UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-41729

BUKIT JALIL GLOBAL ACQUISITION 1 LTD.

(Exact name of registrant as specified in its charter)

Cayman Islands

N/A

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

31-1 Taman Miharja Phase 3B, Jalan 3/93, 2 ½ Miles, Cheras

Kuala Lumpur, Malaysia 55200

(Address of principal executive offices and zip code)

+603-91339688

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, consisting of one Ordinary Share, $0.0001 par value, one-half of one redeemable Warrant to acquire one Ordinary Share, and one Right to acquire one-tenth of one Ordinary Share	BUJAU	The Nasdaq Stock Market LLC
Ordinary Shares, par value $0.0001 per share	BUJA	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50	BUJAW	The Nasdaq Stock Market LLC
Rights, each whole right to acquire one-tenth of one Ordinary Share	BUJAR	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~March~~April 2811, ~~2024~~2025, there were 74,~~761~~941,~~807~~322 ordinary shares, par value $0.0001 per share issued and outstanding.

BUKIT JALIL GLOBAL ACQUISITION 1 LTD.

TABLE OF CONTENTS

PART I
Item 1.	Business	4
Item 1A.	Risk Factors	1011
Item 1B.	Unresolved Staff Comments	1011
Item 1C.	Cybersecurity	1011
Item 2.	Properties	1011
Item 3.	Legal Proceedings	1011
Item 4.	Mine Safety Disclosures	1011
PART II
Item 5.	Market for Registrant’s Common Equity, Related Shareholders Matters and Issuer Purchases of Equity Securities	1112
Item 6.	Reserved	1213
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1213
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 8.	Financial Statements and Supplementary Data	17
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	18
Item 9A.	Controls and Procedures	18
Item 9B.	Other Information	19
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	19
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	20
Item 11.	Executive Compensation	24
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	24
Item 13.	Certain Relationships and Related Transactions, and Director Independence	25
Item 14.	Principal Accounting Fees and Services	27
PART IV
Item 15.	Exhibits, Financial Statement Schedules	28
Item 16.	Form 10-K Summary	2930

Table of Contents

CERTAIN TERMS

References to the “BUJA,” “Company,” “our Company,” “our,” “us” or “we” refer to Bukit Jalil Global Acquisition 1 Ltd., a blank check company incorporated on September 15, 2022 as a Cayman Islands exempted corporation and 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, which we refer to throughout this Annual Report on Form 10-K as our “initial business combination.” References to our “sponsor” refer to Bukit Jalil Global Investment Ltd. References to “equity-linked securities” are to any securities of the Company which are convertible into, or exchangeable or exercisable for, equity securities of the Company, including any securities issued by the Company which are pledged to secure any obligation of any holder to purchase equity securities of the Company. References to the “SEC” are to the U.S. Securities and Exchange Commission. References to our “initial public offering” refer to our initial public offering, which closed on June 30, 2023. References to “public shares” are to shares of our ordinary shares sold as part of the units in our initial public offering. References to “public shareholders” are to the holders of our public shares.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K (this “Report” or “Annual Report”) may constitute “forward looking statements” for purposes of the federal securities laws. Our forward looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future and the statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”, “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward looking statements, but the absence of these words does not mean that a statement is not forward looking. Forward looking statements in this Annual Report on Form 10-K may include, for example, statements about:

	●	our ability to select an appropriate target business or businesses;

	●	our ability to complete our initial business combination;

	●	our expectations around the performance of the prospective target business or businesses;

	●	our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

	●	our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

	●	our potential ability to obtain additional financing to complete our initial business combination;

	●	our pool of prospective target businesses;

	●	the ability of our officers and directors to generate a number of potential acquisition opportunities;

	●	our public securities’ potential liquidity and trading;

	●	the lack of a market for our securities;

	●	the use of proceeds not held in the trust account described below or available to us from interest income on the trust account balance;

	●	the trust account not being subject to claims of third parties;

	●	our financial performance; or

	●	the other risk and uncertainties discussed in “Item 1A. Risk Factors,” elsewhere in this Annual Report on Form 10-K and in our other filings with the SEC.

The forward looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward looking statements. These risks and uncertainties include, but are not limited to, those factors described under “Part I, Item 1A. Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward looking statements. We undertake no obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Table of Contents

PART I

Item 1. Business Overview.

