Registration No. 333-289372 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM F-1 REGISTRATION STATEMENT UNDER As filed with the Securities and Exchange Commission on September 3, 2025 THE SECURITIES ACT OF 1933 Cheer Holding, Inc. (Exact name of registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) Cayman Islands 7374 Not Applicable (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard ...

As filed with the Securities and Exchange Commission on September 3, 2025 Registration No. 333-289372 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cheer Holding, Inc. (Exact name of registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) Cayman Islands 7374 Not Applicable (State or Other Jurisdiction of Incorporation or Organization) | John P. Yung Esq ...

Metaverse Growth - Metaverse tokens are gaining traction [1] - Industry is positioning for Metaverse growth this quarter [1]

Listing Announcement - BitMart 上线 Somnia (SOMI) [1] - BitMart 宣布首次上线 Somnia (SOMI) [1] Project Overview - Somnia 是一个 L1 区块链和一组全链协议，连接元宇宙，实现一个新的、开放的和统一的虚拟社会 [1] - Somnia 为建设者创造内容开辟了无限的可能性 [1]

Listing Announcement - BitMart announces the primary listing of Somnia (SOMI) [1] - Trading pair will be SOMI/USDT [2] - Trading is scheduled to begin on September 2, 2025, at 14:30 PM UTC [2] Project Overview - Somnia is an L1 blockchain and a set of omnichain protocols connecting metaverses [1] - Somnia aims to enable a new, open, and unified virtual society [1] - Somnia allows for the creation of portable and remixable content by upgrading existing NFTs [1] - Somnia was developed by the Virtual Society Foundation (VSF), initiated by MSquared and Improbable [1]

Core Viewpoint - Roblox has experienced significant stock growth of over 180% in the past year, driven by increased user engagement and popular games, but faces challenges from ongoing losses and a lawsuit that could impact investor sentiment [1][2]. Company Overview - Roblox is a gaming platform that allows users to create and play games, with a user base that has shifted to include 64% of daily active users aged 13 and over [4]. - The platform's daily active users (DAUs) reached nearly 112 million in Q2 2025, marking a 41% increase year-over-year, which has likely boosted sales of its virtual currency, Robux [5]. Financial Performance - In the first half of 2025, Roblox generated revenue of just over $2.1 billion, a 25% increase compared to the same period last year, while limiting expense growth to 20% [8]. - Despite revenue growth, Roblox reported a net loss of $493 million for the first two quarters of 2025, slightly higher than the $476 million loss in the same period in 2024, with total costs and expenses nearing $2.7 billion [9]. - Free cash flow for the first half of the year was $603 million, nearly doubling from the previous year, indicating a potentially healthier financial position despite net losses [10]. Future Outlook - For 2025, Roblox forecasts revenue between $4.39 billion and $4.49 billion, representing a projected 23% increase [11]. - The stock's price-to-sales (P/S) ratio has risen to nearly 21, the highest since 2022, which may lead to increased caution among investors [12]. Current Investment Sentiment - Investors are advised to monitor Roblox stock closely but may consider refraining from purchasing additional shares due to uncertainties surrounding the lawsuit and the company's high valuation [14][16].

Core Viewpoint - Everbright Digital Holding Limited has received a notification from Nasdaq regarding non-compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market [1][2]. Compliance Status - The company has been informed that for the last 30 consecutive business days, its common stock's minimum closing bid price was below the required $1.00 per share [2]. - The company has a compliance period of 180 calendar days, until February 23, 2026, to regain compliance by maintaining a closing bid price of at least $1.00 for a minimum of 10 consecutive business days [3]. Potential Actions - If compliance is not regained by the deadline, the company may be eligible for an additional 180-day period, provided it meets other listing requirements and notifies Nasdaq of its intention to cure the deficiency [4]. - The company may consider a reverse stock split as a potential action to meet the bid price requirement [4]. Business Operations - The receipt of the notification does not affect the company's business operations, and it is actively monitoring its share price while exploring options to regain compliance [5]. - The company aims to meet the minimum bid price requirement as soon as practicable [5]. Company Overview - Everbright Digital Holding Limited is an integrated marketing solutions provider based in Hong Kong, focusing on the metaverse and related technologies [6]. - The company offers a range of digital marketing services, including metaverse stimulation, virtual reality (VR) and augmented reality (AR) design, event planning, IP character creation, and social media marketing [6].

Metaverse Platform Status - The Sandbox reportedly laid off over 50% of its staff and closed 5 offices [1] - The industry expresses shock at The Sandbox's situation, questioning its continued existence [1] - OthersideMeta from Yuga Labs is potentially the last major player in the metaverse space [1] Web3 Brand Adoption - The Sandbox onboarded major Web2 brands, including DBS Bank, Warner Music, G-Shock, Cirque du Soleil, and Gordon Ramsay's Hell's Kitchen [1] - The Sandbox was one of the few Web3 platforms trusted by Web2 brands [1] Industry Impact - The Sandbox's struggles are considered a loss for the metaverse space [1]

'@sandboxgame just axed >50% of staff, shut 5 offices. most of CT are shocked it was even still around.curious what this means for metaverses as a whole. are we down to just yuga's @OthersideMeta as the last serious bet?imo a lowkey a loss for the space. since sandbox onboarded major brands such as dbs bank, warner music, g-shock, cirque du soleil, even gordon ramsay's hells kitchen. one of the few names web2 brands actually trusted in web3. ...

Group 1 - The core viewpoint is that Anhui Province is actively enhancing its industrial internet platform cultivation and application, with significant progress in digital transformation services [1] - In the first half of the year, 22 new provincial-level key platforms were added, bringing the total to 92, with over 11 million connected devices and points [1] - The industrial internet platform regional development index ranks sixth nationwide, indicating strong growth and adoption [1] Group 2 - A digital transformation service team is being expanded, with 261 service providers selected for a resource pool by 2025, covering 14 key industry sectors and 31 business scenarios [2] - In the first half of the year, 964 large-scale enterprises underwent digital diagnostics, showcasing the proactive approach to digital transformation [2] - Focus areas include new-generation information technology and photovoltaic energy storage, with over 100 service providers engaging in precise supply-demand matching [2] Group 3 - The province is promoting the application of artificial intelligence in industrial settings, with a new action plan aimed at integrating AI in research, production, and quality inspection [3] - The development of the metaverse industry is being supported through an action plan, which includes drafting a work plan for cultivating industrial metaverse application scenarios [3] Group 4 - The expert committee for manufacturing digital transformation has been enhanced, now comprising 230 experts and around 100 service providers, linking with five national-level resources [4] - In the first half of the year, 69 training and consulting activities were organized, with 108 experts dispatched to assist approximately 3,600 enterprises and 16 parks and clusters [4]