Cheer Holding prices 12.7M units at 67c in public offering

Cheer Holding (CHR) priced a best-efforts public offering with gross proceeds to the Company expected to be approximately $8.5M, before deducting placement agent fees and other estimated expenses payable by the Company, excluding the exercise of any warrants offered. The offering is comprised of 12,686,565 units, consisting of one Class A ordinary share of the Company, par value $0.001 per share, or in lieu thereof, a pre-funded warrant, one series A warrant to purchase one Class A Share and one series B warrant to purchase one Class A Share. The public offering price of a Unit is $0.67. Each of the Series A Warrant and the Series B Warrant will have an exercise price of $0.7035 per Class A Share and be exercisable beginning on the issuance date and ending on the one year anniversary of the issuance date. In addition, a holder of the Series B Warrant may also effect a “zero exercise price” option at any time while the Series B Warrants are outstanding. Under the zero exercise price option, the holder of Series B Warrants will receive 5.1235 Class A Shares for each Series B Warrant exercised. The offering is expected to close on or about October 2, 2025, subject to satisfaction of customary closing conditions. Univest Securities is acting as sole placement agent for the offering. The Company intends to use the net proceeds from the offering for general working capital purposes and other general corporate purposes, including sales and marketing expenses for user acquisition.