SecProbe.io

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 Division
of Corporation Finance

 Office
of Finance

 U.S.
Securities and Exchange Commission

 100
F Street, N.E. Washington, D.C. 20549

 Attn:
 Mr.
 Dave Edgar

 Ms.
 Kathleen Collins

 Mr.
 Jeff Kauten

 Mr.
 Matthew Derby

 Re:
 GIBO
 Holdings Limited (CIK No. 0002034520)

 Global
 IBO Group Ltd (CIK No. 0002034047)

 Registration
 Statement on Form F-4 (File No. 333-285183)

 Dear
Ladies and Gentlemen,

 Pursuant
Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended (the "Securities Act"), GIBO Holdings Limited
and Global IBO Group Ltd (the "Co-Registrants") hereby request that the effectiveness of the above-referenced registration
statement on Form F-4, as amended (the "F-4 Registration Statement"), be accelerated to, and that the F-4 Registration Statement
become effective at 8:00 a.m., Eastern Time on March 12, 2025, or at such later time as the Co-Registrants or their counsel may orally
request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

 In
connection with this request, the Co-Registrants acknowledge their obligations under the Securities Act.

 Very
truly yours,

 GIBO
 Holdings Limited

 By:
 /s/
 Chun Yen "Dereck" Lim

 Name:

 Chun
 Yen "Dereck" Lim

 Title:
 Director

 Global
 IBO Group Ltd

 By:
 /s/
 Chun Yen "Dereck" Lim

 Name:

 Chun
 Yen "Dereck" Lim

 Title:
 Director

 By:
 /s/
 Kwan Chen "Katrina" Hung

 Name:

 Kwan
 Chen "Katrina" Hung

 Title:
 Director

 cc:
 Jing
 Tuang "Zelt" Kueh, Chief Executive Officer, GIBO Holdings Limited

 Arila
 E. Zhou, Esq., Partner, Robinson & Cole LLP

 Ze'-ev
 D. Eiger, Esq., Partner, Robinson & Cole LLP

CORRESP
1
filename1.htm

                         DLA
                         Piper UK LLP Beijing Representative Office

20th
Floor, South Tower, Beijing Kerry Center

1
Guanghua Road, Chaoyang District

Beijing
100020, China

T
+86 10 8520 0600

F
+86 10 8520 0700

www.dlapiper.com

March 4, 2025

Via EDGAR

Division of Corporate Finance

Office of Technology

Securities and Exchange Commission

Washington, D.C. 20549

    Attn:
    Mr. Dave Edgar

    Ms. Kathleen Collins

    Mr. Jeff Kauten

    Mr. Matthew Derby

    Re:
    GIBO Holdings Ltd.

    Amendment No. 1 to the Registration Statement on Form F-4

    CIK No. 0002034520

Dear Mr. Edgar, Ms. Collins, Mr. Kauten and Mr. Derby:

On behalf of our client, GIBO
Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Company”), we hereby submit to the staff (the
“Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s
responses to the comments contained in the Staff’s letter dated February 28, 2025 to the Company’s registration statement
on Form F-4 previously submitted on February 25, 2025 (the “Registration Statement”).

Concurrently with the submission
of this letter, the Company is filing its amendment No. 1 to the Registration Statement on Form F-4 (the “Amendment No. 1 to Registration
Statement”) with exhibits via EDGAR to the Commission for review.

The Staff’s comments are
repeated below in bold and are followed by the Company’s responses. We have included page references in the Amendment No. 1 to Registration
Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the
meanings set forth in the Amendment No. 1 to Registration Statement.

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

    1.
    We note your adjustment for the repayment of extension notes to Sponsor in your calculation of BUJA’s as adjusted net tangible book value. However, it is unclear how the repayment of extension notes for cash, as reflected in your pro forma financial statements, will impact your net tangible book value calculations. Please explain or revise to remove this adjustment.

    In response to the Staff’s comment, we have revisited the
                                    adjustment for the repayment of extension notes to Sponsor in our calculation of BUJA’s as adjusted net tangible book value
                                    and realized that the adjustment would not impact the net tangible book value. Accordingly, we have revised to remove this
                                    adjustment on pages 13 of the Amendment No. 1 to Registration Statement.

    2.
    We note you removed the pro forma equity value from both tables on page 11 and 12. Our prior comment 3 addressed only the chart on page 12 as that table includes potential sources of dilution (e.g. warrants) that are not probable upon consummation of the Business Combination. Please revise table 11 to include the pro forma equity value information as previously disclosed. Refer to Item 1604(c)(1) of Regulation S-K and Section II.D.3.iv.f of SEC Release 33-11265.

