BUKIT JALIL GLOBAL ACQUISITION 1 LTD. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024

Overview

Bukit Jalil Global Acquisition 1 Ltd. is a blank check company formed in the Cayman Islands on September 15, 2022. The company’s purpose is to identify and complete a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses.

The company completed its initial public offering (IPO) on June 30, 2023, raising $57.5 million by selling 5.75 million units at $10 per unit. Each unit consisted of one ordinary share, one-half of one redeemable warrant, and one right. Concurrently, the company completed a private placement of 424,307 units to its sponsor for $4.2 million.

Recent Developments

On June 29, 2024, the company’s shareholders approved amendments to the company’s articles of incorporation to:

1. Extend the deadline to complete a business combination from June 30, 2024 to June 30, 2025, with the ability to further extend on a monthly basis.
2. Eliminate the requirement that the company maintain at least $5 million in net tangible assets following redemptions.

In connection with these amendments, 2.82 million shares were redeemed for $30.2 million.

To fund the monthly extensions, the company’s sponsor has provided $100,000 per month in the form of unsecured promissory notes that can be converted into private units of the company.

On August 5, 2024, the company entered into a business combination agreement with GIBO Holdings Limited to acquire Global IBO Group Ltd., a company that provides an AI-powered platform for content creation and distribution. The merger consideration is $8.28 billion.

Results of Operations

The company has not generated any revenue to date, as it has been focused on identifying and evaluating potential acquisition targets. For the three months ended June 30, 2024, the company reported net income of $551,806, consisting of $789,818 in interest and dividend income offset by $238,012 in operating costs. For the six months ended June 30, 2024, the company reported net income of $1,100,267, consisting of $1,570,964 in interest and dividend income offset by $470,697 in operating costs.

Liquidity and Capital Resources

As of June 30, 2024, the company had $54,466 in cash and a working capital deficit of $231,238. The company believes these conditions raise substantial doubt about its ability to continue as a going concern. Management expects to obtain additional funding from related parties to complete the planned business combination.

The company intends to use the net proceeds from the IPO and private placement, held in the trust account, to fund the business combination with GIBO. Any remaining funds will be used as working capital for the combined company.

Critical Accounting Policies

The company’s critical accounting policies include:

• Investments Held in Trust Account: The $61.5 million held in the trust account.
• Warrants: Accounting for warrants as equity or liability instruments.
• Offering Costs: Expensing costs directly related to the IPO.
• Share-Based Compensation: Recognizing expense for equity-classified awards.
• Ordinary Shares Subject to Possible Redemption: Classifying and measuring redeemable ordinary shares.
• Income Taxes: Accounting for income taxes as an exempted Cayman Islands company.

Overall, Bukit Jalil Global Acquisition 1 Ltd. is a blank check company that has made progress towards completing a business combination with GIBO, but faces liquidity challenges that raise substantial doubt about its ability to continue as a going concern.