Filing Details
- Accession Number:
- 0001929980-25-000415
- Form Type:
- 13D Filing
- Publication Date:
- 2025-05-11 20:00:00
- Filed By:
- BUKIT JALIL GLOBAL INVESTMENT LTD.
- Company:
- Bukit Jalil Global Acquisition 1 Ltd.
- Filing Date:
- 2025-05-12
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| BUKIT JALIL GLOBAL INVESTMENT LTD. | 0 | 0 | 0 | 0 | 0 | 0% |
| Chyi Chyi Ooi | 0 | 0 | 0 | 0 | 0 | 0% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
BUKIT JALIL GLOBAL ACQUISITION 1 LTD (Name of Issuer) |
Ordinary Share, par value $0.0001 per share (Title of Class of Securities) |
G1676M105 (CUSIP Number) |
Seck Chyn "Neil" Foo 31-1 TAMAN MIHARJA PHASE 3B, JALAN 3/93, 2 1/2 MILES, CHERAS KUALA LUMPUR, N8, 55200 60391339688 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/08/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | G1676M105 |
| 1 |
Name of reporting person
BUKIT JALIL GLOBAL INVESTMENT LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | G1676M105 |
| 1 |
Name of reporting person
Chyi Chyi Ooi | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MALAYSIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Ms. Chyi Chyi Ooi is the sole director and sole shareholder of Bukit Jalil Global Investment Ltd. (the "Sponsor" and together with Ms. Chyi Chyi Ooi, the "Reporting Persons"), a Cayman Islands exempted company and therefore holds voting and dispositive control over the securities held by the Sponsor.
This amendment No. 1 (the "Amendment") to the Schedule 13D is filed to amend and supplement the statement on Schedule 13D, initially filed with the Securities and Exchange Commission (the "SEC") on June 30, 2023 (the "Schedule 13D").
This Amendment is being jointly filed by Bukit Jalil Global Investment Ltd. and Ms. Chyi Chyi Ooi relating to the ordinary share, par value $0.0001 (the "Ordinary Share"), issued by Bukit Jalil Global Acquisition 1 Ltd. (the "Issuer"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
This Amendment is being filed because the Reporting Persons no longer beneficially own any Ordinary Shares of the Issuer. Therefore, this Amendment constitutes the final amendment to the Reporting Persons' Schedule 13D and an "exit" filing for the Reporting Persons.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Share, par value $0.0001 per share |
| (b) | Name of Issuer:
BUKIT JALIL GLOBAL ACQUISITION 1 LTD |
| (c) | Address of Issuer's Principal Executive Offices:
31-1 TAMAN MIHARJA PHASE 3B, JALAN 3/93, 2 1/2 MILES, CHERAS, KUALA LUMPUR,
MALAYSIA
, 55200. |
| Item 2. | Identity and Background |
| (a) | This statement is filed by Bukit Jalil Global Investment Ltd., a Cayman Islands exempted company (the "Sponsor") and Ms. Chyi Chyi Ooi ("Ms. Ooi", together with the Sponsor, the "Reporting Persons"). |
| (b) | The principal business address of the Sponsor is c/o Bukit Jalil Global Acquisition 1 Ltd., 31-1 Taman Miharja Phase 3B, Jalan 3/93, 2 1/2 Miles, Cheras, Kuala Lumpur, Malaysia 55200. The principal business address of Ms. Ooi is c/o Bukit Jalil Global Acquisition 1 Ltd., 31-1 Taman Miharja Phase 3B, Jalan 3/93, 2 1/2 Miles, Cheras, Kuala Lumpur, Malaysia 55200. |
| (c) | The Sponsor is the sponsor of the Issuer and primarily involved in investment. Ms. Ooi is the sole director and sole shareholder of the Sponsor. |
| (d) | During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws. |
| (e) | During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (f) | The Sponsor is an exempted company incorporated in Cayman Islands. The citizenship of Ms. Ooi is Malaysia. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The information set forth in Items 4 and 5 of this Schedule 13D Amendment are hereby incorporated by reference into this Item 3. | |
| Item 4. | Purpose of Transaction |
The information set forth in Item 4 of the Schedule 13D is amended and supplemented as follows:
Consummation of the Business Combination
On August 5, 2024, Bukit Jalil Global Acquisition 1 Ltd., a Cayman Islands exempted company limited by shares ("BUJA" or the "Company") entered into a business combination agreement dated August 5, 2024 (as amended on March 3, 2025, the "Business Combination Agreement"), with GIBO HOLDINGS LIMITED, a Cayman Islands exempted company limited by shares ("PubCo"), GIBO Merger Sub 1 Limited, a Cayman Islands exempted company limited by shares ("Merger Sub I"), GIBO Merger Sub 2 Limited, a Cayman Islands exempted company limited by shares ("Merger Sub II"), and Global IBO Group Ltd., a Cayman Islands exempted company limited by shares ("GIBO").
