[D] GIBO Holdings Limited SEC Filing

Rhea-AI Filing Summary

Form D filing highlights

On 8 July 2025, Cayman-incorporated GIBO HOLDINGS Ltd submitted a new Form D to report an exempt equity offering conducted under Rule 506(b) of Regulation D.

• Offering size: US$6.8 million in Class A ordinary shares; the full amount has already been issued, leaving no remaining securities.
• Purpose: Shares were provided "as consideration for the payment obligations" of wholly-owned subsidiary Hong Kong Daily Group Supply Chain Limited under a 10 May 2024 statement-of-work agreement, so the parent receives no cash proceeds.
• Timing: First sale occurred 1 July 2025 and the offering is expected to last less than one year.
• Investor base: Only one investor participated; the filing allows for non-accredited investors but does not identify them.
• Fees: No sales commissions or finders’ fees were paid; minimum investment was set at US$0.
• Issuer profile: Revenue bracket US$25 million–US$100 million; industry classification "Other Technology." The company was organized within the last five years (2024) and lists six officers/directors, including CEO & Director Jing Tuang “Zelt” Kueh.

The notice effectively records a completed, broker-free private placement used to settle an internal liability rather than raise external capital.

Positive

• No cash expenses incurred—shares were issued in lieu of payment, preserving liquidity.
• Zero sales commissions or finders’ fees, keeping transaction costs at US$0.

Negative

• No cash proceeds generated; the transaction does not add capital to the balance sheet.
• Equity issuance of US$6.8 million increases share count, potentially diluting existing holders.

Insights

Financial Analyst

TL;DR: US$6.8 m private share issuance settles subsidiary debt; no cash inflow, no fees—neutral impact, minor dilution possible.

The Form D confirms that GIBO HOLDINGS raised no fresh capital; instead, equity was exchanged to satisfy a wholly-owned subsidiary’s payment obligations. The company avoids a cash outlay and incurs zero placement costs, which preserves liquidity but increases share count. Only one investor participated, indicating an intragroup or strategic transaction rather than a broad placement. Revenue range (US$25–100 m) suggests the US$6.8 m issuance is modest relative to operations. Because the offering is complete and falls under Rule 506(b), future public-market impact is minimal. Overall, the filing is administratively important but not materially transformative for external investors.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0002034520

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

GIBO HOLDINGS Ltd

Jurisdiction of Incorporation/Organization

CAYMAN ISLANDS

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2024
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
GIBO HOLDINGS Ltd
Street Address 1		Street Address 2
UNIT 2912, METROPLAZA, TOWER 2		223 HING FONG ROAD, KWAI CHUNG, N.T.
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
HONG KONG	HONG KONG	999077	(852) 2661 3366

3. Related Persons

Last Name	First Name	Middle Name
Lim	Chun Yen "Dereck"
Street Address 1	Street Address 2
Unit 2912, Metroplaza, Tower 2	223 Hing Fong Road, Kwai Chung, N.T.
City	State/Province/Country	ZIP/PostalCode
Hong Kong	HONG KONG	999077

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kueh	Jing Tuang "Zelt"
Street Address 1	Street Address 2
Unit 2912, Metroplaza, Tower 2	223 Hing Fong Road, Kwai Chung, N.T.
City	State/Province/Country	ZIP/PostalCode
Hong Kong	HONG KONG	999077

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hung	Kwan Chen "Katrina"
Street Address 1	Street Address 2
Unit 2912, Metroplaza, Tower 2	223 Hing Fong Road, Kwai Chung, N.T.
City	State/Province/Country	ZIP/PostalCode
Hong Kong	HONG KONG	999077

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Chia	Li Noi
Street Address 1	Street Address 2
Unit 2912, Metroplaza, Tower 2	223 Hing Fong Road, Kwai Chung, N.T.
City	State/Province/Country	ZIP/PostalCode
Hong Kong	HONG KONG	999077

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ooi	Bee Lian
Street Address 1	Street Address 2
Unit 2912, Metroplaza, Tower 2	223 Hing Fong Road, Kwai Chung, N.T.
City	State/Province/Country	ZIP/PostalCode
Hong Kong	HONG KONG	999077

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Peter	Ban
Street Address 1	Street Address 2
Unit 2912, Metroplaza, Tower 2	223 Hing Fong Road, Kwai Chung, N.T.
City	State/Province/Country	ZIP/PostalCode
Hong Kong	HONG KONG	999077

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
X	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-07-01				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$6,800,000	USD	or Indefinite
Total Amount Sold	$6,800,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Class A ordinary shares are being issued as consideration for the payment obligations of a wholly-owned subsidiary of the Issuer, namely Hong Kong Daily Group Supply Chain Limited, under a statement of work agreement dated May 10, 2024.

14. Investors

X

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Class A ordinary shares are being issued as consideration for the payment obligations of a wholly-owned subsidiary of the Issuer, namely Hong Kong Daily Group Supply Chain Limited, under a statement of work agreement dated May 10, 2024.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
GIBO HOLDINGS Ltd	/s/ Jing Tuang "Zelt" Kueh	Jing Tuang "Zelt" Kueh	Director, Chief Executive Officer	2025-07-08

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What is GIBO (GIBO) issuing under this Form D?

GIBO issued US$6.8 million in Class A ordinary shares under Rule 506(b).

When did the private offering start and finish?

The first sale occurred on 1 July 2025; the full amount is already sold, with no remaining securities.

Will GIBO receive cash from the US$6.8 m offering?

No. Shares were issued as consideration for a subsidiary’s payment obligations, so no cash proceeds are received.

Were any sales commissions or finder's fees paid?

No. The filing reports US$0 in commissions and finders’ fees.

How large is GIBO HOLDINGS based on revenue?

The issuer disclosed a revenue range of US$25–100 million.

How many investors participated in the offering?

The filing lists one investor in total.