As filed with the Securities and Exchange Commission on September
27, 2024
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
| CHEER HOLDING, INC. |
| (Exact name of registrant as specified in its charter) |
| Cayman Islands |
|
Not Applicable |
(State or other jurisdiction of
incorporation or organization |
|
(I.R.S. Employer
Identification Number) |
|
22F, Block B, Xinhua Technology Building,
No. 8 Tuofangying South Road,
Jiuxianqiao, Chaoyang District, Beijing, China
|
|
100016 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Cheer Holding, Inc. 2024 Equity Incentive Plan
COGENCY GLOBAL INC.
122 East 42nd Street, 18th Floor
New York, NY 10168
(Name and Address
of Agent for Service)
(212) 947-7200
(Telephone number,
including area code, of agent for service)
Please send copies of all communications to:
John P. Yung, Esq.
Lewis Brisbois Bisgaard & Smith LLP
2020 West El Camino Avenue, Suite 700
Sacramento, CA 95833
916-646-8288
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☐ |
| |
|
Emerging growth company |
☐ |
If an emerging
growth company, 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This registration statement on Form S-8 (“Registration
Statement”) is being filed by Registrant to register a total of 2,000,000 Class A ordinary shares, US$0.001 par value per share
(“Class A Shares”) under the Cheer Holding, Inc. 2024 Equity Incentive Plan (the “Plan”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified
in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities
Act”). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”)
either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act.
These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8,
taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents by Reference |
The Registrant hereby incorporates by reference
into this Registration Statement the following documents and information previously filed with the Securities and Exchange Commission
(the “Commission”):
| |
● |
The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, and Amendment No. 1 to Form 20-F for the year ended December 31, 2023, filed with the Commission on April 18, 2024 (together, “Form 20-F”); |
| |
|
|
| |
● |
The description of the securities contained in Registrant’s registration statement on Form 8-A filed with the Commission on August 14, 2018, as amended on August 15, 2018, pursuant to Section 12 of the Exchange Act, together with all amendments and reports filed for the purpose of updating that description, including Form 6-K filed with the Commission on September 27, 2024; and |
| |
|
|
| |
● |
The Registrant’s 6-K filed with the Commission on July 31, 2024 (with respect to Exhibits 99.1 and 99.2 to such Form 6-K), August 29, 2024, September 10, 2024, and September 27, 2024. |
All documents, reports and definitive proxy or
information statements filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents; provided, however, that documents, reports and definitive proxy or information statement,
or portions thereof, which are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated
by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated herein
by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein
or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that
statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified
or superseded.
| Item 4. |
Description of Securities |
Not applicable.
| Item 5. |
Interests of Named Experts and Counsel |
Not applicable.
| Item 6. |
Indemnification of Directors and Officers |
Cayman Islands law does not limit the extent to
which a company’s memorandum and articles of association may provide for the indemnification of officers and directors, except to
the extent that any such provisions may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime.
Provisions of the Third Amended and Restated
Memorandum and Articles of Association (“MAA”) of the Registrant
The MAA provide that, to
the maximum extent permitted by law, every current and former Director (as defined in the MAA) and officer of the Registrant (excluding
the Auditor, as defined in the MAA) (each, an “Indemnified Person”), shall be entitled to be indemnified out of the assets of the
Registrant against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses (each, a “Liability”),
which such Indemnified Person may incur in that capacity unless such Liability arose as a result of the actual fraud or willful default
of such person. In addition, the MAA provide that no Indemnified Person shall be liable to the Registrant for any loss or damage
resulting (directly or indirectly) from such Indemnified Person carrying out his or her duties unless that liability arises through the
actual fraud or willful default of such Indemnified Person. The MAA further provide that, for the purposes of the MAA, no Indemnified
Person shall be deemed to have committed “actual fraud” or “willful default” until a court of competent jurisdiction
has made a final, non-appealable finding to that effect.
As well, the MAA provide
that the indemnification and exculpation provisions of the MAA are deemed to form part of the employment contract or terms of
appointment entered into by each Indemnified Person with the Registrant and are accordingly enforceable by such persons against the
Registrant. The MAA also provide that the Directors may purchase and maintain insurance for or for the benefit of any Indemnified
Person including (without prejudice to the generality of the foregoing) insurance against any Liability incurred by such persons in
respect of any act or omission in the actual or purported execution or discharge of their duties or the exercise or purported
exercise of their powers or otherwise in relation to or in connection with their duties, powers or offices in relation to the
Registrant.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers, or control persons, in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim
for indemnification by such director, officer or controlling person of the Registrant in the successful defense of any action, suit or
proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, the Registrant
will, unless in the opinion of our counsel the matter has been settled by controlling, submit to a court of appropriate jurisdiction the
question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
| Item 7. |
Exemption from Registration Claimed |
Not applicable.
