GIBO HOLDINGS Ltd 20-F, filed May 14, 2025
GIBO HOLDINGS Ltd (GIBO)
About this 20-F
GIBO HOLDINGS Ltd filed this 20-F on May 14, 2025, covering the fiscal year ended December 31, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report: May 8, 2025
Commission File Number: 001-42601
GIBO HOLDINGS LIMITED
(Exact name of Registrant as specified in its charter)
| Not applicable | Cayman Islands | |
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
Jing Tuang “Zelt” Kueh
Unit 2912, Metroplaza, Tower 2
223 Hing Fong Road, Kwai Chung, N.T.
Hong Kong
00-0000000
Telephone: (852) 2661 3366
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
| Class A ordinary shares, par value US$0.000001 per share | GIBO |
The Nasdaq Stock Market LLC | ||
| Warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 per share | GIBOW |
The Nasdaq Stock Market LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report.
As of May 8, 2025, there were 530,404,830 Class A ordinary shares, 194,963,156 Class B ordinary shares and 2,873,741 warrants to purchase Class A ordinary shares issued and outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ | International Financial Reporting Standards as issued by the International Accounting Standards Board | ☐ | Other | ☐ |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐
TABLE OF CONTENTS
| Page | ||
| EXPLANATORY NOTE | ii | |
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | v | |
| PART I | 1 | |
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 1 |
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 1 |
| ITEM 3. | KEY INFORMATION | 1 |
| ITEM 4. | INFORMATION ON THE COMPANY | 2 |
| ITEM 4A. | UNRESOLVED STAFF COMMENTS | 16 |
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 16 |
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 22 |
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 27 |
| ITEM 8. | FINANCIAL INFORMATION | 29 |
| ITEM 9. | THE OFFER AND LISTING | 30 |
| ITEM 10. | ADDITIONAL INFORMATION | 31 |
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 32 |
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 32 |
| PART II | 32 | |
| PART III | 33 | |
| ITEM 17. | FINANCIAL STATEMENTS | 33 |
| ITEM 18. | FINANCIAL STATEMENTS | 33 |
| ITEM 19. | EXHIBIT | 33 |
| i |
On May 8, 2025, GIBO HOLDINGS LIMITED, a Cayman Islands exempted company limited by shares (the “Company”), consummated the previously announced business combination pursuant to the business combination agreement, dated as of August 5, 2024 and amended as of March 3, 2025 (the “Business Combination Agreement”), by and among the Company, Bukit Jalil Global Acquisition 1 Ltd., a Cayman Islands exempted company limited by shares (“BUJA”), GIBO Merger Sub 1 Limited, a Cayman Islands exempted company limited by shares (“Merger Sub I”), GIBO Merger Sub 2 Limited, a Cayman Islands exempted company limited by shares (“Merger Sub II”), and Global IBO Group Ltd., a Cayman Islands exempted company limited by shares (“GIBO”).
As a result of the Business Combination (as defined below), (i) Merger Sub I has merged with and into GIBO, with GIBO as the surviving entity and a wholly-owned subsidiary of the Company (the “First Merger”), and (ii) following the First Merger, Merger Sub II has merged with and into BUJA, with BUJA as the surviving entity and a wholly-owned subsidiary of the Company (the “Second Merger,” and together with the First Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).
Upon the consummation of the Business Combination, each of BUJA and GIBO became a subsidiary of the Company, and BUJA’s shareholders and GIBO’s shareholders (except certain shareholders of the GIBO (such shareholders, the “Founders”)) received Class A ordinary shares of par value of $0.000001 each of the Company (“Class A Ordinary Shares”) and the Founders received Class B ordinary shares of par value of $0.000001 each of the Company (“Class B Ordinary Shares” and together with Class A Ordinary Shares, the “Ordinary Shares”) as consideration and became the shareholders of the Company. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at our general meetings while each Class B Ordinary Share shall entitle the holder thereof to twenty (20) votes on all matters subject to vote at our general meetings. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof and Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.
Upon the consummation of the Business Combination, outstanding BUJA Warrants were assumed by the Company and converted into corresponding Warrants to purchase 2,873,741 Class A Ordinary Shares. The Warrants may be exercised during the period commencing from 30 days after the completion of the Business Combination, and terminating five years after the completion of the Business Combination. Each Warrant will entitle the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per whole share, subject to adjustment. The Warrants may be exercised only for a whole number of Class A Ordinary Shares.
On May 9, 2025, the Company’s Class A Ordinary Shares and warrants commenced trading on the Nasdaq Stock Market LLC under the symbols “GIBO” and “GIBOW,” respectively.
Conventions that Apply to this Shell Report on Form 20-F
Except as otherwise indicated or required by context, references in this Shell Company Report on Form 20-F (including information incorporated by reference herein, the “Report”) to “we,” “us,” “our,” or “the Company” refer to GIBO HOLDINGS LIMITED, a Cayman Islands exempted company limited by shares, and its consolidated subsidiaries.
“AI” means artificial intelligence;
“AIGC” means artificial intelligence generated content;
“BUJA” means Bukit Jalil Global Acquisition 1 Ltd., a Cayman Islands exempted company limited by shares;
“BUJA IPO” means the initial public offering of BUJA that was consummated on June 30, 2023;
“BUJA Ordinary Shares” means the original ordinary shares of BUJA, having a par value of $0.0001 each, prior to the consummation of the Business Combination;
| ii |
“BUJA Private Units” means the original 424,307 units of BUJA sold to the Sponsor via the private placement substantially concurrently with the closing of BUJA IPO, each unit consisting of one BUJA Ordinary Share, one-half of BUJA Warrant, and one right.
“BUJA Warrants” means redeemable warrants of BUJA originally issued prior to the consummation of the Business Combination;
“BUJA Founder Shares” means 1,437,500 ordinary shares that the Sponsor purchased from BUJA pursuant to certain securities purchase agreements dated November 4, 2022, a portion of which were transferred by the Sponsor to BUJA officers, directors and other assignees pursuant to a certain securities assignment agreement dated April 12, 2023;
“Business Combination Agreement” means the business combination agreement, dated August 5, 2024 (as may be amended, supplemented, or otherwise modified from time to time), by and among the Company, BUJA, Merger Sub I, Merger Sub II, and GIBO;
“Business Combination” means the First Merger, the Second Merger and the other transactions contemplated by the Business Combination Agreement;
“Content creators” means users who have generated at least one piece of AIGC animation video content on GIBO.ai platform using tools provided by GIBO Create, upon review and approval from GIBO;
“First Merger” means the merger between GIBO and Merger Sub I, with GIBO being the surviving company and a wholly-owned subsidiary of the Company;
“GIBO” means Global IBO Group Ltd., a Cayman Islands exempted company limited by shares, or as the context requires, Global IBO Group Ltd. and its subsidiaries;
“IT” means information technology;
“Merger Sub I” means GIBO Merger Sub 1 Limited, a Cayman Islands exempted company limited by shares;
“Merger Sub II” means GIBO Merger Sub 2 Limited, a Cayman Islands exempted company limited by shares;
“Monthly active users” or “MAUs” means the number of users who logged onto GIBO.ai platform for at least once in a given month without eliminating duplicates. As GIBO does not require users to register on a real-name basis or provide personally identifiable information to get access to the content on its platform, it is unable to quantify or eliminate duplicates. MAUs for a period represents an average of MAUs throughout such period;
“Nasdaq” means the Nasdaq Stock Market;
“Ordinary Shares” means, collectively, Class A Ordinary Shares and Class B Ordinary Shares;
“Public Warrants” means the warrants issued by the Company upon the assumption and conversion of BUJA Warrants held by holders of BUJA Ordinary Shares sold in BUJA IPO at the consummation of the Business Combination;
“Private Warrants” means the warrants issued by the Company upon the assumption and conversion of BUJA Warrants underlying BUJA Private Units at the consummation of the Business Combination;
“Registered users” means users that have registered accounts and logged onto GIBO.ai platform at least once since account registration, beginning from September 2023 when GIBO.ai was launched. GIBO does not define or measure “dormant users” and does not exclude anyone from the calculation of the cohort of its registered users; As GIBO does not require users to register on a real-name basis or provide personally identifiable information to get access to the content on its platform, it is unable to quantify or eliminate duplicates;
“SEC” means the U.S. Securities and Exchange Commission;
“Second Closing” means the closing of the Second Merger;
| iii |
“Second Merger Effective Time” means the effective time of the Second Merger, being the time of the Plan of Second Merger is filed and registered with the Registrar of Companies of the Cayman Islands;
“Second Merger” means the merger between BUJA and Merger Sub II, with BUJA being the surviving company and a wholly-owned subsidiary of the Company;
“Shareholders” or “stockholders” means the holders of shares or stocks of a company;
“Sponsor” means Bukit Jalil Global Investment Ltd., a Cayman Islands exempted company;
“U.S. Dollars,” “USD,” “US$” or “$” means United States dollars, the legal currency of the United States;
“U.S. GAAP” means United States generally accepted accounting principles;
“Video Uploads” means AI-generated animation video content uploaded by registered users to GIBO.ai platform, whether or not such AI-generated animation video content is generated by the AI-powered tools offered on the platform;
“Video Views” means the aggregate viewings generated by the AI-generated animation video content offered on GIBO.ai platform; and
“Warrants” means Public Warrants and Private Warrants.
| iv |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Report, including statements regarding our future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements include, without limitation, our expectations concerning the outlook for our business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning our possible or assumed future results of operations as set forth in this Report. Forward-looking statements also include statements regarding the expected benefits of the Business Combination.
Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to:
| ● | Our ability to grow market share in our existing markets or any new markets we may enter; | |
| ● | Our ability to execute our growth strategy, manage growth and maintain our corporate culture as we grow; | |
| ● | Our ability to successfully execute on acquisitions, integrate acquired businesses and to realize efficiencies or meet growth aspirations inherent in the decision to make a specific acquisition; | |
| ● | Changes in our business model; | |
| ● | Our continued access to certain technologies; | |
| ● | Our success in collaborating with our third party research and development partners; | |
| ● | Our success in monetizing our technologies; | |
| ● | The failure to realize anticipated efficiencies through our technology and business model; | |
| ● | Costs associated with enhancements of our products or services; | |
| ● | Our ability to continue to adjust our offerings to meet market demand, attract users to our products or services; | |
| ● | The regulatory environment and changes in laws, regulations or policies in the jurisdictions in which we operate; | |
| ● | Political instability in the jurisdictions in which we operate; | |
| ● | The overall economic environment, the property market and general market and economic conditions in the jurisdictions in which we operate; | |
| ● | Anticipated technology trends and developments and our ability to address those trends and developments with our products and offerings; | |
| ● | The ability to protect information technology systems and platforms against security breaches (which includes physical and/or cybersecurity breaches either by external actors or rogue employees) or otherwise protect confidential information; | |
| ● | The safety, affordability, and breadth of the our technologies; |
| v |
| ● | Man-made or natural disasters, including war, acts of international or domestic terrorism, civil disturbances, occurrences of catastrophic events and acts of God such as floods, earthquakes, wildfires, typhoons and other adverse weather and natural conditions that affect our business or assets; | |
| ● | The loss of key personnel and the inability to replace such personnel on a timely basis or on acceptable terms; | |
| ● | Exchange rate fluctuations; | |
| ● | Changes in interest rates or rates of inflation; | |
| ● | Legal, regulatory and other proceedings; | |
| ● | Tax laws and the interpretation and application thereof by tax authorities in the jurisdictions where we operate; and | |
| ● | Our ability to maintain the listing of its securities on the Nasdaq; and | |
| the other matters described in the section titled “Item 3. Key Information — D. Risk Factors.” |
We caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available to us as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this Report. We do not undertake any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that we will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, in our public filings with the SEC, which are accessible at www.sec.gov, and which you are advised to consult.
Market, ranking and industry data used throughout this Report, including statements regarding market size, is based on independent industry surveys and publications. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we are not aware of any misstatements regarding the industry data presented herein, such estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Item 3. Key Information—D. Risk Factors” and “Item 5. Operating and Financial Review and Prospects” in this Report.
| vi |
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
| A. | Directors and Senior Management |
Information regarding the directors and executive officers of GIBO HOLDINGS LIMITED after the completion of the Business Combination is included under the section “Item 6. Directors, Senior Management and Employees.”
The business address for each of our directors and executive officers is Unit 2912, Metroplaza, Tower 2, 223 Hing Fong Road, Kwai Chung, N.T., Hong Kong.
| B. | Advisers |
We are being represented by DLA Piper UK LLP with respect to certain legal matters as to United States Law. The address of DLA Piper UK LLP is 20th Floor, South Tower, Beijing Kerry Center, 1 Guanghua Road, Chaoyang District, Beijing, China.
In addition, we are being represented by Harney Westwood & Riegels with respect to certain legal matters as to Cayman Islands law. The address of Harney Westwood & Riegels is 3501 The Center, 99 Queen’s Road Central, Hong Kong.
| C. | Auditors |
Enrome LLP acted as the independent registered public accounting firm for the combined financial statements of the Company as of December 31, 2024 and 2023 and each of the years in the two-year period. The registered address of Enrome LLP is 143 Cecil Street #19-03/04, GB Building, Singapore 069542.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
| A. | [Reserved] |
| B. | Capitalization and Indebtedness |
The following table sets forth the capitalization of the Company on an unaudited pro forma condensed combined basis as of December 31, 2024, after giving effect to the Business Combination.
| As of December 31, 2024 | ||||
| Cash and cash equivalents | $ | 732,153 | ||
| Class A ordinary shares | 530 | |||
| Class B ordinary shares | 195 | |||
| Additional paid-in capital | 255,289,077 | |||
| Accumulated deficit | (174,106,217 | ) | ||
| Other reserve | 64,020 | |||
| Total Shareholders Equity | 81,247,605 | |||
| Total capitalization | $ | 81,979,758 | ||
| C. | Reasons for the Offer and Use of Proceeds |
Not applicable.
| 1 |
| D. | Risk Factors |
The risk factors associated with the Company are described in the Form F-4, as amended (File No. 333-285183) under the section titled “Risk Factors,” which are incorporated herein by reference.
ITEM 4. INFORMATION ON THE COMPANY
| A. | History and Development of the Company |
GIBO HOLDINGS LIMITED is an exempted company incorporated under the laws of the Cayman Islands on June 19, 2024, for the purpose of effecting the Business Combination. Our history and development and the material terms of the Business Combination are described in the Form F-4, as amended (File No. 333-285183), under the headings “Summary of the Proxy Statement/Prospectus,” “The Business Combination Proposal,” “Information related to PubCo” and “Description of PubCo’s Share Capital,” which are incorporated herein by reference. See also “Explanatory Note” in this Report for additional information regarding us and the Business Combination.
Our registered office is at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. Our principal executive office is at Unit 2912, Metroplaza, Tower 2, 223 Hing Fong Road, Kwai Chung, N.T., Hong Kong, and our telephone number is (852) 2661 3366. Our website address is www.globalibo.com. The information contained on the website does not form a part of, and is not incorporated by reference into this Report. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is www.sec.gov.
| B. | Business Overview |
The following discussion reflects our business. Unless the context otherwise requires, all references in this section to “we,” “us,” and “our” refer collectively to GIBO HOLDINGS LIMITED and its subsidiaries.
Overview
Founded with an aim to revolutionize content creation and consumption through AI, we have become a unique and integrated AIGC animation streaming platform with extensive functionalities provided to both viewers and creators that serves a broad community of young people across Asia to create, publish, share and enjoy AI-generated animation video content. As of December 31, 2024, we had approximately 85.9 million registered users, including approximately 73,000 content creators, from 15 countries or regions in Asia, namely Indonesia, the Philippines, Vietnam, Thailand, Myanmar, Malaysia, South Korea, Japan, Taiwan, Bangladesh, India, Cambodia, Hong Kong, Singapore and Laos. As of the same date, we had an average of approximately 37.5 million MAUs on our platform since its launch in September 2023. On our platform, young people create AI-generated content, discover the things they love, and interact and engage with one another.
Our technology platform powers the GIBO.ai website, which features AI-generated animation video content and provides an efficient, interactive, and easy-to-use way to create and share online comic content. GIBO.ai enables content creators to automate tasks, create personalized audio and graphics, obtain data-driven insights into the content they created, and explore new ideas through collaboration. GIBO.ai, launched in September 2023 and equipped with cutting-edge generative AI-powered technology for the generation of animation video content, emphasizes on the establishment of a sustainable ecosystem that can not only empower animation creators on the content creation process but also provide distribution channels for their works to be accessed and monetized by viewers on the platform.
The AI-generated animation video content on GIBO.ai, currently offered substantially in short-form entertainment videos, covers a wide variety of themes ranging from superhero to battle royale and generally tells stories from popular comic books in entertaining yet informative ways. Driven by the big data analytical capabilities, we learn user preferences with respect to content tags and personalize feeds accordingly. As of December 31, 2024, we had approximately 142,000 video uploads and approximately 112.3 billion aggregate video views on our platform. As of the same date, we had enabled over 44.3 million user interactions on our platform, including posts, comments, likes, shares, private messages.
| 2 |
GIBO.ai offers a suite of AI-powered content creation tools through GIBO Create, allowing content creators to employ AI tools through all stages of content creation. GIBO Create currently encompasses (i) AI Voice Synthesis Tool, (ii) AI Image Generator, (iii) Scriptwriting and Storyboarding Tool, and (iv) Audio-Visual Synchronization Tool. With the help of these tools, content creators can use GIBO Create to effortlessly generate (i) human-like voiceovers with premium quality in multiple languages, voices, tones and styles, and (ii) unique images in distinctive comic styles that visualize the creators’ ideas and can be generated in seconds with only a few simple clicks, enabling creators to expand creative possibilities, streamline content production, and create localized, engaging entertaining content. We have nurtured an encouraging community culture that respects creativity, rewards creators and motivates the creation of inspirational content, thorough which young people can connect with each other over shared interests in content. As of December 31, 2024, the content creators accumulatively utilized our text-to-image function for more than 1.1 million times and the text-to-audio function for more than 3.7 million times.
Leveraging our vibrant ecosystem comprised of highly-engaged registered users and talented creators of AI-generated content, we aim to form a virtuous cycle for commercialization. While access to our platform is currently free for all registered users, we plan to drive monetization through launching advertising, offering membership subscriptions and pay-per-view options, and providing IT services. In 2024 and 2023, we generated revenue of $30.0 million and nil, respectively, and incurred net losses of $24.9 million and $12.1 million, respectively.
Competitive Strengths
We believe that the following competitive strengths have contributed to our success and have differentiated us from others:
Unique AI-powered platform that fuels a strong monetization potential
We have become a unique and integrated AIGC animation platform with extensive functionalities provided to both viewers and creators that serves a broad community of young people across Asia to create, publish, share and enjoy AI-generated animation video content. We offer a visually captivating and engaging experience, showcasing a blend of traditional storytelling with the latest AI generative tools. With the launch of our integrated suite of AI-powered content creation solutions, we underline our relentless pursuit of an AI-centric corporate culture. Embedded with AI-powered tools for the generation of script, voice and image, we assist content creators in sophisticated content creation while showcases such AI-generated animation video content created by users across various types of devices to viewers across Asia, serving a broad community of young people across Asia to create, publish, share and engage AI-generated animation video content. With a few simple clicks, content creators can easily streamline the production process and enhance the quality of their content by developing scripts that fit their story, transforming their images into animation, adding nuanced voice-over with emotions to story characters, and transporting their drawings into an imaginative alternate universe filled with infinite possibilities.
As a result, our platform has gained and maintained tremendous popularity since its debut. As of December 31, 2024, we had approximately 142,000 video uploads and approximately 112.3 billion aggregate video views on our platform. As of the same date, we had enabled over 44.3 million user interactions on our platform, including posts, comments, likes, shares, private messages. As of December 31, 2024, we had attracted approximately 85.9 million registered users, including over 73,000 creators, and had accumulated an average of 37.5 million MAUs on our platform since its launch in September 2023, propelling us to be a premier AIGC animation streaming platform, where content is dynamically brought to life with AI technologies.
We believe that our cutting-edge platform addresses challenges faced by traditional content creation platforms by transforming the creation process in a way that maximizes the creative possibilities while minimizing the production costs. On GIBO.ai, any registered user can be a creator to produce, publish and monetize their content.
| 3 |
Advanced and proprietary AI-powered content creation tools
Our advanced and proprietary AI-powered content creation tools represent our significant research and development efforts in AI technology application and innovation. Leveraging user feedbacks and data analytics accumulated over the years, we have been continually developing and improving our scalable AI tools to enhance efficiency and quality in content creation. Enabling content creators to employ AI-powered tools for voice synthesis, image generation, script writing, storyboarding and audiovisual synchronization to create tailored AI-generated animation video content, our AI-powered content creation solutions are not only user-friendly but also equipped with advanced features that are at the forefront of digital content creation and boost the content creators’ creativity and efficiency. In addition, the user interface of our platform is optimized through data analytics, enabling a seamless user experience. Utilizing a recommendation system tailored to users’ preferences and viewing habits, we continuously improve our platform to ensure that the platform stays relevant and appealing to our user base. We believe that our proprietary AI-powered content creations tools are key drivers of our unique position in the market.
Large and diversified user base and content library with a focus on Asia
As of December 31, 2024, we had a total of approximately 85.9 million registered users on our platform, among whom over 73,000 were creators of AI-generated animation video content, and had accumulated an average of approximately 37.5 million MAUs on our platform since its launch in September 2023. The large user base is indicative of our platform’s compelling content and user experience and has contributed significantly to the enrichment of our audio comic content library. Driven by our emerging and large user base, as of December 31, 2024, we had approximately 142,000 video uploads and approximately 112.3 billion aggregate video views on our platform. Leveraging our intelligent big data analytics algorithms, we have acquired an in-depth understanding of preferences of the AIGC animation streaming users in Asia and are able to attract more users to join our platform by personalizing recommendations to their feeds.
Moreover, as of December 31, 2024, our registered users had covered 15 countries or regions in Asia, including Indonesia, the Philippines, Vietnam, Thailand, Myanmar, Malaysia, South Korea and Japan. Such diversified user base across Asia forms a unique user community, enabling us to better tailor our content and service offerings and make them more associated to the viewers with relevant cultural backgrounds. The multi-ethnical and multicultural user base across Asia also allows for our better fine-tuning of AI engines to create more interactive and engaging content relevant to each culture in Asia, and thus enhances the connections among our user community and boosts our future user growth.
Visionary and dedicated management team
Our visionary and dedicated management team has a combination of expertise that spans technology, media and financial services and is well equipped to lead what we believe is a paradigm shift in the evolving AI-powered content creation and consumption economy. Our founder and chairman of the board of directors, Mr. Chun Yen “Dereck” Lim, is a seasoned entrepreneur with sharp vision, solid management skills, and deep insight into the power of data and technology. He is experienced in creating and scaling successful businesses across various industries by leveraging cutting-edge technology. Our chief executive officer, Mr. Jing Tuang “Zelt” Kueh, is an AI engineer with great passion to leverage technology to transform the industry and apply cutting-edge AI technology to resolve complicated business challenges. Under our management team’s leadership, the number of registered users on our platform has achieved exponential growth in recent years.
Our management brings passion and commitment for the growth prospects of the creation and consumption of AI-generated animation video content. Their understanding of the young generation’s passion and interests has helped guide our strategic business expansion in the rapidly changing industry. The user-centric corporate culture they adhere to has also helped reinforce our market leadership and brand recognition among our users.
Growth Strategies
We intend to further grow our business by pursuing the following growth strategies:
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Further expand user community and optimize user experience
We desire to expand our user base globally, optimize the overall experience of our users, and grow the scope and depth of the interactions with our users.
In particular, we intend to make our platform more accessible to users around the world by localizing the content consumption and creation experience on our platform. In addition, we will provide higher-quality and more intriguing content and build more advanced content creation features that meet the content consumption and creation needs of users on our platform. We seek to further improve the relevance of our content recommendations and utilization of our integrated suite of AI-powered content creation offerings by optimizing our AI technical innovations. We will also launch user acquisition campaigns more frequently through distinctive marketing channels to acquire a more expansive and diversified user base globally.
Enhance content and service offerings
We will commit to systematically enhancing the content offerings on our platform, and we believe that incentivizing and supporting content creators is crucial to this strategy. Towards this end, on one hand, we will strengthen our creator-rewarding initiatives and programs and allocate more resources to enable content creators to thrive in our community. On the other hand, we will seek new licensing arrangements especially with companies owning large collections of intellectual properties and invest in creating original content. Leveraging our AI-powered engine, we intend to launch more service offerings to the creators on our platform, including embedding more AI-innovated content creation offerings to further streamline creators’ content creation process, and developing innovative marketing products to promote content created by creators on our platform.
We also seek to expand the content verticals on our platform, including genres and types, and introduce a blend of learning and entertainment content to our platform, ranging from entertainment to education, games and sports, which can be either generated by users or licensed by third-parties and can be free of charge or paid.
Further innovate AI-powered tools and infrastructure
We will continue to innovate the technology capabilities of our platform, in particular our AI-powered content creation tools and machine learning technologies. Currently, our AI content recommendation component learns user preferences with respect to content tags and personalize feeds to users accordingly. We intend to further optimize such AI content recommendation component based on a model-free reinforcement learning approach to model complex interest profiles while allowing interests to shift over time as users explore new types of content, enabling the platform to discover and push content that is well-received by our users. Further, we seek to optimize our current integrated suite of AI-powered content creation offerings by enhancing the customized large language models, natural language processing technologies and deep learning models embedded in our platform to allow for more natural and versatile human-like voice synthesis offered in more languages, voices and tones, as well as more accurate yet artistic image generation delivered in more styles. We also plan to launch more product offerings to the creators on our platform, such as introducing additional AI-powered content creation tools to create three-dimensional immersive content on our platform to further streamline and enhance creator’s creation process. We will also continue to devote resources and upgrade our technology infrastructure to support future growth in user base and traffic.
Strengthen monetization capabilities
We intend to drive monetization for the content and creator offerings on our platform through advertisements, sponsorships, pay-per-view and membership subscriptions. For example, we may introduce performance-based ad-sponsored content on our platform without compromising the experience for our users and may develop marketing and advertising product offerings for the creators on our platform.
In addition, we plan to launch pay-per-view and membership subscriptions for the animation video content created by the creators on our platform and help creators to distribute, license and monetize their content. We will soon launch GIBO Click, a monetization and operation engine to facilitate transaction-making and revenue-generation on our platform through multiple monetization models, such as launching advertising, offering membership subscriptions and pay-per-view options, and providing IT services.
We also seek to transform the integrated suite of AI-powered content creation offerings embedded in our platform from free-access to free-trial and subscription-based to derive subscription fees from creators on a one-time, monthly, quarterly or yearly basis in the future.
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Pursue strategic growth through mergers, acquisitions and collaborations
Our mergers and acquisitions strategy focuses on investing in intellectual property and acquiring capabilities for our technology platform. We intend to invest in mergers and acquisitions globally to complement our content and service offerings as well as technology capabilities and further enhance the values of our platform.
We also seek to pursue strategic partnerships and collaborations. For instance, we plan to establish strategic partnerships and collaborations with institutional creators globally such as comics and graphic novel publishers, video game publishers, academic institutions and brands to acquire and distribute licensed content and further enhance the content offerings and diversify the variety of content verticals on our platform.
Our Platform
As an integrated AIGC animation streaming platform, our GIBO.ai platform is in a unique position to provide extensive functionalities provided to both viewers and creators that serves a broad community of young people across Asia to create, publish, share and enjoy AI-generated animation video content.
As an avant-garde platform at the intersection of technology and creativity, GIBO.ai transforms the way that people enjoy comics and animations by bringing such animation content to life leveraging its AI-powered tools and technologies. GIBO.ai provides users a visually engaging and immersive experience which showcases a blend of traditional storytelling with the latest in AI generative tools. Compared to other non-integrated AIGC animation streaming platforms, can provide enhanced data analytics capabilities with synergy between viewers and content creators. GIBO.ai actively engages with its user base for feedbacks and conducts behavior analysis to optimize content-pushing, enabling content creators to better understand the trends and preference by viewers, and viewers to enjoy more attracting animation contents that meet their preference.
The interfaces of GIBO.ai platform in mobile version and desktop version are shown in the screenshots below.
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Our GIBO.ai platform provides benefits to users through:
| ● | Vast Library of AI-generated Animation Video Content: An expansive selection of video content, each enriched with AI-generated voice narration and animation, across various genres including battle through the heavens, palace, time travel, pirate, pure love, idol, mafia, mythology, cultivation, and advanced martial. | |
| ● | Cutting-Edge AI Voice Synthesis: Advanced technology provides nuanced voiceovers, adding depth and emotion to characters, making them more lifelike and relatable. The voiceovers currently available on the GIBO.ai platform support English, Chinese and Japanese, covering both male and female animation characters. | |
| ● | Intuitive User Interface: A user-friendly website design that allows for easy navigation, enabling users to effortlessly explore and enjoy their preferred content. | |
| ● | Personalized Content Discovery: A recommendation system tailored to user preferences, suggesting voice comics and animations based on viewing habits. We utilize big data analytical capabilities in our feed system to categorize and recommend content based on user data captured on our platform and analytics produced by deep learning algorithms. | |
| ● | Cross-Platform Compatibility: Seamlessly accessible across various devices, offering a consistent viewing experience on tablets, smartphones, and desktops. |
Key Features and Functions on GIBO.ai platform primarily include the following:
| ● | Efficient Search and Discovery Tools: Easy search functionality for finding comics and animations by title, genre, or creator. | |
| ● | Viewer Customization Options: Adjustable settings to personalize viewing experiences, including playback controls and subtitle options. | |
| ● | Creator Collaboration Opportunities: A dedicated portal for creators to contribute their work, collaborate with GIBO.ai, and become part of a growing community of digital storytellers. | |
| ● | Regular Content Updates: Continuous addition of fresh and exclusive voice comics and animations, keeping the platform dynamic and engaging. |
GIBO.ai platform integrates AI-generated animation video content with GIBO Create, which currently encompasses (i) AI Voice Synthesis Tool, (ii) AI Image Generator, (iii) Scriptwriting and Storyboarding Tool, and (iv) Audio-Visual Synchronization Tool. As of December 31, 2024, we had approximately 85.9 million registered users on our platform, among whom over 73,000 were creators of AI-generated animation video content. As of the same date, we had an average of approximately 37.5 million MAUs on our platform since its launch in September 2023. As of December 31, 2024, we had approximately 142,000 video uploads and approximately 112.3 billion aggregate video views on our platform.
