{"url_path":"/sec/gibow/10-k/2026/item-19","section_key":"item-19","section_title":"Item 19 EXHIBITS**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2034520/0001493152-26-023628-index.html","accession_number":"0001493152-26-023628","cik":"0002034520","ticker":"GIBO","issuer_name":"GIBO HOLDINGS Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2034520/0001493152-26-023628-index.html","primary_entity_key":"0002034520","primary_entity_name":"GIBO HOLDINGS Ltd"},"word_count":9470,"has_tables":true,"body_markdown":"**ITEM\n19. EXHIBITS**\n\n** **\n\n**Exhibit\nNo.**\n \n\n**Description**\n\n1.1*\n \n[Third Amended and Restated Memorandum and Articles of Association.](ex1-1.htm)\n\n2.1*\n \n[Description of Securities.](ex2-1.htm)\n\n2.2*\n \n[Specimen Class A Ordinary Share Certificate of GIBO Holdings Limited.](ex2-2.htm)\n\n2.3*\n \n[Specimen Warrant Certificate of GIBO Holdings Limited.](ex2-3.htm)\n\n2.4\n \n[Warrant Agreement, dated June 27, 2023, between BUJA and Continental Stock Transfer & Trust Company, as warrant agent (incorporated herein by reference to Exhibit 4.3 to the Form F-4 (File No. 333-285183), initially filed with the SEC on February 25, 2025).](https://www.sec.gov/Archives/edgar/data/1956055/000192998023000093/bukit_ex41.htm)\n\n2.5\n \n[Assignment, Assumption and Amendment Agreement, dated May 8, 2025, by and among GIBO Holdings Limited, Bukit Jalil Global Acquisition 1 Ltd., Bukit Jalil Global Investment Ltd. and Continental Stock Transfer & Trust Company (incorporated herein by reference to Exhibit 2.4 to the Shell Company Report on Form 20-F as filed with the SEC on May 14, 2025).](https://www.sec.gov/Archives/edgar/data/1956055/000192998025000412/buja_ex101.htm)\n\n4.1\n \n[Business Combination Agreement, dated August 5, 2024, by and among GIBO Holdings Limited, Bukit Jalil Global Acquisition 1 Ltd., GIBO Merger Sub I Limited, GIBO Merger Sub 2 Limited, and Global IBO Group Ltd. (incorporated herein by reference to Exhibit 2.1 to the Registration Statement on Form F-4 (Reg. No. 333-285183), initially filed with the SEC on February 25, 2025).](https://www.sec.gov/Archives/edgar/data/1956055/000192998024000333/buja_ex21.htm)\n\n4.2\n \n[Amendment to Business Combination Agreement, dated March 3, 2025, by and among GIBO Holdings Limited, Bukit Jalil Global Acquisition 1 Ltd., GIBO Merger Sub I Limited, GIBO Merger Sub 2 Limited, and Global IBO Group Ltd. (incorporated herein by reference to Exhibit 2.2 to the Registration Statement on Form F-4 (Reg. No. 333-285183), filed with the SEC on March 4, 2025).](https://www.sec.gov/Archives/edgar/data/2034047/000149315225008960/formf-4a.htm#anexa_001)\n\n4.3*†\n \n[Registration Rights Agreement, dated February 20, 2026, between GIBO Holdings Limited and certain investors named therein as assignees of Stand Best Creation Limited.](ex4-3.htm)\n\n4.4*†\n \n[Registration Rights Agreement, dated March 25, 2026, between GIBO Holdings Limited and certain investors named therein as assignees of Stand Best Creation Limited.](ex4-4.htm)\n\n4.5*†\n \n[Registration Rights Agreement, dated February 20, 2026, between GIBO Holdings Limited and certain investors named therein as assignees of Prime King Investment Limited.](ex4-5.htm)\n\n4.6*†\n \n[Registration Rights Agreement, dated March 25, 2026, between GIBO Holdings Limited and certain investors named therein as assignees of Prime King Investment Limited.](ex4-6.htm)\n\n4.7\n \n[Registration Rights Agreement, dated May 8, 2025, by and among GIBO Holdings Limited, Bukit Jalil Global Investment Ltd. and certain security holders (incorporated herein by reference to Exhibit 4.4 to the Shell Company Report on Form 20-F (File No. 001-42601), initially filed with the SEC on May 14, 2025).](https://www.sec.gov/Archives/edgar/data/1956055/000192998025000412/buja_ex102.htm)\n\n4.8\n \n[Form of Indemnification Agreement between GIBO Holdings Limited and each of its directors and executive officers. (incorporated herein by reference to Exhibit 10.16 to the Registration Statement on Form F-4 (Reg. No. 333-285183), initially filed with the SEC on February 25, 2025).](https://www.sec.gov/Archives/edgar/data/2034047/000149315225008143/ex10-16.htm)\n\n4.9\n \n[Sales and Purchase Agreement, dated May 10, 2024, by and between Global IBO AI Technology Ltd. and Chinese Top Asset Management Holdings Limited. (incorporated herein by reference to Exhibit 10.23 to the Registration Statement on Form F-4 (Reg. No. 333-285183), initially filed with the SEC on February 25, 2025).](https://www.sec.gov/Archives/edgar/data/2034047/000149315225008143/ex10-23.htm)\n\n8.1\n \n[List of Principal Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the Registration Statement on Form F-4 (Reg. No. 333-285183), initially filed with the SEC on February 25, 2025).](https://www.sec.gov/Archives/edgar/data/2034047/000149315225008143/ex21-1.htm)\n\n11.1*\n \n[Code of Business Conduct and Ethics of the Registrant.](ex11-1.htm)\n\n11.2*\n \n[Insider Trading Policy.](ex11-2.htm)\n\n12.1*\n \n[Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](ex12-1.htm)\n\n12.2*\n \n[Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](ex12-2.htm)\n\n13.1*\n \n[Certification by the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](ex13-1.htm)\n\n13.2*\n \n[Certification by the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](ex13-2.htm)\n\n97.1*\n \n[Compensation Recovery Policy.](ex97-1.htm)\n\n101.INS*\n \nInline XBRL Instance Document\n\n101.SCH*\n \nInline XBRL Taxonomy Extension\nSchema Document\n\n101.CAL*\n \nInline XBRL Taxonomy Extension\nCalculation Linkbase Document\n\n101.DEF*\n \nInline XBRL Taxonomy Extension\nDefinition Linkbase Document\n\n101.LAB*\n \nInline XBRL Taxonomy Extension\nLabel Linkbase Document\n\n101.PRE*\n \nInline XBRL Taxonomy Extension\nPresentation Linkbase Document\n\n104\n \nCover Page Interactive\nData File (formatted as inline XBRL and contained in Exhibit 101)\n\n \n\n**(*)\nFiled herewith.**\n\n**†\nCertain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant will provide copies of any of the omitted\nschedules upon request by the SEC.**\n\n \n\nAll\nschedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished\nto the SEC upon request.\n\n \n\n80\n\n \n\n** **\n\n**SIGNATURES**\n\n \n\nThe\nregistrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized\nthe undersigned to sign this Report on its behalf.\n\n \n\n \n**GIBO\nHOLDINGS LIMITED**\n\n \n \n \n\nDate:\nMay 15, 2026\nBy:\n*/s/\nJing Tuang “Zelt” Kueh*\n\n \nName:\n\nJing\nTuang “Zelt” Kueh\n\n \nTitle:\nChief\nExecutive Officer\n\n \n\n81\n\n \n\n \n\n**GIBO\nHOLDINGS LIMITED**\n\n \n\n**INDEX\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n**Table\nof Contents**\n\n \n\n \nPAGE(S)\n\n[Report of Independent Registered Public Accounting Firm](#JA_002) (PCAOB ID: 6907)\nF-2\n\n[Consolidated\nBalance Sheets as of December 31, 2025 and 2024](#JA_003)\nF-3\n\n[Consolidated\nStatements of Operations for the years ended December 31, 2025, 2024 and 2023](#JA_004)\nF-4\n\n[Consolidated\nStatements of Changes in Shareholders’ Equity for the years ended December 31, 2025, 2024 and 2023](#JA_005)\nF-5\n\n[Consolidated\nStatements of Cash Flows for the years ended December 31, 2025, 2024 and 2023](#JA_006)\nF-6\n\n[Notes to Consolidated Financial Statements](#JA_007)\nF-7\n– F-19\n\n \n\nF-1\n\n \n\n \n\n**REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nTo\nthe Board of Directors and Shareholders of\n\nGIBO\nHoldings Limited\n\n \n\n**Opinion\non the Financial Statements**\n\n \n\nWe\nhave audited the accompanying consolidated balance sheets of GIBO Holdings Limited and its subsidiaries (the “Company”) as\nof December 31, 2025 and 2024 and the related consolidated statements of operations, changes in shareholders’ equity and cash flows\nfor each of the years ended December 31, 2025, 2024 and 2023 and the related notes (collectively referred to as the “Consolidated financial\nstatements”). In our opinion, the Consolidated financial statements present fairly, in all material respects, the financial position\nof the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years ended December\n31, 2025, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).