SCHEDULE: Lioness Ltd Acquires Control of Cheer Holding Inc.

Lioness Limited, through its sole shareholder Lim Kien Leong, has acquired all 500,000 Class B ordinary shares of Cheer Holding, Inc., securing approximately 96.44% of the company's aggregate voting power.

Summary

• Lioness Limited, a Hong Kong-based investment company, and its controlling person Lim Kien Leong, a Singaporean citizen, have jointly filed a Schedule 13D.
• This filing reports the acquisition of 500,000 Class B ordinary shares of Cheer Holding, Inc. for a total consideration of US$500.00.
• These Class B shares represent all issued and outstanding Class B shares and carry 100 votes each, granting the reporting persons approximately 96.44% of the company's total voting power.
• The acquisition was completed on September 22, 2026, via a Share Purchase Agreement dated September 16, 2026.
• The reporting persons acquired these shares for investment purposes and to obtain voting control of Cheer Holding, Inc.
• The Class A and Class B shares vote together as a single class, with Class B shares having significantly higher voting power.
• The current Chairman, CEO, and interim CFO, Bing Zhang, continues in these roles post-acquisition.
• The reporting persons intend to review their investment and may engage in discussions regarding the company's business, governance, and strategy.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, indicating a significant shift in control and voting power, though the transaction itself was for a nominal amount. The acquisition of Class B shares grants substantial voting control, which is a key strategic development.

Positives

• Acquisition of significant voting control (approximately 96.44%) through Class B shares.
• Clear statement of investment purpose and intent to review future actions.
• Nominal cost of acquisition (US$500.00) for substantial voting power.
• Continued operation of existing management, ensuring continuity.

Negatives

• The Class B shares are not convertible into Class A shares and can be redeemed by the issuer at par value.
• The acquisition was conducted under Regulation S, implying restrictions on resale in the U.S. for 40 days.
• The purchase price of US$500.00 for all Class B shares may indicate a low valuation or specific circumstances of the transaction.

Risks

• Potential for future strategic changes or board/management alterations initiated by the new controlling shareholder.
• The Class B shares are subject to redemption by the issuer at par value, which could impact their long-term value or control.
• Resale restrictions under Regulation S may limit liquidity for the acquired shares in the short term.

Future Outlook

The reporting persons intend to continuously review their investment in Cheer Holding, Inc. and may engage in discussions with management, the board, and other stakeholders regarding the company's business, operations, governance, capitalization, and strategic direction. They reserve the right to take various actions, including acquiring additional securities, disposing of securities, or proposing changes to the company's structure.

Management Comments

• The reporting persons intend to review their investment in the Issuer on a continuing basis and may from time to time engage in discussions with the Issuer's management, board of directors, shareholders and other persons concerning the Issuer's business, operations, governance, capitalization, strategic direction and other matters.
• Depending on various factors, the Reporting Persons may acquire additional securities, dispose of securities, exercise voting or other rights, propose or support changes to the board, management, governance, capitalization, business or strategic direction of the Issuer, or take any other action described in clauses (a) through (j) of Item 4 of Schedule 13D.

Industry Context

StockSavvy.ai notes that the acquisition of a significant block of high-vote shares, such as Class B shares in this case, is a common strategy to secure control in companies with dual-class share structures. This allows a minority of economic ownership to wield majority voting power, often seen in technology or founder-led companies.

Stakeholder Impact

• Shareholders: The acquisition of majority voting control by Lioness Limited and Lim Kien Leong may lead to changes in corporate strategy and governance, impacting the value and rights of Class A shareholders.
• Management: While the current CEO/Chairman continues in their role, future strategic decisions by the new controlling entity could influence management's direction.
• The Seller (Bing Zhang): Has divested all Class B shares for a nominal amount, potentially indicating a strategic exit or a shift in focus.

Next Steps

• Reporting persons will continue to review their investment.
• Reporting persons may engage in discussions with company management, board, and shareholders.
• Reporting persons may take actions such as acquiring/disposing of securities or proposing changes to the company's structure.

Key Dates

Recommendation

The acquisition of majority voting control is a significant event, but the filing provides limited financial detail about Cheer Holding, Inc. itself. The nominal purchase price and the nature of Class B shares (non-convertible, redeemable) warrant a cautious approach. While control has shifted, the strategic direction and its impact on shareholder value are yet to be fully determined. Therefore, a 'hold' recommendation is appropriate pending further clarity on the new controlling entity's plans and the company's underlying performance.

Keywords

Cheer Holding, Schedule 13D, Class B Shares, Voting Control, Lioness Limited, Lim Kien Leong, Share Purchase Agreement, Regulation S