GIBO’s Business

GIBO is an exempted company with limited liability incorporated under the laws of the Cayman Islands with no substantive operation. GIBO carries out its business primarily through its wholly-owned subsidiary in Hong Kong.

Founded with an aim to revolutionize content creation and consumption through AI, GIBO has become a unique and integrated AIGC animation streaming platform with extensive functionalities provided to both viewers and creators that serves a broad community of young people across Asia to create, publish, share and enjoy AI-generated animation video content. As of June 30, 2024, GIBO had approximately 72 million registered users, including approximately 61,000 content creators, from 15 countries or regions in Asia, namely Indonesia, the Philippines, Vietnam, Thailand, Myanmar, Malaysia, South Korea, Japan, Taiwan, Bangladesh, India, Cambodia, Hong Kong, Singapore and Laos. As of the same date, GIBO accumulated an average of approximately 27.6 million MAUs on its platform since its launch in September 2023. On GIBO, young people create AI-generated content, discover the things they love, and interact and engage with one another.

GIBO’s technology platform powers the GIBO.ai website, which features AI-generated animation video content and provides an efficient, interactive, and easy-to-use way to create and share online comic content. GIBO.ai enables content creators to automate tasks, create personalized audio and graphics, obtain data-driven insights into the content they created, and explore new ideas through collaboration. GIBO.ai, launched in September 2023 and equipped with cutting-edge generative AI-powered technology for the generation of animation video content, emphasizes on the establishment of a sustainable ecosystem that can not only empower animation creators on the content creation process but also provide distribution channels for their works to be accessed and monetized by viewers on the platform.

The AI-generated animation video content on GIBO, currently offered substantially in short-form entertainment animation videos, covers a wide variety of themes ranging from superhero to battle royale and generally tells stories from popular comic books in entertaining yet informative ways. Driven by its big data analytical capabilities, GIBO learns user preferences with respect to content tags and personalizes feeds accordingly. As of June 30, 2024, GIBO had approximately 113,000 video uploads and approximately 23.3 billion aggregate video views on its platform. As of the same date, GIBO had enabled over 37.1 million user interactions on its platform, including posts, comments, likes, shares, private messages.

GIBO.ai offers a suite of AI-powered content creation tools through GIBO Create, allowing content creators to employ AI through all stages of content creation. GIBO Create currently encompasses (i) AI Voice Synthesis Tool, (ii) AI Image Generator, (iii) Scriptwriting and Storyboarding Tool, and (iv) Audio-Visual Synchronization Tool. With the help of these tools, content creators can effortlessly generate (i) human-like voiceovers with premium quality in multiple languages, voices, tones and styles, and (ii) unique images in distinctive comic styles that visualize the creators’ ideas and can be generated in seconds with only a few simple clicks, enabling creators to expand creative possibilities, streamline content production, and create localized, engaging entertaining content. GIBO has nurtured an encouraging community culture that respects creativity, rewards creators and motivates the creation of inspirational content, thorough which young people can connect with each other over shared interests in content. As of June 30, 2024, the content creators accumulatively utilized GIBO’s text-to-image function for more than 1 million times and the text-to-audio function for more than 2.9 million times.

Leveraging its vibrant ecosystem comprised of highly-engaged registered users and talented creators of AI-generated content, GIBO aims to form a virtuous cycle for commercialization. While access to GIBO is currently free for all registered users, GIBO plans to drive monetization through launching advertising, offering membership subscriptions and pay-per-view options, and providing IT services. In 2022 and 2023, GIBO did not generate any revenue, and incurred net losses of $11.5 million and $12.1 million, respectively. In the six months ended June 30, 2024 and 2023, we did not generate revenue, and incurred net losses of $48.0 million and $0.2 million, respectively.

GIBO’s registered office is located at the offices of Gold-In (Cayman) Co., Ltd., Suite 102, Cannon Place, North Sound Rd., George Town, Grand Cayman, Cayman Islands. The mailing address of GIBO’s principal executive office is c/o Global IBO Group Ltd., Unit 2912, Metroplaza, Tower 2, 223 Hing Fong Road, Kwai Chung, N.T. Hong Kong and its telephone number is (852) 2661 3366.

GIBO’s Corporate History

GIBO commenced its operations in December 2017 through Hong Kong Daily Group Supply Chain Limited (“HK Daily” or “Hong Kong Subsidiary”), a limited liability company incorporated under the laws of Hong Kong.

In June 2023, Global IBO Group Ltd., or the Parent, was incorporated as GIBO’s ultimate offshore holding company in the Cayman Islands. In September 2023, through the Parent, Global IBO AI Technology Ltd (“GIBO AI”), was established in the Cayman Islands as a wholly-owned subsidiary. In November 2023, GIBO International Ltd (“GIBO International”) was incorporated in Samoa as a wholly-owned subsidiary. To facilitate its offshore financing, GIBO initiated a reorganization (the “Reorganization”). As part of the Reorganization, in December 2023, GIBO AI acquired 100% of the equity interests in HK Daily.

For more information about GIBO, see the sections of this proxy statement/prospectus entitled “Information Related to GIBO,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GIBO” and the financial statements of GIBO included herein.

Legal and Operational Risks Associated with GIBO’s Operations in Hong Kong

While GIBO has operations in Hong Kong, it currently does not have operations in mainland China, nor does it generate revenues from mainland China or provide services or conduct sales or marketing activities in mainland China. None of GIBO’s directors or officers resides in mainland China. Pursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC, which may be listed in Annex III of the Basic Law, shall be confined to those relating to defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong as specified by the Basic Law. While the National People’s Congress of the PRC has the power to amend the Basic Law, the Basic Law also expressly provides that no amendment to the Basic Law shall contravene the established basic policies of the PRC regarding Hong Kong. As a result, national laws of the PRC not listed in Annex III of the Basic Law (and any regulatory notices issued pursuant to those national laws) do not apply to Hong Kong-based businesses solely due to or as a result of its presence and operations in Hong Kong. However, the laws and regulations in the PRC continue to evolve, and their enactment timetable, interpretation, and implementation involve significant uncertainties.

As GIBO maintains operations in Hong Kong, which is a special administrative region of the PRC, there is no guarantee that certain existing or future laws of the PRC will not become applicable to a company that is incorporated or operates in Hong Kong, such as GIBO. Given the PRC government’s significant oversight over the conduct of business operations in the PRC and in Hong Kong, and in light of (a) China’s recent extension of authority not only in mainland China but also into Hong Kong and (b) the fact that rules and regulations in China can change quickly with little or no advance notice, there are risks and uncertainties that GIBO cannot foresee at this time. For example, (i) the government of Hong Kong may (a) enact similar laws and regulations to those of mainland China, which may seek to exert control over business combinations conducted by Hong Kong-based subsidiaries or their parent companies or (b) implement laws on such business activities to be more aligned with those of mainland China, and (ii) certain PRC laws and regulations may become applicable in Hong Kong in the future. To the extent that any PRC laws and regulations become applicable to GIBO, GIBO may be subject to the risks and uncertainties associated with the evolving laws and regulations of the PRC, their interpretation and implementation, and the legal and regulatory system in the PRC more generally, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no notice. If certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future, were to become applicable to companies such as GIBO or its subsidiaries in the future, the application of such laws and regulations may have a material adverse impact on the business, financial condition, results of operations, and prospects of GIBO and its ability to offer securities to investors, any of which may, in turn, cause the value of GIBO’s securities to significantly decline or become worthless.

Relevant organizations of the PRC government have made recent statements or recently taken regulatory actions related to cybersecurity, data security, anti-monopoly, and overseas listings of PRC-based businesses. For example, in addition to the Cybersecurity Review Measures issued by the Cyberspace Administration of China, relevant PRC government agencies have recently taken anti-trust enforcement action against certain PRC-based businesses. GIBO’s management understands that such enforcement action was taken pursuant to the PRC Anti-Monopoly Law that applies to monopolistic activities in domestic economic activities in the PRC and monopolistic activities outside the PRC that eliminate or restrict market competition in the PRC.

