Correspondence 0001213900-24-070232 from Cheer Holding, Inc. (CHR, GSMGW) (CIK 0001738758) (CHR)
Cheer Holding, Inc. (CHR, GSMGW) (CIK 0001738758)
Date: Aug. 16, 2024 · CIK: 0001738758 · Accession: 0001213900-24-070232
AI Filing Summary & Sentiment
File numbers found in text: 333-279221
Referenced dates: August 5, 2024
Letter
Via EDGAR Division of Corporation Finance Office of Technology Re: Cheer Holding, Inc. Amendment No. 2 to Registration Statement on Form F-3 Filed July 22, 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 August 5, 2024, related to the above referenced Amendment No. 2 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. 2 to Registration Statement on Form F-3
General
1. We note your response to prior comment 2 and your representations in your response that NFTs on CheerReal cannot be transferred outside of the platform and that CheerReal does not support any other forms of value transfer or transaction involving its NFTs. We also note that page 12 of your Form 20-F for the fiscal year ended December 31, 2023 states that you are developing and maintaining “a marketplace where [y]our users can trade, purchase and sell their NFTs.” Please reconcile your response to prior comment 2 with this disclosure in your Form 20-F. Please confirm, if true, that there is an outright prohibition on reselling the NFTs purchased on CheerReal.
RESPONSE:
In response to the Staff’s comments, the Company respectfully advises the staff that there is an outright prohibition on reselling the NFTs purchased on CheerReal. The Company further confirms that in response to the Staff’s previous comments, the Company has already revised its risk factors disclosures on page 24 to Amendment No. 2 to Form F-3 for the development of CheerReal to clarify that it is using a third-party blockchain, and that no resales of NFTs purchased on CheerReal is allowed. As such, the Company believes that the revisions made in the Form F-3, which was filed subsequent to its Form 20-F, has updated and clarified its previous disclosure in the Form 20-F to confirm that there is an outright prohibition on reselling NFTs on purchased on CheerReal.
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
August 16, 2024
Page 2
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
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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
August 16, 2024
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street NE
Washington, DC 20549
Re: Cheer Holding, Inc.
Amendment No. 2 to Registration Statement
on Form F-3
Filed July 22, 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 August 5, 2024, related to the above referenced
Amendment No. 2 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. 2 to Registration Statement on Form F-3
General
1. We note your response to prior comment 2 and your representations in your response that NFTs on CheerReal
cannot be transferred outside of the platform and that CheerReal does not support any other forms of value transfer or transaction involving
its NFTs. We also note that page 12 of your Form 20-F for the fiscal year ended December 31, 2023 states that you are developing and maintaining
“a marketplace where [y]our users can trade, purchase and sell their NFTs.” Please reconcile your response to prior comment
2 with this disclosure in your Form 20-F. Please confirm, if true, that there is an outright prohibition on reselling the NFTs purchased
on CheerReal.
RESPONSE:
In response to the Staff’s comments,
the Company respectfully advises the staff that there is an outright prohibition on reselling the NFTs purchased on CheerReal. The Company
further confirms that in response to the Staff’s previous comments, the Company has already revised its risk factors disclosures
on page 24 to Amendment No. 2 to Form F-3 for the development of CheerReal to clarify that it is using a third-party blockchain, and that
no resales of NFTs purchased on CheerReal is allowed. As such, the Company believes that the revisions made in the Form F-3, which was
filed subsequent to its Form 20-F, has updated and clarified its previous disclosure in the Form 20-F to confirm that there is an outright
prohibition on reselling NFTs on purchased on CheerReal.
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
August 16, 2024
Page 2
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