UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of November 2023
Commission
File Number: 001-38631
Cheer
Holding, Inc.
22F,
Block B, Xinhua Technology Building,
No.
8 Tuofangying South Road,
Jiuxianqiao,
Chaoyang District, Beijing, China 100016
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F ☒ Form 40-F ☐
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
As
previously reported, on October 31, 2023, the shareholders of Cheer Holding, Inc., f/k/a Glory Star New Media Group Holdings Limited
(the “Company”), passed a special resolution to change the Company’s name from “Glory Star New Media Group Holdings
Limited” to “Cheer Holding, Inc.” (the “Name Change”). On November 1, 2023, the Company filed a certificate
of incorporation on change of name with the Registry of Companies, Cayman Islands, reflecting the Name Change.
On
November 8, 2023, in connection with the Name Change, the Company issued a press release announcing that its ticker symbol for its ordinary
shares on the Nasdaq Capital Market will change from “GSMG” to “CHR.” The Company’s warrants will
continue to trade under the ticker symbol “GSMGW”. The Company’s ordinary shares will commence trading on the Nasdaq
Capital Market under the new name and trading symbol at the open of market trading on November 9, 2023.
No
action by the Company's shareholders is required with respect to the name and ticker symbol change. The CUSIP number for the Company’s
ordinary shares will remain unchanged.
A
copy of the Certificate of Incorporation on Change of Name is attached hereto as Exhibit 3.1. A copy of the press release is attached
hereto as Exhibit 99.1.
INCORPORATION
BY REFERENCE
This
report and Exhibit 99.1 to this Form 6-K shall be deemed to be incorporated by reference in the registration statements of on Form S-8 (File No. 333-237788) and on Form F-3 (File No. 333-248554), each as filed with the Securities and Exchange Commission,
to the extent not superseded by documents or reports subsequently filed.
EXHIBIT
INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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Cheer Holding,
Inc. |
|
|
|
By: |
/s/
Bing Zhang |
|
Name: |
Bing Zhang |
|
Title: |
Chief Executive Officer |
|
|
|
Dated: November 8, 2023 |
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|
3
Exhibit 3.1
Exhibit 99.1
Glory Star Announces Name and Trading Symbol
Change
BEIJING, Nov 08, 2023 (GLOBE NEWSWIRE) –
Cheer Holding, Inc. (f/k/a Glory Star New Media Group Holdings Limited) (NASDAQ: GSMG) (“Cheer Holding” or the “Company”),
a leading provider of next-generation mobile internet infrastructure and platform services, today announced it has changed its legal name
from Glory Star New Media Group Holdings Limited. to Cheer Holding, Inc.
In connection with the name change, the Company
will also change its trading symbol for tis ordinary shares from “GSMG” to “CHR”. The Company’s warrants
will continue to trade under the ticker symbol “GSMGW”. The Company’s ordinary shares will commence trading on the Nasdaq
Capital Market under the new name and trading symbol at the market open on November 9, 2023. With the name change, the Company’s name
will be consistent with its main products, further enhancing the Company’s brand recognition.
No action by the Company’s shareholders is required
with respect to the name and ticker symbol change. The CUSIP number for the Company’s ordinary shares will remain unchanged.
About Cheer Holding,
Inc.
As a preeminent provider
of next-generation mobile internet infrastructure and platform services in China, Cheer Holding is dedicated to building a digital ecosystem
that integrates “platforms, applications, technology, and industry” into a cohesive system, thereby creating a new, open business
environment for web3.0 that leverages AI technology. The Company is developing a 5G+VR+AR+AI shared universe space that builds on cutting-edge
technologies including blockchain, cloud computing, extended reality, and digital twin.
Cheer Holding’s portfolio includes a wide
range of products and services, such as Polaris Intelligent Cloud, CHEERS Telepathy, CHEERS Open Platform, CHEERS Video, CHEERS e-Mall,
CheerReal, CheerCar, CheerChat, CHEERS Fresh Group-Buying E-commerce Platform, Digital Innovation Research Institute, CHEERS Livestreaming,
variety show series, IP short video matrix, and more. These offerings provide diverse application scenarios that seamlessly blend “online/offline”
and “virtual/reality” elements.
With “CHEERS+” at the core of Cheer
Holding’s ecosystem, the Company is committed to consolidating and strengthening its core competitiveness, and achieving long-term
sustainable and scalable growth.
For more information, please visit http://ir.gsmg.co/.
Safe Harbor Statement
Certain statements made in this release are “forward
looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation
Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,”
“may,” “will,” “should,” “future,” “propose” and variations of these words
or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These
forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause
actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others,
are: the ability to manage growth; ability to identify and integrate other future acquisitions; ability to obtain additional financing
in the future to fund capital expenditures; fluctuations in general economic and business conditions; costs or other factors adversely
affecting our profitability; litigation involving patents, intellectual property, and other matters; potential changes in the legislative
and regulatory environment; a pandemic or epidemic; the occurrence of any event, change or other circumstances that could affect the Company’s
ability to continue successful development and launch of its metaverse experience centers; the possibility that the Company may not succeed
in developing its new lines of businesses due to, among other things, changes in the business environment and technological developments,
competition, changes in regulation, or other economic and policy factors; disruptions or other business interruptions that may affect
the operations of our products and services, the possibility that the Company’s new lines of business may be adversely affected
by other economic, business, and/or competitive factors; other factors, risks and uncertainties set forth in documents filed by the Company
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 22, 2023, as amended. The Company undertakes no obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as required by applicable law. Such information speaks only as of the
date of this release.
For investor and media inquiries, please contact:
Wealth Financial Services LLC
Connie Kang, Partner
Email: ckang@wealthfsllc.com
Tel: +86 1381 185 7742 (CN)
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