Additionally, on February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) published the Overseas Listing Filing Rules, which became effective on March 31, 2023 and regulate both direct and indirect overseas offering and listing of PRC-based companies by adopting a filing-based regulatory regime. According to the Overseas Listing Filing Rules, if the issuer meets both of the Criteria for CSRC Filing, the overseas securities offering and listing conducted by such issuer shall be deemed as an indirect overseas offering and listing: (i) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by domestic companies; and (ii) the main parts of the issuer’s business activities are conducted in the PRC, or its main places of business are located in the PRC, or the senior managers in charge of its business operations and management are mostly Chinese citizens or domiciled in the PRC. As of the date of this proxy statement/prospectus, neither GIBO nor PubCo, whether prior to or after the consummation of the Business Combination, meet the criteria for CSRC Filing.

While GIBO currently does not have any operations in the PRC, there is no guarantee that the recent statements or regulatory actions by the relevant organizations of the PRC government, including statements relating to the PRC Data Security Law, the PRC Personal Information Protection Law, and the anti-monopoly enforcement actions will continue not to apply to GIBO. Should such statements or regulatory actions apply to companies such as GIBO or its subsidiaries in the future, it could have a material adverse impact on GIBO’s business, financial condition, results of operations, and prospects, its ability to accept foreign investments, and its ability to offer or continue to offer securities to investors on a U.S. or other international securities exchange, any of which may, in turn, cause the value of GIBO’s securities to significantly decline or become worthless. GIBO cannot predict the extent of such impact if such

As GIBO maintains operations in Hong Kong, it is subject to certain Hong Kong laws and regulations. As of the date of this proxy statement/prospectus, GIBO believes that it is in compliance with each of the Hong Kong laws and regulations to which it is subject.

The Personal Data (Privacy) Ordinance (Cap. 486, Laws of Hong Kong) (“PDPO”) imposes a statutory duty on data users to comply with the requirements of the Data Protection Principles. The PDPO provides that a data user shall not do an act, or engage in a practice, that contravenes a Data Protection Principle unless the act or practice, as the case may be, is required or permitted under the PDPO. The six Data Protection Principles concern: (i) purpose and manner of collection of personal data; (ii) accuracy and duration of retention of personal data; (iii) use of personal data; (iv) security of personal data; (v) information to be generally available; and (vi) access to personal data. Non-compliance with a Data Protection Principle may lead to a complaint to the Privacy Commissioner. The Privacy Commissioner for Personal Data may carry out an investigation of the complaint and, if upon completion of an investigation, it is found that the relevant data user is contravening or has contravened the PDPO, serve an enforcement notice to direct the data user to take remedial or preventive actions. A data user who contravenes an enforcement notice commits an offense that may lead to a fine and imprisonment. The PDPO criminalizes, including, but not limited to, the misuse or inappropriate use of personal data in direct marketing activities, non-compliance with a data access request, and the unauthorized disclosure of personal data obtained without the relevant data user’s consent. An individual who suffers damage, including injured feelings, by reason of a contravention of the PDPO in relation to his or her personal data may seek compensation from the data user concerned. As of the date hereof, GIBO’s Hong Kong subsidiary does not collect, process or use personal information of entities or individuals other than what is necessary for its business, does not disseminate such information, and does not conduct any data processing activities in the PRC.

The Competition Ordinance (Cap. 619, Laws of Hong Kong) prohibits and deters undertakings in all sectors from adopting anticompetitive conduct that has the objective or effect of preventing, restricting or distorting competition in Hong Kong. The Competition Ordinance prohibits three forms of anti-competitive conduct described under the First Conduct Rule, the Second Conduct Rule and the Merger Rule, which are collectively known as the “competition rules”. These prohibited conducts include (i) agreements between undertakings that have the object or effect of preventing, restricting or distorting competition in Hong Kong; (ii) engaging in conduct that has the object or effect of preventing, restricting or distorting competition in Hong Kong by undertakings with a substantial degree of market power in a market, such as predatory behavior towards competitors or limiting production, markets or technical development to the prejudice of consumers; and (iii) mergers that have or are likely to have the effect of substantially lessening competition in Hong Kong. Currently, the scope of application of the merger rule is limited to mergers relating to undertakings directly or indirectly holding carrier licenses issued under the Telecommunications Ordinance (Cap. 106). Each of the aforesaid rules is however subject to a number of exclusions and exemptions.

Pursuant to section 82 of the Competition Ordinance, if the Competition Commission has reasonable cause to believe that (i) a contravention of the first conduct rule has occurred; and (ii) the contravention does not involve serious anti-competitive conduct, it must, before bringing proceedings in the Competition Tribunal against the undertaking whose conduct is alleged to constitute the contravention, issue a notice to the undertaking. However, under section 67 of the Competition Ordinance, where a contravention of the first conduct rule has occurred and the contravention involves serious anti-competitive conduct or a contravention of the second conduct rule has occurred, the Competition Commission may, instead of bringing proceedings in the Competition Tribunal in the first instance, issue an infringement notice to the person against whom it proposes to bring proceedings, offering not to bring those proceedings on condition that the person makes a commitment to comply with requirements of the infringement notice.

In the event of breaches of the Competition Ordinance, the Competition Tribunal may make orders including: imposing a pecuniary penalty if satisfied that an entity has contravened a competition rule; disqualifying a person from acting as a director of a company or taking part in the management of a company; prohibiting an entity from making or giving effect to an agreement; modifying or terminating an agreement; and requiring the payment of damages to a person who has suffered loss or damage.

Under the Inland Revenue Ordinance, where an employer commences to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than three months after the date of commencement of such employment. Where an employer ceases or is about to cease to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than one month before such individual ceases to be employed in Hong Kong.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect to dividends paid by Hong Kong companies.

BUJA

BUJA is a blank check company incorporated in the Cayman Islands on September 15, 2022. BUJA was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”).

The registration statement for BUJA’s initial public offering (“IPO” or, the BUJA IPO) became effective on June 27, 2023. On June 30, 2023, BUJA consummated the IPO of 5,750,000 units (including 750,000 units issued upon the full exercise of the over-allotment option, the “BUJA Public Units”). Each BUJA Public Unit consists of one ordinary share, $0.0001 par value per share (the “BUJA Ordinary Shares”), one-half of one redeemable warrant (the “BUJA Warrant”), each whole BUJA Warrant entitling the holder thereof to purchase one ordinary share at an exercise price of $11.50 per share, and one right (the “BUJA Right”), each one BUJA Right entitling the holder thereof to exchange for one-tenth of one ordinary share upon the completion of BUJA’s initial business combination. The BUJA Public Units were sold at an offering price of $10.00 per BUJA Public Unit, generating gross proceeds of $57,500,000.

Substantially concurrently with the closing of the IPO, BUJA completed the private sale of 424,307 units (the “BUJA Private Placement Unit”) at a purchase price of $10.00 per BUJA Private Placement Units to Bukit Jalil Global Investment Ltd., a Cayman Islands company (the “Sponsor”), generating gross proceeds to BUJA of $4,243,070. Each BUJA Private Placement Unit consists of one ordinary share, one-half of one warrant, and one right. These BUJA Private Placement Units are identical to the BUJA Public Units, subject to limited exceptions. However, the holder of the BUJA Private Placement Units is entitled to registration rights. In addition, the BUJA Private Placement Units and the underlying securities may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until completion of the initial business combination.

