SEC Form 20-F filed by GIBO Holdings Limited

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)

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:

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.

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. ☐

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:

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

EXPLANATORY NOTE

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;

“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;

“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.

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:

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.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

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.

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.

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.

ITEM 3. KEY INFORMATION

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.

Not applicable.

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

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.

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.

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.

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:

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.

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.

Our GIBO.ai platform provides benefits to users through:

Key Features and Functions on GIBO.ai platform primarily include the following:

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.

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

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:

With the AI technology, GIBO Create inspires creativity and generates creative works. The content generation process is illustrated in the below.

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.

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.

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.

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.

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:

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.

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:

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.

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.

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.

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.

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.

The following diagram depicts an organizational structure of the Company as of the date of this Report.

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.

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.

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.

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.

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:

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 cash used in operating activities amounted to $11,422,031 for the year ended December 31, 2023, and primarily consisted of the following:

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:

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:

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

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.

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.

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.

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.

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.

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:

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:

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:

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.

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.

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.

Information regarding the ownership of our ordinary shares by our directors and executive officers is set forth in Item 7.A of this Report.

Not applicable.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

The following table sets forth information regarding the beneficial ownership of our Ordinary Shares by:

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.

Notes:

a. Nature of relationships with related parties

b. Services received from related parties

Services received from related parties consist of the following:

c. Amounts due to related parties

Amounts due to related parties consist of the following:

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.

d. Loan from related parties

Loans from related parties consist of the following:

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.

Not applicable.

ITEM 8. 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.

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.

ITEM 9. THE OFFER AND LISTING

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.

Not applicable.

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.

Not applicable.

Not applicable.

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

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.

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.

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.”

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.

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.

Not applicable.

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.

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.

Not applicable.

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

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.

PART II

Not applicable.

PART III

ITEM 17. FINANCIAL STATEMENTS

See Item 18.

ITEM 18. FINANCIAL STATEMENTS

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.

ITEM 19. EXHIBIT

(*) Filed herewith.

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.

BUKIT JALIL GLOBAL ACQUISITION 1 LTD.

INDEX TO FINANCIAL STATEMENTS

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

BUKIT JALIL GLOBAL ACQUISITION 1 LTD

BALANCE SHEETS

The accompanying notes are an integral part of these audited financial statements

BUKIT JALIL GLOBAL ACQUISITION 1 LTD

STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these audited financial statements

BUKIT JALIL GLOBAL ACQUISITION 1 LTD

STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

The accompanying notes are an integral part of these audited financial statements

BUKIT JALIL GLOBAL ACQUISITION 1 LTD

STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these audited financial statements

Bukit Jalil Global Acquisition 1 Ltd.

Notes To Financial Statements

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.