\n\n \n\n**Material\nUncertainty Related to Going Concern**\n\n \n\nThe\naccompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2\nto the financial statements, the Company incurred a net loss of $231,910,985 and had net cash used in operating activities of\n$121,390,036 for the year ended December 31, 2025. As of December 31, 2025, the Company had net current liabilities of\n$1,165,924 and accumulated deficit of $281,200,841. These conditions raise substantial doubt about the Company’s ability to\ncontinue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial\nstatements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\n**Basis\nfor Opinion**\n\n \n\nThese\nConsolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion\non the Company’s Consolidated financial statements based on our audits. We are a public accounting firm registered with the Public\nCompany Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company\nin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission\nand the PCAOB.\n\n \n\nWe\nconducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the\nUnited States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the\nConsolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,\nnor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to\nobtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness\nof the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudits included performing procedures to assess the risks of material misstatement of the Consolidated financial statements, whether\ndue to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence\nregarding the amounts and disclosures in the Consolidated financial statements. Our audits also included evaluating the accounting principles\nused and significant estimates made by management, as well as the overall presentation of the Consolidated financial statements. We believe\nthat our audits provide a reasonable basis for our opinion.\n\n \n\n/s/\nEnrome LLP\n\n \n\nWe\nhave served as the Company’s auditor since 2024.\n\n \n\nSingapore\n\nMay\n15, 2026\n\n \n\nF-2\n\n \n\n \n\n**GIBO\nHOLDINGS LIMITED**\n\n**CONSOLIDATED\nBALANCE SHEETS**\n\n**(Amounts\nin U.S. Dollars, except for number of shares)**\n\n \n\n  \n2025  \n2024 \n\n  \nAs of December 31, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nASSETS \n    \n   \n\nCurrent assets \n    \n   \n\nCash \n$402,736  \n$86,750 \n\nDeposit \n -  \n 25,992 \n\nPrepaid expenses and other current assets \n 212,969  \n 60,135 \n\nDeferred offering costs \n -  \n 1,609,714 \n\nTotal current assets \n 615,705  \n 1,782,591 \n\n  \n    \n   \n\nNon-current assets \n    \n   \n\nProperty and equipment, net \n -  \n 110,641,098 \n\nIntangible assets, net \n 133,337  \n 333,336 \n\nRight-of-use asset \n 84,695  \n 38,563 \n\nTotal non-current assets \n 218,032  \n 111,012,997 \n\n  \n    \n   \n\nTotal assets \n 833,737  \n 112,795,588 \n\n  \n    \n   \n\nLIABILITIES AND SHAREHOLDERS’ EQUITY \n    \n   \n\n  \n    \n   \n\nCurrent liabilities \n    \n   \n\nDue to related parties \n 6,000  \n 24,136,661 \n\nAccrued expenses and other current liabilities \n 1,744,256  \n 2,290,206 \n\nLease liability, current \n 31,373  \n 38,563 \n\nTotal current liabilities \n 1,781,629  \n 26,465,430 \n\n  \n    \n   \n\nNon-current liabilities \n    \n   \n\nLease liability, non-current \n 71,922  \n - \n\nDue to related parties \n 26,087,982  \n   \n\nLoan from related parties  \n 114,109,737  \n 1,063,906 \n\nLoan from third parties \n 3,149,728  \n 105,252 \n\nLoans \n 3,149,728  \n 105,252 \n\nTotal non-current liabilities \n 143,419,369  \n 1,169,158 \n\n  \n    \n   \n\nTotal liabilities \n 145,200,998  \n 27,634,588 \n\n  \n    \n   \n\nShareholders’ equity \n    \n   \n\nOrdinary Shares, $1 par\nvalue, 50,000 shares authorized, 1\nshares issued and outstanding as of December 31, 2024 \n-  \n 1 \n\nOrdinary shares, $0.0002 par value, 250,000,000 shares authorized, 3,755,397 share issued and outstanding as of December 31, 2025, including*: \n    \n   \n\nClass A Ordinary shares, $0.0002 par value, 225,000,000 shares authorized, 2,923,225 shares issued and outstanding \n 585  \n - \n\nClass B Ordinary shares, $0.0002 par value, 25,000,000 shares authorized, 832,172 shares issued and outstanding \n \n166\n  \n - \n\nOrdinary shares, value \n 166  \n - \n\nAdditional paid-in capital \n 136,768,809  \n 134,386,835 \n\nOther reserve \n 64,020  \n 64,020 \n\nAccumulated deficit \n (281,200,841) \n (49,289,856)\n\nTotal shareholders’ equity \n (144,367,261) \n 85,161,000 \n\n  \n    \n   \n\nTotal liabilities and shareholders’ equity \n$833,737  \n$112,795,588 \n\n \n\n*\nThe Company’s shareholders approved to implement a two hundred (200)-for-one (1) share consolidation of all of its authorized, issued and unissued ordinary shares, see Note 8.\n\n \n\nThe\naccompanying notes are an integral part of these Consolidated financial statements.\n\n \n\nF-3\n\n \n\n \n\n**GIBO\nHOLDINGS LIMITED**\n\n**CONSOLIDATED\nSTATEMENTS OF OPERATIONS**\n\n**(Amounts\nin U.S. Dollars, except for number of shares)**\n\n \n\n  \n2025  \n2024 \n \n \n2023\n \n\n  \nFor the years ended December 31,\n \n\n  \n2025  \n2024 \n \n**2023**\n \n\n  \n   \n  \n \n \n \n \n\nRevenues \n$-  \n$30,000,000 \n \n \n\n-\n\n \n\nCost of revenues \n -  \n 4,368,333 \n \n \n\n-\n\n \n\nGross profit \n -  \n 25,631,667 \n \n \n-\n \n\n  \n    \n   \n \n \n \n \n\nOperating costs \n    \n   \n \n \n \n \n\nGeneral and administrative expenses \n 2,445,669  \n 1,253,323 \n \n \n\n719,260\n\n \n\nDepreciation and amortization \n 11,709,430  \n 209,431 \n \n \n\n76,097\n\n \n\nResearch and development expenses \n 117,800,000  \n 49,032,968 \n \n \n\n11,326,463\n\n \n\nImpairment loss on plant and equipment \n 99,131,667  \n - \n \n \n\n-\n\n \n\nTotal operating costs \n 231,086,766  \n 50,495,722 \n \n \n\n**12,121,820**\n\n \n\n  \n    \n   \n \n \n \n \n\nLoss from operations \n (231,086,766) \n (24,864,055)\n \n \n\n(12,121,820\n\n)\n\n  \n    \n   \n \n \n \n \n\nOther (expense) income  \n    \n   \n \n \n \n \n\nInterest expense \n (824,219) \n - \n \n \n-\n \n\nInterest income \n -  \n 371 \n \n \n\n191\n\n \n\nForeign exchange translation gain \n -  \n 11,351 \n \n \n\n4,060\n\n \n\nTotal other (expense) income  \n (824,219) \n 11,722 \n \n \n\n4,251\n\n \n\n  \n    \n   \n \n \n \n \n\nLoss before income tax expense \n (231,910,985) \n (24,852,333)\n \n \n\n**(12,117,569**\n\n**)**\n\n  \n    \n   \n \n \n \n \n\nIncome tax expense \n -  \n - \n \n \n\n-\n\n \n\n  \n    \n   \n \n \n\n \n\nNet loss \n$(231,910,985) \n$(24,852,333)\n \n \n\n**(12,117,569**\n\n**)**\n\n  \n    \n   \n \n \n \n \n\nLoss per share \n    \n   \n \n \n \n \n\nBasic and diluted \n$(96) \n$(24,852,333)\n \n \n\n(12,117,569\n\n)\n\n  \n    \n   \n \n \n \n \n\nWeighted average number of ordinary shares outstanding \n    \n   \n \n \n \n \n\nBasic and diluted \n 2,406,712  \n 1 \n \n \n1\n \n\n \n\nThe\naccompanying notes are an integral part of these Consolidated financial statements\n\n \n\nF-4\n\n \n\n \n\n**GIBO\nHOLDINGS LIMITED**\n\n**CONSOLIDATED\nSTATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY**\n\n**(Amounts\nin U.S. Dollars, except for number of shares)**\n\n \n\n  \nClass A Shares  \nAmount  \nClass B Shares  \nAmount  \npaid-in\n\ncapital  \nOther\n\nreserve  \nAccumulated\n\ndeficit  \nshareholders’\n\nequity \n\n  \nOrdinary Shares  \nAdditional  \n  \n  \nTotal \n\n  \nClass A Shares  \nAmount  \nClass B Shares  \nAmount  \npaid-in\n\ncapital  \nOther\n\nreserve  \nAccumulated\n\ndeficit  \nshareholders’\n\nequity \n\n  \n   \n   \n   \n   \n   \n   \n   \n  \n\n**Balance as of December 31, 2022**\n** **\n** **\n**1**\n** **** **\n**$****1**** **** **\n** **\n**-**\n** **** **\n-** **** **\n**$**12,661,378** **** **\n****$64,020** **** **** **\n**$**\n(12,319,954\n**)**** **\n**$**405,445** **** **\n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nCapital contribution by shareholders \n -  \n -  \n -  \n -  \n \n17,525,456\n  \n -  \n -  \n \n17,525,456\n \n\nNet loss \n -  \n -  \n -  \n -  \n    \n -  \n \n(12,117,569\n) \n \n(12,117,569\n)\n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nBalance as of December 31, 2023 \n 1  \n$1  \n -  \n -  \n$30,186,834  \n$64,020  \n$(24,437,523) \n$5,813,332 \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nCapital contribution by shareholders \n -  \n -  \n \n-\n  \n -  \n 104,200,001  \n -  \n -  \n 104,200,001 \n\nNet loss \n -  \n -  \n -  \n -  \n -  \n -  \n (24,852,333) \n (24,852,333)\n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nBalance as of December 31, 2024 \n 1  \n$1  \n -  \n -  \n$134,386,835  \n$64,020  \n$(49,289,856) \n$85,161,000 \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nReverse recapitalization \n 2,923,224  \n 584  \n 832,172  \n 166  \n 2,381,974  \n -  \n -  \n 2,382,724 \n\nNet loss \n -  \n -  \n -  \n -  \n -  \n -  \n (231,910,985) \n (231,910,985)\n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nBalance as of December 31, 2025* \n 2,923,225  \n$585  \n 832,172  \n 166  \n$136,768,809  \n$64,020  \n$(281,200,841) \n$(144,367,261)\n\n \n\n*\nThe Company’s shareholders approved to implement a two hundred (200)-for-one (1) share consolidation of all of its authorized, issued and unissued ordinary shares, see Note 8.