John P. Yung 2020 West El Camino Avenue, Suite 700 Sacramento, California 95833 John.Yung@lewisbrisbois.com Direct: 916.646.8288

July 22, 2024

Via EDGAR

Amendment No. 1 to Registration Statement on Form F-3

Filed June 24, 2024

File No. 333-279221

Dear Sir/Madam:

On behalf of Cheer Holding, Inc. (the “Company”), we are responding to the Staff’s comment letter dated July 10, 2024, related to the above referenced Amendment No. 1 to Registration Statement on Form F-3. For ease of reference, we have copied the Staff’s comments in italics as indicated below with the Company’s responses.

Amendment No. 1 to Registration Statement on Form F-3
Description of Debt Securities, page 70

RESPONSE:

As previously indicated and as indicated in Amendment No. 2 to the Registration Statement on page 70, in connection with the issuance of any debt securities, the Company does not intend to issue them pursuant to a trust indenture. The Company further clarifies that it will not issue debt securities in which the aggregate principal amount of outstanding will not exceed $10,000,000 in the aggregate during a 36-month period. We believe that this clarification is consistent with CD&I 205.01, 205.02, and 201.02. However, if a trust indenture is requested by a placement agent, underwriter or broker-dealer as a condition of the financing, the Company will provide and enter into a trust indenture, unless the Company is required to register such trust indenture under the Trust Indenture Act, in which the Company will pass on the financing under this registration statement.

U.S. Securities and Exchange Commission

July 22, 2024

Page 2

General

RESPONSE:

In response to the Staff’s comments, the Company has revised its disclosure to update its description of its CheerReal platform beginning on page 10 of Amendment No. 2 to Form F-3.

The Company clarifies that the NFTs on CheerReal cannot be transferred outside the platform, and that CheerReal does not support outside transfers. The Company further clarifies that the primary purpose of NFTs within CheerReal is to meet the needs of its users that own digital art collections. For example, users can display their NFT digital artworks within the CHEER ecosystem, such as on electronic picture frame products, televisions, and other devices that are linked within the CHEER ecosystem. In addition, users who own specific types of NFTs can also participate in art gatherings hosted by the Company, which will provide them the opportunity to meet and communicate one-on-one with their favorite artists. The Company believes that by leveraging the use of NFTs and new forms of technology, artists and art collectors can transition from traditional offline art ownership to online platforms, which can lead to the expansion of the influence and popularity of artists, enhance the artistic value of their work, while also meeting the needs of consumers in their pursuit and appreciation of art.

U.S. Securities and Exchange Commission

July 22, 2024

Page 3

The Company confirms that CheerReal does not support any other forms of value transfer or transactions involving its NFTs. As previously indicated, users of CheerReal can only exchange, or gift, NFTs on the platform for no additional fee. The Company clarifies that the “auction” mentioned in the prior press release refers to a primary market auction in connection with the initial issuance of the NFT artworks, and that there is no secondary market for NFTs on CheerReal; as such, there is no “auctioning” of the NFTs among users on the CheerReal platform. The Company further confirms that the purpose of CheerReal is to provide artists with a new digital art solution that is different from traditional offline art ownership through the issuance of NFTs of the artist’s artwork, and not create a secondary market for NFTs. The Company believes that this approach will enhance the artists' personal visibility on a larger scale, and creates income for artists through NFT technology, and expands the methods and impact of how art is displayed, thus creating a new ecosystem for digital art assets.

Please contact me at 916-646-8288, or my partner, Daniel B. Eng, at 415-262-8508, with any questions or further comments regarding the Company’s responses to the Staff’s comments.