6-K
Cheer Holding, Inc. (CHR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2025
Commission File Number: 001-38631
CHEER HOLDING, INC.
19F, Block B, Xinhua Technology Building,
No. 8 Tuofangying South Road,
Jiuxianqiao, Chaoyang District, Beijing, China100016
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
EXHIBIT INDEX
| Exhibit No. | Description of Document |
|---|---|
| 99.1 | Press Release – Cheer Holding Reports Full Year 2024 Financial Results – March 10, 2025 |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Cheer Holding, Inc. | ||
|---|---|---|
| By: | /s/ Bing Zhang | |
| Bing Zhang | ||
| Chief Executive Officer | ||
| Dated: March 10, 2025 |
2
Exhibit 99.1
CheerHolding Reports Full Year 2024 Financial Results
BEIJING, March 10, 2025 (GLOBE NEWSWIRE) -- Cheer Holding, Inc. (NASDAQ: CHR) (“Cheer Holding,” or the “Company”), a leading provider of advanced mobile internet infrastructure and platform services, today announced its financial results for the full year ended December 31, 2024.
Operating Highlights For The Year Ended December 31, 2024
Total downloads of CHEERS Apps were approximately 523.3 million as of December 31, 2024, representing a growth of 10.4% from December 31, 2023. Specifically:
CHEERSVideo
| ● | Accumulated<br> downloads of CHEERS Video grew by 6.3% YoY to approximately 436 million as of December 31,<br> 2024. |
|---|---|
| ● | Monthly<br> Active Users of CHEERS Video increased by 4.4% to approximately 52.3 million. |
| --- | --- |
| ● | Daily<br> Time Spent for using CHEERS Video during 2024 was approximately 60 minutes. |
| --- | --- |
CHEERSe-Mall
| ● | Accumulated<br> downloads of CHEERS e-Mall grew by 13.5% YoY to approximately 60.7 million as of December<br> 31, 2024. |
|---|---|
| ● | Monthly<br> Active Users of the CHEERS e-Mall increased by 6.2% YoY to approximately 6.9 million. |
| --- | --- |
| ● | Repurchase<br> Rate on CHEERS e-Mall for the 360 days period during 2024 was 39.7%. |
| --- | --- |
CheerReal
| ● | Accumulated<br> downloads of CheerReal grew by 57.6% YoY to approximately 14.5 million as of December 31,<br> 2024. |
|---|---|
| ● | Monthly<br> Active Users of CheerReal increased by 7.7% to approximately 1.4 million. |
| --- | --- |
| ● | Digital<br> Art Collections listed on CheerReal during 2024 were 25,856 units. |
| --- | --- |
CHEERSTelepathy
| ● | Accumulated<br> downloads of CHEERS Telepathy grew by 830.8% YoY to approximately 12.1 million as of December<br> 31, 2024. |
|---|---|
| ● | Monthly<br> Active Users of CHEERS Telepathy platform increased by 733.3% to approximately 2.5 million. |
| --- | --- |
| ● | Average Monthly Visits during 2024 were<br> approximately 3.4 million. |
| --- | --- |
FinancialHighlights For The Year Ended December 31, 2024
| ● | Revenues<br> reached $147.2 million. |
|---|---|
| ● | Net<br> Income reached $26 million. |
| --- | --- |
| ● | Net<br> cash provided by operating activities was approximately $22.9 million. |
| --- | --- |
SelectedFinancial Results
Revenues
Our revenues were about $147.2 million for the year ending December 31, 2024, down approximately $5.1 million or 3.37% from $152.3 million in 2023. This decline was primarily driven by a $4.8 million drop in advertising revenue, as customers reduced their advertising orders in response to cost-saving measures amid a challenging macroeconomic environment.
