CHR News & Events

Cheer Holding intends to effect 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 so that every fifty shares issued and outstanding will be combined into one share. The Share Consolidation will become effective at 4:05 p.m.on December 22. The Company's Class A ordinary shares will continue to be traded on the Nasdaq Capital Market under the symbol "CHR" and will begin trading on a post-consolidation adjusted basis when the market opens on Tuesday, December 23, 2025. As a result of the share consolidation the number of issued and outstanding Class A ordinary shares of the Company will be reduced from 234,309,902 pre-consolidation Class A ordinary shares to approximately 4,686,199 post-consolidation Class A ordinary shares, subject to adjustments for rounding. Outstanding warrants and other outstanding equity rights will be proportionately 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 resulted from the Share Consolidation will be rounded up to the next whole number. Upon the effectiveness of the Share Consolidation, the Company's authorized share capital became $500,700 divided into 10,000,000 Class A ordinary shares of a par value of $0.05 each; 500,000 Class B ordinary shares of a par value of $0.001 each; and 2,000,000 preferred shares of a par value of $0.0001 each. 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 November 19, 2025, the Company received a notification letter from the Listing Qualifications Department of Nasdaq notifying the Company that the Staff has determined to delist the Company's common stock from the Nasdaq Capital Market as a result of its common stock closing at a price of $0.10 or below for ten consecutive trading days. The Company appealed the determination and has a hearing scheduled for January 13, 2026.

Cheer Holding announced that its Board of Directors has formed a special committee to, among other things, evaluate the preliminary non-binding proposal letter, dated November 1, 2025, that it received from Zhongsheng Dingxin Investment Fund Management, an existing shareholder of the Company, proposing to acquire all of the outstanding Class A ordinary shares of the Company, par value $0.001 per share that it does not hold for $0.56 in cash per Class A Share, and the preliminary non-binding proposal letter, dated November 4, 2025, from Excel Ally Ventures Limited proposing to acquire all of the outstanding Class A Shares for $0.52 in cash per Class A Share. The Special Committee is comprised of Chairman Bing Zhang, and independent directors, Messrs. Zhihong Tan and Yong Li, all of whom are disinterested directors with respect to the Proposed Transactions, with Chairman Zhang serving as the chairman. The Special Committee will have the right to retain advisors, including an independent financial advisor and independent legal counsel, to assist it in its evaluation. The Board cautions the Company's shareholders and others considering trading the Company's securities that the Board has not made any decisions with respect to the Proposed Transactions. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that the Proposed Transactions or any other transaction will be approved or consummated.