\n\n \n\nThe\naccompanying notes are an integral part of these Consolidated financial statements.\n\n \n\nF-5\n\n \n\n \n\n**GIBO\nHOLDINGS LIMITED**\n\n**CONSOLIDATED\nSTATEMENTS OF CASH FLOWS**\n\n**(Amounts\nin U.S. Dollars, except for number of shares)**\n\n \n\n  \n2025  \n2024 \n \n \n2023\n \n\n  \nFor the years ended December 31,\n \n\n  \n2025  \n2024 \n \n**2023**\n \n\n  \n   \n  \n \n \n \n \n\nCash flows from operating activities \n    \n   \n \n \n \n \n\nNet loss \n$(231,910,985) \n$(24,852,333)\n \n \n(12,117,569\n)\n\nAdjustments to reconcile net loss to net cash used in operating activities: \n    \n   \n \n \n\n \n\nDepreciation and amortization \n 11,709,430  \n 4,577,764 \n \n \n76,097\n \n\nAmortization of right-of-use asset \n 54,478  \n 74,145 \n \n \n70,341\n\n \n\nInterest expense \n 824,219  \n - \n \n \n-\n \n\nNon-cash research and development expenses \n -  \n 41,000,000 \n \n \n-\n\n \n\nImpairments loss on plant and equipment \n 99,131,667  \n - \n \n \n-\n \n\nChanges in operating assets and liabilities: \n    \n   \n \n \n\n \n\nDeposit \n 25,992  \n 155,077 \n \n \n(51,069\n)\n\nPrepaid expenses and other current assets \n (152,833) \n 524,415 \n \n \n628,950\n\nLease liability \n 64,732  \n (74,145)\n \n \n(70,341\n)\n\nAccrued expenses and other current liabilities \n (1,136,736) \n 2,203,647 \n \n \n\n41,560\n\n \n\nNet cash (used in) provided by operating activities \n (121,390,036) \n 23,608,570 \n \n \n\n**(11,422,031**\n\n**)**\n\n  \n    \n   \n \n \n \n \n\nCash flows from investing activities \n    \n   \n \n \n \n \n\nPurchase of property and equipment \n -  \n (30,000,000)\n \n \n-\n \n\nPurchase of intangible assets \n -  \n - \n \n \n(600,000\n)\n\nNet cash used in investing activities \n **-**** **** **\n** ****(30,000,000****)**\n** **\n** **\n**(600,000**\n**)**\n\n  \n    \n   \n \n \n \n \n\nCash flows from financing activities \n    \n   \n \n \n \n \n\nCapital contribution by shareholders \n -  \n - \n \n \n\n17,525,456\n\n \n\nProceeds from borrowings from related parties \n 118,661,546  \n 1,930,779 \n \n \n\n517,851\n\n \n\nProceeds from borrowings from third parties \n 3,044,476  \n 105,252 \n \n \n\n-\n\n \n\nPayment of deferred offering costs \n -  \n (1,609,714)\n \n \n\n-\n\n \n\nNet cash provided by financing activities \n 121,706,022  \n 426,317 \n \n \n\n**18,043,307**\n\n \n\n  \n    \n   \n \n \n \n \n\nNet increase (decrease) in cash \n 315,986  \n (5,965,113)\n \n \n\n6,021,276\n\n \n\nCash, beginning of year \n 86,750  \n 6,051,863 \n \n \n\n**30,587**\n\n \n\nCash, end of year \n$402,736  \n$86,750 \n \n**$**\n\n**6,051,863**\n\n \n\n  \n    \n   \n \n \n \n \n\nSupplemental disclosure of non-cash flow information*: \n    \n   \n \n \n \n \n\nLease\nliability arising from obtaining right-of-use assets * \n 100,610  \n - \n \n \n-\n \n\nPurchase of property and equipment* \n - \n 63,200,000 \n \n \n-\n \n\nCapital contribution by shareholders from additional paid-in capital* \n -  \n 104,200,001 \n \n \n-\n \n\nNet assets acquired from Reverse recapitalization* \n 2,382,724  \n -  \n \n \n-\n \n\n \n\n*\nThe\nnon-cash transactions include the purchase of property and equipment amounted to $63.2 million, research and development services\namounted to $41.0 million, in exchange for capital contribution of $104.2 million by shareholders.\n\n \n\nThe\naccompanying notes are an integral part of these Consolidated financial statements.\n\n \n\nF-6\n\n \n\n \n\n**GIBO\nHOLDINGS LIMITED AND ITS SUBSIDIARIES**** **\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Amounts\nin U.S. Dollars, except for number of shares)**\n\n \n\n**NOTE\n1 — ORGANIZATION AND BUSINESS DESCRIPTION**\n\n \n\n**Business**\n\n \n\nGIBO\nHoldings Limited (“GIBO” or the “Company”), through its wholly-owned subsidiaries, is an aim to revolutionize\ncontent creation and consumption through AI, we have become a unique and integrated AI-powered creative technology company with extensive\nfunctionalities provided to both viewers and creators that serves a broad community of young people across Asia to create, publish, share\nand enjoy AI-powered video content. GIBO’s technology platform powers the GIBO.ai website, which enables content creators to automate\ntasks, create personalized audio and graphics, obtain data-driven insights into the content they created, and explore new ideas through\ncollaboration. GIBO.ai, launched in September 2023 and equipped with cutting-edge AI-powered technology for the generation and optimization\nof video content, emphasizes on the establishment of a sustainable ecosystem that can not only content animation creators on the content\ncreation process but also provide distribution channels for their works to be accessed and monetized by viewers on the platform. With\nglobal demand for short-form storytelling continuing to accelerate, in December 2025, we strategically expanded the application of *GIBO\nCreate* to the short-form video and short dramas industry to broaden its exposure to larger and faster-growing segments of the digital\nentertainment market.\n\n \n\n**Organization**\n\n \n\nThe\nCompany was incorporated as an exempted company with limited liability under the laws of the Cayman Islands on June 19, 2024. The Company\nhas no substantive operations other than holding all of the outstanding share capital of (1) Bukit Jalil Global Acquisition 1 Ltd. (the “BUJA”) is a company incorporated in the Cayman Islands on\nSeptember 15, 2022, and (2)\nGlobal IBO Group Limited (“GIBO Group”), an exempted company with limited liability under the laws of the Cayman Islands\non September 5, 2023, and (3) GIBO International Limited (“GIBO International”), a limited liability company formed under\nthe laws of Samoa on November 29, 2023, and (4) Hong Kong Daily Group Supply Chain Limited (“Hong Kong Daily”) was incorporated as a limited liability\ncompany under the laws of Hong Kong on December 22, 2017, GIBO IBO AI Technology Limited (“GIBO AI”) was incorporated as a\nlimited liability company under the laws of Cayman Islands on September 5, 2023. Hong Kong Daily and GIBO AI are primarily engaged in\ndevelop AI technology to generate user content into AI scripts, images, voices and animation for its global users.\n\n \n\nGIBO,\nBUJA, GIBO Group, and GIBO International are currently not engaging in any active business operations and merely\nacting as holding companies.\n\n \n\n**Reorganization**\n\n \n\nOn\nDecember 29, 2023, a reorganization took place, consolidating GIBO Group, GIBO AI, GIBO International, and Hong Kong Daily under common\nownership. Before the reorganization, Hong Kong Daily was owned by 92 shareholders. The reorganization involved:(1) Transfer of 100%\nownership in Hong Kong Daily to GIBO Group and its subsidiaries for a nominal fee of HK$1.00. (2) This created a unified corporate structure,\nwith the same 92 shareholders retaining control both before and after the reorganization.\n\n \n\nIn\naccordance with ASC 805-50-45-5 and ASC 805-50-15-6, the restructuring of the business’s legal structure did not change the reporting\nentities under common control and is considered not to have resulted in any changes to the economic substance of the controlling financial\ninterest in ownership or the business. As a result, the reorganization is considered under common control and thus the current capital\nstructure has been retroactively presented in prior periods as if such structure existed at that time. In accordance with ASC 805-50-45-5,\nthe entities under common control are presented on a consolidated basis for all periods to which such entities were under common control.