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SCHEDULE 13D Filed 2026-09-23 Event 2026-09-22 SEC 0001096906-26-001424 →

Lioness Ltd → Cheer Holding, Inc. CHR

Stake: 100.00% Shares: 500,000 CUSIP: G39973139 Class: Class A Ordinary Shares, par value $0.15 per share

Item 4 — Purpose of Transaction

The Reporting Persons acquired the Class B Shares for investment purposes and to obtain voting control of the Issuer. On September 16, 2026, pursuant to the Purchase Agreement, Lioness purchased from the Seller all 500,000 Class B Shares, constituting all issued and outstanding Class B Shares, for aggregate consideration of US$500.00. The Class B Shares were transferred to Lioness on September 22, 2026. Voting rights and class terms. Under the Issuer's memorandum and articles of association, the Class A Shares and Class B Shares vote together as one class on resolutions submitted to shareholders. Each Class A Share is entitled to one vote, and each Class B Share is entitled to 100 votes. The Class B Shares are not convertible into Class A Shares and may be redeemed by the Issuer at par value at the option of the holder. Voting control. Based on 1,845,453 Class A Shares and 500,000 Class B Shares issued and outstanding as of September 16, 2026, the Class B Shares represent 50,000,000 votes and approximately 96.44% of the aggregate voting power of the Issuer's issued and outstanding share capital. Accordingly, the Reporting Persons may be deemed to control the shareholder vote of the Issuer. Management and governance. The Purchase Agreement does not provide for any change to the Issuer's board of directors or management. Following the sale, the Seller continues to serve as the Issuer's Chairman of the Board of Directors, Chief Executive Officer and interim Chief Financial Officer. Investor intentions. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time engage in discussions with the Issuer's management, board of directors, shareholders and other persons concerning the Issuer's business, operations, governance, capitalization, strategic direction and other matters. Depending on various factors, the Reporting Persons may acquire additional securities, dispose of securities, exercise voting or other rights, propose or support changes to the board, management, governance, capitalization, business or strategic direction of the Issuer, or take any other action described in clauses (a) through (j) of Item 4 of Schedule 13D. Except as described in this Schedule 13D, the Reporting Persons do not currently have any specific plan or proposal that relates to or would result in any of those actions.

Cross-References

Insider Activity (last 365d)
0 transactions
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Issuer Cluster
7 13D/G filings on this issuer
6 other filings besides this one
Filer Track Record
1 filings by this filer
0 other filings in the data moat
Short Interest · settle 2026-09-30
DTC 1.53
65,312 shares short · -3.3% vs prior

Other 13D/G Filings on Cheer Holding, Inc.

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2022-07-12 SC Zhang Bing — — view →
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2021-05-05 SC Zhang Bing — — view →

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