

In March 2023, the FASB issued new accounting guidance, ASU 2023-01, for leasehold improvements associated with common control leases, which is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been made available for issuance. The new guidance introduced two issues: terms and conditions to be considered with leases between related parties under common control and accounting for leasehold improvements. The goals for the new issues are to reduce the cost associated with implementing and applying Topic 842 and to promote diversity in practice by entities within the scope when applying lease accounting requirements.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.

CHEER HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(In U.S. dollars in thousands, except shareand per share data)

3. ACCOUNTS RECEIVABLE, NET

As of June 30, 2024 and December 31, 2023, accounts receivable consisted of the following:

	June 30,<br> <br>2024			December 31,<br> <br>2023
Accounts receivable	$	80,624		$	81,990
Less: allowance for expected credit losses		(806	)		(820	)
Accounts receivables, net	$	79,818		$	81,170

For the six months ended June 30, 2024 and 2023, the movement of allowance for expected credit losses is as the following:

	June 30,<br> <br>2024			June 30,<br> <br>2023
Opening balance	$	820		$	1,006
Provision of allowance for expected credit losses		5			1,111
Writing off allowance for expected credit losses		-			(1,374	)
Foreign exchange adjustment		(19	)		(27	)
Ending balance	$	806		$	716

4. PREPAYMENT AND OTHER CURRENT ASSETS

As of June 30, 2024 and December 31, 2023, prepayment and other current and non-current assets consisted of the following:

	June 30,<br> <br>2024			December 31,<br> <br>2023
Advances to vendors	$	49,883		$	33,295
Staff advance		85			98
Others		40			43
Subtotal	$	50,008		$	33,436
Less: allowance for expected credit losses		(2,205	)		(2,257	)
Prepayment and other assets, net		47,803			31,179

For the six months ended June 30, 2024 and 2023, the Company did not provide allowance against the advances to vendors.

CHEER HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(In U.S. dollars in thousands, except shareand per share data)

5. PROPERTY, PLANT AND EQUIPMENT, NET

As of June 30, 2024 and December 31, 2023, property, plant and equipment consisted of the following:

	June 30,<br> <br>2024			December 31,<br> 2023
Electronic equipment	$	770		$	820
Office equipment and furniture		68			70
Leasehold improvement		178			182
		1,016			1,072
Less: accumulated depreciation		(963	)		(987	)
	$	53		$	85

For the six months ended June 30, 2024 and 2023, depreciation expense amounted to $30 and $45, respectively.

6. INTANGIBLE ASSETS, NET

As of June 30, 2024 and December 31, 2023, intangible assets consisted of the following:

	June 30,<br> <br>2024			December 31,<br> 2023
Electronic equipment	$	29,492		$	30,187
Less: accumulated depreciation		(11,316	)		(9,932	)
	$	18,176		$	20,255

The balance of intangible assets mainly represents software related to CHEERS App, primarily consisting of e-mall, online game, video media library and data warehouse modules, etc., CheerCar App, NFT App and Cheer Chat App, which were acquired externally tailored to the Company’s requirements and is amortized straight-line over 7 years in accordance with the way the Company estimates to generate economic benefits from such software.

For the six months ended June 30, 2024 and 2023, amortization expense amounted to $1,657 and $1,538, respectively. The following is a schedule, by periods, of amortization amount of intangible asset as of June 30, 2024:

For the six months ending December 31, 2024	$	1,613
For the year ending December 31, 2025		3,226
For the year ending December 31, 2026		3,226
For the year ending December 31, 2027		3,226
Thereafter		6,885
Total	$	18,176

CHEER HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(In U.S. dollars in thousands, except shareand per share data)

7. ACCRUED LIABILITIES AND OTHER PAYABLES

As of June 30, 2024 and December 31, 2023, accrued liabilities and other payables consisted of the following:

	June 30,<br> <br>2024		December 31,<br> 2023
Payroll payables	$	1,155	$	1,233
Other payables		2,726		2,531
	$	3,881	$	3,764

8. OTHER TAXES PAYABLE

As of June 30, 2024 and December 31, 2023, other taxes payable consisted of the following:

	June 30,<br> <br>2024		December 31,<br> 2023
VAT payable	$	26,190	$	22,916
Income tax payable		2,399		2,455
Business tax payable		3,182		2,791
Others		3		16
	$	31,774	$	28,178

9. BANK LOANS, CURRENT AND NON CURRENT

Bank loans represent the amounts due to various banks that are due within and over one year. As of June 30, 2024 and December 31, 2023, bank loans consisted of the following:

	June 30,<br> <br>2024		December 31,<br> 2023
Short-term bank loans:
Loan from Xiamen International Bank	$	2,752	$	2,113
Loan from China Citic Bank		2,752		-
Loan from Huaxia Bank		1,376		-
Loan from China Merchants Bank		-		2,103
		6,880		4,216
Long-term bank loans:
Loan from China Construction Bank		1,376		1,408
	$	1,376	$	1,408

Short-term bank loans

For the six months ended June 30, 2024, the Company entered into loan agreements with three banks, pursuant to the Company borrowed an aggregate of $7,071 from the banks with maturity dates due in August 2024 through March 2025. The loan bore per annum interest rates ranging between 3.20% and 5.50%. For the six months ended June 30, 2024, the Company also repaid an aggregate of $4,808 to two banks.

For the six months ended June 30, 2023, the Company entered into loan agreements with two banks, pursuant to the Company borrowed an aggregate of $2,598 from the banks with maturity dates due in November 2023 through February 2024. The loan bore interest rates ranging between 4.5% and 6%. For the six months ended June 30, 2023, the Company also repaid an aggregate of $4,041 to four banks.

CHEER HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(In U.S. dollars in thousands, except shareand per share data)

9. BANK LOANS, CURRENT AND NON CURRENT (cont.)

Long-term bank loans

For the year ended December 31, 2023, the Company entered into loan agreements with one bank, pursuant to the Company borrowed a three-year bank borrowing of $1,412 from the banks with maturity date due in September 2026. The loan bore an interest rates of 3.95% per annum.

Guarantee information

As of June 30, 2024, the guarantee information for bank borrowings were as below:

The loans from Xiamen International Bank were guaranteed by Horgos, and Mr. Zhang Bing, the Chairman of the Company’s board of directors.

The loan from China Citic Bank was guaranteed by Horgos and Mr. Zhang Bing.

The loan from Huaxia Bank was guaranteed by Mr. Zhangbin, and Beijing Zhongguancun Sci-tech Financing Guarantee Co., Ltd, for whom a counter guarantee was provided by Horgos and Mr. Zhang Bing.

10. LEASES

The Company leases offices space under non-cancelable operating leases, with terms ranging from two to threee years. The Company considers those renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of right of use assets and lease liabilities. Lease expense for lease payment is recognized on a straight-line basis over the lease term. Leases with initial term of 12 months or less are not recorded on the balance sheet.