We are a blank check exempted company incorporated in the Cayman Islands on September 15, 2022 with limited liability (meaning our public shareholders have no liability, as shareholders of the Company, for the liabilities of the Company over and above the amount paid for their shares) to serve as a vehicle to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more target businesses. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location. We intend to utilize cash derived from the proceeds of our initial public offering (the “IPO”), our securities, debt or a combination of cash, securities and debt, in effecting a Business Combination. ~~We have not selected any target business for our initial business combination.~~

Initial Public Offering and Private Placement

On September 15, 2022, we issued 500,000,000 ordinary shares of a par value of $0.0001 each (the “Ordinary Shares”) to Bukit Jalil Global Investment Ltd. (the “Sponsor”). On November 16 2022, (1) we issued 1,437,500 Ordinary Shares of a par value of $0.0001 each to the Sponsor for a purchase price of $25,000, or approximately $0.0174 per share, and (2) the Sponsor surrendered 500,000,000 Ordinary Shares of a par value of $0.0001 each. On April 12, 2023, the Sponsor entered into a securities transfer agreement, pursuant to which the Sponsor transferred to our directors an aggregate of 23,000 Ordinary Shares, among which, 8,000 Ordinary Shares were transferred to Seck Chyn “Neil” Foo, and 5,000 Ordinary Shares were transferred to each of Bee Lian Ooi, Phui Lam Lee, and Suwardi Bin Hamzah Syakir. We refer to these Ordinary Shares throughout as the “Founder Shares.”

On June 30, 2023, we consummated the IPO of 5,750,000 units (including 750,000 units issued upon the full exercise of the over-allotment option, the “Public Units”). Each Public Unit consists of one Ordinary Share, one-half of one redeemable warrant (the “Warrant”), each whole Warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per share, and one right (the “Right”), each one Right entitling the holder thereof to exchange for one-tenth of one Ordinary Share upon the completion of our initial business combination. The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $57,500,000.

Substantially concurrently with the closing of the IPO, we completed the private sale (the “Private Placement”) of 424,307 units (the “Private Units”) to the Sponsor, at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $4,243,070.

Substantially concurrently with the closing of the IPO, we also issued to A.G.P. / Alliance Global Partners (“A.G.P.”), the representative of the underwriters of the IPO, 150,000 ordinary shares (the “Representative Shares”).

The proceeds of $58,362,500 ($10.15 per Public Unit) in the aggregate from the IPO and the Private Placement, were placed in a trust account (the “Trust Account”) established for the benefit of the Company’s public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee.

Our management has broad discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held out of the Trust Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination and working capital.

Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. We presently have no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our operations.

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

The Ordinary Shares, Warrants, and Rights are traded on the Nasdaq Capital Market (“Nasdaq”) under the symbols “BUJA,” “BUJAW,” and “BUJAR”, respectively. Units not separated will continue to trade on Nasdaq under the symbol “BUJAU.” Holders of Public Units will need to have their brokers contact the Company’s transfer agent, Continental Stock Transfer & Trust Company, in order to separate the holders’ Public Units into Ordinary Shares, Warrants, and Rights.

Table of Contents

Recent Development

~~Waive~~Proposed ofBusiness ~~Administrative~~Combination ~~Service~~with ~~Fee~~GIBO

