6-K 1 ea0284483-6k_cheerhold.htm REPORT OF FOREIGN PRIVATE ISSUER

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

SEC Form 6-K filed by Cheer Holding Inc.