The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discount lease payments based on an estimate of its incremental borrowing rate.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Supplemental balance sheet information related to operating lease was as follows:

	June 30,<br> <br>2024		December 31,<br> 2023
Right-of-use assets		394		377
Lease liabilities current		144		330
Lease liabilities non-current		241		-
	$	385	$	330

The weighted average remaining lease terms and discount rates for the operating lease were as follows as of June 30, 2024:

Remaining lease term and discount rate:

| Weighted average remaining lease term (years) | 2.58 | |

| Weighted average discount rate | 5.55 | % |

For the six months ended June 30, 2024 and 2023, the Company incurred total operating lease expenses of $99 and $202, respectively.

CHEER HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(In U.S. dollars in thousands, except shareand per share data)

10. LEASES (cont.)

The following is a schedule of maturities of lease liabilities as of June 30, 2024:

For the six months ending December 31, 2024	$	77
For the year ending December 31, 2025		167
For the year ending December 31, 2026		167
Total lease payments		411
Less: imputed interest		(26	)
Present value of lease liabilities	$	385

11. RELATED PARTY TRANSACTIONS

For the six months ended June 30, 2024 and 2023, the Company did not enter into related party arrangements with any related parties. As of June 30, 2024 and December 31, 2023, the Company had no balances due from or due to related parties.

12. INCOME TAXES

The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. For the six months ended June 30, 2024 and 2023, the Company had no unrecognized tax benefits. Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to realize the deferred tax assets arising from net operating losses for the VIEs and the VIEs’ subsidiaries. The Company maintains a full valuation allowance on its net deferred tax assets arising from net operating losses as of June 30, 2024 and December 31, 2023.

As of June 30, 2024 and December 31, 2023, the Company had deferred tax assets of $601 and $41, respectively, arising from net operating assets by loss-making subsidiaries and allowance of accounts receivable.

The Company does not anticipate any significant increase to its liability for unrecognized tax benefit within the next 12 months. The Company will classify interest and penalties related to income tax matters, if any, in income tax expense.

For the six months ended June 30, 2024 and 2023, the Company had income tax benefits (expenses) as the following table:

	For the Six Months Ended<br><br> June 30,
	2024		2023
Current income tax expenses	$	-	$	-
Deferred income tax benefits (expense)		578		(37	)
	$	578	$	(37	)

Uncertain tax positions

The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Interest and penalties related to uncertain tax positions are recognized and recorded as necessary in the provision for income taxes. The Company is subject to income taxes in the PRC. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB 100. In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. There were no uncertain tax positions as of June 30, 2024 and the Company does not believe that its unrecognized tax benefits will change over the next twelve months.

CHEER HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(In U.S. dollars in thousands, except shareand per share data)

13. SHARE-BASED COMPENSATION TO EMPLOYEES

On June 26, 2024, the Company granted 231,909 ordinary shares to an employee as compensation expenses. The ordinary shares were fully vest upon grant. For the six months ended June 30, 2024, the Company recognized share-based compensation expenses of $584 in the account of “general and administrative expenses”. As of June 30, 2024, there are no unrecognized compensation expense.

For the six months ended June 30, 2023, the Company did not grant share-based compensation to employees and the Company did not recognize share-based compensation expenses.

14. EQUITY

Preferred Shares

The Company is authorized to issue 2,000,000 preferred shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At June 30, 2024 and December 31, 2023, there were no preferred shares issued or outstanding.

Ordinary Shares

The Company is authorized to issue 200,000,000 ordinary shares with a par value of $0.0001 per share. Holders of the ordinary shares are entitled to one vote for each share.

On May 9, 2023, the Company closed private placements with two (2) accredited investors (the “Investors”). The Company issued an aggregate of 2,419,355 ordinary shares (after giving effect to share consolidation effected in November 2023) of the Company, par value $0.001, at a price per share of $15.5 for gross proceeds of $60,000,000.

On November 24, 2023, the Company effected a share consolidation at a ratio of one-for-tenth (10) ordinary shares with a par value of US$0.0001 each in the Company’s issued and unissued share capital into one ordinary share with a par value of US$0.001 (“the Share Consolidation”). Immediately following the Share Consolidation, the authorized share capital of the Company to be US$20,200 divided into 20,000,000 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 Company believed that it was appropriate to reflect the transactions on a retroactive basis pursuant to ASC 260, Earnings Per Share. The Company has retroactively adjusted all share and per share data for all periods presented.

On September 5, 2023, the Company closed private placements with two (2) accredited investors (the “Investors”). The Company issued an aggregate of 806,451 ordinary shares (after giving effect to share consolidation effected in November 2023) of the Company, par value $0.001, at a price per share of $24.8 (after giving effect to share consolidation effected in November 2023) for gross proceeds of $20,000,000.

In December 2023, the Company issued additional 31,766 ordinary shares subject to roundup of fractional shares arising from Share Consolidation. In January 2024, the Company further canceled 16,353 ordinary shares subject to roundup of fractional shares arising from Share Consolidation

On June 26, 2024, the Company granted 231,909 ordinary shares to an employee as compensation expenses.

As of June 30, 2024 and December 31, 2023, there were 10,301,921 and 10,070,012 ordinary shares (after giving effect to share consolidation effected in November 2023) issued and outstanding, respectively.

CHEER HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(In U.S. dollars in thousands, except shareand per share data)

14. EQUITY (cont.)

Public Warrants

Pursuant to the Initial Public Offering, TKK sold 2,500,000 Units (after giving effect to share consolidation effected in November 2023) at a purchase price of $100.00 per Unit (after giving effect to share consolidation effected in November 2023), inclusive of 300,000 Units (after giving effect to share consolidation effected in November 2023) sold to the underwriters on August 22, 2018 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one ordinary share, one warrant (“Public Warrant”) and one right (“Public Right”). Each Public Warrant entitles the holder to purchase one-half of one ordinary share at an exercise price of $115.00 per whole share. Each Public Right entitles the holder to receive one-tenth of one ordinary share at the closing of a Business Combination.

Public Warrants may only be exercised for a whole number of shares. No fractional ordinary shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of the Public Warrants is not effective within 90 days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company may redeem the Public Warrants:

●	in whole and not in part;

●	at a price of $0.01 per warrant;
●	at any time while the Public Warrants are exercisable;
---	---

●	upon no less than 30 days’ prior written notice of redemption to each Public Warrant holder;

●	if, and only if, the reported last sale price of the Company’s ordinary shares equals or exceeds $18.00 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and
●	if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.
---	---

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

CHEER HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(In U.S. dollars in thousands, except shareand per share data)

14. EQUITY (cont.)

Public Warrants (cont.)

The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a capitalization of shares, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below their exercise price or issuance of potential extension warrants in connection with an extension of the period of time for the Company to complete a Business Combination. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

As of June 30, 2024 and December 31, 2023, the Company had 2,500,000 of public warrants outstanding (after giving effect to share consolidation effected in November 2023).

Rights

Each holder of a Public Right will automatically receive one-tenth (1/10) of an ordinary share upon consummation of a Business Combination, even if the holder of a Public Right converted all ordinary shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to its pre-business combination activities. Upon the closing of the Business Combination, the Company issued 250,433 shares (after giving effect to share consolidation effected in November 2023) in connection with an exchange of Public Rights.