AI-Generated Animation Video Content
We offer an extensive library of AI-generated animation video content on our platform, including genres of battle through the heavens, palace, time travel, pirate, pure love, idol, mafia, mythology, cultivation, and advanced martial. Content creators can either use our AI-powered content creation tools or third-party tools to create and edit short animation videos, with background natural sounding and human-like voice introducing the plot of comics and animation. The animation video content on our platform is currently free to watch.
Since we commenced our business, the animation video content on our platform has experienced strong growth in terms of the number and varieties uploaded by our users every day. As of December 31, 2024, we had an aggregate of approximately 142,000 videos uploaded to our platform, with an average of 242 million views per day.
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GIBO Create
We believe we have accumulated profound cutting-edge AI model capabilities that have enabled us to stay ahead in the AIGC animation streaming industry. Our integrated suite of AI-powered content creation tools, GIBO Create, enables content creators on our platform to improve their productivity, enhance efficiency in content creation and effortlessly become pros at content production.
The interfaces of GIBO.ai for the creation process utilizing GIBO Create are shown in the screenshots below.
Create a New Project
Edit / Review a Project
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Publish / Share a Project
GIBO Create is designed to democratize animation content production, leveraging advanced AIGC technologies to enable creators at all levels to bring their imaginative stories to life with unprecedented ease and efficiency. To provide a comprehensive and robust infrastructure supporting the entire lifecycle of anime content, from creation through project management to global distribution, the value propositions of GIBO Create to content creators include:
| ● | Create engaging audio content. Transform written content into captivating audio to be used for video marketing. | |
| ● | Localize content. Text-to-speech function assists content creators to convert content into different languages and accents, enabling localization for content consumption. | |
| ● | Streamline content production. Save time and effort by quickly developing scripts that fit the story, transforming images into animation, adding nuanced voice-over with emotions to story characters, and transporting the drawings into an imaginative alternate universe filled with infinite possibilities. | |
| ● | Expand creative possibilities. Experiment with different voices, accents, and styles to explore new avenues of storytelling and content creation. |
With the AI technology, GIBO Create inspires creativity and generates creative works. The content generation process is illustrated in the below.
| ● | Idea inspiration. Content creators input inspiration to GIBO Create, which comprehend the idea, assist in brainstorming and fleshing out stories, as well as generates marketing insight to stimulate content creators’ creativity. | |
| ● | Creative training. Based on the feedback at idea inspiration stage, content creators can form a particular creative idea on the stories they want to tell. They input relevant materials to GIBO Create, in which the underlying AI undergoes cognitive training and generates a set of dedicated AI generative content for that particular creative idea. | |
| ● | Story generation. Based on the dedicated set of AI generative content, content creators can intelligently generate components of creative content of images, voices and videos using GIBO Create. |
We have built our AIGC service matrix and created an integrated content creation suite through GIBO Create, which includes (i) AI Voice Synthesis Tool, (ii) AI Image Generator, (iii) Scriptwriting and Storyboarding Tool, and (iv) Audio-Visual Synchronization Tool. Such combination of AI-powered content creation offerings on one hand enables content creators to enhance their video production and content creation capabilities and efficiencies, and on the other hand allows us to achieve a user-in-the-loop ecosystem with human-machine interaction.
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Leveraging machine learning, natural language processing and self-reinforcing generative AI algorithms, GIBO Create is a generative AI-powered content creation engine purposefully built upon our proprietary domain-specific AI models without reliance to generic open-source or third-party large language models. Prior to the launch of GIBO.ai platform, at the initial R&D stage, GIBO Create relied on curated datasets, of pre-processed text, image, audio and video derived from publicly available online data sources to validate and train the AI models. Following the debut of GIBO.ai, GIBO Create has been solely relying on the large amount of de-identified text, image, audio and video data input generated by users on GIBO.ai as a proprietary, multimodal training data repository to continuously fine-tune the AI models.
AI Voice Synthesis Tool
The AI voice synthesis tool available on GIBO.ai platform provides nuanced voice output that adds depth and emotion to characters, making them more lifelike and relatable. It offers more than three voice actors and supports English, Chinese and Japanese. It enables AI-generated content to be customized for different application scenarios, for example, an AI avatar in a video can use the AI voice synthesis tool as the background voice in a particular accent or tone that the content creator prefers. This could also be beneficial for enterprises with high demand in mass production as written content can be quickly transformed into spoken words without extra recording work, while the audio content is highly editable.
As of December 31, 2024, content creators had used our text-to-audio function for more than 3.8 million times. Major functions of AI voice synthesis tool include (i) text-to-speech voiceover, (ii) voice actors, and (iii) machine translation.
| (i) | Text-to-Speech Voiceover |
One of the core functions of the AI voice synthesis tool is the text-to-speech voiceover. By utilizing the text-to-speech voiceover function, the content creators can generate a piece of high quality audio from text content (maximum 100 characters) in one go in different formats. Our text-to-speech function currently supports English, Chinese and Japanese. Below is a screenshot of our text-to-speech voiceover function.
| (ii) | Virtual Voice Actors |
We offer a wide range of virtual voice actors with differentiated voices and tones for content creators to try out and choose from. Content creators can select virtual voice actors and designate one-to-one voiceover to different characters in different languages and tones according to the genre of the video. The virtual voices are developed based on real person voice data. Content creators can first try out different virtual voices by listening to the demo and select the voices they like.
Moreover, the virtual voice actors on our platform are specifically designed to suit the characteristics of animation. As of December 31, 2024, an aggregate of four virtual male and female voice actors are available on the GIBO.ai platform, offering various tones of from calm to emotional and low-pitched to high-pitched, reflecting different characteristics of the characters developed by content creators.
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| (iii) | Machine Translation |
As we target at users across Asia, especially in Southeast Asia, the different languages spoken by users from different countries and regions can be a major concern for their entertainment choices. In developing the functions for the AI voice synthesis tool, we incorporate machine translation function which supports major languages spoken in Asia to address this issue. Machine translation function empowers content creators to overcome language barriers and expand users’ reach with the click of a button to seamlessly translate their text into four different languages, namely English, Chinese, Japanese and Korean.
AI Image Generator
The AI image generator tool provided by GIBO Create complements its audio-generation function and generates visual art from written script within seconds. It is capable of creating detailed scenes and characters in different animation styles to provide a visual dimension to the comics.
The AI image generator tool is capable of revolutionizing the way content creators create anime from the following aspects:
| ● | Scene Extraction and Visualization. AI image generator excels in its ability to intelligently parse a story, identify key scenes and transitions, and convert these moments into vivid, contextually-rich images. This process involves a deep understanding of the narrative flow, ensuring that each visual output aligns perfectly with the storyline’s progression. | |
| ● | Dynamic Story Representation. Our technology dynamically adapts to the story’s evolving settings, characters, and emotions. From the serene beginnings to climactic peaks, AI image generator captures the essence of each scene, ensuring continuity and coherence in the flow of visual narrative. | |
| ● | Advanced Narrative Understanding. At the core of AI image generator is an advanced algorithm capable of deep narrative analysis. It comprehends various storytelling elements, such as plot development, character interactions, and scene settings, allowing for a nuanced and accurate translation of text to visuals. | |
| ● | Seamless Integration in Storytelling. Integrated seamlessly within our platform, AI image generator is an easy-to-use and intuitive tool to bring storytellers’ stories to life visually. Content creators can complete the transformation from written script to visualized content simply with a few clicks without leaving our platform, which makes it easier for writers and creators to convey their narratives more efficiently, enhancing the overall impact of their stories. | |
| ● | Multilingual and Multi-genre Flexibility. Catering to a diverse range of storytellers and genres, AI image generator is versatile in handling narratives from different cultures and languages. Whether it’s a fast-paced action sequence or a detailed descriptive passage, AI image generator adapts to various narrative styles, ensuring the relevance, accuracy and appropriate level of details when generalizing visualized content. | |
| ● | Continuous Learning for Enhanced Creativity. AI image generator continuously learns and improves itself, absorbing new story patterns and visual styles each time it generates visualized content and receives feedback from content creators. This ongoing development means that with each story it processes, the tool becomes more sophisticated at translating complex narratives into visual art. | |
| ● | Empowering Creative Expression. Our mission is to empower creators with cutting-edge tools, and AI image generator is a manifestation of this mission. It offers storytellers a revolutionary way to share their stories, not just through words but through an immersive visual journey. |
Scriptwriting and Storyboarding Tool
Our scriptwriting and storyboarding tool represents a specialized adaptation that builds upon the generative pre-trained transformer (“GPT”) and tailors it to the unique demands of storytelling in audio comics and animation. By training GPT model using a vast amount of literary works, including comics and novels, the scriptwriting and storyboarding tool provided by GIBO Create can understand narrative structures, character development, and dialogues, specifically catering and to the creative needs of writers and artists in the digital storytelling domain.
The scriptwriting and storyboarding tool excels in elevating basic story concepts into enthralling and well-crafted narratives with comprehensive storylines, intricate plot developments, dynamic character arcs, and engaging dialogues. Creators beginning with simple ideas or outlines will find the scriptwriting and storyboarding tool to be a powerful tool, enriching story development and stimulating sparking creativity. In the art of storytelling, character depth is crucial. The scriptwriting and storyboarding tool is adept at generating character-centric monologues that add layers of depth and personality to each story. By analyzing the story’s context, characters, and overarching themes, the scriptwriting and storyboarding tool produces nuanced and compelling scripts. These monologues are a treasure trove for voice actors and animators, bringing an added dimension of realism and emotion to the narrative.
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Audio-Visual Synchronization Tools
The audio-visual synchronization tools integrate audio and images effortlessly into video content, offering a smooth and efficient workflow for writers and artists. This seamless integration is pivotal in modern content creation, transforming the images, scripts and voice overs into a combined piece of work that is rich in innovation and imagination. It alleviates the more labor-intensive aspects of narrative development, allowing creators to focus on the artistic and emotional expression of their work only.
Our Users
We have a young and culturally-aspirational registered user base willing to invest in a high-quality entertainment experience. We capture the hearts and minds of our users with superior content and carefully developed AI-powered service offerings. As of December 31, 2024, we had attracted approximately 85.9 million registered users, including 73,000 content creators, from 15 countries or regions in Asia, including Indonesia, the Philippines, Vietnam, Thailand, Myanmar, Malaysia, South Korea and Japan.
We have successfully developed an ecosystem consisting of highly-engaged viewers and talented content creators, forming a virtuous cycle for realizing monetization in the near future. Users’ interactions on our platform revolve around content. The massive amount of AI-generated animation video content available on our platform as well as the vibrant interactions among users have contributed to the building of our communities. Users from different backgrounds develop strong and positive relationships among themselves, and bond over common values where each user’s backgrounds and circumstances are appreciated and positively valued.
The social and interactive features that we provide to our users include the following:
| ● | Following. Users can opt to follow other users and see their timeline and posts. | |
| ● | Liking and collecting. Users can like content in several ways to incentivize content creation by other users, such as giving a thumb-up or collecting to favorites. | |
| ● | Sharing. Users can share and repost content uploaded by other users. |
Below is the screenshot illustrating the functions of following, liking, collecting, and sharing.
The notification and communication system available on GIBO.ai platform manages communication between us and our users, ensuring our users to be well informed and engaged. The key features of our notification and communication system includes (i) automated notifications, which alert users to new content and updates, and (ii) customizable communication preferences, through which users can customize the types of notifications that they intend to receive and choose how those are delivered, for example, through emails or web notifications.
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We utilize the support and help center on our platform to provide assistance and resolve user queries. The key features of the support and help center include (i) multi-channel support, which includes emails, chatbots, and a knowledge base, (ii) troubleshooting guides and FAQs, which offer self-help resources for common issues and questions, and (iii) ticketing system, through which users can submit tickets for more complex technical issues, which are tracked and resolved by our special user support personnel.
When users register on our platform, they only need to provide us with the minimum necessary information to complete the registration process, including email address and password. When users use our platform, we automatically collect, process and store (i) user login data, including login email addresses and passwords, IP addresses and countries/areas, (ii) user engagement data, including views, likes, shares, forwards and replies, (iii) behavioral data, including user attention, heatmaps, time onsite, search histories, repeated actions, task completion, and feature usage, (iv) preferential data, including user preferences and satisfaction, and (v) user-generated data, including users’ inputs of text, image and audio data as well as AI-generated text, image, audio and video data derived from such users’ inputs. We maintain a strict user access control policy and only permit authorized employees to access the data on our platform. Our data servers on which the data we collect is stored and processed are located in Malaysia. We also work with vendors from Hong Kong and Malaysia to access certain limited data for purposes of marketing and understanding user behaviors.
Our Monetization Models
We plan to build multi-faceted monetization models that will be seamlessly integrated with our platform and our service offerings, including but not limited to (i) advertising, (ii) subscription and per-per-view, and (iii) IT services. As of the date of this report, we have entered into an IT service agreement as an effort to monetize our technological capabilities. We intend to drive further monetization through launching advertising, pay-per-view and subscription-based models in the future after our registered users reach 100 million, which is anticipated to be achieved by the end of the second quarter of 2025. Our monetization capability will support our long-term investments in content, technology and innovative service offerings, and allow us to attract more high-quality and diverse content creators. Our ability to achieve our full monetization plans relies on our capability to continuously grow our registered user base, optimize the features of our platform to offer more engaging content and incentivize users to pay. We anticipate that the funding for us to achieve our full monetization plans, including to cover the operating costs for researching and developing relevant algorithms and features, collaborating with brands and content creators for sponsored and/or exclusive content, extending marketing campaigns to promote subscriptions and recruiting relevant talent, will be up to $95 million in 2025, which we expect to be derived from the continued revenue generated from our current provision of IT services as well as capital injections by our shareholders.
Advertising
We believe our large base of active users and content creators provide advertisers with a highly attractive audience. Our young and dynamic community of user base represents a highly sought-after audience for advertisers. Leveraging our ability in utilizing big data analytical capabilities in our feed system to categorize and recommend content based on user data, we are capable of assisting advertisers to effectively reach their targeted audience.
Taking into consideration of our growth strategies for our target markets in South Asia and Southeast Asia, and upon evaluating the market potential and comparable companies, we plan to launch advertising services upon the registered users on our platform reaching 100 million, which is anticipated to be achieved by the end of the second quarter of 2025. We plan to offer our advertising services directly or through third-party advertising agencies. We plan to automatically show the viewers on our platform pre-roll, mid-roll, skippable or non-skippable ads as appropriate. We will also incentivize content creators to place sponsor ads in their videos, providing them opportunities to monetize their videos by earning commissions from the ads based on the level of viewer engagement and the number of video views of the video content they produce.
Subscription and Pay-Per-View
Taking into consideration of our growth strategies for our target markets in South Asia and Southeast Asia, and upon evaluating the market potentials and comparable companies, we plan to launch our membership subscription services when our registered users reach 100 million, which is anticipated to be achieved by the end of the second quarter of 2025. We intend to provide our future subscribers with an upgraded streaming experience and premium content and privileges, allowing them to enjoy exclusive content, enhanced streaming quality, offline viewing, and early access to popular releases.
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We may also encourage individual content creators to offer their own subscriptions and incentivize viewers to support their favorite content creators directly, from which we will monetize through revenue-sharing. Aiming to encourage content creators to produce engaging content, we may introduce content creator subscription programs, creator funds and/or ad revenue sharing opportunities based on views likes, comments and/or shares generated on the video content that such content creators produce. Additionally, we may develop differentiated subscription plans and offer distinct value-added features. For example, we may offer additional on-demand AI-powered functionalities and we may introduce digital items, including customized emojis, digital badges and digital wallpaper for purchase.
Along with membership subscriptions, we will also launch pay-per-view options for non-subscribing viewers, allowing them to pay at a per video rate and access certain exclusive premium video content on our platform on an individual, on-demand basis. We also plan to offer self-produced animation movies or TV series on our platform, and charge viewers on a per-movie or per-episode basis following 2026.
IT Services
Leveraging our technological capabilities, particularly our surplus computational resources built upon our AI models and frameworks, since September 2024, we have commenced to provide IT services aiming to empower the business growth of enterprise customers in various industrial verticals, primarily AI and technology companies, while accelerating our own monetization.
The service scope of our IT services primarily includes, among other things, (i) platform customization and integration services, helping customers to design, modify and integrate functionalities in their own systems, (ii) data migration and content management services, assisting customers in their large-scale data migration and content liability management, and (iii) enterprise-level data security services, providing customers with advanced information security technologies and measures to address data concerns. Pursuant to the IT service agreement we have entered with an enterprise customer, a total consideration of US$60,000,000 will be made to us in installments, each installment to be paid within 14 days upon the customer’s receipt of invoice. The agreement is for services on a continued basis without a fixed term, and may be terminated by either party by at least two months written notice without cause, or terminated with immediate effect for causes including failure to cure material breach within 30 days, winding up and ceasing of business operation. The termination of the agreement shall be without prejudice to the rights of either party accrued prior thereto. Each party shall keep confidential all information obtained from the other party pursuant to the IT service agreement, and the customer shall not, during the course of the agreement and for a period of 12 months thereafter, engage the service or offer employment to any of our employees.
As of the date of this report, we have entered into an IT service agreement.
To support the growth in users and lay the foundation for our future revenue streams, we have made substantial investments to upgrade our IT service infrastructure. As our business grows and our user population further enlarges, we expect to continue to refine and optimize our underlying technological capabilities, on which we can continuously capitalize through the provision of IT services to enterprise customers. As such, we expect IT services to continue to constitute a supplemental revenue stream of ours in the future. Additionally, through the provision of IT services, we also intend to further enhance our brand awareness among AI and technology companies in our targeted markets and thereby facilitate the growth in the number of our registered users.
Sales and Marketing
We rely on our exceptional user service, leading service quality, broad service offerings, and low-resistance onboarding strategy to attract and retain users on our platform. This strategy is focused on building and maintaining strong user relationships rather than traditional marketing and advertising. We also rely on word-of-mouth referrals by providing quality content and service offerings to attract new users or retain existing users. In the future, we plan to collaborate with content creator communities to attract more content creators to join our platform, host or sponsor contests to discover and attract talented content creators, and provide educational resources and events to engage content creators and inspire regular viewers to unleash their creativity and become content creators through us.
Regulations
We are subject to a number of foreign and domestic laws and regulations that affect companies conducting business online, many of which are still evolving and could be interpreted in ways that could harm our business. Concerns regarding AIGC tools may in the future result in legislation or other governmental action that could require changes to our platform.
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We are subject to various laws, regulations, and obligations regarding privacy, data protection, and cybersecurity. Some jurisdictions require companies to notify individuals of data security breaches involving certain types of personal data. We post on our website our privacy policy, terms of use, content creation policy and cookies policy, which explain how we collect, use, disclose, and protect information and users’ choices about the collection and use of their information. Any actual or perceived failure by us to comply with our posted privacy policy or laws, regulations, or obligations relating to privacy, data protection or cybersecurity could lead to investigations, inquiries, and other proceedings by governmental authorities, significant fines, penalties and other liabilities imposed by regulators, as well as claims, demands, and litigation by our users, any of which could harm our business, financial condition, and results of operations. Laws, regulations, and other actual and asserted obligations relating to privacy, data protection and cybersecurity evolve rapidly and are subject to varying interpretations, and we may not be or may not have been compliant with such laws, regulations or obligations, and we may face allegations that our activities or practices are not or have not been, compliant with each such law, regulation or other obligation. Because our services are accessible from multiple jurisdictions, certain foreign jurisdictions may claim that we are required to comply with their laws, regulations, and obligations, including in jurisdictions where we have no local entity, employees or infrastructure. Working to comply with these varying international requirements could cause us to incur additional costs and change our business practices.
Further, our reputation and brand may be negatively affected by the actions of our users that are deemed to be hostile, offensive, inappropriate or unlawful. Although we maintain content management and review procedures, there can be no assurance that we can identify all the videos or other content that may violate relevant laws and regulations due to the large amount of content uploaded by our users every day. Failure to identify and prevent illegal or inappropriate content from being uploaded on our platform may subject us to liability. To the extent that local regulatory authorities find any content on our platform objectionable, they may require us to limit or eliminate the dissemination of such content on our platform in the form of take-down orders or otherwise. In such circumstances we may also be subject to liability under applicable law in a way which may not be fully mitigated by our terms of service.
Competition
According to Frost & Sullivan, the AIGC animation streaming platform market in Asia has experienced a tremendous growth in the past few years due to the revolutionized debut of generative AI technology. From 2019 to 2023, such market increased from US$4.3 billion to US$12.5 billion, representing a CAGR of 30.6%. We face competition principally from other AIGC animation streaming platforms, including (i) creator-facing ones, which provide technology services to animation creators with a suite of AI-powered tools, and (ii) viewer-facing ones, which provide streaming services to viewers to access animation content.
We believe that we are strategically well-positioned in the industry, and that we compete favorably based on our variety of content and service offerings, brand recognition, deep understanding of the AIGC animation streaming platform industry, advanced technologies, and superior user experience. For a discussion of risks relating to competition, see “Risk Factors — Risks Related to our Business and Industry— The markets in which we participate are competitive and, if we do not compete effectively, our business, financial condition and results of operations could be harmed.” in the Form F-4, as amended (File No. 333-285183), which is incorporated herein by reference.
Intellectual Property
We regard our trademarks, copyrights, patents, domain names, know-hows, proprietary technologies, and similar intellectual property as critical to our success, and rely on intellectual property laws in Hong Kong, as well as confidentiality procedures and contractual provisions with our employees, contractors and others to protect our proprietary rights. As of December 31, 2024, we owned three patent applications in relation to our AI-powered voice synthesis, image generation, and scriptwriting tools, 15 registered trademarks and two registered domain names in Hong Kong.
Our continued success depends upon our ability to protect our core technology and intellectual property. We rely on a combination of confidentiality clauses, contractual commitments, trade secret protections, copyrights, trademarks, patents, and other legal rights to protect our intellectual property and know-how. We enter into confidentiality and proprietary rights agreements with our employees, and controls access to and distribution of our proprietary information. For risk that we may face in this respect, see “Risk Factors — Risks Related to our Business and Industry— We have limited ability to protect and defend our intellectual property rights, and unauthorized parties may infringe upon or misappropriate our intellectual property, which could harm our business and competitive position.” in the Form F-4, as amended (File No. 333-285183), which is incorporated herein by reference.
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Insurance
Consistent with common industry practice, we do not currently maintain business liability insurance, business interruption insurance or key-man insurance. See “Risk Factors — Risks Related to our Business and Industry — Inability to obtain or maintain adequate insurance coverage could adversely affect its results of operations.” in the Form F-4, as amended (File No. 333-285183), which is incorporated herein by reference.
| C. | Organizational Structure |
The following diagram depicts an organizational structure of the Company as of the date of this Report.
| D. | Property, Plants and Equipment |
We are headquartered in Hong Kong. We lease our office space under operating lease agreements from independent third parties. As of December 31, 2024, we leased an aggregate of approximately 2,100 square feet of office space in Hong Kong, with lease terms that typically last for a year. We believe that our existing facilities are generally adequate to meet our current needs, and expects to obtain additional facilities, primarily through leasing, as needed, to accommodate our future expansion plans.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Following the Business Combination, our business is conducted through GIBO and its subsidiaries. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the consolidated financial statements of GIBO and the related notes included elsewhere in this Report. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. The actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those we describe in the Form F-4, as amended (File No. 333-285183) under the section titled “Risk Factors,” which are incorporated herein by reference.
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Overview
Founded with an aim to revolutionize content creation and consumption through AI, we have become a unique and integrated AIGC animation streaming platform with extensive functionalities provided to both viewers and creators that serves a broad community of young people across Asia to create, publish, share and enjoy AI-generated animation video content. As of December 31, 2024, we had approximately 85.9 million registered users, including approximately 73,000 content creators, from 15 countries or regions in Asia, namely Indonesia, the Philippines, Vietnam, Thailand, Myanmar, Malaysia, South Korea, Japan, Taiwan, Bangladesh, India, Cambodia, Hong Kong, Singapore and Laos. As of the same date, we had an average of approximately 37.5 million MAUs on our platform since its inception in September 2023. On our platform, young people create AI-generated content, discover the things they love, and interact and engage with one another.
Our technology platform powers the GIBO.ai website, which features AI-generated animation video content and provides an efficient, interactive, and easy-to-use way to create and share online comic content. GIBO.ai enables content creators to automate tasks, create personalized audio and graphics, obtain data-driven insights into the content they created, and explore new ideas through collaboration. GIBO.ai, launched in September 2023 and equipped with cutting-edge generative AI-powered technology for the generation of animation video content, emphasizes on the establishment of a sustainable ecosystem that can not only empower animation creators on the content creation process but also provide distribution channels for their works to be accessed and monetized by viewers on the platform.
The AI-generated animation video content on GIBO.ai, currently offered substantially in short-form entertainment videos, covers a wide variety of themes ranging from superhero to battle royale and generally tells stories from popular comic books in entertaining yet informative ways. Driven by the big data analytical capabilities, we learn user preferences with respect to content tags and personalize feeds accordingly. As of December 31, 2024, we had approximately 142,000 video uploads and approximately 112.3 billion aggregate video views on our platform. As of the same date, we had enabled over 44.0 million user interactions on our platform, including posts, comments, likes, shares, private messages.
GIBO.ai offers a suite of AI-powered content creation tools through GIBO Create, allowing content creators to employ AI tools through all stages of content creation. GIBO Create currently encompasses (i) AI Voice Synthesis Tool, (ii) AI Image Generator, (iii) Scriptwriting and Storyboarding Tool, and (iv) Audio-Visual Synchronization Tool. With the help of these tools, content creators can use GIBO Create to effortlessly generate (i) human-like voiceovers with premium quality in multiple languages, voices, tones and styles, and (ii) unique images in distinctive comic styles that visualize the creators’ ideas and can be generated in seconds with only a few simple clicks, enabling creators to expand creative possibilities, streamline content production, and create localized, engaging entertaining content. We have nurtured an encouraging community culture that respects creativity, rewards creators and motivates the creation of inspirational content, thorough which young people can connect with each other over shared interests in content. As of December 31, 2024, the content creators accumulatively utilized our text-to-image function for more than 1.1 million times and the text-to-audio function for more than 3.7 million times.
Leveraging our vibrant ecosystem comprised of highly-engaged users and talented creators of AI-generated content, we aim to form a virtuous cycle for commercialization. While access to our platform is currently free for all users, we plan to drive monetization through launching advertising, offering membership subscriptions and pay-per-view options, and providing IT services. In 2024 and 2023, we generated revenue of $30.0 million and nil, respectively, and incurred net losses of $24.9 million and $12.1 million, respectively.
Key Factors that Affect Our Results of Operations
We believe the following key factors may affect our financial condition and results of operations:
Our Ability to Retain and Expand Our User Base Depends on Our Ability to Offer high-quality AI Animation Content that Meets User Preferences and Demands.
Our success depends on our ability to offer high-quality content focused on animation and games. The breadth, depth, and quality of our AI animation content are fundamental in maintaining the attractiveness and value to our users. As of December 31, 2024, we have developed approximately 85.9 million registered users. We rely on our experience from past and current operations to offer, manage, and refine our high-quality AI animation content, which may not be effective as user preferences and market trends change. If we are unable to expand into new high quality AI animation content by diversifying our animation or gaming product pipeline, our ability to keep AI animation content offerings comprehensive and up-to-date may be adversely affected. If we are unable to keep up with evolving user preferences, we may experience a decline in the attractiveness of our user base.
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User generated content and professional generated user content are critical to our AI animation content offering. We encourage and support user generated content and professional generated content in providing AI animation content to sustain our popularity among users and as an effective for product development inspiration. Any failure in encouraging, supporting, and incentivizing user generated content may materially and adversely affect the breadth, depth, and quality of our AI animation content offerings. If we are unable to continue to offer high-quality AI animation content, the reputation and attractiveness of our brand could be compromised, and it may experience a decline in our user base, which could materially and adversely affect our business and future results of operations.
Our Ability to Control Costs and Expenses and Improve Our Operating Efficiency
Our business growth is dependent on our ability to improve our operating efficiency, which is determined by our abilities to monitor and adjust costs and expenses. Specifically, we consider our ability to monitor and adjust staffing costs (including payroll and employee benefit expenses), administrative expenses and research and development costs essential to the success of our business. If our operating costs exceed our estimated budget, our operational efficiency might decrease, having an adverse impact on our business, results of operation, and financial condition.
Our Ability to Compete Successfully
We face significant competition from other animation and gaming companies and other players in the online entertainment market. Some of our competitors, including have a longer operating history, a large user base, or greater financial resources than we do. Our competitors may compete with us in a variety of ways, including attracting the same target users, produce similar styled animations and games, and conducting brand promotions and other marketing activities. In addition, we face competition for leisure time, attention and discretionary spending of our animation players. Other forms of entertainment, such as offline, traditional online, personal computer and console games, television, movies, sports and the internet, together represent much larger or more well-established markets and may be perceived by our users to offer greater variety, affordability, interactivity and enjoyment. Consumer tastes and preferences for leisure time activities are also subject to sudden or unpredictable change on account of new innovations, developments or product launches. If any of our competitors achieves greater market acceptance than we do or is able to offer more attractive content, or that our users do not find our animation games to be compelling or if other existing or new leisure time activities are perceived by our users to offer greater variety, affordability, interactivity and overall enjoyment, our user base and our market share may decrease, which may materially and adversely affect our business, our future financial condition, and results of operations.
Results of Operations
The following table summarizes the results of our operations for the periods presented, and provides information regarding the dollar and percentage increase or (decrease) during such periods.
For the years ended December 31, | Variances | |||||||||||||||
| 2024 | 2023 | Amount | % | |||||||||||||
| Revenue | $ | 30,000,000 | - | $ | 30,000,000 | 100.0 | % | |||||||||
| Cost of revenue | 4,368,333 | - | 4,368,333 | 100.0 | % | |||||||||||
| Gross profit | 25,631,667 | - | 25,631,667 | 100.0 | % | |||||||||||
| Operating costs | ||||||||||||||||
| General and administrative expenses | 1,253,323 | $ | 719,260 | 534,063 | 74.3 | % | ||||||||||
| Depreciation and amortization | 209,431 | 76,097 | 133,334 | 175.2 | % | |||||||||||
| Research and development expenses | 49,032,968 | 11,326,463 | 37,706,505 | 332.9 | % | |||||||||||
| Total operating costs | 50,495,722 | 12,121,820 | 38,373,902 | 316.6 | % | |||||||||||
| Loss from operations | (24,864,055 | ) | (12,121,820 | ) | (12,742,235 | ) | 105.1 | % | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest income | 371 | 191 | 180 | 94.2 | % | |||||||||||
| Foreign exchange translation gain | 11,351 | 4,060 | 7,291 | 179.6 | % | |||||||||||
| Total other income | 11,722 | 4,251 | 7,471 | 175.7 | % | |||||||||||
| Net loss before income taxes | (24,852,333 | ) | (12,117,569 | ) | (12,734,764 | ) | 105.1 | % | ||||||||
| Income tax expense | - | - | - | - | ||||||||||||
| Net loss | $ | (24,852,333 | ) | $ | (12,117,569 | ) | $ | (12,734,764 | ) | 105.1 | % | |||||
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Revenues
Our total revenue increased by $30,000,000, or 100.0%, to $30,000,000 in fiscal year 2024 from Nil in fiscal year 2023. The increase in our revenue was primarily due to an increase in revenue from IT services to customers in fiscal year 2024.
