SecProbe.io

October 11, 2024
Jing Tuang Kueh
Chief Executive Officer
GIBO Holdings Ltd.
Unit 2912, Metroplaza, Tower 2
223 Hing Fong Road, Kwai Chung, N.T.
Hong Kong
Re:GIBO Holdings Ltd.
Draft Registration Statement on Form F-4
Submitted September 12, 2024
CIK No. 0002034520
Dear Jing Tuang Kueh:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-4
Cover page
1.We note your disclosure here and on page 37 that no compensation will be paid to the
Sponsor for services prior to the completion of the Business Combination. However,
we note that the Sponsor, officers, and directors received or purchased securities in
connection with the SPAC's IPO. Please revise to disclose the nature and amount of
all types of compensation that has been or will be paid to the Sponsor for services
rendered and the price paid or to be paid for such securities. In addition, we note that
the Sponsor will be reimbursed for out-of-pocket expenses related to the Business
Combination. Revise to quantify any reimbursements to be paid to the Sponsor, its
affiliates, and any promoters. Refer to Item 1603(a)(6) of Regulation S-K.

October 11, 2024
Page 2
2.Please revise to disclose whether the SPAC received a report, opinion, or appraisal in
connection with its determination that the Business Combination is advisable and fair
to and in the best interest of the SPAC. Refer to Item 1604(a)(1) of Regulation S-K.
3.Please revise to disclose the amount of securities issued or to be issued to the SPAC
sponsor, its affiliates, and promoters and the price paid or to be paid for such
securities in connection with the de-SPAC transaction or any related financing
transaction. Please also disclose whether this securities issuance may result in a
material dilution of the equity interests of non-redeeming shareholders who hold the
securities until the consummation of the de-SPAC transaction. Refer to Item
1604(a)(3) of Regulation S-K.
4.We note your disclosure that the Sponsor and the officers and directors of BUJA have
agreed to waive their redemption rights with respect to their BUJA Founder Shares
and BUJA Private Shares. Please revise to disclose whether any consideration was
provided in exchange for this agreement. Refer to Item 1603(a)(8) of Regulation S-K.
What shall be the relative equity stakes of BUJA shareholders..., page 10
5.Please revise to disclose in tabular format the dilution information required by Item
1604(c) of Regulation S-K. Ensure that the "as adjusted net tangible book value per
share" includes material probable or consummated transactions and other material
effects on BUJA's net tangible book value per share from the de-SPAC transaction,
excluding  the de-SPAC transaction itself. The tabular disclosure must show the nature
and amounts of each source of dilution used to determine "as adjusted net tangible
book value per share," the number of shares used to determine "as adjusted net
tangible book value per share," excluding the de-SPAC transaction itself, and any
adjustments to the number of shares used to determine the per share component of "as
adjusted net tangible book value per share." Outside of the table, describe each
material potential source of future dilution that non-redeeming shareholders may
experience by electing not to tender their shares in connection with the de-SPAC
transaction, including sources not included in the table with respect to the
determination of "as adjusted net tangible book value per share."
Summary of the Proxy Statement/Prospectus, page 26
6.Please revise to disclose the determination of the board of directors of the SPAC, the
material factors that the board of directors considered in making such determination,
and any report, opinion, or appraisal obtained for such determination. Refer to Item
1604(b)(2) of Regulation S-K.
7.Please revise to disclose in a tabular format the terms and amount of the compensation
received or to be received by the SPAC sponsor, its affiliates, and promoters in
connection with the de-SPAC transaction; the amount of securities issued or to be
issued by the SPAC to the SPAC sponsor, its affiliates, and promoters and the price
paid or to be paid for such securities in connection with the de-SPAC transaction or
any related financing transaction; and, outside of the table, the extent to which that
compensation and securities issuance has resulted or may result in a material dilution
of the equity interests of non-redeeming shareholders of the SPAC. Refer to Item
1604(b)(4) of Regulation S-K.

