GIBO

Business Context and Reporting Period

This filing is a Shell Company Report on Form 20-F for GIBO HOLDINGS Ltd, a Cayman Islands exempted company. The report covers the fiscal year ended December 31, 2024, and details the consummation of a business combination on May 8, 2025, between GIBO Holdings, Bukit Jalil Global Acquisition 1 Ltd. (BUJA), and Global IBO Group Ltd. (GIBO). Following the merger, the combined entity operates as an integrated AI-generated content (AIGC) animation streaming platform serving users across Asia.

Key Financial Metrics

Capital Structure (as of May 8, 2025): 530,404,830 Class A ordinary shares, 194,963,156 Class B ordinary shares (20 votes per share), and 2,873,741 warrants exercisable at $11.50 per share.

Material Changes vs. Prior Period

• Revenue Generation: The company transitioned from zero revenue in 2023 to $30.0 million in 2024, driven entirely by a new IT services agreement with an enterprise customer.
• Asset Expansion: Total assets increased significantly to $112.8 million, primarily due to a $115 million purchase of servers and network equipment (Property and Equipment), largely funded through non-cash capital contributions from shareholders.
• Related Party Transactions: Significant related party activity occurred in 2024, including $156 million in services received from related parties and $24.1 million in amounts due to related parties. A major equipment purchase of $51.8 million was made from a related party supplier (Chinese Top Asset Management Holdings Limited).
• Operating Expenses: Research and development expenses surged by 332.9% to $49.0 million, attributed to outsourcing AI animation development services.

Outlook, Risks, and Management Commentary

• Monetization Strategy: While the platform currently offers free access, management plans to launch advertising, membership subscriptions, and pay-per-view options once the registered user base reaches 100 million, anticipated by the end of Q2 2025.
• Going Concern: The auditors noted substantial doubt about the company's ability to continue as a going concern as of December 31, 2024, due to net current liabilities of approximately $24.7 million and minimal cash on hand ($86,750). However, the consummation of the business combination on May 8, 2025, has alleviated this doubt.
• Capital Needs: Management anticipates requiring up to $95 million in funding for 2025 to cover operating costs, R&D, and marketing, expecting to derive this from current IT service revenue and shareholder capital injections.
• Risks: Key risks include the ability to monetize the user base, intense competition in the AIGC market, regulatory changes regarding AI and data privacy, and reliance on third-party vendors for core technology development.

Investor Verification Checklist

• Related Party Equipment Purchase: Verify the fair value and necessity of the $51.8 million equipment purchase from a related party (Chinese Top Asset Management Holdings Limited) and the $30 million payment made on behalf of the company by a third-party customer.
• Non-Cash Capital Contributions: Confirm the valuation of the $104.2 million in non-cash capital contributions (equipment and R&D services) received from shareholders in 2024.
• IT Service Revenue Sustainability: Assess the terms and duration of the IT service agreement that generated the entire $30 million revenue for 2024 to determine if this is a recurring revenue stream or a one-time transaction.
• Going Concern Resolution: Review the post-combination liquidity position to ensure the company has sufficient working capital to meet the projected $95 million funding requirement for 2025.
• Warrant Terms: Verify the exercise price ($11.50) and expiration terms of the 2.87 million outstanding warrants assumed from BUJA.