Cheer Holding, Inc.

Cheer Holding AGM Expands Capital, Reinforces Governance, Signals Equity Dilution

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  <section data-block="information">
    <h3>Information</h3>
    <p>&lt;link type=&quot;text/css&quot; rel=&quot;stylesheet&quot; href=&quot;https://www.globenewswire.com/styles/gnw_nitf.css&quot;&gt;&lt;/li...</p>
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    <h3>AI Summary</h3>
    <p>Cheer Holding, CHR, reported the results of its 2026 AGM held July 7 in Beijing. The company re-elected two Class I directors, ratified Enrome LLP as auditor for 2026, and approved a $7.5 million increase in authorized capital along with the 2026 Equity Incentive Plan, contingent on the share increase. These moves signal funding for expansion but introduce dilution risk and near-term share count growth.</p>
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  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>Shareholders re-elected Jia Lu and Zhihong Tan as Class I directors to 2029.</li><li>Enrome LLP ratified as Cheer Holding&#039;s independent auditor for 2026.</li><li>Authorized share capital increased to $7,500,700 with 46,666,667 new Class A shares.</li><li>Equity Incentive Plan approved, contingent on the Share Increase.</li><li>AGM highlights Cheer Holding&#039;s AI, e-commerce, and metaverse focus.</li></ul>
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  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>Cheer Holding, Inc. (CHR)</strong>: Core subject of the AGM; capital increase and equity plan directly affect share count and valuation.</li><li><strong>Enrome LLP (ENR)</strong>: Independent auditor ratified for 2026; provides governance credibility but no immediate market quote.</li><li><strong>Jia Lu (NA)</strong>: Re-elected Class I director; governance continuity through 2029.</li><li><strong>Zhihong Tan (NA)</strong>: Re-elected Class I director; governance continuity through 2029.</li></ul>
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  <section data-block="category">
    <h3>Corporate Developments</h3>
    <p>Category: Corporate Developments. The AGM outcomes reflect governance stability and a significant capital-structure move, with potential near-term dilution implications for CHR investors.</p>
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  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>Approval of the share-capital increase may pressure CHR on dilution concerns.</li><li>Equity Incentive Plan approval could drive additional share-based compensation.</li><li>Appointment of Enrome LLP as auditor adds governance credibility; impact on price uncertain.</li><li>Re-election of directors signals governance continuity ahead of strategic initiatives.</li></ul>
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  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>AGM date: July 7, 2026 in Beijing.</li><li>Re-elected Class I directors: Jia Lu and Zhihong Tan to 2029.</li><li>Independent auditor Enrome LLP ratified for 2026.</li><li>Authorized share capital increased to US$7,500,700; new class share allocations set.</li><li>Additional 46,666,667 Class A shares created; equity plan approved subject to increase.</li></ul>
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  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>Near-term dilution risk from the share increase and equity plan; monitor CHR&#039;s stock reaction over the next 1–3 quarters.</p>
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<article>
  <section>
    <h2>Cheer Holding, Inc. Announces 2026 Annual General Meeting Results</h2>
    <p><strong>Cheer Holding, Inc.</strong> (NASDAQ: <strong>CHR</strong>) (<em>"Cheer Holding," "we" or the "Company"</em>), a leading provider of next-generation mobile internet infrastructure and platform services, today announced the results of its 2026 Annual General Meeting (the <em>"AGM"</em>), which was held on July 7, 2026 (local time) in Beijing, China.</p>
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  <section>
    <h3>AGM Highlights and Resolutions</h3>
    <p>At the AGM, the Company’s shareholders:</p>
    <ul>
      <li>
        <p>(1)  re-elected Messrs. Jia Lu and Zhihong Tan as Class I directors of the Company to hold office in accordance with the amended and restated memorandum and articles of association of the Company until the 2029 Annual General Meeting and until his respective successor is appointed and duly qualified, or until his earlier resignation or removal;</p>