Following the closing of the IPO and the issuance and the sale of BUJA Private Placement Units on June 30, 2023, $58,362,500 ($10.15 per BUJA Public Unit) from the net proceeds of the sale of the BUJA Public Units in the IPO and the sale of BUJA Private Placement Units was placed into a U.S. based trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company, acting as trustee, and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

On August 17, 2023, BUJA announced that holders of BUJA Public Units may elect to separately trade the BUJA Ordinary Shares, BUJA Warrants, and BUJA Rights included in its Public Units, commencing on or about August 21, 2023.

On June 29, 2024, BUJA held an extraordinary general meeting (the “First Extraordinary Meeting”), where the shareholders of BUJA approved the proposal to amend Articles 48.7 and 48.8 of BUJA’s Amended and Restated Memorandum and Articles of Association (the “Current MAA”) to provide that BUJA must (i) consummate a business combination, or (ii) cease its operations except for the purpose of winding up if it fails to complete such Business Combination and redeem or repurchase 100% of BUJA’s public shares included as part of the public units issued in the IPO (the “Termination Date”), and if BUJA does not consummate a business combination by June 30 2024, the Termination Date may be extended up to twelve times, each by a Monthly Extension, for a total of up to twelve months to June 30, 2025, without the need for any further approval of BUJA’s shareholders (the “Extension”).

In addition, at the First Extraordinary Meeting, the shareholders of BUJA also approved the proposal to amend Articles 48.2, 48.4, 48.5, and 48.8 of the Current MAA (such amendment, together with the amendment mentioned in the last paragraph, the “MAA Amendment”) to eliminate the limitation that BUJA may not redeem BUJA’s public shares in an amount that would cause BUJA’s net tangible assets to be less than US$5,000,001 following such redemptions.

In connection with the votes to approve the MAA Amendment Proposal and the NTA Requirement Amendment Proposal, 2,820,485 ordinary shares of BUJA were rendered for redemption, and $30,153,549.88 were paid to the redeeming shareholders accordingly in July 2024.

To effectuate each Monthly Extension, on or about July 1, 2024, the Sponsor deposited the monthly extension fee in the amount of $100,000 for all remaining public share in the Trust Account (the “July 2024 Extension Payment”) so that BUJA has until July 30, 2024 to complete its initial business combination. In connection with the July 2024 Extension Payment, BUJA issued the Sponsor an unsecured promissory note of $100,000 (the “July 2024 Extension Note”).

On August 1, 2024, the Sponsor deposited $100,000 into the Trust Account (the “August 2024 Extension Payment”) resulting in BUJA having until August 30, 2024 to complete its initial business combination. BUJA issued to the Sponsor an unsecured promissory note of $100,000 (the “August 2024 Extension Note”).

On August 28, 2024, the Sponsor deposited $100,000 into the Trust Account (the “Second August 2024 Extension Payment”) resulting in BUJA having until September 30, 2024 to complete its initial business combination. BUJA issued to the Sponsor an unsecured promissory note of $100,000 (the “Second August 2024 Extension Note”).

On September 24, 2024, the Sponsor deposited $100,000 into the Trust Account (the “September 2024 Extension Payment”) resulting in BUJA having until October 30, 2024 to complete its initial business combination. BUJA issued to the Sponsor an unsecured promissory note of $100,000 (the “September 2024 Extension Note”).

On October 30, 2024, the Sponsor deposited $100,000 into the Trust Account (the “October 2024 Extension Payment”) resulting in BUJA having until November 30, 2024 to complete its initial business combination. BUJA issued to the Sponsor an unsecured promissory note of $100,000 (the “October 2024 Extension Note”).

On November 29, 2024, the Sponsor deposited $100,000 into the Trust Account (the “November 2024 Extension Payment”) resulting in BUJA having until December 30, 2024 to complete its initial business combination. BUJA issued to the Sponsor an unsecured promissory note of $100,000 (the “November 2024 Extension Note”).

On December 26, 2024, the Sponsor deposited $100,000 into the Trust Account (the “December 2024 Extension Payment”) resulting in BUJA having until January 30, 2025 to complete its initial business combination. BUJA issued to the Sponsor an unsecured promissory note of $100,000 (the “December 2024 Extension Note”).

On January 24, 2025, the Sponsor deposited $100,000 into the Trust Account (the “January 2025 Extension Payment”) resulting in BUJA having until February 28, 2025 to complete its initial business combination. BUJA issued to the Sponsor an unsecured promissory note of $100,000 (the “January 2025 Extension Note,” together with the July 2024 Extension Note, the August 2024 Extension Note, the Second August 2024 Extension Note, the September 2024 Extension Note, the October 2024 Extension Note, November 2024 Extension Note, and the December 2024 Extension Note, the “Extension Notes”).

BUJA Units are traded on Nasdaq under the symbol “BUJAU”, BUJA Ordinary Shares under the symbol “BUJA,” BUJA Warrants under the symbol “BUJAW”, and BUJA Rights under the symbol “BUJAR,” respectively.

BUJA’s principal executive office is located at 31-1 Taman Miharja Phase 3B, Jalan 3/93, 2 ½ Miles, Cheras, Kuala Lumpur, Malaysia 55200, and its telephone number is +603-91339688.

PubCo

PubCo is an exempted company incorporated under the laws of the Cayman Islands on June 19, 2024, for the purpose of effecting the Business Combination and will serve as the publicly traded parent company of GIBO following the Business Combination. The address and telephone number for PubCo’s principal executive offices following the Business Combination are the same as those for GIBO.

Merger Sub I

Merger Sub I is a newly formed Cayman Islands exempted company and a wholly owned subsidiary of PubCo. Merger Sub I was formed solely for the purpose of effecting the Business Combination and has not carried on any activities other than those in connection with the Business Combination. The address and telephone number for Merger Sub I’s principal executive offices are the same as those for GIBO.

Merger Sub II

Merger Sub II is a newly formed Cayman Islands exempted company and a wholly owned subsidiary of PubCo. Merger Sub II was formed solely for the purpose of effecting the Business Combination and has not carried on any activities other than those in connection with the Business Combination. The address and telephone number for Merger Sub II’s principal executive offices are the same as those for GIBO.

Corporate Structure Before the Completion of the Business Combination

The following diagram illustrates GIBO’s corporate structure as of the date of this proxy statement/prospectus:

The following diagram summarizes BUJA’s corporate structure as of the date of this proxy statement/prospectus:

Corporate Structure After the Completion of the Business Combination

The following diagram illustrates PubCo’s corporate structure immediately after the completion of the Business Combination:

The Business Combination Proposals

The Business Combination Agreement

On August 5, 2024, BUJA entered into the Business Combination Agreement with PubCo, Merger Sub I, Merger Sub II, and GIBO. Pursuant to the Business Combination Agreement, among other things, (i) 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, Merger Sub II will merge 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 will become a subsidiary of PubCo, and BUJA’s shareholders and GIBO’s shareholders (except certain shareholders of the Company (such shareholders, the “Founders”)) will receive Class A ordinary shares of par value of $0.000001 each of PubCo (“PubCo Class A Ordinary Shares”) and the Founders will receive Class B ordinary shares of par value of $0.000001 each of PubCo (“PubCo Class B Ordinary Shares” and together with PubCo Class A Ordinary Shares, “PubCo Ordinary Shares”) as consideration and become the shareholders of PubCo. Each PubCo Class A Ordinary Share shall entitle 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 shall entitle 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. The closing date of each of the First Merger and the Second Merger is hereinafter referred to as the “First Closing Date” and the “Second Closing Date” respectively. The Company expects PubCo Class A Ordinary Shares be listed and traded on the Nasdaq Stock Market LLC (“Nasdaq”) following the consummation of the Business Combination.

Pursuant to the Business Combination Agreement,

(i) at the First Merger Effective Time (as defined in the Business Combination Agreement), each Company Exchanging Share (as defined in the Business Combination Agreement) will automatically be cancelled and converted into the right of each holder of the Company Exchanging Shares to receive, such number of newly issued PubCo Class A Ordinary Shares or PubCo Class B Ordinary Shares, as applicable, as determined in accordance with the Business Combination Agreement, based on a total merger consideration of $8.28 billion; and specifically, the Founders will receive PubCo Class B Ordinary Shares and the rest of GIBO’s shareholders will receive PubCo Class A Ordinary Shares.

