Cheer Holding, Inc. (CHR) announced that its board has created a special committee to evaluate two preliminary, non‑binding proposals to acquire all outstanding Class A shares. The offers, dated November 1 and November 4 2025, come from Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd., a current shareholder, and Excel Ally Ventures Limited, a strategic investor. Zhongsheng Dingxin proposes $0.56 per share, while Excel Ally offers $0.52 per share, both representing a premium over the company’s current market valuation.
Cheer Holding’s financial performance has been in decline. Revenue fell 3.37 % year‑over‑year in 2024, and earnings dropped 14.80 % in the same period. Net profit margins contracted from 21.9 % to 14.5 %. The company also received a Nasdaq notification of non‑compliance with the minimum bid‑price requirement of $1.00 per share on October 20 2025, with a 180‑day compliance window that ends on April 14 2026. In early November, Cheer Holding raised $15 million through a registered direct offering, underscoring its need for additional capital amid these challenges.
The two offers provide a significant premium over the company’s depressed valuation, signaling that strategic investors see intrinsic value beyond the current market price. Acceptance of either proposal would likely result in a private‑company transition and a Nasdaq delisting, which could affect liquidity for existing shareholders. While the offers are cash‑based and would not immediately dilute shareholders, the potential for future capital raises or restructuring could create dilution risks if the company pursues additional financing after a takeover.
The committee is chaired by Chairman Bing Zhang and includes independent directors Zhihong Tan and Yong Li. It will retain external advisors to assess the offers and recommend a course of action. The proposals are non‑binding, and the board has not yet made any decision. Cheer Holding has made the proposal letters available in its current Form 8‑K filing, allowing investors to review the terms in detail.
The formation of the committee and the evaluation of these offers are material events that introduce a new ownership scenario for Cheer Holding. The company’s ongoing financial headwinds, Nasdaq compliance issue, and recent capital raise provide context for why the board is open to a potential takeover. The event underscores the competitive environment for Chinese technology firms, where strategic investors seek control of high‑growth platforms that integrate AI, 5G, VR, and AR technologies.
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