Statutory reserve

Horgos, Beijing Glory Star, Beijing Leshare, Shenzhen Leshare, Glary Prosperity, Horgos Technology and Xing Cui Can operate in the PRC, are required to reserve 10% of their net profit after income tax, as determined in accordance with the PRC accounting rules and regulations. Appropriation to the statutory reserve by the Company is based on profit arrived at under PRC accounting standards for business enterprises for each year. The profit arrived at must be set off against any accumulated losses sustained by the Company in prior years, before allocation is made to the statutory reserve. Appropriation to the statutory reserve must be made before distribution of dividends to shareholders. The appropriation is required until the statutory reserve reaches 50% of the registered capital. This statutory reserve is not distributable in the form of cash dividends.

Non-controlling interest

As of June 30, 2024 and December 31, 2023, the Company’s non-controlling interest represented 49% equity interest of Horgos Glary Prosperity.

CHEER HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(In U.S. dollars in thousands, except shareand per share data)

15. PRIVATE PLACEMENT WARRANTS

Simultaneously with the closing of the Initial Public Offering, Symphony Holdings Limited (“Symphony”) purchased an aggregate of 1,180,000 Private Placement Warrants (after giving effect to share consolidation effected in November 2023) at $5.00 per Private Placement Warrant for an aggregate purchase price of $5,900. On August 22, 2018, TKK consummated the sale of an additional 120,000 Private Placement Warrants at a price of $5.00 per Private Placement Warrant, generating gross proceeds of $600. Each Private Placement Warrant is exercisable to purchase one-half of one ordinary share at an exercise price of $115.00 per whole share.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants (i) are not redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or any of its permitted transferees. If the Private Placement Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. In addition, the Private Placement Warrants may not be transferable, assignable or salable until the consummation of a Business Combination, subject to certain limited exceptions.

As of June 30, 2024 and December 31, 2023, the Company had 1,300,000 of private placement warrants outstanding. The warrant liability related to such private placement warrants was remeasured to its fair value at each reporting period. The change in fair value was recognized in the unaudited condensed consolidated statements of income. The change in fair value of the warrant liability was as follows:

	Warrant<br> <br>Liability
Estimated fair value at December 31, 2022	$	86
Change in estimated fair value		(79	)
Estimated fair value at June 30, 2023	$	7
Estimated fair value at December 31, 2023	$	-
Change in estimated fair value		-
Estimated fair value at June 30, 2024	$	-

The fair value of the private warrants was estimated using the binomial option valuation model. The application of the binomial option valuation model requires the use of a number of inputs and significant assumptions including volatility. Significant judgment is required in determining the expected volatility of the common share. Due to the limited history of trading of the Company’s common share, the Company determined expected volatility based on a peer group of publicly traded companies. The following reflects the inputs and assumptions used:

	For the Six Months Ended<br> June 30,

| | 2024 | | | 2023 | | |

| Stock price | $ | 2.6 | | $ | 4.9 | |

| Exercise price | $ | 115.00 | | $ | 115.00 | |

| Risk-free interest rate | | 5.33 | % | | 4.87 | % |

| Expected term (in years) | | 0.62 | | | 1.63 | |

| Expected dividend yield | | - | | | - | |

| Expected volatility | | 94.0 | % | | 97.1 | % |

CHEER HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(In U.S. dollars in thousands, except shareand per share data)

16. SEGMENT INFORMATION

In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision making group, in deciding how to allocate resources and in assessing performance. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different services.

Based on management’s assessment, the Company has determined that it has two operating segments as defined by ASC 280, including Cheers APP internet business and traditional media businesses. Cheers APP Internet Business generates advertising revenue from broadcasting IP short video, live streaming and APP advertising through Cheer APP and service revenue from Cheers E-mall marketplace. Traditional Media Business mainly contributes the advertising revenue from Cheers TV-series, copyright revenue, customized content production revenue and others. The CODM measures the performance of each segment based on metrics of revenues and earnings from operations and uses these results to evaluate the performance of, and to allocate resources to, each of the segments. The Company currently does not allocate assets and share-based compensation for employees to its segments, as the CODM does not use such information to allocate resources to or evaluate the performance of the operating segments. As most of the Company’s long-lived assets are located in the PRC and most of the Company’s revenues are derived from the PRC, no geographical information is presented.

The table below provides a summary of the Company’s operating segment results For the six months ended June 30, 2024 and 2023:

	For the Six Months Ended <br> June 30,
	2024			2023
Net revenues:
Cheers APPs Internet Business	$	61,506		$	61,608
Traditional Media Business		9,549			5,827
Total consolidated net revenues	$	71,055		$	67,435
Operating income:
Cheers APPs Internet Business	$	10,580		$	7,959
Traditional Media Business		1,643			753
Total segment operating income		12,223			8,712
Unallocated item *		(584	)		-
Total consolidated operating income	$	11,639		$	8,712

*	The unallocated item for the six months ended June 30, 2024 and 2023 presents the share-based compensation for employees, which is not allocated to segments.

CHEER HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(In U.S. dollars in thousands, except shareand per share data)

17. COMMITMENTS

Capital expenditure commitments

The Company has commitments for capital expenditures totaling $16,760 as of June 30, 2024. These commitments are primarily related to the acquisition of CheerCar, CheerReal, NFT and a VR platform.

Exhibit 99.2

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

IN CONNECTION WITH THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2024 and JUNE30, 2023

The following discussion and analysis should be read in conjunctionwith our unaudited consolidated financial statements and their related notes that appear elsewhere in this report on Form 6-K and withthe discussion and analysis of our financial condition and results of operations contained in our Annual Report on Form 20-F for the fiscalyear ended December 31, 2023 filed with the Securities and Exchange Commission on March 14, 2023, and as amended on April 18, 2024 (the“2023 Form 20-F”). This discussion may contain forward-looking statements based upon current expectations that involve risksand uncertainties. The information in this report contains forward-looking statements within the meaning of the safe harbor provisionsof the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcementare forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on currentexpectations and projections about future events and financial trends that the Company believes may affect its financial condition, resultsof operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases suchas “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,”“plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similarexpressions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of variousfactors, including those discussed in the 2023 Form 20-F under the section titled “Risk Factors” and in other parts of the2023 Form 20-F. In this report, Cheer Holding, Inc. is referred to as “we,” “us,” “our,” or the “Company.”The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, orchanges in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in theseforward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautionsinvestors that actual results may differ materially from the anticipated results.

Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks set forth below and in the section captioned “Risk Factors” in our 2023 Form 20-F before making an investment decision. If any of the risks actually occur, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

The creation ofour metaverse platform is dependent on our ability to develop an acceptable blockchain.

Our ability to create our metaverse platform is dependent on our ability to develop an accepted and secured blockchain. Failure to develop a secured and reliable blockchain, will adversely affect our ability to create our metaverse platform.

