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  4. [D] GIBO HOLDINGS Ltd SEC Filing

GIBO HOLDINGS (GIBO) raises $25,600,000 in Rule 506(b) equity sale

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D

Rhea-AI Filing Summary

GIBO HOLDINGS Ltd, a Cayman Islands corporation with principal offices in Kuala Lumpur, reported a private equity financing relying on Regulation D Rule 506(b). The notice is a new filing, with the date of first sale on 2026-07-27.

The company indicates it currently has no revenues. It has sold $25,600,000 of securities in the offering, with $0 remaining, and reports $0 in finders’ fees. The securities are Class A ordinary shares issued to certain investors as assignees of a technology provider under service agreements dated January 2, 2026 and February 25, 2026. The issuer certifies it is not disqualified from relying on the Regulation D exemption.

Positive

  • None.

Negative

  • None.

Filing Explained

The equity offering is reported complete, but missing share-count and service-fee details prevent sizing its dilution or underlying obligation.

The reported offering is complete: $25,600,000 is sold and $0 remains; because the securities are Class A ordinary shares, the disclosed issuance has an equity-ownership consequence for existing holders, although its size is not disclosed.

Under the supplied dilution definition, issuing additional shares increases total share count and reduces an existing holder’s percentage ownership absent offsetting changes; this filing gives no share count or resulting ownership percentage. The filing says the shares were issued to investors as assignees of a technology provider and that GIBO will pay service fees under agreements dated January 2, 2026 and February 25, 2026, but it does not quantify those fees or explain their relationship to the reported sales amount.

Total Amount Sold $25,600,000 Aggregate securities sold in the exempt offering
Total Remaining to be Sold $0 Balance of the stated offering amount after sales
Finders' Fees $0 Reported finders’ fees associated with the offering
Revenue Status No Revenues Issuer size classification for current revenue range
Date of First Sale 2026-07-27 Initial sale date for securities in this offering
Service Agreement Date 1 January 2, 2026 One service agreement tied to share issuance mechanics
Service Agreement Date 2 February 25, 2026 Second service agreement tied to share issuance mechanics
Regulation D regulatory
"if the issuer is claiming a Regulation D exemption for the offering"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Rule 506(b) regulatory
"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
covered securities regulatory
"if the securities that are the subject of this Form D are "covered securities""
Investment Company Act of 1940 regulatory
"Is the issuer registered as an investment company under the Investment Company Act of 1940?"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
service of process regulatory
"as its agents for service of process, and agreeing that these persons may accept service"
Offering Type private exempt Reg D offering
Use of Proceeds Class A ordinary shares issued to certain investors as assignees of a technology provider, with service fees payable under agreements dated January 2, 2026 and February 25, 2026.

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FAQ

What type of securities is GIBO (GIBO HOLDINGS Ltd) offering in this filing?
GIBO HOLDINGS Ltd is offering equity securities, specifically Class A ordinary shares. These shares are issued to certain investors as assignees of a technology provider under specified service agreements dated January 2, 2026 and February 25, 2026.

How much capital did GIBO (GIBO HOLDINGS Ltd) raise in this exempt offering?
GIBO HOLDINGS Ltd reports total securities sold of $25,600,000 in this exempt offering. The filing shows $0 remaining to be sold, indicating the full stated amount has been placed with investors under the terms described.

Under which SEC exemption is GIBO (GIBO HOLDINGS Ltd) conducting this offering?
The offering is conducted under Regulation D Rule 506(b). This rule permits private offerings to accredited investors and certain others, subject to specific conditions, and allows the issuer to avoid full registration while still notifying regulators via this notice.

What is the revenue status of GIBO (GIBO HOLDINGS Ltd) at the time of the offering?
GIBO HOLDINGS Ltd reports having no revenues in the issuer size section. This means the company classifies itself in the "No Revenues" category for this filing, which frames the offering as capital raising for a non-revenue-generating business stage.

Did GIBO (GIBO HOLDINGS Ltd) pay any finders’ fees in this offering?
The company reports $0 in finders’ fees related to this offering. That suggests no separate compensation was paid to intermediaries for sourcing investors, based on the information disclosed in the sales commissions and finders’ fees section.

When did GIBO (GIBO HOLDINGS Ltd) first sell securities in this offering?
The filing lists the date of first sale as 2026-07-27. The notice is marked as a New Notice, indicating this is the initial Form D submission covering sales that began on that specified date under the exempt offering.

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
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

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
3A-1A, MENARA KHUAN CHOO JALAN RAJA CHULAN, BUKIT BINTANG
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
KUALA LUMPUR MALAYSIA 50200 (60) 192 886 887

3. Related Persons

Last Name First Name Middle Name
Lim Chun Yen "Dereck"
Street Address 1 Street Address 2
3A-1A, Menara Khuan Choo Jalan Raja Chulan, Bukit Bintang
City State/Province/Country ZIP/PostalCode
Kuala Lumpur MALAYSIA 50200
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
3A-1A, Menara Khuan Choo Jalan Raja Chulan, Bukit Bintang
City State/Province/Country ZIP/PostalCode
Kuala Lumpur MALAYSIA 50200
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
3A-1A, Menara Khuan Choo Jalan Raja Chulan, Bukit Bintang
City State/Province/Country ZIP/PostalCode
Kuala Lumpur MALAYSIA 50200
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
3A-1A, Menara Khuan Choo Jalan Raja Chulan, Bukit Bintang
City State/Province/Country ZIP/PostalCode
Kuala Lumpur MALAYSIA 50200
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
3A-1A, Menara Khuan Choo Jalan Raja Chulan, Bukit Bintang
City State/Province/Country ZIP/PostalCode
Kuala Lumpur MALAYSIA 50200
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
3A-1A, Menara Khuan Choo Jalan Raja Chulan, Bukit Bintang
City State/Province/Country ZIP/PostalCode
Kuala Lumpur MALAYSIA 50200
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
X 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
$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 2026-07-27 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 $25,600,000 USD
or Indefinite
Total Amount Sold $25,600,000 USD
Total Remaining to be Sold $0 USD
or Indefinite

Clarification of Response (if Necessary):

Class A ordinary shares are issued to certain investors as assignees of a technology provider of the Issuer, to which the Issuer shall pay service fee under certain service agreements dated January 2, 2026 and February 25, 2026.

14. Investors

 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:
5

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):

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 2026-07-30

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.

Source: View Original Filing on SEC EDGAR