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 November 2023
Commission File Number: 001-38631
Cheer Holding, Inc.
22F, 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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On November 10, 2023, the
Board of Directors of Cheer Holding, Inc. (f/k/a Glory Star New Media Group Holdings Limited) (the “Company”), authorized
and approved the Company to file a notice (the “Notice”) to effect (i) a share consolidation so that every 10 ordinary shares
of a par value of US$0.0001 each in the authorized share capital of the Company (including issued and unissued share capital) be consolidated
into 1 ordinary share of a par value of US$0.001 (the “Share Consolidation”), such that immediately following the Share Consolidation,
the authorized share capital of the Company will be US$20,200 divided into 20,000,000 ordinary shares of a par value of US$0.001 each
and 2,000,000 preferred shares of a par value of US$0.0001 each, and (ii) a share increase so that the authorized share capital of the
Company be increased by the creation of an additional 180,000,000 ordinary shares of a par value of US$0.001 each (the “Share Increase”),
such that immediately following the Share Increase, the authorized share capital of the Company will be US$200,200 divided into 200,000,000
ordinary shares of a par value of US$0.001 each and 2,000,000 preferred shares of a par value of US$0.0001 each. The Share Consolidation
and Share Increase was approved by the Company’s shareholders on October 31, 2023.
The Share Consolidation and
Share Increase 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 November 24, 2023. The Company’s ordinary shares will continue to be traded on the Nasdaq Capital Market
(“Nasdaq”) under the symbol “CHR” and it is anticipated that the ordinary shares will begin trading on a post-consolidation-adjusted
basis on Nasdaq when the market opens on November 27, 2023. The CUSIP number for the Company’s ordinary shares following the Share
Consolidation will be G39973204.
The Company is effecting the
Share Consolidation in order to maintain its listing on Nasdaq. As previously disclosed, on March 22, 2023, the Company received notice
from the Listing Qualifications Department of Nasdaq indicating that the Company is not in compliance with the minimum bid price requirement
of US$1.00 per share under the Nasdaq Listing Rules. The Company believes that the proposed Share Consolidation will assist the Company
in regaining compliance under the Nasdaq Listing Rules.
The Share Consolidation will
reduce the issued and outstanding number of ordinary shares of the Company from 100,384,466 shares to approximately 10,038,447 shares.
In addition, the Company will be effecting a share increase immediately upon the effectiveness of the Share Consolidation, so that the
authorized share capital of the Company will be US$200,200 divided into 200,000,000 ordinary shares of a par value of US$0.001 each and
2,000,000 preferred shares of a par value of US$0.0001 each.
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. 333-237788)
and on Form F-3 (File No. 333-248554), each as filed with the Securities and Exchange Commission, to the extent not superseded
by documents or reports subsequently filed.
EXHIBIT INDEX
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.
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Cheer Holding, Inc. |
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By: |
/s/ Bing Zhang |
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Name:
Title: |
Bing Zhang
Chief Executive Officer |
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Dated: November 22, 2023 |
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2
Exhibit 99.1
Press Release
Cheer Holding Announces Share Consolidation
of
Ordinary Shares
Ordinary Shares Will Begin Trading on a Post-Consolidation
Adjusted Basis on
November 27, 2023
BEIJING, Nov. 22, 2023 (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 ordinary share for every 10 pre-split ordinary shares (the “Share Consolidation”)
so that every ten (10) shares issued and outstanding will be combined into one (1) share. Any fractional share of a shareholder resulting
from the Share Consolidation will be rounded up to the nearest whole number of shares. The Share Consolidation will become effective at
4:05 p.m. (New York time) on November 24, 2023 (the “Effective Time”).
The Share Consolidation will be effected by filing
a notice to the Registrar of Companies of the Cayman Islands. The Company’s 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 Monday, November 27, 2023. The CUSIP number for the Company’s ordinary shares following the Share Consolidation
will be G39973204.
The Share Consolidation is primarily intended
to increase the Company’s per share trading price in order to maintain its listing on Nasdaq. As previously disclosed, on March
22, 2023, the Company received notice from the Listing Qualifications Department of Nasdaq indicating that the Company is not in compliance
with the minimum bid price requirement of US$1.00 per share under the Nasdaq Listing Rules. We believe that the proposed Share Consolidation
will assist the Company in regaining compliance under the Nasdaq Listing Rules.
The Share Consolidation will reduce the issued
and outstanding number of ordinary shares of the Company from 100,384,466 shares to approximately 10,038,447 shares. In addition, the
Company will be effecting a share increase immediately upon the effectiveness of the Share Consolidation, so as to maintain the same number
of authorized ordinary shares before the Share Consolidation, which will continue to be 200,000,000 ordinary shares of a par value of
US$0.001.
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.
As a preeminent provider
of next-generation mobile internet infrastructure and platform services in China, Cheer Holding is dedicated to building a digital ecosystem
that integrates “platforms, applications, technology, and industry” into a cohesive system, thereby creating a new, open business
environment for web3.0 that leverages AI technology. The Company is developing a 5G+VR+AR+AI shared universe space that builds on cutting-edge
technologies including blockchain, cloud computing, extended reality, and digital twin.
Cheer Holding’s portfolio includes a wide
range of products and services, such as Polaris Intelligent Cloud, CHEERS Telepathy, CHEERS Open Platform, CHEERS Video, CHEERS e-Mall,
CheerReal, CheerCar, CheerChat, CHEERS Fresh Group-Buying E-commerce Platform, Digital Innovation Research Institute, CHEERS Livestreaming,
variety show series, IP short video matrix, and more. These offerings provide diverse application scenarios that seamlessly blend “online/offline”
and “virtual/reality” elements.
With “CHEERS+” at the core of Cheer
Holding’s ecosystem, the Company is committed to consolidating and strengthening its core competitiveness, and achieving long-term
sustainable and scalable growth.
For more information, please visit http://ir.gsmg.co/.
Safe Harbor Statement
Certain statements made in this release are “forward
looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation
Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,”
“may,” “will,” “should,” “future,” “propose” and variations of these words
or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These
forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause
actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others,
are: the ability to manage growth; ability to identify and integrate other future acquisitions; ability to obtain additional financing
in the future to fund capital expenditures; fluctuations in general economic and business conditions; costs or other factors adversely
affecting our profitability; litigation involving patents, intellectual property, and other matters; potential changes in the legislative
and regulatory environment; a pandemic or epidemic; the occurrence of any event, change or other circumstances that could affect the Company’s
ability to continue successful development and launch of its metaverse experience centers; the possibility that the Company may not succeed
in developing its new lines of businesses due to, among other things, changes in the business environment and technological developments,
competition, changes in regulation, or other economic and policy factors; disruptions or other business interruptions that may affect
the operations of our products and services, the possibility that the Company’s new lines of business may be adversely affected
by other economic, business, and/or competitive factors; other factors, 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 22, 2023, as amended. 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:
Wealth Financial Services LLC
Connie Kang, Partner
Email: ckang@wealthfsllc.com
Tel: +86 1381 185 7742 (CN)
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