Cheer Holding Forms Special Committee to Consider Two Preliminary Non-Binding Proposals for Full Share Acquisition

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BEIJING, Nov. 18, 2025 — Cheer Holding, Inc. (NASDAQ: CHR) (“Cheer Holding,” or the “Company”), a prominent provider of advanced mobile internet infrastructure and platform services, today announced that its Board of Directors (the “Board”) has established a special committee (the “Special Committee”) to, among other tasks, assess (i) the preliminary non-binding proposal letter, dated November 1, 2025, received from Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd., an existing shareholder, offering to acquire all outstanding Class A ordinary shares of the Company, par value $0.001 per share (“Class A Shares”), which it does not currently own, for US$0.56 in cash per Class A Share, and (ii) the preliminary non-binding proposal letter, dated November 4, 2025, from Excel Ally Ventures Limited, proposing to acquire all outstanding Class A Shares for US$0.52 in cash per Class A Share (collectively referred to as the “Proposed Transactions”). The Special Committee consists of Chairman Bing Zhang and independent directors Messrs. Zhihong Tan and Yong Li, all of whom are considered disinterested with respect to the Proposed Transactions, with Chairman Zhang serving as its head. The Special Committee will have the authority to engage advisors, including an independent financial advisor and independent legal counsel, to assist in its evaluation.

The Board advises the Company’s shareholders and others considering trading the Company’s securities that it has not reached any decisions regarding the Proposed Transactions. There is no assurance that a definitive offer will be made, that any agreement will be executed, or that the Proposed Transactions or any other potential transaction will be approved or completed.

The Company is not obligated to provide any updates concerning the Proposal Transactions or any other transaction, except as required by applicable law.

Copies of the proposal letters for the Proposed Transactions are available as exhibits to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2025.

About Cheer Holding, Inc.

As a leading provider of next-generation mobile internet infrastructure and platform services in China, Cheer Holding is committed to building a digital ecosystem that integrates “platforms, applications, technology, and industry” into a cohesive system, thereby fostering a new, open business environment for web3.0 powered by AI technology. The Company is developing a 5G+VR+AR+AI shared universe space that leverages cutting-edge technologies including blockchain, cloud computing, extended reality, and digital twin.

Cheer Holding’s offerings include a diverse range of products and services, such as Polaris Intelligent Cloud, CHEERS Telepathy, CHEERS Open Data Platform, CHEERS Video, CHEERS e-Mall, CheerReal, CheerCar, CheerChat, CHEERS Fresh Group-Buying E-commerce Platform, Digital Innovation Research Institute, CHEERS Livestreaming, variety show series, IP short video matrix, and more. These solutions provide varied application scenarios that seamlessly blend “online/offline” and “virtual/reality” elements.

With “CHEERS+” at the core of Cheer Holding’s ecosystem, the Company is dedicated to consolidating and strengthening its core competitiveness, and achieving long-term sustainable and scalable growth.

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Safe Harbor Statement

Certain statements in this release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, words such as “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose,” and variations of these words or similar expressions (or their negative versions) are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, whether the Company will consider or accept a proposal to take the Company private, or the possibility of competing offers. The Company is subject to various risks and uncertainties detailed in documents filed by the Company with the Securities and Exchange Commission from time to time, including the Company’s latest Annual Report on Form 20-F filed with the SEC on March 10, 2025. The Company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. Such information is valid only as of the date of this release.

For investor and media inquiries, please contact:

Wealth Financial Services LLC
Connie Kang, Partner
Email:

Tel: +86 1381 185 7742 (CN)