NEW
YORK, Aug. 9, 2024 /PRNewswire/ -- Global IBO
Group Ltd. ("GIBO"), a unique and integrated AIGC animation
creation and streaming platform for storytellers and content
creators, and Bukit Jalil Global Acquisition 1 Ltd. ("Bukit Jalil
Global") (Nasdaq: BUJA), a publicly traded special purpose
acquisition company, today announced that they have entered into a
definitive business combination agreement (the "Business
Combination Agreement"). Upon completion of the business
combination of GIBO and Bukit Jalil Global and related transactions
pursuant to the Business Combination Agreement (the "Proposed
Transaction"), the combined company (the "Combined Company" or
"PubCo") will be renamed "GIBO Holdings Limited" and listed on The
Nasdaq Stock Market LLC ("Nasdaq").
The closing of the transactions is subject to customary closing
conditions, including regulatory and shareholder approvals.
Management Comments
Chun Yen "Dereck" Lim, Chairman of GIBO
"We are thrilled to announce a definitive agreement for the
Business Combination with Bukit Jalil Global. Leveraging their
extensive experience in capital management, we are confident that
Bukit Jalil Global will elevate our business, aligning perfectly
with our vision to establish GIBO as the preferred platform for
content creators and the new generation of users worldwide."
Jing Tuang "Zelt" Kueh, CEO of GIBO
"This transaction marks a significant milestone in GIBO's
mission. We are optimistic that this combination will provide
support to enhance our technology innovation, enrich our content
offerings, attract more user subscriptions, and accelerate our
strategic growth and broaden expansion in the global market. We are
committed to building an ecosystem that provides content creators
with the latest AI-driven technologies and provides users with
engaging platforms featuring rich and varied content, and in the
process help transform the comic and animation industry."
Dr Seck Chyn "Neil" Foo, CEO of Bukit Jalil Global
"We are very excited to partner with the GIBO team. GIBO's
leadership in the animation streaming sector and proven track
record in the Asia market give us
great confidence in its future prospects as a Nasdaq-listed
company. We look forward to sharing additional details on this
exciting transaction in the coming months. We appreciate all of our
shareholders and investors that have participated in our IPO. We
look forward to a successful future together with GIBO."
Transaction Overview
Under the terms of the Business Combination Agreement, GIBO
Merger Sub 1 Limited, a Cayman
Islands exempted company and a wholly-owned subsidiary of
PubCo ("Merger Sub I") will merge with and into GIBO, with GIBO as
the surviving entity and a wholly-owned subsidiary of PubCo (the
"First Merger"), and (ii) following the First Merger, GIBO Merger
Sub 2 Limited, a Cayman Islands
exempted company and a wholly-owned subsidiary of PubCo ("Merger
Sub II") will merge with and into Bukit Jalil Global, with Bukit
Jalil Global as the surviving entity and a wholly-owned subsidiary
of PubCo (the "Second Merger"). Upon the consummation of the
Proposed Transaction, each of Bukit Jalil Global and GIBO will
become a subsidiary of PubCo, and Bukit Jalil Global's shareholders
and GIBO's shareholders (except certain shareholders of GIBO (such
shareholders, the "Founders")) will receive Class A ordinary shares
of PubCo ("PubCo Class A Ordinary Shares") and the Founders will
receive Class B ordinary shares of PubCo ("PubCo Class B Ordinary
Shares") as consideration. Each PubCo Class A Ordinary Share has
one vote per share while each PubCo Class B Ordinary Share has
twenty (20) votes per share.
No assurances can be made that the Proposed Transaction will be
consummated on the terms or timeframe currently contemplated, or at
all. Any transaction would be subject to the approval of the two
companies' boards, regulatory and shareholder approvals as well as
other customary conditions.
Additional information about the Proposed Transaction, including
a copy of the Business Combination Agreement, will be provided in a
Current Report on Form 8-K to be filed by Bukit Jalil Global with
the Securities and Exchange Commission (the "SEC") and will be
available at www.sec.gov.
Advisors
DLA Piper UK LLP is serving as legal counsel to GIBO. Robinson
& Cole LLP is serving as legal counsel to Bukit Jalil
Global.
About Global IBO
Founded in 2019 and powered by its platform GIBO.ai, GIBO is a
unique integrated AIGC animation streaming platform aiming to
revolutionize content creation and consumption through AI. GIBO
offers creators a full range of services from brainstorming to
monetization, encompassing voice synthesis and advanced image
generation capabilities. With its broad content selection and
innovative AI technologies, GIBO has garnered a substantial
following among the Asian Generation Z demographic. As of
December 31, 2023, GIBO boasts a
strong registered user base exceeding 60 million, including 20,000
content creators across Taiwan,
Malaysia, Singapore, India, Bangladesh, Indonesia, Thailand, Vietnam, Philippines, and Myanmar. For more information, please visit
www.globalibo.com.
About Bukit Jalil Global Acquisition 1 Ltd.
Bukit Jalil Global Acquisition 1 Ltd. is a blank check company,
also commonly referred to as a special purpose acquisition company,
or SPAC, formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, recapitalization,
reorganization or similar business combination with one or more
businesses or entities.