October 11, 2024
Page 3
Risks Related to PubCo's Securities
If after the completion of the Business Combination, PubCo fails to implement and maintain
effective internal controls..., page 101
8.You disclose a material weakness related a lack of sufficient skilled staff with U.S.
GAAP knowledge and SEC reporting knowledge for the purposes of financial
reporting. Please revise to disclose your expected timeline to complete the
remediation steps and any material costs you expect to incur. In addition, include a
discussion of the material weakness in the summary of risk factors on page 42.
BUJA Board's Reasons for the Approval of the Transactions, page 123
9.Please revise to provide a discussion of the reasons of the SPAC for the structure and
timing of the de-SPAC transaction and any related financing transaction. Refer to
Item 1605(b)(3) of Regulation S-K.
Proposal 1 - The Business Combination Proposals
Basis for the Board’s Recommendation - Fairness Opinion
Summary of Certain Unaudited GIBO Prospective Financial Information, page 128
10.Please disclose whether or not GIBO has affirmed to BUJA that its projections reflect
the view of the GIBO's management or board of directors about its future performance
as of the most recent practicable date. Refer to Item 1609(c) of Regulation S-K.
11.We note that GIBO has generated no revenue to date but that it projects earning $22.5
million in 2024 and $443.9 million in 2025 and $3.4 billion in 2028. Please revise to
describe clearly the basis for the projections of revenue growth and the factors or
contingencies that would affect such growth ultimately materializing. In addition,
please expand the discussion of your material assumptions underlying the projections,
quantifying where applicable and to provide detailed quantitative disclosure
describing the basis for your projected sales, margins, users, and the factors or
contingencies that would affect such growth ultimately materializing.
General Assumptions in the Fairness Opinion, page 130
12.We note your statement that the financial advisor does "not assume any responsibility
with respect to such data, material, and other information." While you may include
qualifying language with respect to such projections, it is inappropriate to
disclaim responsibility for this information. Please revise to remove this disclaimer.
Unaudited Pro Forma Condensed Combined Financial Information
Note 3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information,
page 152
We note that GIBO's Founders will receive Class B ordinary shares in the Business
Combination, which entitles the holder to 20 votes per share. Please provide us with a
breakdown of Class B shares for each Founder. Tell us whether each Founder is
currently employed by GIBO and will continue to be employed following the
Business Combination, and if so, in what capacity. In addition, tell us how you
considered whether the additional voting rights constitute a modification to the
Founder's equity and whether you intend to record additional compensation expense 13.

October 11, 2024
Page 4
as a result of such modification. If so, revise to include the necessary pro forma
adjustment to reflect such expense. Refer to ASC 718-20-35-2A .
Industry Overview Relating to GIBO's Business
Comparison of AIGC Animation Streaming Platforms, page 183
14.We note that you have provided substantial information about competitors or
comparable companies in your market but do not identify them. Please revise to
identify the competitors or tell us why it is not material to investors understanding of
the market you operate in. In addition, provide additional context regarding the
number of users, market capitalization, revenue, and overall market position those
comparable companies have as compared to GIBO.ai and why they are useful for
investors to compare to GIBO.ai.
GIBO's Business, page 185
15.You state that while access to your platform is currently free for all users, GIBO plans
"to drive monetization through launching advertising, pay-per-view and/or
subscription-based offerings soon." Please revise to provide a more comprehensive
discussion regarding the current status of your efforts for each of these planned
revenue streams. Include a timeline of when you anticipate monetizing your revenue
streams and disclose any funding or resources necessary to achieve your monetization
plan.
16.Please revise to provide a more detailed discussion regarding the whether your
generative AI is limited to animation or if it is currently, or in the future is expected to
be, capable of photorealistic images and video. To the extent it is capable of such
images and video, please revise to provide a discussion of those capabilities, and add
risk factor disclosure addressing the attendant risks. As a non-exclusive example,
include risk factor disclosure addressing the risk of AI generated images
misappropriating an individual's name, image, or likeness, or potential copyright risk,
regardless of whether they are photorealistic or animation. Finally, revise to include
similar risk factor disclosure regarding your AI powered digital voice synthesizing
products.
17.Please revise to provide a more detailed discussion regarding the source of data for
your AI algorithms and clarify if your algorithms are proprietary or open source and
whether you utilize third-party artificial intelligence products. With regard to the data
used, clarify whether the data input for images and video that your generative AI uses
is sourced solely from your user generated content, from specifically curated sources,
from the internet more broadly, from paid sources, or from a combination of
sources. In addition, to the extent you utilize third-party sources, provide disclosure
regarding the material terms of any agreements, including any termination provisions,
and revise your risk factors as appropriate.
18.We note that you intend to expand your user base globally. Please revise to discuss the
specific type of data you collect on each of your users, and the geographic location of
your data servers, where sensitive user data is stored, and where the development
teams that have access to user data are located.