OnAs ~~June~~previously ~~27,~~disclosed ~~2023,~~ in ~~connection~~the ~~with~~Company’s ~~the~~Current ~~IPO~~Report on Form 8-K filed on August 9, 2024, the Company entered into ana ~~administrative~~Business ~~service~~Combination ~~agreement~~Agreement ~~with~~dated ~~the~~August ~~Sponsor~~5, 2024 (as may be amended, supplemented, or otherwise modified from time to time, the “~~Administrative~~Business ~~Service~~Combination Agreement”), with GIBO HOLDINGS LIMITED, a Cayman Islands exempted company limited by shares (“PubCo”), GIBO Merger Sub 1 Limited, a Cayman Islands exempted company limited by shares (“Merger Sub I”), GIBO Merger Sub 2 Limited, a Cayman Islands exempted company limited by shares (“Merger Sub II”), and Global IBO Group Ltd., ~~Pursuant~~a Cayman Islands exempted company limited by shares (“GIBO”), pursuant to ~~the~~which, ~~Administrative~~among ~~Service~~other ~~Agreement~~things, ~~the~~(i) ~~Company~~Merger ~~shall~~Sub ~~pay~~I ~~the~~will ~~Sponsor~~merge ~~$10~~with and into GIBO,~~000~~ ~~per~~with ~~month~~GIBO as the surviving entity and a wholly-owned subsidiary of PubCo (the “~~Administrative~~First ~~Service Fee~~Merger”), ~~from~~and ~~June~~(ii) 27following the First Merger, ~~2023~~Merger Sub II will merge with and into BUJA, with BUJA as the ~~date~~surviving entity and a wholly-owned subsidiary of PubCo (the ~~Company’s~~“Second ~~final~~Merger,” ~~prospectus~~and ~~for~~together with the ~~IPO~~First ~~till~~Merger and the ~~earlier~~other oftransactions contemplated by the Business Combination Agreement, the “Business Combination”). Upon the consummation of anthe ~~initial~~Business ~~business~~Combination, ~~combination~~each orof ~~the~~BUJA ~~Company’s~~and ~~liquidation.~~GIBO ~~The~~will ~~Administrative~~become ~~Service~~a ~~Agreement~~subsidiary ~~provides~~of ~~that~~PubCo, ~~any~~and ~~unpaid~~BUJA’s ~~amount~~shareholders and GIBO’s shareholders (except certain shareholders of the ~~Administrative~~Company ~~Service~~(such ~~Fee~~shareholders, the “Founders”)) will ~~accrue~~receive ~~without~~Class ~~interest~~A ordinary shares of par value of $0.000001 each of PubCo (“PubCo Class A Ordinary Shares”) and bethe ~~due~~Founders will receive Class B ordinary shares of par value of $0.000001 each of PubCo (“PubCo Class B Ordinary Shares” and ~~payable~~together nowith ~~later~~PubCo ~~than~~Class A Ordinary Shares, “PubCo Ordinary Shares”) as consideration and become the ~~date~~shareholders of PubCo. Each PubCo Class A Ordinary Share shall entitle the ~~consummation~~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 ~~Company’s~~holder ~~initial~~thereof ~~business~~to ~~combination~~twenty (20) votes on all matters subject to vote at general meetings of PubCo. OnEach ~~October~~PubCo ~~14,~~Class ~~2023,~~B ~~upon~~Ordinary Share is convertible into one (1) PubCo Class A Ordinary Share at any time at the ~~approval~~option of the ~~Board~~holder thereof and PubCo Class A Ordinary Shares are not convertible into PubCo Class B Ordinary Shares under any circumstances. The closing date of ~~Directors~~each of the First Merger and ~~Audit~~the ~~Committee~~Second ofMerger is hereinafter referred to as the ~~Company,~~“First Closing Date” and the “Second Closing Date” respectively. The Company expects PubCo Class A Ordinary Shares be listed and traded on the ~~Sponsor~~Nasdaq ~~agreed~~Stock toMarket ~~waive~~LLC ~~full~~(“Nasdaq”) ~~payment~~following the consummation of the ~~Administrative~~Business ~~Service~~Combination. ~~Fee~~In connection with the Business Combination, PubCo filed with the SEC a registration statement on Form F-4 (File No. 333-285183), which was declared effective on March 12, 2025 (as amended from time to time, the ~~start~~“Form ~~date~~F-4”), and the Company filed a definitive proxy statement (the “Proxy Statement”) for upthe tosolicitation 12of ~~months~~proxies in connection with ~~the~~an ~~amount~~extraordinary general meeting of ~~$120~~the Company’s shareholders on March 12,~~000~~ 2025.

~~Non-Binding~~On ~~LOI~~March ~~Relating~~31, ~~Proposed~~2025, the Company held an extraordinary general meeting (the “Extraordinary General Meeting”) in connection with the Business Combination. The shareholders approved following proposals, to approve by special resolutions:

On(a) ~~January 9, 2024,~~ the ~~Company~~Business ~~entered~~Combination ~~into~~Agreement aand ~~non-binding letter of intent~~ (~~the “LOI”~~ii) ~~with~~other ~~Global~~Transaction ~~IBO~~Documents ~~Group Ltd~~ (~~“Global~~as ~~IBO”),~~defined ~~which~~in ~~outlines~~ the ~~general~~Business ~~terms~~Combination ~~and~~Agreement) ~~conditions~~be ofapproved, aratified ~~potential business combination involving Global IBO~~ and ~~its~~confirmed ~~subsidiaries~~in ~~(the~~all ~~“Proposed Transaction”).~~respects;