(ii) immediately prior to the Second Merger Effective Time,

a. each Acquiror Unit (as defined in the Business Combination Agreement) issued and outstanding immediately prior to the Second Merger Effective Time (as defined in the Business Combination Agreement) will be automatically detached and the holder thereof will be deemed to hold one (1) Acquiror Ordinary Share (as defined in the Business Combination Agreement), one-half (1/2) of an Acquiror Warrant (as defined in the Business Combination Agreement) and one (1) Acquiror Right (as defined in the Business Combination Agreement) in accordance with the terms of the applicable Acquiror Unit (the “Unit Separation”);

b. each Acquiror Right issued and outstanding immediately prior to the Second Merger Effective Time will be automatically converted into one-tenth (1/10) of an Acquiror Ordinary Share (the “Acquiror Right Conversion”);

(iii) immediately following the Unit Separation and Acquiror Right Conversion,

a. each Acquiror Ordinary Share (which, for the avoidance of doubt, includes the Acquiror Ordinary Shares held as a result of the Unit Separation and the Acquiror Right Conversion) issued and outstanding immediately prior to the Second Merger Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive one (1) newly issued PubCo Class A Ordinary Share; and

b. each Acquiror Warrant outstanding immediately prior to the Second Merger Effective Time will cease to be a warrant with respect to Acquiror Ordinary Shares and be assumed by PubCo and converted into a warrant to purchase one (1) PubCo Class A Ordinary Share.

Representation and Warranties

Under the Business Combination Agreement, the Company and BUJA made representations and warranties to each other, including without limitation as to:

in the case of the Company, as to its:

in the case of BUJA, as to its:

Covenants and Agreements of the Parties

The Business Combination Agreement also contains joint covenants of the parties regarding their conduct during the period between the signing of the Business Combination Agreement and the earlier of the closing of the Business Combination or the termination of the Business Combination Agreement, including covenants regarding, among other things, regulatory approvals and filings, preparation of proxy statement/registration statement, shareholder approvals, support of transaction, tax matters, cooperation and consultation, indemnification and insurance, public announcements, transaction financings, key person agreements, post-merger closing directors and officers of PubCo.

The Business Combination Agreement also includes certain covenants (i) provided by the Company, in connection with, among other things, the conduct of business, inspection, preparation and delivery of additional financial statements, alternative proposals, exchange listing, notice of development, no trading, shareholder litigation, employee matters, shareholder proxies, and transaction documents, and (ii) provided by BUJA, in connection with, among other things, the trust account proceeds and related available equity, Nasdaq listing, no solicitation, and public filings.

Conditions to Consummation of the Business Combination

Consummation of the Business Combination is subject to the satisfaction or waiver by the respective parties of a number of conditions, including the approval of the Business Combination Agreement and the Business Combination by BUJA’s and the Company’s shareholders.

Other conditions to each party’s obligations include, among other things: (i) the effectiveness of the proxy/registration statement, (ii) the approval of PubCo’s initial listing application with Nasdaq in connection with the Business Combination, (iii) all regulatory approvals necessary to consummate the Business Combination having been obtained, (iv) no governmental authority having enacted, issued, promulgated, enforced or entered any law or governmental order that is then in effect and which has the effect of making the closing of the Business Combination illegal or which otherwise prevents or prohibits consummation of the closing of the Business Combination, (v) all third party consents necessary to consummate the Business Combination having been obtained, (vi) no Company Material Adverse Effect (as defined in the Business Combination Agreement) of any of the Company or the Acquisition Entities (as defined in the Business Combination Agreement) and no Acquiror Material Adverse Effect (as defined in the Business Combination Agreement) of BUJA, and (vii) all Transaction Documents (as defined in the Business Combination Agreement) having been executed and delivered by the other parties thereto and been in full force and effect in according with the terms thereof as of the closing of the Business Combination, as applicable. Any one or more of such conditions may be waived in writing by the party or parties whose obligations are conditioned thereupon.

Other conditions to BUJA’s obligations include, among other things, (i) the Company Fundamental Representations (as defined in the Business Combination Agreement) and certain other Company’s representations and warranties being true and correct in all respects at and as of the First Closing Date and the Second Closing Date as if made at and as of the First Closing Date and the Second Closing Date, respectively, (ii) each of the covenants of the Company and the Acquisition Entities to be performed as of or prior to the First Closing or the Second Closing (as the case may be) having been performed in all material respects, (iii) the First Merger having been closed, (iv) each of the Company and the Acquisition Entities having delivered to BUJA good standing certificates or similar documents for the relevant Acquisition Entities in its jurisdiction of incorporation or organization, and (v) each of the Company and the Acquisition Entities having delivered to BUJA a certificate signed by an authorized director or officer of each of the Company and the Acquisition Entities certifying that certain conditions specified in the Business Combination Agreement have been fulfilled. Any one or more of such conditions may be waived in writing by BUJA.

Other conditions to the obligations of the Company and the Acquisition Entities, include, among other things, (i) the Acquiror Fundamental Representations (as defined in the Business Combination Agreement) and certain other of BUJA’s representations and warranties being true and correct in all respects at and as of the First Closing Date and the Second Closing Date as if made at and as of the First Closing Date and the Second Closing Date respectively, (ii) each of the covenants of BUJA to be performed as of or prior to the First Closing or the Second Closing (as the case may be) have been performed in all material respects, (iii) Available Closing Cash (as defined in the Business Combination Agreement) being no less than $30,000,000 upon the Second Closing, and (iv) BUJA having delivered to PubCo a certificate signed by an authorized director or officer of Acquiror certifying that certain conditions specified in the Business Combination Agreement have been fulfilled. Any one or more of such conditions may be waived in writing by GIBO.

Termination

The Business Combination Agreement may be terminated by mutual written consent of the Company and BUJA and under certain circumstances, including, among other things, (i) by written notice from either the Company or BUJA to the other if any governmental authority has enacted, issued, promulgated, enforced or entered any law or governmental order that is then in effect and which has the effect of making the First Closing or Second Closing illegal or which otherwise prevents or prohibits consummation of the Business Combination, other than any such restraint that is immaterial, (ii) by written notice to BUJA from the Company if the Acquiror Shareholder Approval (as defined in the Business Combination Agreement) has not been obtained by reason of the failure to obtain the required vote at the Acquiror Shareholders’ Meeting (as defined in the Business Combination Agreement), (iii) by written notice to the Company from BUJA if there is any breach of any representation, warranty, covenant or agreement on the part of the Company, PubCo, Merger Sub I or Merger Sub II set forth in the Business Combination Agreement, except that, if such breach is curable by the Company, PubCo, Merger Sub I or Merger Sub II, as applicable, through the exercise of its reasonable best efforts within a certain period, (iv) by written notice from either the Company or BUJA to the other if the closing of the First Merger has not occurred on or before the last date required by the Acquiror Charter (as defined in the Business Combination Agreement) for BUJA to consummate a business combination, (v) by written notice to the Company from BUJA if the closing of the Second Merger has not occurred by the third business day following the closing of the First Merger, (vi) by written notice to the Company from BUJA if the Company Shareholder Approval (as defined in the Business Combination Agreement) has not been obtained by reason of the failure to obtain the required vote at the Company Shareholders’ Meeting (as defined in the Business Combination Agreement), or (vii) by written notice to BUJA from the Company if there is any breach of any representation, warranty, covenant or agreement on the part of BUJA set forth in the Business Combination Agreement, except that, if such breach is curable by BUJA through the exercise of its reasonable best efforts within a certain period.