We currently relyon third-party service providers for certain aspects of our operations, and any interruptions in services provided by these third partiesmay impair our ability to support our users and develop platforms.

Our success depends in part on our relationships with other third-party service providers. For example, we rely a third-party blockchain for the operation of our CheerReal platform. If those providers do not perform adequately, our users may experience issues or interruptions with their experiences. If we are unable to obtain necessary technology from third parties, we may be forced to acquire or develop alternate technology, which may require significant time and effort and may be of lower quality or performance standards and increase our operational costs. Our ability to operate our non-fungible tokens (NFT) marketplace is dependent on our ability to utilize an accepted and secured blockchain. If alternate technology cannot be obtained or developed, we may not be able to offer certain functionality as part of our business operations, which could adversely affect our business, financial condition and results of operations. Failure to develop a secured and reliable blockchain, will adversely affect our ability to create a marketplace where our users can trade and purchase NFTs.

In addition, we incorporate artworks and technology from third parties into the NFT marketplace. We cannot be certain that our licensors are not infringing the intellectual property rights of others or that the suppliers and licensors have sufficient rights to the artwork and related technology in all jurisdictions in which we may operate. If we are unable to obtain or maintain such rights because of intellectual property infringement claims brought by third parties against our suppliers and licensors or against us, or if we are unable to continue to utilize third-party technology, third-party artwork, enter into new agreements on commercially reasonable terms, or develop our own technology required, our ability to continue developing our platforms could be severely limited and our business could be harmed.

There can be noassurance that the market for NFTs will be developed and/or sustained, which may materially adversely affect our business operations.

We do not provide a marketplace to the sale of NFT. Our users can trade NFTs that it purchased on CheerReal, but we do not support or promote the selling of NFTs from our users. The market for digital assets, including, without limitation, NFTs, is still nascent. Accordingly, the market for NFTs may not develop, of if a market does develop, such value be maintained. If a market does not develop for NFTs, it may be difficult or impossible for our users to sell their NFTs that it acquired on CheerReal, which may adversely affect our business operations.

A particular digitalasset’s status as a “security” in any relevant jurisdiction is subject to a high degree of uncertainty and dependingupon the activities undertaken by our customers utilizing our products and services, we and our customers may be subject to regulatoryscrutiny, investigations, fines, and other penalties, which may adversely affect our business, operating results, and financial condition.

The Securities and Exchange Commission (“SEC”) and its staff have taken the position that certain digital assets fall within the definition of a “security” under the U.S. federal securities laws. The legal test for determining whether any given digital asset is a security is a highly complex, fact-driven analysis and the outcome is difficult to predict. The SEC generally does not provide advance guidance or confirmation on the status of any particular asset as a security. With respect to various digital assets, there is currently no certainty under the applicable legal test that such assets are not securities, notwithstanding the conclusions we may draw based on our risk-based assessment regarding the likelihood that a particular asset could be deemed a “security” under applicable laws.

The classification of a digital asset as a security under applicable law has wide-ranging implications for the regulatory obligations that flow from the offer, sale and trading of such assets. For example, a digital asset that is a security in the United States may generally only be offered or sold in the United States pursuant to a registration statement filed with the SEC or in an offering that qualifies for an exemption from registration. Persons that effect transactions in assets that are securities in the United States may be subject to registration with the SEC as a “broker” or “dealer.” Platforms that bring together purchasers and sellers to trade digital assets that are securities in the United States are generally subject to registration as national securities exchanges, or must qualify for an exemption, such as by being operated by a registered broker-dealer as an alternative trading system, or ATS, in compliance with rules for ATSs. Persons facilitating clearing and settlement of securities may be subject to registration with the SEC as a clearing agency. Foreign jurisdictions may have similar licensing, registration, and qualification requirements.

If the SEC, foreign regulatory authority, or a court were to determine that a supported digital asset offered, sold, or traded by one of our customers on a platform provided by us is a security, our customer would not be able to offer such asset for trading until it was able to do so in a compliant manner, which would require significant expenditures by the customer. In addition, we or our customer could be subject to judicial or administrative sanctions for failing to offer or sell the digital asset in compliance with the registration requirements, or for acting as a broker, dealer, or national securities exchange without appropriate registration. Such an action could result in injunctions, cease and desist orders, as well as civil monetary penalties, fines, disgorgement, criminal liability, and reputational harm which could negatively impact our business, operating results, and financial condition.

Overview

We provide advertisement and content production services and operate a leading mobile and online advertising, media and entertainment business in China. Major production from us includes short videos, online variety show, online drama, living stream and CHEERS series. We are fast becoming one of the leading contents driven e-commerce platforms in China. We focus on creating original lifestyle content to monetize our advertising and e-commerce platform. We mainly offer and generate revenue from the copyright licensing of self-produced content, advertising and customized content production and CHEERS e-Mall marketplace service, membership fees, and others.

In April 2023, we completed a major upgrade to our self-developed digital collection non-fungible tokens (“NFT”) application, CheerReal. The update is now available on both Android and iOS and comes with improved security, advanced technology, enhanced functionality, and a more user-friendly interface. CheerReal is an initial issuance platform for NFT digital artwork collections and is not a secondary market for the sale and purchase of NFTs. NFT artwork collections available for initial issuance on the CheerReal platform are licensed by thirty-party artists for the initial NFT issuance on CheerReal, or are NFT artworks created by us. Only authorized officials of the CheerReal platform can create an NFT artwork collection; third-party artists and users cannot create any NFT collections on the platform. Upon purchase of an NFT on CheerReal, users obtain an authenticated digital artwork and can exchange them with other users. There is no secondary market for the NFTs and the purchase and sale of NFTs among users is not allowed on CheerReal. In addition, NFTs purchased on CheerReal cannot be transferred outside the platform; however, users will be able to exchange, or gift, NFTs on the platform to other users. CheerReal does not charge an additional fee for exchanges of NFTs among its users.

In July 2023, we launched CHEERS Telepathy, a groundbreaking artificial intelligence (AI) content creation platform that incorporates multimodal functions. Powered by CHEERS AI’s intelligent cloud-based service “Polaris”, CHEERS Telepathy offers a glimpse into the future of art, by providing a stable and reliable AI content creation experience that allows for unprecedented possibilities of art and creativity.

In February 2024, we upgraded CHEERS Telepathy to the new Year of the Dragon Edition. This major iteration brings substantial advancements in model architecture, computing power, and content creation capabilities, with these enhanced features, CHEERS Telepathy aims to set new standards for the realm of generative AI.

In June 2024, we released CHEERS Telepathy 2.0, which features more advanced and complicated algorithms and models, more powerful application capacity, and more comprehensive AI interaction functionalities. This marks a breakthrough in the underlying technology of the platform, and a qualitative leap at the application level, bringing an unprecedented user experience, as well as a richer, more diverse and authentic generation effect.

In 2024, our Beijing subsidiary has been recognized once again as National High-Tech Enterprise, the consecutive recognition serves as a testament to our unwavering commitment to technological innovation, research and development prowess, and industry leadership. This prestigious recognition will expedite the transformation of the Company’s technological advancements into practical solutions, bolstering its overall competitiveness and yielding positive results for its business growth.