~~The~~(b) ~~LOI~~the isBusiness onCombination awhich ~~non-binding~~includes ~~basis and no agreement providing for any Proposed Transaction or any other transaction or~~ the ~~participation~~Second byMerger ~~either party therein will be deemed to exist unless~~ and ~~until~~other ~~definitive~~transactions ~~agreements~~contemplated ~~have~~in ~~been executed. As of~~ the ~~date~~Business ~~hereof,~~Combination ~~the~~Agreement ~~Company~~be ~~has not entered into any definitive agreements~~approved, ~~for~~ratified ~~the~~and ~~purpose~~confirmed ofin ~~effecting~~all ~~into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.~~respects;

~~Background~~(c) the plan of second merger in relation to the Second Merger and ~~Competitive~~the ~~Strengths~~filing of the plan of second merger with the Registrar of Companies of the Cayman Islands be approved, ratified and confirmed in all respects;

We(d) ~~leverage~~with ~~our~~effect ~~management~~from ~~team’s~~the ~~proprietary~~Second ~~network~~Merger ofEffective ~~relationships~~Time ~~with~~(as ~~corporate~~defined ~~executives,~~in ~~private~~the ~~equity~~Business Combination Agreement), ~~venture~~the re-designation and ~~growth~~reclassification ~~capital~~of ~~funds,~~the ~~investment~~authorized ~~banking~~issued ~~firms~~ and ~~consultants~~unissued in10,000,000 ~~order~~preference toshares ~~source,~~of ~~acquire,~~a ~~and~~par ~~support~~value ~~the~~of ~~operations~~US$0.0001 each into 10,000,000 ordinary shares of ~~the~~a ~~business~~par ~~combination~~value ~~target.~~of DrUS$0.0001 ~~Seck~~each ~~Chyn~~(the “~~Neil~~Re-designation”) ~~Foo,~~such ~~our~~that ~~Chief~~following ~~Executive~~the ~~Officer~~Re-designation, ~~Chief~~the ~~Financial~~authorized ~~Officer~~share ~~and~~capital ~~Chairman~~ of ~~the~~BUJA ~~board~~shall ofbe ~~directors~~changed from US$50,000 ~~has~~divided ~~accumulated~~into ~~extensive~~490,000,000 ~~resources~~ordinary ~~from~~shares ~~different~~of ~~roles~~a inpar ~~multiple~~value ~~public~~of ~~and~~US$0.0001 ~~private~~each ~~companies~~and in10,000,000 ~~various~~preference ~~industrial~~shares ~~sectors.~~of ~~Meanwhile,~~a ~~via~~par ~~his~~value ~~roles~~of inUS$0.0001 ~~various~~each ~~social~~to ~~organizations~~US$50,000 ~~Dr.~~divided ~~Foo~~into ~~has~~500,000,000 ~~also~~shares ~~developed~~of a ~~large~~nominal ~~and~~or ~~deep~~par ~~network~~value ~~and~~of ~~strong~~US$0.0001 ~~relationships~~each ~~with~~be ~~many business founders~~approved, ~~executive~~ratified and ~~investors.~~confirmed in all respects;

