What share consolidation did Cheer Holding (CHR) approve?

Cheer Holding approved a 1-for-3 share consolidation of its Class A ordinary shares. Every three existing Class A shares will be combined into one new share, changing the share count but not the overall economic value of individual holdings before market movements.

Why is Cheer Holding conducting a share consolidation on Nasdaq?

Cheer Holding states the consolidation is primarily intended to increase its per share trading price to help maintain its Nasdaq listing. A higher price can support compliance with Nasdaq’s minimum bid requirements, though the company notes no guarantees regarding continued listing are provided.

Cheer Holding (NASDAQ: CHR) enacts 1-for-3 share consolidation to support Nasdaq listing

Q: When does Cheer Holding’s share consolidation become effective?

The share consolidation becomes effective at 4:05 p.m. New York time on April 6, 2026. Class A ordinary shares will begin trading on a post-consolidation adjusted basis on Nasdaq when the market opens on April 7, 2026, under the same CHR ticker symbol.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Cheer Holding, Inc. is implementing a 1-for-3 share consolidation of its Class A ordinary shares to help maintain its Nasdaq listing. Every three existing Class A shares will be combined into one share, effective at 4:05 p.m. New York time on April 6, 2026.

After the change, issued and outstanding Class A shares will decline from 4,686,248 pre-consolidation shares to approximately 1,562,083 post-consolidation shares, with fractional shares rounded up to the next whole share. The authorized Class A share count will be reduced to 3,333,333 shares with a par value of US$0.15 each.

The Company’s Class A ordinary shares will continue trading on the Nasdaq Capital Market under the symbol CHR and will begin trading on a post-consolidation adjusted basis on April 7, 2026. Outstanding warrants and other equity rights will be adjusted proportionately to reflect the new share structure.

Insights

Cheer Holding executes 1-for-3 reverse split to support Nasdaq listing.

Cheer Holding is consolidating every three Class A ordinary shares into one to raise its per-share trading price and support continued trading on the Nasdaq Capital Market. The move also reduces authorized Class A shares and slightly lowers total authorized share capital.

Post-consolidation, outstanding Class A shares drop from 4,686,248 to about 1,562,083, while warrants and other equity rights are proportionately adjusted. The economic interest of shareholders is unchanged by the ratio itself; the main significance is preserving access to Nasdaq, as described in the company’s forward-looking statements.

Key Figures

Share consolidation ratio: 1-for-3 Class A ordinary shares Outstanding Class A shares before: 4,686,248 shares Outstanding Class A shares after: approximately 1,562,083 shares +5 more

8 metrics

Share consolidation ratio 1-for-3 Class A ordinary shares Every 3 pre-consolidation shares become 1 post-consolidation share

Outstanding Class A shares before 4,686,248 shares Pre-consolidation issued and outstanding Class A ordinary shares

Outstanding Class A shares after approximately 1,562,083 shares Post-consolidation issued and outstanding Class A ordinary shares, subject to rounding

Authorized Class A capital before 10,000,000 shares at US$0.05 par Part of total authorized share capital of US$500,700

Authorized Class A capital after 3,333,333 shares at US$0.15 par Part of total authorized share capital of US$500,699.95

Effective time 4:05 p.m. New York time, April 6, 2026 Time when share consolidation becomes effective

Post-consolidation trading start April 7, 2026 Date CHR begins trading on a post-consolidation basis on Nasdaq

New CUSIP G39973139 CUSIP for Class A ordinary shares after the share consolidation

Key Terms

Share Consolidation, authorised share capital, Nasdaq Capital Market, fractional shares, +1 more

5 terms

Nasdaq Capital Market financial

"The Company’s ordinary shares will continue to be traded on the Nasdaq Capital Market under the symbol “CHR”"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

fractional shares financial

"No fractional shares will be issued as a result of the Share Consolidation."

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

forward-looking statements regulatory

"Certain statements in this announcement are forward-looking statements."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Form 6-K: How Foreign Companies Report to the SEC →

04/02/2026 - 08:01 AM

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 Apri 2026

Commission File Number: 001-38631

CHEER HOLDING, INC.

19F, Block B, Xinhua Technology Building,

No. 8 Tuofangying South Road,

Jiuxianqiao, Chaoyang District, Beijing, China 100016

(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 ☐

Explanatory Note

The Board of Directors of the of Cheer Holding, Inc. (the “Company”) has authorized and approved the Company to file a notice (the “Notice”) to effect a share consolidation by the cancellation of one authorised but unissued Class A ordinary share of a par value of US$0.05, and the consolidation of the remaining 9,999,999 Class A ordinary shares of a par value of US$0.05 in the authorised share capital of the Company (including issued and unissued share capital) such that each 3 Class A ordinary shares of a par value of US$0.05 are consolidated into 1 Class A ordinary share of a par value of US$0.15 (the “Share Consolidation”). At the effective time of the Share Consolidation, the authorized share capital of the Company will be reduced and amended from US$500,700 divided into 10,000,000 Class A ordinary shares of a par value of US$0.05 each, 500,000 Class B ordinary shares of US$0.001 each and 2,000,000 preferred shares of a par value of US$0.0001 each, to US$500,699.95 divided into 3,333,333 Class A ordinary shares of a par value of US$0.15 each, 500,000 Class B ordinary shares of US$0.001 each and 2,000,000 preferred shares of a par value of US$0.0001 each. The Share Consolidation was approved by the Company’s shareholders on March 16, 2026.

The Share Consolidation will be effected by filing a notice to the Registrar of Companies of the Cayman Islands, and will become effective at 4:05 p.m. (New York time) on April 6, 2026. The Company’s ordinary shares will continue to be traded on the Nasdaq Capital Market under the symbol “CHR” and will begin trading on a post-consolidation-adjusted basis when the market opens on April 7, 2026. The CUSIP number for the Company’s ordinary shares following the Share Consolidation will be G39973139.