In the event of the termination of the Business Combination Agreement, the Business Combination Agreement will forthwith become void and have no effect, without any liability on the part of any party thereto or its respective affiliates, officers, directors or shareholders, other than any liability of the Company, PubCo, BUJA , Merger Sub I or Merger Sub II, as the case may be, for any willful and material breach of the Business Combination Agreement occurring prior to the termination.

Governing Law and Dispute Resolution

The Business Combination Agreement, and all claims or causes of action based upon, arising out of, or related to it or the transactions contemplated thereby, is governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.

Other Transaction Documents

Company Shareholder Support Agreement

In connection with the execution of the Business Combination Agreement, on August 5, 2024, PubCo, the Company, BUJA, and certain shareholders of the Company (the “Requisite Shareholders”), entered into a Company Shareholder Support Agreement (the “Company Shareholder Support Agreement”), pursuant to which the Requisite Shareholders agreed to, among other things, (i) not to transfer any Subject Shares (as defined in the Company Shareholder Support Agreement) until the Expiration Time (as defined in the Company Shareholder Support Agreement), (ii) to vote all the Subject Shares in favor of proposals in connection with the Business Combination, and (iii) to vote all the Subject Shares against the proposals in connection with other alternative business combinations other than the Business Combination with BUJA.

Sponsor Support Agreement

In connection with the execution of the Business Combination Agreement, on August 5, 2024, PubCo, the Company, BUJA, and Bukit Jalil Global Investment Ltd. a Cayman Islands exempted company (the “Sponsor”), entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed to, among other things, (i) not to transfer any Subject Shares (as defined in the Sponsor Support Agreement) until the Expiration Time (as defined in the Sponsor Support Agreement), (ii) to vote all the Subject Shares in favor of proposals in connection with the Business Combination, and (iii) to vote all the Subject Shares against the proposals in connection with other alternative business combinations other than the Business Combination with the Company.

Form of Registration Rights Agreement

The Business Combination Agreement contemplates that, prior to the Second Merger Effective Time (as defined in the Business Combination Agreement), PubCo and certain other parties thereto will enter into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which PubCo will grant certain registration rights with respect to PubCo’s securities held by such other parties following the closing of the Business Combination.

Form of Assignment, Assumption and Amendment Agreement

The Business Combination Agreement contemplates that, in conjunction with the closing of the Second Merger, PubCo, BUJA and Continental Stock Transfer & Trust Company, LLC (the “Warrant Agent”) will enter into an Assignment, Assumption and Amendment Agreement (the “Assignment, Assumption and Amendment Agreement”), which amends that certain Warrant Agreement, dated as of June 27, 2023, by and between BUJA and the Warrant Agent (as the same may be amended, restated or supplemented, the “Existing Warrant Agreement”), pursuant to which (i) BUJA will assign to PubCo, and PubCo will assume, all of BUJA’s right, title and interest in and to the Existing Warrant Agreement, and (ii) each whole BUJA warrant will be modified to no longer entitle the holder to purchase BUJA’s ordinary shares and instead acquire an equal number of PubCo Class A Ordinary Shares under the terms of the BUJA warrant, subject to adjustment as described therein.

The Adjournment Proposal

If, based on the tabulated vote, there are insufficient votes at the time of the Extraordinary Meeting to authorize BUJA to consummate the Second Merger or the Business Combination, BUJA’s board of directors may submit a proposal to adjourn the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation of proxies. Please see the section entitled “The Adjournment Proposal.”

Date, Time and Place of Extraordinary Meeting of BUJA shareholders

The Extraordinary Meeting of BUJA shall be held on March 28, 2025, at [ ], Eastern Time, at the offices of Robinson & Cole LLP located at 666 Third Avenue, 20^th Floor, New York, NY 10017, and virtually via teleconference using the dial-in information: [ ] (Access Code: [ ]), or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Extraordinary Meeting if you owned BUJA Ordinary Shares, including as a constituent part of BUJA Public Units and BUJA Private Units, at the close of business on February 28, 2025, the Record Date for the Extraordinary Meeting. You will have one vote per share for each BUJA Ordinary Share you owned at that time. BUJA Warrants and BUJA Rights do not carry voting rights.

As of the Record Date, there were [ ] issued and outstanding BUJA Ordinary Shares, including [ ] public shares included in the BUJA Public Units, [1,437,500] BUJA Founder Shares, [424,307] BUJA Ordinary Shares included in the BUJA Private Units and 150,000 Representative Shares.

Quorum and Vote of BUJA shareholders

A quorum of shareholders is necessary to hold a valid extraordinary general meeting of BUJA. A quorum will be present if the holders of at least one-third of the issued and outstanding shares of BUJA on the Record Date, including those shares held as a constituent part of BUJA Public Units and BUJA Private Units, are represented in person (including virtually) or by proxy at the Extraordinary Meeting. Abstentions will be counted in connection with the determination of whether a valid quorum is established for the Extraordinary Meeting but will have no effect on the outcome of the proposals. The shares of the Sponsor, the officers and directors of BUJA (the “Insiders”), who own approximately [ ]% of the issued and outstanding BUJA Ordinary Shares as of the Record Date, will count towards this quorum.

Redemption Rights

In connection with the Business Combination Proposals, each public shareholder may elect to redeem all or a portion of its public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in BUJA’s trust account (the “Trust Account”), including interest earned on the funds held in the Trust Account and not previously released to BUJA to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares (a “Redemption Election”), regardless of how such public shareholder votes on the Business Combination Proposals or whether such public shareholder votes at all. The deadline to make a Redemption Election is two business days prior to the scheduled vote at the Extraordinary Meeting (the “Redemption Deadline”). See “Proposal No. 1 — The Business Combination Proposals — Redemption Rights.”

No Appraisal or Dissenters’ Rights

BUJA’s shareholders do not have appraisal rights under the Companies Act (Revised) of the Cayman Islands in connection with the proposals to be voted on at the Extraordinary Meeting. Accordingly, BUJA shareholders have no right to dissent and obtain payment for their shares.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. BUJA has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares at the Extraordinary Meeting if it revokes its proxy before the Extraordinary Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary Meeting of BUJA shareholders—Revoking Your Proxy.”

Interests of BUJA’s Directors and Officers in the Business Combination

When considering BUJA Board’s recommendation to vote in favor of approving the Business Combination Proposal and the Second Merger Proposal, BUJA shareholders should keep in mind that the Sponsor and BUJA’s directors and executive officers, have interests in such proposals that are different from, or in addition to (and which may conflict with), those of BUJA shareholders. These interests include, among other things, the interests listed below:

As indicated in the “Questions and Answers about the Proposals - What shall be the relative equity stakes of BUJA shareholders, and GIBO shareholders in PubCo upon completion of the Business Combination?”, the Sponsor will have less than 1% of the voting power in the PubCo immediately after the Second Closing. We therefore do not expect the issuances of securities listed in the above table will cause material dilution for the non-redeeming BUJA shareholders who hold BUJA’s securities until the consummation of the Business Combination.

Sponsor’s Prior SPAC Experience 

Neither of the Sponsor, nor Ms. Chyi Chyi Ooi, the sole director and the sole member of the Sponsor, has prior experience in organizing special purpose acquisition companies.