Important Information About the Proposed Business Combination
and Where to Find It
In connection with the Proposed Transaction, the Combined
Company intends to file a registration statement on Form F-4 (the
"Registration Statement on Form F-4,"), including a preliminary
proxy statement/prospectus, and a definitive proxy
statement/prospectus with the SEC. Bukit Jalil Global's
shareholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus and the
amendments thereto and the definitive proxy statement/prospectus as
well as other documents filed with the SEC in connection with the
Proposed Transaction, as these materials will contain important
information about GIBO, Bukit Jalil Global, and the Proposed
Transaction. When available, the definitive proxy
statement/prospectus and other relevant materials for the Proposed
Transaction will be mailed to shareholders of Bukit Jalil Global as
of a record date to be established for voting on the Proposed
Transaction. Shareholders of Bukit Jalil Global will also be able
to obtain copies of the preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus, and other documents filed
with the SEC that will be incorporated by reference therein,
without charge, once available, at the SEC's website at
www.sec.gov.
Participants in the Solicitation
Bukit Jalil Global and its directors and executive officers may
be deemed participants in the solicitation of proxies from Bukit
Jalil Global's shareholders with respect to the Proposed
Transaction. A list of the names of those directors and executive
officers of Bukit Jalil Global is contained in Bukit Jalil Global's
Annual Report on Form 10-K filed with the SEC on April 2, 2024, which is available free of charge
at the SEC's web site at www.sec.gov. Additional information
regarding the interests of such participants will be set forth in
the Registration Statement when available.
GIBO, the Combined Company and their directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from the shareholders of Bukit Jalil Global in
connection with the Proposed Transaction. A list of the names of
such directors and executive officers and information regarding
their interests in the Proposed Transaction will be included in the
Registration Statement when available.
No Offer or Solicitation
This press release does not constitute, and should not be
construed to be, a proxy statement or the solicitation of a proxy,
solicitation of any vote or approval, consent or authorization with
respect to any securities or in respect of the Proposed Transaction
described herein and shall not constitute an offer to sell or a
solicitation of an offer to buy any securities nor shall there be
any sale of securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the federal securities laws. These statements are
intended for illustrative purposes only and should not be
considered by any investor as a guarantee, assurance, prediction,
or definitive statement of fact or probability. Actual results of
GIBO and the Combined Company may vary from their expectations,
estimates, and projections. Consequently, investors should not rely
on these forward-looking statements as predictions of future
events. Terms such as "expect," "estimate," "project," "budget,"
"forecast," "anticipate," "intend," "plan," "may," "might," "will,"
"could," "should," "believe," "predict," "possible," "potential,"
"continue," and similar expressions (including the negative
versions of such words) are intended to identify these
forward-looking statements. These statements include, without
limitation, the expectations of GIBO, Bukit Jalil Global and the
Combined Company regarding future performance and the anticipated
financial impacts of the business combination transaction.
These forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially,
and potentially adversely, from those expressed or implied in the
statements. Most of these factors are beyond the control of GIBO,
Bukit Jalil Global and the Combined Company, and are difficult to
predict because they relate to events and depend on circumstances
that will occur in the future. Factors that may cause such
differences include, but are not limited to: (1) the outcome of any
legal proceedings that may be initiated against GIBO and/or the
Combined Company following the completion of the business
combination transaction; (2) the inability to maintain the listing
of the Combined Company's securities on Nasdaq following the
completion of the business combination transaction; (3) the risk
that the business combination transaction disrupts current plans
and operations; (4) the ability to recognize the anticipated
benefits of the business combination transaction, which may be
affected by, among other factors, competition, GIBO's or the
Combined Company's ability to grow and manage growth profitably,
and retain its key employees; (5) costs related to the business
combination transaction; (6) changes in applicable laws or
regulations; and (7) the possibility that GIBO may be adversely
affected by other economic, business, and/or competitive factors.
This list of factors is not exhaustive. There may be additional
risks that neither Bukit Jalil Global nor GIBO presently know or
that Bukit Jalil Global and GIBO currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. Any
forward-looking statements made by or on behalf of Bukit Jalil
Global, GIBO or the Combined Company speak only as of the date they
are made. None of Bukit Jalil Global, GIBO or the Combined Company
undertakes any obligation to update any forward-looking statements
to reflect any changes in their respective expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
All subsequent written and oral forward-looking statements
concerning GIBO, Bukit Jalil Global or the Combined Company, the
transactions described herein, or other matters and attributable to
GIBO, Bukit Jalil Global or the Combined Company, or any person
acting on their behalf are expressly qualified in their entirety by
the cautionary statements above. Readers are cautioned not to place
undue reliance on any forward-looking statements, which speak only
as of the date they are made. GIBO, Bukit Jalil Global and the
Combined Company expressly disclaim any obligation or undertaking
to publicly release any updates or revisions to any forward-looking
statements contained herein to reflect any change in their
expectations or any change in events, conditions, or circumstances
on which any statement is based, except as required by law.
Use of data
The data contained herein is derived from various internal and
external sources that GIBO and Bukit Jalil Global believe to be
reliable. Although GIBO and Bukit Jalil Global are not aware of any
misstatements regarding the external data presented herein, their
estimates involve risks and uncertainties and are subject to change
based on various factors, including those described under
"Forward-Looking Statements" above. Any data on past performance or
modeling contained herein is not an indication as to future
performance, and each of GIBO and Bukit Jalil Global disclaims any
obligation, except as required by law, to update or revise the
information in this presentation, whether as a result of new
information, future events or otherwise.
Contact Information:
Global IBO Group Ltd. Contact:
William Zima
Managing Director of ICR, LLC
Tel: +1-203-682-8200
Email: william.zima@icrinc.com
Bukit Jalil Global Acquisition 1 Ltd. Contact:
Tina Xiao
President of Ascent Investor Relations LLC
Tel: +1-917-609-0333
Email: tina.xiao@ascent-ir.com
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SOURCE Global IBO Group Ltd.