Core Viewpoint - Cheer Holding, Inc. has announced the results of its Extraordinary General Meeting, where shareholders approved a proposal to reduce and amend the company's authorized share capital, subject to certain conditions being met [1][2]. Group 1: Share Capital Reduction - The authorized share capital will be reduced from US$500,700 to US$500,699.95, with a change in the structure of Class A ordinary shares from 10,000,000 shares of par value US$0.05 each to 3,333,333 shares of par value US$0.15 each [2][7]. - The proposal includes the cancellation of one authorized but unissued Class A ordinary share and the consolidation of the remaining Class A ordinary shares, where every three shares of par value US$0.05 will be consolidated into one share of par value US$0.15 [7]. Group 2: Company Overview - Cheer Holding, Inc. is a leading provider of advanced mobile internet infrastructure and platform services in China, focusing on creating a digital ecosystem that integrates platforms, applications, technology, and industry [3]. - The company is developing a 5G+VR+AR+AI shared universe space, leveraging cutting-edge technologies such as blockchain, cloud computing, extended reality, and digital twin [3]. - Cheer Holding's product portfolio includes various offerings like CHEERS Telepathy, CHEERS Video, CHEERS e-Mall, and AI-animated short drama series, which blend online/offline and virtual/reality elements [4]. Group 3: Strategic Focus - The core of Cheer Holding's digital ecosystem is "CHEERS+", which aims to utilize innovative product applications and technologies to drive long-term sustainable and scalable growth [5].

Core Viewpoint - Cheer Holding, Inc. is implementing a share consolidation to increase its per share trading price and maintain its listing on Nasdaq due to previous non-compliance with listing requirements [4]. Group 1: Share Consolidation Details - The share consolidation will occur at a ratio of 1 post-split Class A ordinary share for every 50 pre-split ordinary shares, effective at 4:05 p.m. on December 22, 2025 [1]. - Post-consolidation, the number of issued and outstanding Class A ordinary shares will decrease from approximately 234,309,902 to about 4,686,199 [3]. - Outstanding warrants and other equity rights will be proportionately adjusted, and no fractional shares will be issued; any fractions will be rounded up to the next whole number [3]. Group 2: Nasdaq Listing Compliance - The share consolidation aims to help the company regain compliance with Nasdaq's continued listing requirements after receiving a notification of potential delisting due to stock prices closing at $0.10 or below for ten consecutive trading days [4]. - The company has scheduled a hearing for January 13, 2026, to appeal the delisting determination [4]. Group 3: Company Overview - Cheer Holding, Inc. is a leading provider of next-generation mobile internet infrastructure and platform services in China, focusing on building a digital ecosystem that integrates various technologies [6]. - The company's portfolio includes diverse products and services such as CHEERS Telepathy, CHEERS Video, and AI-animated short drama series, which blend online and offline elements [7]. - The company is committed to utilizing innovative technologies to drive long-term sustainable growth, with "CHEERS+" at the core of its digital ecosystem [8].

Core Viewpoint - Cheer Holding, Inc. is facing delisting from The Nasdaq Capital Market due to non-compliance with listing rules, specifically having a closing bid price of $0.10 or less for ten consecutive trading days [1][2]. Group 1: Delisting Notification - On November 18, 2025, Cheer Holding received a notice from Nasdaq regarding non-compliance with the Low Priced Stocks Rule, as its Class A ordinary shares closed at $0.10 or less for ten consecutive trading days [1]. - The company's shares also closed below $1 for the previous 30 consecutive business days, violating Listing Rule 5550(a)(2) [2]. - Nasdaq has determined to delist the company's securities, with a deadline of November 26, 2025, for the company to appeal the decision [2]. Group 2: Appeal and Compliance Efforts - Cheer Holding intends to request a hearing to appeal the delisting determination before the November 26 deadline, which will temporarily stay the suspension of its securities [3]. - The company is exploring various options to regain compliance, including a previously approved share consolidation [3]. Group 3: Company Overview - Cheer Holding is a leading provider of advanced mobile internet infrastructure and platform services in China, focusing on creating a digital ecosystem that integrates platforms, applications, technology, and industry [4]. - The company is developing a 5G+VR+AR+AI shared universe space, leveraging technologies such as blockchain, cloud computing, extended reality, and digital twin [4]. - Cheer Holding's product portfolio includes various offerings like CHEERS Telepathy, CHEERS Video, and AI-animated short drama series, which blend online/offline and virtual/reality elements [5].