Sponsor’s Role in the Business Combination 

Our Sponsor has provided or will continue to provide to us support for BUJA’s activities and in connection with the Business Combination, including, among others:

Transfer Restrictions in Connection with the Business Combination 

After the Business Combination, the Sponsor and BUJA’s current officers and directors will beneficially own approximately 0.04% of the aggregate voting power of PubCo’s issued and outstanding share capital, including the 1,904,237 PubCo Class A Ordinary Shares into which the BUJA Founder Shares and BUJA Private Units will convert. Pursuant to the terms of the letter agreement entered into by and among BUJA and the Insiders, the BUJA Founder Shares (which will be converted into shares of PubCo Class A Ordinary Shares at the Second Merger Effective Time) are subject to certain transfer restrictions as follows:

(i) in the case of BUJA Founder Shares, not to transfer, assign or sell any of the BUJA Founder Shares (except to certain permitted transferees) until (1) with respect to 50% of the BUJA Founder Shares, the earlier of six months after the date of the consummation of BUJA’s initial business combination and the date on which the closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after BUJA’s initial business combination and (2) with respect to the remaining 50% of the BUJA Founder Shares, six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to BUJA’s initial business combination, BUJA consummates a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) in the case of BUJA Private Units, underlying securities and any units may be issued upon the conversion of the working capital loans and underlying securities, until the completion of BUJA’s initial business combination, except for certain exceptions. On the other hand, there is no such lockup period for the existing shareholders of GIBO.

Certain Engagements in Connection with the Business Combination and Related Transactions

On April 22, 2024, BUJA entered into an advisory agreement with A.G.P./Alliance Global Partners (“AGP”), the representative of the underwriters for the initial public offering of BUJA , or the IPO, to act as the financial advisors to BUJA (the “Financial Advisory Agreement”) with respect to the proposed business combination with GIBO, pursuant to which AGP shall provide services including analyzing the business, properties and operations of GIBO, assisting in structuring proposals for the business combination, assisting in making presentation regarding the business combination to BUJA’s board of directors, assisting in the coordination of BUJA’s legal and accounting advisors, advising and assisting in the negotiations and structuring of the business combination, and additional services incidental to the foregoing as directed by the Company (collectively, the “Advisory Services”). Pursuant to Financial Advisory Agreement, if the business combination is consummated, BUJA shall pay AGP a total transaction fee equal to US$400,000 (the “Transaction Fee”). The Transaction Fee shall be payable to AGP as per the following milestones, (i) US$75,000 shall be made to AGP upon the execution of the Financial Advisory Agreement (the “Advance”) in cash, and (ii) US$325,000 shall be payable to AGP upon the closing of the business combination in the form of shares of the combined entity at a price per share equal to the price per share of the combined entity at the time immediately preceding the respective registration statement date of effectiveness. In addition, AGP shall serve, as the non-exclusive underwriter, book-running manager, placement agent, or advisor for BUJA, in connection with a proposed offer and sale (the “Offering”) of BUJA’s securities (the “Securities”) in connection with the business combination, whereas BUJA shall pay to AGP a cash fee equal to 8.00% of the aggregate gross proceeds raised in the Offering (the “Offering Fee”), payable upon the closing of the Offering. BUJA shall reimburse AGP for non-accountable expenses (the “NAE”) which will only become payable upon the closing of the business combination. The total NAE allowance shall be equal to $100,000.

BUJA Board’s Reasons for the Approval of the Transactions

The Business Combination with GIBO resulted from a thorough search for a potential target, utilizing BUJA’s resources along with the investment and operational experience of BUJA’s management and the BUJA Board. The terms of the Business Combination are the result of extensive negotiations between BUJA and GIBO.

From the date of the BUJA IPO through the execution of the Business Combination Agreement on August 5, 2024, BUJA evaluated various potential target companies. BUJA followed the initial set of criteria and guidelines outlined in the prospectus for the BUJA IPO to assess the value and the growth of the potential target companies but did not limit itself to those criteria. BUJA’s management evaluated business combination opportunities made available to BUJA’s management based on the merits of a particular initial business combination which may be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that BUJA’s management deemed relevant.

Prior to reaching the decision to approve the Business Combination Agreement and the Business Combination, the BUJA Board reviewed the results of the business and financial due diligence conducted by BUJA’s management and third-party legal and financial advisors, which included:

In evaluating the Business Combination with GIBO, the BUJA Board consulted with KKG with regards to valuation of GIBO.

In particular, the BUJA Board engaged an independent third party, KKG, to analyze the Business Combination Agreement and the Business Combination and render a fairness opinion, pursuant to which it determined that the consideration to be paid by BUJA in connection with the Business Combination was fair to BUJA from a financial point of view.

In evaluating the transaction structure, the BUJA Board has considered various factors, including, among others, the possibility to accommodate PubCo’s foreign private issuer status and the overall tax efficiency. Upon discussion between BUJA and GIBO, the parties agreed to adopt the Revised Structure, which is known as double dummy and commonly used in de-SPAC transactions.

The BUJA Board has also considered a number of other factors to approve the Business Combination Agreement and the Business Combination, including, but not limited to:

The BUJA Board also identified and considered the following factors and risks as weighing negatively against pursuing the Business Combination Agreement and the Business Combination (although not weighted or in any order of significance):

In addition to considering the factors described above, BUJA Board also considered that BUJA’s executive officers and directors may have financial interests in the Business Combination that may be different from, or in addition to, the interests of BUJA shareholders, including the fact that the BUJA Initial Shareholders may experience a positive rate of return on their investment, even if BUJA Public Shareholders experience a negative rate of return on their investment, due to having purchased Founder Shares for approximately $0.0174 per share. The BUJA Board was aware of and considered these interests, among other matters, in reaching the determination that the consideration to be paid by BUJA in connection with the Business Combination was fair to BUJA from a financial point of view. See “— Interests of BUJA’s Directors and Officers in the Business Combination” below. However, the BUJA Board concluded that the potentially disparate interests would be mitigated because (i) these interests were disclosed in the prospectus for the BUJA IPO and would be included in this proxy statement/prospectus, (ii) these disparate interests would exist with respect to a business combination with any target company, and (iii) the Business Combination were structured so that the Business Combination may be completed even if BUJA Public Shareholders redeem a substantial portion of the BUJA Public Shares. The independent directors of BUJA did not retain an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the Business Combination and/or preparing a report concerning the approval of the Business Combination. The Business Combination was not structured to require the approval of at least a majority of unaffiliated security holders of BUJA.

After considering the foregoing factors, the BUJA Board concluded, in its business judgment, that the potential benefits that it expected BUJA and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. The BUJA Board also noted that BUJA shareholders would have a substantial economic interest in PubCo (depending on the level of BUJA shareholders that sought redemption of their BUJA Public Shares for cash). Accordingly, the BUJA Board unanimously determined that the Business Combination Agreement and the related agreements and the Business Combination are advisable, fair to and in the best interests of BUJA and its shareholders.

The preceding discussion of the information and factors considered by the BUJA Board is not intended to be exhaustive but includes the material factors considered by the BUJA Board. In view of the complexity and wide variety of factors considered by the BUJA Board in connection with its evaluation of the Business Combination Agreement and the Business Combination, the BUJA Board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the different factors that it considered in reaching its decision. In addition, in considering the factors described above, individual members of the BUJA Board may have given different weight to different factors. The BUJA Board considered this information as a whole and overall considered the information and factors to be favorable to, and in support of, its determinations and recommendations.

This explanation of the BUJA Board’s reasons for its approval of the Business Combination Agreement and the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Forward-Looking Statements.”

For more information, see “Proposal 1: The Business Combination Proposals — BUJA Board’s Reasons for the Approval of the Transactions” and “Proposal 1: The Business Combination Proposals — Basis for the Board’s Recommendation — Fairness Opinion.”

Recommendation to BUJA shareholders

BUJA’s Board believes that each of the proposals to be presented at the Extraordinary Meeting is fair to, and in the best interests of, BUJA and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposals and “FOR” the Adjournment Proposal, if presented.

The existence of financial and personal interests of one or more of BUJA’s directors results in conflicts of interest on the part of such director(s) between what he, she or they may believe is in the best interests of BUJA and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, BUJA’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposals—Interests of BUJA’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Certain Information Relating to PubCo and BUJA

PubCo Listing

PubCo will apply for listing, to be effective at the time of the Second Closing of the Business Combination, of the PubCo Class A Ordinary Shares on the Nasdaq and expects to obtain clearance by DTC as promptly as practicable following the issuance thereof, subject to official notice of issuance, prior to the Second Closing Date.