Operatingexpenses
Operating expenses consists of cost of revenues, selling and marketing, general and administrative and research and development expense.
| － | Our<br> cost of revenues decreased slightly by about $0.1 million or 0.41%, from approximately $39.5<br> million in 2023 to approximately $39.4 million in 2024, aligning with revenue trends. However,<br> our gross margin fell due to reduced service fees charged to advertising customers. We anticipate<br> increased advertising revenues from continuous investments in advertising business, though<br> it may take time to see results. |
|---|---|
| － | Sales<br> and marketing expenses mainly include salaries and benefits for the sales team, user acquisition<br> costs, advertising fees, travel expenses, and CHEERS e-Mall marketing costs. These expenses<br> fell by about $0.9 million, from approximately $76.2 million in 2023 to around $75.3 million<br> in 2024. This decrease was primarily due to the depreciation of the RMB, which reduced the<br> USD value of revenues when converted. Excluding foreign exchange effects, these expenses<br> rose by about 0.41%. |
| --- | --- |
| － | General<br> and administrative expenses, consisting primarily of salaries and benefits of our management<br> and bad debt provision expense for accounts receivable and professional service fees, decreased<br> by approximately $2.2 million to around $3.5 million in 2024, from approximately $5.7 million<br> in 2023. The change was mainly due to provision of expected credit losses against accounts<br> receivable of approximately $2.1 million in the year 2023, while the Company reversed the<br> provision in 2024. |
| --- | --- |
| － | Research<br> and development expenses rose significantly from $1.6 million in 2023 to approximately $3.4<br> million in 2024, driven by continued investment in IT infrastructure, user-friendliness upgrades,<br> and continual implementation on content driven strategies. |
| --- | --- |
2
Netincome
As a result of the foregoing, we had a net income of approximately $26.0 million in the year ended December 31, 2024, as compared to a net income of approximately $30.5 million in the year ended December 31, 2023.
Cash,cash equivalents and working capital
As of December 31, 2024 and 2023, our principal sources of liquidity were cash and cash equivalents of approximately $197.7 million and $194.2 million, respectively. Working capital at December 31, 2024 was approximately $265.7 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 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 Polaris Intelligent Cloud, CHEERS Telepathy, CHEERS Open Data Platform, CHEERS Video, CHEERS e-Mall, CheerReal, CheerCar, CheerChat, CHEERS Fresh Group-Buying E-commerce Platform, Digital Innovation Research Institute, CHEERS Livestreaming, variety show series, IP short video matrix, 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 ecosystem, the Company is committed to consolidating and strengthening its core competitiveness, and achieving long-term sustainable and scalable growth.
For more information, please visit http://ir.gsmg.co/.
3
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, AI initiatives and technology infrastructure; 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 10, 2025. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Such information speaks only as of the date of this release.
Forinvestor and media inquiries, please contact:
Wealth Financial Services LLC
Connie Kang, Partner
Email: ckang@wealthfsllc.com
Tel: +86 1381 185 7742 (CN)
4
CHEERHOLDING, INC.
CONSOLIDATEDBALANCE SHEETS
(InU.S. dollars in thousands, except share and per share data)
| December 31,<br> <br>2023 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 197,660 | $ | 194,227 | ||
| Restricted cash | - | 298 | |||
| Accounts receivable, net | 77,074 | 81,170 | |||
| Prepayment and other current assets, net | 30,834 | 31,179 | |||
| Total current assets | 305,568 | 306,874 | |||
| Property, plant and equipment, net | 33 | 85 | |||
| Intangible assets, net | 40,531 | 20,255 | |||
| Deferred tax assets | 72 | 41 | |||
| Unamortized produced content, net | 16 | - | |||
