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

Overview

Bukit Jalil Global Acquisition 1 Ltd. is a blank check company formed in the Cayman Islands on September 15, 2022, with the purpose of merging with or acquiring a business. 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 consists of one ordinary share, one-half of one warrant, and one right. The company also raised an additional $4.2 million through a private placement of 424,307 units to its sponsor.

Financial Performance

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 September 30, 2024, the company reported a net loss of $323, which consisted of $444,201 in interest and dividend income on investments held in the trust account, offset by $444,524 in operating costs.

For the nine months ended September 30, 2024, the company reported net income of $1,099,944, which consisted of $2,015,165 in interest and dividend income, offset by $915,221 in operating costs. This compares to net income of $354,026 for the nine months ended September 30, 2023, which consisted of $735,583 in interest and dividend income, offset by $384,646 in operating costs.

Liquidity and Capital Resources

As of September 30, 2024, the company had $215,776 in cash available for working capital needs, with the remaining $32.1 million held in the trust account. The company intends to use the net proceeds from the IPO and private placement to acquire a target business and pay related expenses.

However, the company’s cash and working capital as of September 30, 2024 are not sufficient to complete its planned activities to consummate a business combination over the next year. The company has incurred and expects to continue to incur significant professional costs to remain a publicly traded company and to pursue a business combination. Management believes these conditions raise substantial doubt about the company’s ability to continue as a going concern.

To address this, the company’s sponsor has deposited $500,000 into the trust account over the past four months to extend the deadline to complete a business combination from June 30, 2024 to November 30, 2024. The sponsor has the right to convert these extension notes into private units of the company.

Business Combination Agreement

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

Upon completion of the business combination, the company’s shareholders and GIBO’s shareholders (except for certain founders) will receive Class A ordinary shares of the combined company, which is expected to be listed on the Nasdaq. The founders of GIBO will receive Class B ordinary shares, which have 20 votes per share compared to 1 vote per Class A share.

Outlook

The company’s ability to continue as a going concern is dependent on its successful completion of the proposed business combination with GIBO. If the company is unable to complete a business combination within the combination period, its board of directors would proceed to commence a voluntary liquidation and dissolution. Management is working to obtain additional funding from related parties to provide the necessary working capital to carry out its objective of completing a business combination.