M&A - Bukit Jalil Global Acquisition 1 Ltd.

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.

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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.

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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.

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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.

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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.

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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.

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