October 11, 2024
Page 5
Competitive Strengths, page 186
19.You disclose various metrics, such as monthly active users (MAUs), registered users,
creators, video uploads and video views, as of the end of the most recent period. In
addition, on page 127 you refer to "actual active members." Please revise to disclose
the comparable prior period amounts for each of the measures noted herein. In
addition, where you refer to 60 million registered users throughout the filing, revise to
balance this disclosure with a discussion of MAUs for the same period. Lastly, revise
to define each measure. Refer to Item 5 of Form 20-F and SEC Release No. 33-10751.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
GIBO
Overview, page 199
20.Please revise to include a discussion regarding the current status of your monetization
plan and the potential impact to your results of operations, financial condition and
liquidity if your are unable to monetize your platform in a timely manner. Refer to
Item 5.D of Form 20-F.
Organization, page 200
21.Please revise the charts on page 200 as the current format and text size is not legible.
In addition, clarify what each of the charts represent in the context of the entities
involved in the reorganization (i.e., GIBO, GIBO AI, GIBO International and Hong
Kong Daily) and how they support your accounting for the reorganization as a
common control transaction.
Description of PubCo's Share Capital, page 217
22.You disclose that following the completion of the Business Combination, PubCo will
have 573,209,368 Class A Ordinary Shares Ordinary Shares issued and outstanding
assuming maximum redemption. Please reconcile this disclosure to the amount of
Class A Ordinary Shares disclosed on page 11 assuming maximum redemptions,
which total 566,520,700 shares, or revise.
GIBO Holdings Limited Financial Statements
Report of Independent Registered Public Accounting Firm, page F-45
23.Please have Enrome LLP revise their report to refer to the period covered by the
statement of operations. Refer to paragraph .08(c) of PCAOB AS 3101.
Signatures, page II-6
24.Please revise to indicate that the officers and directors of BUJA will also be signing
the registration statement. Refer to Signatures Instruction 1 of Form F-4.
General
25.Please revise your filing, as applicable, to provide more specific and prominent
disclosures about the legal and operational risks associated with China-based
companies. For additional guidance, please see the Division of Corporation Finance's
Sample Letter to China-Based Companies issued by the Staff in December 2021.

October 11, 2024
Page 6
26.Please revise to describe the experience of the Sponsor, its affiliates, and any
promoters in organizing special purpose acquisition companies and the extent to
which the Sponsor, its affiliates, and the promoters are involved in other special
purpose acquisition companies. Refer to Item 1603(a)(3) of Regulation S-K.
27.Please revise to describe the material roles and responsibilities of the Sponsor, its
affiliates, and any promoters in directing and managing the special purpose
acquisition company's activities. Refer to Item 1603(a)(4) of Regulation S-K.
28.Please disclose whether there are any shares subject to lock-up agreements. Refer
to Item 1603(a)(9) of Regulation S-K.
29.Please provide disclosure regarding recent sales of unregistered securities by GIBO.
Refer to Item 701 of Regulation S-K.
30.Please disclose whether or not a majority of the directors who are not employees of
the special purpose acquisition company has retained an unaffiliated representative to
act solely on behalf of unaffiliated security holders for purposes of negotiating the
terms of the de-SPAC transaction and/or preparing a report concerning the approval of
the de-SPAC transaction. Refer to Item 1606(d) of Regulation S-K.
31.Please provide an explanation of any material differences in the rights of SPAC and
target company security holders as compared with security holders of the combined
company as a result of the de-SPAC transaction. Refer to Item 1605(b)(4) of
Regulation S-K.
32.Please provide a description of the benefits and detriments of the de-SPAC transaction
to the SPAC and its affiliates, the SPAC Sponsor and its affiliates, the target company
and its affiliates, and unaffiliated security holders of the SPAC. Refer to Item 1605(c)
of Regulation S-K.
            Please contact Dave Edgar at 202-551-3459 or Kathleen Collins at 202-551-3499 if
you have questions regarding comments on the financial statements and related
matters. Please contact Lauren Pierce at 202-551-