GIBO 20-F 2024 - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM20-F

(MarkOne)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

SpecialFinancial Report Pursuant to Rule 15d-2 of the Securities Exchange Act of 1934, as amended, reporting Financial Statements for the fiscal yearended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Dateof event requiring this shell company report:

CommissionFile Number: 001-42601

GIBOHOLDINGS LIMITED

(Exactname of Registrant as specified in its charter)

Not applicable	Cayman Islands
(Translation of Registrant’s name into English)	(Jurisdiction of incorporation or organization)

JingTuang “Zelt” Kueh

Unit2912, Metroplaza, Tower 2

223Hing Fong Road, Kwai Chung, N.T.

HongKong

Telephone:(852) 2661 3366

(Name,Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securitiesregistered 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

Securitiesregistered or to be registered pursuant to Section 12(g) of the Act:

None

(Titleof Class)

Securitiesfor which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Titleof 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 December 31, 2024, there was one ordinary share 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<br> accelerated filer	☐	Accelerated<br> filer	☐	Non-accelerated<br> filer	☒
				Emerging<br> 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<br> term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards<br> 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.<br> GAAP ☒	International<br> 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 ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court: Yes ☐ No ☐

EXPLANATORYNOTE

On March 12, 2025, the Securities and Exchange Commission (the “SEC”) declared effective the Registration Statement on Form F-4 (Commission File No. 333-285183) of GIBO HOLDINGS LIMITED, a Cayman Islands exempted company limited by shares (the “Company”) as registrant and Global IBO Group Ltd., a Cayman Islands exempted company limited by shares as co-registrant.

Rule 15d-2 under the Securities Exchange Act of 1934, as amended (“Rule 15d-2”), provides generally that if a company’s registration statement under the Securities Act of 1933, as amended, does not contain certified financial statements for the company’s last full fiscal year preceding the year in which the registration statement becomes effective, then the company must, within the later of 90 days after the effective date of the registration statement or four months following the end of the registrant’s latest full fiscal year, file a special financial report furnishing certified financial statements for the last full fiscal year, meeting the requirements of the form appropriate for annual reports of that company. Rule 15d-2 further provides that the special financial report is to be filed under cover of the facing sheet of the form appropriate for annual reports of the company.

As required by Rule 15d-2, GIBO HOLDINGS LIMITED is hereby filing with the SEC the audited consolidated financial statements of the Company as of December 31, 2024 and 2023 and for the years then ended, which is incorporated by inference to pages F-23 to F-39 in the shell company report on Form 20-F (File No. 001-42601) filed with the SEC on May 14, 2025, under cover of the facing page of an annual report on Form 20-F.

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EXHIBITindex

Exhibit Number	Description
12.1*	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2*	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1*	Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13.2*	Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
15.1*	Consent of Enrome LLP.
101.INS*	Inline<br> XBRL Instance Document—this instance document does not appear on the Interactive Data File because its XBRL tags are not embedded<br> within the Inline XBRL document.
101.SCH*	Inline<br> XBRL Taxonomy Extension Scheme Document.
101.CAL*	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline<br> XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).

(*) Filed herewith.

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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:<br> May 15, 2025	By:	/s/ Jing Tuang “Zelt” Kueh
	Name:	Jing<br> Tuang “Zelt” Kueh
	Title:	Chief<br> Executive Officer

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Exhibit12.1

Certificationby Principal Executive OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jing Tuang “Zelt” Kueh, certify that:

1. I have reviewed this annual report on Form 20-F of GIBO HOLDINGS LIMITED;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the company and have:

(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures<br> to be designed under our supervision, to ensure that material information relating to the<br> company, including its consolidated subsidiaries, is made known to us by others within those<br> entities, particularly during the period in which this report is being prepared;
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial<br> reporting to be designed under our supervision, to provide reasonable assurance regarding<br> the reliability of financial reporting and the preparation of financial statements for external<br> purposes in accordance with generally accepted accounting principles;
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(c)	Evaluated<br> the effectiveness of the company’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br> as of the end of the period covered by this report based on such evaluation; and
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(d)	Disclosed<br> in this report any change in the company’s internal control over financial reporting<br> that occurred during the period covered by the annual report that has materially affected,<br> or is reasonably likely to materially affect, the company’s internal control over financial<br> reporting; and
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5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control<br> over financial reporting which are reasonably likely to adversely affect the company’s<br> ability to record, process, summarize and report financial information; and
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant<br> role in the company’s internal control over financial reporting.
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	GIBO HOLDINGS LIMITED
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Date: May 15, 2025
	By:	/s/ Jing Tuang “Zelt” Kueh
	Name:	Jing Tuang<br> “Zelt” Kueh
	Title:	Chief Executive Officer

Exhibit12.2

Certificationby Principal Financial OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Kwan Chen “Katrina” Hung, certify that:

1. I have reviewed this annual report on Form 20-F of GIBO HOLDINGS LIMITED;

(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures<br> to be designed under our supervision, to ensure that material information relating to the<br> company, including its consolidated subsidiaries, is made known to us by others within those<br> entities, particularly during the period in which this report is being prepared;
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial<br> reporting to be designed under our supervision, to provide reasonable assurance regarding<br> the reliability of financial reporting and the preparation of financial statements for external<br> purposes in accordance with generally accepted accounting principles;
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(c)	Evaluated<br> the effectiveness of the company’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br> as of the end of the period covered by this report based on such evaluation; and
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(d)	Disclosed<br> in this report any change in the company’s internal control over financial reporting<br> that occurred during the period covered by the annual report that has materially affected,<br> or is reasonably likely to materially affect, the company’s internal control over financial<br> reporting; and
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(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control<br> over financial reporting which are reasonably likely to adversely affect the company’s<br> ability to record, process, summarize and report financial information; and
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant<br> role in the company’s internal control over financial reporting.
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	GIBO HOLDINGS LIMITED
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Date: May 15, 2025
	By:	/s/ Kwan Chen “Katrina” Hung
	Name:	Kwan Chen<br> “Katrina” Hung
	Title:	Chief<br> Financial Officer

Exhibit13.1

Certificationby Principal Executive OfficerPursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of GIBO HOLDINGS LIMITED (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jing Tuang “Zelt” Kueh, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange<br> Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial<br> condition and results of operations of the Company.
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	GIBO HOLDINGS LIMITED
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Date: May 15, 2025
	By:	/s/ Jing Tuang “Zelt” Kueh
	Name:	Jing Tuang<br> “Zelt” Kueh
	Title:	Chief<br> Executive Officer

Exhibit13.2

Certificationby Principal Financial OfficerPursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of GIBO HOLDINGS LIMITED (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kwan Chen “Katrina” Hung, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange<br> Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial<br> condition and results of operations of the Company.
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	GIBO HOLDINGS LIMITED
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Date: May 15, 2025
	By:	/s/ Kwan Chen “Katrina” Hung
	Name:	Kwan Chen<br> “Katrina” Hung
	Title:	Chief<br> Financial Officer

Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this annual report 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, appearing in the shell company report on Form 20-F of GIBO Holdings Limited.

/s/ Enrome LLP

Singapore

May 15, 2025

Enrome LLP	143 Cecil Street #19-03/04	[email protected]
	GB Building Singapore 069542	www.enrome-group.com