SCHEDULE: Cheer Holding Inc. Shareholder Exits Filing

Zhong Sheng Ding Xin Investment Fund Management (Beijing) Co., Ltd. files an exit amendment to its Schedule 13D, reporting a decrease in beneficial ownership below the 5% threshold due to an increase in outstanding shares.

Summary

• Zhong Sheng Ding Xin Investment Fund Management (Beijing) Co., Ltd. (the "Reporting Person") has filed an amendment to its Schedule 13D, indicating it is no longer the beneficial owner of more than 5% of Cheer Holding, Inc.'s Class A Ordinary Shares.
• This change is due to an increase in the total number of outstanding Class A Shares of the Issuer.
• The Reporting Person now beneficially owns 13,441 shares, representing 0.9% of the outstanding shares as of April 14, 2026.
• This filing serves as the final amendment and an "exit filing" for the Reporting Person.
• Share numbers have been adjusted to reflect multiple share consolidations: a one-for-ten consolidation on November 24, 2023, a one-for-fifty consolidation on December 22, 2025, and a one-for-three consolidation on April 6, 2026.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as having a low sentiment score due to the lack of positive operational or financial news and the potential negative implications of multiple share consolidations and a significant shareholder exiting their reporting threshold.

Positives

• The company has experienced an increase in its total outstanding shares, which can sometimes indicate growth or successful capital raises.
• The Reporting Person's exit filing suggests a potential normalization of share ownership structure.

Negatives

• The Reporting Person's beneficial ownership has fallen below the 5% threshold, indicating a reduced stake and potentially less influence.
• The significant number of share consolidations (1-for-10, 1-for-50, 1-for-3) could signal past financial difficulties or a strategy to increase share price artificially, which can be a concern for investors.

Risks

• The increase in outstanding shares, while not explicitly detailed, could be due to dilutive financing events, which would negatively impact existing shareholders.
• The multiple share consolidations might indicate underlying issues with the company's share price performance or financial stability.

Future Outlook

The filing itself is an exit filing and does not contain forward-looking statements or guidance from the company regarding its future business operations or financial performance. The future outlook for Cheer Holding, Inc. remains unaddressed by this specific document.

Management Comments

• "This Amendment is being filed because the Reporting Person has ceased to be the beneficial owner of more than five percent of the Class A Shares as a result of an increase in the number of Class A Shares outstanding of the Issuer."
• "This Amendment is the final amendment to the Original Schedule 13D and constitutes an 'exit filing' for Reporting Person."

Industry Context

StockSavvy.ai notes that Schedule 13D filings, particularly exit filings like this one, often signal a shift in significant shareholder positions. While this filing indicates a reduction in ownership below a reporting threshold, the underlying reasons for the increase in outstanding shares and the multiple share consolidations are key factors for investors to monitor for Cheer Holding, Inc.'s strategic direction and financial health within its industry.

Stakeholder Impact

• Shareholders: The reduction in beneficial ownership by a former significant shareholder may lead to questions about the company's future prospects or strategic direction. The increase in outstanding shares could also imply dilution, impacting existing shareholders' equity.
• Management: The filing does not directly impact management but may prompt internal discussions regarding shareholder base and company valuation.
• Creditors: No direct impact is indicated, as the filing pertains to equity ownership.

Next Steps

• The Reporting Person has completed its exit filing, indicating no further reporting obligations under Schedule 13D for this entity regarding Cheer Holding, Inc. unless circumstances change significantly.

Key Dates

Keywords

Schedule 13D, Cheer Holding Inc., Beneficial Ownership, Shareholder, SEC Filing, Exit Filing, Ordinary Shares, Share Consolidation