While access to our platform is currently free for all users, we plan to drive monetization and generate revenues through launching advertising, offering membership subscriptions and pay-per-view options, and providing IT services. As of the date of this proxy statement/prospectus, we have entered into an IT service agreement which leverages our technological capabilities to empower the business growth of our enterprise customers and accelerate the monetization of our business. See “Information Related to GIBO – Our Monetization Models” for details.
Cost of Revenue
Our cost of revenue increased by $4,368,333, or 100.0%, from Nil in fiscal year 2023 to $4,368,333 in fiscal year 2024 , primarily due to increased revenue associated with our IT services.
Operating Costs
Our operating costs primarily include research and development expenses, marketing and promotional expenses, professional fees, depreciation and amortization.
Our only activities from inception through December 31, 2023 and December 31, 2024 were research and development of AI animation technology and content, development of users and searching for a Business Combination opportunity. We incur expenses associated with conducting AI animation research and development, marketing activities to develop user base and general organization administrative expenses.
Interest Income
We generate immaterial non-operating income in the form of interest income on our cash deposit.
Comparison of the Fiscal Year Ended December 31, 2024 and 2023
Total operating costs increased by approximately $38,373,902, or 316.6%, from $12,121,820 in the fiscal year 2023 to $50,495,722 in fiscal year 2024.
The increase in our operating costs primarily due to (i) an increase in research and development expenses by $37,706,505 or 332.9%, from $11,326,463 in fiscal year 2023 to $49,032,968 in fiscal year 2024 because we outsourced more AI animation development services to third-party vendors in fiscal year 2024 than we did in fiscal year 2023 to conduct AI-driven market research, user preference analysis, AI animation software design, prototyping of the user interface, security architecture outlining measures for data protection, encryption, and intrusion prevention, and integration of backend systems, third-party services, and AI functionalities, etc. which led to higher research and development expenses in fiscal year 2024; (ii) an increase in depreciation and amortization expenses by $133,334 or 175.2%, from $76,097 in fiscal year 2023 to $209,431 in fiscal year 2024, primarily because our computer software and applications used in conducting our AI animation business, which led to increased amortization expenses during fiscal year 2024; and (iii) an increase in general and administrative expenses by $534,063 or 74.3%, from $719,260 in fiscal year 2023 to $1,253,323 in fiscal year 2024 because of increased professional and consulting service fees.
As a result of the above, we reported a net loss of $24,852,333 in fiscal year 2024, as compared to a net loss of $12,117,569 in fiscal year 2023.
Liquidity and Capital Resources
We were incorporated in the Cayman Islands as a holding company and our Cayman Islands holding company did not have active business operations as of December 31, 2024 and as of the date of this proxy statement/prospectus. Our consolidated assets and liabilities and consolidated operating costs and net loss are the operation results of our subsidiary Hong Kong Daily and GIBO AI. Our subsidiary’s ability to transfer funds to us in the form of loans or advances or cash dividends is not materially restricted by regulatory provisions in accordance with laws and regulations in Hong Kong and Cayman Islands. As of December 31, 2023 and 2024, none of the net assets of our subsidiary in Hong Kong and Cayman Islands were restricted net assets and there were no funds transferred from Hong Kong Daily and GIBO AI to us in the form of loans, advances, or cash dividends during the years ended December 31, 2024 and 2023.
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For the years ended December 31, 2024 and 2023, we reported a net loss of approximately $24.9 million and $12.1 million, respectively, primarily due to significant amount of research and development costs incurred when we outsourced AI animation development projects to third-party vendors to conduct AI-driven market research, user preference analysis, AI animation software design, prototyping of the user interface, security architecture outlining measures for data protection, encryption, and intrusion prevention, and integration of backend systems, third-party services, and AI functionalities. Cash provided by operating activities amounted to approximately $23.6 million for the years ended December 31, 2024, and Cash used in operating activities amounted to approximately $11.4 million for the years ended December 31, 2023, respectively. These conditions raised substantial doubt about the Company’s ability to continue as a going concern.
Our liquidity is based on our ability to obtain financing from investors to fund our general operations and business expansion needs. Our ability to continue as a going concern is dependent on our management’s ability to successfully execute our business plan, which includes controlling operating cost and expenses to generate positive operating cash flows and obtain financing from outside sources.
As of December 31, 2023, we had cash balance of approximately $6.1 million and working capital of approximately $5.2 million. As of December 31, 2024, we had cash balance of approximately $86.8 thousand and net current liabilities of approximately $24.7 million. Historically, we obtained working capital financing primarily through shareholder investment and borrowing from related parties. During the fiscal year 2021, 2022 and 2023, seven investor groups contributed $836,616, $11,824,763 and $17,525,456 to increase the paid-in capital of Hong Kong Daily, respectively. As of December 31, 2024 and 2023, total capital contribution received from our shareholders amounted to $30,200,855. In addition, as of December 31,2024 and 2023, we had borrowed approximately $3.4 million and $1.5 million from related parties to support our working capital needs, respectively. Such borrowings amounted $2.3 million and $1.5 million are interest free and due on demand as of December 31,2024 and 2023, respectively, borrowings amounted $1.1 million are 3% or 5% per annum interest rate and due in year 2026 as of December 31,2024.
However, there can be no assurance that our future cashflows from operating activities or financing activities including equity financing will be sufficient to support our ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If we are unable to raise sufficient financing or events or circumstances occur such that we do not meet our strategic plans, we will be required to reduce our research and development expenditure and certain discretionary spending, or be unable to fund capital expenditures, which would have a material adverse effect on our financial position, results of operations, cash flows, and ability to achieve our intended business objectives. In the six months ended December 31, 2024, we have generated revenues amounted $30.0 million, and we continued need to raise additional capital to finance our future operations. Accordingly, we have concluded that there is substantial doubt about our ability to continue as a going concern for a period of one year from the date that these financial statements are issued. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the financial statements have been prepared on a basis that assumes we will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
The following table sets forth summary of our cash flows for the periods presented:
For the Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Net cash provided by (used in) operating activities | $ | 23,608,570 | $ | (11,422,031 | ) | |||
| Net cash used in investing activities | (30,000,000 | ) | (600,000 | ) | ||||
| Net cash provided by financing activities | 426,317 | 18,043,307 | ||||||
| Net (decrease) increase in cash | (5,965,113 | ) | 6,021,276 | |||||
| Cash, beginning of year and period | 6,051,863 | 30,587 | ||||||
| Cash, end of year and period | $ | 86,750 | $ | 6,051,863 | ||||
Operating Activities
Net cash provided by operating activities amounted to $23,608,570 for the years ended December 31, 2024, and primarily consisted of the following:
| ● | net loss of $24,852,333; | |
| ● | A decrease in prepaid expenses and other current assets of $524,415 and an increase in accrued expenses and other current liabilities of $2,203,647. The decrease in prepaid expenses and other current assets primarily due to decrease in prepaid server expense in the years ended December 31, 2024, the increase in accrued expenses and other current liabilities primarily due to an increase in accrued agent fee of GIBO. |
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Net cash used in operating activities amounted to $11,422,031 for the year ended December 31, 2023, and primarily consisted of the following:
| ● | net loss of $12,117,569; | |
| ● | A decrease in other current assets of $577,881 and an increase in other current liabilities of $41,560. The decrease in other current assets primarily due to prepaid server expense in the fiscal year 2022, the increase in other current liabilities primarily due to an increase in accrued /register agent fee of GIBO. |
Investing Activities
Cash used in investing activities was $30,000,000 for the year ended December 31, 2024, which primarily included purchases of servers and network equipment used in conducting our AI animation business.
Cash used in investing activities was $600,000 for the year ended December 31, 2023, which primarily included purchases of computer software and applications used in conducting our AI animation business.
Financing Activities
Cash provided in financing activities was $426,317 for the years ended December 31, 2024, which consisted of borrowing from related parties and third parties as working capital of $1,930,779 and $105,252, respectively, and payment of deferred offering costs of $1,609,714.
Cash provided by financing activities was $18,043,307 for the year ended December 31, 2023, which consisted of capital contribution by shareholders of $17,525,456 and borrowing from related parties as working capital of $517,851.
Trend Information
Other than as disclosed elsewhere in this proxy statement/prospectus, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our liquidity, or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
Off-balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of December 31, 2024 and 2023.
Inflation
Inflation does not materially affect our business or the results of our operations.
Seasonality
Seasonality does not materially affect our business or the results of our operations.
Contractual Obligation
Contractual Obligations
Our subsidiary Hong Kong Daily entered into non-cancelable leases agreement with the landlord for office lease. For the years ended December 31, 2024 and 2023, we reported total operating lease expenses of $77,976 and $77,976, respectively.
The following table summarizes the maturity of operating lease liability and future minimum payments of operating leases as of December 31, 2024:
| Amounts | ||||
| Year ending December 31, | ||||
| 2025 | $ | 38,988 | ||
| Total future minimum lease payments | 38,988 | |||
| Less: imputed interest | (425 | ) | ||
| Present value of operating lease liability | $ | 38,563 | ||
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Total future minimum lease payments under the non-cancelable operating lease with respect to the offices lease as of December 31, 2024 is as follows:
Lease commitment | ||||
| Within 1 year | $ | 38,988 | ||
| Total | $ | 38,988 | ||
Critical Accounting Policy, Judgments and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. These financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenue and expenses, to disclose contingent assets and liabilities on the date of the consolidated financial statements, and to disclose the reported amounts of revenue and expenses incurred during the financial reporting period. The most significant estimates and assumptions include the realizability of prepayments, useful lives of property and equipment and intangible assets, the recoverability of long-lived assets and provision necessary for contingent liabilities. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies as disclosed in this proxy statement/prospectus reflect the more significant judgments and estimates used in preparation of our consolidated financial statements. Further, we elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (1) are no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
Recent Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in “Note 2. Summary of Significant Accounting Policies” to our consolidated financial statements included elsewhere in this proxy statement/prospectus.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
| A. | Directors and Senior Management |
The following table sets forth information regarding our directors and executive officers as of the date of this Report. The business address of our directors and executive officers is Unit 2912, Metroplaza, Tower 2, 223 Hing Fong Road, Kwai Chung, N.T., Hong Kong.
| Name | Position | |
| Chun Yen “Dereck” Lim | Founder and Chairman of Board of Directors | |
| Jing Tuang “Zelt” Kueh | Director, Chief Executive Officer and Chief Technology Officer | |
| Kwan Chen “Katrina” Hung | Chief Financial Officer | |
| Li Noi Chia | Independent Director | |
| Bee Lian Ooi | Independent Director | |
| Peter Ban | Independent Director |
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Mr. Chun Yen “Dereck” Lim is our chairman of board of directors. Prior to the consummation of the Business Combination, he has served as the chairman of the board of directors of GIBO since September 2023 and as our director since July 2024. Since March 2015, he has served as the chief marketing officer of Sri Highlights Carriage Services Sdn. Bhd., a vehicle carriage management and logistics services provider in Malaysia, where he oversees the digital transition of the company’s business model and marketing-related matters. In 2019, he also served as a project manager at SinoBumi Resource Sdn. Bhd., where he took charge of project coordination and prepared budget forecast. From 2008 to 2012, Mr. Lim studied Management and Marketing at Monash University.
Mr. Jing Tuang “Zelt” Kueh is our director, chief executive officer and chief technology officer. Prior to the consummation of the Business Combination, he has served as the chief technology officer of GIBO since September 2023 and the chief executive officer of GIBO since January 2024. Prior to joining GIBO, from November 2018 to June 2022, he served as the chief executive officer at ARx Media Sdn. Bhd., a Malaysian full-stacked technology solutions provider specializing in the application of artificial intelligence. From October 2019 to May 2022, Mr. Kueh served as the technology advisor at Katch International Sdn. Bhd., a health and wellness software-as-a-service company. Mr. Kueh obtained his bachelor’s degree with honors in civil engineering from Swinburne University of Technology in 2013.
Ms. Kwan Chen “Katrina” Hung is our chief financial officer. Prior to the consummation of the Business Combination, she has served as the chief financial officer and director of GIBO since September 2023. Prior to joining GIBO, from August 2016 to August 2023, she served as the head of investment at Hong Kong Fine Wine Exchange Center Limited in charge of retail sales of premium wine and spirits. From February 2015 to July 2016, Ms. Hung served as a secretary at Manllion Financial Group Limited in charge of administrative reporting to senior management. From 2012 to 2014, Ms. Hung studied at Wilfrid Laurier University and HKU School of Professional and Continuing Education.
Ms. Li Noi Chia serves as our independent director. Since April 2017, Ms. Chia has served as the finance executive at HLA Garment (Malaysia) Sdn Bhd, an international retail clothing brand, where she oversees accounting, financial reporting, tax reporting, annual budgeting and planning. From January 2016 to March 2017, Ms. Chia served as the manager of accounts payable at Onyx Corporate Pty Ltd., an Australian corporate advisory firm. From April 2009 to December 2015, Ms. Chia served as an accounts payable executive at Ensco Australia Pty Ltd., an Australian oil and gas provider, where she handled accounts payables and process flows. Ms. Chia obtained her bachelor’s degree in Accounting and Banking & Finance from Monash University in Malaysia in 2004.
Ms. Bee Lian Ooi serves as our independent director. In June 2020, Ms. Ooi founded JL Signature Sdn. Bhd., a private investment and asset management firm focusing on real estate and technology-driven investment holdings in Malaysia, and she has served as the Managing Director since then. Specializing in haemodialysis patient care and general life support interventions, Ms. Ooi had served as an Associate Director of Nursing Department of the Penang Community Haemodialysis Society from January 2015 to March 2022, a healthcare provider. Her tenure included years of progressive leadership with experience in governance, operations, strategy development, advocacy, human resources and business development, where she served on several association-wide task forces. Since January 2008, Ms. Ooi has also served as a Sales and Marketing Manager in Healthcare Retailer Extra Excel (Malaysia) Sdn. Bhd., with experience in marketing healthcare and wellness products in the Malaysian market. Ms. Ooi received her Executive Master of Business Administration Degree from Lincoln University College, Malaysia in June 2022, and obtained a Diploma in Nursing from the College of Nursing, Hospital Lam Wah Ee, Malaysia in September 1992.
Mr. Peter Ban serves as our independent director. Since July 2022, Mr. Ban has served as the chief executive officer at International Commence Center of Kuala Lumpur, a Malaysian real estate development and asset management company. From December 2017 to July 2022, he served as the residences manager and acting director of residences at Four Season Hotels & Report, a global luxury hotel and resort brand. Mr. Ban received his bachelor’s degree in Hospitality Management from Technological University Dublin.
Family Relationship
There is no familial relationship among our directors and executive officers.
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Employment Agreements and Indemnification Agreements
We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officer is employed for a specified time period. We may terminate employment for cause, at any time, without advance notice or remuneration. We may also terminate an executive officer’s employment without cause upon advance written notice. In such case of termination by us, we will provide severance payments to the executive officer as expressly required by applicable law of the jurisdiction where the executive officer is based. The executive officer may resign at any time with an advance written notice. Each executive officer has agreed to hold in strict confidence and not to use, except for our benefit, any proprietary information, technical data, trade secrets and know-how of our company or the confidential or proprietary information of any third party, including our subsidiaries and clients, received by us. Each of these executive officers has also agreed to be bound by noncompetition and non-solicitation restrictions during the term of his or her employment and two years following the termination of the employment.
We have also entered into indemnification agreements with our directors and executive officers. We will indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of them being our directors or executive officers.
| B. | Compensation |
For the years ended December 31, 2023 and 2024, GIBO paid nil and nil, respectively, in cash to its executive officers and directors. For the year ended December 31, 2024 and as of the date of this report, we have not paid compensation to our executive officers and directors.
| C. | Board Practices |
Board of Directors
Our board of directors consists of five directors, including three independent directors. A director is not required to hold any shares by way of qualification. A director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with us is required to declare the nature of his or her interest at a meeting of our directors.
A general notice given to the directors by any director to the effect that he or she is a member of any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm, shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated.
Subject to the rules of the Nasdaq and the disqualification by chairman at the relevant meeting of our board of directors, a director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he or she may be interested therein. If he or she does so, his or her vote shall be counted and such director may be counted in the quorum at any meeting of the directors at which any such contract or transaction or proposed contract or transaction is considered shall come before the meeting for consideration.
The directors may from time to time at their discretion exercise all the powers to raise or borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of us or of any third party. None of the directors have a service contract with us that provides for benefits upon termination of service.
Committees of the Board of Directors
We have established an audit committee, a compensation committee and a nominating and corporate governance committee under the board of directors, and adopted a charter for each of the three committees. Each committee’s members and functions are described below.
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Audit Committee. Our audit committee consists of Ms. Li Noi Chia, Ms. Bee Lian Ooi, and Mr. Peter Ban, and will be chaired by Ms. Li Noi Chia. Ms. Li Noi Chia, Ms. Bee Lian Ooi and Mr. Peter Ban satisfy the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq and meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended. We have determined that Ms. Li Noi Chia qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements. The audit committee is responsible for, among other things:
| ● | selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; | |
| ● | reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; | |
| ● | reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; | |
| ● | discussing the annual audited financial statements with management and the independent registered public accounting firm; | |
| ● | reviewing major issues as to the adequacy of its internal controls and any special audit steps adopted in light of material control deficiencies; | |
| ● | annually reviewing and reassessing the adequacy of its audit committee charter; | |
| ● | meeting separately and periodically with management and the independent registered public accounting firm; and | |
| ● | reporting regularly to the board of directors. |
Compensation Committee. Our compensation committee consists of Mr. Peter Ban, Ms. Bee Lian Ooi and Ms. Li Noi Chia, and will be chaired by Mr. Peter Ban. Mr. Peter Ban, Ms. Bee Lian Ooi and Ms. Li Noi Chia satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq. The compensation committee assists the board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to its directors and executive officers. The executive officers may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee is responsible for, among other things:
| ● | reviewing the total compensation package for its executive officers and making recommendations to the board of directors with respect to it; | |
| ● | approving and overseeing the total compensation package for its executives other than the three most senior executives; | |
| ● | reviewing the compensation of its directors and making recommendations to the board of directors with respect to it; and | |
| ● | periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans. |
Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Ms. Bee Lian Ooi, Mr. Peter Ban and Ms. Li Noi Chia, and is chaired by Ms. Bee Lian Ooi. Ms. Bee Lian Ooi, Mr. Peter Ban and Ms. Li Noi Chia satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become its directors and in determining the composition of the board of directors and its committees. The nominating and corporate governance committee is responsible for, among other things:
| ● | recommending nominees to the board of directors for election or re-election to the board of directors, or for appointment to fill any vacancy on the board of directors; | |
| ● | reviewing annually with the board of directors the current composition of the board of directors with regards to characteristics such as independence, age, skills, experience and availability of service to us; |
| 25 |
| ● | selecting and recommending to the board of directors the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; and | |
| ● | monitoring compliance with its code of business conduct and ethics, including reviewing the adequacy and effectiveness of its procedures to ensure proper compliance. |
Duties of Directors
Under Cayman Islands law, directors have a fiduciary duty to act honestly, in good faith and with a view to our best interests. Our directors also have a duty to exercise their skills and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association as may be amended from time to time. We have a right to seek damages against any director who breaches a duty owed to it.
Code of Business Conduct and Ethics and Corporate Governance
We have adopted a code of business conduct and ethics, which is applicable to all of our directors, executive officers and employees. Our nominating and corporate governance committee is responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors.
Terms of Directors and Officers
Pursuant to our amended and restated memorandum and articles of association as currently effective, we may by an ordinary resolution appoint any person to be a director. The board of directors may, by the affirmative vote of a simple majority of the remaining directors present and voting at a board meeting, appoint any person as a director, to fill a casual vacancy on the board.
An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between us and the director, if any; but no such term shall be implied in the absence of express provision. Each director whose term of office expires shall be eligible for re-election at a meeting of the shareholders or re-appointment by the board.
A director may be removed from office by an ordinary resolution (except with regard to the removal of a director who is the chairman, who may be removed from office by a special resolution), notwithstanding anything in our articles of association or in any agreement between us and such director (but without prejudice to any claim for damages under such agreement).
In addition, the office of our directors shall be vacated if the director: (a) becomes bankrupt or makes any arrangement or composition with his creditors; (b) dies or is found to be or becomes of unsound mind; (c) resigns his office by notice in writing to us; or (d) is removed from office pursuant to other provisions in the amended and restated memorandum and articles of association.
Our officers are elected by and serve at the discretion of the board of directors.
| D. | Employees |
As of December 31, 2024, we had 23 full-time employees. The following table sets forth the numbers of our full-time employees categorized by function as of the same date.
| Function | Number of Employees | Percentage | ||||||
| Information technology | 7 | 30.5 | % | |||||
| Operations | 5 | 21.7 | % | |||||
| Research and development | 4 | 17.4 | % | |||||
| Finance and administration | 2 | 8.7 | % | |||||
| Design and marketing | 5 | 21.7 | ||||||
| Total | 23 | 100.0 | % | |||||
| 26 |
Our success depends on our ability to attract, retain, and motivate qualified employees. As part of our human resources strategy, we provide our employees with competitive salaries and performance-based cash bonuses. In addition, we provide regular training and development programs on topics critical to our business operations. We have generally been able to attract and retain qualified personnel and maintain a stable core management team.
We enter into standard employment contracts and confidentiality agreements with our employees. We believe that we maintain a good working relationship with our employees. To date, we have not experienced any material labor disputes. None of our employees are represented by labor unions.
| E. | Share Ownership |
Information regarding the ownership of our ordinary shares by our directors and executive officers is set forth in Item 7.A of this Report.
| F. | Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation |
Not applicable.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
| A. | Major Shareholders |
The following table sets forth information regarding the beneficial ownership of our Ordinary Shares by:
| ● | each person or group of affiliated persons, known by us to beneficially own 5.0% or more of our outstanding Ordinary Shares; | |
| ● | each of our executive officers and directors; and | |
| ● | all of our executive officers and directors as a group. |
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares that the person has the right to acquire within 60 days are included, including through the exercise of any option or other right or the conversion of any other security. However, these shares are not included in the computation of the percentage ownership of any other person.
The percentage of our Ordinary Shares beneficially owned by the parties listed below is calculated based on 725,367,986 Ordinary Shares (including 530,404,830 Class A Ordinary Shares and 194,963,156 Class B Ordinary Shares) issued and outstanding as of the date of this Report, after giving effect to the Business Combination.
Number of Class A Ordinary Shares | Number of Class B Ordinary Shares | % of Ordinary Shares | % of Voting Power | |||||||||||||
| Directors Nominees and Executive Officers (1) | ||||||||||||||||
| Chun Yen “Dereck” Lim | - | 39,227,999 | 5.4 | % | 17.7 | % | ||||||||||
| Jing Tuang “Zelt” Kueh | - | 10,698,545 | 1.5 | % | 4.8 | % | ||||||||||
| Kwan Chen “Katrina” Hung | 7,132,363 | - | 1.0 | % | * | |||||||||||
| Li Noi Chia | - | - | - | - | ||||||||||||
| Bee Lian Ooi | 5,000 | - | * | * | ||||||||||||
| Peter Ban | - | - | - | - | ||||||||||||
| All Director Nominees and Executive Officers as a Group | 7,137,363 | 49,926,544 | 7.9 | % | 22.5 | % | ||||||||||
| 5.0% Shareholders | ||||||||||||||||
| Chun Yen “Dereck” Lim | - | 39,227,999 | 5.4 | % | 17.7 | % | ||||||||||
Notes:
| * | Representing less than 1%. | |
| (1) | Unless otherwise noted, the business address of each of the following entities or individuals is Unit 2912, Metroplaza, Tower 2, 223 Hing Fong Road, Kwai Chung, N.T. Hong Kong. |
| 27 |
| B. | Related Party Transactions |
a. Nature of relationships with related parties
| Name | Relationship with the Company | |
| Mr. Lim Chun Yen | Chief Executive Officer of the Company | |
| Ms. Hung Kwan Chen | Chief Financial Officer of the Company | |
| Mr. Kueh Jing Tuang | Chief Technology Officer of the Company | |
| General Analytics Limited | Shareholder of the Company | |
| Billion Start Enterprise Limited | Shareholder of the Company | |
| Chinese Top Asset Management Holdings Limited | Shareholder of the Company | |
| Dragon Huge Development Limited | Shareholder of the Company | |
| Treasure Nice Investment Limited | Shareholder of the Company | |
| Prime King Investment Limited | Shareholder of the Company | |
| Stand Best Creation Limited | Shareholder of the Company |
b. Services received from related parties
Services received from related parties consist of the following:
| For the years ended December 31, | ||||||||
| Name | 2024 | 2023 | ||||||
| Chinese Top Asset Management Holdings Limited | $ | 115,000,000 | $ | - | ||||
| Billion Start Enterprise Limited | 19,000,000 | - | ||||||
| Dragon Huge Development Limited | 13,000,000 | - | ||||||
| Treasure Nice Investment Limited | 9,000,000 | - | ||||||
| Total Services received from related parties | $ | 156,000,000 | $ | - | ||||
c. Amounts due to related parties
Amounts due to related parties consist of the following:
| As of December 31, | ||||||||
| Name | 2024 | 2023 | ||||||
| Chinese Top Asset Management Holdings Limited | $ | 21,800,000 | $ | - | ||||
| Mr. Lim Chun Yen | 1,041,846 | 247,900 | ||||||
| Ms. Hung Kwan Chen | 590,223 | 644,488 | ||||||
| Mr. Kueh Jing Tuang | 466,292 | 344,100 | ||||||
| General Analytics Limited | 233,300 | 233,300 | ||||||
| Prime King Investment Limited | 5,000 | - | ||||||
| Total due to related parties | $ | 24,136,661 | $ | 1,469,788 | ||||
As of December 31, 2024 and 2023, the balance of due to related parties (excluding Chinese Top Asset Management Holdings Limited) was comprised of advance from the Company’s related parties and was non-trade in nature and unsecured, used for working capital during the Company’s normal course of business. Such advance was non-interest bearing and due on demand.
On November 11, 2024, the Company entered into an equipment purchase agreement with a related party supplier, Chinese Top Asset Management Holdings Limited (“CTA”), to purchase a set of equipment from CTA with an aggregate purchase price of $51.8 million. On November 25, 2024, the Company notified the Customer Grand Harvest Corporation Limited to directly pay $30 million on behalf of the Company to CTA in order to speed up settlement process and streamlines cash flow management of each party. As a result, the balance of CTA was $21,800,000 as of December 31,2024.
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d. Loan from related parties
Loans from related parties consist of the following:
| As of December 31, | ||||||||
| Name | 2024 | 2023 | ||||||
| Prime King Investment Limited | $ | 1,007,106 | $ | - | ||||
| Stand Best Creation Limited | 56,800 | - | ||||||
| Total loan from related parties | $ | 1,063,906 | $ | - | ||||
As of December 31,2024, the balance of loan from related parties was comprised of loan from the Company’s related parties and was non-trade in nature and unsecured, used for working capital during the Company’s normal course of business. Such loan was 3% or 5% per annum interest rate bearing and due in year 2026.
| C. | Interests of Experts and Counsel |
Not applicable.
| A. | Consolidated Statements and Other Financial Information |
Consolidated Financial Statements
See Item 18 of this Report for our consolidated financial statements and other financial information.
Legal Proceedings
From time to time, we may be subject to various legal proceedings and claims that arise in the ordinary course of business. We are currently not a party to, and we are not aware of any threat of, any legal or administrative proceedings that, in the opinion of our management, are likely to have any material and adverse effect on our business, financial condition, cash-flow or results of operations.
Dividend Policy
Subject to any rights and restrictions for the time being attached to any shares, our directors may from time to time declare dividends (including interim dividends) and other distributions on shares in issue and authorize payment of the same out of our funds lawfully available therefor.
Subject to any rights and restrictions for the time being attached to any shares, we may declare dividends by an ordinary resolution, but no dividend shall exceed the amount recommended by the directors.
| B. | Significant Changes |
Except as disclosed elsewhere in this Report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this Report.
| 29 |
| A. | Offer and Listing Details |
Nasdaq Listing of the Class A ordinary shares and Warrants
Our Class A ordinary shares and warrants to purchase the Class A ordinary shares listed on Nasdaq are traded under the symbols “GIBO” and “GIBOW,” respectively. Holders of our securities should obtain current market quotations for their securities. There can be no assurance that our securities will remain listed on Nasdaq. If we fail to comply with the Nasdaq listing requirements, our securities could be delisted from Nasdaq. A delisting of our securities will likely affect their liquidity and could inhibit or restrict our ability to raise additional financing.
Transfer Restrictions
As of the date of this Report, the Sponsor and BUJA’s previous officers and directors beneficially own approximately 0.04% of the aggregate voting power of our issued and outstanding share capital. Pursuant to the terms of the letter agreement entered into by and among BUJA, the Sponsor, the officers and directors of BUJA, the BUJA Founder Shares (converted into shares of our Class A Ordinary Shares at the Second Merger Effective Time) are subject to certain transfer restrictions: in the case of BUJA Founder Shares, not to transfer, assign or sell any of the BUJA Founder Shares (except to certain permitted transferees) until (1) with respect to 50% of the BUJA Founder Shares, the earlier of six months after the date of the consummation of the Business Combination and the date on which the closing price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Business Combination and (2) with respect to the remaining 50% of the BUJA Founder Shares, six months after the date of the consummation of the Business Combination, or earlier, in either case, if, subsequent to the Business Combination, BUJA consummates a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Upon the consummation of the Business Combination, we issued 28,534 Class A Ordinary Shares pursuant to the Advisory Agreement dated April 22, 2024 between A.G.P./Alliance Global Partners and BUJA for the transaction fee of $325,000, based on the price of $11.39 per share as of March 11, 2025 the day prior to the effectiveness of the Company’s registration statement on Form F-4 (File No. 333-285183), as amended. Such shares are subject to a 180-day FINRA lock-up.
| B. | Plan of Distribution |
Not applicable.
| C. | Markets |
Our Class A ordinary shares and warrants to purchase the Class A ordinary shares are listed on the Nasdaq Stock Market under the symbols “GIBO” and “GIBOW,” respectively.
| D. | Selling Shareholders |
Not applicable.
| E. | Dilution |
Not applicable.
| F. | Expenses of the Issue |
Not applicable.
| 30 |
ITEM 10. ADDITIONAL INFORMATION
| A. | Share Capital |
Our authorized share capital is $50,000 divided into 50,000,000,000 shares of par value of US$0.000001 each, comprising of (i) 45,000,000,000 Class A ordinary shares of par value of US$0.000001 each and (ii) 5,000,000,000 Class B ordinary shares of par value of US$0.000001 each.
