Analysis of Kheoba Ltd's Redomicile Merger and Investment Value

Based on my research, I will provide you with a comprehensive analysis of the redomicile merger of this OTCQB-listed company and the investment value of Kheoba Ltd.

---

Kheoba Ltd completed its redomicile merger on January 13, 2026 [1]. The key points of this transaction are as follows:

Item	Details
Merger Structure	Merger between Kheoba Corp. (incorporated in Nevada) and its wholly-owned subsidiary KHOB Merge Sub Limited (a British Virgin Islands company)
Surviving Entity	KHOB Merge Sub Limited becomes a wholly-owned subsidiary of Kheoba Ltd
Share Conversion	Each share of common stock of the original Kheoba Corp. is converted into 1 share of Class A common stock of Kheoba Ltd
Trading Ticker	Traded on the OTCQB market under the ticker KHOBF
Effective Listing Date	Effective on January 13, 2026
Ownership Structure	74% of shares are held by Malaysian citizens [1]

• Kheoba Nevada previously registered its stock under Section 12(g) of the Securities Exchange Act
• The Class A common stock of Kheoba Ltd was registered on Form F-4 under the Securities Act of 1933, with the registration becoming effective on December 11, 2025
• Kheoba Nevada expects to file Form 15 to terminate its stock registration and suspend reporting obligations [1]

---

The main expected benefits of the redomicile merger include [2]:

• Long-term reduction in operating, administrative, legal, and accounting costs
• Closer alignment with its international corporate strategy
• Potential regulatory benefits
• Eligibility to become a Foreign Private Issuer, exempt from certain rules under the Exchange Act

For companies primarily operating outside the US, redomiciling to the British Virgin Islands or Cayman Islands can [3]:

• Enhance development capabilities in strictly regulated markets such as China
• Certain markets may informally prefer companies from specific jurisdictions
• Facilitate cross-border M&A and simplify corporate structures

According to research by Oxford Metrica, international companies listed on the OTCQX and OTCQB tiers can obtain [4]:

• Five-fold increase in average trading volume
• Narrower bid-ask spreads
• Increased number of market makers
• 4.7% value creation (compared to 3.3% for OTCQX US issuers)

• Potentially reduced regulatory transparency after redomiciliation
• Possible adjustments to financial reporting requirements
• Investors need to rely more on voluntary disclosures by the company [5]

SEC filings clearly outline the following risks [2]:

• No guarantee that expected benefits will be achieved
• Uncertainty regarding the timing and conditions for transaction completion
• Possible need to postpone or abandon the redomicile transaction

OTCQB-listed companies typically face:

• Limited information transparency
• Low trading volume
• High price volatility
• Potential to be viewed as “penny stocks” by market participants [5]

---

According to SEC filings, Kheoba Corp. is a development-stage company [6]:

Business Area	Details
Core Business	Developing and operating online platforms for private and group adventure travel in the Caucasus Mountains (Georgia) and Tenerife, Spain
Software Services	Sales of customer relationship management (CRM) software for the tourism industry
Revenue Sources	1) Tourism programs (guided tours in Georgia, surfing courses in Tenerife) 2) Software sales

The company is developing an online platform with the following features:

• Multi-day private and group travel bookings
• Guide ranking algorithm (based on professional experience and customer feedback)
• AI-powered travel selection algorithm
• Integrated CRM system for tourism suppliers
• Themed guide services (Georgian wine guides, Georgian cuisine guides, etc.)
• Photo and video sharing function for travel experiences
• 24/7 online customer support

The company is testing the following themed tourism programs:

• Georgian Wine Tours
• Caucasus Mountains Retreat Tours
• Tbilisi Old Town Tours
• Tenerife Wine Tours
• Tenerife Beginner Surf Courses

Based on the latest disclosed financial data [1][6]:

Financial Metric	Fiscal Year 2024	Fiscal Year 2023	First Three Quarters of 2025
Revenue	$41,055	$16,000	$680,057
Net Income	Loss	Loss	$366,644
Retained Earnings	-	-	$322,937
Pretax Income	-	-	$452,488

1. Significant revenue growth trend (156.6% year-over-year growth in 2024)
2. Achieved profitability in the first three quarters of 2025, turning losses into gains
3. As of July 31, 2025, the company still has available net operating loss carryforwards (NOLs) of $43,707

[6]:

