悦享控股美股招股说明书(2025-10-02版)

12,686,565 Units with Each Unit Consisting of: One Class A Ordinary Share (or One Pre-Funded Warrant to Purchase One Class A Ordinary Share in Lieu Thereof)One Series A Warrant to Purchase One Class A Ordinary ShareOne Series B Warrant to Purchase One Class A Ordinary Share 6,293,985 Class A Ordinary Shares Underlying the Pre-Funded Warrants, 12,686,565 Class A Ordinary Shares Underlying theSeries A Warrants and 65,000,000 Class A Ordinary Shares Underlying the Series B Warrants (which contains a zero exerciseprice option) Cheer Holding, Inc., a Cayman Islands exempted company (the “Company,” “CHEER Holding,” ” we” or “us”) is offering ona best-efforts basis 12,686,565 units (the “Units”) with 6,392,580 Units consisting of one class A ordinary share, par value $0.001 pershare (each, a “Class A Share”); one series A warrant to purchase one Class A Share (each, a “Series A Warrant”); and one series Bwarrant to purchase one Class A Share (each, a “Series B Warrant”, and, together with the Series A Warrants, the “Warrants”) and6,293,985 Units consisting of a pre-funded warrant to purchase one Class A Share (each, a “Pre-Funded Warrant”); one Series AWarrant; and one Series B Warrant. We are offering Units consisting of one Class A Share, Series A Warrant and Series B Warrant at apublic offering price of $0.67 per Unit, and Units consisting of a Pre-Funded Warrant, Series A Warrant and Series B Warrant at apublic offering price of $0.669 per Unit (the “Offering”). We are also registering 6,293,985 Class A Shares underlying the Pre-FundedWarrants, 12,686,565 Class A Shares underlying the Series A Warrants and 65,000,000 Class A Shares underlying the Series BWarrants pursuant to a zero exercise price option. Each of the Series A Warrants and the Series B Warrants will have an initial exerciseprice of $0.7035 per Class A Share, subject to standard adjustment provisions, and have a term of one year. The initial exercise price of$0.7035 for each of the Series A and Series B Warrants was determined at 105% of the public offering price of $0.67 per Unit. In theevent that there is no effective registration statement registering the Class A Shares underlying the Series A Warrants and Series BWarrants, both the Series A Warrants and Series B Warrants may be exercised on a cashless basis. In the event that during the Series AWarrant term, we issue Class A Shares or Class A Shares equivalents at a price lower than the then Series A Warrant exercise price, theSeries A Warrant exercise price will be adjusted to the lower of (A) the new issuance price and (B) the lowest VWAP during the five(5) consecutive trading days immediately following the new issuance provided, however, that the Series A Warrant exercise price willnot be lower than $0.1355. In addition, a holder of the Series B Warrants may also effect a “zero exercise price” (the “zero exerciseprice option”) at any time while the Series B Warrants are outstanding. Under the zero exercise price option, the holder of Series BWarrants will receive 5.1235 Class A Shares for each Series B Warrant exercised, which will be more than such number of Class AShares that is issuable upon cash exercise or cashless exercise. Because of the zero exercise price option, it is highly unlikely that anyholder of a Series B Warrant will exercise such Series B Warrant by paying cash. The Units have no stand-alone rights or issued as stand-alone securities. The Class A Shares, or the Pre-Funded Warrants inlieu thereof, can each be purchased in this Offering only with the accompanying the Series A Warrants and the Series B Warrants aspart of the Units, but the component parts of the Units will be immediately separable and issued separately after the close of thisOffering. We are also offering to each purchaser that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99%(or, at the election of the holder, such limit may be increased to up to 9.99%) of our outstanding Class A Shares immediately followingthe consummation of this Offering, a Pre-Funded Warrants each in lieu of one Class A Share. Subject to limited exceptions, a holder ofPre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates,would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the numberof Class A Shares outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will be exercisable for oneClass A Share. The purchase price of each Pre-Funded Warrant is equal to the public offering price per Unit minus $0.001, and theexercise price of each Pre-Funded Warrant will equal $0.001 per share. The Pre-Funded Warrants will be immediately exercisable(subject to the beneficial ownership limitation) and may be exercised at any time until all of the Pre-Funded Warrants are exercised infull. If at the time of any exercise of the Series A