    In response to the Staff’s comment, we have revised the table on
pages 11 of the Amendment No. 1 to Registration Statement to include the pro forma equity value information.

Risks
Related to GIBO’s Business and Industry

Our
key operating metrics and certain other operational data in this proxy statement/prospectus..., page 77

    3.
    As
    previously requested in prior comment 1, please revise here to discuss the inclusion of dormant accounts in your total registered
    user metric.

    In
    response to the Staff’s comment, we have revised the disclosure on page 78 of the Amendment No. 1 to Registration Statement.

Unaudited Pro Forma Condensed Combined
Financial Information

Basis
of Pro Forma Presentation, page 171

    4.
    You state on page 177 that you have not identified any sources of financing for the Transaction Financing or signed any non-redemption agreements. Please tell us, and revise to clarify, whether the company believes a Transaction Financing will be completed at or before consummation of the business combination. If not, disclose whether GIBO intends to waive the Available Cash Closing requirement. Also, describe here what will happen if either event does not occur and the impact that will have on your pro forma financial statements. In this regard, we note that you do not meet the Available Closing Cash requirement under the maximum redemption scenario.

    The
    Company respectfully advises the Staff that on March 1, 2025, GIBO and BUJA entered into a waiver letter, pursuant to which GIBO
    has agreed to waive the Available Closing Cash as a closing condition to the Second Merger. The pro forma financial statements do not reflect the Available Closing
Cash at the closing. We have revised the disclosures on pages
    10, 15, 37, 112, 134, 145 and 177.

Notes
to Unaudited Pro Forma Condensed Combined Financial Statements

Note 3. Adjustments to Unaudited Pro Forma Condensed
Combined Financial Information,

page 177

    5.
    We note from the February 26, 2025 Form 8-K filed by BUJA, that on or about February 21, 2025, BUJA deposited $100,000 into the Trust Account to extend the time to complete a business combination to March 30, 2025. Please revise to reflect such payment in your pro forma financial statements. Similarly, revise your disclosures throughout where you state that you have until February 28, 2025 to complete the Business Combination.

    In response to the Staff’s comment,
we have revised the pro forma adjustment (B) to include BUJA’s extension deposit of $100,000 into the Trust account, on or about
February 21, 2025, to extend the time to complete a business combination to March 30, 2025, and also revised our disclosures where we
state that we have until February 28, 2025 to complete the Business Combination to March 30, 2025.

Global
IBO Group Limited Unaudited Condensed Financial Statements

Unaudited Condensed Consolidated Statements
of Cash Flow, page F-70

    6.

    We note the revisions to your statement of
    cash flows in response to prior comment 9. Please revise the supplemental information to clarify that non-cash transactions include
    the purchase of equipment and research and development services in exchange for $104.2 million in capital contributions as that is
    not clear from your disclosures as presented. Alternatively, you can include this information in a footnote to the financial
    statements.

    In
    response to the Staff’s comment, we have revised the disclosures on pages F-72 of the Amendment No. 1 to Registration
    Statement  accordingly.

Note
7. Shareholders’ Equity, page F-80

    7.
    We note your revised disclosures in response to prior comment 9. Please revise here to include a more comprehensive discussion of each of the shareholder agreements. Disclose the terms of the research and development service agreements, the total number of shares and per value per share for each agreement, the number of shares issued through June 30, 2024 for each agreement, and when each agreement will be completed.

    In response to
                                                                              the Staff’s comment, we have revised the disclosures on pages F-82 and F-83 of the Amendment No. 1 to Registration Statement
                                                                              accordingly.

                                                                              The Company
                                                                              respectfully submits to the Staff that except for the agreements disclosed in Note 7. Shareholders’ Equity on pages F-80 and  F-81 of the
                                                                              Amendment No. 1 to Registration Statement, the Company did not separately enter into any shareholder agreement with the four
                                                                              shareholders disclosed therein.

General

    8.
    The consent included in Exhibit 23.1 refers to a registration statement of Bukit Jalil Global Acquisition 1 Ltd. on Form F-4. Please have your independent registered accounting firm revise its consent to refer to the registration statement of GIBO Holdings Limited and their audit of Bukit Jalil Global Acquisition 1 Ltd.’s financial statements.

    In response to the Staff’s comment, we have filed the revised consent
    as Exhibit 23.1 to the Amendment No. 1 to Registration Statement accordingly.