\nSince all of the subsidiaries were under common control for the entirety of the fiscal years ended December 31, 2023 and 2022, the results\nof these subsidiaries are included in the consolidated financial statements for both periods. The consolidation of the GIBO Group and\nits subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become\neffective as of the beginning of the first period presented in the accompanying consolidated financial statements. Results of operations\nfor the periods presented comprise those of the previously separate entities consolidated from the beginning of the period to the end\nof the period, eliminating the effects of intra-entity transactions.\n\n \n\nF-7\n\n \n\n \n\n**GIBO\nHOLDINGS LIMITED AND ITS SUBSIDIARIES**\n\n****\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Amounts\nin U.S. Dollars, except for number of shares)**\n\n \n\nThe\nCompany was formed solely for the purpose of completing the transactions contemplated by the Business Combination Agreement, dated August\n5, 2024 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”),\nby and among GIBO Holdings Limited, an Cayman Islands exempted company limited by shares (“GIBO”), BUJA, GIBO Merger Sub\n1 Limited, a Cayman Islands exempted company limited by shares (“Merger Sub I”), GIBO Merger Sub 2 Limited, a Cayman Islands\nexempted company limited by shares (“Merger Sub II”), and Global IBO Group Limited, a Cayman Islands exempted company limited\nby shares (“GIBO Group”), pursuant to which, among other things, (i) Merger Sub I will merge with and into GIBO Group , with\nGIBO Group as the surviving entity and a wholly-owned subsidiary of GIBO (the “First Merger”), and (ii) following the First\nMerger, Merger Sub II will merge with and into BUJA, with BUJA as the surviving entity and a wholly-owned subsidiary of GIBO (the “Second\nMerger,” and together with the First Merger and the other transactions contemplated by the Business Combination Agreement, the\n“Business Combination”). Upon the consummation of the Business Combination, each of BUJA and GIBO Group will become a subsidiaries\nof GIBO.\n\n \n\nOn\nMay 8, 2025, we consummated the Business Combination pursuant to the Business Combination Agreement. As a result of the Business Combination,\neach of BUJA and GIBO became a subsidiary of GIBO Holdings Limited. BUJA’s shareholders and GIBO’s shareholders received\nour Class A Ordinary Shares, except that certain founders of GIBO received our Class B Ordinary Shares as consideration of the Business\nCombination.\n\n \n\nThe\nConsolidated financial statements of the Company include the following entities:\n\n SCHEDULE OF ENTITIES INCLUDED IN CONSOLIDATED FINANCIAL STATEMENTS\n\nName\nof the entity\n \nDate\nof\n\nincorporation\n \nPlace\nof\n\nincorporation\n \nOwnership\n \n \nPrincipal\nactivities\n\nGIBO\n \nJune\n19, 2024\n \nCayman\nIslands\n \n \nParent,\n100\n%\n \nInvestment\nholding\n\nBUJA\n \nSeptember\n15, 2022\n \nCayman\nIslands\n \n \n100\n%\n \nInvestment\nholding\n\nGIBO\nGroup\n \nSeptember\n5, 2023\n \nCayman\nIslands\n \n \n100\n%\n \nInvestment\nholding\n\nGIBO\nAI\n \nSeptember\n5, 2023\n \nCayman\nIslands\n \n \n100\n%\n \nAI\nAnimation\n\nGIBO\nInternational\n \nNovember\n29, 2023\n \nSAMOA\n \n \n100\n%\n \nInvestment\nholding\n\nHong\nKong Daily\n \nDecember\n22, 2017\n \nHong\nKong\n \n \n100\n%\n \nAI\nAnimation\n\n \n\n**Reverse\nRecapitalization**\n\n** **\n\nFollowing\nthe consummation of the transaction with GIBO Group and BUJA as wholly-owned subsidiaries of the Company, and the outstanding shares\nof GIBO Group and BUJA being converted into the right to receive ordinary shares of the Company, the combined company retained its name\nas “GIBO Holdings Limited.” No goodwill or intangible assets were recorded following the consummation of the transaction.\n\n \n\nF-8\n\n \n\n \n\n**GIBO\nHOLDINGS LIMITED AND ITS SUBSIDIARIES**\n\n****\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Amounts\nin U.S. Dollars, except for number of shares)**\n\n \n\n**NOTE\n2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n**Basis\nof Presentation**\n\n \n\nThe\naccompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the\nUnited States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission\n(“SEC”) and have been consistently applied.\n\n \n\n**Principles\nof consolidation**\n\n \n\nThe\naccompanying Consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company\ntransactions and balances among the Company and its subsidiaries are eliminated upon consolidation. The results of subsidiaries acquired\nor disposed of are recorded in the Consolidated statements of operations from the effective date of the acquisition or up to the effective\ndate of the disposal, as appropriate.\n\n \n\nA\nsubsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power, or (ii) the Company\nhas the power to appoint or remove the majority of the members of the board of directors or to cast a majority of votes at the meetings\nof the board of directors or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement\namong the shareholders or equity holders.\n\n \n\n**Going\nConcern**\n\n \n\nThe\naccompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates\nthe realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.\n\n \n\nAs\nof December 31, 2025, the Company had net current liabilities of $1,165,924, accumulated deficit of $281,200,841, incurred a net loss\nof $231,910,985, and had net cash used in operating activities of $121,390,036 for the years ended December 31, 2025.\n\n \n\nIn\nJanuary 2026, the Company entered into a Committed Credit Facility Agreement with Roths Investment Bank P.L.C. in an aggregate principal\namount of up to $5,000,000 with fixed interest rate of 8% per annum and repayment maturity date by December 31, 2028. The Company will\nbe able to support its continuous operations and to meet its payment obligations as and when liabilities fall due within the next twelve\nmonths from the balance sheet date and the date of consolidated financial statements for the financial year ended December 31, 2025.\nAccordingly, the Company’s consolidated financial statements are prepared on a going concern basis, which assumes that the Company\nwill continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities\nin the normal course of operations as they fall due. In the event the Company will not be able to continue as a going concern, adjustments\nwill have to be made to reflect the situation that assets will need to be realised other than in the amounts at which they are currently\nrecorded in the consolidated balance sheets. In addition, the Company may have to provide for further liabilities that might arise and\nto reclassify non-current assets and liabilities as current assets and liabilities.\n\n \n\nF-10\n\n \n\n \n\n**GIBO\nHOLDINGS LIMITED AND ITS SUBSIDIARIES**\n\n****\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Amounts\nin U.S. Dollars, except for number of shares)**\n\n \n\n**Uses\nof estimates**\n\n \n\nIn\npreparing the Consolidated financial statements in conformity U.S. GAAP, the management makes judgements, estimates and assumptions that\naffect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions\nare based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results\nof which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other\nsources. Significant accounting estimates reflected in the Consolidated financial statements include, but are not limited to, useful\nlives of property and equipment and intangible assets, and the recoverability of long-lived assets. Actual results could differ from\nthose estimates.\n\n \n\n**Risks\nand Uncertainties**\n\n \n\nThe\nmain operations of the Company are located in Hong Kong and Cayman Islands. Accordingly, the Company’s business, financial condition,\nand results of operations may be influenced by changes in political, economic, social, regulatory, and legal environments in Hong Kong\nand Cayman Islands, as well as by the general state of the economy in Hong Kong and Cayman Islands. Although the Company has not experienced\nlosses from these situations and believes that it complies with existing laws and regulations, including its organization and structure\ndisclosed in Note 1, this may not be indicative of future results.