| A. |
The undersigned Registrant hereby undertakes: |
| |
1. |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| |
(i) |
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| |
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| |
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
| |
|
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement. |
| |
2. |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| |
3. |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| B. | The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. |
| C. | Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the People’s
Republic of China.
| |
CHEER HOLDING, INC.,
a Cayman Islands exempted company |
| |
|
|
| Dated: September 27, 2024 |
By: |
/s/ Bing Zhang |
| |
Name: |
Bing Zhang |
| |
Title: |
Chief Executive Officer and Interim Chief Financial Officer |
POWER OF ATTORNEY
AND SIGNATURE
Know All Persons By These Presents, that each
person whose signature appears below appoints Bing Zhang as his or her true and lawful attorney-in-fact and agent, with full power of
substitution, for him or her and in his or her name, place and stead, to sign any amendment (including post-effective amendments) to this
registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he may do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any of them, or of his substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date
indicated.
| Signature |
|
Capacity |
|
Date |
| |
|
|
|
|
| /s/ Bing Zhang |
|
Director, Chief Executive Officer, Interim Chief Financial Officer, and Chairman of the Board of
Directors |
|
September 27, 2024 |
| Bing Zhang |
|
(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Zhihong Tan |
|
Director |
|
September 27, 2024 |
|
Zhihong Tan
|
|
|
|
|
| /s/ Jia Lu |
|
Director |
|
September 27, 2024 |
| Jia Lu |
|
|
|
|
| |
|
|
|
|
| /s/ Yong Li |
|
Director |
|
September 27, 2024 |
| Yong Li |
|
|
|
|
| |
|
|
|
|
| /s/ Ke Chen |
|
Director |
|
September 27, 2024 |
| Ke Chen |
|
|
|
|
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
OF THE REGISTRANT
Pursuant to the Securities Act of 1933, as amended, the undersigned,
the duly authorized representative in the United States of Cheer Holding, Inc., has signed this registration statement on September 27,
2024.
| |
/s/
Colleen A. De Vries |
| |
Colleen A. De
Vries, |
| |
Senior Vice-President
on behalf of Cogency Global Inc. |
II-5
Exhibit 5.1
| Our ref |
ZAX/739304-000001/79984635v2 |
|
Cheer Holding, Inc.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
27 September, 2024
Cheer Holding, Inc.
We have acted as counsel as to Cayman Islands
law to Cheer Holding, Inc. (the “Company”) to provide this opinion letter in connection with the Company’s registration
statement on Form S-8, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission
(the “Commission”) under the United States Securities Act of 1933 as amended (the “Act”) (including
its exhibits, the “Registration Statement”) related to the reservation for issuance of 2,000,000 Class A ordinary shares
of the Company of a par value of US$0.001 each (the “Shares”) authorised for issuance pursuant to the Company’s 2024
Equity Incentive Plan (the “Plan”).
We have reviewed originals, copies, drafts or
conformed copies of the following documents, and such other documents as we deem necessary:
| 1.1 | The certificate of incorporation dated 5 February 2018, the certificate of incorporation on the change
of name dated 17 February 2020 and the certificate of incorporation on the change of name dated 1 November 2023 and the amended and restated
memorandum and articles of association of the Company as registered or adopted on 28 August 2024 (the “Memorandum and Articles”). |
| 1.2 | The written resolutions of the board of directors of the Company dated 12 July 2024 (the “Resolutions”). |
| 1.3 | The minutes of the annual general meeting (the “Meeting”) of the Company held on 28 August
2024 (the “Minutes”). |
| 1.4 | A certificate of good standing with respect to the Company issued by the Registrar of Companies (the “Certificate
of Good Standing”). |
| 1.5 | A certificate from a director of the Company, a copy of which is attached to this opinion letter (the
“Director’s Certificate”). |
| 1.6 | The Registration Statement. |
The following opinions are given only as to, and
based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to
the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied
(without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director’s Certificate
and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | The Plan has been or will be authorised and duly executed and unconditionally delivered by or on behalf
of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands). |
| 2.2 | The Plan is, or will be, legal, valid, binding and enforceable against all relevant parties in accordance
with its terms under the laws of the State of California (the “Relevant Law”) and all other relevant laws (other than,
with respect to the Company, the laws of the Cayman Islands). |
| 2.3 | The choice of the Relevant Law as the governing law of the Plan has been made in good faith and would
be regarded as a valid and binding selection which will be upheld by the courts of the State of California and any other relevant jurisdiction
(other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands). |
| 2.4 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies
of, or in the final forms of, the originals. |
| 2.5 | All signatures, initials and seals are genuine. |
| 2.6 | The capacity, power, authority and legal right of all parties under all relevant laws and regulations
(other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver
and perform their respective obligations under the Plan. |
| 2.7 | There is nothing contained in the minute book or corporate records of the Company (which we have not inspected)
which would or might affect the opinions set out below. |
| 2.8 | There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect
the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law. |
| 2.9 | The Company will receive money or money’s worth in consideration for the issue of the Shares and none
of the Shares will be issued for less than their par value. |
Save as aforesaid we have not been instructed
to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion.
