M&A - Bukit Jalil Global Acquisition 1 Ltd.

Form Type: 15-12G

Filing Date: 2025-05-20

Corporate Action: Merger

Type: New

Accession Number: 000192998025000448

Filing Summary: On May 8, 2025, Bukit Jalil Global Acquisition 1 Ltd. completed a business combination as outlined in a previously announced agreement. This agreement involved a merger where GIBO HOLDINGS LIMITED acquired GIBO through a first merger, making GIBO a wholly-owned subsidiary. Subsequently, Bukit Jalil Global Acquisition 1 Ltd. was merged into GIBO, with BUJA becoming the surviving entity and a wholly-owned subsidiary of GIBO HOLDINGS LIMITED. As a result of this second merger, all issued and outstanding securities of BUJA were automatically cancelled and replaced with securities of GIBO HOLDINGS LIMITED, as per the terms of the Business Combination Agreement and applicable laws.

Form Type: 425

Filing Date: 2025-05-12

Corporate Action: Merger

Type: New

Accession Number: 000192998025000413

Filing Summary: On May 12, 2025, Bukit Jalil Global Acquisition 1 Ltd. (BUJA) filed a report detailing the completion of a business combination with GIBO Holdings Limited (PubCo) and its subsidiaries. The agreement, originally entered into on August 5, 2024, included two mergers: the First Merger on April 14, 2025, where GIBO became a subsidiary of PubCo, and the Second Merger on May 7, 2025, where BUJA also became a subsidiary of PubCo. Following these transactions, all shareholders of BUJA received PubCo Class A and Class B ordinary shares as consideration. Each Class A share grants one vote, while each Class B share grants twenty votes. This Business Combination prompted BUJA to request the delisting of its securities from Nasdaq, which was initiated on May 8, 2025. The report also included information on the termination of several material agreements и a change in control of BUJA following the consummation of the merger.

Form Type: 8-K

Filing Date: 2025-05-12

Corporate Action: Merger

Type: New

Accession Number: 000192998025000412

Filing Summary: On May 12, 2025, Bukit Jalil Global Acquisition 1 Ltd. completed a business combination with GIBO Holdings Limited. The process began with the signing of a business combination agreement on August 5, 2024, and included two mergers. The first, on April 14, 2025, involved Merger Sub I merging into GIBO, making GIBO a wholly-owned subsidiary of the newly formed PubCo. The second merger occurred on May 7, 2025, where Merger Sub II merged into BUJA, making BUJA a wholly-owned subsidiary of PubCo. Following these mergers, BUJA and GIBO shareholders, with some exceptions, received PubCo Class A ordinary shares, while certain founders received Class B shares. PubCo Class A Ordinary Shares began trading on the Nasdaq under the symbol “GIBO” on May 9, 2025. The business combination led to BUJA's units, ordinary shares, warrants, and rights being delisted from Nasdaq, with a certification planned to deregister its securities under the Exchange Act. Furthermore, several existing agreements of BUJA were terminated, and the company underwent a change in control as it became a wholly-owned subsidiary of PubCo. A press release on May 8, 2025, announced the completion of this business combination.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-12

Corporate Action: Merger

Type: Update

Accession Number: 000192998025000415

Filing Summary: This document serves as the first amendment to the Schedule 13D initially filed on June 30, 2023, regarding the securities of Bukit Jalil Global Acquisition 1 Ltd. (BUJA). The primary purpose of this amendment is to report that the Reporting Persons, Bukit Jalil Global Investment Ltd. and Ms. Chyi Chyi Ooi, no longer beneficially own any Ordinary Shares of the Issuer. This announcement follows a series of corporate transactions including a Business Combination Agreement signed on August 5, 2024. The Business Combination involved BUJA merging with GIBO Holdings Limited and subsequently with itself, resulting in both entities becoming wholly-owned subsidiaries of PubCo. The agreement specified that shareholders of BUJA and GIBO were issued new shares in PubCo as part of the transaction, leading to the cancellation of existing securities held by the Sponsor, which was also underlined in this filing. As of May 8, 2025, the Reporting Persons' ownership of more than 5% of ordinary shares was terminated, making this an exit filing. The document also confirms that no other changes were made to the share ownership by the Reporting Persons in the last sixty days.

Form Type: 10-K

Filing Date: 2025-04-15

Corporate Action: Merger

Type: Update

Accession Number: 000192998025000272

Filing Summary: Bukit Jalil Global Acquisition 1 Ltd. (BUJA), incorporated in the Cayman Islands, focuses on effecting a business combination with one or more businesses. The company's recent announcement includes entering into a Business Combination Agreement with GIBO Holdings Limited and associated entities, leading to a merger where GIBO will become a wholly-owned subsidiary of PubCo. The transaction involves the merger of two entities, BUJA and GIBO, resulting in the approval of various resolutions to effectuate the transaction. Shareholders approved this business combination during an Extraordinary General Meeting. Effective upon the merger, shareholders will receive different classes of shares in PubCo. The company disclosed its financial status, noting no revenue and losses since inception, underscoring reliance on capital from public offerings and private placements for operations. Monthly extension payments have been made to secure the timeline for completing the business combination, reflecting an organized approach to future development and shareholder engagement.