As of the date hereof, subsequent to the consummation of the Business Combination, there are 530,404,830 Class A ordinary shares and 194,963,156 Class B ordinary shares issued and outstanding. All of the Ordinary Shares issued and outstanding have been fully paid and are non-assessable.
Upon the consummation of the Business Combination, outstanding BUJA Warrants were assumed by the Company and converted into corresponding Warrants to purchase 2,873,741 Class A Ordinary Shares.
| B. | Memorandum and Articles of Association |
Information regarding certain material provisions of our amended and restated memorandum and articles of association is included in the Form F-4, as amended (File No. 333-285183) under the section titled “Description of PubCo’s Share Capital” and is incorporated herein by reference.
| C. | Material Contracts |
Information regarding certain material contracts we entered in connection with the Business Combination is set forth in “Item 4. Information on the Company—A. History and Development of the Company.”
| D. | Exchange Controls |
There are no governmental laws, decrees, regulations or other legislation in the Cayman Islands that may affect the import or export of capital, including the availability of cash and cash equivalents for use by us, or that may affect the remittance of dividends, interest, or other payments by us to non-resident holders of Cayman Islands of our ordinary shares.
| E. | Taxation |
Information regarding certain U.S. tax consequences of owning and disposing of our Class A Ordinary Shares are described in the Form F-4, as amended (File No. 333-285183) under the section titled “Material Tax Considerations” and is incorporated herein by reference.
| F. | Dividends and Paying Agents |
Not applicable.
| G. | Statement by Experts |
The financial statements of the Company as of December 31, 2024 and 2023 and for the years then ended included in this Report have been audited by Enrome LLP, independent registered public accounting firm, as stated in their report appearing elsewhere herein. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing.
The financial statements of BUJA as of December 31, 2024 and 2023 and for the years then ended included in this Report have been audited by UHY LLP, independent registered public accounting firm, as stated in their report appearing elsewhere herein. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing.
| H. | Documents on Display |
We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an annual report on Form 20-F containing financial statements audited by an independent accounting firm. We may, but are not required, to furnish to the SEC, on Form 6-K, unaudited financial information after each of our first three fiscal quarters. All information we file with the SEC can be obtained over the internet at the SEC’s website at www.sec.gov.
| 31 |
| I. | Subsidiary Information |
Not applicable.
| J. | Annual Report to Security Holders |
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate risk
We are exposed to interest rate risk on our interest-bearing assets and liabilities. As part of our asset and liability risk management, we review and take appropriate steps to manage our interest rate exposures on our interest-bearing assets and liabilities. We have not been exposed to material risks due to changes in market interest rates, and not used any derivative financial instruments to manage the interest risk exposure during the years ended December 31, 2024 and 2023.
Inflation risk
Inflationary factors, such as increases in personnel and overhead costs, could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of sales revenue if the revenues do not increase with such increased costs.
Liquidity risk
We are also exposed to liquidity risk, which is risk that we will be unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to other financial institutions and related parties to obtain short-term funding to cover any liquidity shortage.
Foreign exchange risk
Our functional currency and reporting currency is both USD. We are exposed to foreign exchange risk in respect of our operating activities when purchase of services in Hong Kong or other areas is using transaction currency other than USD.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
| B. | Warrants |
There are 2,873,741 warrants outstanding as of May 8, 2025. Following the consummation of the Business Combination, we have assumed all outstanding warrants issued by BUJA and converted them into corresponding warrants to purchase our Class A Ordinary Shares (the “Assumed Public Warrants”). The Assumed Public Warrants have substantially the same terms as the warrants issued by BUJA, and will not become exercisable until 30 days after the Second Closing, provided that and will expire five years after the completion of the Business Combination. However, we shall not be obligated to issue any Class A Ordinary Share pursuant to the exercise of a warrant and shall have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to our Class A Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current. Each Warrant will entitle the holder thereof to purchase one Class A Ordinary Share of ours at a price of $11.50 per whole share, subject to adjustment. The warrants may be exercised only for a whole number of our Class A Ordinary Shares.
Not applicable.
| 32 |
See Item 18.
The financial statements of GIBO as of December 31, 2023 and 2024 and for the years then ended are filed as part of this Report beginning on page F-2.
The financial statements of BUJA as of December 31, 2023 and 2024 and for the years then ended are filed as part of this Report beginning on page F-7.
The unaudited pro forma condensed combined financial information of GIBO and BUJA are attached as Exhibit 15.1 to this Report.
| 33 |
(*) Filed herewith.
| 34 |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| GIBO HOLDINGS LIMITED | ||
| Date: May 14, 2025 | By: | /s/ Jing Tuang “Zelt” Kueh |
| Name: | Jing Tuang “Zelt” Kueh | |
| Title: | Chief Executive Officer | |
| 35 |
BUKIT JALIL GLOBAL ACQUISITION 1 LTD.
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Shareholders of Bukit Jalil Global Acquisition 1 Ltd.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Bukit Jalil Global Acquisition 1 Ltd. (the “Company”) as of December 31, 2024 and 2023, and the related statements of operations, changes in shareholders’ (deficit) equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared to assume the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no revenue, and incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in the pursuit of the consummation of a business combination. The Company’s cash and working capital as of December 31, 2024 are not sufficient to complete its planned activities for the upcoming year. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events, conditions and plans regarding these matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty, and our opinion is not modified with respect to that matter.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ UHY LLP
We have served as the Company’s auditor since 2022.
New York, New York
April 15, 2025
| F-2 |
BUKIT JALIL GLOBAL ACQUISITION 1 LTD
December 31, 2024 | December 31, 2023 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 15,265 | $ | 295,372 | ||||
| Prepaid expenses | 5,000 | 101,684 | ||||||
| Total current asset | 20,265 | 397,056 | ||||||
| Investments held in Trust Account | 32,819,527 | 59,884,239 | ||||||
| TOTAL ASSETS | $ | 32,839,792 | $ | 60,281,295 | ||||
| Liabilities and Shareholders’ (Deficit) Equity | ||||||||
| Current Liabilities | ||||||||
| Due to related party | $ | 30,524 | $ | 38,676 | ||||
| Sponsor Loan | 908,000 | - | ||||||
| Extension loan - related party | 700,000 | - | ||||||
| Other payable and accrued expenses | 29,705 | 118,920 | ||||||
| Total Current Liabilities | 1,668,229 | 157,596 | ||||||
| Deferred underwriters’ discount | 1,150,000 | 1,150,000 | ||||||
| Total Liabilities | 2,818,229 | 1,307,596 | ||||||
| Commitments and contingencies | - | - | ||||||
| Ordinary shares subject to possible redemption, 2,929,515 and 5,750,000 shares at December 31, 2024 and December 31, 2023, respectively | 32,819,527 | 54,526,904 | ||||||
| Shareholders’(Deficit) Equity : | ||||||||
| Preference shares, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding as of December 31, 2024 and December 31, 2023, respectively | - | - | ||||||
| Ordinary shares, $0.0001 par value, 490,000,000 shares authorized, 2,011,807 shares issued and outstanding as of December 31, 2024 and 2023, respectively (excluding 2,929,515 and 5,750,000 shares subject to possible redemption) | 202 | 202 | ||||||
| Additional paid-in capital | - | 4,446,593 | ||||||
| Accumulated deficit | (2,798,166 | ) | - | |||||
| Total Shareholder’s (Deficit) Equity | (2,797,964 | ) | 4,446,795 | |||||
| Total Liabilities and Shareholders’(Deficit) Equity | $ | 32,839,792 | $ | 60,281,295 | ||||
The accompanying notes are an integral part of these audited financial statements
| F-3 |
BUKIT JALIL GLOBAL ACQUISITION 1 LTD
For the Year Ended December 31, 2024 | For the Year Ended December 31, 2023 | |||||||
| Formation and operating costs | $ | 1,187,423 | $ | 341,320 | ||||
| Share-based compensation expense | - | 125,350 | ||||||
| Loss from Operations | (1,187,423 | ) | (466,670 | ) | ||||
| Other income: | ||||||||
| Interest income | - | 3,737 | ||||||
| Dividend income on investments held in Trust | 2,388,838 | 1,521,739 | ||||||
| Net Income | $ | 1,201,415 | $ | 1,058,806 | ||||
| Basic and diluted weighted ordinary average shares outstanding, subject to possible redemption | 4,405,440 | 2,914,384 | ||||||
| Basic and diluted net income per ordinary shares subject to possible redemption | $ | 0.79 | $ | 1.05 | ||||
| Basic and diluted weighted average ordinary shares outstanding | 2,011,807 | 1,728,587 | ||||||
| Basic and diluted net loss per ordinary share attributable to non-redeemable ordinary shares | $ | (1.13 | ) | $ | (1.15 | ) | ||
The accompanying notes are an integral part of these audited financial statements
| F-4 |
BUKIT JALIL GLOBAL ACQUISITION 1 LTD
STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY
| For the Year Ended December 31, 2024 | |||||||||||||||||||||
| Total | |||||||||||||||||||||
| Additional | Shareholder’s | ||||||||||||||||||||
| Ordinary Shares | Paid-in | Accumulated | (Deficit) | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | |||||||||||||||||
| Balance as of December 31, 2023 | 2,011,807 | $ | 202 | 4,446,593 | - | $ | - | $ | 4,446,795 | ||||||||||||
| Accretion of ordinary share subject to redemption value | - | - | (4,446,593 | ) | (3,999,581 | ) | (8,446,174 | ) | |||||||||||||
| Net Income | - | - | - | - | 1,201,415 | 1,201,415 | |||||||||||||||
| Balance as of December 31, 2024 | 2,011,807 | $ | 202 | $ | - | - | $ | (2,798,166 | ) | $ | (2,797,964 | ) | |||||||||
| For the Year Ended December 31, 2023 | |||||||||||||||||||||
| Total | |||||||||||||||||||||
| Additional | Shareholder’s | ||||||||||||||||||||
| Ordinary Shares | Paid-in | Accumulated | (Deficit) | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | |||||||||||||||||
| Balance as of December 31, 2022 | 1,437,500 | $ | 144 | $ | 24,856 | - | $ | (18,504 | ) | $ | 6,496 | ||||||||||
| Sale of public units through public offering | 5,750,000 | 575 | 57,499,425 | - | 57,500,000 | ||||||||||||||||
| Sale of private placement shares | 424,307 | 43 | 4,243,027 | - | 4,243,070 | ||||||||||||||||
| Issuance of representative shares | 150,000 | 15 | 817,485 | - | 817,500 | ||||||||||||||||
| Share compensation expense | - | - | 125,350 | - | 125,350 | ||||||||||||||||
| Underwriters’ discount | - | - | (3,162,500 | ) | - | (3,162,500 | ) | ||||||||||||||
| Other offering expenses | - | - | (1,615,023 | ) | - | (1,615,023 | ) | ||||||||||||||
| Reclassification of ordinary shares subject to redemption | (5,750,000 | ) | (575 | ) | (52,349,725 | ) | - | (52,350,300 | ) | ||||||||||||
| Allocation of offering costs to ordinary shares subject to redemption | - | - | 4,236,160 | - | 4,236,160 | ||||||||||||||||
| Accretion of ordinary share subject to redemption value | - | - | (5,372,462 | ) | (1,040,302 | ) | (6,412,764 | ) | |||||||||||||
| Net Income | - | - | - | - | 1,058,806 | 1,058,806 | |||||||||||||||
| Balance as of December 31, 2023 | 2,011,807 | 202 | 4,446,593 | - | - | 4,446,795 | |||||||||||||||
The accompanying notes are an integral part of these audited financial statements
| F-5 |
BUKIT JALIL GLOBAL ACQUISITION 1 LTD
For the Year Ended December 31, 2024 | For the Year Ended December 31, 2023 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Income (loss) | $ | 1,201,415 | $ | 1,058,806 | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of right-of-use asset | ||||||||
| Share-Based compensation expense | - | 125,350 | ||||||
| Dividend income on investments held in Trust | (2,388,838 | ) | (1,521,739 | ) | ||||
| Non-cash research and development expenses | ||||||||
| Non-cash Revenues | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Deposit | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Principal payment of lease liability | ||||||||
| Other receivable | - | 70,278 | ||||||
| Prepaid expenses | 96,684 | (121,683 | ) | |||||
| Due to related party payable | (8,152 | ) | 38,676 | |||||
| Other payable and accrued expenses | (89,216 | ) | (11,340 | ) | ||||
| Accrued expenses and other current liabilities | ||||||||
| Net Cash (Used In) Operating Activities | (1,188,107 | ) | (361,652 | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Purchase of intangible assets | ||||||||
| Purchase of investments held in Trust Account | - | (58,362,500 | ) | |||||
| Proceeds from sale of investments in the Trust Account | 30,153,550 | - | ||||||
| Monthly extension fee deposited into Trust Account | (700,000 | ) | - | |||||
| Net Cash Provided by (Used In) Investing Activities | 29,453,550 | (58,362,500 | ) | |||||
| Cash Flows from Financing Activities: | ||||||||
| Capital contribution by shareholders | ||||||||
| Proceeds from sale of public units through public offerings, net of underwriters’ discount | - | 55,487,500 | ||||||
| Proceeds from sale of private placement units | - | 4,243,070 | ||||||
| Ordinary shares redemption | (30,153,550 | ) | - | |||||
| Proceeds from issuance of extension loans to related party | 700,000 | 175,282 | ||||||
| Repayment of promissory note to related party | - | (433,508 | ) | |||||
| Proceeds from Sponsor Loan | 908,000 | - | ||||||
| Payment of offering costs | - | (452,820 | ) | |||||
| Proceeds from repayment to related parties | ||||||||
| Net Cash (Used in) Provided by Financing Activities | (28,545,549 | ) | 59,019,524 | |||||
| Net Change in Cash | (280,107 | ) | 295,372 | |||||
| Cash, beginning of period | 295,372 | - | ||||||
| Cash, end of year | $ | 15,265 | $ | 295,372 | ||||
| Supplemental Disclosure of noncash investing and financing activities: | ||||||||
| Deferred offering costs charged to APIC | $ | - | $ | 1,615,024 | ||||
| Deferred underwriter’s discount | $ | - | $ | 1,150,000 | ||||
| Reclassification of ordinary shares subject to redemption | $ | - | $ | 52,350,300 | ||||
| Issuance of representative shares | $ | - | $ | 817,500 | ||||
| Allocation of offering costs to ordinary shares subject to redemption | $ | - | $ | 4,236,160 | ||||
| Accretion of ordinary shares subject to redemption value | $ | 8,446,174 | $ | 6,412,764 | ||||
The accompanying notes are an integral part of these audited financial statements
| F-6 |
Bukit Jalil Global Acquisition 1 Ltd.
Note 1 — Organization and Business Operation
ORGANIZATION AND BUSINESS OPERATION
Bukit Jalil Global Acquisition 1 Ltd. (the “Company”) is a blank check company incorporated in the Cayman Islands on September 15, 2022. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company has selected December 31 as its fiscal year end.
As of December 31, 2024 and 2023, the Company had not commenced any operations. For the period from September 15, 2022 (inception) through December 31, 2024, the Company’s efforts have been limited to organizational activities as well as activities related to its IPO (as defined below) and searches for targets for a business combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generated non-operating income in the form of interest income from the proceeds derived from the IPO (as defined below).
The registration statement for the Company’s initial public offering (“IPO”) became effective on June 27, 2023. On June 30, 2023, the Company consummated the IPO of 5,750,000 units (including 750,000 units issued upon the full exercise of the over-allotment option, the “Public Units”). Each Public Unit consists of one ordinary share, $0.0001 par value per share, one-half of one redeemable warrant (the “Warrant”), each whole Warrant entitling the holder thereof to purchase one ordinary share at an exercise price of $11.50 per share, and one right (the “Right”), each one Right entitling the holder thereof to exchange for one-tenth of one ordinary share upon the completion of the Company’s initial Business Combination. The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $57,500,000.
Substantially concurrently with the closing of the IPO, the Company completed the private sale of 424,307 units (the “Private Placement Unit”) at a purchase price of $10.00 per Private Placement Units to Bukit Jalil Global Investment Ltd., a Cayman Islands company (the “Sponsor”), generating gross proceeds to the Company of $4,243,070. Each Private Placement Unit consists of one ordinary share, one-half of one warrant, and one right. These Private Placement Units are identical to the Public Units, subject to limited exceptions. However, the holder of the Private Placement Units is entitled to registration rights. In addition, the Private Placement Units and the underlying securities may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until completion of the initial Business Combination.
Following the closing of the IPO and the issuance and the sale of Private Placement Units on June 30, 2023, $58,362,500 ($10.15 per Public Unit) from the net proceeds of the sale of the Public Units in the IPO and the sale of Private Placement Units was placed into a U.S. based trust account with Continental Stock Transfer & Trust Company, acting as trustee, and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to pay the Company’s tax obligations, the proceeds from the IPO and the sale of the Private Placement Units that are deposited in the trust account will not be released from the trust account until the earliest to occur of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination by June 30, 2024 (or up to December 30, 2024 if the Company extends the period of time to consummate a Business Combination) (the “Combination Period”), provided that the Sponsor or designee must deposit into the trust account for each three-month extension $575,000 ($0.10 per Public Units), up to an aggregate of $1,150,000, on or prior to the date of the applicable deadline), or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (c) the redemption of the public shares if the Company is unable to complete the Business Combination within the Combination Period, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders.
| F-7 |
Bukit Jalil Global Acquisition 1 Ltd.
Notes To Financial Statements
The Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding deferred underwriting commissions and interest income earned on the trust account that is released for working capital purposes or to pay taxes) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.
The ordinary shares subject to possible redemption are being recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If the Company cannot complete a Business Combination by June 30, 2024 (or up to December 30, 2024 if the Company extends the period of time to consummate a Business Combination), unless the Company extends such period pursuant to its amended and restated memorandum and articles of association, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company for working capital purposes or to pay the taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants and rights, which will expire worthless if the Company fails to complete a Business Combination by June 30, 2024 (or up to December 30, 2024 if the Company extends the time needed to complete a Business Combination).
On June 29, 2024, the Company held an extraordinary general meeting (the “Extraordinary Meeting”), where the shareholders of the Company approved the proposal to amend Articles 48.7 and 48.8 of the Company’s Amended and Restated Memorandum and Articles of Association (the “Current MAA”) to provide that the Company must (i) consummate a business combination, or (ii) cease its operations except for the purpose of winding up if it fails to complete such Business Combination and redeem or repurchase 100% of the Company’s public shares included as part of the public units issued in the Company’s initial public offering, by June 30, 2024 (the “Termination Date”), and if the Company does not consummate a business combination by June 30 2024, the Termination Date may be extended up to twelve times, each by a Monthly Extension, for a total of up to twelve months to June 30, 2025, without the need for any further approval of the Company’s shareholders (the “Extension”).
In addition, at the Extraordinary Meeting, the shareholders of the Company also approved the proposal to amend Articles 48.2, 48.4, 48.5, and 48.8 of the Current MAA (such amendment, together with the amendment mentioned in the last paragraph, the “MAA Amendment”) to eliminate the limitation that the Company may not redeem the Company’s public shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions.
In connection with the MMA Amendment, the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”) amended the Investment Management Trust Agreement dated June 27, 2023 (the “Trust Agreement”), to provide that the Trustee must commence liquidation of the Company’s Trust Account by the 12-month anniversary of the closing of the IPO, or, in the event that the Company extended ( on a monthly basis), the time to complete the business combination for up to 24-month from the closing of the IPO (each of such monthly extensions, the “Monthly Extension”) but has not completed the business combination within the applicable monthly anniversary of the closing of the IPO.
| F-8 |
Bukit Jalil Global Acquisition 1 Ltd.
Notes To Financial Statements
In connection with the MAA Amendment Proposal and the NTA Requirement Amendment Proposal, 2,820,485 ordinary shares of the Company were rendered for redemption, and $30,153,550 were paid to the redeeming shareholders accordingly on July 9, 2024.
In order to effectuated extension of the Company’s deadline to consummate a Business Combination, the Sponsor had deposited a total of Seven-Monthly Extension Fee, each in the amount of $100,000, from July through December 2024, or an aggregate of $700,000, to the Trust Account of the Company to extend the deadline for the Company to complete the Business Combination contemplated from June 30, 2024 to January 2025. Each Monthly Extension Payment from the Sponsor was evidenced by an unsecured promissory note (collectively, the “Extension Notes”) issued by the Company to the Sponsor.
Subsequently, in January, February, and March 2025, the Sponsor deposited an aggregated total of $300,000 into the Trust Account resulting the Company having until April 2025 to complete its initial business combination. The Company issued the Sponsor three unsecured promissory notes of an aggregate total of $300,000 (the “January, February, and March 2025 Extension Note”).
Business Combination Agreement with Global IBO Group Ltd.
On August 5, 2024, the Company entered into a business combination agreement (the “Business Combination Agreement”) with GIBO Holdings Limited, a Cayman Islands exempted company (“PubCo”), GIBO Merger Sub 1 Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub I”), GIBO Merger Sub 2 Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub II”), and Global IBO Group Ltd., a Cayman Islands exempted company limited by shares (“GIBO”).
Pursuant to the Business Combination Agreement, among other things, (i) Merger Sub I will merge with and into GIBO, with GIBO as the surviving entity and a wholly-owned subsidiary of PubCo (the “First Merger”), and (ii) following the First Merger, Merger Sub I will merge with and into the Company, with the Company as the surviving entity and a wholly-owned subsidiary of PubCo (the “Second Merger,” and together with the First Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). Upon the consummation of the Business Combination, each of the Company and GIBO would become a subsidiary of PubCo, and the Company’s shareholders and GIBO’s shareholders (except certain shareholders of GIBO (such shareholders, the “Founders”)) would receive Class A ordinary shares, par value $0.000001 per share, of PubCo (“PubCo Class A Ordinary Shares”) and the Founders would receive Class B ordinary shares, par value $0.000001 per share, of PubCo (“PubCo Class B Ordinary Shares” and together with PubCo Class A Ordinary Shares, “PubCo Ordinary Shares” ) as consideration and become the shareholders of PubCo. Each PubCo Class A Ordinary Share has one vote per share while each PubCo Class B Ordinary Share has one twenty (20) votes per share. Each PubCo Class B Ordinary Share is convertible into one (1) PubCo Class A Ordinary Share at any time at the option of the holder thereof and PubCo Class A Ordinary Shares are not convertible into PubCo Class B Ordinary Shares under any circumstances. The closing date of each of the First Merger and the Second Merger is hereinafter referred to as First Closing Date and the Second Closing Date respectively. The Company and GIBO expect PubCo Class A Ordinary Shares be listed and traded on the Nasdaq Stock Market LLC following the consummation of the Business Combination. The merger consideration for the Business Combination is $8.28 billion.
Going Concern Consideration
As of December 31, 2024, the Company had cash of $15,265 and a working capital deficit of $1,647,964.
The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $433,508. Subsequent to the consummation of the IPO, the Company’s liquidity has been satisfied through the net proceeds from the IPO and the Private Placement not held in the Trust Account, $908,000 of Sponsor loans, and $700,000 of extension loans.
| F-9 |
Bukit Jalil Global Acquisition 1 Ltd.
Notes To Financial Statements
The Company’s cash and working capital as of December 31, 2024, are not sufficient to complete its planned activities to consummate a business combination for the upcoming year. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” management believes that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional conditions also raise substantial doubt about the Company’s ability to continue as a going concern. Management expects to obtain additional funds from related parties to provide the additional working capital necessary to carry out its objective to consummate a business combination. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 2 — Significant Accounting Policies
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart The Company’s Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
| F-10 |
Bukit Jalil Global Acquisition 1 Ltd.
Notes To Financial Statements
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $15,265 and $295,372 in cash and did not have any cash equivalents as of December 31, 2024 and 2023, respectively. As of December 31, 2024, $0 was over the Federal Deposit Insurance Corporation (FDIC) limit.
Furthermore, bank failures, non-performance, or other adverse developments that affect financial institutions could impair the ability of one or more of the banks participating in the credit facility from honoring their commitments. Such events could have a material adverse effect on the Company’s financial condition or results of operations.
Investments Held in Trust Account
At December 31, 2024 and 2023, the assets held in the Trust Account were substantially held in BlackRock Liquidity Treasury Trust Fund, a money market mutual funds. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Income earned on these investments will be fully reinvested into the investments held in the Trust Account and therefore considered as an adjustment to reconcile net income (loss) to net cash used in operating activities in the statements of cash flows. Such income reinvested will be used to redeem all or a portion of the ordinary shares upon the completion of Business Combination. For the years ended December 31, 2024 and 2023, there were $2,388,838 and $1,521,739 of dividend income recognized, respectively.
As of December 31, 2024 and 2023, the assets held in the trust account was $32,819,527 and $59,884,239, respectively.
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. As the Company’s warrants meet all the criteria for equity classification, so the Company will classify each warrant as its own equity.
Ordinary Shares Subject to Possible Redemption
The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s public shares feature certain redemption rights that are outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the Shareholders’ equity section of the Company’s balance sheet.
| F-11 |
Bukit Jalil Global Acquisition 1 Ltd.
Notes To Financial Statements
The Company has made a policy election in accordance with ASC 480-10-S99-3A and to accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument, and recognizes changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 12-month period leading up to a Business Combination. As of December 31, 2024, the Company recognized accumulated accretion of ordinary shares subject to redemption value of $10,248,360 with unrecognized accretion of $0 based on $58,362,500 ($10.15 per Public Unit) deposited into trust account upon IPO closing. In addition, the Company recognized $2,388,838 of dividend income earned from trust account and seven-month extensions of $700,000 as the additional accretion for the year ended December 31, 2024.
Offering Costs
The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs were $4,777,524 consisting principally of underwriting, legal, accounting and other expenses that are directly related to the IPO and charged to shareholders’ equity upon the completion of the IPO.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Furthermore, bank failures, non-performance, or other adverse developments that affect financial institutions could impair the ability of one or more of the banks participating in the credit facility from honoring their commitments. Such events could have a material adverse effect on the Company’s financial condition or results of operations.
Fair Value of Financial Instruments
ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.
The fair value hierarchy is categorized into three levels based on the inputs as follows:
| ● | Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. |
| ● | Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. |
| ● | Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
| F-12 |
Bukit Jalil Global Acquisition 1 Ltd.
Notes To Financial Statements
At December 31, 2024 and 2023, the assets held in the Trust Account were substantially held in a money market mutual funds. All of the Company’s investments held in the Trust Account are classified as trading securities.
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2024 and 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
SCHEDULE OF FAIR VALUE ASSETS MEASURED ON RECURRING BASIS
| December 31, 2024 | December 31, 2023 | |||||||||||||||
| Level | Investment | Level | Investment | |||||||||||||
| Assets: | ||||||||||||||||
| Investments held in Trust Account | 1 | 32,819,527 | 1 | 59,884,239 | ||||||||||||
| Total | $ | 32,819,527 | $ | 59,884,239 | ||||||||||||
Income Taxes
The Company accounts for income taxes under ASC740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company has identified Cayman Islands as its only “major” tax jurisdiction, as defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on September 15, 2022, the evaluation was performed for 2023 and 2022 tax years which will be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense.
The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws.
The Company’s tax provision was deemed to be de minimis for the period presented. The Company is considered to be an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
Net income per Share
The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income allocable to both the redeemable shares and non-redeemable shares and the undistributed income is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the shares subject to possible redemption was considered to be dividends paid to the public stockholders. For the year ended December 31, 2024, the Company has not considered the effect of the Warrants sold in the IPO to purchase an aggregate of 5,750,000 shares in the calculation of diluted net income per share, since the exercise of the Warrants is contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive in period which the Company incurred net loss and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into shares and then share in the earnings of the Company. For the years ended December 31, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic (income) loss per share for the period presented.
| F-13 |
Bukit Jalil Global Acquisition 1 Ltd.
Notes To Financial Statements
The net income per share presented in the statement of operations is based on the following:
SCHEDULE OF NET INCOME LOSS PER SHARE
For the year ended December 31, 2024 | For the year ended December 31, 2023 | |||||||
| Net income | $ | 1,201,415 | $ | 1,058,806 | ||||
| Accretion of carrying value to redemption value | (8,446,174 | ) | (6,412,764 | ) | ||||
| Net loss including accretion of carrying value of redemption value | $ | (7,244,759 | ) | $ | (5,353,958 | ) | ||
| For the Year Ended | For the Year Ended | |||||||||||||||
| December 31, 2024 | December 31, 2023 | |||||||||||||||
| Non- | Non- | |||||||||||||||
| Redeemable | Redeemable | Redeemable | Redeemable | |||||||||||||
| Ordinary | Ordinary | Ordinary | Ordinary | |||||||||||||
| Share | Share | Share | Share | |||||||||||||
| Basic and diluted net income (loss) per share: | ||||||||||||||||
| Numerators: | ||||||||||||||||
| Allocation of net loss including carrying value to redemption value | $ | (4,973,527 | ) | $ | (2,271,232 | ) | $ | (3,360,668 | ) | $ | (1,993,289 | ) | ||||
| Accretion of carrying value to redemption value | 8,446,174 | - | 6,412,764 | - | ||||||||||||
| Allocation of net income/(loss) | $ | 3,472,647 | $ | (2,271,232 | ) | $ | 3,052,096 | $ | (1,993,289 | ) | ||||||
| Denominators: | ||||||||||||||||
| Weighted-average shares outstanding | 4,405,440 | 2,011,807 | 2,914,384 | 1,728,587 | ||||||||||||
| Basic and diluted net income/ (loss) per share | $ | 0.79 | $ | (1.13 | ) | $ | 1.05 | $ | (1.15 | ) | ||||||
Recent Accounting Pronouncements
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments. These requirements include: (i) disclosure of significant expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principle”); (ii) disclosure of an amount for other segment items (equal to the difference between segment revenue less segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss) by reportable segment and a description of their composition; (iii) annual disclosure of a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods; (iv) clarification that, if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report those additional measures of segment profit or loss; (v) disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources; and (vi) requiring a public entity that has a single reportable segment provide all the disclosures required by the amendments in this ASU, and all existing segment disclosures in Topic 280. ASU 2023-07 is effective for the Company’s annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025. The Company adopted ASU 2023-07 in the year ended December 31, 2024, and applied the amendments retrospectively to all prior periods presented in these consolidated financial statements.