Delisting and Deregistration of BUJA

If the Business Combination is completed, BUJA Units, BUJA Ordinary Shares, BUJA Warrants and BUJA Rights shall be delisted from Nasdaq and shall be deregistered under the Exchange Act.

Emerging Growth Company

Upon consummation of the Business Combination, PubCo will be an “emerging growth company” as defined in the JOBS Act. PubCo will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which PubCo has total annual gross revenue of at least $1.235 billion or (c) in which PubCo is deemed to be a large accelerated filer, which means the market value of PubCo Class A Ordinary Shares held by non-affiliates exceeds $700 million as of the last business day of PubCo’s prior second fiscal quarter, PubCo has been subject to Exchange Act reporting requirements for at least 12 calendar months; and filed at least one annual report, and (ii) the date on which PubCo issued more than $1.0 billion in non-convertible debt during the prior three-year period. PubCo intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that PubCo’s independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation.

Furthermore, even after PubCo no longer qualifies as an “emerging growth company,” as long as PubCo continues to qualify as a foreign private issuer under the Exchange Act, PubCo will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies as further described below.

Code of Business Conduct and Ethics

PubCo will adopt a new code of business conduct and ethics (the “Code of Business Conduct and Ethics”) that applies to all directors, executive officers and employees. It will be available on PubCo’s website upon the effectiveness of the registration statement of which this proxy statement/prospectus forms a part. PubCo’s Code of Business Conduct and Ethics is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. Copies of the code of business conduct and charters for each of PubCo’s board committees will be provided without charge upon request from PubCo and will be posted on its website. PubCo will make any legally required disclosures regarding amendments to, or waivers of, provisions of PubCo`s Code of Business Conduct and Ethics on its Internet website.

Foreign Private Issuer Exemptions

As a “foreign private issuer,” PubCo will be subject to different U.S. securities laws than domestic U.S. issuers. The rules governing the information that PubCo must disclose differ from those governing U.S. companies pursuant to the Exchange Act. PubCo will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. Those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act.

In addition, as a “foreign private issuer,” PubCo’s officers and directors and holders of more than 10% of the issued and outstanding PubCo Class A Ordinary Shares, will be exempt from the rules under the Exchange Act requiring insiders to report purchases and sales of ordinary shares as well as from Section 16 short swing profit reporting and liability.

PubCo will also be exempt from the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, and current reports on Form 8-K, upon the occurrence of specified significant events. In addition, PubCo will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with Regulation FD, which restricts the selective disclosure of material information.

As a foreign private issuer, PubCo will be permitted to, and PubCo may, rely on exemptions from certain Nasdaq Stock Exchange corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of PubCo Class A Ordinary Shares. PubCo may follow certain home country practices in lieu of the requirements of the Nasdaq. See “Risk Factors—Risks Related to PubCo’s Securities—As an exempted company incorporated in the Cayman Islands, PubCo is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Stock Market corporate governance listing standards, which may afford less protection to shareholders than they would enjoy if PubCo complied fully with the Nasdaq Stock Market corporate governance listing standards.”

Implication of Being a Company with the Holding Company Structure

PubCo was incorporated as an exempted company with limited liability under the laws of the Cayman Islands on June 19, 2024. As a holding company with no material operations of its own, after the consummation of the Business Combination, PubCo is headquartered in Hong Kong and primarily conduct its operations through HK Daily. PubCo is permitted under the laws of Cayman Islands to provide funding to its subsidiaries through capital contributions and/or shareholder loans, as the case may be, without restrictions on the amount of the funds. However, while there are currently no such restrictions on foreign exchange and the transfer of cash or assets between PubCo and HK Daily, if certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future, were to become applicable to PubCo’s operating subsidiary in Hong Kong, and to the extent PubCo’s cash or assets in the business is in Hong Kong or a Hong Kong entity, such funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government on PubCo/GIBO and its operating subsidiaries’ ability to transfer funds or assets. See “Risk Factors — Risks Related to GIBO’s Operations in Hong Kong — Our Hong Kong subsidiary may be subject to restrictions on paying dividends or making other payments to us, which may restrict their ability to satisfy liquidity requirements, fund operations or for other use outside of Hong Kong, conduct business and pay dividends to holders of our ordinary shares. Dividends payable to our foreign investors and gains from the sale of our ordinary shares by our foreign investors may become subject to tax by the PRC.”

PubCo’s subsidiary in Hong Kong are permitted under the laws of Hong Kong to provide direct or indirect funding to PubCo, the holding company incorporated in the Cayman Islands, through dividend distributions. PubCo and its subsidiaries currently intends to retain all available funds and future earnings, if any, for the operations and expansion of PubCo’s business, and do not anticipate declaring or paying any dividends in the foreseeable future. The payment of any dividends subsequent to the Business Combination shall be within the discretion of the board of directors of PubCo, after considering the financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors that PubCo’s board of directors deem relevant, and subject to the restrictions contained in any future financing instruments. See “Risk Factors — Risks Related to GIBO’s Operations in Hong Kong — Our Hong Kong subsidiary may be subject to restrictions on paying dividends or making other payments to us, which may restrict their ability to satisfy liquidity requirements, fund operations or for other use outside of Hong Kong, conduct business and pay dividends to holders of our ordinary shares. Dividends payable to our foreign investors and gains from the sale of our ordinary shares by our foreign investors may become subject to tax by the PRC.”

Following the Business Combination, PubCo will establish cash management policies to direct how funds are transferred among PubCo and its subsidiaries to ensure the efficient and compliant handling of funds. These policies will require that each cash transfer shall (i) go through approval processes, ensuring that only authorized personnel are involved in the transaction, (ii) be properly recorded, facilitating audits and financial reviews, and (iii) be in compliance with all applicable laws and regulations, including anti-money laundering and know-your-customer requirements.

The Holding Foreign Companies Accountable Act

Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, if the SEC determines that PubCo has filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the Public Company Accounting Oversight Board (the “PCAOB”) for two consecutive years, the SEC will prohibit PubCo’s securities from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and PubCo uses an accounting firm headquartered in one of these jurisdictions to issue an audit report on its financial statements filed with the Securities and Exchange Commission, PubCo would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that PubCo will not be identified as a Commission-Identified Issuer for any future fiscal year, and if PubCo were so identified for two consecutive years, it would become subject to the prohibition on trading under the HFCAA. For more details, see “Risk Factors — Risks Related to GIBO’s Operations in Hong Kong — PubCo’s securities may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of PubCo’s securities, or the threat of their being delisted, may materially and adversely affect the value of your investment.”

PRC Regulatory Permissions

On December 28, 2021, the CAC and 12 other relevant PRC government authorities published the amended Cybersecurity Review Measures (the “New CAC Measures”), which came into effect on February 15, 2022 and replaced the cybersecurity review measures issued in April 2020. The New CAC Measures provide that a “network platform operator” that possesses personal information of more than one million users and seeks to list its securities overseas must apply for a cybersecurity review. Further, the relevant PRC governmental authorities may initiate a cybersecurity review against any company if they determine certain network products, services, or data processing activities of such company affect or may affect national security, or such company be construed as operators of critical information infrastructure purchasing network products and services. The Hong Kong Subsidiary does not collect, process or use personal information of entities or individuals other than what is necessary for its business and does not disseminate such information, and does not conduct any data processing activities in mainland China. As GIBO.ai platform geo-blocks IP addresses from mainland China and does not have any business operation within mainland China, neither GIBO nor PubCo believes that it is required to obtain clearance from the CAC under the New CAC Measures. However, PubCo faces uncertainties as to the interpretation or implementation of such regulations or rules, and if required, whether such clearance can be timely obtained, or at all. In the future, if PubCo and/or its subsidiaries are required to obtain any permission or approval from or complete any filing procedure with the CSRC, the CAC, or other PRC governmental authorities in connection with the Business Combination under the PRC law, PubCo and/or its subsidiaries may be fined or subject to other sanctions, and PubCo or its subsidiaries’ business and reputation, financial condition, and results of operations may be materially and adversely affected. Any actions by the PRC government to exert more influence and control over offerings that are conducted overseas and/or foreign investments in Hong Kong-based issuers (including businesses whose operations are in Hong Kong) could significantly limit or completely hinder PubCo’s ability to offer or continue to offer securities to investors and cause the value of its securities to significantly decline or be worthless. See “Risk Factors — Risks Related to GIBO’s Operations in Hong Kong — Our Hong Kong subsidiary may be subject to a variety of laws and other obligations regarding cyber security and data protection, and any failure to comply with applicable laws and obligations could have a material and adverse effect on its business, financial condition and results of operations.”