Core Viewpoint - Cheer Holding, Inc. has formed a special committee to evaluate two preliminary non-binding acquisition proposals for its Class A ordinary shares, one from Zhongsheng Dingxin Investment Fund Management at US$0.56 per share and another from Excel Ally Ventures Limited at US$0.52 per share [1] Company Overview - Cheer Holding is a leading provider of advanced mobile internet infrastructure and platform services in China, focusing on building a digital ecosystem that integrates platforms, applications, technology, and industry for a new business environment leveraging AI technology [4] - The company is developing a 5G+VR+AR+AI shared universe space utilizing cutting-edge technologies such as blockchain, cloud computing, extended reality, and digital twin [4] Product and Service Portfolio - Cheer Holding's offerings include a diverse 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, and more [5] - These products provide various application scenarios that blend online/offline and virtual/reality elements [5] Strategic Focus - The company emphasizes "CHEERS+" as the core of its ecosystem, aiming to consolidate its core competitiveness and achieve long-term sustainable and scalable growth [6]

Core Viewpoint - Univest Securities, LLC has successfully closed a registered direct offering of approximately $15 million for Cheer Holding, Inc., a leading provider of advanced mobile internet infrastructure and platform services [1][3]. Group 1: Offering Details - Cheer Holding, Inc. will sell 187,500,000 Class A ordinary shares at a purchase price of $0.08 per share, or pre-funded warrants in lieu thereof [2]. - The gross proceeds from the offering amount to approximately $15 million [3]. - The offering was conducted under a shelf registration statement previously filed and declared effective by the SEC [4]. Group 2: Company Overview - Cheer Holding, Inc. is a prominent provider of next-generation mobile internet infrastructure and platform services in China, focusing on creating a digital ecosystem that integrates various technologies [7]. - The company is developing a 5G+VR+AR+AI shared universe space utilizing advanced technologies such as blockchain and cloud computing [7]. - Cheer Holding's product portfolio includes a variety of services like CHEERS Telepathy, CHEERS Video, and AI-animated short drama series, which blend online and offline experiences [8]. Group 3: Strategic Focus - The core of Cheer Holding's digital ecosystem is "CHEERS+", aimed at driving long-term sustainable and scalable growth through innovative product applications and technologies [9].

Core Viewpoint - Cheer Holding, Inc. has announced a definitive agreement for the purchase and sale of 187,500,000 Class A ordinary shares at a price of $0.08 per share, aiming to raise approximately $15 million in gross proceeds [1][2]. Group 1: Offering Details - The registered direct offering is expected to close on or about November 6, 2025, pending customary closing conditions [2]. - The offering is made under a shelf registration statement previously filed and declared effective by the U.S. Securities and Exchange Commission on September 12, 2024 [3]. Group 2: Company Overview - Cheer Holding, Inc. is a leading provider of next-generation mobile internet infrastructure and platform services in China, focusing on creating a digital ecosystem that integrates various technologies [5]. - The company is developing a 5G+VR+AR+AI shared universe space, leveraging advanced technologies such as blockchain and cloud computing [5]. - Cheer Holding's product portfolio includes a variety of services like CHEERS Telepathy, CHEERS Video, and AI-animated short dramas, which blend online and offline experiences [6]. Group 3: Strategic Focus - The company emphasizes "CHEERS+" as the core of its digital ecosystem, aiming for long-term sustainable and scalable growth through innovative applications and technologies [7].

Core Viewpoint - Cheer Holding, Inc. has received two non-binding proposals for the acquisition of its Class A ordinary shares, with offers of US$0.56 and US$0.52 per share from different investment entities [1][2]. Group 1: Proposals Overview - The first proposal is from Zhongsheng Dingxin Investment Fund Management, offering US$0.56 in cash per Class A Share [1]. - The second proposal comes from Excel Ally Ventures Limited, proposing US$0.52 in cash per Class A Share [1]. - Both proposals are non-binding and the Board has not made any decisions regarding them [3]. Group 2: Board Actions - The Board will establish a Special Committee composed of independent directors to evaluate the proposals and explore other strategic alternatives [2]. - The Special Committee will have the authority to hire advisors, including independent financial and legal counsel, to assist in the evaluation process [2]. Group 3: Company Background - Cheer Holding is a leading provider of advanced mobile internet infrastructure and platform services in China, focusing on creating a digital ecosystem that integrates various technologies [6]. - The company is developing a 5G+VR+AR+AI shared universe space, leveraging cutting-edge technologies such as blockchain and cloud computing [6]. - Cheer Holding's product portfolio includes a variety of services that blend online and offline experiences, enhancing its competitive edge in the market [7][8].