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Note 3 — Initial Public Offering
INITIAL PUBLIC OFFERING
On June 30, 2023, the Company consummated the IPO of 5,750,000 Public Units, (including 750,000 Public Units issued upon the full exercise of the over-allotment option). Each Public Unit consists of one ordinary share, one-half of one redeemable Warrant, and one Right to receive one-tenth of one ordinary share. Each whole redeemable Warrant entitles the holder thereof to purchase one ordinary share at an exercise price of $11.50 per share. Each Right entitles the holder thereof to receive one-tenth of one ordinary share upon the consummation of the Business Combination. The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $57,500,000.
| F-14 |
Bukit Jalil Global Acquisition 1 Ltd.
Notes To Financial Statements
All of the 5,750,000 public shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such public shares if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association, or in connection with the Company’s liquidation. In accordance with the Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.
The Company’s redeemable ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to accrete changes in the redemption value over the period from the date of issuance which is the IPO date. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).
As of December 31, 2024 and 2023, the amount of ordinary shares reflected on the balance sheet are reconciled in the following table.
SCHEDULE OF BALANCE SHEET RECONCILED
As of December 31, 2024 | ||||
| Gross proceeds | $ | 57,500,000 | ||
| Less: | ||||
| Proceeds allocated to public rights and warrants | (5,149,700 | ) | ||
| Allocation of offering costs of public shares | (4,236,160 | ) | ||
| Plus: | ||||
| Accretion of carrying value to redemption value | 6,412,764 | |||
| Ordinary shares subject to possible redemption, December 31, 2023 | $ | 54,526,904 | ||
| Less: | ||||
| Redemptions | (30,153,550 | ) | ||
| Plus: | ||||
| Accretion of carrying value to redemption value | 7,746,174 | |||
| Monthly extension fees deposited | 700,000 | |||
| Ordinary shares subject to possible redemption, December 31, 2024 | $ | 32,819,527 | ||
Note 4 — Private Placement
PRIVATE PLACEMENT
Substantially concurrently with the closing of the IPO, the Company completed the private sale of 424,307 Private Placement Units at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $4,243,070. Each Private Placement Unit consists of one ordinary share, one-half of one whole warrant with each whole warrant to obtain one ordinary share and one right to receive one-tenth of one ordinary share. The Private Placement Units are identical to the Public Units sold in the IPO. However, the holder of the Private Placement Units will be entitled to registration rights. In addition, the Private Placement Units and the underlying securities may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until after the completion of the initial Business Combination.
| F-15 |
Bukit Jalil Global Acquisition 1 Ltd.
Notes To Financial Statements
Note 5 — Related Party Transactions
RELATED PARTY TRANSACTIONS
Insider Shares
On September 15, 2022, the Company issued 500,000,000 ordinary shares of a par value of $0.0001 each to the Sponsor. On November 16, 2022, the Sponsor acquired 1,437,500 insider shares for a purchase price of $25,000 and surrendered 500,000,000 ordinary shares. On June 30, 2023, the underwriters exercised the over-allotment option in full, so there are no insider shares subject to forfeiture.
Simultaneously with the effectiveness of the registration statement and prior to the closing of the IPO (including the full exercise of over-allotment option), the Sponsor transferred to the Company’s directors an aggregate of 23,000 insider shares , among which, 8,000 insider shares were transferred to Seck Chyn “Neil” Foo, and 5,000 insider shares were transferred to each of Bee Lian Ooi, Phui Lam Lee, and Suwardi Bin Hamzah Syakir, pursuant to a certain securities transfer agreement (the “Securities Transfer Agreement”) dated April 12, 2023.
The transfer of the insider shares to the Company’s directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 23,000 shares transferred to the Company’s directors was approximately $125,350 or $5.45 per share which was charged to statements of operations as a share-based compensation expense assuming the completion of business combination would be possibly occurred.
The Company used the following assumptions to estimate the fair value of the shares using Level 3 fair value measurements inputs at the measurement date:
SCHEDULE OF FAIR VALUE MEASUREMENTS INPUTS MEASUREMENT DATE
| Time to expiration | 2.0 | |||
| Risk-free rate | 4.9 | % | ||
| Volatility | 5.0 | % | ||
| Dividend yield | 0.0 | % | ||
| Expected likelihood of a successful business combination | 60 | % |
Due to Related Party
On June 27, 2023, in connection with the IPO, the Company entered into an administrative service agreement with the Sponsor (the “Administrative Service Agreement”). Pursuant to the Administrative Service Agreement, the Company shall pay the Sponsor $10,000 per month (the “Administrative Service Fee”) from June 27, 2023, the date of the Company’s final prospectus for the IPO till the earlier of the consummation of an initial business combination or the Company’s liquidation. The Administrative Service Agreement provides that any unpaid amount of the Administrative Service Fee will accrue without interest and be due and payable no later than the date of the consummation of the Company’s initial business combination. On October 14, 2023, upon the approval of the Board of Directors and Audit Committee of the Company, the Company and the Sponsor agreed to waive full payment of the Administrative Service Fee from the start date up to 12 months. The total of $120,000 has been waived including the accrued liabilities of $35,000 as of October 14, 2023 and the remaining commitment balance $85,000. As of December 31, 2024 and 2023, there was no balance payable in relations to the Administrative Service Agreement to the Sponsor.
As of December 31, 2024 and 2023, the total amount due to related party were $ 30,524 and $ 38,676, respectively.
Sponsor Loan
On May 6, 2024 and July 16, 2024, the Company entered into two loan agreements with the Sponsor (the “Advance Agreements”). Pursuant to the Advance agreements, the Sponsor agreed to make an advance up to US$ 1,000,000). The loans are free of any interest and will be repaid upon demand.
As of December 31, 2024 and 2023, the Company had $ 908,000 and $ 0, respectively, owed under the Sponsor loan.
| F-16 |
Bukit Jalil Global Acquisition 1 Ltd.
Notes To Financial Statements
Working Capital Loans
In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. Any such loans would be on an interest-free basis and would be repaid only from funds held outside the trust account or from funds released to the Company upon completion of the Company’s initial Business Combination. Up to $3,000,000 of such loans may be convertible into units at a price of $10.00 per unit, at the option of the lender. The units would be identical to the private units issued to the Sponsor. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s trust account, but if the Company does, it will request such lender to provide a waiver against any and all rights to seek access to funds in the trust account.
As of December 31, 2024 and 2023, the Company had no borrowings under the working capital loans.
Extension Loans – Related Party
In order to effectuated extension of the Company’s deadline to consummate a Business Combination, the Sponsor had deposited a total of Seven-Monthly Extension Fee, each in the amount of $100,000, from July through December 2024, or an aggregate of $700,000, to the Trust Account of the Company to extend the deadline for the Company to complete the Business Combination contemplated therein by January 31, 2025. Each Monthly Extension Payment from the Sponsor was evidenced by an unsecured promissory note (collectively, the “Extension Notes”) issued by the Company to the Sponsor.
Each Extension Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company’s business combination or (ii) the date of expiry of the term of the Company (the “Maturity Date”). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Note may be accelerated.
The payees of the Extension Notes, the Sponsor, has the right, but not the obligation, to convert the Extension Notes, in whole or in part, respectively, into private units (the “Units”) of the Company, each consisting of one ordinary share, par value $ 0.0001 per share (the “Ordinary Share”),one-half of one warrant, and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of a business combination. The number of Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00.
As of December 31, 2024 and 2023, the Company had borrowings of $700,000 and $0, respectively, under the Sponsor Extension Notes from the Sponsor.
Note 6 — Commitments & Contingencies
COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the insider shares and Private Placement Units (and any securities underlying the private units) are entitled to registration rights pursuant to a registration rights agreement dated June 27, 2023 requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to two demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (1) in the case of the insider shares, (i) with respect to 50% of the insider shares, until the earlier to occur of six months after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (2) with respect to the remaining 50% of the insider shares, six months after the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their shares for cash, securities or other property, and (2) in the case of the Private Placement Units and the securities underlying such units, until the completion of the Company’s initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
| F-17 |
Bukit Jalil Global Acquisition 1 Ltd.
Notes To Financial Statements
Underwriters Agreement
The Company made an underwriting discount of 3.5% of the gross proceeds of the IPO, or $2,012,500 to the underwriters at the closing of the IPO.
The Company will pay the underwriters a cash fee (the “Deferred Underwriting Fee”) of 2.0% of the gross proceeds of the IPO, or $1,150,000 upon the consummation of the Company’s initial Business Combination. As of December 31, 2024 and 2023, the deferred underwriters’ discount was $1,150,000 as a long-term liability on the balance sheets.
Representative Shares
The Company issued to the representative and/or its designees, 150,000 Representative Shares upon the consummation of the IPO. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales of the IPO pursuant to FINRA Rule 5110(e)(1). The fair value of the 150,000 Representative Shares was approximately $817,500 or $5.45 per share which was charged to shareholders’ equity upon the completion of the IPO.
The Company used the following assumptions to estimate the fair value of the representative shares using Level 3 fair value measurements inputs at the measurement date:
SCHEDULE OF ASSUMPTION TO ESTIMATE FAIR VALUE OF REPRESENTATIVE SHARES
| Time to expiration | 1.50 | |||
| Risk-free rate | 5.2 | % | ||
| Volatility | 5.0 | % | ||
| Dividend yield | 0.0 | % | ||
| Expected likelihood of a successful business combination | 60 | % |
Note 7 — Shareholders’ Equity
SHAREHOLDERS’ EQUITY
The Company is authorized to issue 500,000,000 shares, including 490,000,000 ordinary shares, par value $0.0001 per share, and 10,000,000 preferred shares, par value US$0.0001 per share.
On September 15, 2022, in connection with the incorporation of the Company, the Company issued 500,000,000 ordinary shares of a par value of $0.0001 each to the Sponsor. On November 16, 2022, the Sponsor acquired 1,437,500 shares at a price of approximately $0.02 per share for an aggregate of $25,000 and surrendered 500,000,000 ordinary shares. Those shares issuance and cancelation were considered as a recapitalization, which were recorded and presented retroactively. As a result of the underwriters’ election to fully exercise their over-allotment option on June 30, 2023, no ordinary shares are currently subject to forfeiture.
As of December 31, 2024 and 2023, there were 2,011,807 ordinary shares issued or outstanding respectively, excluding 2,929,515 and 5,750,000 shares subject to possible redemption Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of ordinary shares will vote on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (as the same may be supplemented or amended from time to time) of the Cayman Islands or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. The Company’s board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. The shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.
| F-18 |
Bukit Jalil Global Acquisition 1 Ltd.
Notes To Financial Statements
Warrants — Each whole public warrant entitles the registered holder to purchase one whole ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 30 days after the completion of an initial Business Combination and one year from the date that the registration statement is declared effective. Pursuant to the warrant agreement, a public warrant holder may exercise its warrants only for a whole number of ordinary share. This means that only a whole warrant may be exercised at any given time by a public warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The public warrants will expire five years after the completion of the Company’s initial Business Combination, or earlier upon redemption or liquidation.
As of December 31, 2024 and 2023, 2,875,000 public warrants were outstanding. Substantially concurrently with the closing of the IPO, the Company issued 212,153 private warrants to the Sponsor included in the Private Placement Units. As of December 31, 2024 and 2023, there were 212,153 private warrants issued and outstanding. The Company will account for warrants as equity instruments in accordance with ASC 815, Derivatives and Hedging, based on the specific terms of the warrant agreement.
The Company has agreed that as soon as practicable after the closing of the initial Business Combination, the Company will use its best efforts to file, and within 60 business days following the closing of the initial Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the warrants, and , and to maintain the effectiveness of such registration statement and a current prospectus relating to those ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the Company’s option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, and the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Once the warrants become exercisable (for both Public and Private Warrant), the Company may redeem the outstanding warrants:
| ● | in whole and not in part; | |
| ● | at a price of $0.01 per warrant; | |
| ● | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and | |
| ● | if, and only if, the closing price of the ordinary shares equals or exceeds $16.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “-Warrants-Public Shareholders’ Warrants-Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders). | |
| ● | if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
| F-19 |
Bukit Jalil Global Acquisition 1 Ltd.
Notes To Financial Statements
Note 8 — Segment information
SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company has adopted the guidance in ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in the accompanying financial statements using the retrospective method of adoption.
The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating and reportable segment.
When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:
SCHEDULE OF SEGMENT REPORTING
For the Year Ended December 31, 2024 | For the Year Ended December 31, 2023 | |||||||
| Legal and professional services costs | $ | (764,799 | ) | $ | (138,899 | ) | ||
| Other formation and operating costs | (422,624 | ) | (202,421 | ) | ||||
| Share-based compensation expense | - | (125,350 | ) | |||||
| Total formation and operating costs | (1,187,423 | ) | (466,670 | ) | ||||
| Interest income | - | 3,737 | ||||||
| Dividend income on investments held in Trust | 2,388,838 | 1,521,739 | ||||||
| Net income | $ | 1,201,415 | $ | 1,058,806 | ||||
The key measures of segment profit or loss reviewed by our CODM are dividend income earned on investment in Trust Account and formation and operating expenses. The CODM reviews dividend income earned on investment in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Within formation and operating costs, the CODM specifically reviews professional service fees in connection with the business combination, which are a significant segment expense, and include legal fees, and advisory fees, as these represent significant costs affecting the Company’s consummation of the Business Combination. Other formation and operating costs, including accounting expenses, printing expenses, and regulatory filing fees, are reviewed in aggregate to ensure alignment with budget and contractual obligations. These expenses are monitored to manage and forecast cash available to complete a business combination within the required period.
Note 9 — Subsequent Events
SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that these financial statements were issued. Based on this review, management identified the following subsequent events that are required disclosure in the financial statements:
Monthly Extension Deposit and Notes
In January, February and March, 2025, the Sponsor deposited an aggregate total of $300,000 into the Trust Account resulting the Company having until April 2025 to complete its initial business combination. The Company issued the Sponsor three unsecured promissory notes of an aggregate total of $300,000 (the “January, February, and March 2025 Extension Note”).
Waiver of Closing Condition
On March 1, 2025, the Company entered into a Waiver Letter Agreement with GIBO Holdings Limited and its affiliates to waive the Available Closing Cash condition under the Business Combination Agreement dated August 5, 2024. The waiver was approved by the Company’s board of directors and is intended to facilitate the closing of the Business Combination without requiring a minimum cash threshold, while all other terms of the agreement remain unchanged.
| F-20 |
Bukit Jalil Global Acquisition 1 Ltd.
Notes To Financial Statements
Amendment to Business Combination Agreement and Consent to Share Transfers
On March 3, 2025, the Company entered into an amendment to the Business Combination Agreement to revise the definition of “Company Founders” to include transferees of founder shares following share transfers after the agreement date, and concurrently consented to such transfers pursuant to the Company Shareholder Support Agreement. These actions, approved by the Company’s board of directors, are intended to support the continued progress of the Business Combination without material impact to its terms.
Amendment to Underwriting Agreement
On April 4, 2025, the Company entered into an amendment to its Underwriting Agreement with A.G.P./Alliance Global Partners to reduce the deferred underwriting commission from 2% to 1.6% of the gross proceeds of its public offering, lowering the deferred commission from $1,000,000 to $800,000 for Firm Units. The amendment was approved by the Company’s board of directors and is expected to enhance liquidity following the Business Combination without affecting other terms of the underwriting arrangement.
Redemption of ordinary shares
In connection with the votes to approve the shareholders vote at the Extraordinary General Meeting, as of March 27, 2025, the cut-off date of the redemption request, 2,832,423 ordinary shares of BUJA were rendered for redemption.
Note 10 — Events (Unaudited) Subsequent to the Date of the Independent Auditor’s Report
Monthly Extension Deposit and Notes
On or about May 1, 2025, the Sponsor deposited an aggregate total of $100,000 into the Trust Account resulting the Company having until May 30, 2025 to complete its initial business combination. On May 6, 2025, the Company issued the Sponsor the unsecured promissory notes of an aggregate total of $100,000 (the “April 2025 Extension Note”).
Business Combination
On May 8, 2025, the Company consummated the previously announced business combination pursuant to the business combination agreement, dated as of August 5, 2024 and amended as of March 3, 2025, by and among the Company, PubCo, Merger Sub I, Merger Sub II, and GIBO.
As a result of the Business Combination, (i) Merger Sub I has merged with and into GIBO, with GIBO as the surviving entity and a wholly-owned subsidiary of PubCo, and (ii) following the First Merger, Merger Sub II has merged with and into the Company, with the Company as the surviving entity and a wholly-owned subsidiary of PubCo.
Upon the consummation of the Business Combination, each of the Company and GIBO became a subsidiary of PubCo, and the Company’s shareholders and GIBO’s Founders received Class A ordinary shares of par value of $0.000001 each of the Class A Ordinary Shares and the Founders received Class B ordinary shares of par value of $0.000001 each of PubCo as consideration and became the shareholders of PubCo. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings while each Class B Ordinary Share shall entitle the holder thereof to twenty (20) votes on all matters subject to vote at general meetings. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof and Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.
| F-21 |
Bukit Jalil Global Acquisition 1 Ltd.
Notes To Financial Statements
Upon the consummation of the Business Combination, the outstanding Warrants were assumed by PubCo and converted into corresponding Warrants to purchase 2,873,741 Class A Ordinary Shares. The Warrants may be exercised during the period commencing from 30 days after the completion of the Business Combination, and terminating five years after the completion of the Business Combination. Each Warrant will entitle the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per whole share, subject to adjustment. The Warrants may be exercised only for a whole number of Class A Ordinary Shares.
Redemption of ordinary shares
On May 8, 2025, in connection with the business combination, 2,816,876 ordinary shares were redeemed at $11.46 per share.
Sponsor loan
On May 10, 2025, the Company entered into an additional loan agreement with the Sponsor. Pursuant to the agreement, the Sponsor agreed to make an advance up to $1,000,000 to the Company. Along with the Advance Agreement with the Sponsor (see Note 5 for details), the Sponsor agreed to loan up to $2,000,000 to the Company. The loans are free of any interest and will be repaid upon demand. As of May 8, 2025, the Company had $1,890,400 balance under the Sponsor loan.
| F-22 |
GIBO HOLDINGS LIMITED
INDEX TO COMBINED FINANCIAL STATEMENTS
Table of Contents
| F-23 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
GIBO Holdings Limited
Opinion on the Financial Statements
We have audited the accompanying combined balance sheets of GIBO Holdings Limited and its subsidiaries (the “Company”) as of December 31, 2024 and 2023 and the related combined statements of operations, changes in shareholders’ equity and cash flows for each of the years ended December 31, 2024 and 2023 and the related notes (collectively referred to as the “combined financial statements”). In our opinion, the combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Material Uncertainty Related to Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company incurred a net loss of $24,852,333 for the year ended December 31, 2024. As of that date, the Company had net current liabilities of $24,682,839 and accumulated deficit of $49,289,856. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s combined financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the combined financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as the overall presentation of the combined financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Enrome LLP
We have served as the Company’s auditor since 2024.
Singapore
May 14, 2025
| F-24 |
GIBO HOLDINGS LIMITED
(Amounts in U.S. Dollars, except for number of shares)
December 31, 2024 | December 31, 2023 | |||||||
| As of December 31, | ||||||||
2024 |
2023 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 86,750 | $ | 6,051,863 | ||||
| Deposit | 25,992 | 181,069 | ||||||
| Prepaid expenses and other current assets | 60,135 | 584,550 | ||||||
| Deferred offering costs | 1,609,714 | - | ||||||
| Total current assets | 1,782,591 | 6,817,482 | ||||||
| Non-current assets | ||||||||
| Property and equipment, net | 110,641,098 | 18,864 | ||||||
| Intangible assets, net | 333,336 | 533,334 | ||||||
| Right-of-use asset | 38,563 | 112,708 | ||||||
| Total non-current assets | 111,012,997 | 664,906 | ||||||
| Total assets | 112,795,588 | 7,482,388 | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Due to related parties | 24,136,661 | 1,469,788 | ||||||
| Accrued expenses and other current liabilities | 2,290,206 | 86,560 | ||||||
| Operating lease liability, current | 38,563 | 74,145 | ||||||
| Total current liabilities | 26,465,430 | 1,630,493 | ||||||
| Non-current liabilities | ||||||||
| Operating lease liability, non-current | - | 38,563 | ||||||
| Loan from related parties | 1,063,906 | - | ||||||
| Loan from third parties | 105,252 | - | ||||||
| Total non-current liabilities | 1,169,158 | 38,563 | ||||||
| Total liabilities | 27,634,588 | 1,669,056 | ||||||
| Shareholders’ equity | ||||||||
| Ordinary Shares, $1 par value, 50,000 shares authorized, 1 shares issued and outstanding* | 1 | 1 | ||||||
| Ordinary shares, value | 50,656 | 50,000 | ||||||
| Additional paid-in capital | 134,386,835 | 30,186,834 | ||||||
| Other reserve | 64,020 | 64,020 | ||||||
| Accumulated deficit | (49,289,856 | ) | (24,437,523 | ) | ||||
| Total shareholders’ equity | 85,161,000 | 5,813,332 | ||||||
| Total liabilities and shareholders’ equity | $ | 112,795,588 | $ | 7,482,388 | ||||
| * | The share amounts are presented on a retrospective basis, see Note 8. |
The accompanying notes are an integral part of these combined financial statements.
| F-25 |
COMBINED STATEMENTS OF OPERATIONS
(Amounts in U.S. Dollars, except for number of shares)
| 2024 | 2023 | |||||||
| For the years ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenues | $ | 30,000,000 | $ | - | ||||
| Cost of revenues | 4,368,333 | - | ||||||
| Gross profit | 25,631,667 | - | ||||||
| Operating costs | ||||||||
| General and administrative expenses | 1,253,323 | 719,260 | ||||||
| Depreciation and amortization | 209,431 | 76,097 | ||||||
| Research and development expenses | 49,032,968 | 11,326,463 | ||||||
| Total operating costs | 50,495,722 | 12,121,820 | ||||||
| Loss from operations | (24,864,055 | ) | (12,121,820 | ) | ||||
| Other income (expense) | ||||||||
| Interest income | 371 | 191 | ||||||
| Foreign exchange translation gain | 11,351 | 4,060 | ||||||
| Total other income | 11,722 | 4,251 | ||||||
| Loss before income tax expense | (24,852,333 | ) | (12,117,569 | ) | ||||
| Income tax expense | - | - | ||||||
| Net loss | $ | (24,852,333 | ) | $ | (12,117,569 | ) | ||
| Loss per share | ||||||||
| Basic and diluted | $ | (24,852,333 | ) | $ | (12,117,569 | ) | ||
| Weighted average number of ordinary shares outstanding* | ||||||||
| Basic and diluted | 1 | 1 | ||||||
| * | The share amounts are presented on a retrospective basis, see Note 8. |
The accompanying notes are an integral part of these combined financial statements
| F-26 |
COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Amounts in U.S. Dollars, except for number of shares)
| Shares | Par value | paid-in capital | reserve | deficit | equity | |||||||||||||||||||
| Ordinary Shares | Additional paid-in | Other | Accumulated | Total shareholders’ | ||||||||||||||||||||
| Shares | Par value | capital | reserve | deficit | equity | |||||||||||||||||||
| Balance as of December 31, 2022 | 1 | $ | 1 | $ | 12,661,378 | $ | 64,020 | $ | (12,319,954 | ) | $ | 405,445 | ||||||||||||
| Capital contribution by shareholders | - | - | 17,525,456 | - | - | 17,525,456 | ||||||||||||||||||
| Net loss | - | - | - | - | (12,117,569 | ) | (12,117,569 | ) | ||||||||||||||||
| Balance as of December 31, 2023 | 1 | $ | 1 | $ | 30,186,834 | $ | 64,020 | $ | (24,437,523 | ) | $ | 5,813,332 | ||||||||||||
| Balance | 500,000,000 | $ | 50,000 | $ | 30,136,835 | $ | 64,020 | $ | (24,437,523 | ) | $ | 5,813,332 | ||||||||||||
| Capital contribution by shareholders | - | - | 104,200,001 | - | - | 104,200,001 | ||||||||||||||||||
| Net loss | - | - | - | - | (24,852,333 | ) | (24,852,333 | ) | ||||||||||||||||
| Net Income (loss) | - | - | - | - | (26,664,385 | ) | (26,664,385 | ) | ||||||||||||||||
| Balance as of December 31, 2024 | 1 | $ | 1 | $ | 134,386,835 | $ | 64,020 | $ | (49,289,856 | ) | $ | 85,161,000 | ||||||||||||
| Balance | 506,562,500 | $ | 50,656 | $ | 134,336,179 | $ | 64,020 | $ | (51,101,908 | ) | $ | 83,348,947 | ||||||||||||
| * | The share amounts are presented on a retrospective basis, see Note 8. |
The accompanying notes are an integral part of these combined financial statements.
| F-27 |
COMBINED STATEMENTS OF CASH FLOWS
(Amounts in U.S. Dollars)
| For the years ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (24,852,333 | ) | $ | (12,117,569 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 4,577,764 | 76,097 | ||||||
| Amortization of right-of-use asset | 74,145 | 70,341 | ||||||
| Non-cash research and development expenses | 41,000,000 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Deposit | 155,077 | (51,069 | ) | |||||
| Prepaid expenses and other current assets | 524,415 | 628,950 | ||||||
| Principal payment of lease liability | (74,145 | ) | (70,341 | ) | ||||
| Accrued expenses and other current liabilities | 2,203,647 | 41,560 | ||||||
| Net cash provided by (used in) operating activities | 23,608,570 | (11,422,031 | ) | |||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | (30,000,000 | ) | - | |||||
| Purchase of intangible assets | - | (600,000 | ) | |||||
| Net cash used in investing activities | (30,000,000 | ) | (600,000 | ) | ||||
| Cash flows from financing activities | ||||||||
| Capital contribution by shareholders | - | 17,525,456 | ||||||
| Proceeds from borrowings from related parties | 1,930,779 | 517,851 | ||||||
| Proceeds from borrowings from third parties | 105,252 | - | ||||||
| Payment of deferred offering costs | (1,609,714 | ) | - | |||||
| Net cash provided by financing activities | 426,317 | 18,043,307 | ||||||
| Net (decrease) increase in cash | (5,965,113 | ) | 6,021,276 | |||||
| Cash, beginning of period | 6,051,863 | 30,587 | ||||||
| Cash, end of period | $ | 86,750 | $ | 6,051,863 | ||||
| Supplemental disclosure of non-cash flow information*: | ||||||||
| Non-cash flows from investing activity* | ||||||||
| Purchase of property and equipment* | (63,200,000 | ) | - | |||||
| Net non-cash used in investing activity* | (63,200,000 | ) | - | |||||
| Non-cash flows from financing activities* | ||||||||
| Capital contribution by shareholders from additional paid-in capital* | 104,200,001 | - | ||||||
| Net non-cash provided by financing activities* | 104,200,001 | - | ||||||
| * | The non-cash transactions include the purchase of property and equipment amounted to $63.2 million, research and development services amounted to $41.0 million, in exchange for capital contribution of $104.2 million by shareholders. |
The accompanying notes are an integral part of these combined financial statements.
| F-28 |
GIBO HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO COMBINED FINANCIAL STATEMENTS
(Amounts in U.S. Dollars, except for number of shares)
NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION
NOTE 1 — ORGANIZATION AND BUSINESS OPERATION
Business
GIBO Holdings Limited (“GIBO” or the “Company”), through its wholly-owned subsidiaries, is a unique and integrated AIGC animation streaming platform with extensive functionalities provided to both viewers and creators that serves a broad community of young people across Asia to create, publish, share and enjoy AI-generated animation video content. GIBO’s technology platform powers the GIBO.ai website, which features AI-generated animation video content and provides an efficient, interactive, and easy-to-use way to create and share online comic content. GIBO.ai enables content creators to automate tasks, create personalized audio and graphics, obtain data-driven insights into the content they created, and explore new ideas through collaboration. GIBO.ai, equipped with cutting-edge generative AI-powered technology emphasizes on the establishment of a sustainable ecosystem that can not only empower animation creators on the content creation process but also provide distribution channels for their works to be accessed and monetized by viewers on the platform.
Organization
The Company was incorporated as an exempted company with limited liability under the laws of the Cayman Islands on June 19, 2024. The Company has no substantive operations other than holding all of the outstanding share capital of (1) GIBO Merger Sub 1 Limited (“Merger Sub I”), a limited liability company incorporated under the laws of Cayman Islands on June 25, 2024, and (2) GIBO Merger Sub 2 Limited (“Merger Sub II”), a limited liability company formed under the laws of Cayman Islands on June 25, 2024, and (3) Global IBO Group Limited (“GIBO Group”), an exempted company with limited liability under the laws of the Cayman Islands on September 5, 2023, and (4) GIBO International Limited (“GIBO International”), a limited liability company formed under the laws of Samoa on November 29, 2023.
GIBO, Merger Sub I, Merger Sub II, GIBO Group, and GIBO International are currently not engaging in any active business operations and merely acting as holding companies.
Hong Kong Daily Group Supply Chain Limited (“Hong Kong Daily”) was incorporated as a limited liability company under the laws of Hong Kong on December 22, 2017, GIBO IBO AI Technology Limited (“GIBO AI”) was incorporated as a limited liability company under the laws of Cayman Islands on September 5, 2023. Hong Kong Daily and GIBO AI are primarily engaged in develop AI technology to generate user content into AI scripts, images, voices and animation for its global users.
Reorganization
On December 29, 2023, a reorganization took place, consolidating GIBO Group, GIBO AI, GIBO International, and Hong Kong Daily under common ownership. Before the reorganization, Hong Kong Daily was owned by 92 shareholders. The reorganization involved:(1) Transfer of 100% ownership in Hong Kong Daily to GIBO Group and its subsidiaries for a nominal fee of HK$1.00. (2) This created a unified corporate structure, with the same 92 shareholders retaining control both before and after the reorganization.
