SecProbe.io

December 10, 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.
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted November 25, 2024
CIK No. 0002034520
Dear Jing Tuang Kueh:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our October 11, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-4 submitted November 26,
2024
Cover page
We note your response to prior comment 3 but do not see corresponding revisions to
the cover page disclosure. 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 1.

December 10, 2024
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the securities until the consummation of the de-SPAC transaction. Refer to Item
1604(a)(3) of Regulation S-K.
Frequently Used Terms
"Monthly Active Users" or "MAUs", page 6
2.You state that you are unable to quantify or eliminate duplicate monthly active users
(MAUs). To the extent similar restrictions apply to your other metrics such as
"Registered users," please revise your definitions accordingly. In addition, address the
following:
•Revise your definition of MAUs to remove the word "able" where you state GIBO
is "unable able to quantify or eliminate duplicates."
•You state on page 209 when a user registers on your platform, they provide
various information including their date of birth. Explain why your definition of
MAUs states that you do not require a user to provide personally identifiable
information to get access to the platform, or revise as necessary.
•Disclosure on page 199 refers to 26.7 million MAUs on your platform. Explain
how you determine MAUs for the year. In this regard, clarify whether such
amount represents MAUs as of the last month of the period presented or an
average of the MAUs throughout the period.
•Revise the definition of “Registered users” to disclose the period that you began
registering users on your platform. Also, describe how, or if, you address dormant
users.
•Revise to include a risk factor addressing your inability to quantify duplicate
MAUs and the potential for overstating this measure. Similar revisions should be
made with regard to other metrics, as applicable.
Questions and Answers about the Proposal
What shall be the relative equity stakes of BUJA shareholders in PubCo upon completion of
the Business Combination, page 10
We note your revised disclosures in response to prior comment 5. Please revise to
include separate tabular  disclosure to address the requirements of Item 1604(c) of
Regulation S-K. Ensure such disclosure includes the following for each selected
redemption level, as applicable
•Disclose the number of BUJA’s ordinary shares outstanding as of their most
recent balance sheet included in the filing, as adjusted to give effect to any
consummated transactions, such as redemptions, since the most recent balance
sheet. Ensure disclosures clearly describe any assumed adjustments.
•Include the net tangible book value as calculated from BUJA’s most recent
balance sheet included in the filing. In your response, provide us with the
calculations that support such disclosure.
Include separate line items in the table that give effect to material probable or
consummated transactions (other than the completion of the de-SPAC transaction)
to arrive at adjusted net tangible book value. Such adjustments may include items
such as transaction expenses to be paid by BUJA that are not included in the most •3.

December 10, 2024
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recent financial statements, trust account balance at different redemption levels,
repayments to Sponsor, etc.
•Separately disclose net tangible book value per share as of the BUJA’s most
recent balance sheet date and net tangible book value per share, as adjusted. Such
calculations should not include any shares that will be issued to GIBO
shareholders as part of the business combination transaction.
•Disclose dilution, which should be calculated as the difference between the
offering price in BUJA’s initial registered offering and the net tangible book value
per share, as adjusted.
•Describe each material potential source of future dilution on net tangible book
value per share, such as the exercise of warrants, outside of the table.
•Remove any reference to “pro forma” in the revised dilution table. Refer to
footnote 291 of SEC Release No. 33-11265.
What happens if the Business Combination is not consummated?, page 22
4.Ensure your discussion of the Business Combination deadline is consistent throughout
the filing. In this regard, your disclosures here refer to a current extension through
October 30, 2024 while elsewhere you refer to a deadline of November 30, 2024.
Summary of the Proxy Statement/Prospectus, page 26
5.We note your response to prior comment 6 and reissue. Please revise your prospectus
summary 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.
Risk Factors
We train and fine-tune our AI models using datasets from users or third parties..., page 61
6.We note your disclosure you may use datasets from users or third parties to fine-tune
your AI models. Please tell us whether you solely rely on data from your users or
whether you also use data from third parties. To the extent you use both, please revise
for consistency.
Proposal 1. The Business Combination Proposals
Basis for the Boards Recommendation - Fairness Opinion, page 138
7.You disclose on page 140 that your membership will reach 190 million in 2025.
Please tell us whether memberships are the same as registered users. If so, revise to
clarify as such where you define registered users or alternatively, use consistent
references throughout the filing (i.e. registered users) to avoid confusion.
Basis and Assumptions to Financial Projections, page 141
We note your disclosure that for deriving the projections for your membership
subscription percentage and fee, you compared yourself against YouTube and
ChatGPT.  Please revise to clarify whether the comparison was based on when those
companies were in the same stage of development as GIBO is now, or based on their 8.

December 10, 2024
Page 4
current operations, and why such comparisons are appropriate. In addition, for each of
the other metrics identified, provide a more detailed discussion of the underlying
assumptions regarding the projected increases and why you believe they are
reasonable.
Unaudited Pro Forma Condensed Combined Financial Information
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information,
page 165
9.We note from your disclosures on page 31 that subsequent to December 31, 2024, the
Sponsor made five deposits into the Trust Account to extend the Termination Date.
Pro forma adjustment (C) appears to only reflect three extension payments. Please
revise.
10.We note your response to prior comment 13. Please explain further how you
considered the conversion of Founders shares into Class B Ordinary shares with
super-majority voting rights in your determination that the fair value of the Founders'
shares is the same both before and after the business combination.
Information Related to GIBO
Competitive Strengths, page 199
11.We note your revisions to "Frequently Used Terms" that define each of your metrics
discussed in this section. Please revise your disclosures here to include a cross
reference to such definitions.
12.Please tell us whether you have any fee-paying members in fiscal 2024. If so, tell us
your consideration to disclose this measure and in your response, provide us with the
number of paying members and the revenue earned from such members to date. Refer
to SEC Release No. 33-10751.
Our Platform, page 202
13.Please revise throughout the filing to disclose when the GIBO.ai platform was
launched.
Our Monetization Models, page 209
14.We note your revised disclosures in response to prior comment 15 where you indicate
that you plan to launch advertising, pay-per-view and membership subscriptions
services after your registered users reach 100 million. Please revise to disclose when
you anticipate reaching 100 million registered users. In addition, revise to disclose any
funding or resources necessary to achieve your monetization plan. Lastly, tell us
whether you currently incentivize your content creators or whether you intend to do so
in the future and if so, revise to include a discussion of such plans.
15.We note you entered into an IT service agreement for total consideration of $60
million. Please revise to disclose the term of this agreement. In addition, revise Note 2
to Global IBO Group's financial statements to include the revenue recognition policy
related to such services.

December 10, 2024
Page 5
Management's Discussion and Analysis of Financial Condition and Results of Operations of
GIBO
Overview, page 214
16.Your response to prior comment 20 refers to revised disclosures on page 216,
however, it is unclear what revisions you are referring to. While we note your revised
disclosure on page 215, such disclosures do not appear to address our previous
comment. Please revise your MD&A Overview 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 you are unable to monetize your
platform in a timely manner. Refer to Item 5.D of Form 20-F.
Organization, page 215
17.The revised organization charts provided in response to prior comment 21
include reference to Notes 1 through 7, however, such notes are not included in the
filing. Please explain or revise.
General
18.We note your response to prior comment 25 and reissue in part. Please revise to
include the relevant disclosure on your cover page and in your prospectus
summary discussed in the Division of Corporation Finance’s Sample Letter to China-
Based Companies issued by the Staff in December 2021.
            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 202-551-3887 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Yang Ge