Cheer Holding, Inc. Form 6-K Summary
Business Context and Reporting Period
This Form 6-K, dated December 19, 2025, reports on a corporate action by Cheer Holding, Inc., a Cayman Islands-based foreign private issuer. The filing details the authorization of a 50-for-1 share consolidation intended to maintain the company's listing on the Nasdaq Capital Market.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on capital structure adjustments.
Material Changes
- Share Consolidation: Every 50 Class A ordinary shares will be consolidated into 1 ordinary share.
- Capital Structure Adjustment: Post-consolidation, authorized share capital will be US$500,700, divided into 10,000,000 Class A ordinary shares (par value US$0.05), 500,000 Class B ordinary shares (par value US$0.001), and 2,000,000 preferred shares (par value US$0.0001).
- Share Count Reduction: Outstanding Class A ordinary shares will decrease from 234,309,902 to approximately 4,686,199.
- Effective Date: The consolidation becomes effective at 4:05 p.m. New York time on December 22, 2025, with trading on an adjusted basis commencing December 23, 2025.
- CUSIP Update: The new CUSIP number for ordinary shares will be G29973121.
Outlook, Risks, and Management Commentary
Nasdaq Compliance: The company received notice on October 16, 2025, of non-compliance with the minimum bid price requirement of US$1.00 per share. On November 19, 2025, Nasdaq determined to delist the stock after it closed at $0.10 or below for ten consecutive trading days.
Appeal Status: The company has appealed the delisting determination, with a hearing scheduled for January 13, 2026.
Management View: Management believes the share consolidation will assist in regaining compliance with Nasdaq Listing Rules and maintaining the listing, though no guarantees are offered.
Investor Verification Checklist
- Confirm the effective date and time of the share consolidation (December 22, 2025, 4:05 p.m. NY time).
- Verify the new CUSIP number (G29973121) for trading purposes.
- Monitor the outcome of the Nasdaq hearing scheduled for January 13, 2026.
- Check for any subsequent filings regarding the final approval of the consolidation by the Registrar of Companies of the Cayman Islands.