In accordance with ASC 805-50-45-5 and ASC 805-50-15-6, the restructuring of the business’s legal structure did not change the reporting entities under common control and is considered not to have resulted in any changes to the economic substance of the controlling financial interest in ownership or the business. As a result, the reorganization is considered under common control and thus the current capital structure has been retroactively presented in prior periods as if such structure existed at that time. In accordance with ASC 805-50-45-5, the entities under common control are presented on a consolidated basis for all periods to which such entities were under common control. Since all of the subsidiaries were under common control for the entirety of the fiscal years ended December 31, 2023 and 2022, the results of these subsidiaries are included in the consolidated financial statements for both periods. The consolidation of the GIBO Group and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities consolidated from the beginning of the period to the end of the period, eliminating the effects of intra-entity transactions.
| F-29 |
GIBO HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO COMBINED FINANCIAL STATEMENTS
(Amounts in U.S. Dollars, except for number of shares)
The Company was formed solely for the purpose of completing the transactions contemplated by the Business Combination Agreement, dated August 5, 2024 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among GIBO Holdings Limited, an Cayman Islands exempted company limited by shares (“GIBO”), BUJA, GIBO Merger Sub 1 Limited, a Cayman Islands exempted company limited by shares (“Merger Sub I”), GIBO Merger Sub 2 Limited, a Cayman Islands exempted company limited by shares (“Merger Sub II”), and Global IBO Group Limited, a Cayman Islands exempted company limited by shares (“GIBO Group”), pursuant to which, among other things, (i) Merger Sub I will merge with and into GIBO Group, with GIBO Group as the surviving entity and a wholly-owned subsidiary of GIBO (the “First Merger”), and (ii) following the First Merger, Merger Sub II will merge with and into BUJA, with BUJA as the surviving entity and a wholly-owned subsidiary of GIBO (the “Second Merger,” and together with the First Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). Upon the consummation of the Business Combination, each of BUJA and GIBO Group will become a subsidiaries of GIBO.
The combined financial statements of the Company include the following entities:
SCHEDULE OF ENTITIES INCLUDED IN CONSOLIDATED FINANCIAL STATEMENTS
| Name of the entity | Date
of incorporation | Place
of incorporation | Ownership | Principal activities | ||||||
| GIBO | June 19, 2024 | Cayman Islands | Parent, 100 | % | Investment holding | |||||
| Merger Sub I | June 25, 2024 | Cayman Islands | 100 | % | Investment holding | |||||
| Merger Sub II | June 25, 2024 | Cayman Islands | 100 | % | Investment holding | |||||
| GIBO Group | September 5, 2023 | Cayman Islands | 100 | % | Investment holding | |||||
| GIBO AI | September 5, 2023 | Cayman Islands | 100 | % | AI Animation | |||||
| GIBO International | November 29, 2023 | SAMOA | 100 | % | Investment holding | |||||
| Hong Kong Daily | December 22, 2017 | Hong Kong | 100 | % | AI Animation | |||||
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and have been consistently applied.
Principles of consolidation
The accompanying combined financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions and balances among the Company and its subsidiaries are eliminated upon consolidation. The results of subsidiaries acquired or disposed of are recorded in the combined statements of operations from the effective date of the acquisition or up to the effective date of the disposal, as appropriate.
A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power, or (ii) the Company has the power to appoint or remove the majority of the members of the board of directors or to cast a majority of votes at the meetings of the board of directors or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders.
Going Concern Consideration
Pursuant to the Financial Accounting Standards Board (the “FASB”) codification Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements, the Company is required to assess its ability to continue as a going concern for a period of one year from the date of the issuance of the financial statements.
As of December 31, 2024, the Company had cash on hand of $86,750, net current liabilities of $24,682,839 and accumulated deficit of $49,289,856, and incurred a net loss of $24,852,333 for the years ended December 31, 2024.
The Business Combination is consummated by the required date, but the Company’s liquidity needs the continued financial support from the shareholders. The Company believes it has sufficient and appropriate financial abilities to enable it to undertake its liabilities and doubt about the Company’s ability to continue as a going concern for the next 12 months from the issuance date of the financial statements has been alleviated. Consequently, the substantial doubt regarding the Company’s ability to continue as a going concern has been resolved.
| F-30 |
GIBO HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO COMBINED FINANCIAL STATEMENTS
(Amounts in U.S. Dollars, except for number of shares)
Uses of estimates
In preparing the combined financial statements in conformity U.S. GAAP, the management makes judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the combined financial statements include, but are not limited to, useful lives of property and equipment and intangible assets, and the recoverability of long-lived assets. Actual results could differ from those estimates.
Risks and Uncertainties
The main operations of the Company are located in Hong Kong and Cayman Islands. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in political, economic, social, regulatory, and legal environments in Hong Kong and Cayman Islands, as well as by the general state of the economy in Hong Kong and Cayman Islands. Although the Company has not experienced losses from these situations and believes that it complies with existing laws and regulations, including its organization and structure disclosed in Note 1, this may not be indicative of future results.
The Company’s business, financial condition, and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics, and other catastrophic incidents, which could significantly disrupt the Company’s operations.
Although the spread of COVID-19 appears to be under control currently, the extent to which the COVID-19 pandemic may impact the Company’s future financial results will depend on future developments, such as new information on the effectiveness of the mitigation strategies, the duration, spread, severity, and recurrence of COVID-19 and any COVID-19 variants, the related travel advisories and restrictions, the overall impact of the COVID-19 pandemic on the global economy and capital markets, and the efficacy of COVID-19 vaccines, which may also take extended time to be widely and adequately distributed, all of which remain highly uncertain and unpredictable. Given this uncertainty, the Company is currently unable to quantify the expected impact of the COVID-19 pandemic on its future operations, financial condition, liquidity, and results of operations.
Cash
Cash includes currency on hand and deposits held by banks that can be added or withdrawn without limitation. As of December 31, 2024 and 2023, cash balance amounted to $86,750 and $6,051,863 respectively. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk on cash and bank deposits.
Deferred offering costs
The Company complies with the requirement of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Deferred offering costs consist of underwriting, legal, and other expenses incurred through the balance sheet date that are directly related to the intended IPO. Deferred offering costs will be charged to shareholders’ equity upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Deferred initial public offering costs amounted to $1,609,714 and Nil as of December 31, 2024 and 2023, respectively.
Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment are provided using the straight-line method over the estimated useful lives of the assets as follows:
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES
| Useful life | ||
| Servers and network equipment | 10 years | |
| Office equipment | 3-5 years |
| F-31 |
GIBO HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO COMBINED FINANCIAL STATEMENTS
(Amounts in U.S. Dollars, except for number of shares)
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the combined statements of operations.
Intangible asset, net
The Company’s intangible assets primarily consist of purchased computer software and applications used in conducting the Company’s AI animation business. Intangible assets are carried at cost less accumulated amortization and any recorded impairment. The Company amortizes its intangible assets over the estimated useful lives of three years using a straight-line method (see Note 4).
Impairment of long-lived Assets
Long-lived assets with finite lives, primarily property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third party independent appraisals, as considered necessary. There were no impairments of the Company’s long-lived assets as of December 31,2024 and 2023.
Leases
The Company leases office space, which is classified as operating leases in accordance with ASC 842. Under ASC 842, lessees are required to recognize the following for all leases (with the exception of short-term leases, usually with an initial term of 12 months or less) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.
At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease. The ROU asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All ROU assets are reviewed for impairment annually. There was no impairment for ROU lease assets as of December 31,2024 and 2023(see Note 5).
Segment reporting
An operating segment is a component of the Company that engages in business activities from which it may earn revenue and incur expenses, and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief operating decision maker (the “CODM”) in order to allocate resources and assess the performance of the segment.
In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the CODM or decision-making group, in deciding how to allocate resources and in assessing performance. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s CODM for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the CODM, reviews operating results by the operating activities. Based on management’s assessment, the Company has determined that it has only one operating segment as defined by ASC 280.
| F-32 |
GIBO HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO COMBINED FINANCIAL STATEMENTS
(Amounts in U.S. Dollars, except for number of shares)
Fair value of financial instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| ● | Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data. | |
| ● | Level 3 — inputs to the valuation methodology are unobservable. |
Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, other current assets, due to related parties and accrued expenses and other current liabilities approximate the fair value of the respective assets and liabilities as of December 31, 2024 and 2023 based upon the short-term nature of the assets and liabilities.
Revenue recognition
The Company adopted Accounting Standards Codification (“ASC”) 606 using the modified retrospective approach.
The Company recognize revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
Step 1: Identify the contract with the customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when the company satisfies a performance obligation
These criteria as they relate to each of the following major revenue generating activities are described below.
The Company sign IT Service Agreement with the customers, to provide a series of services include (i) platform customization and integration services, helping customers to design, modify and integrate functionalities in their own systems, (ii) data migration and content management services, assisting customers in their large-scale data migration and content liability management, and (iii) enterprise-level data security services, providing customers with advanced information security technologies and measures to address data concerns.
The Company’s contracts with the customer are fixed price contract and accounts for the revenue generated from providing the services to customers on a gross basis as the Company is acting as a principal in these transactions. The Company considers the following indicators amongst others when determining whether it is acting as a principal in the contract where revenue would be recorded on a gross basis: (i) the Company is primarily responsible for arranging the promise to provide the specified services; (ii) the Company has inventory risk before the specified services have been transferred to a customer or after transfer of control to the customer; and (iii) the Company has discretion in establishing the price for the specified services delivered.
| F-33 |
GIBO HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO COMBINED FINANCIAL STATEMENTS
(Amounts in U.S. Dollars, except for number of shares)
The Company’s contracts include distinct performance obligations when the promises are separately identifiable with one another and are indicated with standalone selling price. For such arrangements, The Company allocate the transaction price to each performance obligation based on its relative standalone selling price. The Company generally determine the standalone selling prices based on the prices charged to customers. Revenues are recognized at overtime when the service deliverables are completed and achieve the requirements of the customers.
The Company has generated operating revenues amounted to $30,000,000 and Nil for the years ended December 31, 2024 and 2023, respectively.
Contract balances
Contract assets relate to the Company’s right to consideration for performance obligations satisfied but not billed and consist of unbilled receivables. Contract liabilities relate to customer payments received in advance of satisfaction of performance obligations under the contract. Contract balances are classified as assets or liabilities on a contract-by-contract basis at the end of each reporting period. There are no contract assets and liabilities as of December 31, 2024 and 2023.
Research and development costs
The Company’s research and development (“R&D”) activities primarily relate to the development of AI animation technology, application, modules and optimization and implementation of its websites and mobile apps to improve their performance. Research and development costs are expensed as incurred. Research and development expenses included in operating costs amounted to $49,032,968 and $11,326,463 for the year ended December 31, 2024 and 2023, respectively.
Earnings (loss) per Share
The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net earnings (loss) attributable to ordinary shareholders divided by the weighted average number of ordinary shares outstanding during the year. Diluted presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the year ended December 31,2024 and 2023, there were no dilutive shares.
Statement of Cash Flows
In accordance with ASC 230, “Statement of Cash Flows”, cash flows from the Company’s operations are formulated based upon the local currencies using the average exchange rate in the period. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.
Related parties and transactions
The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards.
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or significant influence.
| F-34 |
GIBO HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO COMBINED FINANCIAL STATEMENTS
(Amounts in U.S. Dollars, except for number of shares)
Recent Accounting Pronouncements
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, “Revenue from Contracts with Customers”. This ASU is expected to improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. The new guidance is effective for public companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For all other entities, it is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting the standard.
On November 27, 2023, FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided to the chief operating decision maker. The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. The amendments in ASU 2023-07 are required to be adopted for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.
On December 14, 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires that entities disclose specific categories in their rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The new standard is effective for the Company beginning December 15, 2024, with early adoption permitted effective for fiscal years beginning January 1, 2024. The Company is currently evaluating the impact of adopting the standard.
On November 2024, the FASB issued ASU 2024-03, “Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses”, that requires public companies to disclose, in interim and reporting periods, additional information about certain expenses in the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently evaluating the impact of adopting the standard.
On January 6, 2025, the FASB issued ASU 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date”, the amendment in this Update clarifies the effective date of Update 2024-03, which is that public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting the standard.
NOTE 3 — PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET
Property and equipment, net, consists of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
December 31, 2024 | December 31, 2023 | |||||||
| Servers and network equipment | $ | 115,000,000 | $ | - | ||||
| Office equipment | 47,159 | 47,159 | ||||||
| Subtotal | 115,047,159 | 47,159 | ||||||
| Less: accumulated depreciation | (4,406,061 | ) | (28,295 | ) | ||||
| Property and equipment, net | $ | 110,641,098 | $ | 18,864 | ||||
Depreciation expense amounted to $4,377,766 and $9,431 for the years ended December 31, 2024 and 2023, respectively.
| F-35 |
GIBO HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO COMBINED FINANCIAL STATEMENTS
(Amounts in U.S. Dollars, except for number of shares)
NOTE 4 — INTANGIBLE ASSET, NET
INTANGIBLE ASSET, NET
Intangible assets, net, consists of the following:
SCHEDULE OF INTANGIBLE ASSETS
December 31, 2024 | December 31, 2023 | |||||||
| Software and applications | $ | 600,000 | $ | 600,000 | ||||
| Less: accumulated amortization | (266,664 | ) | (66,666 | ) | ||||
| Intangible assets, net | $ | 333,336 | $ | 533,334 | ||||
Amortization expense amounted to $199,998 and $66,666 for the years ended December 31, 2024 and 2023, respectively.
As of December 31, 2024, the estimated future amortization expenses of the intangible assets were as follow:
SCHEDULE OF FUTURE AMORTIZATION EXPENSE
| 12 months ending December 31, | Amortization expenses | |||
| 2025 | $ | 199,998 | ||
| 2026 | 133,338 | |||
| Total | $ | 333,336 | ||
NOTE 5 –LEASES
LEASES
Effective on January 1, 2021, the Company adopted Topic 842. At the inception of a contract, the Company determines if the arrangement is, or contains, a lease. ROU assets represent the Company’s right to use an underlying asset over the lease term and lease liability represent the Company’s obligation to make lease payments derived from the lease.
Operating lease ROU asset and liability are recognized at commencement date based on the present value of lease payments over the lease terms. Rent expense is recognized on a straight-line basis over the lease terms.
Balance sheet information related to operating leases ROU assets and lease liabilities is as follows:
SCHEDULE OF OPERATING LEASES ROU ASSETS AND LEASE LIABILITIES
| As of December 31, | ||||||||
| 2024 | 2023 | |||||||
| Operating lease right-of-use asset | $ | 343,509 | $ | 343,509 | ||||
| Operating lease right-of-use asset- accumulated amortization | (304,946 | ) | (230,801 | ) | ||||
| Operating lease right-of-use asset, net | 38,563 | 112,708 | ||||||
| Lease liability, current | 38,563 | 74,145 | ||||||
| Lease liability, non-current | - | 38,563 | ||||||
| Total lease liability | $ | 38,563 | $ | 112,708 | ||||
The weighted average remaining lease terms and discount rates for the operating lease as of December 31, 2024 and 2023 are as follows:
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES
December 31, 2024 | December 31, 2023 | |||||||
| Remaining lease term and discount rate: | ||||||||
| Weighted average remaining lease term (years) | 0.5 | 1.5 | ||||||
| Weighted average discount rate | 5.28 | % | 5.28 | % | ||||
| F-36 |
GIBO HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO COMBINED FINANCIAL STATEMENTS
(Amounts in U.S. Dollars, except for number of shares)
For the years ended December 31, 2024 and 2023, the Company reported total operating lease expenses of $ 77,976 and $77,976, respectively.
The following table summarizes the maturity of operating lease liability and future minimum payments of operating leases as of December 31, 2024:
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES
| Amounts | ||||
| Year ending December 31, | ||||
| 2025 | $ | 38,988 | ||
| Total future minimum lease payments | 38,988 | |||
| Less: imputed interest | (425 | ) | ||
| Present value of operating lease liability | $ | 38,563 | ||
| Less: current portion | (38,563 | ) | ||
| Long-term portion | - | |||
NOTE 6 – LOAN FROM THIRD PARTIES
As of December 31,2024, the Company had entered into three loan agreements with third party amounted to $105,252 and was non-trade in nature and unsecured, used for working capital during the Company’s normal course of business. Such loan was 3% per annum interest rate bearing and due in year 2026.
NOTE 7 — RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS
a. Nature of relationships with related parties
SCHEDULE OF NATURE OF RELATIONSHIPS WITH RELATED PARTIES
| Name | Relationship with the Company | |
| Mr. Lim Chun Yen | Chief Executive Officer of the Company | |
| Ms. Hung Kwan Chen | Chief Financial Officer of the Company | |
| Mr. Kueh Jing Tuang | Chief Technology Officer of the Company | |
| General Analytics Limited | Shareholder of the Company | |
| Billion Start Enterprise Limited | Shareholder of the Company | |
| Chinese Top Asset Management Holdings Limited | Shareholder of the Company | |
| Dragon Huge Development Limited | Shareholder of the Company | |
| Treasure Nice Investment Limited | Shareholder of the Company | |
| Prime King Investment Limited | Shareholder of the Company | |
| Stand Best Creation Limited | Shareholder of the Company |
b. Services received from related parties
Services received from related parties consists of the following:
SCHEDULE OF SERVICE RECEIVED FROM RELATED PARTIES
| For the years ended December 31, | ||||||||
| Name | 2024 | 2023 | ||||||
| Chinese Top Asset Management Holdings Limited | $ | 115,000,000 | $ | - | ||||
| Billion Start Enterprise Limited | 19,000,000 | - | ||||||
| Dragon Huge Development Limited | 13,000,000 | - | ||||||
| Treasure Nice Investment Limited | 9,000,000 | - | ||||||
| Total Services received from related parties | $ | 156,000,000 | $ | - | ||||
| F-37 |
GIBO HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO COMBINED FINANCIAL STATEMENTS
(Amounts in U.S. Dollars, except for number of shares)
c. Dues to related parties
Dues to related parties consists of the following:
SCHEDULE OF DUES TO RELATED PARTIES
| Name | 2024 | 2023 | ||||||
| As of December 31, | ||||||||
| Name | 2024 | 2023 | ||||||
| Chinese Top Asset Management Holdings Limited | $ | 21,800,000 | $ | - | ||||
| Mr. Lim Chun Yen | 1,041,846 | 247,900 | ||||||
| Ms. Hung Kwan Chen | 590,223 | 644,488 | ||||||
| Mr. Kueh Jing Tuang | 466,292 | 344,100 | ||||||
| General Analytics Limited | 233,300 | 233,300 | ||||||
| Prime King Investment Limited | 5,000 | - | ||||||
| Total due to related parties | $ | 24,136,661 | $ | 1,469,788 | ||||
As of December 31,2024 and 2023, the balance of due to related parties exclude Chinese Top Asset Management Holdings Limited was comprised of advance from the Company’s related parties and was non-trade in nature and unsecured, used for working capital during the Company’s normal course of business. Such advance was non-interest bearing and due on demand.
On November 11, 2024, the Company entered into an equipment purchase agreement with a related party supplier, Chinese Top Asset Management Holdings Limited (“CTA”), to purchase a set of equipment from CTA with an aggregate purchase price of $51.8 million. On November 25, 2024, the Company notified the Customer Grand Harvest Corporation Limited to directly pay $30 million on behalf of the Company to CTA in order to speed up settlement process and streamlines cash flow management of each party. As a result, the balance of CTA was $21,800,000 as of December 31,2024.
d. Loan from related parties
Loan from related parties consists of the following:
| As of December 31, | ||||||||
| Name | 2024 | 2023 | ||||||
| Prime King Investment Limited | $ | 1,007,106 | $ | - | ||||
| Stand Best Creation Limited | 56,800 | - | ||||||
| Total loan from related parties | $ | 1,063,906 | $ | - | ||||
As of December 31,2024, the balance of loan from related parties was comprised of loan from the Company’s related parties and was non-trade in nature and unsecured, used for working capital during the Company’s normal course of business. Such loan was 3% or 5% per annum interest rate bearing and due in year 2026.
NOTE 8 — SHAREHOLDERS’ EQUITY
SHAREHOLDERS’ EQUITY
Ordinary shares
The Company was incorporated as an exempted company with limited liability under the laws of the Cayman Islands on June 19, 2024. The original share capital of The Company is $50,000 divided into 50,000 Ordinary Shares, with par value of $1 per share. The total number of Ordinary Shares issued and outstanding is 1 share. The numbers of authorized and outstanding Ordinary Shares were retroactively applied as if the transaction occurred at the beginning of the period presented.
| F-38 |
GIBO HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO COMBINED FINANCIAL STATEMENTS
(Amounts in U.S. Dollars, except for number of shares)
Capital contribution by shareholders
Capital Contributions
Hong Kong Daily was initially owned by Ms. Hung Kwan Han, holding 500,000 shares at HK$1.00 per share. On November 15, 2019, Ms. Hung Kwan Han signed a trust deed with Ms. Hung Kwan Chen and Mr. Lim Chun Yen, holding the shares on their behalf. On August 16, 2021, six new investors signed shareholder agreement with Ms. Hung Kwan Han, and contributing a total of $30.2 million to support Hong Kong Daily’s operations. During the fiscal year 2021, 2022 and 2023, the investors contributed $837,331, $11,824,763 and $17,525,456 to increase the paid-in capital of Hong Kong Daily, respectively. No additional capital contribution by cash from investors during the years ended December 31, 2024 in Hong Kong Daily.
On June 27, 2024, GIBO Group issued additional shares to Chinese Top Asset Management Holdings Limited (“CTA”), to purchased property, plant and equipment valued at $63,200,000, and also issued shares to Billion Start Enterprise Limited (“BSE”), Dragon Huge Development Limited (“DHD”) and Treasure Nice Investment Limited (“TNI”) in exchange for research and development services valued at $41,000,000. The above transactions include the purchase of property, plant and equipment, research and development services in exchange for ordinary shares are non-cash flow activities. As a result, the investors contributed $104,200,000 to increase the paid-in capital of GIBO Group.
NOTE 9 — COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES
Contingencies
From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company’s management does not expect any liability from the disposition of such claims and litigation individually or in the aggregate to have a material adverse impact on the Company’s combined financial position, results of operations and cash flows.
NOTE 10 — SUBSEQUENT EVENTS
Subsequent to the balance sheet date, On May 8, 2025, GIBO HOLDINGS LIMITED, a Cayman Islands exempted company limited by shares (the “Company”), consummated the previously announced business combination pursuant to the business combination agreement, dated as of August 5, 2024 and amended as of March 3, 2025 (the “Business Combination Agreement”), by and among the Company, Bukit Jalil Global Acquisition 1 Ltd., a Cayman Islands exempted company limited by shares (“BUJA”), GIBO Merger Sub 1 Limited, a Cayman Islands exempted company limited by shares (“Merger Sub I”), GIBO Merger Sub 2 Limited, a Cayman Islands exempted company limited by shares (“Merger Sub II”), and The Company.
SUBSEQUENT EVENTS
The Company has performed an evaluation of subsequent events through May 14, 2025, which was the date of the combined financial statements were issued, and determined that no other events that would have required adjustment or disclosure in the combined financial statements.
| F-39 |
Exhibit 1.1
THE COMPANIES ACT (REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
OF
GIBO HOLDINGS LIMITED
(adopted by a Special Resolution passed on 31 March 2025 and effective on 14 April 2025)
| 1. | The name of the Company is GIBO HOLDINGS LIMITED. |
| 2. | The Registered Office of the Company will be situated at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands, or at such other location within the Cayman Islands as the Directors may from time to time determine. |
| 3. | The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands. |
| 4. | The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by the Companies Act. |
| 5. | The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. |
| 6. | The liability of each Shareholder is limited to the amount, if any, unpaid on the Shares held by such Shareholder. |
| 1 |  |
| Filed: 01-May-2025 16:10 EST | |
| www.verify.gov.ky File#: 411110 | Auth Code: K90612277550 |
| 7. | The authorised share capital of the Company is US$50,000 divided into 50,000,000,000 shares of par value of US$0.000001 each, comprising of (i) 45,000,000,000 class A ordinary shares of par value of US$0.000001 each and (ii) 5,000,000,000 class B ordinary shares of par value of US$0.000001 each. Subject to the Companies Act and the Articles, the Company shall have power to redeem or purchase any of its Shares and to increase or reduce its authorised share capital and to sub-divide or consolidate the said Shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided. |
| 8. | The Company has the power contained in the Companies Act to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction. |
| 9. | Capitalised terms that are not defined in this Memorandum of Association bear the same meanings as those given in the Articles of Association of the Company. |
| 2 | |
| Filed: 01-May-2025 16:10 EST | |
| www.verify.gov.ky File#: 411110 | Auth Code: K90612277550 |
THE COMPANIES ACT (REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED ARTICLES OF ASSOCIATION
OF
GIBO HOLDINGS LIMITED
(adopted by a Special Resolution passed on 31 March 2025 and effective on 14 April 2025)
TABLE A
The regulations contained or incorporated in Table ‘A’ in the First Schedule of the Companies Act shall not apply to the Company and the following Articles shall comprise the Articles of Association of the Company.
| 1. | In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context: |
| “Affiliate” | means in respect of a Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, whether by blood, marriage or adoption, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity; |
| “Articles” | means these articles of association of the Company, as amended or substituted from time to time; |
|
“Board” and “Board of Directors” and “Directors” |
means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof; |
| 3 | |
| Filed: 01-May-2025 16:10 EST | |
| www.verify.gov.ky File#: 411110 | Auth Code: K90612277550 |
| “Chairman” | means the chairman of the Board of Directors; |
| “Class” or “Classes” | means any class or classes of Shares as may from time to time be issued by the Company; |
| “Class A Ordinary Share” | means a class A ordinary share of par value of US$0.000001 in the capital of the Company and having the rights provided for in these Articles; |
| “Class B Ordinary Share” | means a class B ordinary share of par value of US$0.000001 in the capital of the Company and having the rights provided for in these Articles; |
| “Commission” | means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act; |
| “Communication Facilities” | means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and being heard by each other; |
| “Company” | means GIBO HOLDINGS LIMITED, a Cayman Islands exempted company; |
| “Companies Act” | means the Companies Act (Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof; |
| “Company’s Website” | means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company with the Commission, or which has otherwise been notified to Shareholders; |
| “Designated Stock Exchange” | means the stock exchange in the United States on which any Shares are listed for trading; |
| “Designated Stock Exchange Rules” | means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares on the Designated Stock Exchange; |
| “electronic” | has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; |
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| Filed: 01-May-2025 16:10 EST | |
| www.verify.gov.ky File#: 411110 | Auth Code: K90612277550 |
| “electronic communication” | means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Commission) or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board; |
| “Electronic Transactions Act” | means the Electronic Transactions Act (Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof; |
| “electronic record” | has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; |
| “Founder” | means LIM CHUN YEN, a citizen of Malaysia with his ID Card number as A54687574; |
| “Memorandum of Association” | means the memorandum of association of the Company, as amended or substituted from time to time; |
| “Ordinary Resolution” | means a resolution: |
| (a) | passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company held in accordance with these Articles; or | |
| (b) | approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed; |
| “Ordinary Share” | means a Class A Ordinary Share or a Class B Ordinary Share; |
| “paid up” | means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up; |
| “Person” | means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires; |
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| Filed: 01-May-2025 16:10 EST | |
| www.verify.gov.ky File#: 411110 | Auth Code: K90612277550 |
| “Present” | means in respect of any Person, such Person’s presence at a general meeting of Shareholders (or any meeting of the holders of any Class of Shares), which may be satisfied by means of such Person or, if a corporation or other non-natural Person, its duly authorised representative (or, in the case of any Shareholder, a proxy which has been validly appointed by such Shareholder in accordance with these Articles), being: (a) physically present at the meeting; or (b) in the case of any meeting at which Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected by means of the use of such Communication Facilities; |
| “Register” | means the register of Members of the Company maintained in accordance with the Companies Act; |
| “Registered Office” | means the registered office of the Company as required by the Companies Act; |
| “Seal” | means the common seal of the Company (if adopted) including any facsimile thereof; |
| “Secretary” | means any Person appointed by the Directors to perform any of the duties of the secretary of the Company; |
| “Securities Act” | means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time; |
| “Share” | means a share in the share capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share; |
| “Shareholder” or “Member” | means a Person who is registered as the holder of one or more Shares in the Register; |
| “Share Premium Account” | means the share premium account established in accordance with these Articles and the Companies Act; |
| “signed” | means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a Person with the intent to sign the electronic communication; |
| “Special Resolution” | means a special resolution of the Company passed in accordance with the Companies Act, being a resolution: |
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| Filed: 01-May-2025 16:10 EST | |
| www.verify.gov.ky File#: 411110 | Auth Code: K90612277550 |
| (a) | passed by not less than two-thirds of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or | |
| (b) | approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed; |
| “Treasury Share” | means a Share held in the name of the Company as a treasury share in accordance with the Companies Act; |
| “United States” | means the United States of America, its territories, its possessions and all areas subject to its jurisdiction; and |
| “Virtual Meeting” | means any general meeting of the Shareholders (or any meeting of the holders of any Class of Shares) at which the Shareholders (and any other permitted participants of such meeting, including without limitation the chairman of the meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities. |
| 2. | In these Articles, save where the context requires otherwise: |
| (a) | words importing the singular number shall include the plural number and vice versa; | |
| (b) | words importing the masculine gender only shall include the feminine gender and any Person as the context may require; | |
| (c) | the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative; | |
| (d) | reference to a dollar or dollars (or US$) and to a cent or cents is reference to dollars and cents of the United States of America; |
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| Filed: 01-May-2025 16:10 EST | |
| www.verify.gov.ky File#: 411110 | Auth Code: K90612277550 |
| (e) | reference to a statutory enactment shall include reference to any amendment or re- enactment thereof for the time being in force; | |
| (f) | reference to any determination by the Directors shall be construed as a determination by the Directors in their sole and absolute discretion and shall be applicable either generally or in any particular case; | |
| (g) | any phrase introduced by the terms “including”, “include” or “in particular” or similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; | |
| (h) | reference to “in writing” shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing including in the form of an electronic record or partly one and partly another; | |
| (i) | any requirements as to delivery under the Articles include delivery in the form of an electronic record or an electronic communication; | |
| (j) | any requirements as to execution or signature under the Articles, including the execution of the Articles themselves, can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act; and | |
| (k) | Sections 8 and 19(3) of the Electronic Transactions Act shall not apply. |
| 3. | Subject to the last two preceding Articles, any words defined in the Companies Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles. |
PRELIMINARY
| 4. | The business of the Company may be conducted as the Directors see fit. |
| 5. | The Registered Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine. |
| 6. | The expenses incurred in the formation of the Company and in connection with the offer for subscription and issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine. |
| 7. | The Directors shall keep, or cause to be kept, the Register at such place as the Directors may from time to time determine and, in the absence of any such determination, the Register shall be kept at the Registered Office. |
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| Filed: 01-May-2025 16:10 EST | |
| www.verify.gov.ky File#: 411110 | Auth Code: K90612277550 |
SHARES
| 8. | Subject to these Articles and where applicable the Designated Stock Exchange Rules, all Shares for the time being unissued shall be under the control of the Directors who may, in their absolute discretion and without the approval of the Members, cause the Company to: |
| (a) | issue, allot and dispose of Shares (including, without limitation, preferred shares) (whether in certificated form or non-certificated form) to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine; | |
| (b) | grant rights over Shares or other securities to be issued in one or more classes or series as they deem necessary or appropriate and determine the designations, powers, preferences, privileges and other rights attaching to such Shares or securities, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the powers, preferences, privileges and rights associated with the then issued and outstanding Shares, at such times and on such other terms as they think proper; and | |
| (c) | grant options with respect to Shares and issue warrants or similar instruments with respect thereto. |
| 9. | The Directors may authorise the division of Shares into any number of Classes and the different Classes shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) may be fixed and determined by the Directors or by an Ordinary Resolution. The Directors may issue Shares with such preferred or other rights, all or any of which may be greater than the rights of Ordinary Shares, at such time and on such terms as they may think appropriate. Notwithstanding Article 17, the Directors may issue from time to time, out of the authorised share capital of the Company (other than the authorised but unissued Ordinary Shares), series of preferred shares in their absolute discretion and without approval of the Members; provided, however, before any preferred shares of any such series are issued, the Directors shall by resolution of Directors determine, with respect to any series of preferred shares, the terms and rights of that series, including: |
| (a) | the designation of such series, the number of preferred shares to constitute such series and the subscription price thereof if different from the par value thereof; | |
| (b) | whether the preferred shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may be general or limited; |
| (c) | the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends shall bear to the dividends payable on any shares of any other class or any other series of shares; |
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| www.verify.gov.ky File#: 411110 | Auth Code: K90612277550 |
| (d) | whether the preferred shares of such series shall be subject to redemption by the Company, and, if so, the times, prices and other conditions of such redemption; | |
| (e) | whether the preferred shares of such series shall have any rights to receive any part of the assets available for distribution amongst the Members upon the liquidation of the Company, and, if so, the terms of such liquidation preference, and the relation which such liquidation preference shall bear to the entitlements of the holders of shares of any other class or any other series of shares; |
| (f) | whether the preferred shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the preferred shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof; | |
| (g) | whether the preferred shares of such series shall be convertible into, or exchangeable for, shares of any other class or any other series of preferred shares or any other securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange; | |
| (h) | the limitations and restrictions, if any, to be effective while any preferred shares of such series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Company of, the existing shares or shares of any other class of shares or any other series of preferred shares; | |
| (i) | the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue of any additional shares, including additional shares of such series or of any other class of shares or any other series of preferred shares; and | |
| (j) | any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof; |
and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued. The Company shall not issue Shares to bearer.
