2.37M-share holding filed by GIBO Holdings (GIBO) clarifies conversion, votes

Rhea-AI Filing Summary

GIBO HOLDINGS Ltd amended a Schedule 13G to report beneficial ownership of 2,371,870 Class B ordinary shares held of record by Chun Yen Lim. The filing states each Class B share is convertible into one Class A share and that the reported 3.6% stake is calculated on 65,117,623 Class A shares (assuming conversion) as of April 15, 2026.

The disclosure describes voting differences: each Class B share carries 20 votes versus 1 vote for each Class A share, and automatic conversion triggers if Class B shares transfer to non-affiliates. The filing is an ownership amendment signed by Mr. Lim on May 15, 2026.

Insights

Corporate Governance Analyst

Amendment updates a sizable dual‑class holding and clarifies voting/ conversion rights.

The filing shows 2,371,870 Class B ordinary shares held of record by the Chairman, convertible one‑for‑one into Class A shares. It explicitly states Class B shares carry 20 votes each while Class A carry 1 vote, preserving concentrated voting control absent conversion or transfer.

The operative conversion clause—automatic upon transfer to non‑affiliates—is material to control dynamics; subsequent disclosures or transfers would change voting mix. Timing: the ownership percentages reference the Issuer's share counts as of April 15, 2026.

Key Figures

Reported shares beneficially owned: 2,371,870 shares Percent of class: 3.6% Class A outstanding (context): 60,849,977 shares +3 more

6 metrics

Reported shares beneficially owned 2,371,870 shares Class B ordinary shares held of record by Chun Yen Lim

Percent of class 3.6% Calculated assuming conversion, based on 65,117,623 Class A shares as of April 15, 2026

Class A outstanding (context) 60,849,977 shares Issuer's Class A shares issued and outstanding as of April 15, 2026

Class B outstanding (context) 4,267,646 shares Issuer's Class B shares issued and outstanding as of April 15, 2026

Voting ratio 20 votes per Class B share Each Class B ordinary share carries 20 votes; Class A carries 1 vote

Form signature date 05/15/2026 Schedule 13G/A signed by Chun Yen Lim

Key Terms

Class B Ordinary Shares, beneficially owned, convertible, percent of class

4 terms

Class B Ordinary Shares financial

"represents 2,371,870 Class B ordinary shares, par value US$0.0002 per share"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

beneficially owned regulatory

"The number of shares beneficially owned reported in Item 5, 7 and 9 represents 2,371,870 Class B ordinary shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

convertible financial

"Each Class B Ordinary Share is convertible at the option of the holder into one Class A ordinary share"

A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.

percent of class regulatory

"The percentage of class reported in Item 11 is calculated based on the Issuer's 65,117,623 Class A Ordinary Shares"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

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

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Accepted by SEC EDGAR 05/15/2026 - 03:49 PM Learn about SEC filing dates

FAQ

What stake does Chun Yen Lim report in GIBO (GIBO)?

Mr. Lim reports 2,371,870 Class B ordinary shares. The filing converts that holding to a 3.6% of class figure based on 65,117,623 Class A shares assuming conversion as of April 15, 2026.

How do Class A and Class B shares differ at GIBO (GIBO)?

Class B shares are convertible one‑for‑one into Class A shares and carry 20 votes per share; Class A shares carry 1 vote per share. Conversion rights and voting differentials are detailed in the filing.

When were the share counts used to calculate the percentage reported?

The percentage is calculated using the Issuer's share counts reported as of April 15, 2026, from the Form 20‑F filed on May 15, 2026, assuming conversion of Class B into Class A shares.

Will Mr. Lim’s Class B shares convert automatically?

Class B shares convert automatically into Class A shares only upon a sale or transfer to a person who is not Mr. Lim or an affiliate, or a change in ultimate beneficial ownership to a non‑affiliate, per the filing’s conversion clause.

Does this filing change who controls voting at GIBO (GIBO)?

The filing discloses existing voting structure—20 votes per Class B share—but does not report any transfer that would alter control. Any future transfer or conversion could change voting composition.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

GIBO HOLDINGS Ltd

(Name of Issuer)

Class A ordinary shares, par value US$0.0002 per share

(Title of Class of Securities)

G38617125

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G38617125

1

Names of Reporting Persons

Chun Yen Lim

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MALAYSIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,371,870.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,371,870.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,371,870.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.6 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) The number of shares beneficially owned reported in Item 5, 7 and 9 represents 2,371,870 Class B ordinary shares, par value US$0.0002 per share (the "Class B Ordinary Shares), of GIBO Holdings Limited (the "Issuer"), held of record by Mr. Chun Yen Lim. Each Class B Ordinary Share is convertible at the option of the holder into one Class A ordinary share, par value US$0.0002 per share (collectively, the "Class A Ordinary Shares"), of the Issuer. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B Ordinary Share by a holder to any person who is not Mr. Lim or an affiliate of Mr. Lim, or upon a change of the ultimate beneficial ownership of any Class B Ordinary Share to any person who is not Mr. Lim or an affiliate of Mr. Lim, such Class B Ordinary Shares shall be automatically and immediately converted into the same number of Class A Ordinary Shares. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 20 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote. (2) The percentage of class reported in Item 11 is calculated based on the Issuer's 65,117,623 Class A Ordinary Shares, the sum of the Issuer's 60,849,977 Class A Ordinary Shares and 4,267,646 Class B Ordinary Shares issued and outstanding as of April 15, 2026, as reported on the Issuer's annual report on Form 20-F for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on May 15, 2026, assuming conversion of the Class B Ordinary Shares into Class A Ordinary Shares.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: GIBO HOLDINGS Ltd
(b)	Address of issuer's principal executive offices: 3A-1A, Menara Khuan Choo, Jalan Raja Chulan, Bukit Bintang, 50200, Kuala Lumpur, Malaysia
Item 2.
(a)	Name of person filing: Chun Yen Lim
(b)	Address or principal business office or, if none, residence: 3A-1A, Menara Khuan Choo, Jalan Raja Chulan, Bukit Bintang, 50200, Kuala Lumpur, Malaysia
(c)	Citizenship: Malaysian
(d)	Title of class of securities: Class A ordinary shares, par value US$0.0002 per share
(e)	CUSIP No.: G38617125
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See responses to Item 9 on cover page.
(b)	Percent of class: See responses to Item 11 on cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See responses to Item 5 on cover page.
	(ii) Shared power to vote or to direct the vote: See responses to Item 6 on cover page.
	(iii) Sole power to dispose or to direct the disposition of: See responses to Item 7 on cover page.
	(iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on cover page.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Chun Yen Lim

Signature:	/s/ Chun Yen Lim
Name/Title:	Chun Yen Lim / Chairman of Board of Directors
Date:	05/15/2026