SCHEDULE: Bigger Capital, District 2 Disclose 8.83% Stake in Cheer Holding

Investment funds led by Michael Bigger have disclosed an 8.83% beneficial ownership in Cheer Holding, Inc.'s Class A Ordinary Shares as of November 6, 2025.

Summary

• Bigger Capital Fund L P and District 2 Capital Fund LP, along with their related entities and Michael Bigger, collectively reported beneficial ownership of Cheer Holding, Inc.'s Class A Ordinary Shares.
• As of November 6, 2025, Michael Bigger beneficially owned 10,000,000 Class A Ordinary Shares, representing approximately 8.83% of the outstanding class.
• Bigger Capital Fund L P and its general partner, Bigger Capital Fund GP, LLC, each beneficially owned 5,000,000 Class A Ordinary Shares, or 4.41% of the outstanding class.
• District 2 Capital Fund LP and its related entities (District 2 Capital LP, District 2 GP LLC, District 2 Holdings LLC) each beneficially owned 5,000,000 Class A Ordinary Shares, or 4.41% of the outstanding class.
• The reported beneficial ownership amounts exclude 26,250,000 Class A Ordinary Shares issuable upon the exercise of Pre-Funded Warrants for both Bigger Capital and District 2 CF, due to a 9.99% beneficial ownership limitation.
• The reporting persons explicitly state that the securities were not acquired or held for the purpose of changing or influencing the control of Cheer Holding, Inc.
• Subsequent to November 6, 2025, the Reporting Persons sold Class A Ordinary Shares, but as of November 11, 2025, Mr. Bigger still beneficially owns greater than 5.00% of the outstanding Class A Ordinary Shares.

Sentiment

Score: 6

Explanation: The disclosure of a significant passive stake by institutional investors is generally positive, signaling confidence. However, the mention of subsequent sales by the reporting persons tempers this slightly, preventing a higher score.

Positives

• Significant institutional investment from Bigger Capital and District 2 Capital, indicating a notable stake in Cheer Holding, Inc.
• Michael Bigger's aggregate beneficial ownership of 8.83% represents a substantial passive equity position in the company.

Negatives

• Reporting Persons sold Class A Ordinary Shares subsequent to the November 6, 2025 event date, which could be interpreted as a reduction in their position or a rebalancing of their portfolio.

Risks

• The beneficial ownership limitation of 9.99% on Pre-Funded Warrants means a significant number of potential shares (26,250,000 for each fund) are not currently counted towards beneficial ownership, which could impact future dilution or voting power if these limitations are removed or warrants exercised.

Future Outlook

This filing is a disclosure of beneficial ownership by passive investors and does not contain any forward-looking statements or guidance from Cheer Holding, Inc. or the reporting entities regarding the company's future performance.

Industry Context

This filing primarily concerns a change in beneficial ownership by institutional investors and does not provide specific insights into broader industry trends or competitive landscape for Cheer Holding, Inc.

Stakeholder Impact

• Shareholders may view the significant institutional investment as a positive signal of confidence in Cheer Holding, Inc.
• The disclosure of a substantial stake by a group of investors could potentially influence market perception and trading activity for the company's shares.

Key Dates

Keywords

Cheer Holding, CHH, Class A Ordinary Shares, Schedule 13G, Beneficial Ownership, Institutional Investor, Michael Bigger, Bigger Capital, District 2 Capital, SEC Filing, Equity Stake, Passive Investment