Based upon, and subject to, the foregoing assumptions
and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly existing
and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
| 3.2 | The Shares to be offered and issued by the Company pursuant to the provisions of the Plan, have been duly
authorised for issue, and when issued by the Company pursuant to the provisions of the Plan for the consideration fixed thereto and duly
registered in the Company’s register of members (shareholders), will be validly issued and (assuming that all of the consideration is
received by the Company) will be fully paid and non-assessable. |
The opinions expressed above are subject to the
following qualifications:
| 4.1 | The obligations assumed by the Company under the Documents will not necessarily be enforceable in all
circumstances in accordance with their terms. In particular: |
| (a) | enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts
or moratorium or other laws of general application relating to protecting or affecting the rights of creditors and/or contributories; |
| (b) | enforcement may be limited by general principles of equity. For example, equitable remedies such as specific
performance may not be available, inter alia, where damages are considered to be an adequate remedy; |
| (c) | where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable
in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; and |
| (d) | some claims may become barred under relevant statutes of limitation or may be or become subject to defences
of set off, counterclaim, estoppel and similar defences. |
| 4.2 | To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman
Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law. |
| 4.3 | Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title
to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where
an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal
position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified
where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications
are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 3.2, there are no circumstances or matters
of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification
of the register of members of the Company, but if such an application were made in respect of the Class A Ordinary Shares, then the validity
of such shares may be subject to re-examination by a Cayman Islands court. |
| 4.4 | In this opinion letter the phrase “non-assessable” means, with respect to the issuance of shares,
that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant
to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company’s assets
(except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose
or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
We hereby consent to the filing of this opinion
letter as an exhibit to the Registration Statement and to the references to our firm under the headings “Legal Matters”, “Risk
Factors”, “Shareholders’ Suits” and “Enforcement of Civil Liabilities” in the prospectus included in the Registration
Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under section
7 of the Act or the Rules and Regulations of the Commission thereunder.
We express no view as to the commercial terms
of the Documents or whether such terms represent the intentions of the parties and make no comment with regard to warranties or representations
that may be made by the Company.
The opinions in this opinion letter are strictly
limited to the matters contained in the opinions section above and do not extend to any other matters. We have not been asked to review
and we therefore have not reviewed any of the ancillary documents relating to the Documents and express no opinion or observation upon
the terms of any such document.
This opinion letter is addressed to you and may
be relied upon by you, your counsel and purchasers of the Ordinary Shares pursuant to the Registration Statement. This opinion letter
is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.
Yours faithfully
/s/ Maples and Calder (Cayman) LLP
Maples and Calder (Cayman) LLP
Cheer Holding, Inc.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
| To: | Maples and Calder (Cayman) LLP |
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
27 September, 2024
Cheer Holding, Inc. (the “Company”)
I, the undersigned, being a director of the Company,
am aware that you are being asked to provide an opinion letter (the “Opinion”) in relation to certain aspects of Cayman
Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in
the Opinion. I hereby certify that:
| 1 | The Memorandum and Articles remain in full force and effect and are unamended. |
| 2 | The Company has not entered into any mortgages or charges over its property or assets other than those
entered in the register of mortgages and charges of the Company. |
| 3 | The Resolutions were duly passed in the manner prescribed in the Memorandum and Articles (including, without
limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked
in any respect. |
| 4 | The Minutes are a true and correct record of the proceedings of the Meeting, which was duly convened and
held, and at which a quorum was present throughout, in each case, in the manner prescribed in the Memorandum and Articles. The resolutions
set out in the Minutes were duly passed in the manner prescribed in the Memorandum and Articles and have not been amended, varied or revoked
in any respect. |
| 5 | The authorised share capital of the Company is US$200,700 divided into 200,000,000 Class A ordinary shares
of a par value of US$0.001 each, 500,000 Class B ordinary shares of a par value of US$0.001 each and 2,000,000 preferred shares of a par
value of US$0.0001 each. |
