Cheer Holding, Inc.
For the period ended Jul 10, 2026. Filed Jul 10, 2026.
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Jul 10, 2026 · Filed Jul 10, 2026
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Explanatory Note
Increase in Authorized Share Capital
On July 7, 2026, at the 2026 Annual General Meeting of Cheer Holding, Inc. (the “Company”), the shareholders of the Company authorized and approved an increase in the authorized share capital of the Company 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”). In connection with the Share Increase, the Company filed a notice (the “Notice”) effecting the Share Increase with the Registrar of Companies of the Cayman Islands on July 7, 2026, which is incorporated into the Company’s Third Amended and Restated Memorandum and Articles of Association (the “MAA”).
A copy of the Notice is attached hereto as Exhibit 3.1.
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