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.
Effectiveness
of Share Consolidation and Warrant Adjustment
As
previously reported by GIBO HOLDINGS LIMITED (the “Company”), at an extraordinary general meeting of the Company held on
August 6, 2025, the Company’s shareholders approved to (i) implement a two hundred (200)-for-one (1) share consolidation of all
of its authorized, issued and unissued ordinary shares (the “Share Consolidation”). Following the Share Consolidation, the
authorized share capital of the Company is $50,000 divided into 250,000,000 shares of par value of US$0.0002 each, comprising of (i)
225,000,000 class A ordinary shares, par value US$0.0002 each (the “Class A ordinary shares”) and (ii) 25,000,000 class B
ordinary shares, par value US$0.0002 each, (ii) 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, and (iii) 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, which incorporate amendments including but not limited to the Share Consolidation and set out the rights and privileges
of the Class A ordinary shares and Class B ordinary shares.
As
a result of the Share Consolidation, every two hundred (200) Class A ordinary shares issued and outstanding or authorized but not issued
prior to the Effective Time will be consolidated into one (1) Class A ordinary share, and every two hundred (200) Class B ordinary shares
issued and outstanding or authorized but not issued prior to the Effective Time will be consolidated into one (1) Class B ordinary share.
Beginning with the opening of trading on August 20, 2025, the Company’s Class A ordinary shares will be available for trading on
the Nasdaq Global Market under the existing ticker symbol “GIBO” on a Share Consolidation-adjusted basis with a new CUSIP
number G38617125.
No
fractional Class A or Class B ordinary share shall be issued in connection with the Share Consolidation. Shareholders who would otherwise
be entitled to receive a fractional share as a result of the Share Consolidation will receive one whole share in lieu of such fractional
share.
The
Company’s transfer agent, Transhare Corporation, is acting as the exchange agent for the Share Consolidation. Shareholders who
hold their shares in book-entry form or in “street name” (i.e., through a broker, bank or other holder of record) are not
required to take any action. The Share Consolidation will affect all shareholders uniformly and will not alter any shareholder’s
percentage interest in the Company’s equity, except to the extent that the Share Consolidation would otherwise result in a shareholder
owning a fractional share.
In
connection with the Share Consolidation, on August 18, 2025, the Company also issued a notice (the “Warrant Adjustment Notice”)
to holders of its warrants to purchase Class A ordinary shares (the “Warrants”). In the Warrant Adjustment Notice, the Company
notified its warrant agent, Continental Stock Transfer & Trust Company (the “Warrant Agent”), and the Warrant holders
that the Company has made the following adjustments to its outstanding Warrants, effective beginning with the opening of trading on August
20, 2025:
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● |
the
number of Class A ordinary shares issuable upon the exercise of each pre-Share Consolidation Warrant to purchase Class A ordinary
share will decrease proportionately to the Share Consolidation ratio, resulting in each such Warrant being exercisable for 1/200th
of one post-Share Consolidation Class A ordinary share; and |
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|
|
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● |
the
exercise price of each post-Share Consolidation Warrant to purchase one whole post-Share Consolidation Class A ordinary share will
be proportionately increased 200-fold (relative to a pre-Share Consolidation Warrant to purchase one Class A ordinary share), to
$2,300.0 per post-Share Consolidation Class A ordinary share. |
The
Warrant Adjustment Notice was provided by the Company pursuant to the terms of the Warrant Agreement, dated June 27, 2023 (the “Warrant
Agreement”), by and between Bukit Jalil Global Acquisition 1 Ltd. (as predecessor to the Company) and the Warrant Agent, as amended
by that certain Assignment, Assumption and Amendment Agreement, dated as of May 8, 2025, by and among Bukit Jalil Global Acquisition
1 Ltd., Bukit Jalil Global Investment Ltd., the Company and the Warrant Agent.
In
accordance with the terms of the Warrant Agreement, the Company will not issue fractional shares upon exercise of Warrants.
Beginning
with the opening of trading on August 20, 2025, the Warrants will continue to be available for trading on the Nasdaq Capital Market under
the existing ticker symbol “GIBOW” subject the foregoing adjustments with the existing CUSIP number G38617117 unchanged.
The
foregoing descriptions of the Warrant Adjustment Notice is a summary of the material terms of the Warrant Adjustment Notice and does
not purport to be complete and is qualified in its entirety by reference to the Warrant Adjustment Notice, which is attached hereto as
Exhibit 99.2.
Hearing
Request to Appeal Nasdaq Delisting Determination
As
previously disclosed in the Company’s current report on Form 6-K furnished on August 6, 2025, the Company received a letter from
The Nasdaq Stock Market LLC (the “Nasdaq”) on August 4, 2025, 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 and as a result the Company is not in compliance
with Nasdaq listing rule 5450(a)(1) (the “Minimum Bid Price Requirement”), 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 would be suspended at the opening of business on August 13, 2025, and a Form 25-NSE would be filed with the
Securities and Exchange Commission to remove the Company’s securities from listing and registration on Nasdaq, according to the
Nasdaq listing rule 5810(c)(3)(A)(iii).
On
August 8, 2025, the Company timely requested a hearing before the Panel, which stayed the suspension of the Company’s securities
and the filing of the Form 25-NSE pending the Panel’s decision. The Company also submitted a plan to regain compliance to the Panel,
including among others, the implementation of the Share Consolidation.
There
can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in
compliance with other applicable Nasdaq listing rules, or that the Company’s appeal of the delisting determination will
be successful. If the Company’s securities are delisted from the Nasdaq, it could be more difficult to buy or sell the Company’s
securities or to obtain accurate quotations, and the price of the Company’s securities could suffer a material adverse decline.
Forward-Looking
Statements
This
current report on Form 6-K contains forward-looking statements. These express or implied statements are not promises or guarantees and
involve substantial risks and uncertainties. Examples of forward-looking statements herein include, without limitation, statements regarding
the Company’s intent or ability to regain compliance with the Nasdaq’s continued listing requirements, the timing and nature
of the Hearing, the outcome of the Panel’s review of any Company appeal of the Staff’s determination, and any courses
of action to regain compliance with the Nasdaq continued listing requirements. Forward-looking statements are statements that are not
historical facts, nor assurances of future performance. Instead, they are based on the Company’s current beliefs, expectations
and assumptions regarding the future of its business, future plans, strategies, projections, anticipated events and trends, the economy
and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties,
and actual results may differ materially from those set forth in the forward-looking statements. Important factors that could cause actual
results to differ include, without limitation, there can be no assurance that the Company will meet the Minimum Bid Price Requirement
during any compliance period or otherwise in the future, otherwise meet the Nasdaq’s compliance standards, that Nasdaq will grant
the Company any relief from delisting as necessary or whether the Company can ultimately meet applicable Nasdaq requirements
for any such relief. These forward-looking statements should be considered together with the risks and uncertainties that may affect
the Company’s business and future results included in the Company’s filings with the Securities and Exchange Commission at
www.sec.gov. These forward-looking statements are based on information currently available to the Company, and the Company assumes
no obligation to update any forward-looking statements except as required by applicable law.
Exhibits
Index
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release |
| 99.2 |
|
Warrant Adjustment Notice, effective August 20, 2025 |
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 19, 2025
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GIBO
Holdings Limited |
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|
|
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By: |
/s/
Jing Tuang “Zelt” Kueh |
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Name: |
Jing
Tuang “Zelt” Kueh |
| |
Title: |
Chief
Executive Officer |