\n\n \n\nThe\nCompany’s business, financial condition, and results of operations may also be negatively impacted by risks related to natural\ndisasters, extreme weather conditions, health epidemics, and other catastrophic incidents, which could significantly disrupt the Company’s\noperations.\n\n \n\n**Cash**\n\n \n\nCash\nincludes currency on hand and deposits held by banks that can be added or withdrawn without limitation. As of December 31, 2025 and 2024,\ncash balance amounted to $402,736 and $86,750 respectively. The Company has not experienced any losses in such accounts. Management believes\nthat the Company is not exposed to any significant credit risk on cash and bank deposits.\n\n \n\n**Deferred\noffering costs**\n\n \n\nThe\nCompany complies with the requirement of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A —\n“Expenses of Offering”. Deferred offering costs consist of underwriting, legal, and other expenses incurred through the\nbalance sheet date that are directly related to the intended IPO. Deferred offering costs will be charged to shareholders’\nequity upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses\nto be incurred, will be charged to operations. Deferred initial public offering costs amounted to Nil and\n$1,609,714 as\nof December 31, 2025 and 2024, respectively.\n\n \n\n**Property\nand equipment, net**\n\n \n\nProperty\nand equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment are provided using the straight-line\nmethod over the estimated useful lives of the assets as follows:\n\n SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES\n\n  \nUseful life\n\nServers and network equipment \n10 years\n\nOffice equipment \n3-5 years\n\n \n\nF-11\n\n \n\n** **\n\n**GIBO\nHOLDINGS LIMITED AND ITS SUBSIDIARIES**\n\n****\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Amounts\nin U.S. Dollars, except for number of shares)**\n\n** **\n\nExpenditures\nfor maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures\nfor major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated\ndepreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated\nstatements of operations.\n\n \n\n**Intangible\nasset, net**\n\n \n\nThe\nCompany’s intangible assets primarily consist of purchased computer software and applications used in conducting the Company’s\nAI animation business. Intangible assets are carried at cost less accumulated amortization and any recorded impairment. The\nCompany amortizes its intangible assets over the estimated useful lives of three years using a straight-line method (see\nNote 4).\n\n** **\n\n**Impairment\nof long-lived Assets**\n\n \n\nLong-lived\nassets with finite lives, primarily property and equipment and intangible assets, are reviewed for impairment whenever events or\nchanges in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the\nuse of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired\nand written down to its fair value. Fair value is determined through various valuation techniques including discounted cash flow\nmodels, quoted market values and third party independent appraisals, as considered necessary. Impairments of the Company’s\nlong-lived assets amounted to $99,131,667,\nNil, Nil\nas of December 31,2025, 2024 and 2023, respectively.\n\n \n\nAs of December 31, 2025, the Company recognized an impairment loss of $99 million in respect of its property and\nequipment. The impairment was primarily attributable to rapid technological advancements in the AI compute industry, including the shift\ntoward more efficient AI architectures and significant pricing compression, which collectively accelerated the economic obsolescence of\nthe affected assets. Based on the recoverability assessment under ASC 360-10-35 and fair value estimation under ASC 820, management determined\nthat the carrying amount of the long-lived Assets was not recoverable, and accordingly, a full impairment was recorded for the year ended\nDecember 31, 2025.\n\n \n\n**Warrants**\n\n \n\nThe Company accounts for warrants in accordance with\nASC 815, Derivatives and Hedging—Contracts in Entity’s Own Equity, which requires an evaluation of whether such instruments\nshould be classified as equity or liabilities.\n\nIn making this determination, the Company assesses\nwhether the warrants are indexed to its own stock and whether they meet the conditions for equity classification, including whether the\nwarrants may require cash settlement and whether they will be settled in a fixed number of shares.\n\n \n\nBased on this evaluation, the Company has concluded\nthat the warrants qualify for equity classification under ASC 815-40. Each warrant entitles the holder to purchase one ordinary share\nat a fixed exercise price of $11.50 per share, subject only to customary anti-dilution and reorganization adjustments. The warrants therefore\nmeet the “fixed-for-fixed” criterion, as they provide for settlement in a fixed number of shares for a fixed exercise price.\n\nThe warrants are settled through the issuance of ordinary\nshares, including through cashless exercise, and do not contain provisions that could require net cash settlement. The Company is not\nobligated to settle the warrants in cash under any circumstances.\n\n \n\nFurthermore, the warrant agreements do not contain\nprovisions that would result in settlement based on a variable number of shares or variable consideration, nor do they include holder\nredemption rights or other features that could obligate the Company to transfer cash or other assets.\n\nAccordingly, the warrants are classified as equity\ninstruments and recorded within additional paid-in capital at issuance. The warrants are not subsequently remeasured, and no gains or\nlosses are recognized in the consolidated statements of operations.\n\n \n\nThe Company reassesses the classification of the warrants\nat each reporting date to confirm that the conditions for equity classification continue to be satisfied.\n\n \n\n**Leases**\n\n \n\nThe\nCompany leases office space, which is classified as operating leases in accordance with ASC 842. Under ASC 842, lessees are required\nto recognize the following for all leases (with the exception of short-term leases, usually with an initial term of 12 months or less)\non the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured\non a discounted basis; and (ii) right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to\nuse, or control the use of, a specified asset for the lease term.\n\n \n\nAt\nthe commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted\nusing the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing\nrate for the same term as the underlying lease. The ROU asset is recognized initially at cost, which primarily comprises the initial\namount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives\nreceived. All ROU assets are reviewed for impairment annually. There was no impairment for ROU lease assets as of December 31,2025,\n2024 and 2023(see Note 5).\n\n \n\n**Segment\nreporting**\n\n \n\nAn\noperating segment is a component of the Company that engages in business activities from which it may earn revenue and incur expenses,\nand is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief\noperating decision maker (the “CODM”) in order to allocate resources and assess the performance of the segment.\n\n \n\nIn\naccordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial\ninformation is available that is evaluated regularly by the CODM or decision-making group, in deciding how to allocate resources and\nin assessing performance. The Company uses the “management approach” in determining reportable operating segments. The management\napproach considers the internal organization and reporting used by the Company’s CODM for making operating decisions and assessing\nperformance as the source for determining the Company’s reportable segments. Management, including the CODM, reviews operating\nresults by the operating activities. Based on management’s assessment, the Company has determined that it has only one operating\nsegment as defined by ASC 280.