Cheer Holding, Inc. current report, Q2 FY2023

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Cheer Holding, Inc. (formerly Glory Star New Media Group Holdings Limited) — Form 6-K

Reporting period: Month of May 2023; filing dated May 9, 2023. The filing reports the closing of a private placement.

Transaction and Financial Impact

  • The company issued 24,193,548 ordinary shares to two accredited investors at $2.48 per share.
  • Aggregate gross proceeds were $60.0 million. Net proceeds were not specified.
  • The offering was conducted under Regulation S of the Securities Act.
  • Management intends to use the net proceeds for working capital and general corporate purposes.
  • The purchase price represented a 60% premium to the $1.55 per-share privatization price approved by shareholders on November 11, 2022.
  • The private placement closed on May 9, 2023.

Operating Metrics and Liquidity

This filing does not provide revenue, profit, cash flow, margins, debt, cash balances, or other operating financial metrics. It also does not quantify the company’s liquidity before or after the financing.

Material Changes and Outlook

  • The principal reported change is the completion of the $60.0 million gross equity financing and the issuance of 24,193,548 ordinary shares.
  • The transaction increases the company’s share count and may result in dilution to existing shareholders; the filing does not provide the post-transaction shares outstanding or dilution percentage.
  • No specific financial guidance, operating forecast, or updated business outlook was provided.

Risks, Contingencies, and Unusual Items

  • Proceeds are designated for broad corporate purposes, so the filing does not identify specific projects or expected returns.
  • The filing does not disclose offering expenses, placement fees, investor ownership percentages, lock-up terms, or resale restrictions beyond the Regulation S exemption.
  • The report is incorporated by reference into the company’s Form S-8 and Form F-3 registration statements, subject to subsequent filings.

Investor Verification Checklist

  • Verify the company’s current legal name and whether it has formally changed from Glory Star New Media Group Holdings Limited to Cheer Holding, Inc.
  • Confirm the final net proceeds after transaction expenses and the intended allocation of funds.
  • Confirm shares outstanding after issuance and the resulting dilution to existing shareholders.
  • Review subsequent filings for the company’s operating results, liquidity, debt, and use of proceeds.
  • Review Exhibit 99.1 and subsequent reports for additional transaction terms or investor-related disclosures.