| 6 | The shareholders of the Company (the “Shareholders”) have not restricted the powers of
the directors of the Company in any way. |
| 7 | The directors of the Company at the date of the Resolutions and at the date of this certificate were and
are as follows: Yong Li, Jia Lu, Bing Zhang, Ke Chen and Zhihong Tan. |
| 8 | The minute book and corporate records of the Company as maintained at its registered office in the Cayman
Islands and made available to you are complete and accurate in all material respects, and all minutes and resolutions filed therein represent
a complete and accurate record of all meetings of the Shareholders and directors (or any committee thereof) of the Company (duly convened
in accordance with the Memorandum and Articles) and all resolutions passed at the meetings or passed by written resolution or consent,
as the case may be. |
| 9 | Prior to, at the time of, and immediately following the approval of the transactions contemplated by the
Registration Statement, the Company was, or will be, able to pay its debts as they fell, or fall, due and has entered, or will enter,
into the transactions contemplated by the Registration Statement for proper value and not with an intention to defraud or wilfully defeat
an obligation owed to any creditor or with a view to giving a creditor a preference. |
| 10 | Each director of the Company considers the transactions contemplated by the Registration Statement to
be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose of
the Company, in relation to the transactions which are the subject of the Opinion. |
| 11 | To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal,
arbitral, administrative or other proceedings in any jurisdiction and neither the directors nor Shareholders have taken any steps to have
the Company struck off or placed in liquidation. Further, no steps have been taken to wind up the Company or to appoint restructuring
officers or interim restructuring officers, and no receiver has been appointed in relation to any of the Company’s property or assets. |
| 12 | To the best of my knowledge and belief, having made due inquiry, there are no circumstances or matters
of fact existing which may properly form the basis for an application for an order for rectification of the register of members of the
Company. |
| 13 | The Registration Statement has been, or will be, authorised and duly executed and delivered by or on behalf
of all relevant parties in accordance with all relevant laws. |
| 14 | No invitation has been made or will be made by or on behalf of the Company to the public in the Cayman
Islands to subscribe for any of the Shares. |
| 15 | The Shares to be issued pursuant to the Registration Statement have been, or will be, duly registered,
and will continue to be registered, in the Company’s register of members (shareholders). |
| 16 | The Company is not a central bank, monetary authority or other sovereign entity of any state and is not
a subsidiary, direct or indirect, of any sovereign entity or state. |
| 17 | There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands
law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Documents. |
(Signature Page follows)
I confirm that you may continue to rely on this
certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you personally to
the contrary.
| Signature: |
/s/ Bing Zhang |
|
| Name: |
Bing Zhang |
|
| Title: |
Director |
|
6
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We
hereby consent to the incorporation by reference in the Registration Statements on Form S -8 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 (as amended) 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 (as amended), 2022 and 2021, which report appears
in this annual report on Form 20-F for the years ended December 31, 2023 (as amended), 2022 and 2021.
We also consent to the reference of
Assentsure PAC, as an independent registered public accounting firm, as experts in matters of accounting and auditing.
| Very truly yours, |
|
| |
|
| /s/ Assentsure PAC |
|
| |
|
| Singapore |
|
| |
|
| September 27, 2024 |
|
Exhibit
107
CALCULATION
OF FILING FEE TABLE
Form
S-8
(Form
Type)
Cheer
Holding, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered and Carry Forward Securities
| Security
Type | |
Security
Class Type | |
Fee
Calculation
Rate Rule | |
Amount
Registered (1) | |
Proposed
Maximum
Offering
Price Per
Unit | | |
Maximum
Aggregate
Offering
Price | | |
Fee
Rate | | |
Amount
of
Registration
Fee | |
| Equity | |
Class A Ordinary Share, par value
$0.001 per share | |
Other(2) | |
2,000,000 | (3) |
$ | 2.49 | | |
$ | 4,980,000 | | |
$ | 0.0001476 | | |
$ | 735.05 | |
| | |
| |
| |
| |
| | | |
| | | |
| | | |
| | |
| Total Offering
Amount | |
| |
| |
| | | |
$ | 4,980,000 | | |
| | | |
$ | 735.05 | |
| Total Fee Offsets |
| |
| |
| |
| | | |
| | | |
| | | |
| | |
| Net Fees Due |
| |
| |
| |
| | | |
| | | |
| | | |
$ | 735.05 | |
| (1) |
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (“Securities Act”), this Registration Statement also covers
any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.
Pursuant
to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein. |
| |
|
| (2) |
Estimated in accordance
with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee based on the average
the high and low sale price of the Registrant’s Class A Ordinary Shares as reported on NASDAQ on September 23, 2024, which
date is within five business days prior to the filing of this Registration Statement. |
| |
|
| (3) |
Represents the maximum
of 2,000,000 Class A Ordinary Shares currently reserved for issuance pursuant to the Cheer Holding Inc. 2024 Equity Incentive Plan
and subject to adjustment as provided for therein. |
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