Core Viewpoint - Cheer Holding, Inc. has received a notice from NASDAQ indicating non-compliance with the minimum bid price requirement of $1.00 per share, with a compliance period until April 14, 2026, to regain compliance [1][2]. Company Compliance Status - The notice states that Cheer Holding has until April 14, 2026, to ensure its Class A ordinary shares are priced at least $1.00 for a minimum of ten consecutive business days to regain compliance [2]. - If compliance is not achieved by the deadline, the company may be eligible for additional time or could face delisting [2]. Monitoring and Future Actions - The company plans to monitor the closing bid price of its Class A ordinary shares and evaluate options to regain compliance during the compliance period [3]. Company Overview - Cheer Holding is a leading provider of advanced mobile internet infrastructure and platform services in China, focusing on creating a digital ecosystem that integrates various technologies for a new business environment [4]. - The company is developing a 5G+VR+AR+AI shared universe space utilizing cutting-edge technologies such as blockchain and cloud computing [4]. Product and Service Portfolio - Cheer Holding's offerings include a diverse range of products and services like CHEERS Telepathy, CHEERS Video, CHEERS e-Mall, and various AI-driven content, which blend online and offline experiences [5]. - The core of Cheer Holding's digital ecosystem is "CHEERS+", aimed at driving long-term sustainable growth through innovative applications and technologies [6].

Company Overview - Cheer Holding, Inc. is a leading provider of advanced mobile internet infrastructure and platform services, focusing on building a digital ecosystem that integrates platforms, applications, technology, and industry for a new business environment leveraging AI technology [7][9] - The company is developing a 5G+VR+AR+AI shared universe space utilizing cutting-edge technologies such as blockchain, cloud computing, extended reality, and digital twin [7] Offering Details - Univest Securities, LLC announced the closing of a public offering for Cheer Holding, raising approximately $8.5 million through the sale of 12,686,565 units at a public offering price of $0.67 per unit [1][2][3] - Each unit consists of one Class A ordinary share or a pre-funded warrant, along with Series A and Series B warrants to purchase additional Class A ordinary shares at an exercise price of $0.7035 [2] - The net proceeds from the offering will be used for general working capital and corporate purposes, including sales and marketing expenses for user acquisition [3] Product and Service Portfolio - Cheer Holding's portfolio includes a diverse range of products and services such as CHEERS Telepathy, CHEERS Video, CHEERS e-Mall, and various AI-driven applications [8][9] - The company aims to create seamless application scenarios that blend online/offline and virtual/reality elements, with "CHEERS+" at the core of its digital ecosystem [9] Financial and Regulatory Information - The offering was conducted under a registration statement on Form F-1, which was declared effective by the SEC on September 30, 2025 [4] - Univest Securities acted as the sole placement agent for the offering, which is part of its broader investment banking services [3][6]

Core Viewpoint - Cheer Holding, Inc. has announced a public offering expected to generate approximately $8.5 million in gross proceeds, aimed at enhancing its mobile internet infrastructure and platform services [1][3]. Group 1: Offering Details - The offering consists of 12,686,565 units, each unit priced at $0.67, which includes one Class A ordinary share or a pre-funded warrant, along with Series A and Series B warrants [2]. - The Series A and Series B warrants have an exercise price of $0.7035 per Class A Share and can be exercised within one year from the issuance date [2]. - The offering is expected to close on or about October 2, 2025, pending customary closing conditions [3]. Group 2: Use of Proceeds - The net proceeds from the offering will be utilized for general working capital and corporate purposes, including sales and marketing expenses for user acquisition [3]. Group 3: Company Overview - Cheer Holding is a leading provider of next-generation mobile internet infrastructure and platform services in China, focusing on creating a digital ecosystem that integrates various technologies [6]. - The company is developing a 5G+VR+AR+AI shared universe space, leveraging advanced technologies such as blockchain and cloud computing [6]. - Cheer Holding's product portfolio includes a variety of services like CHEERS Telepathy, CHEERS Video, and AI-animated short drama series, which blend online and offline experiences [7].