On April 6, 2023, the Company sent a notice of termination to the Parent (the “Notice of Termination”), notifying the Parent that the Company proposes to terminate the Merger Agreement pursuant to Section 9.1(b)(ii) of the Merger Agreement due to the Parent and the Merger Sub’s breaches of the Merger Agreement, including, but not limited to, Section 7.2(a). The breaches have resulted in the failure of the conditions set forth in Section 8.3(b) and cannot be cured before the termination date of the Merger Agreement. Pursuant to the Notice of Termination, as a result of such termination, the Parent is obligated to pay $1,055,897 (the “Parent Termination Fee”) to the Company.

On April 7, 2023, the Parent sent a response letter to the Company (the “Response Letter”) that while it disagrees with the allegations made in the Notice of Termination, the Parent acknowledges that the Company has the right to terminate the Merger Agreement pursuant to Section 9.1(h) of the Merger Agreement and thus agrees to pay the Parent Termination Fee pursuant to Section 9.2(b)(iv) of the Merger Agreement on that basis. As a result of the termination of the Merger Agreement, the proposed Going Private Transaction was terminated.

On May 9, 2023, the Company closed private placements with two (2) accredited investors (the “Investors”). The Company issued an aggregate of 2,419,355 ordinary shares (after giving effect to Share Consolidation) of the Company, par value $0.001, at a price per share of $24.80 for gross proceeds of $60,000,000.

On September 5, 2023, the Company closed private placements with two (2) accredited investors (the “Investors”). The Company issued an aggregate of 806,451 ordinary shares (after giving effect to Share Consolidation) of the Company, par value approximately $0.001, at a price per share of $24.80 (after giving effect to share consolidation effected in November 2023) for gross proceeds of $20,000,000.

Share Consolidation

On November 24, 2023, the Company effected a share consolidation at a ratio of one-for-tenth (10) ordinary shares with a par value of $0.0001 each in the Company’s issued and unissued share capital into one ordinary share with a par value of approximately $0.001 (“the Share Consolidation”). Immediately following the Share Consolidation, the authorized share capital of the Company to be $20,200 divided into 20,000,000 ordinary shares of a par value of $0.001 each and 2,000,000 preferred shares of a par value of $0.0001 each.

Key Factors that Affect Operating Results

We believe that our results of operations are significantly affected by the following key factors:

Ability to maintain and grow users and usertime spent on the CHEERS App

Our success depends on our ability to maintain and grow users and user time spent on the CHEERS App. To attract and retain users and compete against our competitors, we must continue to offer high-quality content, especially popular original content that provides our users with a superior online entertainment experience. To this end, we must continue to produce new original content and source new talent and producers in a cost effective manner. Given that we operate in a rapidly evolving industry, we must anticipate user preferences and industry trends and respond to such trends in a timely and effective manner.

Ability to generate creative ideas for original content and supervisecontent origination and production process

We face fierce competition for qualified personnel in a limited pool of high-quality creative talent. To make sure our original content production capabilities would not be materially and adversely impacted, we must be able to compete effectively for highly qualified personnel or attract and retain top talent at reasonable costs. We need to offer popular original content that addresses our users’ tastes and preferences in a cost effective manner so to avoid reduction in user traffic and our business, financial condition.

Ability to obtain adequate capital to meet our capital needs

The operation of an internet video streaming content provider and producer of television shows requires significant and continuous investment in content production or acquisition and video production technology. Producing high-quality original content is costly and time-consuming and typically requires a long period of time in order to realize a return on investment, if at all.

Ability to provide our users with compelling content choices

In addition to our content production for television shows, we have experienced significant user growth for our mobile and on-line video and e-commerce products over the past several years. Our ability to continue to retain users and attract new users will depend in part on our ability to consistently provide our users with compelling content choices, as well as a quality experience for selecting and viewing video content.

Ability to maintain and enhance our brand

We believe that maintaining and enhancing our brand is of significant importance to the success of our business. Our well-recognized brand is critical to increasing our user base and, in turn, expanding our shoppers for our e-commerce platform and attractiveness to advertising customers and content providers. Since the internet video industry is highly competitive, maintaining and enhancing our brand depends largely on our ability to become and remain a market leader in China, which may be difficult and expensive to accomplish.

Segment information

We have two operating segments, namely Cheers APP Internet Business and Traditional Media Businesses. Our Cheers APP Internet Business generates advertising revenue from broadcasting IP short videos, live streaming and APP advertising through our Cheers APP and service revenue from our Cheers E-mall marketplace. Our Traditional Media Business mainly contributes to the advertising revenue from our Cheers TV-series, copyright revenue, customized content production revenue and others. The table below measures the performance of each segment based on metrics of revenues and earnings from operations and uses these results to evaluate the performance of, and to allocate resources to, each of the segments.

	For the Six Months Ended June 30, (In U.S. dollars in thousands)
	2024			2023
Net revenues:
Cheers APPs Internet Business	$	61,506		$	61,608
Traditional Media Business		9,549			5,827
Total consolidated net revenues	$	71,055		$	67,435
Operating income:
Cheers APPs Internet Business	$	10,580		$	7,959
Traditional Media Business		1,643			753
Total segment operating income		12,223			8,712
Unallocated item *		(584	)		-
Total consolidated operating income	$	11,639		$	8,712
*	The<br>unallocated item for the six months ended June 30, 2024 and 2023 presents the share-based compensation for employees, which is not allocated<br>to segments.
---	---

A. Operating Results

The following table summarizes our consolidated results of operations in absolute amount and as a percentage of our total net revenues for the periods indicated. Period-to-period comparisons of historical results of operations should not be relied upon as indicative of future performance. The numbers are expressed in U.S. dollars in thousands, except for percentages.

	For the Six Months Ended June 30,
	In U.S. dollars in thousands
	2024					2023					Change
	US		%			US		%			US		%
Revenues				100.00					100.00					5.37
Operating expenses:
Cost of revenues		)		(26.58	)		)		(25.13	)		)		11.44
Selling and marketing		)		(52.86	)		)		(57.64	)				(3.37	)
General and administrative		)		(2.27	)		)		(3.36	)				(28.91	)
Research and development		)		(1.92	)		)		(0.95	)		)		112.32
Total operating expenses		)		(83.63	)		)		(87.08	)		)		1.18
Income from operations				16.37					12.92					(33.60	)
Total other income, net				0.28					0.19					61.29
Income before income taxes				16.65					13.11					33.99
Income tax benefits (expenses)				0.81			)		(0.05	)				(1,662.16	)
Net income				17.46					13.06					41.12

All values are in US Dollars.

Revenues

For the June 30, 2024 and 2023, we primarily generated revenues from three revenue streams: advertising, copyright licensing, and CHEERS e-Mall market service. For the six months ended June 30, 2024 and 2023, 99.7% and 96.2% of our revenue derived from advertising services.