| 10. | The Company may insofar as may be permitted by law, pay a commission to any Person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also pay such brokerage as may be lawful on any issue of Shares. |
| 11. | The Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or for no reason. |
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| Filed: 01-May-2025 16:10 EST | |
| www.verify.gov.ky File#: 411110 | Auth Code: K90612277550 |
CLASS A ORDINARY SHARES AND CLASS B ORDINARY SHARES
| 12. | Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Members. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share shall entitle the holder thereof to twenty (20) votes on all matters subject to vote at general meetings of the Company. |
| 13. | Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof. The right to convert shall be exercisable by the holder of the Class B Ordinary Share delivering a written notice to the Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares. |
| 14. | Any conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to these Articles shall be effected by means of the re-designation and re-classification of each relevant Class B Ordinary Share as a Class A Ordinary Share. Such conversion shall become effective (i) in the case of any conversion effected pursuant to Article 13, forthwith upon the receipt by the Company of the written notice delivered to the Company as described in Article 13 (or at such later date as may be specified in such notice) and upon entries being made in the Register to record the re-designation and re-classification of the relevant Class B Ordinary Shares as Class A Class Shares, or (ii) in the case of any automatic conversion effected pursuant to Article 15, forthwith upon occurrence of the event specified in Article 15 which triggers such automatic conversion, and upon entries being made in the Register to record the re-designation and re-classification of the relevant Class B Ordinary Shares as Class A Ordinary Shares at the relevant time. |
| 15. | Upon any sale, transfer, assignment or disposition of any Class B Ordinary Share by a Shareholder to any Person who is not the Founder, an Affiliate of the Founder, or upon a change of the ultimate beneficial ownership of any Class B Ordinary Share to any Person who is not the Founder, an Affiliate of the Founder, such Class B Ordinary Share shall be automatically and immediately converted into the same number of Class A Ordinary Share. For the avoidance of doubt, (i) a sale, transfer, assignment or disposition shall be effective upon the Company’s registration of such sale, transfer, assignment or disposition in its Register; and (ii) the creation of any pledge, charge, encumbrance or other third party right of whatever description on any Class B Ordinary Shares to secure a holder’s contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition, or a change of the ultimate beneficial ownership, unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in the third party holding legal title to the relevant Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary Shares. For the purposes of this Article 15, beneficial ownership shall have the meaning set forth in Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended. |
| 16. | Save and except for voting rights and conversion rights as set out in Articles 12 to 15 (inclusive), the Class A Ordinary Shares and the Class B Ordinary Shares shall rank pari passu with one another and shall have the same rights, preferences, privileges and restrictions. |
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| Filed: 01-May-2025 16:10 EST | |
| www.verify.gov.ky File#: 411110 | Auth Code: K90612277550 |
MODIFICATION OF RIGHTS
| 17. | Whenever the capital of the Company is divided into different Classes the rights attached to any such Class may, subject to any rights or restrictions for the time being attached to any Class, only be materially adversely varied with the consent in writing of the holders of at least two-thirds of the issued Shares of that Class or with the sanction of a Special Resolution passed at a separate meeting of the holders of the Shares of that Class. To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one or more Persons holding or representing by proxy at least one-third in nominal or par value amount of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not Present, those Shareholders who are Present shall form a quorum) and that, subject to any rights or restrictions for the time being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one vote for each Share of the Class held by him. For the purposes of this Article the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate Classes. |
| 18. | The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the Shares of that Class, be deemed to be materially adversely varied by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or the redemption or purchase of any Shares of any Class by the Company. The rights of the holders of Shares shall not be deemed to be materially adversely varied by the creation or issue of Shares with preferred or other rights including, without limitation, the creation of Shares with enhanced or weighted voting rights. |
CERTIFICATES
| 19. | Every Person whose name is entered as a Member in the Register may, without payment and upon its written request, request a certificate within two calendar months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) in the form determined by the Directors. All certificates shall specify the Share or Shares held by that Person, provided that in respect of a Share or Shares held jointly by several Persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery to all. All certificates for Shares shall be delivered personally or sent through the post addressed to the Member entitled thereto at the Member’s registered address as appearing in the Register. |
| 20. | Every share certificate of the Company shall bear such legends as may be required under applicable laws, including the Securities Act. |
| 21. | Any two or more certificates representing Shares of any one Class held by any Member may at the Member’s request be cancelled and a single new certificate for such Shares issued in lieu on payment (if the Directors shall so require) of one U.S. dollar (US$1.00) or such smaller sum as the Directors shall determine. |
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| www.verify.gov.ky File#: 411110 | Auth Code: K90612277550 |
| 22. | If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same Shares may be issued to the relevant Member upon request, subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit. |
| 23. | In the event that Shares are held jointly by several Persons, any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders. |
FRACTIONAL SHARES
| 24. | The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated. |
LIEN
| 25. | The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts (whether presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount lien on every Share registered in the name of a Person indebted or under liability to the Company (whether he is the sole registered holder of a Share or one of two or more joint holders) for all amounts owing by him or his estate to the Company (whether or not presently payable). The Directors may at any time declare a Share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a Share extends to any amount payable in respect of it, including but not limited to dividends. |
| 26. | The Company may sell, in such manner as the Directors in their absolute discretion think fit, any Share on which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of fourteen (14) calendar days after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of his death or bankruptcy. |
| 27. | For giving effect to any such sale the Directors may authorise a Person to transfer the Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. |
| 28. | The proceeds of the sale after deduction of expenses, fees and commissions incurred by the Company shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the Person entitled to the Shares immediately prior to the sale. |
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| www.verify.gov.ky File#: 411110 | Auth Code: K90612277550 |
CALLS ON SHARES
| 29. | Subject to the terms of the allotment, the Directors may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least fourteen (14) calendar days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on such Shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed. |
| 30. | The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof. |
| 31. | If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the Person from whom the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part. |
| 32. | The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified. |
| 33. | The Directors may make arrangements with respect to the issue of partly paid Shares for a difference between the Shareholders, or the particular Shares, in the amount of calls to be paid and in the times of payment. |
| 34. | The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the moneys uncalled and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors. No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable. |
FORFEITURE OF SHARES
| 35. | If a Shareholder fails to pay any call or instalment of a call in respect of partly paid Shares on the day appointed for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued. |
| 36. | The notice shall name a further day (not earlier than the expiration of fourteen (14) calendar days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed, the Shares in respect of which the call was made will be liable to be forfeited. |
| 37. | If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect. |
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| 38. | A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. |
| 39. | A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment in full of the amount unpaid on the Shares forfeited. |
| 40. | A certificate in writing under the hand of a Director that a Share has been duly forfeited on a date stated in the certificate shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be entitled to the Share. |
| 41. | The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof pursuant to the provisions of these Articles as to forfeiture and may execute a transfer of the Share in favour of the Person to whom the Share is sold or disposed of and that Person shall be registered as the holder of the Share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the disposition or sale. |
| 42. | The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified. |
TRANSFER OF SHARES
| 43. | The instrument of transfer of any Share shall be in writing and in any usual or common form or such other form as the Directors may, in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares. |
| 44. | (a) The Directors may in their absolute discretion decline to register any transfer of Shares which is not fully paid up or on which the Company has a lien. |
| (b) The Directors may also decline to register any transfer of any Share unless: |
| (i) | the instrument of transfer is lodged with the Company, accompanied by the certificate for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; | |
| (ii) | the instrument of transfer is in respect of only one Class of Shares; |
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| (iii) | the instrument of transfer is properly stamped, if required; | |
| (iv) | in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four; and | |
| (v) | a fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or such lesser sum as the Board of Directors may from time to time require, is paid to the Company in respect thereof. |
| 45. | The registration of transfers may, on ten (10) calendar days’ notice being given by advertisement in such one or more newspapers, by electronic means or by any other means in accordance with the Designated Stock Exchange Rules, be suspended and the Register closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the Register closed for more than thirty (30) calendar days in any calendar year. |
| 46. | All instruments of transfer that are registered shall be retained by the Company. If the Directors refuse to register a transfer of any Shares, they shall within three calendar months after the date on which the transfer was lodged with the Company send notice of the refusal to each of the transferor and the transferee. |
TRANSMISSION OF SHARES
| 47. | The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by the Company as having any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only Person recognised by the Company as having any title to the Share. |
| 48. | Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall, upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy. |
| 49. | A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such Person to elect either to be registered himself or to transfer the Share, and if the notice is not complied with within ninety (90) calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with. |
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REGISTRATION OF EMPOWERING INSTRUMENTS
| 50. | The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument. |
ALTERATION OF SHARE CAPITAL
| 51. | The Company may from time to time by an Ordinary Resolution increase the share capital by such sum, to be divided into Shares of such Classes and amount, as the resolution shall prescribe. |
| 52. | The Company may by an Ordinary Resolution: |
| (a) | increase its share capital by new Shares of such amount as it thinks expedient; | |
| (b) | consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares; | |
| (c) | subdivide its Shares, or any of them, into Shares of an amount smaller than that fixed by the Memorandum, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and | |
| (d) | cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled. |
| 53. | The Company may by a Special Resolution reduce its share capital and any capital redemption reserve in any manner authorised by the Companies Act. |
REDEMPTION, PURCHASE AND SURRENDER OF SHARES
| 54. | Subject to the provisions of the Companies Act and these Articles, the Company may: |
| (a) | issue Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder or the Company. The redemption of Shares shall be effected in such manner and upon such terms as may be determined, before the issue of such Shares, by either the Board or by the Shareholders by an Ordinary Resolution; | |
| (b) | purchase its own Shares (including any redeemable Shares) on such terms and in such manner as have been approved by the Board or by the Shareholders by an Ordinary Resolution, or are otherwise authorised by these Articles; and | |
| (c) | make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Companies Act, including out of capital. |
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| 55. | The purchase of any Share shall not oblige the Company to purchase any other Share other than as may be required pursuant to applicable law and any other contractual obligations of the Company. |
| 56. | The holder of the Shares being purchased shall be bound to deliver up to the Company the certificate(s) (if any) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies or consideration in respect thereof. |
| 57. | The Directors may accept the surrender for no consideration of any fully paid Share. |
TREASURY SHARES
| 58. | The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share. |
| 59. | The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration). |
GENERAL MEETINGS
| 60. | All general meetings other than annual general meetings shall be called extraordinary general meetings. |
| 61. | (a) The Company may (but shall not be obliged to) in each calendar year hold a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as may be determined by the Directors. |
| (b) At these meetings the report of the Directors (if any) shall be presented. |
| 62. | (a) The Chairman or the Directors (acting by a resolution of the Board) may call general meetings, and they shall on a Shareholders’ requisition forthwith proceed to convene an extraordinary general meeting of the Company. |
| (b) | A Shareholders’ requisition is a requisition of Members holding at the date of deposit of the requisition Shares which carry in aggregate not less than one-third (1/3) of all votes attaching to all the issued and outstanding Shares that as at the date of the deposit carry the right to vote at general meetings of the Company. | |
| (c) | The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists. |
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| (d) | If there are no Directors as at the date of the deposit of the Shareholders’ requisition, or if the Directors do not within twenty-one (21) calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one (21) calendar days, the requisitionists, or any of them representing more than one-half (1/2) of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three (3) calendar months after the expiration of the said twenty-one (21) calendar days. | |
| (e) | A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors. |
NOTICE OF GENERAL MEETINGS
| 63. | At least seven (7) calendar days’ notice shall be given for any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of these Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed: |
| (a) | in the case of an annual general meeting, by all the Shareholders (or their proxies) entitled to attend and vote thereat; and | |
| (b) | in the case of an extraordinary general meeting, by holders of two-thirds (2/3) of the Shareholders having a right to attend and vote at the meeting, Present at the meeting or, in the case of a corporation or other non-natural person, represented by its duly authorised representative or proxy. |
| 64. | The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Shareholder shall not invalidate the proceedings at any meeting. |
PROCEEDINGS AT GENERAL MEETINGS
| 65. | No business except for the appointment of a chairman for the meeting shall be transacted at any general meeting unless a quorum of Shareholders is Present at the time when the meeting proceeds to business. One or more Shareholders holding Shares which carry in aggregate (or representing by proxy) not less than one-third (1/3) of all votes attaching to all Shares in issue and entitled to vote at such general meeting, Present at the meeting, shall be a quorum for all purposes. |
| 66. | If within half an hour from the time appointed for the meeting a quorum is not Present, the meeting shall be dissolved. |
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| 67. | If the Directors wish to make this facility available for a specific general meeting or all general meetings of the Company, attendance and participation in any general meeting of the Company may be by means of Communication Facilities. Without limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting. The notice of any general meeting at which Communication Facilities will be utilised (including any Virtual Meeting) must disclose the Communication Facilities that will be used, including the procedures to be followed by any Shareholder or other participant of the meeting who wishes to utilise such Communication Facilities for the purposes of attending and participating in such meeting, including attending and casting any vote thereat. |
| 68. | The Chairman, if any, shall preside as chairman at every general meeting of the Company. |
| 69. | If there is no such Chairman, or if at any general meeting he is not Present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman of the meeting, any Director or Person nominated by the Directors shall preside as chairman of that meeting, failing which the Shareholders Present shall choose any Person Present to be chairman of that meeting. |
| 70. | The chairman of any general meeting (including any Virtual Meeting) shall be entitled to attend and participate at any such general meeting by means of Communication Facilities, and to act as the chairman of such general meeting, in which event the following provisions shall apply: |
| (a) | The chairman of the meeting shall be deemed to be Present at the meeting; and | |
| (b) | If the Communication Facilities are interrupted or fail for any reason to enable the chairman of the meeting to hear and be heard by all other Persons participating in the meeting, then the other Directors Present at the meeting shall choose another Director Present to act as chairman of the meeting for the remainder of the meeting; provided that if no other Director is Present at the meeting, or if all the Directors Present decline to take the chair, then the meeting shall be automatically adjourned to the same day in the next week and at such time and place as shall be decided by the Board of Directors. |
| 71. | The chairman of any general meeting at which a quorum is Present may with the consent of the meeting (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting, or adjourned meeting, is adjourned for fourteen (14) calendar days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. |
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| 72. | The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting, except for general meetings requisitioned by the Shareholders in accordance with these Articles, for any reason or for no reason, upon notice in writing to Shareholders. A postponement may be for a stated period of any length or indefinitely as the Directors may determine. |
| 73. | At any general meeting a resolution put to the vote of the meeting shall be decided by a poll. |
| 74. | A poll shall be taken in such manner as the chairman of the meeting directs, and the result of the poll shall be deemed to be the resolution of the meeting. |
| 75. | All questions submitted to a meeting shall be decided by an Ordinary Resolution except where a greater majority is required by these Articles or by the Companies Act. In the case of an equality of votes, the chairman of the meeting shall be entitled to a second or casting vote. |
| 76. | A poll shall be taken forthwith or at such time as the chairman of the meeting directs. |
VOTES OF SHAREHOLDERS
| 77. | Subject to any rights and restrictions for the time being attached to any Share, on a poll every Shareholder Present at the meeting shall have one (1) vote for each Class A Ordinary Share and twenty (20) votes for each Class B Ordinary Share of which such Shareholder is the holder. |
| 78. | In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register. |
| 79. | Shares carrying the right to vote that are held by a Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may be voted by his committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person may vote in respect of such Shares by proxy. |
| 80. | No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any, or other sums presently payable by him in respect of Shares carrying the right to vote held by him have been paid. |
| 81. | On a poll votes may be given either personally or by proxy. |
| 82. | Each Shareholder, other than a recognised clearing house (or its nominee(s)), may only appoint one proxy on a poll. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Shareholder. |
| 83. | An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve. |
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| 84. | The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may be deposited at such other time (no later than the time for holding the meeting or adjourned meeting) at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company. The chairman of the meeting may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid. |
| 85. | A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of the Company (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held. |
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
| 86. | Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director. |
DEPOSITARY AND CLEARING HOUSES
| 87. | If a recognised clearing house (or its nominee(s)) is a Member of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such Person(s) as it thinks fit to act as its representative(s) at any general meeting of the Company or of any Class of Shareholders provided that, if more than one Person is so authorised, the authorisation shall specify the number and Class of Shares in respect of which each such Person is so authorised. A Person so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the recognised clearing house (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) could exercise if it were an individual Member holding the number and Class of Shares specified in such authorisation. |
DIRECTORS
| 88. | (a) | Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than three (3) and not be more than nine (9), the exact number of Directors to be determined from time to time by an Ordinary Resolution. |
| (b) | The Board of Directors shall elect and appoint a Chairman by a majority of the Directors then in office. Once elected, the Chairman will hold office for an indefinite period unless and until removed in accordance with paragraph (f) below. The Chairman shall preside as chairman at every meeting of the Board of Directors. To the extent the Chairman is not present at a meeting of the Board of Directors within fifteen minutes after the time appointed for holding the same, the attending Directors may choose one of them to be the chairman of the meeting. |
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| (c) | The Company may by an Ordinary Resolution appoint any person to be a Director. | |
| (d) | The Board may, by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting, appoint any person as a Director, to fill a casual vacancy on the Board, which may be created in accordance with Article 108. | |
| (e) | An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the Director, if any; but no such term shall be implied in the absence of express provision. Each Director whose term of office expires shall be eligible for re-election at a meeting of the Shareholders or re-appointment by the Board. | |
| (f) | A Director may be removed from office by an Ordinary Resolution (except with regard to the removal of a Director who is the Chairman, who may be removed from office by a Special Resolution), notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement). | |
| (g) | The notice of any meeting at which a resolution to remove a Director shall be proposed or voted upon must contain a statement of the intention to remove that Director and such notice must be served on that Director not less than seven (7) calendar days before the meeting. Such Director is entitled to attend the meeting and be heard on the motion for his removal. |
| 89. | The Board may, from time to time, and except as required by applicable law or Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company and determine on various corporate governance related matters of the Company as the Board shall determine by resolution of Directors from time to time. |
| 90. | A Director shall not be required to hold any Shares in the Company by way of qualification. A Director who is not a Member of the Company shall nevertheless be entitled to attend and speak at general meetings. |
| 91. | The remuneration of the Directors may be determined by the Directors or by an Ordinary Resolution. |
| 92. | The Directors shall be entitled to be paid for their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive such fixed allowance in respect thereof as may be determined by the Directors from time to time, or a combination partly of one such method and partly the other. |
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ALTERNATE DIRECTOR OR PROXY
| 93. | Any Director may in writing appoint another Person to be his alternate and, save to the extent provided otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director, but shall not be required to sign such written resolutions where they have been signed by the appointing director, and to act in such Director’s place at any meeting of the Directors at which the appointing Director is unable to be present. Every such alternate shall be entitled to attend and vote at meetings of the Directors as a Director when the Director appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall be deemed for all purposes to be a Director of the Company and shall not be deemed to be the agent of the Director appointing him. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them. |
| 94. | Any Director may appoint any Person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting. |
POWERS AND DUTIES OF DIRECTORS
| 95. | Subject to the Companies Act, these Articles and any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed. |
| 96. | Subject to these Articles, the Directors may from time to time appoint any natural person or corporation, whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, chief executive officer, one or more other executive officers, president, one or more vice presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any natural person or corporation so appointed by the Directors may be removed by the Directors. The Directors may also appoint one or more of them to the office of managing director upon like terms, but any such appointment shall ipso facto terminate if any managing director ceases for any cause to be a Director, or if the Company by an Ordinary Resolution resolves that his tenure of office be terminated. |
| 97. | The Directors may appoint any natural person or corporation to be a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors. |
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| 98. | The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors. |
| 99. | The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys or authorised signatory (any such Person being an “Attorney” or “Authorised Signatory”, respectively) of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised Signatory to delegate all or any of the powers, authorities and discretion vested in him. |
| 100. | The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred by this Article. |
| 101. | The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any natural person or corporation to be a member of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such natural person or corporation. |
| 102. | The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any natural person or corporation so appointed and may annul or vary any such delegation, but no Person dealing in good faith and without notice of any such annulment or variation shall be affected thereby. |
| 103. | Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them. |
BORROWING POWERS OF DIRECTORS
| 104. | The Directors may from time to time at their discretion exercise all the powers of the Company to raise or borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. |
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THE SEAL
| 105. | The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixing of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence. |
| 106. | The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixing of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the instrument signed by a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose. |
| 107. | Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company. |
DISQUALIFICATION OF DIRECTORS
| 108. | The office of Director shall be vacated, if the Director: |
| (a) | becomes bankrupt or makes any arrangement or composition with his creditors; | |
| (b) | dies or is found to be or becomes of unsound mind; | |
| (c) | resigns his office by notice in writing to the Company; or | |
| (d) | is removed from office pursuant to any other provision of these Articles. |
PROCEEDINGS OF DIRECTORS
| 109. | The Directors may meet together (either within or outside of the Cayman Islands) for the despatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. At any meeting of the Directors, each Director present in person or represented by his proxy or alternate shall be entitled to one vote. In case of an equality of votes the chairman of the meeting shall have a second or casting vote. A Director may, and a Secretary or assistant Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. |
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| 110. | A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors of which such Director is a member, by means of telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting. |
| 111. | The quorum necessary for the transaction of the business of the Board may be fixed by the Directors, and unless so fixed, the quorum shall be a majority of Directors then in office. A Director represented by proxy or by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present. |
| 112. | A Director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated. Subject to the Designated Stock Exchange Rules and disqualification by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration. |
| 113. | A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement. |
| 114. | Any Director may act by himself or through his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company. |
| 115. | The Directors shall cause minutes to be made for the purpose of recording: |
| (a) | all appointments of officers made by the Directors; | |
| (b) | the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and | |
| (c) | all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors. |
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| 116. | When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings. |
| 117. | A resolution in writing signed by all the Directors or all the members of a committee of Directors entitled to receive notice of a meeting of Directors or committee of Directors, as the case may be (an alternate Director, subject as provided otherwise in the terms of appointment of the alternate Director, being entitled to sign such a resolution on behalf of his appointer), shall be as valid and effectual as if it had been passed at a duly called and constituted meeting of Directors or committee of Directors, as the case may be. When signed a resolution may consist of several documents each signed by one or more of the Directors or his duly appointed alternate. |
| 118. | The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose. |
| 119. | Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one of them to be chairman of the meeting. |
| 120. | A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote. |
| 121. | All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director. |
PRESUMPTION OF ASSENT
| 122. | A Director who is present at a meeting of the Board of Directors at which an action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action. |
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DIVIDENDS
| 123. | Subject to any rights and restrictions for the time being attached to any Shares, the Directors may from time to time declare dividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor. |
| 124. | Subject to any rights and restrictions for the time being attached to any Shares, the Company by an Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors. |
| 125. | The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, in the absolute discretion of the Directors, be applicable for meeting contingencies or for equalising dividends or for any other purpose to which those funds may be properly applied, and pending such application may in the absolute discretion of the Directors, either be employed in the business of the Company or be invested in such investments (other than Shares of the Company) as the Directors may from time to time think fit. |
| 126. | Any dividend payable in cash to the holder of Shares may be paid in any manner determined by the Directors. If paid by cheque it will be sent by mail addressed to the holder at his address in the Register, or addressed to such person and at such addresses as the holder may direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such Shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company. |
| 127. | The Directors may determine that a dividend shall be paid wholly or partly by the distribution of specific assets (which may consist of the shares or securities of any other company) and may settle all questions concerning such distribution. Without limiting the generality of the foregoing, the Directors may fix the value of such specific assets, may determine that cash payment shall be made to some Shareholders in lieu of specific assets and may vest any such specific assets in trustees on such terms as the Directors think fit. |
| 128. | Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares, but if and for so long as nothing is paid up on any of the Shares dividends may be declared and paid according to the par value of the Shares. No amount paid on a Share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the Share. |
| 129. | If several Persons are registered as joint holders of any Share, any of them may give effective receipts for any dividend or other moneys payable on or in respect of the Share. |
| 130. | No dividend shall bear interest against the Company. |
| 131. | Any dividend unclaimed after a period of six calendar years from the date of declaration of such dividend may be forfeited by the Board of Directors and, if so forfeited, shall revert to the Company. |
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ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION
| 132. | The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors. |
| 133. | The books of account shall be kept at the Registered Office or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors. |
| 134. | The Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right to inspect any account or book or document of the Company except as conferred by law or authorised by the Directors or by an Ordinary Resolution. |
| 135. | The accounts relating to the Company’s affairs shall be audited in such manner and with such financial year end as may be determined from time to time by the Directors or failing any determination as aforesaid shall not be audited. |
| 136. | The Directors may appoint an auditor of the Company who shall hold office until removed from office by a resolution of the Directors and may fix his or their remuneration. |
| 137. | Every auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors. |
| 138. | The auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment, and at any time during their term of office, upon request of the Directors or any general meeting of the Members. |
| 139. | The Directors in each calendar year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Companies Act and deliver a copy thereof to the Registrar of Companies in the Cayman Islands. |
CAPITALISATION OF RESERVES
| 140. | Subject to the Companies Act, the Directors may: |
| (a) | resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account, capital redemption reserve and profit and loss account), which is available for distribution; | |
| (b) | appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount of Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards: |
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| (i) | paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or | |
| (ii) | paying up in full unissued Shares or debentures of a nominal amount equal to that sum, |
| and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid; |
| (c) | make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit; |
| (d) | authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company providing for either: |
| (i) | the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which they may be entitled on the capitalisation, or | |
| (ii) | the payment by the Company on behalf of the Shareholders (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares, |
| and any such agreement made under this authority being effective and binding on all those Shareholders; and |
| (e) | generally do all acts and things required to give effect to the resolution. |
| 141. | Notwithstanding any provisions in these Articles and subject to the Companies Act, the Directors may resolve to capitalise an amount standing to the credit of reserves (including the share premium account, capital redemption reserve and profit and loss account) or otherwise available for distribution by applying such sum in paying up in full unissued Shares to be allotted and issued to: |
| (a) | employees (including Directors) or service providers of the Company or its Affiliates upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or the Members; | |
| (b) | any trustee of any trust or administrator of any share incentive scheme or employee benefit scheme to whom shares are to be allotted and issued by the Company in connection with the operation of any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or Members; or | |
| (c) | service providers of the Company or its Affiliates upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or the Members. |
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SHARE PREMIUM ACCOUNT
| 142. | The Directors shall in accordance with the Companies Act establish a Share Premium Account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share. |
| 143. | There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Companies Act, out of capital. |
NOTICES
| 144. | Except as otherwise provided in these Articles, any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or by posting it by airmail or a recognised courier service in a prepaid letter addressed to such Shareholder at his address as appearing in the Register, or by electronic mail to any electronic mail address such Shareholder may have specified in writing for the purpose of such service of notices, or by facsimile to any facsimile number such Shareholder may have specified in writing for the purpose of such service of notices, or by placing it on the Company’s Website should the Directors deem it appropriate. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders. |
| 145. | Any Shareholder Present at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened. |
| 146. | Any notice or other document, if served by: |
| (a) | post, shall be deemed to have been served five (5) calendar days after the time when the letter containing the same is posted; | |
| (b) | facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient; | |
| (c) | recognised courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service; or | |
| (d) | electronic means, shall be deemed to have been served immediately (i) upon the time of the transmission to the electronic mail address supplied by the Shareholder to the Company or (ii) upon the time of its placement on the Company’s Website. |
| In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service. |
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| 147. | Any notice or document delivered or sent by post to or left at the registered address of any Shareholder in accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document have been removed from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share. |
| 148. | Notice of every general meeting of the Company shall be given to: |
| (a) | all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and | |
| (b) | every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of the meeting. | |
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No other Person shall be entitled to receive notices of general meetings. |
INFORMATION
| 149. | Subject to the relevant laws, rules and regulations applicable to the Company, no Member shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the Members of the Company to communicate to the public. |
| 150. | Subject to due compliance with the relevant laws, rules and regulations applicable to the Company, the Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its Members including, without limitation, information contained in the Register and transfer books of the Company. |
INDEMNITY
| 151. | Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the provisions of these Articles), Secretary, assistant Secretary, or other officer for the time being and from time to time of the Company (but not including the Company’s auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, |
| other than by reason of such Indemnified Person’s own dishonesty, willful default or fraud, in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere. | |
| 152. | No Indemnified Person shall be liable: |
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| (a) | for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of the Company; or | |
| (b) | for any loss on account of defect of title to any property of the Company; or | |
| (c) | on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or | |
| (d) | for any loss incurred through any bank, broker or other similar Person; or | |
| (e) | for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified Person’s part; or | |
| (f) | for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of such Indemnified Person’s office or in relation thereto; |
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unless the same shall happen through such Indemnified Person’s own dishonesty, willful default or fraud. |
FINANCIAL YEAR
| 153. | Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31 in each calendar year and shall begin on January 1 in each calendar year. |
NON-RECOGNITION OF TRUSTS
| 154. | No Person shall be recognised by the Company as holding any Share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Act requires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register. |
WINDING UP
| 155. | If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Companies Act, divide amongst the Members in species or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and, subject to Article 156, determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability. |
| 156. | If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions. |
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AMENDMENT OF ARTICLES OF ASSOCIATION
| 157. | Subject to the Companies Act, the Company may at any time and from time to time by a Special Resolution alter or amend these Articles in whole or in part. |
CLOSING OF REGISTER OR FIXING RECORD DATE
| 158. | For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any meeting of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Shareholder for any other purpose, the Directors may provide that the Register shall be closed for transfers for a stated period which shall not exceed in any case thirty (30) calendar days in any calendar year. |
| 159. | In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date for any such determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders and for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within ninety (90) calendar days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such determination. |
| 160. | If the Register is not so closed and no record date is fixed for the determination of those Shareholders entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article, such determination shall apply to any adjournment thereof. |
REGISTRATION BY WAY OF CONTINUATION
| 161. | The Company may by a Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company. |
DISCLOSURE
| 162. | The Directors, or any service providers (including the officers, the Secretary and the Registered Office provider of the Company) specifically authorised by the Directors, shall be entitled to disclose to any regulatory or judicial authority or to any stock exchange on which securities of the Company may from time to time be listed any information regarding the affairs of the Company including without limitation information contained in the Register and books of the Company. |
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EXCLUSIVE FORUM
| 163. | For the avoidance of doubt and without limiting the jurisdiction of the courts of the Cayman Islands to hear, settle and/or determine disputes related to the Company, the courts of the Cayman Islands shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Director, officer or other employee of the Company to the Company or the Members, (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or these Articles including but not limited to any purchase or acquisition of Shares, security or guarantee provided in consideration thereof, or (iv) any action asserting a claim against the Company which if brought in the United States of America would be a claim arising under the internal affairs doctrine (as such concept is recognised under the laws of the United States from time to time). |
| 164. | Unless the Company consents in writing to the selection of an alternative forum, the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County, New York) shall be the exclusive forum within the United States for the resolution of any complaint asserting a cause of action arising out of or relating in any way to the federal securities laws of the United States, regardless of whether such legal suit, action, or proceeding also involves parties other than the Company. Any person or entity purchasing or otherwise acquiring any Share or other securities in the Company, or purchasing or otherwise acquiring the Shares issued pursuant to deposit agreements, cannot waive compliance with the federal securities laws of the United States and the rules and regulations thereunder with respect to claims arising under the Securities Act and shall be deemed to have notice of and consented to the provisions of this Article. Without prejudice to the foregoing, if the provision in this Article is held to be illegal, invalid or unenforceable under applicable law, the legality, validity or enforceability of the rest of these Articles shall not be affected and this Article shall be interpreted and construed to the maximum extent possible to apply in the relevant jurisdiction with whatever modification or deletion may be necessary so as best to give effect to the intention of the Company. |
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Exhibit 15.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
GIBO Holdings Limited, a Cayman Islands exempted company limited by shares (the “Company”) is providing the following unaudited pro forma condensed combined financial information present the combination of the financial information of Bukit Jalil Global Acquisition 1 Ltd (“BUJA”) and Global IBO Group Limited (“GIBO”), which was consummated on May 8, 2025.
