GIBO HOLDINGS (GIBO) raises $23.4M in Rule 506(b) equity placement

Rhea-AI Filing Summary

GIBO HOLDINGS Ltd, a Cayman Islands corporation with its principal place of business in Kuala Lumpur, has filed a Form D for an exempt private placement of equity securities under Rule 506(b) of Regulation D. The issuer reports no revenues to date.

The notice states that $23,400,000 USD of Class A ordinary shares have been sold, with $0 USD remaining to be sold, and the date of first sale was 2026-07-27. Class A ordinary shares are issued to certain investors as assignees of a technology and related support services provider to which the issuer owes service fees under a service agreement dated January 17, 2026. Reported finders' fees are $0 USD.

Key Figures

Total Amount Sold: $23,400,000 USD Total Remaining to be Sold: $0 USD Date of First Sale: 2026-07-27 +3 more

6 metrics

Total Amount Sold $23,400,000 USD Total securities sold in the exempt offering

Total Remaining to be Sold $0 USD Amount of the offering still available to be sold

Date of First Sale 2026-07-27 Initial sale date for securities in the offering

Finders' Fees $0 USD Reported finders’ fees for the offering

Revenue Range No Revenues Issuer size indicator based on revenue range

Offering Type Equity (Class A ordinary shares) Type of securities offered under Form D

Key Terms

Form D, Rule 506(b), covered securities, Investment Company Act of 1940

4 terms

Form D regulatory

"FORM D Notice of Exempt Offering of Securities"

Form D is a short notice filed with the U.S. Securities and Exchange Commission when a company raises money using a private offering exemption instead of a full public registration. Think of it as a public receipt that lists basic facts about the fundraiser—amount sought, how much has been sold, and who the issuer is—without the full audited disclosures of a public offering. Investors use it to spot private financings, assess potential dilution or fundraising activity, and find contact information, but it is not a substitute for detailed due diligence.

Rule 506(b) regulatory

"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.

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

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Available on EDGAR 07/30/2026 - 06:05 AM Accepted by SEC EDGAR 07/30/2026 - 06:03 AM Learn about SEC filing dates

FAQ

What type of securities is GIBO (GIBO) offering in this Form D filing?

GIBO HOLDINGS Ltd is offering equity securities, specifically Class A ordinary shares, in an exempt private placement under Rule 506(b) of Regulation D.

How much has GIBO (GIBO) raised in its exempt offering?

The company reports that it has sold a total of $23,400,000 USD of securities in this offering, with $0 USD remaining to be sold under the notice.

When did GIBO (GIBO) first sell securities in this offering?

The date of first sale in the offering is 2026-07-27, as disclosed in the Form D notice for GIBO HOLDINGS Ltd’s exempt equity placement.

What exemption is GIBO (GIBO) relying on for this securities offering?

GIBO HOLDINGS Ltd is relying on the Rule 506(b) exemption under Regulation D, which permits certain private offerings without SEC registration, subject to specific investor and disclosure conditions.

Does GIBO (GIBO) report any revenues at the time of this offering?

The issuer indicates a revenue range of “No Revenues”, meaning it reports no revenues at the time referenced in the Form D exempt offering notice.

Are any sales commissions or finders’ fees paid in GIBO (GIBO)’s offering?

The Form D states that finders’ fees are $0 USD, indicating no reported finders’ fee expenses associated with this exempt securities 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	$23,400,000	USD	or Indefinite
Total Amount Sold	$23,400,000	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 and related support services provider of the Issuer, to which the Issuer is obligated to pay service fee under the service agreement dated January 17, 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.