SecProbe.io

February 12, 2025
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. 2 to Draft Registration Statement on Form F-4
Submitted January 31, 2025
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 December 10, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-4
Cover Page
Frequently Used Terms, page 4
1.We note from your revised disclosures in response to prior comment 2 that GIBO
does not exclude dormant users from its cohort of registered users. Please tell us, and
revise your disclosures to clarify, how you define a dormant user. Also, tell us the
number or percentage of dormant users for each period presented. Lastly, revise your
key operating metrics risk factor on page 74 to discuss the inclusion of dormant
accounts in your total registered user metric.

February 12, 2025
Page 2
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
2.In the table on page 11 you disclose 204,225,636 GIBO Shareholders (PubCo Class B
Ordinary Shares) in Scenario A and 206,906,098 in Scenarios B, C, D and E. Please
revise.
3.We note your revised disclosures in response to prior comment 3. Please address the
following:
•Revise the tables on page 11 and 12 to remove pro forma net tangible book value
(NTBV), as adjusted and pro forma NTBV value per share, as adjusted line items,
as they assume the de-SPAC transaction itself, which is not intended by the
requirements of Item 1604(c) of Regulation S-K.
•Include a footnote to the table on page 11 to describe any potential sources of
dilution that are not probable upon consummation of the Business Combination,
such as public and private warrants.
•Revise the table on page 12 to remove the line item for pro forma equity value as
it includes potential sources of dilution that are not probable upon consummation
of the Business Combination. Refer to Item 1604(c)(1) of Regulation S-K.
•Revise BUJA's NTBV, as adjusted calculations on page 13 to include adjustments
for the funds that will be released from the trust at each redemption level. Also,
include an adjustment for Bukit Jalil's transaction costs that will be incurred in
connection with the Business Combination as reflected your pro forma statement
of operations.
•Revise to disclose BUJA's adjusted shares outstanding as of September 30, 2024
and include shares that will be issued upon conversion of the Rights as well as
AGP Advisory shares.
•Remove the line item for BUJA's NTBV per share as of September 30, 2024 in
the table on page 13 as this information is not required by Item 1604(c) of
Regulation S-K.
•Include a footnote to the table on page 13 where you disclose BUJA's NTBV per
share, as adjusted, to describe any potential sources of dilution that are not
probable upon consummation of the Business Combination, such as public and
private warrants.
•Revise the second table on page 13 to reflect BUJA's initial public offering price
of $10.00 as disclosed in BUJA's Form S-1.
Summary of the Proxy Statement/Prospectus
BUJA Board's Reasons for the Approval of the Transactions, page 43
4.We note your response to prior comment 5 and reissue the comment. Please revise
your prospectus summary to disclose the determination of the board of directors of the
SPAC and the material factors that the board of directors considered in making such
determination rather than including a cross-reference to such disclosure elsewhere in
the proxy statement/prospectus. Refer to Item 1604(b)(2) of Regulation S-K.

February 12, 2025
Page 3
Risk Factors
We rely on a limited number of suppliers..., page 68
5.Please file the sales and purchase agreement with Chinese Top Asset Management
Holdings as an exhibit to your proxy statement/prospectus. Refer to Item
601(b)(10)(ii)(A) of Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 170
6.Please explain what the adjustments to ordinary shares subject to possible redemption
and accumulated deficit as part of pro forma adjustment (B) represent and revise your
disclosures as necessary.
7.Please explain why you recorded pro forma adjustment (J) as an increase to
accumulated deficit and a decrease to additional paid-in capital or revise as necessary.
Global IBO Group Limited Consolidated Financial Statement, page F-53
8.Please update your financial statements or file the necessary representations as to why
such update is not necessary as an exhibit to the filing. Refer to Item 8.A.4 of Form
20-F and Instruction 2 thereto.
Global IBO Group Limited Unaudited Condensed Financial Statements
Unaudited Condensed Consolidated Statements of Cash Flows, page F-70
9.Please explain further the transactions discussed in Note 7 as it relates to capital
contributions and related expenditures and clarify how each is reflected in your
statement of cash flow. Ensure your response addresses the following:
•Explain why the $104.2 million capital contribution is not reflected in cash flows
from financing activities. Refer to ASC 230-10-45-14.
•You state on page F-80 that the company "purchased" property plant and
equipment valued at $63.2 million; however, your disclosures on page 68 and F-
66, appear to indicate that you settled the payment for this purchase by issuing 4.0
million ordinary shares of GIBO. Clarify how this purchase was settled and revise
your statement of cash flows to reflect this transaction in either investing cash
flows or as a noncash investing activity, as applicable. Refer to ASC 230-10-45-
13 and ASC 230-10-50-3.
•Clarify what is meant by your disclosure that state the company "disbursed $41
million for research and development expenditures by issuing shares to its
shareholders." In this regard, we note your discussion of professional service
agreements with BSE, DHD and TNI on page F-66, which indicate that you
issued 2,562,500 shares valued at $41 million. As such, explain the inclusion of
"non-cash" research and development expenses in cash flows from operating
activities or revise as necessary.

February 12, 2025
Page 4
            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 Jeff Kauten at 202-551-3447 or Matthew Derby at 202-551-3334 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Yang Ge