| Item 1. | |
| (a) | Name of issuer:
Cheer Holding, Inc. |
| (b) | Address of issuer's principal executive offices:
19F, Block B, Xinhua Technology Bldg, No. 8 Tuofangying South Road, Jiuxianqiao, Chaoyang District, Beijing, China 100016 |
| Item 2. | |
| (a) | Name of person filing:
S.H.N. Financial Investments Ltd. |
| (b) | Address or principal business office or, if none, residence:
Herzliya Hills
Arik Einstein 3, Israel, 4610301 |
| (c) | Citizenship:
Israel |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.001 per share |
| (e) | CUSIP No.:
G39973204 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
2,537,313
This amendment refers to a Schedule 13G filed with the Securities and Exchange Commission on October 9, 2025, covering 2,432,016 Class A Ordinary Shares purchased on October 2, 2025. The amounts in Row (5), (7) and (9) include 2,537,313 Series A Warrants to purchase Class A Ordinary Shares. The percentage set forth on Row (11) of the cover page for the reporting person is based on 89,309,902 Class A Ordinary Shares outstanding as of November 5, 2025, based on the Issuer's Prospectus Supplement filed under Rule 424(b)(5) with the Securities and Exchange Commission on November 6, 2025.
Nir Shamir is the Chief Executive Officer of the Reporting Person. As such, Mr. Shamir may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the securities described herein. To the extent Mr. Shamir is deemed to beneficially own such securities, Mr. Shamir disclaims beneficial ownership of these securities for all other purposes. |
| (b) | Percent of class:
2.8% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
2,537,313
|
| | (ii) Shared power to vote or to direct the vote:
0
|
| | (iii) Sole power to dispose or to direct the disposition of:
2,537,313
|
| | (iv) Shared power to dispose or to direct the disposition of:
0
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
Ownership of 5 percent or less of a class
|
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|