Pursuant to the Business Combination Agreement, among other things, (i) on April 14, 2025, Merger Sub I merged with and into GIBO, with GIBO as the surviving entity and a wholly-owned subsidiary of PubCo (the "First Merger"), and (ii) on May 7, 2025, Merger Sub II merged with and into BUJA, with BUJA as the surviving entity and a wholly-owned subsidiary of PubCo (the "Second Merger," and together with the First Merger and the other transactions contemplated by the Business Combination Agreement, the "Business Combination"). Upon the consummation of the Business Combination, each of BUJA and GIBO became a wholly-owned subsidiary of PubCo, and BUJA's shareholders and GIBO's shareholders (except certain shareholders of GIBO (such shareholders, the "Founders")) received Class A ordinary shares of par value of $0.000001 each of PubCo ("PubCo Class A Ordinary Shares") and the Founders received Class B ordinary shares of par value of $0.000001 each of PubCo ("PubCo Class B Ordinary Shares") as consideration and became the shareholders of PubCo. Each PubCo Class A Ordinary Share entitles the holder thereof to one (1) vote on all matters subject to vote at general meetings of PubCo while each PubCo Class B Ordinary Share entitles the holder thereof to twenty (20) votes on all matters subject to vote at general meetings of PubCo. Each PubCo Class B Ordinary Share is convertible into one (1) PubCo Class A Ordinary Share at any time at the option of the holder thereof and PubCo Class A Ordinary Shares are not convertible into PubCo Class B Ordinary Shares under any circumstances.
As a result of the Second Merger, the securities held by the Sponsor in the Company were automatically cancelled and, in exchange, the Sponsor received substantially equivalent securities of PubCo pursuant to the Business Combination Agreement. Therefore, as of the date hereof, the Reporting Persons no longer beneficially own any securities of the Company, including Ordinary Shares of the Company. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses to Items 7 - 13 of the cover pages of this Amendment are incorporated herein by reference. |
| (b) | The responses to Items 7 - 13 of the cover pages of this Amendment are incorporated herein by reference. |
| (c) | Other than the disposition of the shares as reported in this Amendment, no actions in the ordinary shares were effected during the past sixty (60) days by the Reporting Persons. |
| (d) | N/A |
| (e) | As of May 8, 2025, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Ordinary Shares of the Issuer. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Items 4 of this Amendment are hereby incorporated by reference into this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended by adding the following to the end of the section:
Exhibit
No. Description
7.1* Joint Filling Agreement, dated June 30, 2023
10.1* Securities Subscription Agreement
10.2* Securities Transfer Agreement dated April 12, 2023 by and among the Issuer, the Sponsor and certain directors of the Issuer
10.3* Private Placement Units Purchase Agreement dated June 27, 2023 between the Sponsor and the Issuer.
10.4 Business Combination Agreement, dated August 5, 2024, by and among BUJA, PubCo, Merger Sub I, Merger Sub II, and GIBO. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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