\n\n \n\nWe concluded that we had one reportable segment under ASC 280 because our operating activities is focus on research\nand development of AI- powered content production and streaming platform. Each of our subsidiaries is operated under the same senior management\nof our company, and we view the operations as a whole for making business decisions. Our long-lived assets are mainly property, plant\nand equipment located in the Malaysia for research and development purposes.\n\n \n\nF-12\n\n \n\n \n\n**GIBO\nHOLDINGS LIMITED AND ITS SUBSIDIARIES**\n\n****\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Amounts\nin U.S. Dollars, except for number of shares)**\n\n \n\n**Fair\nvalue of financial instruments**\n\n \n\nFair\nvalue is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between\nmarket participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The\nhierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of\ninputs used to measure fair value are as follows:\n\n \n\n \n●\nLevel\n1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.\n\n \n\n \n●\nLevel\n2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted\nmarket prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable\nand inputs derived from or corroborated by observable market data.\n\n \n \n \n\n \n●\nLevel\n3 — inputs to the valuation methodology are unobservable.\n\n \n\nUnless\notherwise disclosed, the fair value of the Company’s financial instruments, including cash, other current assets, due to related\nparties and accrued expenses and other current liabilities approximate the fair value of the respective assets and liabilities as of\nDecember 31, 2025 and 2024 based upon the short-term nature of the assets and liabilities.\n\n \n\n**Revenue\nrecognition**\n\n \n\nThe\nCompany adopted Accounting Standards Codification (“ASC”) 606 using the modified retrospective approach.\n\n \n\nThe\nCompany recognize revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The\ncore principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services\nto customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.\nThe following five steps are applied to achieve that core principle:\n\n \n\nStep\n1: Identify the contract with the customer\n\n \n\nStep\n2: Identify the performance obligations in the contract\n\n \n\nStep\n3: Determine the transaction price\n\n \n\nStep\n4: Allocate the transaction price to the performance obligations in the contract\n\n \n\nStep\n5: Recognize revenue when the company satisfies a performance obligation\n\n \n\nThese\ncriteria as they relate to each of the following major revenue generating activities are described below.\n\n \n\nThe\nCompany sign IT Service Agreement with the customers, to provide a series of services include (i) platform customization and integration\nservices, helping customers to design, modify and integrate functionalities in their own systems, (ii) data migration and content management\nservices, assisting customers in their large-scale data migration and content liability management, and (iii) enterprise-level data security\nservices, providing customers with advanced information security technologies and measures to address data concerns.\n\n \n\nThe\nCompany’s contracts with the customer are fixed price contract and accounts for the revenue generated from providing the services\nto customers on a gross basis as the Company is acting as a principal in these transactions. The Company considers the following indicators\namongst others when determining whether it is acting as a principal in the contract where revenue would be recorded on a gross basis:\n(i) the Company is primarily responsible for arranging the promise to provide the specified services; (ii) the Company has inventory\nrisk before the specified services have been transferred to a customer or after transfer of control to the customer; and (iii) the Company\nhas discretion in establishing the price for the specified services delivered.\n\n \n\nF-13\n\n \n\n \n\n**GIBO\nHOLDINGS LIMITED AND ITS SUBSIDIARIES**\n\n****\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Amounts\nin U.S. Dollars, except for number of shares)**\n\n** **\n\nThe\nCompany’s contracts include distinct performance obligations when the promises are separately identifiable with one another and\nare indicated with standalone selling price. For such arrangements, The Company allocate the transaction price to each performance obligation\nbased on its relative standalone selling price. The Company generally determine the standalone selling prices based on the prices charged\nto customers. Revenues are recognized at overtime when the service deliverables are completed and achieve the requirements of the customers.\n\n \n\nThe\nCompany has generated operating revenues amounted to Nil,\n$30,000,000\nand Nil for the years ended December 31, 2025, 2024 and 2023, respectively.\n\n** **\n\nContract\nbalances\n\n \n\nContract\nassets relate to the Company’s right to consideration for performance obligations satisfied but not billed and consist of unbilled\nreceivables. Contract liabilities relate to customer payments received in advance of satisfaction of performance obligations under the\ncontract. Contract balances are classified as assets or liabilities on a contract-by-contract basis at the end of each reporting period.\nThere are no contract assets and liabilities as of December 31, 2025 and 2024.\n\n** **\n\n**Research\nand development costs**\n\n \n\nThe\nCompany’s research and development (“R&D”) activities primarily relate to the development of AI animation technology,\napplication, modules and optimization and implementation of its websites and mobile apps to improve their performance. With global demand for short-form storytelling continuing to accelerate, in December 2025, we strategically expanded\nthe application of GIBO Create to the short-form video and short dramas industry to broaden its exposure to larger and faster-growing\nsegments of the digital entertainment market. Research and development\ncosts are expensed as incurred. Research and development expenses included in operating costs amounted to $117,800,000, $49,032,968\nand $11,326,463 for the year ended December 31, 2025, 2024 and 2023, respectively.\n\n \n\n**Earnings\n(loss) per Share**\n\n \n\nThe\nCompany computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”\n(“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is\nmeasured as net earnings (loss) attributable to ordinary shareholders divided by the weighted average number of ordinary shares\noutstanding during the year. Diluted presents the dilutive effect on a per share basis of potential common shares (e.g., convertible\nsecurities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if\nlater. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per\nshare) are excluded from the calculation of diluted EPS. For the year ended December 31,2025, 2024 and 2023, there were no\ndilutive shares.\n\n \n\n**Statement\nof Cash Flows**\n\n \n\nIn\naccordance with ASC 230, “Statement of Cash Flows”, cash flows from the Company’s operations are formulated based upon\nthe local currencies using the average exchange rate in the period. As a result, amounts related to assets and liabilities reported on\nthe statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.\n\n \n\n**Related\nparties and transactions**\n\n \n\nThe\nCompany identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related\nParty Disclosures” and other relevant ASC standards.\n\n \n\nParties,\nwhich can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control\nthe other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also\nconsidered to be related if they are subject to common control or significant influence.\n\n \n\n**Recent\nAccounting Pronouncements**\n\n \n\nOn\nDecember 14, 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures\n(“ASU 2023-09”). ASU 2023-09 requires that entities disclose specific categories in their rate reconciliation and provide\nadditional information for reconciling items that meet a quantitative threshold. The new standard is effective for the Company beginning\nDecember 15, 2024, with early adoption permitted effective for fiscal years beginning January 1, 2024. The Company is currently evaluating\nthe impact of adopting the standard.