The Share Consolidation is primarily intended to increase the Company’s per share trading price in order to maintain its listing on Nasdaq. Although no guarantees can be offered, the Company believes that the Share Consolidation will enable the Company to maintain its Nasdaq listing.

The Share Consolidation will reduce the issue and outstanding number of ordinary shares of the Company from 4,686,248 pre-consolidation Class A ordinary shares to approximately 1,562,083 post-consolidation Class A ordinary shares, subject to adjustments for rounding.

A copy of the press release is attached hereto as Exhibit 99.1.

Incorporation by Reference

This report and Exhibit 99.1 to this Form 6-K shall be deemed to be incorporated by reference in the registration statements of on Form S-8 (File No. 333-282386) and on Form F-3 (File No. 333-279221), each as filed with the Securities and Exchange Commission, to the extent not superseded by documents or reports subsequently filed.

Exhibit Index

Exhibit No.		Description
99.1		Press Release dated April 2, 2026

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: April 2, 2026

Exhibit 99.1

Cheer Holding Announces Share Consolidation of

Class A Ordinary Shares

Class A Ordinary Shares Will Begin Trading on a Post-Consolidation Adjusted Basis on
April 7, 2026

BEIJING, April 2, 2026 (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 3 pre-split ordinary shares (the “Share Consolidation”) so that every three (3) shares issued and outstanding will be combined into one (1) share. The Share Consolidation will become effective at 4:05 p.m. (New York time) on April 6, 2026 (the “Effective Time”).

The Company’s Class A ordinary shares will continue to be traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CHR” and will begin trading on a post-consolidation adjusted basis when the market opens on Tuesday, April 7, 2026. The CUSIP number for the Company’s Class A ordinary shares following the Share Consolidation will be G39973139.

At the Effective Time, the authorised share capital of the Company will be reduced and amended from US$500,700 divided into 10,000,000 Class A ordinary shares of a par value of US$0.05 each, 500,000 Class B ordinary shares of US$0.001 each and 2,000,000 preferred shares of a par value of US$0.0001 each, to US$500,699.95 divided into 3,333,333 Class A ordinary shares of a par value of US$0.15 each, 500,000 Class B ordinary shares of US$0.001 each and 2,000,000 preferred shares of a par value of US$0.0001 each, by the cancellation of one authorised but unissued Class A ordinary share of a par value of US$0.05; and the consolidation of the remaining 9,999,999 Class A ordinary shares of a par value of US$0.05 in the authorised share capital of the Company (including issued and unissued share capital) such that each 3 Class A ordinary shares of a par value of US$0.05 are consolidated into 1 Class A ordinary share of a par value of US$0.15.

As a result of the Share Consolidation, the number of issued and outstanding Class A ordinary shares of the Company will be reduced from 4,686,248 pre-consolidation Class A ordinary shares to approximately 1,562,083 post-consolidation Class A ordinary shares, subject to adjustments for rounding. Outstanding warrants and other outstanding equity rights will be proportionately adjusted to reflect the Share Consolidation. No fractional shares will be issued as a result of the Share Consolidation. Instead, any fractional shares that would have resulted from the Share Consolidation will be rounded up to the next whole number.

The Share Consolidation is primarily intended to increase the Company’s per share trading price in order to maintain its listing on Nasdaq.

Shareholders holding their shares in book-entry form or in “street name” (through a broker, bank or other holder of record) will have their shares automatically adjusted to reflect the Share Consolidation. Shareholders of record may direct questions concerning the Share Consolidation to the Company’s transfer agent, Continental Stock Transfer & Trust Company.

About Cheer Holding, Inc.

Cheer Holding is a leading provider of next-generation mobile internet infrastructure and platform services. The Company operates a comprehensive digital ecosystem that integrates platforms, applications, technology, and industry, with a focus on AI-driven content creation, e-commerce, and metaverse development. For more information, please visit ir.gsmg.co.

Safe Harbor Statement

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. These forward-looking statements include, but are not limited to, that the Share Consolidation will enable the Company to meet the minimum bid price requirement under the Nasdaq continued listing standards, or that the Company will be able to continue to have its Class A ordinary shares listed on The Nasdaq Capital Market. The Company is subject to a number of 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 20, 2026. 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.

For investor and media inquiries, please contact:

James Li

Email: ir@gsmg.co

Tel: +86 10 6778 2900 (CN)

Source: View Original Filing on SEC EDGAR

FAQ

How will Cheer Holding’s outstanding Class A shares change after the consolidation?

Outstanding Class A ordinary shares will be reduced from 4,686,248 pre-consolidation shares to approximately 1,562,083 post-consolidation shares. The reduction reflects the 1-for-3 ratio, with any fractional shares rounded up to the next whole share for affected shareholders.

What happens to Cheer Holding warrants and other equity rights after the consolidation?

Outstanding warrants and other equity rights of Cheer Holding will be proportionately adjusted to reflect the 1-for-3 share consolidation. This means exercise terms and underlying share amounts will be recalibrated so holders maintain an equivalent economic position relative to the new share structure.

Will Cheer Holding issue fractional shares due to the consolidation?

Cheer Holding will not issue fractional shares in the consolidation. Instead, any fractional share resulting from applying the 1-for-3 ratio will be rounded up to the next whole share, simplifying the post-consolidation share count for affected shareholders.

Filing Exhibits & Attachments

1 document

Press Releases

EX-99.1 PRESS RELEASE DATED APRIL 2, 2026 8.8 KB

Cheer Holding (NASDAQ: CHR) enacts 1-for-3 share consolidation to support Nasdaq listing

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