UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment
No.1)
☐ REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended: December 31, 2023
OR
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of event requiring this shell company report
For
the transition period from
to
Commission
file number: 001-38631
CHEER
HOLDING, INC.
(Exact
name of Registrant as specified in its charter)
Cayman
Islands
(Jurisdiction
of incorporation or organization)
22F,
Block B, Xinhua Technology Building
No.
8 Tuofangying South Road
Jiuxianqiao,
Chaoyang District, Beijing China 100016
(Address
of Principal Executive Offices)
Bing
Zhang
Telephone: +
86-10-87700500
Email: zhangbing@gsmg.co
22F,
Block B, Xinhua Technology Building
No.
8 Tuofangying South Road
Jiuxianqiao,
Chaoyang District, Beijing China 100016
(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered
or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Exchange on which registered |
| Ordinary Shares, par value $0.001 per share | | CHR | | The Nasdaq Stock Market |
| Warrants, each exercisable for one-half of one Ordinary Share, for $11.50 per whole Ordinary Share | | GSMGW | | The Nasdaq Stock Market |
Securities registered
or to be registered pursuant to Section 12(g) of
the Act: None
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Number
of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual
report: 10,070,012 ordinary shares were outstanding as of December 31, 2023.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth
company. See definition of “accelerated filer and large accelerated filer,” “accelerated filer,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | Emerging growth company ☐ |
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ | | International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | | Other ☐ |
If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow. Item 17 ☐ Item 18 ☐
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities
Exchange Act of 1934). Yes ☐ No ☒
| Auditor Name: | | Auditor Location: | | Auditor Firm ID: |
| Assentsure PAC. | | Singapore | | PCAOB ID#6783 |
EXPLANATORY NOTE
This Amendment No. 1 to Form 20-F (“Amendment No. 1”) amends
our Annual Report on Form 20-F for the fiscal year ended December 31, 2023 (the “Form 20-F”), which was originally filed with
the U.S. Securities and Exchange Commission on March 14, 2024 (the “Original Filing Date”). This Amendment No. 1 is being
filed at the request of our auditor to include the inadvertently omitted Critical Audit Matter (“CAM”). There are no other
changes to the Audit Report or to the Form 20-F.
The consolidated financial statements and notes to the consolidated
financial statements remain the same as the previously filed Form 20-F. In accordance with Rule 12b-15 of the Securities Exchange Act
of 1934, as amended, this Amendment No. 1 includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002,
as amended, dated as of the filing date of this Amendment No. 1.
Except for the changes expressly described above, this Amendment No.
1 continues to present information as at the Original Filing Date and does not amend, supplement or update any information contained in
the Form 20-F to give effect to any subsequent events. The filing of this Amendment No. 1, and the inclusion of newly executed certifications,
should not be understood to mean that any other statements or disclosure contained in the Form 20-F are true and complete as of any date
subsequent to the Original Filing Date, except as expressly noted above. Accordingly, this Amendment No. 1 should be read in conjunction
with the Form 20-F.
PART III
Item 18. FINANCIAL
STATEMENTS
The
consolidated financial statements of Cheer Holding, Inc., and its subsidiaries are included at the end of this annual report.
Item 19. EXHIBITS
EXHIBIT INDEX
SIGNATURES
The
registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.
| |
Cheer Holding, Inc. |
| |
|
|
| |
By: |
/s/ Bing Zhang |
| |
Name: |
Bing Zhang |
| |
Title: |
Chief Executive Officer |
| Date: April 18, 2024 |
|
|
 |
Assentsure PAC |
| UEN - 201816648N |
| 180B Bencoolen Street, |
| #03-01 The Bencoolen, |
| Singapore 189648 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Shareholders and the Board of Directors
of
Cheer Holding, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated
balance sheets of Cheer Holding, Inc. and its subsidiaries (collectively, the “Company”, formerly known as “Glory Star
New Media Group Holdings Limited”) as of December 31, 2023 and 2022, and the related consolidated statements of income and comprehensive
income, shareholders’ equity, and cash flows for the years ended December 31, 2023, 2022 and 2021, and the related notes (collectively
referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2023 and 2022 and the results of its operations and its cash flows
for the years ended December 31, 2023, 2022 and 2021, in conformity with accounting principles generally accepted in the United States
of America (“U.S. GAAP”).
Basis for Opinion
These consolidated financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial
statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provide
a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there are no critical audit matters.
| /s/ Assentsure PAC. |
|
| |
|
| We have served as the Company’s auditor since 2021 |
| |
|
| Singapore, March 14, 2024 |
|
3
U.S. GAAP
true
FY
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xbrli:shares
In connection with the Annual Report of CHEER
HOLDING, INC. (the “Company”) on Form 20-F/A (Amendment No.1) for the year ended December 31, 2023, as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Bing Zhang, Chief Executive Officer and Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to my knowledge:
We hereby consent to the incorporation by reference
in the Registration Statements on Form S-8 (File No. 333- 237788) and Form F-3 (No. 333-248554) of Cheer Holding, Inc. (the “Company”)
of our report dated March 14, 2024 relating to the consolidated balance sheets of the Company as of December 31, 2023 and 2022, and the
related consolidated statements of income and comprehensive income, changes in shareholders’ equity, and cash flows for the years
ended December 31, 2023, 2022 and 2021, which report appears in this annual report on Form 20-F for the years ended December 31, 2023,
2022 and 2021.