Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2023
Commission File Number: 001-38631
Cheer Holding, Inc.
22F, Block B, Xinhua Technology Building,
No. 8 Tuofangying South Road,
Jiuxianqiao, Chaoyang District, Beijing, China 100016
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
As previously reported, on October 31, 2023, the shareholders of Cheer Holding, Inc., f/k/a Glory Star New Media Group Holdings Limited (the “Company”), passed a special resolution to change the Company’s name from “Glory Star New Media Group Holdings Limited” to “Cheer Holding, Inc.” (the “Name Change”). On November 1, 2023, the Company filed a certificate of incorporation on change of name with the Registry of Companies, Cayman Islands, reflecting the Name Change.
On November 8, 2023, in connection with the Name Change, the Company issued a press release announcing that its ticker symbol for its ordinary shares on the Nasdaq Capital Market will change from “GSMG” to “CHR.” The Company’s warrants will continue to trade under the ticker symbol “GSMGW”. The Company’s ordinary shares will commence trading on the Nasdaq Capital Market under the new name and trading symbol at the open of market trading on November 9, 2023.
No action by the Company's shareholders is required with respect to the name and ticker symbol change. The CUSIP number for the Company’s ordinary shares will remain unchanged.
A copy of the Certificate of Incorporation on Change of Name is attached hereto as Exhibit 3.1. A copy of the press release is attached hereto as Exhibit 99.1.
INCORPORATION BY REFERENCE
This report and Exhibit 99.1 to this Form 6-K shall be deemed to be incorporated by reference in the registration statements of on Form S-8 (File No. 333-237788) and on Form F-3 (File No. 333-248554), each as filed with the Securities and Exchange Commission, to the extent not superseded by documents or reports subsequently filed.
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EXHIBIT INDEX
| Exhibit | Exhibit Description | |
| 3.1 | Certificate of Incorporation on Change of Name | |
| 99.1 | Press Release Dated November 8, 2023. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Cheer Holding, Inc. | ||
| By: | /s/ Bing Zhang | |
| Name: | Bing Zhang | |
| Title: | Chief Executive Officer | |
| Dated: November 8, 2023 | ||
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Exhibit 3.1
Exhibit 99.1
Glory Star Announces Name and Trading Symbol Change
BEIJING, Nov 08, 2023 (GLOBE NEWSWIRE) – Cheer Holding, Inc. (f/k/a Glory Star New Media Group Holdings Limited) (NASDAQ: GSMG) (“Cheer Holding” or the “Company”), a leading provider of next-generation mobile internet infrastructure and platform services, today announced it has changed its legal name from Glory Star New Media Group Holdings Limited. to Cheer Holding, Inc.
In connection with the name change, the Company will also change its trading symbol for tis ordinary shares from “GSMG” to “CHR”. The Company’s warrants will continue to trade under the ticker symbol “GSMGW”. The Company’s ordinary shares will commence trading on the Nasdaq Capital Market under the new name and trading symbol at the market open on November 9, 2023. With the name change, the Company’s name will be consistent with its main products, further enhancing the Company’s brand recognition.
No action by the Company’s shareholders is required with respect to the name and ticker symbol change. The CUSIP number for the Company’s ordinary shares will remain unchanged.
About Cheer Holding, Inc.
As a preeminent provider of next-generation mobile internet infrastructure and platform services in China, Cheer Holding is dedicated to building a digital ecosystem that integrates “platforms, applications, technology, and industry” into a cohesive system, thereby creating a new, open business environment for web3.0 that leverages AI technology. The Company is developing a 5G+VR+AR+AI shared universe space that builds on cutting-edge technologies including blockchain, cloud computing, extended reality, and digital twin.
Cheer Holding’s portfolio includes a wide range of products and services, such as Polaris Intelligent Cloud, CHEERS Telepathy, CHEERS Open Platform, CHEERS Video, CHEERS e-Mall, CheerReal, CheerCar, CheerChat, CHEERS Fresh Group-Buying E-commerce Platform, Digital Innovation Research Institute, CHEERS Livestreaming, variety show series, IP short video matrix, and more. These offerings provide diverse application scenarios that seamlessly blend “online/offline” and “virtual/reality” elements.
With “CHEERS+” at the core of Cheer Holding’s ecosystem, the Company is committed to consolidating and strengthening its core competitiveness, and achieving long-term sustainable and scalable growth.
For more information, please visit http://ir.gsmg.co/.
Safe Harbor Statement
Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. 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. Important factors, among others, are: the ability to manage growth; ability to identify and integrate other future acquisitions; ability to obtain additional financing in the future to fund capital expenditures; fluctuations in general economic and business conditions; costs or other factors adversely affecting our profitability; litigation involving patents, intellectual property, and other matters; potential changes in the legislative and regulatory environment; a pandemic or epidemic; the occurrence of any event, change or other circumstances that could affect the Company’s ability to continue successful development and launch of its metaverse experience centers; the possibility that the Company may not succeed in developing its new lines of businesses due to, among other things, changes in the business environment and technological developments, competition, changes in regulation, or other economic and policy factors; disruptions or other business interruptions that may affect the operations of our products and services, the possibility that the Company’s new lines of business may be adversely affected by other economic, business, and/or competitive factors; other factors, 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 22, 2023, as amended. 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.
For investor and media inquiries, please contact:
Wealth Financial Services LLC
Connie Kang, Partner
Email: ckang@wealthfsllc.com
Tel: +86 1381 185 7742 (CN)