| Right-of-use assets | 371 | 377 | |||
| Total non-current assets | 41,023 | 20,758 | |||
| TOTAL ASSETS | 346,591 | $ | 327,632 | ||
| Liabilities and Shareholders’Equity | |||||
| Current liabilities: | |||||
| Short-term bank loans | 9,590 | $ | 4,216 | ||
| Accounts payable | 2,039 | 9,599 | |||
| Contract liabilities | 27 | 130 | |||
| Accrued liabilities and other payables | 1,941 | 3,764 | |||
| Due to related parties | 1,100 | - | |||
| Other taxes payable | 25,095 | 28,178 | |||
| Lease liabilities current | 109 | 330 | |||
| Total current liabilities | 39,901 | 46,217 | |||
| Long-term bank loan | 1,370 | 1,408 | |||
| Lease liabilities non-current | 250 | - | |||
| Total non-current liabilities | 1,620 | 1,408 | |||
| TOTAL LIABILITIES | 41,521 | $ | 47,625 | ||
| Shareholders’ Equity | |||||
| Preferred shares (par value of 0.0001 per share; 2,000,000 shares authorized as of December 31, 2024 and 2023; nil and nil shares issued and outstanding as of December 31, 2024 and 2023, respectively) | - | $ | - | ||
| Class A Ordinary shares (par value of 0.001 per share; 200,000,000 shares authorized as of December 31, 2024 and 2023; 10,285,568 and 10,070,012 shares issued and outstanding as of December 31, 2024 and 2023, respectively)* | 10 | 10 | |||
| Class B Ordinary shares (par value of 0.001 per share; 500,000 shares and nil shares authorized as of December 31, 2024 and 2023; 500,000 and nil shares issued and outstanding as of December 31, 2024 and 2023, respectively) | - | - | |||
| Additional paid-in capital | 113,485 | 106,215 | |||
| Statutory reserve | 1,411 | 1,411 | |||
| Retained earnings | 207,128 | 181,162 | |||
| Accumulated other comprehensive loss | (17,041 | ) | (8,869 | ) | |
| TOTAL CHEER HOLDING, INC SHAREHOLDERS’ EQUITY | 304,993 | 279,929 | |||
| Non-controlling interest | 77 | 78 | |||
| TOTAL SHAREHOLDERS’ EQUITY | 305,070 | 280,007 | |||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 346,591 | $ | 327,632 |
All values are in US Dollars.
5
CHEERHOLDING, INC.
CONSOLIDATEDSTATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(InU.S. dollars in thousands, except share and per share data)
| For the Years Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||
| Revenues | $ | 147,196 | $ | 152,327 | $ | 157,079 | |||
| Operating expenses: | |||||||||
| Cost of revenues | (39,388 | ) | (39,549 | ) | (40,580 | ) | |||
| Selling and marketing | (75,289 | ) | (76,200 | ) | (82,534 | ) | |||
| General and administrative | (3,499 | ) | (5,658 | ) | (5,908 | ) | |||
| Research and development | (3,428 | ) | (1,635 | ) | (1,331 | ) | |||
| Total operating expenses | (121,604 | ) | (123,042 | ) | (130,353 | ) | |||
| Income from operations | 25,592 | 29,285 | 26,726 | ||||||
| Other income (expenses): | |||||||||
| Interest income (expense), net | 262 | 3 | (93 | ) | |||||
| Change in fair value of warrant liability | - | 86 | (62 | ) | |||||
| Other income, net | 80 | 1,215 | 282 | ||||||
| Total other income | 342 | 1,304 | 127 | ||||||
| Income before income tax | 25,934 | 30,589 | 26,853 | ||||||
| Income tax benefit (expense) | 34 | (61 | ) | (413 | ) | ||||
| Net income | 25,968 | 30,528 | 26,440 | ||||||
| Less: net gain (loss) attributable to non-controlling interest | 2 | 51 | (450 | ) | |||||
| Net income attributable to Cheer Holding, Inc.’s shareholders | $ | 25,966 | $ | 30,477 | $ | 26,890 | |||
| Other comprehensive loss | |||||||||
| Unrealized foreign currency translation loss | (8,175 | ) | (2,233 | ) | (13,357 | ) | |||
| Comprehensive income | 17,793 | 28,295 | 13,083 | ||||||
| Less: comprehensive (loss) gain attributable to non-controlling interests | (1 | ) | 3 | (478 | ) | ||||
| Comprehensive income attributable to Cheer Holding, Inc.’s shareholders | $ | 17,794 | $ | 28,292 | $ | 13,561 | |||
| Earnings per ordinary share | |||||||||
| Basic and dilutive | $ | 2.51 | $ | 3.53 | $ | 3.95 | |||
| Weighted average shares used in calculating earnings per ordinary share | |||||||||
| Basic and dilutive | 10,327,198 | 8,637,504 | 6,812,387 |
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CHEERHOLDING, INC.