In(e) ~~addition,~~with ~~our~~effect ~~management~~from ~~team,~~the ~~comprising~~Second ofMerger ~~our~~Effective ~~executive~~Time ~~officers~~(as ~~and~~defined ~~directors, have experience~~ in ~~management,~~the ~~directorship~~Business ~~and~~Combination ~~business in public and private companies. Dr. Foo is currently serving as a corporate advisor of Smile-Link Healthcare Global Berhad (Bursa Malaysia: 03023~~Agreement), the ~~Group~~amendment ~~Chairman~~ and anrestatement ~~Independent Director~~ of ~~MCOM~~the ~~Holdings~~amended ~~Bhd~~and ~~(Bursa~~restated ~~Malaysia:~~memorandum ~~03022),~~ and ~~the~~articles ~~Chief~~of ~~Strategist~~association of ~~NCT~~BUJA ~~Alliance~~by ~~Berhad~~the ~~(Bursa~~deletion ~~Malaysia:~~in ~~0056).~~their ~~Dr.~~entirety ~~Foo~~and ~~also~~substitution ~~previously~~in ~~served~~their asplace ~~an Investment Director~~ of ~~Novelplus~~the ~~Technology~~second ~~Berhad~~amended ~~(Bursa~~and ~~Malaysia:~~restated ~~03045)~~memorandum and ~~the~~articles ~~Global Panel Advisor~~ of Hoassociation ~~Wah Genting Berhad (Bursa Malaysia: 9601). Ms. Bee Lian Ooi, one~~ of ~~our~~BUJA ~~independent~~be ~~directors~~approved, isratified ~~the founder~~ and ~~Managing~~confirmed ~~Director of JL Signature Sdn. Bhd., a private investment and asset management firm focusing on real estate and technology-driven investment holdings~~ in ~~Malaysia.~~all ~~We leverage their relevant experience to search and valuate business combination targets~~respects, ~~perform discipline due diligence~~ and ~~provide post business combination value-add capabilities.~~

We(f) ~~believe~~with ~~that~~effect ~~this~~from ~~combination~~the ofSecond ~~extensive~~Merger ~~relationships~~Effective ~~and~~Time ~~expertise~~(as ~~will~~defined ~~make~~in usthe aBusiness ~~preferred~~Combination ~~partner for and allow us to source high-quality business combination targets. However~~Agreement), ~~none of our management team is obligated to remain with~~ the ~~company~~appointment ~~after~~of anLIM ~~acquisition~~Chun ~~transaction,~~Yen ~~and~~as ~~we cannot provide assurance that~~ the ~~resignation~~sole ordirector ~~retention~~ of ~~our~~BUJA ~~current management will~~ be ~~a term or condition in any agreement relating to business combination. Moreover~~approved, ~~despite~~ratified ~~the competitive advantages we believe we have, we remain subject to significant competition with respect to identifying~~ and ~~executing~~confirmed ain ~~business~~all ~~combination.~~respects

5In ~~Table~~connection with the Extraordinary General Meeting, as of ~~Contents~~March 27, 2025, the cut-off date of the redemption request, 2,832,423 ordinary shares of BUJA were rendered for redemption.

~~Business~~Extension, ~~Strategy~~Amendments to Articles of Incorporation or Bylaws and ~~Acquisition~~Trust ~~Criteria~~Agreement Amendment

~~Our~~On ~~management~~June ~~team~~29, ~~focuses~~2024, onthe ~~creating~~Company ~~shareholder~~held ~~value~~an byextraordinary ~~leveraging~~general ~~its~~meeting ~~experience~~(the in“Extraordinary ~~the~~Meeting”), ~~management~~where ~~and~~the ~~operation~~shareholders of ~~businesses~~the Company approved the proposal (the “MAA Amendment Proposal”) to ~~improve~~amend Articles 48.7 and 48.8 of the ~~efficiency~~Company’s Amended and Restated Memorandum and Articles of ~~operations~~Association ~~while~~(the ~~implementing~~“Then ~~strategies~~Current MAA”) to ~~scale~~provide ~~revenue~~that ~~organically~~the ~~and/or~~Company ~~through~~must ~~acquisitions.~~(i) ~~Consistent~~consummate ~~with~~a ~~our~~business ~~strategy~~combination, weor ~~have~~(ii) ~~identified~~cease its operations except for the ~~following~~purpose ~~general~~of ~~criteria~~winding up if it fails to complete such Business Combination and ~~guidelines~~redeem ~~that~~or werepurchase ~~believe~~100% ~~are~~of ~~essential~~the Company’s public shares included as part of the public units issued in ~~evaluating~~the ~~prospective~~Company’s ~~target~~initial ~~businesses.~~public ~~While~~offering, weby ~~intend~~June to30, ~~use~~2024 ~~these~~(the ~~criteria~~“Termination Date”), and ~~guidelines~~if inthe ~~evaluating~~Company ~~prospective~~does ~~businesses~~not consummate a business combination by June 30 2024, wethe Termination Date may ~~deviate~~be ~~from~~extended ~~these~~up ~~criteria~~to ~~and~~twelve ~~guidelines~~times, ~~should~~each weby ~~consider~~a itMonthly ~~appropriate~~Extension, for a total of up to dotwelve ~~so:~~months to June 30, 2025, without the need for any further approval of the Company’s shareholders (the “Extension”).