      </li>
      <li>
        <p>(2)  ratified the appointment of Enrome LLP as the independent registered public accounting firm of the Company for the financial year ending December 31, 2026;</p>
      </li>
      <li>
        <p>(3)  approved a proposal, as an ordinary resolution, to increase the Company’s authorised share capital from US$500,699.95 divided into 3,333,333 Class A ordinary shares of a par value of US$0.15 each, 500,000 Class B ordinary shares of US$0.001 each and 2,000,000 preferred shares of a par value of US$0.0001 each to US$7,500,700.00 divided into 50,000,000 Class A ordinary shares of a par value of US$0.15 each, 500,000 Class B ordinary shares of US$0.001 each and 2,000,000 preferred shares of a par value of US$0.0001 each by the creation of an additional 46,666,667 Class A ordinary shares of a par value of US$0.15 each (the "Share Increase Proposal"); and</p>
      </li>
      <li>
        <p>(4)  approved a proposal, as an ordinary resolution, subject to the approval of the Share Increase Proposal, that the Cheer Holding, Inc. 2026 Equity Incentive Plan be approved and adopted.</p>
      </li>
    </ul>
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  <section>
    <h3>About Cheer Holding, Inc.</h3>
    <p><strong>Cheer Holding</strong> is a leading provider of next-generation mobile internet infrastructure and platform services. The Company operates a comprehensive digital ecosystem that integrates platforms, applications, technology, and industry, with a focus on AI-driven content creation, e-commerce, and metaverse development. For more information, please visit <a href="https://www.globenewswire.com/Tracker?data=elzBFQ4mC51szTeg1ZHleX0pC6Ik3mk7w_j5HX33wujo70Gzsqn6NnGafU4v1NpiASr5RQRaey3A3XJxJ-gmvQ==" rel="nofollow" target="_blank">ir.gsmg.co</a>.</p>
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  <section>
    <h3>Safe Harbor Statement</h3>
    <p>Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. In addition, The Company is subject to a number of risks and uncertainties set forth in documents filed by the Company with the Securities and Exchange Commission from time to time, including the Company’s latest Annual Report on Form 20-F filed with the SEC on March 20, 2026. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Such information speaks only as of the date of this release.</p>
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  <section>
    <h3>Investor and Media Inquiries</h3>
    <p>For investor and media inquiries, please contact:</p>
    <p>James Li<br/>Email: <a href="https://www.globenewswire.com/Tracker?data=0gfYF04t0z1yoleTtcYGp7LEO6Gfr2HdurY4UcDNxTFasdIho35-uPFFytt9NlXy-UHOotF5WTasPbdASVbKYg==" rel="nofollow" target="_blank">ir@gsmg.co</a><br/>Tel: <strong>+86 10 6778 2900 (CN)</strong></p>
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  <section>
    <h3>Key Facts</h3>
    <ul>
      <li>Stock symbol: <strong>CHR</strong> (NASDAQ)</li>
      <li>AGM date and location: <strong>July 7, 2026</strong> in <em>Beijing, China</em></li>
      <li>Auditor: <strong>Enrome LLP</strong> appointed for the year ending <strong>December 31, 2026</strong></li>
      <li>Share capital increase: from <strong>US$500,699.95</strong> to <strong>US$7,500,700.00</strong> with an additional <strong>46,666,667</strong> Class A ordinary shares; Class A par value <strong>US$0.15</strong></li>
      <li>New authorized share capital structure: <strong>50,000,000</strong> Class A ordinary shares, <strong>500,000</strong> Class B ordinary shares, <strong>2,000,000</strong> preferred shares</li>
      <li>Equity Incentive Plan: <strong>approved and adopted</strong> subject to Share Increase Proposal approval</li>
    </ul>
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Cheer Holding, CHR, reported the results of its 2026 AGM held July 7 in Beijing. The company re-elected two Class I directors, ratified Enrome LLP as auditor for 2026, and approved a $7.5 million increase in authorized capital along with the 2026 Equity Incentive Plan, contingent on the share increase. These moves signal funding for expansion but introduce dilution risk and near-term share count growth.

Cheer Holding, Inc.

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Trading Thesis

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Key Facts

Companies Mentioned

Corporate Developments

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