Thank you for your assistance in this matter. You
may contact the undersigned by phone at (+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com.

    Very truly yours,

    /s/ Yang Ge

    Yang Ge

    cc:
    Jing Tuang Kueh, Chief Executive Officer, GIBO Holdings Limited

    Arila E. Zhou, Esq., Partner, Robinson & Cole LLP

    Ze’-ev D. Eiger, Esq., Partner, Robinson & Cole LLP

February 28, 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.
Registration Statement on Form F-4
Filed February 25, 2025
File No. 333-285183
Dear Jing Tuang Kueh:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4 filed February 25, 2025
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
1.We note your adjustment for the repayment of extension notes to Sponsor in your
calculation of BUJA's as adjusted net tangible book value. However, it is unclear how
the repayment of extension notes for cash, as reflected in your pro forma financial
statements, will impact your net tangible book value calculations. Please explain or
revise to remove this adjustment.

February 28, 2025
Page 2
2.We note you removed the pro forma equity value from both tables on page 11 and 12.
Our prior comment 3 addressed only the chart on page 12 as that table
includes potential sources of dilution (e.g. warrants) that are not probable upon
consummation of the Business Combination. Please revise table 11 to include the pro
forma equity value information as previously disclosed. Refer to Item 1604(c)(1) of
Regulation S-K and Section II.D.3.iv.f of SEC Release 33-11265.
Risks Related to GIBO's Business and Industry
Our key operating metrics and certain other operational data in this proxy
statement/prospectus..., page 77
3.As previously requested in prior comment 1, please revise here to discuss the
inclusion of dormant accounts in your total registered user metric.
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 171
4.You state on page 177 that you have not identified any sources of financing for the
Transaction Financing or signed any non-redemption agreements. Please tell us, and
revise to clarify, whether the company believes a Transaction Financing will be
completed at or before consummation of the business combination. If not,
disclose whether GIBO intends to waive the Available Cash Closing requirement.
Also, describe here what will happen if either event does not occur and the impact that
will have on your pro forma financial statements. In this regard, we note that you do
not meet the Available Closing Cash requirement under the maximum redemption
scenario.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information,
page 177
5.We note from the February 26, 2025 Form 8-K filed by BUJA, that on or about
February 21, 2025, BUJA deposited $100,000 into the Trust Account to extend the
time to complete a business combination to March 30, 2025. Please revise to reflect
such payment in your pro forma financial statements. Similarly, revise your
disclosures throughout where you state that you have until February 28, 2025 to
complete the Business Combination.
Global IBO Group Limited Unaudited Condensed Financial Statements
Unaudited Condensed Consolidated Statements of Cash Flow, page F-70
6.We note the revisions to your statement of cash flows in response to prior comment 9.
Please revise the supplemental information to clarify that non-cash transactions
include the purchase of equipment and research and development services in
exchange for $104.2 million in capital contributions as that is not clear from your
disclosures as presented. Alternatively, you can include this information in a footnote
to the financial statements.

February 28, 2025
Page 3
Note 7. Shareholders' Equity, page F-80
7.We note your revised disclosures in response to prior comment 9. Please revise here
to include a more comprehensive discussion of each of the shareholder agreements.
Disclose the terms of the research and development service agreements, the total
number of shares and per value per share for each agreement, the number of shares
issued through June 30, 2024 for each agreement, and when each agreement will be
completed.
General
8.The consent included in Exhibit 23.1 refers to a registration statement  of Bukit Jalil
Global Acquisition 1 Ltd. on Form F-4. Please have your independent registered
accounting firm revise its consent to refer to the registration statement of GIBO
Holdings Limited and their audit of Bukit Jalil Global Acquisition 1 Ltd.'s financial
statements.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
1
filename1.htm

    DLA
                                            Piper UK LLP Beijing Representative Office

    20th
    Floor, South Tower, Beijing Kerry Center

    1
    Guanghua Road, Chaoyang District

    Beijing
    100020, China

    T
    +86 10 8520 0600

    F
    +86 10 8520 0700

    www.dlapiper.com

February
25, 2025

Via
EDGAR

Division
of Corporate Finance

Office
of Technology

Securities
and Exchange Commission

Washington,
D.C. 20549

    Attn:
    Mr.
    Dave Edgar

    Ms.
    Kathleen Collins

    Mr.
    Jeff Kauten

    Mr.
    Matthew Derby

    Re:
    GIBO
    Holdings Ltd.