~~Strong~~In ~~Management~~addition, ~~Team~~at ~~That~~the ~~Can~~Extraordinary ~~Create~~Meeting, ~~Significant~~the ~~Value~~shareholders ~~for~~of ~~Target~~the ~~Business~~Company also approved the proposal (“NTA Requirement Amendment Proposal”) to amend Articles 48.2, 48.4, 48.5, and 48.8 of the Then Current MAA (such amendment, together with the amendment mentioned in the last paragraph, the “MAA Amendment”) to eliminate the limitation that the Company may not redeem the Company’s public shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions.

WeIn ~~will~~connection ~~seek~~with tothe ~~identify~~MMA ~~companies~~Amendment, ~~with~~the ~~strong~~Company and ~~experienced~~Continental ~~management~~Stock ~~teams~~Transfer ~~that~~& ~~will~~Trust ~~complement~~Company, a New York limited purpose trust company (the ~~management~~“Trustee”) ~~and~~amended ~~operating~~the ~~abilities~~Investment ofManagement ~~our~~Trust ~~management~~Agreement ~~team.~~dated WeJune ~~believe~~27, we2023 ~~can~~(the “Trust Agreement”), to provide athat ~~platform~~the ~~for~~Trustee must commence liquidation of the ~~target~~Company’s ~~existing~~Trust ~~management~~Account ~~team~~by the 12-month anniversary of the closing of the IPO, or, in the event that the Company extended (on a monthly basis), the time to ~~leverage~~complete the ~~experience~~business combination for up to 24-month from the closing of ~~our~~the ~~management~~IPO ~~team~~(each of such monthly extensions, the “Monthly Extension”) but has not completed the business combination within the applicable monthly anniversary of the closing of the IPO. In connection with the MAA Amendment Proposal and the NTA Requirement Amendment Proposal, 2,820,485 ordinary shares of the Company were rendered for redemption, and $30,153,549.88 were paid to the redeeming shareholders accordingly in July 2024.

~~Niche~~Monthly ~~Deal~~Extension ~~Size~~Deposit and Notes

WeTo ~~intend~~effectuate toeach ~~acquire~~Monthly ~~emerging~~Extension, ~~growth~~on ~~companies~~or ~~that~~about ~~either~~July ~~grow~~1, ~~into~~2024, athe ~~position~~Sponsor todeposited ~~generate~~the ~~cash~~monthly orextension ~~are~~fee ~~already~~in ~~cash-generative.~~the Weamount ~~believe~~of we$100,000 ~~have~~for ~~greater~~all ~~access~~remaining public shares in the Trust Account (the “July 2024 Extension Payment”) so that the Company has until July 30, 2024 to ~~companies~~complete ~~within~~its ~~this~~initial ~~range~~business ~~and~~combination. weIn ~~expect~~connection with the ~~negotiation~~July ~~process~~2024 Extension Payment, the Company issued to bethe ~~comparably~~Sponsor ~~time-saving~~an unsecured promissory note of $100,000 (the “July 2024 Extension Note”).

~~Long-term~~5 ~~Revenue~~Table ~~Visibility~~of ~~with Defensible Market Position~~Contents

InOn ~~management’s~~August ~~view~~1, 2024, the ~~target~~Sponsor ~~companies~~deposited ~~should~~$100,000 beinto ~~close~~the toTrust anAccount ~~anticipated~~(the ~~inflection~~“August ~~point,~~2024 ~~such~~Extension asPayment”) ~~those~~resulting ~~companies~~in ~~requiring~~the ~~additional~~Company ~~management~~having ~~expertise,~~until ~~those~~August ~~companies~~30, ~~able~~2024 to ~~innovate~~complete byits ~~developing~~initial ~~new~~business ~~products~~combination. orThe ~~services,~~Company orissued ~~companies where we believe we have ability~~ to ~~achievement~~the ~~improved~~Sponsor ~~profitability~~an ~~performance~~unsecured ~~through~~promissory annote ~~acquisition~~of ~~designed~~$100,000 to(the ~~help~~“August ~~facilitate~~2024 ~~growth~~Extension Note”).