CONSOLIDATEDSTATEMENTS OF CASH FLOWS
(InU.S. dollars in thousands)
| For the Years Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||
| Net income | $ | 25,968 | $ | 30,528 | $ | 26,440 | |||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||
| (Reversal of provision) provision for doubtful accounts | (20 | ) | 2,096 | 440 | |||||
| Provision for unamortized produced content | - | 112 | 770 | ||||||
| Depreciation and amortization | 3,781 | 3,385 | 2,884 | ||||||
| Amortization of right-of-use assets | 41 | 394 | 454 | ||||||
| Loss from early termination of right-of-use assets | 15 | - | - | ||||||
| Deferred income tax (benefits) expense | (33 | ) | 63 | (53 | ) | ||||
| Share based compensation for employees | 1,745 | - | - | ||||||
| Share based compensation for non-employees | - | - | 391 | ||||||
| Written off of property and equipment | 2 | 2 | - | ||||||
| Amortization of loan origination fees | 10 | 16 | 76 | ||||||
| Change in fair value of warrant liability | - | (86 | ) | 62 | |||||
| Income from waive of other payables | (156 | ) | - | - | |||||
| Changes in assets and liabilities | |||||||||
| Accounts receivable | 1,924 | 15,205 | (42,105 | ) | |||||
| Prepayment and other current assets | (514 | ) | (22,270 | ) | 16,872 | ||||
| Unamortized produced content | (16 | ) | 682 | 170 | |||||
| Accounts payable | (7,402 | ) | 3,325 | (5,576 | ) | ||||
| Contract liabilities | (101 | ) | (14 | ) | (356 | ) | |||
| Accrued liabilities and other payables | - | (370 | ) | 565 | |||||
| Other taxes payable | (2,347 | ) | 9,477 | 7,346 | |||||
| Lease liabilities | (22 | ) | (371 | ) | (641 | ) | |||
| Net cash provided by operating activities | 22,875 | 42,174 | 7,739 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||
| Purchase of property, plant and equipment | (1 | ) | (3 | ) | (25 | ) | |||
| Purchase of intangible assets | (24,861 | ) | - | - | |||||
| Prepayments for acquisition of intangible assets | - | - | (7,964 | ) | |||||
| Net cash used in investing activities | (24,862 | ) | (3 | ) | (7,989 | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||
| Proceeds from short-term bank loans | 12,507 | 4,660 | 6,096 | ||||||
| Repayments of short-term bank loans | (6,949 | ) | (4,802 | ) | (6,244 | ) | |||
| Proceeds from long-term bank loans | - | 1,412 | - | ||||||
| Payment of loan origination fees | (32 | ) | (58 | ) | (87 | ) | |||
| Contribution (withdrawal of) from shareholders | 5,525 | (791 | ) | 743 | |||||
| Borrowings from related parties | - | 1,600 | - | ||||||
| Repayments to related parties | (500 | ) | - | - | |||||
| Proceeds from issuance of ordinary shares in connection with a private placement | - | 80,000 | - | ||||||
| Net cash provided by financing activities | 10,551 | 82,021 | 508 | ||||||
| Effect of exchange rate changes | (5,429 | ) | (149 | ) | (7,078 | ) | |||
| Net increase (decrease) in cash and cash equivalents | 3,135 | 124,043 | (6,820 | ) | |||||
| Cash, cash equivalents and restricted cash, at beginning of year | 194,525 | 70,482 | 77,302 | ||||||
| Cash, cash equivalents and restricted cash, at end of year | $ | 197,660 | $ | 194,525 | $ | 70,482 | |||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||||||
| Interests paid | $ | 325 | $ | 271 | $ | 247 | |||
| Income tax paid | $ | - | $ | - | $ | - | |||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH FLOW INFORMATION: | |||||||||
| Acquisition of intangible assets from prepayments | $ | 4,464 | $ | 4,464 | $ | - | |||
| Right-of-use assets obtained in exchange for operating lease liabilities | $ | 385 | $ | - | $ | - |
7