\n\n \n\nF-14\n\n \n\n \n\n**GIBO\nHOLDINGS LIMITED AND ITS SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Amounts\nin U.S. Dollars, except for number of shares)**\n\n****\n\n \n\nOn\nNovember 2024, the FASB issued ASU 2024-03, “Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation\nDisclosures, Disaggregation of Income Statement Expenses”, that requires public companies to disclose, in interim and reporting\nperiods, additional information about certain expenses in the financial statements. ASU 2024-03 is effective for annual periods beginning\nafter December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective\non either a prospective basis or retrospective basis. The Company is currently evaluating the impact of adopting the standard.\n\n \n\nOn\nJanuary 6, 2025, the FASB issued ASU 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation\nDisclosures (Subtopic 220-40): Clarifying the Effective Date”, the amendment in this Update clarifies the effective date of Update\n2024-03, which is that public business entities are required to adopt the guidance in annual reporting periods beginning after December\n15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating\nthe impact of adopting the standard.\n\n \n\nIn May 2025, the FASB issued ASU 2025-03, “Business\nCombinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest\nEntity,” which requires an entity involved in an acquisition transaction effected primarily by exchanging equity interests when\nthe legal acquiree is a VIE that meets the definition of a business to consider specific factors to determine the accounting acquirer\nand removes the requirement that the primary beneficiary always is the acquirer for certain transactions. Under the amendments, acquisition\ntransactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar\ntransactions in which the legal acquiree is a voting interest entity. The amendments do not change the accounting for a transaction determined\nto be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree.\nThe new guidance is required to be applied prospectively to any acquisition transaction that occurs after the initial application date.\nThis guidance is effective for the Company for the year ending March 31, 2028. Early adoption is permitted. The Company is evaluating\nthe impact of the adoption of this guidance.\n\n \n\nIn September 2025, the FASB issued ASU 2025-06, Intangibles\n-Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU\n2025-06”). The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous\n“development stage” model and introducing a more judgment-based approach. ASU 2025-06 is effective for annual reporting periods\nbeginning after December 15, 2027 and for interim reporting periods beginning in that fiscal year. The Company is currently evaluating\nthe impact that this update will have on the consolidated financial statements.\n\n \n\nIn November 2025, the FASB issued ASU 2025-08, Financial\nInstruments—Credit Losses (“Topic 326”): Purchased Loans (“ASU 2025-08”). The amendments expand the population\nof acquired loans subject to the gross-up approach, treating non-credit-deteriorated loans (excluding credit cards) as “seasoned”\nif purchased at least 90 days after origination or acquired in a business combination. ASU 2025-08 is effective for annual reporting periods\nbeginning after December 15, 2026 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The\nCompany is currently evaluating the impact that this update will have on the consolidated financial statements.\n\n \n\nRecently issued ASUs by the FASB, except for the ones\nmentioned above, are not expected to have a significant impact on the Company’s consolidated results of operations or financial position.\nOther accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected\nto have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that\nare not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows,\nor disclosures.\n\n \n\n**NOTE\n3 — PROPERTY AND EQUIPMENT, NET**\n\n \n\nProperty\nand equipment, net, consists of the following:\n\n SCHEDULE OF PROPERTY AND EQUIPMENT\n\n  \n\n**As of December 31, 2025**\n  \n\n**As of December 31, 2024**\n \n\nServers and network equipment \n$115,000,000  \n$115,000,000 \n\nOffice equipment \n 47,159  \n 47,159 \n\nSubtotal \n 115,047,159  \n 115,047,159 \n\nLess: accumulated depreciation \n (15,915,492) \n (4,406,061)\n\nLess: impairment loss \n 99,131,667  \n - \n\nProperty and equipment, net \n$-  \n$110,641,098 \n\n \n\nDepreciation\nexpense amounted to $11,509,431,\n$4,377,766 and $9,431\nfor the years ended December 31, 2025, 2024 and 2023, respectively.\n\n \n\nF-15\n\n \n\n \n\n**GIBO\nHOLDINGS LIMITED AND ITS SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Amounts\nin U.S. Dollars, except for number of shares)**\n\n** **\n\n**NOTE\n4 — INTANGIBLE ASSET, NET**\n\n \n\nIntangible\nassets, net, consists of the following:\n\n SCHEDULE OF INTANGIBLE ASSETS\n\n \n \n\n**As of December\n31, 2025**\n\n \n \n\n**As of December\n31, 2024**\n\n****\n\n \n\nSoftware\nand applications\n \n$\n600,000\n \n \n$\n600,000\n \n\nLess:\naccumulated amortization\n \n \n(466,663\n)\n \n \n(266,664\n)\n\nIntangible\nassets, net\n \n$\n133,337\n \n \n$\n333,336\n \n\n \n\nAmortization\nexpense amounted to $199,999,\n$199,998\nand $66,666 for the years ended December 31, 2025, 2024 and 2023, respectively.\n\n \n\nAs\nof December 31, 2025, the estimated future amortization expenses of the intangible assets were as follow:\n\n SCHEDULE OF FUTURE AMORTIZATION EXPENSE\n\n12 months ending December 31, \n\n**Amortization**\n\n**expenses**\n \n\n  \n  \n\n2026 \n$133,337 \n\nTotal \n$133,337 \n\n \n\n**NOTE\n5 –LEASES**\n\n \n\nEffective\non January 1, 2021, the Company adopted Topic 842. At the inception of a contract, the Company determines if the arrangement is, or contains,\na lease. ROU assets represent the Company’s right to use an underlying asset over the lease term and lease liability represent\nthe Company’s obligation to make lease payments derived from the lease.\n\n \n\nOperating\nlease ROU asset and liability are recognized at commencement date based on the present value of lease payments over the lease terms.\nRent expense is recognized on a straight-line basis over the lease terms.\n\n \n\nBalance\nsheet information related to operating leases ROU assets and lease liabilities is as follows:\n\n SCHEDULE OF OPERATING LEASES ROU ASSETS AND LEASE LIABILITIES\n\n  \n2025  \n2024 \n\n  \nAs of December 31, \n\n  \n2025  \n2024 \n\nOperating lease right-of-use asset \n$444,119  \n$343,509 \n\nOperating lease right-of-use asset- accumulated amortization \n (359,424) \n (304,946)\n\nOperating lease right-of-use asset, net \n 84,695  \n 38,563 \n\n  \n    \n   \n\nLease liability, current \n 31,373  \n 38,563 \n\nLease liability, non-current \n 71,922  \n - \n\nTotal lease liability \n$103,295  \n$38,563 \n\n \n\nThe\nweighted average remaining lease terms and discount rates for the operating lease as of December 31, 2025 and 2024 are as follows:\n\n SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES\n\n  \n\n**December 31,**\n\n**2025**\n  \n\n**December 31,**\n\n**2024**\n \n\nRemaining lease term and discount rate: \n    \n   \n\nWeighted average remaining lease term (years) \n 2.5  \n 0.5 \n\nWeighted average discount rate \n 5.28% \n 5.28%\n\n \n\nF-16\n\n \n\n \n\n**GIBO\nHOLDINGS LIMITED AND ITS SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Amounts\nin U.S. Dollars, except for number of shares)**\n\n \n\nFor\nthe years ended December 31, 2025, 2024 and 2023, the Company reported total operating lease expenses of $57,588, $77,976 and $77,976, respectively.\n\n \n\nThe\nfollowing table summarizes the maturity of operating lease liability and future minimum payments of operating leases as of December 31,\n2025:\n\n SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES\n\n  \nAmounts \n\nYear ending December 31, \n   \n\n2026 \n 36,000 \n\n2027 \n 36,000 \n\n2028 \n$39,600 \n\n  \n   \n\nTotal future minimum lease payments \n 111,600 \n\nLess: imputed interest \n (8,305)\n\nPresent value of operating lease liability \n$103,295 \n\nLess: current portion \n (31,373)\n\nLong-term portion \n (71,922)\n\n \n\n**NOTE\n6 – LOAN FROM THIRD PARTIES**\n\n \n\nAs\nof December 31,2025 and 2024, the Company had entered into three loan agreements with third party amounted to $3,149,728\nand $105,252, was non-trade in nature and unsecured, used for working capital during the Company’s normal course of business.