• Auditors issued a going-concern opinion in the company’s fiscal year 2024 audit
• This means auditors believe there is substantial uncertainty that the company may not be able to continue as a going concern in the next 12 months
• The company’s ability to continue as a going concern depends on its future ability to generate profits and obtain necessary financing

---

Requirement/Characteristic	Specific Standards
Reporting Requirements	Must report to US regulators such as the SEC or FDIC
Annual Verification	Must pass annual verification and certification
Price Test	Must meet the $0.01 bid price test
Bankruptcy Restriction	Must not be in bankruptcy
Shareholder Requirements	At least 50 beneficial shareholders, each holding at least 100 shares
Public Float	Public float must exceed 10% of issued shares
Annual Fees	$15,600, plus a one-time application fee of $5,000 [5]

Market Tier	Regulatory Stringency	Suitable Company Type
OTCQX	Most Stringent	Mature, reputable companies
OTCQB	Moderate	Growth-stage companies and international companies
OTC Pink	Least Stringent	Small or distressed companies

Risk Type	Risk Level	Explanation
Liquidity Risk	High	Low trading volume, wide bid-ask spreads
Price Volatility Risk	High	Significant intraday fluctuations possible
Information Transparency Risk	Medium-High	Disclosure requirements are lower than major exchanges
Regulatory Risk	Medium	Relatively less regulatory protection
Execution Risk	Medium	Possible delays in order execution
Company-Specific Risk	High	Early-stage development company [5]

---

1. Innovative Business Model
   : Adventure tourism platform integrated with AI and CRM systems
2. Rapid Revenue Growth
   : Revenue reached $680,057 in the first three quarters of 2025, representing significant growth
3. Profitability Achieved
   : Successfully turned losses into profits in 2025, with net income of $366,644
4. Geographic Advantages
   : Georgia’s tourism industry is growing rapidly, with rich adventure resources in the Caucasus Mountains
5. Completed Redomiciliation
   : Improved compliance, potential for long-term operating cost reduction

1. Going-Concern Doubts
   : Auditors have raised substantial doubts about the company’s going-concern ability
2. Early Development Stage
   : The company has not yet established a mature business track record
3. Limited Market Size
   : The target niche market is relatively small in scale
4. OTCQB Liquidity
   : Lower liquidity compared to major exchanges
5. Limited Management Team Information
   : Limited disclosure of management team backgrounds in public information
6. Intense Competition
   : The online travel platform market is highly competitive

Investor Type	Assessment Recommendation
Risk-Tolerant Investors	May consider a small position allocation
Conservative Investors	Recommended to avoid
Institutional Investors	Generally not suitable
Retail Investors	Exercise caution, only for those with high risk tolerance

1. Position Management
   : If deciding to invest, it is recommended that the position does not exceed 1-2% of the total investment portfolio
2. Due Diligence
   : Conduct in-depth research on the company’s management team, industry competitive landscape, and growth strategy
3. Risk Monitoring
   : Closely track the company’s financial reports and business development progress
4. Long-Term Perspective
   : Given the company’s early development stage, prepare for long-term holding
5. Liquidity Considerations
   : Understand potential liquidity restrictions of this stock

---

[1] Investing.com - “Kheoba Ltd completes redomicile merger, begins trading as OTCQB:KHOBF” (https://www.investing.com/news/sec-filings/kheoba-ltd-completes-redomicile-merger-begins-trading-as-otcqbkhobf-93CH-4450841)

[2] SEC.gov - “Risks Relating to the Redomicile Merger” (https://www.sec.gov/Archives/edgar/data/1413263/000121390021030607/ea142073-def14a_chinajojo.htm)

[3] Nasdaq - “Pros and Cons of Redomiciling vs. Cross-Listing” (https://www.nasdaq.com/articles/pros-and-cons-of-redomiciling-vs-cross-listing)

[4] Oxford Metrica - “OTC markets strengthened by regulation change” (https://www.otcmarkets.com/files/OxfordMetricaOTCMarketsJuly2022Final.pdf)

[5] Investopedia - “OTCQB Venture Market: Key Facts and Benefits for Stock” (https://www.investopedia.com/terms/o/otcqb.asp)

[6] SEC.gov - Kheoba Corp. Form 10-K (https://www.sec.gov/Archives/edgar/data/1909770/000147793225000026/kheo_10k.htm)

---

: This analysis is for reference only and does not constitute investment advice. Stocks listed on the OTCQB market are high-risk securities. Investors should conduct independent due diligence and consult a professional financial advisor. Investment involves risks; please proceed with caution.