Our revenues for the six months ended June 30, 2024 were approximately $71.1 million, representing an increase of approximately $3.7 million, or 5.37% from approximately $67.4 million for the six months ended June 30, 2023. The increase in revenues was mainly caused by an increase of approximately $6.0 million in advertising revenues as a result of continuous efforts to expand our customer base through improving our content production quality, partially net off against a decrease of approximately $2.5 million in copyrights revenues as we did not provide copyright licensing services in the first half of 2024.

We expect to further expand our customers base with our efforts to enhance brand recognition and user traffic generation, leading to more exposure and high popularity of our Apps.

Operating expenses

Operating expenses consists of cost of revenues, selling and marketing, general and administrative and research and development expense.

Cost of revenues consists primarily of production cost of TV series, short stream video, live stream and network drama, labor cost and related benefits, payments to various channel owners for broadcast, purchase cost of goods and copyrights and costs associated with the operation of our online game and shopping platform CHEERS App such as bandwidth cost and amortization of intangible assets. Our cost of revenues increased by approximately $2.0 million, or 11.44%, from approximately $16.9 million for the six months ended June 30, 2023 to approximately $18.9 million for the six months ended June 30, 2024. The increase in cost of revenues was attributable to the increase in revenues generated from advertising services. However our gross margin decreased which was primarily due to decrease in the high-margin service of copyright licensing in the first half of 2024. We expect to achieve a further increase in advertising revenues with our continuous investment in advertising business. However, it may take time to make further investments before we generate revenues.

Our sales and marketing expenses primarily consist of salaries and benefits of sales department, user acquisition expense, advertising fee, travelling expense and CHEERS e-Mall marketing expense. Our sales and marketing expenses decreased by approximately $1.3 million, to approximately $37.6 million for the six months ended June 30, 2024 from approximately $38.9 million for the six months ended June 30, 2023. The decrease was mainly due to a decrease in promotion service charge because we reduced cost in marketing and promotion as we believe we have gained reputation among our target customers.

Our general and administrative expenses consist primarily of salaries and benefits for members of our management and bad debt provision expense for accounts receivable and professional service fees. Our general and administrative expenses decreased from approximately $2.3 million for the six months ended June 30, 2023 to approximately $1.6 million for the six months ended June 30, 2024. The decrease in general and administrative expenses was mainly attributable to the decrease approximately $1.1 million in provision against doubtful allowance as we wrote off accounts receivable due from one customer in the first half of 2023, partially net off against an increase of approximately $0.6 million in share-based compensation expenses because we granted restricted shares to one employee in June 2024.

Our research and development expenses consist primarily of salaries and benefits for our research and development department. Research and development expenses for the six months ended June 30, 2024 and 2023 were approximately $1.4 million and approximately $0.6 million, respectively. Such increase was primarily due to the continued investment in the IT infrastructure, user-friendliness upgrades, and continual implementation on content driven strategies.

Income tax benefits (expense)

Income tax benefits for the six months ended June 30, 2024 were approximately $0.6 million because we recognized deferred tax benefits arising from allowance of prepayments. Income tax expenses for the six months ended June 30, 2023 were US$0.04 million because we reversed certain deferred tax assets arising from allowance for doubtful receivables as a result of writing off these receivables from our customers.

Net Income

As a result of the foregoing, we had reported a net income of US$12.4 million and US$8.8 million, respectively, for the six months ended June 30, 2024 and 2023.

B. Liquidity and Capital Resources

As of June 30, 2024 and December 31, 2023, our principal sources of liquidity were cash and cash equivalents of approximately $186.1 million and $194.2 million, respectively. Working capital as of June 30, 2024 was approximately $268.5 million. We believe that our current cash and cash equivalents and our anticipated cash flows from operations will be sufficient to meet our anticipated working capital requirements and capital expenditures for the next 12 months. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that might restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Substantially all of our cash and cash equivalents as of June 30, 2024 were held in China, of which all are denominated in Renminbi (RMB). In addition, we are a holding company with no material operations of our own. We conduct our operations primarily through our subsidiaries and VIEs in China. As a result, our ability to pay dividends, if any, depends upon dividends paid by our wholly-owned subsidiaries. We do not anticipate to pay any dividends in the future as any net income earned will be reinvested in the Company. In addition, our WFOE is permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, our WFOE and each of its consolidated entities is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by the SAFE. We currently plan to reinvest all earnings from our WFOE to business development and do not plan to request dividend distributions from the WFOE.

If we experience an adverse operating environment or incurred anticipated capital expenditure requirement, or if we accelerate our growth, then additional financing may be required. No assurance can be given, however, that the additional financing, if required, would be on favorable terms or available at all. Such financing may include the use of additional debt or the sale or additional securities. Any financing, which involves the sale of equity securities or instruments that are convertible into equity securities, could result in immediate and possibly significant dilutions to our existing shareholders.

Cash Flows

The following table summarizes our cash flows for the years indicated. The numbers are expressed in U.S. dollars in thousands, except for percentages.

	For the Six Months Ended June 30,<br> <br>(In U.S. dollars in thousands)
	2024			2023
Net cash (used in) provided by operating activities	$	(6,741	)	$	27,179
Net cash used in investing activities		-			(62	)
Net cash provided by financing activities		2,972			60,009
Effect of exchange rate changes		(4,376	)		(5,167	)
Net (decrease) increase in cash and cash equivalents		(8,145	)		81,959
Cash and cash equivalents, at beginning of period		194,525			70,482
Cash and cash equivalents, at end of period	$	186,380		$	152,441

We primarily fund our operations from our net revenues, bank loans and equity financing through private placements. During the six months ended June 30, 2024, our account receivables decreased by approximately $1.4 million. We intend to continue focusing on timelier collections of account receivable which should enhance our cash flows. We anticipate that the major capital expenditure in the near future is for the further enhancement of our CHEERS App. For the six months ended June 30, 2024, our prepayments and other current assets increased by approximately $16.6 million, which was primarily caused by changes in prepayments to our vendors for customer acquisition.

To enhance its proposed growth, we anticipate raising capital through the issuance of equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that might restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Operating Activities

Net cash used in operating activities was approximately $6.7 million for the six months ended June 30, 2024, derived mainly from (i) net income of approximately $12.4 million for the six months ended June 30, 2024 adjusted for depreciation and amortization expenses of approximately $1.7 million and deferred tax benefits of approximately $0.6 million, and (ii) net changes in our operating assets and liabilities, principally comprising of an increase of approximately $17.8 million in prepayments to our vendors because we increased our purchase of content production which required of repayments, a decrease of approximately $6.9 million in accounts payables as we improved our payment process, and an increase of approximately $4.4 million in other tax payable with increase in revenues.

Net cash provided by operating activities was approximately $27.2 million for the six months ended June 30, 2023, derived mainly from (i) net income of approximately $8.8 million for the six months ended June 30, 2023 adjusted for depreciation and amortization expenses of approximately $1.6 million, and (ii) net changes in our operating assets and liabilities, principally comprising of a decrease of approximately $28.5 million in accounts receivable because we improvement our collections from customers, and an increase of approximately $3.5 million in prepayments to our vendors because we increased our purchase of content production which required of repayments.

