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CORRESP
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filename1.htm

    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

    U.S.
    Securities and Exchange Commission

    Division
    of Corporation Finance

    Office
    of Crypto Assets

    100
    F Street NE

    Washington,
    DC 20549

 Re: Cheer
                                            Holding, Inc.

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

 1. Your
                                            response to prior comment 8 indicates that you do not intend to issue any debt securities
                                            pursuant to a trust indenture upon reliance on Section 304(a)(8) of the Trust Indenture Act
                                            and Rule 4a-1 promulgated thereunder. Please provide an analysis of how you believe you will
                                            qualify for this exemption. Additionally, we note that your existing disclosure in this section
                                            contains several references to the potential use of an indenture or a trust. As you have
                                            indicated you are relying on the exemption for securities issued other than under an indenture,
                                            please remove these references or advise. Lastly, please disclose the effects and risks of
                                            not being subject to the provisions of the Trust Indenture Act.

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.

    ARIZONA
    • CALIFORNIA • COLORADO • CONNECTICUT • DELAWARE • FLORIDA • GEORGIA • ILLINOIS • INDIANA
    • KANSAS • KENTUCKY • LOUISIANA MARYLAND • MASSACHUSETTS • MINNESOTA • MISSISSIPPI • MISSOURI
    • NEVADA • NEW JERSEY • NEW MEXICO • NEW YORK • NORTH CAROLINA OHIO • OREGON • PENNSYLVANIA •
    RHODE ISLAND • TENNESSEE • TEXAS • UTAH • VIRGINIA • WASHINGTON • WASHINGTON D.C. • WEST VIRGINIA

U.S.
Securities and Exchange Commission

July 22, 2024

Page
2

General

 2. We
                                            note your response to prior comments 1 and 2, particularly your statement that “Upon
                                            purchase of an NFT on CheerReal, users obtain an authenticated digital artwork and can exchange
                                            them with other users. There is no secondary market for the NFTs and the purchase and sale
                                            of NFTs among users is not allowed on CheerReal.” We have the following additional
                                            questions:

 ● Please
                                            clarify whether the NFTs can be transferred outside your platform.

 ● Please
                                            explain in greater detail how the NFTs can be used within or interact with the platform.
                                            In this regard, we note a company press release indicating that the platform aims to connect
                                            “virtual and real economy through innovative digital art and a diverse and inclusive
                                            metaverse world.”

 ● Please
                                            explain whether there is any means by which the NFTs can be sold or otherwise transferred
                                            for value. In this regard, we note a company press release referring to the ability to “auction”
                                            them through the platform. We also note a company press release stating that “CheerReal
                                            aims to accelerate the digitization of cultural and art works, promote and maximize the value
                                            of digital assets, and create a new ecosystem of the digital asset economy.”

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.

    LEWIS
    BRISBOIS BISGAARD & SMITH LLP

    www.lewisbrisbois.com

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.

    Very
truly yours,

    /s/ John
    P. Yung

    John
    P. Yung of

    LEWIS
    BRISBOIS BISGAARD & SMITH llp

    LEWIS
    BRISBOIS BISGAARD & SMITH LLP

    www.lewisbrisbois.com