GIBO HOLDINGS Ltd 6-K, filed Dec 31, 2025
GIBO HOLDINGS Ltd (GIBO)
About this 6-K
GIBO HOLDINGS Ltd filed this 6-K on December 31, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
Commission File Number: 001-42601
GIBO HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
Unit 2912, Metroplaza, Tower 2
223 Hing Fong Road, Kwai Chung, N.T.
Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F ☒ | Form 40-F ☐ |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 31, 2025
| GIBO Holdings Limited | ||
| By: | /s/ Jing Tuang “Zelt” Kueh | |
| Name: | Jing Tuang “Zelt” Kueh | |
| Title: | Chief Executive Officer | |
EXHIBIT INDEX
Exhibit 99.1
GIBO HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in U.S. Dollars, except for number of shares)
| As of | ||||||||
June 30, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 254,907 | $ | 86,750 | ||||
| Deposit | 25,992 | 25,992 | ||||||
| Prepaid expenses and other current assets | 56,755 | 60,135 | ||||||
| Deferred offering costs | - | 1,609,714 | ||||||
| Total current assets | 337,654 | 1,782,591 | ||||||
| Non-current assets | ||||||||
| Property and equipment, net | 104,886,383 | 110,641,098 | ||||||
| Intangible assets, net | 233,337 | 333,336 | ||||||
| Right-of-use asset | - | 38,563 | ||||||
| Total non-current assets | 105,119,720 | 111,012,997 | ||||||
| Total assets | 105,457,374 | 112,795,588 | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Due to related parties | - | 24,136,661 | ||||||
| Accrued expenses and other current liabilities | 488,900 | 2,290,206 | ||||||
| Operating lease liability, current | - | 38,563 | ||||||
| Total current liabilities | 488,900 | 26,465,430 | ||||||
| Non-current liabilities | ||||||||
| Other payables | 49,769,320 | - | ||||||
| Due to related parties | 26,093,146 | - | ||||||
| Loan from related parties | 3,822,187 | 1,063,906 | ||||||
| Loan from third parties | 280,408 | 105,252 | ||||||
| Total non-current liabilities | 79,965,061 | 1,169,158 | ||||||
| Total liabilities | 80,453,961 | 27,634,588 | ||||||
| Shareholders’ equity | ||||||||
| Ordinary Shares, $1 par value, 50,000 shares authorized, 1 shares issued and outstanding as of December 31, 2024* | - | 1 | ||||||
| Ordinary shares, $0.0002 par value, 250,000,000 shares authorized, 3,626,840 share issued and outstanding as of June 30, 2025, including*: | ||||||||
| Class A Ordinary shares, $0.0002 par value, 225,000,000 shares authorized, 2,652,024 shares issued and outstanding | 530 | - | ||||||
Class B Ordinary shares, $0.0002 par value, 25,000,000 shares authorized, 974,816 shares issued and outstanding | 195 | - | ||||||
| Additional paid-in capital | 132,900,424 | 134,386,835 | ||||||
| Other reserve | 64,020 | 64,020 | ||||||
| Accumulated deficit | (107,961,756 | ) | (49,289,856 | ) | ||||
| Total shareholders’ equity | 25,003,413 | 85,161,000 | ||||||
| Total liabilities and shareholders’ equity | $ | 105,457,374 | $ | 112,795,588 | ||||
| * | Retrospectively restated for the 200-for-1 share consolidation on August 6, 2025. |
GIBO HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in U.S. Dollars, except for number of shares)
| For the six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Operating costs | ||||||||
| General and administrative expenses | $ | 2,837,095 | $ | 382,162 | ||||
| Depreciation and amortization | 5,854,715 | 631,382 | ||||||
| Research and development expenses | 48,000,000 | 47,032,968 | ||||||
| Total operating costs | 56,691,810 | 48,046,512 | ||||||
| Loss from operations | (56,691,810 | ) | (48,046,512 | ) | ||||
| Other income | ||||||||
| Interest income | - | 343 | ||||||
| Foreign exchange translation gain | - | 84 | ||||||
| Total other income | - | 427 | ||||||
| Loss before income tax expense | (56,691,810 | ) | (48,046,085 | ) | ||||
| Income tax expense | - | - | ||||||
| Net loss | $ | (56,691,810 | ) | $ | (48,046,085 | ) | ||
| Loss per share | ||||||||
| Basic and diluted | $ | (31 | ) | $ | (48,046,085 | ) | ||
| Weighted average number of ordinary shares outstanding* | ||||||||
| Basic and diluted | 1,813,421 | 1 | ||||||
| * | Retrospectively restated for the 200-for-1 share consolidation on August 6, 2025. |
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF 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 six months ended June 30, | Variances | |||||||||||||||
| 2025 | 2024 | Amount | % | |||||||||||||
| Operating costs | ||||||||||||||||