Investing Activities

For the six months ended June 30, 2024, we did not report cash provided by or used in investing activities. Net cash used in investing activities was approximately $0.06 million for the six months ended June 30, 2023, which was primarily derived from the loans of approximately $0.06 million to a third party.

Financing Activities

Net cash provided by financing activities was approximately $3.0 million for the six months ended June 30, 2024, which was primarily derived from proceeds of approximately $7.1 million from bank borrowings, borrowings of approximately $0.2 million from a related party, partially net off by a repayment of bank borrowings of approximately $4.2 million.

Net cash provided by financing activities was US$60.0 million for the six months ended June 30, 2023, which was primarily derived from proceeds of US$60 million raised from the private placement closed in May 2023, proceeds of US$2.6 million from bank borrowings, borrowings of US$1.0 million from a related party, partially net off by a repayment of bank borrowings of US$4.0 million.

Please refer to “Notes to Unaudited Condensed Consolidated Financial Statements—Note 9. Bank Loans” for the details of loan terms and interest rates.

Off-Balance SheetArrangements.

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our unaudited condensed consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interests in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

Capital Expenditures

Our capital expenditures were $nil and $4 for the six months ended June 30, 2024 and 2023, respectively. In these periods, our capital expenditures were mainly used to purchase property, equipment and intangible assets. We will continue to make capital expenditures to meet the expected growth of our business.

C. Research and development

We have a team of experienced engineers who are primarily based at our headquarters in Beijing. We compete aggressively for engineering talent and work closely with top IT firms through outsourcing to address challenges such as AI recommended search engine, block chain scoring e-mall, network games battle platform, data warehouse, social networking E-commence V3.0, video media warehouse. For the six months ended June 30, 2024 and 2023, our research and development expenditures were approximately $1.4 million and approximately $0.6 million, respectively. In addition, intangible asset was approximately $18.2 million and $20.3 million as of June 30, 2024 and December 31, 2023, respectively. The increase in intangible assets was a result of the capitalization of research and development expenditures. We plan to continue investing in and improving our CHEERS App to further increase user friendliness, functionality and efficiency.

D. Trend information

See “A. Operating Results” of this Operating And Financial Review And Prospects and “Item 3.D. Key Information—Risk Factors” of 2023 Form 20-F.

E. Critical Accounting Estimates

We prepare our financial statements in accordance with U.S. GAAP, which requires our management to make judgments, estimates and assumptions. We continually evaluate these judgments, estimates and assumptions based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and various assumptions that we believe to be reasonable, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing our financial statements. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements. You should read the following description of critical accounting policies, judgments and estimates in conjunction with our unaudited condensed consolidated financial statements and other disclosures included in this report.

A list of critical accounting policies, judgements and estimates that are relevant to us is included in note 2 of our unaudited condensed consolidated financial statements included elsewhere in this report.

Recently issued accounting pronouncements

A list of recently issued accounting pronouncements that are relevant to us is included in note 2 of our unaudited condensed consolidated financial statements included elsewhere in this report.

Statement Regarding Unaudited FinancialInformation

The unaudited financial information set forth above is subject to adjustments that may be identified when audit work is performed on the Company’s year-end financial statements, which could result in significant differences from this unaudited financial information.

Exhibit 99.3

CheerHolding Reports 2024 Half Year Results

BEIJING, July 31, 2024 (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 its financial results for the six months ended June 30, 2024.

OperatingHighlights

Total Downloads of CHEERS Apps was approximately 510 million as of June 30, 2024, representing a growth of 17.1% from June 30, 2023. Specifically:

CHEERSVideo

●	Accumulated<br> downloads of CHEERS Video grew by 10.8% YoY to approximately 430 million as of June 30, 2024.
●	Monthly<br> Active Users of CHEERS Video increased by 2.5% YoY to approximately 51.1 million.
---	---
●	Daily<br> Time Spent on CHEERS Video was approximately 55 minutes.
---	---

CHEERSe-Mall

●	Accumulated<br> downloads of CHEERS e-Mall grew by 34.2% YoY to 60.7 million as of June 30, 2024.
●	Monthly<br> Active Users of CHEERS e-Mall increased by 49.9% YoY to approximately 6.9 million.
---	---
●	Repurchase<br> Rate on CHEERS e-Mall was 38.9%.
---	---

CheerReal

●	Accumulated<br> downloads of CheerReal surged by 234.8% YoY to approximately 14.5 million as of June 30,<br> 2024.
●	Monthly<br> Active Users of CheerReal increased by 14.7% YoY to approximately 1.4 million.
---	---
●	Number<br> of Digital Art Collections listed on CheerReal raised by 237% to 1,180 units.
---	---

CHEERSTelepathy

●	Accumulated<br> downloads of CHEERS Telepathy was approximately 11.3 million as of June 30, 2024.
●	Monthly<br> Active Users of CHEERS Telepathy was approximately 900 thousand.
---	---
●	Monthly<br> Visits were approximately 3.4 million.
---	---

CHEERSOpen Data

●	Total<br> API calls was 58 million as of June 30, 2024.
●	Daily<br> API calls was more than 320 thousand.
---	---

FinancialHighlights

●	Revenues<br> for the first half 2024 reached approximately $71.1 million.
●	Net<br> income reached $12.4 million.
---	---

SelectedFinancial Results

Revenues

Our revenues for the six months ended June 30, 2024 were approximately $71.1 million, representing an increase of approximately $3.6 million, or 5.37% from approximately $67.4 million for the six months ended June 30, 2023.

The increase was mainly caused by an increase of approximately $6.0 million in advertising revenues as a result of continuous efforts to expand our customer base, partially net off against a decrease of approximately $2.5 million in copyrights revenues as we did not provide copyright licensing services in the first half of 2024.

We expect to further expand our customers base with our efforts to enhance brand recognition and user traffic generation, leading to more exposure and high popularity of our Apps.

Operatingexpenses

Operating expenses consists of cost of revenues, selling and marketing, general and administrative and research and development expense.

●	Cost<br> of revenues increased by 11.44% during the first half of 2024, driven by the increase in advertising<br> revenues, despite a decrease in high-margin copyright licensing that reduced gross margin.
●	Sales<br> and marketing expenses decreased by approximately $1.3 million, to approximately $37.6 million<br> for the six months ended June 30, 2024. The decrease was mainly due to a decrease in promotion<br> service charge, because the Company reduced cost in marketing and promotion as we believe<br> we have gained reputation among our target customers.
---	---
●	General<br> and administrative expenses decreased to approximately $1.6 million for the six months ended June 30, 2024. The decrease in general<br> and administrative expenses was mainly attributable to a decrease of approximately $1.1 million in provision against doubtful<br> allowance, which was partially offset by an increase of $0.6 million in share-based compensation granted to one<br> employee.
---	---
●	Research<br> and development expenses for the six months ended June 30, 2024 and 2023 were approximately<br> $1.4 million and approximately $0.6 million, respectively, as the Company continued investing<br> in IT infrastructure, user experience, and content strategies.
---	---

NetIncome

As a result of the foregoing, the Company reported a net income of $12.4 million and $8.8 million, respectively, for the six months ended June 30, 2024 and 2023.

