| Item 1. | |
| (a) | Name of issuer:
Cheer Holding, Inc. |
| (b) | Address of issuer's principal executive offices:
22F, Block B, Xinhua Technology Building, No. 8 Tuofangying South Road, Jiuxianqiao, Chaoyang District, Beijing, China 100016 |
| Item 2. | |
| (a) | Name of person filing:
(i) Shah Capital Management, Inc. ("Shah Capital")
(ii) Shah Capital Opportunity Fund LP ("Shah Opportunity") |
| (b) | Address or principal business office or, if none, residence:
2301 Sugar Bush Rd., Ste 510, Raleigh, NC, 27612 |
| (c) | Citizenship:
Shah Capital is a North Carolina corporation; Shah Opportunity is a Delaware limited partnership |
| (d) | Title of class of securities:
Ordinary Shares, par value $0.001 |
| (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:
(i) Shah Capital: 1705050
(ii) Shah Opportunity: 1705050 |
| (b) | Percent of class:
(i) Shah Capital: 14.65
(ii) Shah Opportunity: 14.65 |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
(i) Shah Capital: 0
(ii) Shah Opportunity: 0
|
| | (ii) Shared power to vote or to direct the vote:
(i) Shah Capital: 1705050
(ii) Shah Opportunity: 1705050
|
| | (iii) Sole power to dispose or to direct the disposition of:
(i) Shah Capital: 0
(ii) Shah Opportunity: 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
(i) Shah Capital: 1705050
(ii) Shah Opportunity: 1705050
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
|
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
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. |
| |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not applicable. |
| Item 8. | Identification and Classification of Members of the Group. |
| |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not applicable. |
| Item 9. | Notice of Dissolution of Group. |
| |
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not applicable. |