BEIJING, Oct. 01, 2025 — Cheer Holding, Inc. (NASDAQ: CHR), referred to as “Cheer Holding” or “the Company,” and a prominent provider of advanced mobile internet infrastructure and platform services, announced today the pricing of a best-efforts public offering. This offering is anticipated to generate gross proceeds of approximately $8.5 million for the Company, prior to the deduction of placement agent fees and other estimated company expenses, and not including any proceeds from the exercise of warrants.
The offering consists of 12,686,565 units, each defined as a “Unit.” Each Unit comprises either one Class A ordinary share of the Company (par value $0.001 per share), referred to as a “Class A Share,” or alternatively, a pre-funded warrant, along with one Series A warrant to purchase a Class A Share (“Series A Warrant”), and one Series B warrant to purchase a Class A Share (“Series B Warrant”). The public price for each Unit is $0.67. Both the Series A Warrant and the Series B Warrant carry an exercise price of $0.7035 per Class A Share and become exercisable from their issuance date until the first anniversary of that date. Furthermore, holders of Series B Warrants have the option to execute a “zero exercise price” at any point while these warrants remain outstanding, allowing them to receive 5.1235 Class A Shares for each Series B Warrant exercised under this provision.
The closing of this offering is anticipated around October 2, 2025, pending the fulfillment of standard closing conditions.
Univest Securities, LLC is serving as the exclusive placement agent for this offering. Cheer Holding plans to allocate the net proceeds toward general working capital and other corporate activities, such as sales and marketing efforts aimed at user acquisition.
The aforementioned securities are being offered by the Company under a registration statement on Form F-1 (File No. 333-289372), which was previously filed with and declared effective by the Securities and Exchange Commission (“SEC”) on September 30, 2025. It is important to note that this press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor will there be any sale in any state or jurisdiction where such an action would be illegal without prior registration or qualification under local securities laws. The offering is exclusively being conducted through a written preliminary prospectus and a final prospectus, which will form part of the registration statement. A final prospectus for the offering will be filed with the SEC and will be accessible on the SEC’s website. Once available, electronic copies of the final prospectus can also be obtained by reaching out to Univest Securities, LLC at , or by calling +1 (212) 343-8888.
About Cheer Holding, Inc.
Cheer Holding stands as a leading provider of next-generation mobile internet infrastructure and platform services in China. The Company is committed to constructing a unified digital ecosystem that interweaves “platforms, applications, technology, and industry.” This initiative aims to establish a novel, open business landscape for web3.0, enhanced by AI technology. Currently, Cheer Holding is actively developing a 5G+VR+AR+AI shared universe space, leveraging advanced technologies such as blockchain, cloud computing, extended reality, and digital twin concepts.
The portfolio of Cheer Holding encompasses an extensive array 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, a short video matrix, variety show series, Livestreaming, among others. These diverse offerings facilitate various application scenarios, seamlessly merging “online/offline” and “virtual/reality” experiences.
Anchored by “CHEERS+” as the central element of its digital ecosystem, Cheer Holding is dedicated to employing innovative product applications and technologies to fuel its sustained and scalable growth over the long term.
Safe Harbor Statement
This release contains certain “forward-looking statements” as defined by the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Such statements are identified by terms like “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose,” and similar expressions (or their negative counterparts). These forward-looking statements encompass, among other things, the Company’s expectation to finalize the offering. Cheer Holding faces various risks and uncertainties, which are detailed in its periodic filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 20-F filed on March 10, 2025. The Company disclaims any obligation to publicly update or revise these forward-looking statements, whether due to new information, future events, or other factors, except where mandated by applicable law. The information presented herein is valid only as of the date of this release.
For investor and media inquiries, please reach out to:
Wealth Financial Services LLC
Connie Kang, Partner
Email:
Tel: +86 1381 185 7742 (CN)