Form Type: 425

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000192998025000201

Filing Summary: On March 31, 2025, Bukit Jalil Global Acquisition 1 Ltd. held an Extraordinary General Meeting in connection with a Business Combination Agreement dated August 5, 2024. This agreement involves a series of mergers whereby GIBO Merger Sub 1 Limited will merge into GIBO Holdings Limited, with GIBO as the surviving entity and a wholly-owned subsidiary of PubCo. Following this, GIBO Merger Sub 2 Limited will merge into Bukit Jalil Global Acquisition 1 Ltd., making BUJA a wholly-owned subsidiary of PubCo. Shareholders approved several proposals, including the continuation of these mergers and various corporate changes related to the restructuring of share capital. Notably, 4,941,322 ordinary shares were eligible to vote, with approximately 65.4% represented at the meeting. The results showed strong approval for the proposed Business Combination and other amendments, with 3,102,031 votes for, 131,240 against, and no abstentions recorded.

Form Type: 8-K

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000192998025000200

Filing Summary: Bukit Jalil Global Acquisition 1 Ltd. held an extraordinary general meeting on March 31, 2025, to discuss and approve a Business Combination involving a merger with GIBO Holdings Limited and related entities. The Business Combination includes two mergers: the first merges GIBO Merger Sub 1 Limited into GIBO, making GIBO a wholly-owned subsidiary of GIBO Holdings, while the second merges BUJA into GIBO Merger Sub 2 Limited, making BUJA a wholly-owned subsidiary of GIBO Holdings. Shareholder proposals related to the Business Combination and corporate restructuring, including an amendment of the articles of association and reclassification of shares, were approved. The meeting recorded a turnout of approximately 65.4% of eligible voters, with results favoring the resolutions overwhelmingly. As of March 27, 2025, 2,832,423 shares were rendered for redemption, indicating shareholder participation in the transaction.

Form Type: NT 10-K

Filing Date: 2025-04-02

Corporate Action: Merger

Type: Notification

Accession Number: 000192998025000192

Filing Summary: Bukit Jalil Global Acquisition 1 Ltd. is unable to file its Annual Report on Form 10-K on time due to the need for additional internal work to gather necessary information. The company is preparing for a business combination with Global IBO Group Ltd., expected to close around April 7, 2025, after which filing the Form 10-K would not be required. If there are delays in this merger, the Form 10-K will be filed by the fifteenth calendar day after the due date. Significant changes in the results of operations are anticipated due to payments related to the business combination and extensions for consummating the deal. Shareholders have previously approved amendments to allow for extensions and changes to redemption limits. The company has made arrangements for monthly extension fees to facilitate these plans.

Form Type: 8-K

Filing Date: 2025-03-27

Corporate Action: Merger

Type: Update

Accession Number: 000192998025000165

Filing Summary: On March 26, 2025, Bukit Jalil Global Acquisition 1 Ltd. (the Company) filed a definitive proxy statement for soliciting proxies in connection with an extraordinary general meeting set for March 31, 2025. This meeting concerns a proposed business combination with Global IBO Group Ltd. The company is seeking shareholder approval for various Business Combination Proposals, including an amendment to extend the deadline for completing their initial business combination to April 30, 2025, facilitated by a Monthly Extension Payment of $100,000 deposited into their trust account. Additionally, an unsecured promissory note of $100,000 was issued to the sponsor of the Company, outlining conditions for repayment and conversion to company units upon consummation of the business combination.

Form Type: DEFA14A

Filing Date: 2025-03-27

Corporate Action: Merger

Type: Update

Accession Number: 000192998025000167

Filing Summary: On March 12, 2025, Bukit Jalil Global Acquisition 1 Ltd. filed a definitive proxy statement for soliciting proxies for an extraordinary general meeting related to a proposed business combination with Global IBO Group Ltd. Shareholder approval is sought for multiple proposals, including the business combination. This Current Report on Form 8-K serves to amend and supplement the prior Proxy Statement by providing details on an extension granted to the company for completing the business combination, which now extends the deadline from March 30, 2025, to April 30, 2025. The extension was triggered by a $100,000 payment deposited into the Trust Account, and the company issued an unsecured promissory note to its sponsor in this regard. The note is convertible into units of the Company. The document emphasizes the significance of careful reading of the Proxy Statement and related filings.

Form Type: DEFM14A

Filing Date: 2025-03-12

Corporate Action: Merger

Type: New

Accession Number: 000192998025000118

Filing Summary: Bukit Jalil Global Acquisition 1 Ltd. has approved a Business Combination Agreement with GIBO Holdings Limited, which involves two merger transactions. The first merger will see Merger Sub I merge with GIBO, making it a wholly-owned subsidiary of GIBO Holdings (PubCo). Following this, Merger Sub II will merge with Bukit Jalil, with Bukit Jalil remaining as a subsidiary of PubCo. Shareholders of Bukit Jalil and GIBO will receive PubCo Class A and Class B ordinary shares as part of this transaction, with a total merger consideration of $8.28 billion. The document outlines details of the transaction, including share conversions, rights, and the timeline for finalizing the merger, projected listing on Nasdaq, and the implications for existing shareholders. Post-merger, Bukit Jalil and GIBO will become subsidiaries of a new public entity, PubCo, with a focus on operations based in Hong Kong. The document also discusses potential regulatory impacts and compliance issues related to Chinese operations, describing various risks that could affect the business post-merger.