UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2025
Commission File Number: 001-42601
GIBO HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
Unit 2912, Metroplaza, Tower 2
223 Hing Fong Road, Kwai Chung, N.T.
Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F ☒ | Form 40-F ☐ |
Transfer of Listing of Class A Ordinary Shares to the Nasdaq Capital Market
On September 28, 2025, GIBO Holdings Limited (the “Company”) submitted an application to the Nasdaq Stock Market LLC to transfer the listing of its Class A ordinary shares, par value US$0.0002 per share (“Class A ordinary shares”) from the Nasdaq Global Market (the “Global Market”) to the Nasdaq Capital Market (the “Capital Market”), for strategic purposes. On October 16, 2025, the Nasdaq Listing Qualifications department approved the Company’s request to transfer the Company’s Class A ordinary shares from the Global Market to the Capital Market. The transfer will take effect at the opening of business on October 20, 2025, without change to the current ticker symbol “GIBO” or CUSIP designation to the Company’s Class A ordinary shares. Meanwhile, the Company’s warrants to purchase Class A ordinary shares will remain listed on the Capital Market under the symbol “GIBOW.”
On October 17, 2025, the Company issued a press release announcing the transfer of listing. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 20, 2025
| GIBO Holdings Limited | ||
| By: | /s/ Jing Tuang “Zelt” Kueh | |
| Name: | Jing Tuang “Zelt” Kueh | |
| Title: | Chief Executive Officer | |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release of GIBO Holdings Limited dated October 17, 2025 |
Exhibit 99.1
GIBO Holdings Limited Announces Transfer to Nasdaq Capital Market
HONG KONG, Oct. 17, 2025 /PRNewswire/ — GIBO Holdings Limited (“GIBO” or the “Company”), a unique and integrated AIGC animation streaming platform, today announced that the Company has received approval from the Nasdaq Listing Qualifications department of The Nasdaq Stock Market LLC to transfer the listing of the Company’s Class A ordinary shares from the Nasdaq Global Market to the Nasdaq Capital Market.
The Company’s Class A ordinary shares will be transferred to the Nasdaq Capital Market effective as of the open of business on October 20, 2025, and will continue to trade under the symbol “GIBO.” Meanwhile, the Company’s warrants to purchase Class A ordinary shares will remain listed on the Nasdaq Capital Market under the symbol “GIBOW.”
The Nasdaq Capital Market operates in substantially the same manner as the Nasdaq Global Market, and the subject transfer is not expected to have any impact on trading of the Company’s securities.
About GIBO Holdings Limited
GIBO Holdings Limited is a unique and integrated AIGC animation streaming platform with extensive functionalities provided to both viewers and creators that serves a broad community of young people across Asia to create, publish, share and enjoy AI-generated animation video content. With over 83 million registered users and advanced AI-powered tools, GIBO seeks to redefine the landscape of digital content creation.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements also include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the Company’s ability to scale and grow its business, the Company’s advantages and expected growth, the Company’s ability to source and retain talent, and the Company’s cash position, as applicable. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the Company’s management and are not predictions of actual performance. These statements involve risks, uncertainties and other factors that may cause the Company’s actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by these forward-looking statements. Although the Company believes that it has a reasonable basis for each forward-looking statement contained in this press release, the Company cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. The forward-looking statements in this press release represent the views of the Company as of the date of this press release. Subsequent events and developments may cause those views to change. Except as may be required by law, the Company does not undertake any duty to update these forward-looking statements.