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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Cheer Holding, Inc. (Name of Issuer) |
Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) |
G39973204 (CUSIP Number) |
10/02/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G39973204 |
| 1 | Names of Reporting Persons
BIGGER CAPITAL FUND L P | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,516.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.09 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | G39973204 |
| 1 | Names of Reporting Persons
Bigger Capital Fund GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,516.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.09 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | G39973204 |
| 1 | Names of Reporting Persons
Bigger Michael | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,516.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.09 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Cheer Holding, Inc. | |
| (b) | Address of issuer's principal executive offices:
19F, Block B, Xinhua Technology Building, No. 8 Tuofangying South Road, Jiuxianqiao, Chaoyang District, Beijing, China 100016 | |
| Item 2. | ||
| (a) | Name of person filing:
Bigger Capital Fund, LP ("Bigger Capital")
Bigger Capital Fund GP, LLC ("Bigger GP")
Michael Bigger
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
Bigger Capital Fund, LP
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
Bigger Capital Fund GP, LLC
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
Michael Bigger
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135 | |
| (c) | Citizenship:
Bigger Capital Fund, LP
Delaware
Bigger Capital Fund GP, LLC
Delaware
Michael Bigger
USA | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.001 per share | |
| (e) | CUSIP No.:
G39973204 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of October 2, 2025, Bigger Capital beneficially owned 1,278,516 Class A Ordinary Shares. In addition, Bigger Capital beneficially owned 1,258,797 Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation, which are not included in the amount deemed to be beneficially owned by the Reporting Persons.
The amount does not include: (i) 2,537,313 Class A Ordinary Shares issuable upon the exercise of Series A Warrants, the exercise of which are subject to a 4.99% beneficial ownership limitation, and (ii) 2,537,313 Class A Ordinary Shares issuable upon the exercise of Series B Warrants, the exercise of which are subject to a 4.99% beneficial ownership limitation.
Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the Issuer's securities described herein.
Mr. Bigger, as the managing member of Bigger GP may be deemed to beneficially own the Issuer's securities described herein.
Mr. Bigger, as the managing member of Bigger GP, may be deemed to beneficially own the 1,278,516 Class A Ordinary Shares beneficially owned by Bigger Capital. Does not include: (i) 1,258,797 Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation owned by Bigger Capital, (ii) 2,537,313 Class A Ordinary Shares issuable upon the exercise of Series A Warrants, the exercise of which are subject to a 4.99% beneficial ownership limitation, owned by Bigger Capital, and (iii) 2,537,313 Class A Ordinary Shares issuable upon the exercise of Series B Warrants, the exercise of which are subject to a 4.99% beneficial ownership limitation, owned by Bigger Capital.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Class A Ordinary Shares owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the Class A Ordinary Shares beneficially owned by Bigger Capital. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities. | |
| (b) | Percent of class:
The following percentages are based on the aggregate of: (i) 11,635,568 Class A Ordinary Shares outstanding immediately prior to the offering and (ii) 6,392,580 Class A Ordinary Shares being offered (excluding the Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrants) based upon the Issuer's Prospectus filed under Rule 424(b)(4) with the Securities and Exchange Commission on October 2, 2025.
As of October 2, 2025, each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 7.09% of the outstanding Class A Ordinary Shares. As of October 3, 2025, each of Bigger Capital and Bigger GP had no beneficial ownership due to: (i) the sale of 1,278,516 Class A Ordinary Shares, and (ii) the sale of 1,258,797 Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation.
As of October 2, 2025, Mr. Bigger may be deemed to beneficially own approximately 7.09% of the outstanding Class A Ordinary Shares. As of October 3, 2025, Mr. Bigger had no beneficial ownership due to: (i) the sale of 1,278,516 Class A Ordinary Shares, and (ii) the sale of 1,258,797 Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation.
Regarding Item 5 below, as of October 3, 2025, the Reporting Persons sold all the Class A Ordinary Shares, including the Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants and accordingly, the Reporting Persons as of October 3, 2025, are not the beneficial owners of at least 5.00% of the Issuer's Class A Ordinary Shares. As of October 7, 2025, the Reporting Persons sold the Series B Warrants and may be deemed to beneficially own 2,537,313 Class A Ordinary Shares issuable upon the exercise of Series A Warrants, the exercise of which are subject to a 4.99% beneficial ownership limitation. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9. | ||
| (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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Exhibit Information
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99.1 - Joint Filing Agreement |