On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which became effective on March 31, 2023. The Trial Measures, which reformed the existing regulatory regime for overseas offering and listing of securities by PRC domestic companies and both direct and indirect overseas offering and listing of securities by PRC domestic companies, imposes a filing-based regulatory regime. According to the Trial Measures, if an issuer meets both of the following criteria, the overseas securities offering and listing conducted by such issuers shall be deemed as indirect overseas offering and listing, and filings with the CSRC pursuant to the Trial Measures’ requirements shall be submitted within three working days following its submission of application for an initial public offering or listing: (i) more than 50% of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by domestic companies; and (ii) the main parts of the issuer’s business activities are conducted in China, or its main places of business are located in China, or the senior managers in charge of its business operations and majority of the issuer’s management are Chinese citizens or domiciled in China. As of the date of this proxy statement/prospectus, neither GIBO nor PubCo, whether prior to or after the consummation of the Business Combination, believes that it meets the criteria for CSRC filing, on the basis that (i) neither GIBO nor PubCo has or will have any subsidiaries or business operations in mainland China; (ii) none of GIBO’s or PubCo’s operating revenues, total profits, total assets or net assets is or will be accounted for by any subsidiaries based in mainland China; and (iii) no issuance or sale of GIBO’s or PubCo’s securities has been or will be made directly or indirectly within mainland China.

However, PubCo cannot assure you that relevant PRC governmental agencies, including the CSRC, would reach the same conclusion as GIBO or PubCo does. If the CSRC or other regulatory agencies later promulgate new rules or explanations requiring PubCo to obtain their approvals for this offering and any follow-on offering, PubCo may be unable to obtain such approvals, which could significantly limit or completely hinder its ability to offer or continue to offer securities to PubCo’s investors. The CSRC or other PRC regulatory agencies may also take actions requiring PubCo, or making it advisable for PubCo, to halt the Business Combination before its consummation. Consequently, if you engage in market trading or other activities in anticipation of and prior to the consummation of the Business Combination, you would be doing so at the risk that such consummation may not occur. Any uncertainties or negative publicity regarding such approval requirements could have a material adverse effect on PubCo’s ability to complete the Business Combination or any future offering of its securities or the market for and market price of its securities and cause the value of its securities to significantly decline or become worthless. PubCo has been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC, the CAC or other PRC governmental authorities required for overseas listings. Nevertheless, PubCo may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. Furthermore, given recent statements by the PRC government indicating an intent to exert more influence and control over offerings that are conducted overseas and there are uncertainties with respect to the Chinese legal system and changes in laws, regulations, and policies, including how those laws, regulations, and policies will be interpreted or implemented, although as of the date of this proxy statement/prospectus, PubCo has not been involved in any investigations initiated by the applicable government regulatory authorities, nor has it received any inquiry, notice, warning or sanction in such respect, it is uncertain whether or when PubCo might be subject to such requirements, permission and approval from any related PRC government to list its shares on Nasdaq in the future. See “Risk Factors — Risks Related to GIBO’s Operations in Hong Kong — Our business, financial condition, results of operations, and prospects may be materially and adversely affected if certain laws and regulations of the PRC become applicable to us or our subsidiaries. We may be subject to the risks and uncertainties associated with the evolving laws and regulations in the PRC, their interpretation and implementation, and the legal and regulatory system in the PRC more generally”, “Risk Factors — Risks Related to GIBO’s Operations in Hong Kong — The recent state government interference into business activities of U.S. listed Chinese companies may negatively impact our existing and future operations in Hong Kong” and “Risk Factors — Risks Related to Conducting Operations in Hong Kong — If the PRC government determines that PubCo is a mainland China-based issuer, the mainland China government would be able to intervene in and influence PubCo’s operations, resulting in material adverse change in PubCo’s operations and/or the value of the PubCo’s securities.”

Cash Flows through the Organization

Following the consummation of the Business Combination, cash may be transferred among PubCo and its subsidiaries in the following manners: (i) funds may be transferred from PubCo to the Cayman Islands subsidiaries, including GIBO and BUJA, as needed, in the form of capital contributions or shareholder loans, as the case may be; (ii) funds may be transferred from PubCo to Global IBO AI Technology Ltd (“GIBO AI”) in the Cayman Islands, GIBO International Ltd. in Samoa and the Hong Kong Subsidiary in Hong Kong through GIBO, in the form of capital contributions or shareholder loans, as the case may be; and (iii) dividends or other distributions may be paid by the Hong Kong Subsidiary to PubCo through GIBO AI and GIBO.

There are no significant restrictions on foreign exchange or PubCo’s ability to transfer cash between entities within among PubCo and its subsidiaries. However, while there are currently no such restrictions on foreign exchange and PubCo’s ability to transfer cash or assets between PubCo and the Hong Kong Subsidiary, if certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future, were to become applicable to the Hong Kong Subsidiary, and to the extent PubCo’s cash or assets in the business is in Hong Kong or a Hong Kong entity, such funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government on PubCo and its operating subsidiaries’ ability to transfer funds or assets. As of the date of this proxy statement/prospectus, there has not been any funds transferred from PubCo to the Hong Kong Subsidiary. In the future, however, cash proceeds raised from overseas financing activities, including the Business Combination, may be transferred by PubCo to the Hong Kong Subsidiary via capital contribution or shareholder loans. As a holding company, PubCo may rely on dividends and other distributions on equity paid by the Hong Kong Subsidiary. If the Hong Kong Subsidiary requires external debt financing in the future, the instruments governing such debt financing may restrict its ability to pay dividends or repay shareholder loans to PubCo. As of the date of this proxy statement/prospectus, there have not been any such dividends or other distributions from the Hong Kong Subsidiary. PubCo and its subsidiaries intend to retain all available funds and future earnings, if any, for the operations and expansion of its business and do not anticipate declaring or paying any dividends in the foreseeable future. The payment of any dividends subsequent to the consummation of the Business Combination shall be within the discretion of the board of directors of PubCo, after considering its financial condition, results of operations, capital requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments. See “Risk Factors — Risks Related to GIBO’s Operations in Hong Kong — Our Hong Kong subsidiary may be subject to restrictions on paying dividends or making other payments to us, which may restrict their ability to satisfy liquidity requirements, fund operations or for other use outside of Hong Kong, conduct business and pay dividends to holders of our ordinary shares. Dividends payable to our foreign investors and gains from the sale of our ordinary shares by our foreign investors may become subject to tax by the PRC.”

Following the consummation of the Business Combination, PubCo will establish cash management policies to direct how funds are transferred among PubCo and its subsidiaries to ensure the efficient and compliant handling of funds. These policies will require that each cash transfer shall (i) go through approval processes, ensuring that only authorized personnel are involved in the transaction, (ii) be properly recorded, facilitating audits and financial reviews, and (iii) be in compliance with all applicable laws and regulations, including anti-money laundering and know-your-customer requirements.