Welcome to our dedicated page for GIBO Holdings SEC filings (Ticker: GIBO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
GIBO Holdings Limited filings document its reporting as a foreign private issuer and the governance and capital-structure actions submitted to shareholders. Form 6-K reports include extraordinary general meeting notices, proxy statements, voting results, and exhibits tied to corporate approvals.
The filing record covers Class A and Class B ordinary share matters, authorized share capital changes, share consolidations, warrant adjustments, and amendments to the company’s memorandum and articles of association. Other disclosures address Nasdaq listing-compliance matters, including delisting-determination communications and subsequent compliance updates.
GIBO Holdings Limited filed a Form 6-K as a foreign private issuer to furnish a press release stating that the company has regained compliance with Nasdaq continued listing requirements. This means its shares once again meet the standards Nasdaq sets for companies to keep their stock listed on the exchange. The filing is administrative in nature but confirms that trading of the company’s securities can continue under Nasdaq’s rules.
GIBO Holdings Limited has implemented a 200-for-1 share consolidation of all authorized, issued and unissued ordinary shares, creating Class A and Class B ordinary shares with a par value of US$0.0002 each. Beginning August 20, 2025, its Class A shares will trade on a consolidation-adjusted basis on Nasdaq under the symbol GIBO, with no fractional shares issued and any fractions rounded up to a whole share.
In connection with this, each pre-consolidation warrant is being adjusted so it is exercisable for 1/200th of one post-consolidation Class A share, and the exercise price is increased proportionately to $2,300.0 per post-consolidation Class A share. Warrants will continue trading on Nasdaq under GIBOW with the existing CUSIP.
The company also reports it fell below Nasdaq’s minimum bid price rule after its securities closed at $0.10 or less for ten consecutive trading days. GIBO requested a hearing on August 8, 2025 and submitted a compliance plan that includes the share consolidation, but warns there is no assurance it will regain or maintain Nasdaq listing, and notes that delisting could materially harm trading liquidity and share price.
GIBO Holdings Ltd received a Schedule 13G/A amendment filed by the Harraden group and Frederick V. Fortmiller, Jr. reporting that the collective Reporting Persons now beneficially own 0 shares (0%) of Class A common stock. The filing lists six reporting entities and describes their relationships: Harraden Circle Investments, LLC; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; and Mr. Fortmiller as managing member. The document shows all voting and dispositive powers as 0 and states the amendment constitutes an exit filing from ownership above 5%. The header notes the relevant event date as 06/30/2025 and signatures are dated 08/14/2025. The filing also certifies the securities were not acquired to influence control of the issuer.
This Schedule 13G reports that Chun Yen Lim, a Malaysian citizen and Founder and Chairman, beneficially owns 39,227,999 Class B ordinary shares of GIBO Holdings Ltd, with sole voting and dispositive power over those shares. The filing states this holding represents 5.2% of the issuer on a converted basis, calculated using an aggregate of 751,067,158 Class A-equivalent shares (556,104,002 Class A and 194,963,156 Class B assuming conversion) as of July 31, 2025.
The form identifies GIBO Holdings Ltd's principal office in Hong Kong and is signed by Chun Yen Lim, dated 08/13/2025. The cover references an event date of 05/08/2025.
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.
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.