Class A Ordinary Shares Will Begin Trading on a Post-Consolidation Adjusted Basis onDecember 23, 2025 BEIJING, Dec. 19, 2025 (GLOBE NEWSWIRE) -- Cheer Holding, Inc. (NASDAQ: CHR) (“Cheer Holding,” “we” or the “Company”), a leading provider of next-generation mobile internet infrastructure and platform services, today announced that it intends to effect a share consolidation of its ordinary shares at a ratio of 1 post-split Class A ordinary share for every 50 pre-split ordinary shares (the “Share Consolidati ...

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].

(Exact name of registrant as specified in its charter) Not Applicable As filed with the Securities and Exchange Commission on September 29, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cheer Holding, Inc. (Translation of Registrant's name into English) Cayman Islands 7374 Not Applicable (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification C ...