Cash,cash equivalents and working capital

As of June 30, 2024 and December 31, 2023, the Company’s principal sources of liquidity were cash and cash equivalents of approximately $186.1 million and $194.2 million, respectively. Working capital as of June 30, 2024 was approximately $268.5 million.

AboutCheer 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 AI-powered content creation platform CHEERS Telepathy, CHEERS Lifestyle, CHEERS e-Mall, Yaoshi TTX, CheerReal, CHEERS Open Data Platform, CheerCar, CheerChat, CHEERS Fresh Group-Buying E-commerce Platform, Polaris Intelligent Cloud, Digital Innovation Research Institute, AI-animated short drama series, CHEERS video matrix, IP short video matrix, variety show series, CHEERS 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.

For more information, please visit http://ir.gsmg.co/.

SafeHarbor 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 are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, are: the ability to manage growth; ability to identify and integrate other future acquisitions; ability to obtain additional financing in the future to fund capital expenditures; fluctuations in general economic and business conditions; costs or other factors adversely affecting our profitability; litigation involving patents, intellectual property, and other matters; potential changes in the legislative and regulatory environment; a pandemic or epidemic; the occurrence of any event, change or other circumstances that could affect the Company’s ability to continue successful development and launch of its metaverse experience centers; the possibility that the Company may not succeed in developing its new lines of businesses due to, among other things, changes in the business environment and technological developments, competition, changes in regulation, or other economic and policy factors; disruptions or other business interruptions that may affect the operations of our products and services, the possibility that the Company’s new lines of business may be adversely affected by other economic, business, and/or competitive factors; other factors, 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 22, 2023, as amended. 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.

Forinvestor and media inquiries, please contact:

Wealth Financial Services LLC

Connie Kang, Partner

Email: ckang@wealthfsllc.com

Tel: +86 1381 185 7742 (CN)

CHEERHOLDING, INC.

UNAUDITEDCONDENSED CONSOLIDATED BALANCE SHEETS

(InU.S. dollars in thousands, except share and per share data)

	June 30,<br> <br>2024			December 31,<br> <br>2023
Assets
Current assets:
Cash and cash equivalents	$	186,089		$	194,227
Restricted cash		291			298
Accounts receivable, net		79,818			81,170
Prepayment and other current assets		47,803			31,179
Total current assets		314,001			306,874
Property, plant and equipment, net		53			85
Intangible assets, net		18,176			20,255
Deferred tax assets		601			41
Unamortized produced content, net		16			-
Right-of-use assets		394			377
Total non-current assets		19,240			20,758
TOTAL ASSETS	$	333,241		$	327,632
Liabilities and Equity
Current liabilities:
Short-term bank loans	$	6,880		$	4,216
Accounts payable		2,671			9,599
Contract liabilities		126			130
Accrued liabilities and other payables		3,881			3,764
Other taxes payable		31,774			28,178
Lease liabilities current		144			330
Total current liabilities		45,476			46,217
Long-term bank loan		1,376			1,408
Lease liabilities non-current		241			-
Total non-current liabilities		1,617			1,408
TOTAL LIABILITIES	$	47,093		$	47,625
Equity
Ordinary shares (par value of $0.001 per share; 200,000,000 shares authorized as of June 30, 2024 and December 31, 2023; 10,301,921 and 10,070,012 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively)	$	10		$	10
Additional paid-in capital		106,795			106,215
Statutory reserve		1,411			1,411
Retained earnings		193,578			181,162
Accumulated other comprehensive loss		(15,723	)		(8,869	)
TOTAL CHEER HOLDING, INC SHAREHOLDERS’ EQUITY		286,071			279,929
Non-controlling interest		77			78
TOTAL EQUITY		286,148			280,007
TOTAL LIABILITIES AND EQUITY	$	333,241		$	327,632

CHEERHOLDING, INC.

UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF INCOME AND

COMPREHENSIVEINCOME (LOSS)

(InU.S. dollars in thousands, except share and per share data)

	For the Six Months Ended<br> June 30,
	2024			2023
Revenues	$	71,055		$	67,435
Operating expenses:
Cost of revenues		(18,885	)		(16,946	)
Selling and marketing		(37,559	)		(38,870	)
General and administrative		(1,611	)		(2,266	)
Research and development		(1,361	)		(641	)
Total operating expenses		(59,416	)		(58,723	)
Income from operations		11,639			8,712
Other income (expenses):
Interest income, net		223			32
Change in fair value of warrant liability		-			79
Other (expense) income, net		(23	)		13
Total other income		200			124
Income before income tax		11,839			8,836
Income tax benefits (expenses)		578			(37	)
Net income		12,417			8,799
Less: net gain attributable to non-controlling interest		1			52
Net income attributable to Cheer Holding. Inc’s shareholders	$	12,416		$	8,747
Other comprehensive loss
Unrealized foreign currency translation loss		(6,856	)		(8,907	)
Comprehensive income (loss)		5,561			(108	)
Less: comprehensive loss attributable to non-controlling interests		(1	)		-
Comprehensive income (loss) attributable to Cheer Holding. Inc’s shareholders	$	5,562		$	(108	)
Earnings per ordinary share
Basic and Diluted	$	1.23		$	1.17
Weighted average shares used in calculating earnings per ordinary share
Basic and Diluted		10,058,846			7,507,504

CHEERHOLDING, INC.

UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(InU.S. dollars in thousands)

	For the Six Months Ended<br> June 30,
	2024			2023
Net cash (used in) provided by operating activities		(6,741	)		27,179
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment		-			(4	)
Loans made to a third party		-			(58	)
Net cash used in investing activities		-			(62	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of ordinary shares in connection with a private placement		-			60,000
Proceeds from bank loans		7,071			2,598
Repayments of bank loans		(4,242	)		(4,041	)
Payment of loan origination fees		(58	)		(11	)
Borrowings from a related party		205			1,000
Contribution from shareholders		-			463
Withdrawal of contribution from shareholder		(4	)		-
Net cash provided by financing activities		2,972			60,009
Effect of exchange rate changes		(4,376	)		(5,167	)
Net (decrease) increase in cash and cash equivalents		(8,145	)		81,959
Cash and cash equivalents, at beginning of period		194,525			70,482
Cash and cash equivalents, at end of period	$	186,380			152,441
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interests paid	$	199		$	77
Lease liabilities arising from obtaining right-of-use assets	$	466		$	202
Change in fair value of warrant liabilities	$	-		$	(79	)

RECONCILIATIONOF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS

	June 30,<br> <br>2024		December 31,<br> <br>2023
Cash and cash equivalents	$	186,089	$	194,227
Restricted cash		291		298
	$	186,380	$	194,525