[6-K] GIBO Holdings Limited Current Report (Foreign Issuer)

On 6 Aug 2025 GIBO Holdings Ltd (NASDAQ: GIBO) held an extraordinary general meeting at which shareholders owning ~80.3 % of the 3.56 bn voting rights were present.

Rhea-AI Filing Summary

On 6 Aug 2025 GIBO Holdings Ltd (NASDAQ: GIBO) held an extraordinary general meeting at which shareholders owning ~80.3 % of the 3.56 bn voting rights were present. Two resolutions passed with >99.9 % support:

• 1-for-200 share consolidation covering both Class A and Class B shares, cutting authorized shares from 50 bn to 250 m and lifting par value to US$0.0002.
• Adoption of a Second Amended & Restated Memorandum & Articles reflecting the consolidation.

The reverse split targets compliance with Nasdaq’s US$1.00 bid-price rule after the stock closed at ≤US$0.10 for 10 consecutive sessions. Nasdaq has issued a delisting notice; trading will be suspended on 13 Aug 2025 unless GIBO requests a hearing by 11 Aug 2025, which management intends to do.

The consolidation will leave each investor’s proportional ownership unchanged aside from rounding of fractional shares and is expected to be implemented and announced shortly.

Positive

• Shareholders overwhelmingly approved a 1-for-200 reverse split, enabling a route to regain Nasdaq compliance.
• High participation (80.3 % voting power) indicates strong investor engagement and support for management’s plan.

Negative

• Nasdaq has issued a delisting notice after the stock traded at or below US$0.10 for 10 straight sessions.
• Trading could be suspended on 13 Aug 2025 if the company’s planned hearing fails, maintaining listing risk.

Insights

Equity Capital Markets Analyst

TL;DR: Reverse split approved; compliance path open but success depends on post-split price and Nasdaq hearing.

Shareholder backing of the 1-for-200 consolidation removes an immediate corporate-action hurdle and signals alignment with management’s plan to protect the listing. Cutting the float to 250 m shares should mathematically lift the price above US$1, improving visibility to U.S. investors and potential liquidity providers. However, trading dynamics after reverse splits can be volatile; sustained price support will require improved fundamentals or investor confidence. With no financials disclosed here, valuation upside is uncertain, so I assign a neutral impact.

Regulatory Risk Analyst

TL;DR: Delisting threat remains; hearing outcome and post-split trading create material downside risk.

Nasdaq’s notice under Rule 5810(c)(3)(A)(iii) is severe: a sub-US$0.10 bid triggers automatic suspension unless the company convinces the Panel. Even if the reverse split succeeds mechanically, the Panel will scrutinize liquidity, market cap and business prospects. Many issuers suffer price erosion after large reverse splits; a fall back below US$1 would reinstate deficiency. Until the hearing is concluded and post-split trading stabilises, the risk-reward skews negative.

FAQ

What did GIBO shareholders approve at the August 2025 EGM?

They passed a 1-for-200 share consolidation and adopted updated Memorandum & Articles reflecting the change.

Why is GIBO executing a 1-for-200 reverse split?

The action aims to raise the share price above Nasdaq’s minimum bid requirement and prevent delisting.

What is the Nasdaq delisting timeline for GIBO (GIBO)?

Unless a hearing is requested by 11 Aug 2025, trading will be suspended on 13 Aug 2025 under Rule 5810(c)(3)(A)(iii).

Will the reverse split change my percentage ownership in GIBO?

No. Each holder’s ownership percentage remains the same, except for rounding of fractional shares.

What is GIBO’s new authorized share capital after consolidation?

US$50,000 divided into 250 m ordinary shares (225 m Class A, 25 m Class B) at US$0.0002 par value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/07/2025 - 09:15 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-42601

GIBO HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Unit 2912, Metroplaza, Tower 2

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

Hong Kong

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Extraordinary General Meeting

On August 6, 2025, at 9:00 a.m. Eastern Time (9:00 p.m. Hong Kong Time on August 6, 2025), GIBO HOLDINGS LIMITED (the “Company”) held its extraordinary general meeting (the “EGM”) via a live webcast. Holders of 84,398,904 Class A ordinary shares and 173,566,065 Class B ordinary shares of the Company, representing 3,555,720,204 votes or approximately 80.3% of the total voting power of the shares entitled to vote as of the record date of July 7, 2025, were present virtually or by proxy at the EGM, and therefore constituting a quorum of one or more shareholders holding ordinary shares which carry in aggregate (or representing by proxy) not less than one-thirds (1/3) of all votes attaching to all ordinary shares in issue and entitled to vote at the EGM as of the record date of July 7, 2025.

