Cheer Holding, Inc. (NASDAQ: CHR) announced a 1‑for‑50 share consolidation of its Class A ordinary shares, effective at 4:05 p.m. ET on December 22, 2025. The consolidation will reduce the number of outstanding Class A shares from roughly 234.3 million to 4,686,199, while the company’s authorized share capital remains unchanged at $500,700, divided into 10,000,000 Class A shares of $0.05 par value, 500,000 Class B shares of $0.001 par value, and 2,000,000 preferred shares of $0.0001 par value. Shareholders holding shares in book‑entry or street‑name form will have their holdings automatically adjusted; fractional shares will be rounded up to the next whole number, and the consolidation is not expected to alter the overall value of shareholders’ holdings.
The consolidation is a direct response to a delisting notice received from Nasdaq on November 19, 2025, which cited the company’s share price falling below the $1.00 minimum bid requirement and the $0.10 secondary listing threshold. By raising the per‑share price above $1.00, Cheer Holding aims to satisfy Nasdaq’s listing rules and avoid removal from the Capital Market. The company’s board has scheduled a hearing on the delisting appeal for January 13, 2026, and the consolidation will take effect before that date to demonstrate compliance. A prior 1‑for‑10 consolidation in November 2023 underscores the recurring nature of the company’s bid‑price challenge.
Cheer Holding’s financial performance in recent periods has been mixed. Revenue in 2024 declined 3.37% to $147.20 million, and earnings fell 14.80% to $25.97 million, reflecting weaker demand in core segments and higher operating costs. In the first half of 2025, earnings per share dropped from $1.23 to $1.04, while the company maintained strong cash reserves and low debt, giving it some flexibility to pursue capital‑raising activities. The share consolidation does not alter the company’s capital structure but does reduce the number of shares outstanding, which could improve liquidity and make the stock more attractive to institutional investors.
In addition to the consolidation, Cheer Holding has recently closed a $15 million registered direct offering to strengthen its balance sheet. The board is also evaluating two preliminary non‑binding acquisition proposals from Zhongsheng Dingxin Investment Fund Management and Excel Ally Ventures Limited, indicating a willingness to explore strategic alternatives. These actions suggest the company is actively seeking ways to improve its financial position and address the challenges that led to the Nasdaq delisting notice.
The consolidation is a mechanical measure to meet regulatory requirements; it does not guarantee that the company will remain listed if the share price fails to stay above $1.00 after the split. The company’s ongoing financial headwinds, coupled with the need for a hearing and the possibility of further consolidation or other corporate actions, highlight the uncertainty surrounding its long‑term listing status and overall market perception. Investors should view the consolidation as a compliance step rather than a signal of improved fundamentals.
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