The sale of super-voting Class B shares for a nominal sum transfers effective control to an opaque Hong Kong entity. Monitor for any subsequent filings (e.g., new 13D by Lioness Limited) that may reveal the purchaser's intentions, strategy, or plans for the company. Zhang's continued executive role suggests operational continuity, but the change in control introduces significant governance uncertainty.
Price Chart
Executive Summary
Bing Zhang, Chairman/CEO/interim CFO of Cheer Holding, sold all 500,000 Class B shares (representing ~96.44% of total voting power) to Lioness Limited for $500. This is an exit filing for the reporting persons, who have ceased to be >5% beneficial owners of Class A shares. The sale transfers effective control of the company to a new Hong Kong-based entity, while Zhang remains in his executive roles.
Key Financial Metrics
Key Facts
- Bing Zhang sold all 500,000 Class B shares (100% of Class B shares outstanding) to Lioness Limited for $500 total consideration on September 16, 2026.
- Class B shares carried 100 votes per share vs. 1 vote per Class A share, so the sold shares represented ~96.44% of total voting power.
- This is the final amendment (exit filing) to the Schedule 13D; each reporting person has ceased to be a >5% beneficial owner of Class A shares.
- Zhang remains Chairman, CEO, and interim CFO of Cheer Holding after the sale.
- The purchaser, Lioness Limited, is a Hong Kong company; the filing does not disclose its ultimate beneficial owners or intentions.
- Zhang cited personal health reasons and belief that the purchaser's resources could support the company's international expansion.
Financial Impact
Transfer of ~96.44% voting control for nominal $500 consideration; no financial impact on company operations or balance sheet disclosed.
Risk Factors
- New controlling shareholder (Lioness Limited) has no disclosed track record or strategic plan for Cheer Holding.
- Potential for related-party transactions, asset stripping, or other actions adverse to minority Class A shareholders.
- Zhang's stated health reasons raise succession risk for key executive roles.
- Lack of transparency around Lioness Limited's ultimate beneficial owners.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 13D/A Filing (Primary) | 0001213900-26-101030 |
| Document: 0001213900-26-101030-index-headers.html | 0001213900-26-101030 |
| Document: 0001213900-26-101030-index.html | 0001213900-26-101030 |
| Document: 0001213900-26-101030.txt | 0001213900-26-101030 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 23, 2026 4w ago | SC 13D | $1.60 | awaiting T+60 | — | $1.23 (+23.22%) |
Sep 17, 2026 5w ago | SC 13D/A | $1.56 | awaiting T+60 | — | $1.23 (+21.25%) |
Sep 17, 2026 5w ago | 6-K | $1.56 | awaiting T+60 | — | $1.23 (+21.25%) |
Jul 28, 2026 13w ago | 6-K | $1.93 $1.31 | ▲ +32.12% | ▲ +36.47% | $1.23 (+36.35%) |
Jul 28, 2026 13w ago | Press Release | $1.93 $1.31 | ▲ +32.12% | ▲ +36.47% | $1.23 (+36.35%) |
Jul 8, 2026 15w ago | Press Release | $1.84 $1.65 | ▲ +10.33% | ▲ +11.96% | $1.23 (+33.23%) |
Mar 23, 2026 31w ago | Press Release | $2.70 $2.07 | ▼ −23.33% | ▼ −36.39% | $1.23 (−54.50%) |
US Market Status
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