The unaudited pro forma condensed financial statements are based on the BUJA historical financial statements and GIBO historical financial statements as adjusted to give effect to the Business Combination. The unaudited pro forma condensed combined balance sheet gives pro forma effect to the transactions as if they had been consummated on December 31, 2024. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 give effect to the transactions as if they had occurred on January 1, 2024, the beginning of the period presented.
The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of SEC Regulation S-X, as amended by the final rule, Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses. Release No. 33-10786 replaced the previous pro forma adjustment criteria with simplified requirements to depict the accounting for the Transactions (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Management has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The adjustments presented in the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an understanding of the combined company reflecting the Transactions.
The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are not necessarily indicative of what the actual results of operations and financial position would have been had the Transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the combined company.
There is no historical activity with respect to the Company, Merger Sub 1 and Merger Sub 2, and accordingly, no adjustments were required with respect to these entities in the unaudited pro forma condensed combined financial statements.
The unaudited pro forma condensed combined balance sheet as of December 31, 2024, has been prepared using, and should be read in conjunction with, the following:
| ● | BUJA’s balance sheet as of December 31, 2024 and the related notes included elsewhere in this Form 20-F, and | |
| ● | GIBO’s consolidated balance sheet as of December 31, 2024 and the related notes included elsewhere in this Form 20-F. |
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 has been prepared using, and should be read in conjunction with, the following:
| ● | BUJA’s statements of operations for the year ended December 31, 2024 and the related notes included elsewhere in this Form 20-F, and | |
| ● | GIBO’s consolidated statements of operations for the year ended December 31, 2024 and the related notes included elsewhere in this Form 20-F. |
Description of the Business Combination
On May 8, 2025, the Company consummated the previously announced business combination pursuant to the business combination agreement, dated as of August 5, 2024 and amended as of March 3, 2025 (the “Business Combination Agreement”), by and among the Company, BUJA, GIBO Merger Sub 1 Limited, a Cayman Islands exempted company limited by shares (“Merger Sub I”), GIBO Merger Sub 2 Limited, a Cayman Islands exempted company limited by shares (“Merger Sub II”), and Global IBO Group Ltd., a Cayman Islands exempted company limited by shares (“GIBO”).
As a result of the Business Combination, (i) Merger Sub I has merged with and into GIBO, with GIBO as the surviving entity and a wholly-owned subsidiary of the Company (the “First Merger”), and (ii) following the First Merger, Merger Sub II has merged with and into BUJA, with BUJA as the surviving entity and a wholly-owned subsidiary of the Company (the “Second Merger,” and together with the First Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).
Upon the consummation of the Business Combination, each of BUJA and GIBO became a subsidiary of the Company, and BUJA’s shareholders and GIBO’s shareholders (except certain shareholders of the GIBO (such shareholders, the “Founders”)) received Class A ordinary shares of par value of $0.000001 each of the Company (“Class A Ordinary Shares”) and the Founders received Class B ordinary shares of par value of $0.000001 each of the Company (“Class B Ordinary Shares” and together with Class A Ordinary Shares, the “Ordinary Shares”) as consideration and became the shareholders of the Company. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at our general meetings while each Class B Ordinary Share shall entitle the holder thereof to twenty (20) votes on all matters subject to vote at our general meetings. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof and Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.
Upon the consummation of the Business Combination, outstanding BUJA Warrants were assumed by the Company and converted into corresponding Warrants to purchase 2,873,741 Class A Ordinary Shares. The Warrants may be exercised during the period commencing from 30 days after the completion of the Business Combination, and terminating five years after the completion of the Business Combination. Each Warrant will entitle the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per whole share, subject to adjustment. The Warrants may be exercised only for a whole number of Class A Ordinary Shares.
Immediately following the consummation of the Business Combination, 727,367,986 the Company shares were issued to (i) BUJA’s public shareholders of 687,639 shares, which included 112,639 public shares and 575,000 shares convertible from 5,750,000 of one right to receive one-tenth of one ordinary share from the public unit, (ii) BUJA’s initial shareholders of 1,904,237 shares, which included 1,437,500 Founder Shares, 424,307 private shares, and 42,430 shares in exchange for 42,430 BUJA shares issued to the sponsor converted from 424,307 rights, each to receive one-tenth of one ordinary share from the private units, (iii) A.G.P./Alliance Global Partners (“AGP”) of 178,534 shares, which included 28,534 shares (“AGP Shares”) pursuant to the Advisory Agreement signed on April 22, 2024 between AGP and BUJA for the transaction fee of $325,000 in the form of shares of the combined entity at $11.39 per share as of March 11, 2025, and 150,000 shares (“Representative Shares”) issued upon the consummation of IPO and convertible to the Company shares upon the consummation of the Business Combination, (iv) GIBO’s shareholders of 722,597,576 shares at exchange ratio of $11.46 per share, the May 2025 redemption per share price, based on a total merger consideration of $8.28 billion.
Accounting for the Business Combination
The Business Combination was accounted for as a “reverse recapitalization” in accordance with U.S. GAAP. Under this method of accounting, BUJA was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the fact that subsequent to the Business Combination, GIBO’s shareholders are expected to beneficially own a majority of the total voting power of the Company, GIBO comprised all of the ongoing operations of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of GIBO issuing shares for the net assets of BUJA, accompanied by a recapitalization. The net assets of BUJA were stated at historical costs. No goodwill or other intangible assets were recorded. Operations prior to the Business Combination were those of GIBO.
Basis of Pro Forma Presentation
The unaudited pro forma combined financial information included in this Exhibit has been prepared using actual redemption of BUJA’s ordinary shares.
The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination, are factually supportable and are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited pro forma combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Business Combination.
The unaudited pro forma combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. BUJA and GIBO have not had any historical relationship prior to the Transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
There is no historical activity with respect to GIBO or Merger Sub I or Merger Sub II, accordingly, no adjustments were required with respect to these entities in the pro forma combined financial statements.
The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2024
| (1) | Actual | |||||||||||||||||||||||||||||||
| BUJA | Redemptions | |||||||||||||||||||||||||||||||
| Transaction | (2) | Transaction | ||||||||||||||||||||||||||||||
| Accounting | GIBO | Accounting | Pro Forma | |||||||||||||||||||||||||||||
| (Historical) | Adjustments | Note | (Pro Forma) | (Historical) | Adjustments | Note | Combined | |||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||
| Current assets: | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 15,265 | $ | 982,400 | (D) | $ | 997,665 | $ | 86,750 | $ | 1,290,691 | (E) | $ | 732,153 | ||||||||||||||||||
| (995,000 | ) | (F) | ||||||||||||||||||||||||||||||
| (551,408 | ) | (H) | ||||||||||||||||||||||||||||||
| (96,545 | ) | (I) | ||||||||||||||||||||||||||||||
| Deposit | - | - | - | 25,992 | - | 25,992 | ||||||||||||||||||||||||||
| Prepaid expenses and other current assets | 5,000 | - | 5,000 | 60,135 | - | 65,135 | ||||||||||||||||||||||||||
| Deferred offering costs | - | - | - | 1,609,714 | (1,609,714 | ) | (I) | - | ||||||||||||||||||||||||
| Total current assets | 20,265 | 982,400 | 1,002,665 | 1,782,591 | (1,961,976 | ) | 823,280 | |||||||||||||||||||||||||
| Property and equipment, net | - | - | - | 110,641,098 | - | 110,641,098 | ||||||||||||||||||||||||||
| Intangible assets, net | - | - | - | 333,336 | - | 333,336 | ||||||||||||||||||||||||||
| Right-of-use asset | - | - | - | 38,563 | - | 38,563 | ||||||||||||||||||||||||||
| Investments held in Trust Account | 32,819,527 | 348,789 | (A) | 1,290,691 | - | (1,290,691 | ) | (E) | - | |||||||||||||||||||||||
| 400,000 | (B) | |||||||||||||||||||||||||||||||
| (32,277,625 | ) | (C) | ||||||||||||||||||||||||||||||
| Total Assets | $ | 32,839,792 | $ | (30,546,436 | ) | $ | 2,293,356 | $ | 112,795,588 | $ | (3,252,667 | ) | $ | 111,836,277 | ||||||||||||||||||
| Liabilities, Temporary Equity, and Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||||||||||||||
| Other payable and accrued expenses | 29,705 | - | 29,705 | 2,290,206 | (96,545 | ) | (I) | 2,223,366 | ||||||||||||||||||||||||
| Operating lease liabilities, current | - | - | - | 38,563 | - | 38,563 | ||||||||||||||||||||||||||
| Due to related parties | 30,524 | - | 30,524 | 24,136,661 | - | 24,167,185 | ||||||||||||||||||||||||||
| Sponsor Loan | 908,000 | 982,400 | (D) | 1,890,400 | - | - | 1,890,400 | |||||||||||||||||||||||||
| Extension loan - related party | 700,000 | 400,000 | (B) | 1,100,000 | - | - | 1,100,000 | |||||||||||||||||||||||||
| Total current liabilities | 1,668,229 | 1,382,400 | 3,050,629 | 26,465,430 | (96,545 | ) | 29,419,514 | |||||||||||||||||||||||||
| Loan from related parties | - | - | - | 1,063,906 | - | 1,063,906 | ||||||||||||||||||||||||||
| Loan from third parties | - | - | - | 105,252 | - | 105,252 | ||||||||||||||||||||||||||
| Deferred underwriters’ discount | 1,150,000 | - | 1,150,000 | - | (1,150,000 | ) | (F) | - | ||||||||||||||||||||||||
| Total Liabilities | 2,818,229 | 1,382,400 | 4,200,629 | 27,634,588 | (1,246,545 | ) | 30,588,672 | |||||||||||||||||||||||||
| Commitments and Contingencies | ||||||||||||||||||||||||||||||||
| Ordinary shares subject to possible redemption | 32,819,527 | 348,789 | (A) | 1,290,691 | - | (1,290,691 | ) | (L) | - | |||||||||||||||||||||||
| 400,000 | (B) | |||||||||||||||||||||||||||||||
| (32,277,625 | ) | (C) | ||||||||||||||||||||||||||||||
| Stockholders’ Equity (Deficit): | ||||||||||||||||||||||||||||||||
| Preferred stock | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Ordinary shares | 202 | - | 202 | 1 | (202 | ) | (G) | - | ||||||||||||||||||||||||
| (1 | ) | (J) | ||||||||||||||||||||||||||||||
| Class A Ordinary Shares | - | - | - | - | 3 | (G) | 530 | |||||||||||||||||||||||||
| 527 | (J) | |||||||||||||||||||||||||||||||
| - | (L) | |||||||||||||||||||||||||||||||
| - | (H) | |||||||||||||||||||||||||||||||
| Class B Ordinary Shares | - | - | - | - | 195 | (J) | 195 | |||||||||||||||||||||||||
| Additional paid-in capital | - | - | - | 134,386,835 | 155,000 | (F) | 255,289,077 | |||||||||||||||||||||||||
| (3,197,967 | ) | (G) | ||||||||||||||||||||||||||||||
| 325,000 | (H) | |||||||||||||||||||||||||||||||
| (876,408 | ) | (H) | ||||||||||||||||||||||||||||||
| (1,609,714 | ) | (I) | ||||||||||||||||||||||||||||||
| (721 | ) | (J) | ||||||||||||||||||||||||||||||
| 124,816,361 | (K) | |||||||||||||||||||||||||||||||
| 1,290,691 | (L) | |||||||||||||||||||||||||||||||
| Other reserve | - | - | - | 64,020 | - | 64,020 | ||||||||||||||||||||||||||
| Accumulated deficit | (2,798,166 | ) | (400,000 | ) | (B) | (3,198,166 | ) | (49,289,856 | ) | 75,000 | (F) | (174,106,217 | ) | |||||||||||||||||||
| (75,000 | ) | (F) | ||||||||||||||||||||||||||||||
| 3,198,166 | (G) | |||||||||||||||||||||||||||||||
| 876,408 | (H) | |||||||||||||||||||||||||||||||
| (876,408 | ) | (H) | ||||||||||||||||||||||||||||||
| (124,816,361 | ) | (K) | ||||||||||||||||||||||||||||||
| Total Stockholders’ Equity (Deficit) | (2,797,964 | ) | (400,000 | ) | (3,197,964 | ) | 85,161,000 | (715,431 | ) | 81,247,605 | ||||||||||||||||||||||
| Total Liabilities, Temporary Equity, and Stockholders’ Equity (Deficit) | $ | 32,839,792 | $ | (30,546,436 | ) | $ | 2,293,356 | $ | 112,795,588 | $ | (3,252,667 | ) | $ | 111,836,277 | ||||||||||||||||||
| (1) | Derived from balance sheet of Bukit Jalil Global Acquisition 1 Ltd (“BUJA”) as of December 31, 2024. See BUJA’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus. |
| (2) | Derived from consolidated balance sheet of Global IBO Group Limited (“GIBO”) as of December 31, 2024. See GIBO’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus. |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
| Actual | ||||||||||||||||||||
| Redemptions | ||||||||||||||||||||
| (1) | (2) | Transaction | ||||||||||||||||||
| BUJA | GIBO | Accounting | Pro Forma | |||||||||||||||||
| (Historical) | (Historical) | Adjustments | Note | Combined | ||||||||||||||||
| Revenues | $ | - | $ | 30,000,000 | $ | - | $ | 30,000,000 | ||||||||||||
| Cost of goods sold | - | 4,368,333 | - | 4,368,333 | ||||||||||||||||
| Gross profit | - | 25,631,667 | - | 25,631,667 | ||||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| General and administrative expenses | 1,187,423 | 1,253,323 | 876,408 | (CC) | 3,317,154 | |||||||||||||||
| Depreciation and amortization | - | 209,431 | - | 209,431 | ||||||||||||||||
| Research and development expenses | - | 49,032,968 | - | 49,032,968 | ||||||||||||||||
| Share-based compensation expense | - | - | 124,816,361 | (DD) | 124,816,361 | |||||||||||||||
| Total operating expenses | 1,187,423 | 50,495,722 | 125,692,769 | 177,375,914 | ||||||||||||||||
| Income (loss) from Operations | (1,187,423 | ) | (24,864,055 | ) | (125,692,769 | ) | (151,744,247 | ) | ||||||||||||
| Other income (loss) | ||||||||||||||||||||
| Interest income | - | 371 | 371 | |||||||||||||||||
| Dividend income on investments held in Trust | 2,388,838 | - | (2,388,838 | ) | (AA) | - | ||||||||||||||
| Foreign exchange translation gain | - | 11,351 | - | 11,351 | ||||||||||||||||
| Total other income (loss) | 2,388,838 | 11,722 | (2,388,838 | ) | 11,722 | |||||||||||||||
| Net income | $ | 1,201,415 | $ | (24,852,333 | ) | $ | (128,081,607 | ) | $ | (151,732,525 | ) | |||||||||
| Basic and diluted weighted ordinary average shares outstanding, subject to possible redemption | 4,405,440 | (4,405,440 | ) | (BB) | - | |||||||||||||||
| Basic and diluted net income per ordinary shares subject to possible redemption | $ | 0.79 | $ | - | ||||||||||||||||
| Basic and diluted weighted average ordinary shares outstanding | 2,011,807 | 723,356,179 | (BB) | 725,367,986 | ||||||||||||||||
| Basic and diluted net loss per ordinary share attributable to non-redeemable ordinary shares | $ | (1.13 | ) | $ | (0.21 | ) | ||||||||||||||
| Basic and diluted weighted average ordinary shares outstanding | 1 | |||||||||||||||||||
| Basic and diluted net loss per ordinary share | $ | (24,852,333 | ) | |||||||||||||||||
| (1) | Derived from audited statement of operations of BUJA for the year ended December 31, 2024. See BUJA’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus. |
| (2) | Derived from audited consolidated statements of operations of GIBO for the year ended December 31, 2024. See GIBO’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus. |
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION
Note 1 - Basic of Presentation
On May 8, 2025, the Company consummated the previously announced business combination by and among the Company, BUJA, Merger Sub I, Merger Sub II, and GIBO. As a result of the Business Combination, (i) Merger Sub I has merged with and into GIBO, with GIBO as the surviving entity and a wholly-owned subsidiary of the Company, and (ii) following the First Merger, Merger Sub II has merged with and into BUJA, with BUJA as the surviving entity and a wholly-owned subsidiary of the Company.
The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, BUJA was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of GIBO issuing shares for the net assets of BUJA, accompanied by a recapitalization. The net assets of BUJA were stated at historical cost, with no goodwill or other intangible assets recorded.
The unaudited pro forma condensed combined balance sheet as of December 31, 2024 gives pro forma effect to the Business Combination as if it had been consummated on December 31, 2024. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 gives pro forma effect to the Business Combination as if it had been consummated on January 1, 2024, the beginning of the period presented in the unaudited pro forma condensed combined statements of operations.
The unaudited pro forma condensed combined balance sheet as of December 31, 2024 has been prepared using, and should be read in conjunction with, the following:
| ● | BUJA’s balance sheet as of December 31, 2024 and the related notes included elsewhere in this Form 20-F, and |
| ● | GIBO’s consolidated balance sheet as of December 31, 2024 and the related notes included elsewhere in this this Form 20-F. |
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 has been prepared using, and should be read in conjunction with, the following:
| ● | BUJA’s statement of operations for the year ended December 31, 2024 and the related notes included elsewhere in this Form 20-F, and | |
| ● | GIBO’s consolidated statements of operations for the year ended December 31, 2024 and the related notes included elsewhere in this Form 20-F. |
Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates and assumptions, the final amounts recorded may differ materially from the information presented.
The unaudited pro forma adjustments reflecting the consummation of the Business Combination are based on information available as of the date of this prospectus and certain assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, the actual adjustments may materially differ from the pro forma adjustments. Management considers this basis of presentation to be reasonable under the circumstances.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of BUJA and GIBO.
The unaudited pro forma combined financial information included in this Form 20-F has been prepared using actual redemption of BUJA’s ordinary shares.
The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination.
Note 2 – Accounting Policies
Upon consummation of the Business Combination, management performed a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the post-combination company. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.
Note 3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). GIBO has elected not to present Management’s Adjustments and only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
The pro forma adjustment to the unaudited combined pro forma balance sheet consists of the following:
| (a) | Derived from the balance sheet of BUJA as of December 31, 2024. See BUJA’s financial statements and the related notes appearing elsewhere in this Form 20-F. |
| (b) | Derived from the consolidated balance sheet of GIBO as of December 31, 2024. See GIBO’s financial statements and the related notes appearing elsewhere in this Form 20-F. |
| (A) | Reflected dividend earned from Trust Account from January 1, 2025 to May 8, 2025, which increased the value of BUJA Class A ordinary shares. |
| (B) | Reflected non-interest-bearing promissory notes from the sponsor and deposited into the Trust Account to extend the liquidation date from January 1, 2025 to May 8, 2025, which increased the value of BUJA Class A ordinary shares. |
| (C) | Reflected the redemption of 2,816,876 BUJA ordinary shares at $11.46 per share in May 2025. |
| (D) | Reflected additional sponsor loan from January 1, 2025 to May 8, 2025. |
| (E) | Reflected the reclassification of cash held in the Trust Account that became available for general use following the Business Combination. |
| (F) | Reflected the settlement of $995,000 deferred underwriters’ discount and advisory fee payable to AGP, including 1) amended deferred underwriters’ discount of $920,000, reflecting a 20% discount of $1,150,000 deferred underwriters’ discount, pursuant to an amendment to the Underwriting Agreement between BUJA and AGP signed on April 3, 2025, and 2) the transaction fee of $75,000, pursuant to the Advisory Agreement signed on April 22, 2024 between BUJA and AGP, classified as an adjustment to BUJA’s accumulated deficit and subsequently reclassify to the Company additional paid-in capital at the time of the consummation of the Business Combination. |
| (G) | Reflected the elimination of the historical accumulated deficit of BUJA, the accounting acquiree, into GIBO’s additional paid-in capital upon the consummation of the Business Combination; the reclassification of 2,011,807 BUJA ordinary shares into the Company class A ordinary shares; and the issuance of 617,430 class A ordinary shares from the conversion of 6,174,307 BUJA public and private rights upon the consummation of the Business Combination. |
| (H) | Reflected the settlement of approximately $0.9 million of transaction costs, of which approximately $0.6 million is paid by cash and approximately $0.3 million is paid in the form of Class A shares of BUJA at redemption price of $11.39 per share, the closing price as of March 11, 2025, classified as an adjustment to BUJA’s accumulated deficit and subsequently reclassified to the Company additional paid-in capital at the time of the consummation of the Business Combination. |
| (I) | Reflected the settlement of approximately $0.1 million of total GIBO’s transaction costs that included in accrued expenses and other current liabilities related to the Business Combination and the reclassification of approximately $1.6 million deferred offering costs into additional paid-in capital upon the closing of the Business Combination. |
| (J) | Reflected the recapitalization of GIBO through the issuance of 527,634,420 class A ordinary shares and 194,963,156 class B ordinary shares, at exchange ratio of $11.46 per share, the May 2025 redemption per share price, based on a total merger consideration of $8.28 billion, with $0.000001 par value to GIBO’s shareholders. |
| (K) | Reflected the incremental fair value of the Company Class B ordinary shares related to the increased voting rights. The Company Class B ordinary shares, which were granted to the founder group of GIBO shareholders, had the same economic rights as the Company Class A ordinary shares, but different voting rights. The Company Class B ordinary shares carried 20 votes per share whereas the Company Class A ordinary shares carried one vote per share. Therefore, the incremental fair value of the Company Class B ordinary shares resulted in an estimated compensation charge at the time of exchange for approximately $126.4 million, which was a decrease to accumulated deficit and an increase to additional paid-in capital.
| |
| (L) | Reflected the reclassification of 112,639 shares of BUJA ordinary shares subject to possible redemption to Class A ordinary shares at $0.000001 par value upon the consummation of the Business Combination. |
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations
The pro forma adjustments to the unaudited combined pro forma statement of operations consists of the following:
| (a) | Derived from statement of operations of BUJA for the year ended December 31, 2024. See BUJA’s financial statements and the related notes appearing elsewhere in this Form 20-F. |
| (b) | Derived from consolidated statement of operations of GIBO for the year ended December 31, 2024. See GIBO’s financial statements and the related notes appearing elsewhere in this Form 20-F. |
| (AA) | Reflected an adjustment to eliminate dividend earned from marketable securities held in Trust Account as if the Business Combination had been consummated on January 1, 2024, the beginning of the period presented. | |
| (BB) | The calculation of weighted average shares outstanding for basic and diluted net loss per share assumed that the Business Combination as if it had been consummated on January 1, 2024. In addition, as the Business Combination was being reflected as if it had occurred on this date, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumed that the shares had been outstanding for the entire period presented. | |
| (CC) | Reflected the approximately $0.9 million of BUJA’s transaction costs incurred subsequent to December 31, 2024. This is a non-recurring item. | |
| (DD) | Reflected the recognition of the incremental compensation expense related to the incremental fair value of the Company Class B ordinary shares in adjustment (K). This is a non-recurring item. |
Note 4 –Loss per Share
Represents the loss per share calculated using the historical weighted average shares outstanding, and the change in number of shares in connection with the Business Combination, assuming the shares were outstanding since the beginning of the period presented in the unaudited pro forma condensed combined statements of operations. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire period presented.
Basic and diluted loss per share is computed by dividing pro forma net loss by the weighted average number of the shares of the Company ordinary shares outstanding during the periods.
The unaudited pro forma condensed combined has been prepared for the year ended December 31, 2024:
| Pro forma net loss attributable to ordinary shareholders | $ | (151,732,525 | ) | |
| Weighted average shares outstanding – basic and diluted | 725,367,986 | |||
| Pro forma loss per share – basic and diluted | $ | (0.21 | ) | |
| Weighted average shares calculation, basic and diluted | ||||
| Ordinary Shares | ||||
| BUJA Public Shares(1) | 687,639 | |||
| BUJA Initial Shares(2) | 1,904,237 | |||
| Representative Shares | 150,000 | |||
| AGP Shares | 28,534 | |||
| GIBO’s shareholders’ shares issued in the Business Combination | 722,597,576 | |||
| Total weighted average shares outstanding | 725,367,986 |
| (1) | Including 112,639 Public Shares and 575,000 shares which were converted from 5,750,000 of one right to receive one-tenth of one BUJA ordinary share upon consummation of the Business Combination from the public BUJA Unit. |
| (2) | Including 1,437,500 Founder Shares, 424,307 ordinary shares included in the Private Units (“Private Shares”), and 42,430 shares which were converted from 424,307 rights, each to receive one-tenth of one BUJA ordinary share upon consummation of the Business Combination from the private BUJA Units. |
Exhibit 15.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form 20-F of our report dated May 14, 2025, relating to the combined financial statements of GIBO Holdings Limited and its subsidiaries as of December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Enrome LLP
Singapore
May 14, 2025
Enrome LLP |
143 Cecil Street #19-03/04 |
admin@enrome-group.com |
GB Building Singapore 069542 |
www.enrome-group.com |
Exhibit 15.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the inclusion in the Form 20-F of GIBO HOLDINGS LIMITED with respect to our report dated April 15, 2025, with respect to our audits of Bukit Jalil Global Acquisition 1 Ltd. (the “Company”)’s balance sheets as of December 31, 2024 and 2023, and related statements of operations, changes in shareholders’ (deficit) equity, and cash flows for each of the years in the two-year period ended December 31, 2024. Our report contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.
We also consent to the reference to our Firm under the caption “Experts” in such Prospectus.
/s/ UHY LLP
New York, New York
May 14, 2025