Form SCHEDULE 13D/A Cheer Holding, Inc. Filed by: Zhang Bing
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
|
Cheer Holding, Inc. (Name of Issuer) |
Class A Ordinary Shares, par value $0.15 per share (Title of Class of Securities) |
(CUSIP Number) |
Bing Zhang 19F, Block B, Xinhua Technology Bldg, No. 8 Tuofangying Rd, Chaoyang Beijing, F4, 100016 86-138-1035-5988 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Bing Zhang | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,143.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
All of the share numbers presented in this Amendment have been adjusted to reflect the following share consolidations effected by the Issuer: a one-for-ten share consolidation completed on November 24, 2023, a one-for-fifty share consolidation completed on December 22, 2025, and a one-for-three share consolidation completed on April 6, 2026.
The calculation of the percent of class in Row 13 is based on 1,562,119 Class A ordinary shares, par value $0.15, outstanding of the Issuer as of April 10, 2026, based on information provided to the Reporting Person by the Issuer. Does not include 500,000 Class B ordinary shares ("Class B Shares") directly held by Mr. Zhang. Each Class A Share shall be entitled to one (1) vote, and each Class B Share shall be entitled to one hundred (100) votes. 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.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Happy Starlight Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,636.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
All of the share numbers presented in this Amendment have been adjusted to reflect the following share consolidations effected by the Issuer: a one-for-fifty share consolidation completed on December 22, 2025, and a one-for-three share consolidation completed on April 6, 2026.
The calculation of the percent of class in Row 13 is based on 1,562,119 Class A ordinary shares, par value $0.15, outstanding of the Issuer as of April 10, 2026, based on information provided to the Reporting Person by the Issuer. Does not include 500,000 Class B ordinary shares ("Class B Shares") directly held by Mr. Zhang. Each Class A Share shall be entitled to one (1) vote, and each Class B Share shall be entitled to one hundred (100) votes. 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.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.15 per share | |
| (b) | Name of Issuer:
Cheer Holding, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
19F, Block B, Xinhua Technology Bldg, No. 8 Tuofangying Rd, Chaoyang, Beijing,
CHINA
, 100016. | |
Item 1 Comment:
This Amendment No. 7 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on February 24, 2020, the Amendment No.1 to the Schedule 13D filed with the SEC on May 5, 2021, the Amendment No. 2 to the Schedule 13D filed with the SEC on March 14, 2022, the Amendment No. 3 to the Schedule 13D filed with the SEC on April 22, 2022, the Amendment No. 4 to the Schedule 13D filed with the SEC on July 12, 2022, the Amendment No. 5 filed with the SEC on April 11, 2023, and the Amendment No. 6 filed with the SEC on September 10, 2024 (as amended, the "Original Schedule 13D") by Happy Starlight Limited, a British Virgin Islands company ("HSL"), and Mr. Bing Zhang (each, a "Reporting Person" and together with HSL, the "Reporting Persons"). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original Schedule 13D. This Amendment is being filed to report a change in the percentage of the beneficial ownership of the Reporting Person as a result of an increase in the number of Class A Shares outstanding of the Issuer. | ||
| Item 2. | Identity and Background | |
| (b) | 1(b) and 2(b) of Item 2 of the Original Schedule 13D are amended as follows:
The principal business address of each of the Reporting Person is 19F, Block B, Xinhua Technology Building, No. 8 Tuofangying South Road, Jiuxianqiao, Chaoyang District, Beijing, China 100016. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Rows 11 and 13 of each Reporting Person's cover page to this Amendment set forth the aggregate number of shares of Class A Shares and percentages of the shares of Class A Shares beneficially owned by such Reporting Person and are incorporated by reference.
Mr. Zhang is the sole director and sole shareholder of HSL and is deemed to be the beneficial owner of all of the Class A Shares held by HSL. As of the date hereof, Mr. Zhang may be deemed to beneficially own an aggregate of 13,143 Class A Shares. The foregoing does not include 500,000 Class B Shares directly held by Mr. Zhang. Each Class A Share shall be entitled to one (1) vote, and each Class B Share shall be entitled to one hundred (100) votes. 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.
The calculation of the percentage of Class A Shares outstanding beneficially owned by such Reporting Person is based upon 1,562,119 Class A Shares outstanding as of April 10, 2026 based on information provided to the Reporting Person by the Issuer. | |
| (b) | Rows 7 through 10 of each Reporting Person's cover page to this Amendment set forth the number of shares of Class A Shares as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
Mr. Zhang is the sole director and sole shareholder of HSL and is deemed to be the beneficial owner of all of the Class A Shares held by HSL. In addition, Mr. Zhang directly holds 500,000 Class B Shares, which represents all the outstanding Class B Shares, each of which is entitled to one hundred (100) votes per share. As of the date hereof, Mr. Zhang may be deemed to beneficially own (i) 507 Class A Shares held directly by Mr. Zhang, (ii) 12,636 Class A Shares held by HSL, and (iii) 500,000 Class B Shares.
As a result, Mr. Zhang has sole voting power of 50,000,507 shares (which includes the 50,000,000 votes provided by the Class B Shares voting together as a single class with the Class A Shares) and shared voting power of 50,013,143 shares (which includes the 50,000,000 votes provided by the Class B Shares voting together as a single class with the Class A Shares). Reflects total aggregate voting power of 50,013,143 shares voting as a single class, or 97.0%, as of the date hereof. | |
| (c) | None. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule 13D is hereby amended to add the following:
Exhibit 99.1 Joint Filing Agreement | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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