\nSuch loan was 3%\nper annum interest rate bearing and due after year 2027.\n\n \n\n**NOTE\n7 — RELATED PARTY TRANSACTIONS**\n\n \n\n**a.\nNature of relationships with related parties**\n\n SCHEDULE OF NATURE OF RELATIONSHIPS WITH RELATED PARTIES\n\nName\n \nRelationship\nwith the Company\n\nMr.\nLim Chun Yen\n \nChairman\nof Board of Directors of the Company\n\nMs.\nHung Kwan Chen\n \nChief Financial Officer of the Company\n\nMr.\nKueh Jing Tuang\n \nDirector, Chief Executive Officer and Chief Technology Officer of the Company\n\nMs. Chia Li Noi\n\n \nIndependent Director of the Company\n\nMr. Ban Soon Hoe\n \nIndependent\nDirector of the Company\n\nMs. Ooi Bee Lian\n\n \nDirector of the Company\n\nBukit Jalil Global Investment Ltd.\n \nShareholder of the Company\n\nGeneral\nAnalytics Limited\n \nShareholder\nof the Company\n\nBillion\nStart Enterprise Limited\n \nShareholder\nof the Company\n\nChinese\nTop Asset Management Holdings Limited\n \nShareholder\nof the Company\n\nDragon\nHuge Development Limited\n \nShareholder\nof the Company\n\nTreasure\nNice Investment Limited\n \nShareholder\nof the Company\n\nPrime\nKing Investment Limited\n \nShareholder\nof the Company\n\nStand\nBest Creation Limited\n \nShareholder\nof the Company\n\n \n\n**b.\nServices received from related parties**\n\n \n\nServices\nreceived from related parties consists of the following:\n\n SCHEDULE OF SERVICE RECEIVED FROM RELATED PARTIES\n\nName \n2025  \n2024 \n \n \n \n \n\n  \nFor the years ended December 31,\n \n\nName \n2025  \n2024 \n \n**2023**\n \n\nChinese Top Asset Management Holdings Limited \n$-  \n$115,000,000 \n \n$\n-\n \n\nBillion Start Enterprise Limited \n -  \n 19,000,000 \n \n \n-\n \n\nDragon Huge Development Limited \n 6,800,000  \n 13,000,000 \n \n \n-\n \n\nTreasure Nice Investment Limited \n -  \n 9,000,000 \n \n \n-\n \n\nTotal Services received from related parties \n$6,800,000  \n$156,000,000 \n \n \n-\n \n\n \n\nF-17\n\n \n\n \n\n**GIBO\nHOLDINGS LIMITED AND ITS SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Amounts\nin U.S. Dollars, except for number of shares)**\n\n \n\n**c.\nDues to related parties**\n\n \n\nDues\nto related parties consists of the following:\n\n SCHEDULE OF DUES TO RELATED PARTIES\n\nName \n2025  \n2024 \n\n  \nAs of December 31, \n\nName \n2025  \n2024 \n\n  \n   \n  \n\nChinese Top Asset Management Holdings Limited \n$21,800,000  \n$21,800,000 \n\nBukit Jalil Global Investment Ltd. \n 1,920,924  \n - \n\nMr. Lim Chun Yen \n 1,085,867  \n 1,041,846 \n\nMs. Hung Kwan Chen \n 659,707  \n 590,223 \n\nMr. Kueh Jing Tuang \n 388,184  \n 466,292 \n\nGeneral Analytics Limited \n 233,300  \n 233,300 \n\nMs. Chia Li Noi \n 2,000  \n - \n\nMr. Ban Soon Hoe \n 2,000  \n - \n\nMs. Ooi Bee Lian \n 2,000  \n - \n\nPrime King Investment Limited \n -  \n 5,000 \n\nTotal due to related parties \n$26,093,982  \n$24,136,661 \n\n \n\nAs\nof December 31,2025 and 2024, the balance of due to related parties exclude Chinese Top Asset Management Holdings Limited was comprised\nof advance from the Company’s related parties and was non-trade in nature and unsecured, used for working capital during the Company’s\nnormal course of business. Such advance was non-interest bearing and due on demand.\n\n \n\nOn\nNovember 11, 2024, the Company entered into an equipment purchase agreement with a related party supplier, Chinese Top Asset Management\nHoldings Limited (“CTA”), to purchase a set of equipment from CTA with an aggregate purchase price of $51.8 million. On November\n25, 2024, the Company notified the Customer Grand Harvest Corporation Limited to directly pay $30 million on behalf of the Company to\nCTA in order to speed up settlement process and streamlines cash flow management of each party. As a result, the balance of CTA was $21,800,000\nas of December 31, 2025 and 2024.\n\n \n\n**d.\nLoan from related parties**\n\n \n\nLoan\nfrom related parties consists of the following:\n\n SCHEDULE OF LOAN FROM RELATED PARTIES\n\nName \n2025  \n2024 \n\n  \nAs of December 31, \n\nName \n2025  \n2024 \n\nPrime King Investment Limited \n$43,012,106  \n$1,007,106 \n\nStand Best Creation Limited \n 71,097,631  \n 56,800 \n\nTotal loan from related parties \n$114,109,737  \n$1,063,906 \n\n \n\nAs\nof December 31,2025 and 2024, the balance of loan from related parties was comprised of loan from the Company’s related parties\nand was non-trade in nature and unsecured, used for working capital during the Company’s normal course of business. Such loan was\n3% or 5% per annum interest rate bearing and due after year 2027.\n\n \n\n**NOTE\n8 — SHAREHOLDERS’ EQUITY**\n\n \n\n**Ordinary\nshares**\n\n \n\nThe\nCompany was incorporated as an exempted company with limited liability under the laws of the Cayman Islands on June 19, 2024.\n\n \n\nUpon\nconsummation of the Business Combination, there were 530,404,830 Class A ordinary shares, 194,963,156 Class B ordinary shares and 2,873,741\nwarrants to purchase Class A ordinary shares issued and outstanding.\n\n \n\nAugust\n6, 2025, the Company’s shareholders approved to implement a two hundred (200)-for-one (1) share consolidation of all of its authorized,\nissued and unissued ordinary shares. After the Share Consolidation, the authorized share capital of the Company is $50,000 divided into\n250,000,000 shares of par value of US$0.0002 each, comprising of 225,000,000 class A ordinary shares, par value US$0.0002 each and 25,000,000\nclass B ordinary shares, par value US$0.0002 each.\n\n \n\nThere\nwere 2,923,225 Class A ordinary shares, 832,172 Class B ordinary shares issued and outstanding as of December 31, 2025.\n\n \n\nF-18\n\n \n\n \n\n**GIBO\nHOLDINGS LIMITED AND ITS SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Amounts\nin U.S. Dollars, except for number of shares)**\n\n \n\n****\n\n****\n\n**NOTE\n9 — COMMITMENTS AND CONTINGENCIES**\n\n \n\n**Contingencies**\n\n \n\nFrom\ntime to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated\nwith these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss\ncontingencies are expensed as incurred. The Company’s management does not expect any liability from the disposition of such claims\nand litigation individually or in the aggregate to have a material adverse impact on the Company’s Consolidated financial position,\nresults of operations and cash flows.\n\n \n\n**NOTE\n10 — SUBSEQUENT EVENTS**\n\n \n\nSubsequent to the balance sheet date, on January 1, 2026, the Company agreed with Roths Investment Bank P.L.C. to\nenter an unsecured committed credit facility in an aggregate principal amount of up to $5,000,000 with fixed interest rate of 8% per annum\nand repayment maturity date by December 31, 2028.\n\n \n\nOn January 27, 2026, The Company agreed with Prime King Investment Limited to settle the total amount loan\nby the way of issuance of 25,153,750 Class A ordinary shares of the Company at the price of $2.0 per share; and agreed with Stand Best\nCreation Limited to settle the total amount loan by the way of issuance of 32,773,000 Class A ordinary shares of the Company at the price\nof $2.0 per share.\n\n \n\nOn\nFebruary 6, 2026, The Company agreed with Chairman of Board of Directors, Mr. Lim Chun Yen, to settle the total amount payables by the\nway of issuance of 2,175,730 Class B ordinary shares of the Company at the price of $0.5 per share; and agreed with Chief Executive Officer\nand Chief Technology Officer, Mr. Kueh Jing Tuang, to settle the total amount payables by the way of issuance of 1,259,744 Class B ordinary\nshares of the Company at the price of $0.5 per share.\n\n \n\nOn\nApril 6, 2026, The Company held an extraordinary general meeting and approved in the increase in our authorized share to US$10,000,000\ndivided into 50,000,000,000 shares, par value US$0.0002 each, comprising (i) 45,000,000,000 Class A ordinary shares, par value US$0.0002\neach and (ii) 5,000,000,000 Class B ordinary shares, par value US$0.0002 each.\n\n \n\nThe\nCompany has performed an evaluation of subsequent events through May 15, 2026, which was the date of the Consolidated financial statements\nwere issued, and determined that no other events that would have required adjustment or disclosure in the Consolidated financial statements.\n\n \n\nF-19"}