Cheer Holding, Inc. Form 6-K Summary
Business Context and Reporting Period
This Form 6-K report covers the month of November 2025 for Cheer Holding, Inc., a foreign private issuer headquartered in Beijing, China. The filing announces the pricing and closing of a registered direct offering of securities.
Key Financial Metrics and Capital Structure
- Gross Proceeds: Approximately $15 million.
- Offering Price: $0.08 per Class A ordinary share or Pre-Funded Warrant.
- Securities Issued: 187,500,000 Class A ordinary shares or Pre-Funded Warrants.
- Placement Agent Fee: 8.0% of gross proceeds (approximately $1.2 million) plus up to $120,000 in expense reimbursement.
- Use of Proceeds: General working capital, corporate purposes, and sales/marketing expenses for user acquisition.
Note: The filing does not provide specific values for revenue, profit, cash flow, operating margins, existing debt levels, or liquidity ratios.
Material Changes and Transaction Details
The primary material change is the dilution of existing shareholders through the issuance of 187,500,000 new shares or warrants. The offering was priced at $0.08 per unit, with Pre-Funded Warrants exercisable at $0.001 per share. The transaction closed on November 6, 2025.
Guidance, Risks, and Management Commentary
- Lock-Up Agreements: Directors, executive officers, and beneficial owners of 5% or more of outstanding shares agreed to a 90-day lock-up period from the closing date, restricting the sale or disposition of shares.
- Beneficial Ownership Limitations: Holders of Pre-Funded Warrants are restricted from exercising if it would result in beneficial ownership exceeding 4.99% (or up to 9.99% at the holder's election) of outstanding shares.
- Regulatory Status: The offering was conducted pursuant to a shelf registration statement on Form F-3 (File No. 333-279221) declared effective on September 12, 2024.
Investor Verification Checklist
- Verify the exact number of Pre-Funded Warrants versus Class A shares issued to assess immediate dilution impact.
- Confirm the net proceeds after deducting the 8.0% placement fee and estimated expenses.
- Review the company's current cash position to determine the runway provided by the $15 million gross proceeds.
- Check for any subsequent filings regarding the exercise of Pre-Funded Warrants within the 90-day lock-up period.
- Validate the specific allocation of funds toward "user acquisition" versus general working capital in future reports.