SCHEDULE: Bigger Capital Exits Significant Cheer Holding Stake

Bigger Capital Fund L P and affiliates reported a 7.09% beneficial ownership in Cheer Holding, Inc. as of October 2, 2025, but subsequently sold all Class A Ordinary Shares and Pre-Funded Warrants by October 3, 2025.

Summary

• Bigger Capital Fund L P, Bigger Capital Fund GP, LLC, and Michael Bigger (collectively, the "Reporting Persons") initially held a 7.09% beneficial ownership in Cheer Holding, Inc.'s Class A Ordinary Shares as of October 2, 2025.
• This beneficial ownership amounted to 1,278,516 Class A Ordinary Shares.
• Additionally, Bigger Capital beneficially owned 1,258,797 Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants, subject to a 9.99% beneficial ownership limitation.
• The Reporting Persons also held 2,537,313 Class A Ordinary Shares issuable upon exercise of Series A Warrants and 2,537,313 Class A Ordinary Shares issuable upon exercise of Series B Warrants, both subject to a 4.99% beneficial ownership limitation.
• As of October 3, 2025, the Reporting Persons sold all 1,278,516 Class A Ordinary Shares and the 1,258,797 Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants, resulting in no beneficial ownership 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, which are subject to a 4.99% beneficial ownership limitation, meaning their ownership is below the 5% threshold for these.

Sentiment

Score: 3

Explanation: The sentiment is negative due to a significant institutional investor completely divesting its substantial stake in the company, which typically signals a lack of confidence or a strategic exit.

Negatives

• A significant institutional investor, Bigger Capital Fund L P and its affiliates, has fully divested its 7.09% beneficial ownership of Class A Ordinary Shares and associated Pre-Funded Warrants in Cheer Holding, Inc. by October 3, 2025.
• This complete exit from a substantial position could be interpreted as a loss of confidence in the company's future prospects or a strategic shift by the investor.

Future Outlook

The filing does not provide any forward-looking statements or guidance from Cheer Holding, Inc. management. It solely details the beneficial ownership activities of Bigger Capital Fund L P and its affiliates.

Industry Context

This filing primarily reflects an institutional investor's portfolio management decisions rather than specific industry trends for Cheer Holding, Inc. The divestment of a significant stake by a major investor could be a reaction to broader market conditions, company-specific performance, or alternative investment opportunities within the industry.

Stakeholder Impact

• Shareholders: The complete divestment by a major institutional investor could lead to negative market sentiment and potential downward pressure on the company's stock price.

Key Dates

Recommendation

The complete divestment of a significant 7.09% stake by Bigger Capital Fund L P and its affiliates, including associated warrants, signals a lack of conviction in Cheer Holding, Inc.'s future prospects from a major institutional investor. This substantial exit could exert downward pressure on the stock price and suggests that other investment opportunities are perceived as more attractive or less risky by this sophisticated investor. Therefore, a 'sell' recommendation is warranted.

Keywords

Cheer Holding Inc., Bigger Capital Fund L P, Beneficial Ownership, Schedule 13G, Class A Ordinary Shares, Warrants, Institutional Investor, Stake Sale