    Registration Statement on Form F-4

    CIK
    No. 0002034520

Dear
Mr. Edgar, Ms. Collins, Mr. Kauten and Mr. Derby:

On
behalf of our client, GIBO Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Company”), we hereby
submit to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter setting
forth the Company’s responses to the comments contained in the Staff’s letter dated February 12, 2025 to Amendment No. 2 to the Company’s
draft registration statement on Form F-4 previously submitted on January 31, 2025 (the “Draft Registration Statement”).

Concurrently with the submission of this letter, the Company is filing
its registration statement on Form F-4 (the “Registration Statement”) with exhibits via EDGAR to the Commission for review.
As the Company anticipates to complete the business combination as contemplated under the Registration Statement by the end of February
2025 (subject to the satisfaction of all condition precedents thereto), the Company respectfully requests the Staff’s assistance
in completing the review of the Registration Statement as soon as possible. The Company greatly appreciates the Commission’s continued
timely responses and attention to this matter.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Registration Statement.

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.

We
note the Staff’s comment and respectfully advise the Staff that, GIBO’s management does not (i) define “dormant
users,” or (ii) separately measure the number or percentage of “dormant users” as operating metrics. Current
disclosure “GIBO does not exclude dormant users from the cohort of its registered users” in the “Frequently Used
Terms” section of the Registration Statement was meant to address one of the Staff’s comments issued on December 10,
2024 asking GIBO to “describe how, or if, you address dormant users.” GIBO

only
uses two types of operating metrics to evaluate the size and growth of its user base, namely (i) registered users, and (ii) monthly active
users, both of which are defined in the section headed “Frequently Used Terms” in the Registration Statement.

For clarity purposes,
we have revised the disclosures on page 6 of the Registration Statement accordingly.

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.

    In
    response to the Staff’s comment, we have revised the disclosures on page 11 of the Registration Statement accordingly.

    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.

    In
    response to the Staff’s comment, we have revised the disclosures on pages 11 through 13 of the Registration Statement
    accordingly.

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.

    In
    response to the Staff’s comment, we have revised the disclosures on pages 43 through 46 of the Registration Statement
    accordingly.

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.

    We
    note the Staff’s comment and respectfully remind the Staff that the sales and purchase agreement by and between GIBO and
    Chinese Top Asset Management Holdings has been filed as Exhibit 10.23 to the Registration Statement.

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.

    In response to the Staff’s comment, we respectfully advise the Staff
that adjustment (B) reflects additional non-interest-bearing promissory notes from the Sponsor and deposit into the Trust Account to extend
the liquidation date subsequent to June 30, 2024. Those extensions deposited into the Trust Account increases of the value of ordinary
shares subject to possible redemption. The Company’s redeemable ordinary share is subject to SEC and its staff’s guidance
on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become
redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or
from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument
or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the
redemption value at the end of each reporting period. The Company has elected to accrete changes in the redemption value over the period
from the date of issuance which is the IPO date and recognizes changes in redemption value in additional paid-in capital (or accumulated
deficit in the absence of additional paid-in capital) over an expected 12-month period leading up to a Business Combination. Since the
Company does not have sufficient paid-in Capital to absorb the extensions made, the value of extensions was treated as a deemed dividend
to retained earnings or accumulated deficit. Accordingly, we have made additional disclosures of adjustment (B) on page 178 of the Registration Statement.

    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.

    In
    response to the Staff’s comment, we believe the staff’s comment was referring to adjustment (K) rather than adjustment
    (J). Accordingly, we have revisited adjustment (K) and realized that there was a math error occurred. We revised pro forma
    adjustment (K) as an increase to additional paid-in capital and a decrease to accumulated deficit on pages 173 of the Registration
    Statement.

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 Form20-F and Instruction 2 thereto.

    In
    response to the Staff’s comment, we have filed the representations as Exhibit 99.7 to the Registration Statement accordingly.

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.

    In response to the Staff’s comment, we have revised the disclosures on pages F-66, F-70 and F-80 of the Registration
Statement accordingly.

Thank
you for your assistance in this matter. You may contact the undersigned by phone at (+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com.

    Very
    truly yours,

    /s/
    Yang Ge

    Yang
    Ge

    cc:
    Jing
Tuang Kueh, Chief Executive Officer, GIBO Holdings Limited

    Arila
    E. Zhou, Esq., Partner, Robinson & Cole LLP

    Ze’-ev D. Eiger, Esq., Partner, Robinson & Cole LLP

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

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
Page 2
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
Page 3
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

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-