| General and administrative expenses | $ | 2,837,095 | $ | 382,162 | 2,454,933 | 642.38 | % | |||||||||
| Depreciation and amortization | 5,854,715 | 631,382 | 5,223,333 | 827.3 | % | |||||||||||
| Research and development expenses | 48,000,000 | 47,032,968 | 967,032 | 2.1 | % | |||||||||||
| Total operating costs | 56,691,810 | 48,046,512 | 8,645,298 | 17.99 | % | |||||||||||
| Loss from operations | (56,691,810 | ) | (48,046,512 | ) | (8,645,298 | ) | 17.99 | % | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest income | - | 343 | (343 | ) | 100.0 | % | ||||||||||
| Foreign exchange translation gain | - | 84 | (84 | ) | 100.0 | % | ||||||||||
| Total other income | - | 427 | (427 | ) | 100.0 | % | ||||||||||
| Net loss before income taxes | (56,691,810 | ) | (48,046,085 | ) | (8,645,725 | ) | 17.99 | % | ||||||||
| Income tax expense | - | - | - | - | ||||||||||||
| Net loss | $ | (56,691,810 | ) | $ | (48,046,085 | ) | $ | (8,645,725 | ) | 17.99 | % | |||||
Operating Costs
Our operating costs primarily include research and development expenses, professional fees, depreciation and amortization.
Our mainly activities in the six months ended June 30,2025 and 2024 were research and development of AI animation technology and content, development of users. We incur expenses associated with conducting AI animation research and development, general organization administrative expenses.
Comparison of the Six Months Ended June 30, 2025 and 2024
Total operating costs increased by approximately $8,645,298, or 18.0%, from $48,046,512 in the six months ended June 30, 2024 to $56,691,810 in the six months ended June 30, 2025.
The increase in our operating costs was primarily due to (i) an increase in research and development expenses by $967,032, from $47,032,968 in the six months ended June 30, 2024 to $48,000,000 in the six months ended June 30, 2025 because we outsourced more AI animation development services in the six months ended June 30, 2025 than we did in the six months ended June 30, 2024 which led to higher research and development expenses in the six months ended June 30, 2025; (ii) an increase in depreciation and amortization expenses by $5,223,333 or 827.3%, from $631,382 in the six months ended June 30, 2024 to $5,854,715 in the six months ended June 30, 2025, primarily because we purchased computer hardware and applications used in conducting our AI animation business, which led to increased amortization expenses during the six months ended June 30, 2025; and (iii) an increase in general and administrative expenses by $2,454,933 or 642.4%, from $382,162 in the six months ended June 30, 2024 to $2,837,095 in the six months ended June 30, 2025 because of increased professional and consulting service fees.
As a result of the above, we reported a net loss of $56,691,810 in the six months ended June 30, 2025, as compared to a net loss of $48,046,085 in the six months ended June 30, 2024.
Liquidity and Capital Resources
As of June 30, 2025, we had cash balance of approximately $0.3 million and net current liabilities of approximately $0.2 million, and accumulated deficit of $107,961,756, and incurred a net loss of $56,691,810 in the six months ended June 30, 2025. In the future, we will obtained working capital financing primarily through shareholder investment and borrowing from related parties. We believes that our current liquidity, together with cash flows from shareholder investment and borrowing from related parties, will be sufficient to fund operating requirements for the next 12 months.
Trend Information
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 June 30, 2025, December 31, 2024.
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.
Subsequent Events
On August 6, 2025, the company received shareholder approval for a 200-for-1 share consolidation of all of its authorized, issued and unissued ordinary shares and the authorized share capital of the Company is $50,000 divided into 250,000,000 shares of par value of US$0.0002 each, comprising of (i) 225,000,000 class A ordinary shares, par value US$0.0002 each and (ii) 25,000,000 class B ordinary shares, par value US$0.0002 each, and the adoption of a new amended and restated memorandum and articles of association. Beginning with the opening of trading on August 20, 2025, the Company’s Class A ordinary shares will be available for trading on the Nasdaq Global Market under the existing ticker symbol “GIBO” on a Share Consolidation-adjusted basis with a new CUSIP number G38617125.