All matters voted on at the EGM were approved. The final voting results for each matter submitted to a vote of shareholders at the EGM are as follows:

		For				Against				Abstain
Proposal One: To consider and approve an ordinary resolution to (a) implement a share consolidation of (i) Class A ordinary shares, par value US$0.000001 each (the “Class A Ordinary Shares”), whereby every 200 authorized issued and unissued Class A Ordinary Shares in the authorized share capital of the Company be consolidated into one Class A ordinary share, par value US$0.0002 each (the “Consolidated Class A Ordinary Shares”), and (ii) Class B ordinary shares, par value US$0.000001 each (the “Class B Ordinary Shares”), whereby every 200 authorized issued and unissued Class B Ordinary Shares in the authorized share capital of the Company be consolidated into one Class B ordinary share, par value US$0.0002 each (the “Consolidated Class B Ordinary Shares”), such that the authorized share capital of the Company shall be changed from US$50,000 divided into 50,000,000,000 ordinary shares, par value US$0.000001 each, to US$50,000 divided into 250,000,000 ordinary shares, par value US$0.0002 each, comprising of 225,000,000 Consolidated Class A Ordinary Shares and 25,000,000 Consolidated Class B Ordinary Shares (the “Share Consolidation”), and (b) authorize the board of directors of the Company (the “Board”) to settle as the Board considers expedient any difficulty which arises in relation to the Share Consolidation so that no fractional shares be issued in connection with the Share Consolidation and all fractional shares resulting from the Share Consolidation will be rounded up to the whole number of shares.			3,554,791,832				905,288				23,084
Proposal Two: Subject to the Share Consolidation, to consider and approve a special resolution to amend and restate the existing Amended and Restated Memorandum and Articles of Association of the Company by the deletion in their entirety and the substitution in their place of the Second Amended and Restated Memorandum and Articles of Association of the Company, the form of which was annexed as Annex A to the Notice of Extraordinary General Meeting/Proxy Statement previously furnished with the Securities and Exchange Commission on a Form 6-K dated July 15, 2025, which incorporate amendments including but not limited to the Share Consolidation and set out the rights and privileges of the Consolidated Class A Ordinary Shares and Consolidated Class B Ordinary Shares.			3,554,796,038				836,265				87,901

As previously disclosed, on August 4, 2025, the Company received a letter from The Nasdaq Stock Market LLC (the “Nasdaq”), which stated that, because the Company’s securities had a closing bid price of $0.10 or less for ten consecutive trading days as of the letter date, unless the Company timely requested a hearing before a Hearings Panel (the “Panel”) by August 11, 2025 to appeal Nasdaq’s delisting determination, trading of the Company’s securities will be suspended at the opening of business on August 13, 2025, and a Form 25-NSE will be filed with the Securities and Exchange Commission to remove the Company’s securities from listing and registration on Nasdaq, according to Listing Rule 5810(c)(3)(A)(iii). The Company will submit a hearing request by that date.

The objective of the Share Consolidation is to enable the Company to regain compliance with the minimum bid price requirements and maintain its listing on the Nasdaq. The Company will implement and announce the effectiveness of the Share Consolidation afterwards. Immediately after the Share Consolidation, each shareholder’s percentage ownership interest in the Company will remain unchanged, except for minor changes and adjustments that will result from the treatment of fractional shares. The rights and privileges of the holders of ordinary shares will be substantially unaffected by the Share Consolidation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 7, 2025

	GIBO Holdings Limited
	By:	/s/ Jing Tuang “Zelt” Kueh
	Name:	Jing Tuang “Zelt” Kueh
	Title:	Chief Executive Officer