Class A Ordinary Shares Will Commence Trading on a Post-Consolidation Adjusted Basis on
December 23, 2025
BEIJING, Dec. 19, 2025 — Cheer Holding, Inc. (NASDAQ: CHR) (“Cheer Holding,” “we” or the “Company”), a leading provider of next-generation mobile internet infrastructure and platform services, today declared its intention to execute a share consolidation of its ordinary shares at a ratio of 1 post-split Class A ordinary share for every 50 pre-split ordinary shares (the “Share Consolidation”), meaning every fifty (50) issued and outstanding shares will be merged into one (1) share. The Share Consolidation will take effect at 4:05 p.m. (New York time) on December 22, 2025 (the “Effective Time”).
The Company’s Class A ordinary shares will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CHR” and will start trading on a post-consolidation adjusted basis when the market opens on Tuesday, December 23, 2025. The CUSIP number for the Company’s Class A ordinary shares following the Share Consolidation will be G29973121.
As a consequence of the share consolidation, the number of issued and outstanding Class A ordinary shares of the Company will decrease from 234,309,902 pre-consolidation Class A ordinary shares to approximately 4,686,199 post-consolidation Class A ordinary shares, subject to rounding adjustments. Outstanding warrants and other outstanding equity rights will be proportionally adjusted to reflect the Share Consolidation. No fractional shares will be issued as a result of the Share Consolidation; instead, any fractional shares that would have arisen from the consolidation will be rounded up to the nearest whole number. Upon the Share Consolidation becoming effective, the Company’s authorized share capital became US$500,700, divided into 10,000,000 Class A ordinary shares with a par value of US$0.05 each; 500,000 Class B ordinary shares with a par value of US$0.001 each; and 2,000,000 preferred shares with a par value of US$0.0001 each.
The primary purpose of the Share Consolidation is to raise the Company’s per share trading price to maintain its listing on Nasdaq. As previously disclosed, on November 19, 2025, the Company received a notification letter from the Listing Qualifications Department of Nasdaq, informing it that the Staff had decided to delist the Company’s common stock from the Nasdaq Capital Market because its common stock closed at a price of $0.10 or lower for ten consecutive trading days. The Company has appealed this decision and has a hearing scheduled for January 13, 2026. While no guarantees can be made, the Company believes this Share Consolidation will enable it to regain compliance with Nasdaq’s continued listing requirements and maintain its Nasdaq listing.
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 inquiries regarding the Share Consolidation to the Company’s transfer agent, Continental Stock Transfer & Trust Company.
About Cheer Holding, Inc.
As a leading provider of next-generation mobile internet infrastructure and platform services in China, Cheer Holding is committed to constructing a digital ecosystem that integrates “platforms, applications, technology, and industry” into a cohesive digital eco-system, thereby creating a new, open business environment for web3.0 that utilizes AI technology. The Company is developing a 5G+VR+AR+AI shared universe space built on cutting-edge technologies such as blockchain, cloud computing, extended reality, and digital twin.
Cheer Holding’s portfolio encompasses a broad range of products and services, including CHEERS Telepathy, CHEERS Video, CHEERS e-Mall, CHEERS Open Data, CheerReal, CheerCar, CheerChat, Polaris Intelligent Cloud, AI-animated short drama series, short video matrix, variety show series, Livestreaming, and more. These offerings provide diverse application scenarios that seamlessly integrate “online/offline” and “virtual/reality” elements.
With “CHEERS+” at the core of Cheer Holding’s digital ecosystem, the Company is dedicated to using innovative product applications and technologies to drive its long-term sustainable and scalable growth.
Safe Harbor Statement
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes could impact its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking statements by terms or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. These forward-looking statements include, but are not limited to, the assertion that the Share Consolidation will enable the Company to meet the minimum bid price requirement under Nasdaq’s continued listing standards, or that the Company will be able to keep its Class A ordinary shares listed on the Nasdaq Capital Market. The Company faces a number of risks and uncertainties outlined in documents filed 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 10, 2025. The Company assumes no obligation to update or revise any forward-looking statements, whether due to new information, future events, or otherwise, except as required by applicable law. Such information is current only as of the date of this release.
For investor and media inquiries, please contact:
Wealth Financial Services LLC
Connie Kang, Partner
Email:
Tel: +86 1381 185 7742 (CN)