~~Benefits~~On ~~from~~August ~~Being~~28, a2024, Uthe 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.S. ~~Public~~BUJA ~~Company~~issued to the Sponsor an unsecured promissory note of $100,000 (~~Value~~the ~~Creation~~“Second ~~and~~August ~~Marketing~~2024 ~~Opportunities~~Extension Note”).

WeOn ~~intend~~September to24, ~~search target companies that we believe will help offer attractive risk-adjusted equity returns for our shareholders. Amount other criteria~~2024, ~~we expect to evaluate financial returns based on (i)~~ the ~~potential~~Sponsor ~~for~~deposited ~~organic growth in cash flows~~$100,000 ~~(ii)~~into the ~~ability~~Trust toAccount ~~achieve cost savings,~~ (~~iii)~~ the ~~ability~~“September to2024 ~~accelerate~~Extension ~~growth,~~Payment”) ~~including~~resulting ~~through~~in ~~the~~BUJA ~~opportunity~~having ~~for~~until ~~follow-on~~October ~~acquisitions~~30, ~~and~~2024 ~~(iv)~~to ~~the~~complete ~~prospects~~its ~~for~~initial ~~creating~~business ~~value through other value creation initiatives~~combination. WeBUJA ~~also~~issued ~~plan~~ to ~~evaluate~~the ~~potential~~Sponsor ~~upside~~an ~~from~~unsecured ~~future~~promissory ~~growth~~note inof $100,000 (the ~~target~~“September ~~business’~~2024 ~~earnings~~Extension ~~and an improved capital structure~~Note”).

~~These~~On ~~criteria~~October ~~are~~30, ~~not~~2024, ~~intended~~the toSponsor bedeposited ~~exhaustive.~~$100,000 ~~Any~~into ~~evaluation~~the ~~relating~~Trust toAccount (the ~~merits~~“October of2024 aExtension ~~particular~~Payment”) ~~initial~~resulting ~~business~~in ~~combination~~BUJA ~~may~~having beuntil ~~based~~November 30, 2024 to ~~the~~complete ~~extent~~its ~~relevant,~~initial onbusiness ~~these~~combination. ~~general~~BUJA ~~guidelines~~issued asto ~~well~~the asSponsor ~~other~~an ~~considerations,~~unsecured ~~factors~~promissory ~~and~~note ~~criteria~~of ~~that~~$100,000 ~~our~~(the ~~management~~“October ~~may~~2024 ~~deem~~Extension ~~relevant~~Note”).

InOn ~~the~~November ~~event~~29, ~~that~~2024, wethe ~~decide~~Sponsor todeposited ~~enter~~$100,000 into ~~our initial business combination with a target business that does not meet~~ the ~~above~~Trust ~~criteria~~Account ~~and guidelines, we will disclose that~~ (the ~~target~~“November ~~business~~2024 ~~does~~Extension ~~not~~Payment”) ~~meet~~resulting ~~the~~in ~~above~~BUJA ~~criteria~~having ~~and~~until ~~guidelines~~December in30, ~~our~~2024 ~~shareholder communications related~~ to ~~our~~complete its initial business combination,. ~~which,~~BUJA ~~would~~issued beto in the ~~form~~Sponsor ofan ~~proxy~~unsecured ~~solicitation~~promissory ornote ~~tender~~of ~~offer~~$100,000 ~~materials that we would file with~~ (the ~~U.S.~~“November ~~Securities~~2024 ~~and~~Extension ~~Exchange Commission (the “SEC~~Note”).

6On ~~Table~~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 ~~Contents~~$100,000 (the “December 2024 Extension Note”).

~~Effecting~~On aJanuary ~~Business~~24, ~~Combination~~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”).

WeOn ~~will~~February ~~either (i) seek shareholder approval of our initial business combination at a meeting called for such purpose at which public shareholders may seek to convert their public shares~~21, ~~regardless of whether they vote for or against~~2025, ~~or abstain from voting on,~~ the ~~proposed~~Sponsor ~~business~~deposited ~~combination~~$100,000 into ~~their pro rata portion of~~ the ~~aggregate amount then on deposit in the~~ Trust Account (~~net of taxes payable) or (ii) provide our public shareholders with~~ the ~~opportunity~~“February to2025 ~~sell~~Extension ~~their public shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote~~Payment”) ~~for~~resulting ~~an amount equal to their pro rata share of the aggregate amount then on deposit~~ in ~~the~~BUJA ~~Trust~~having ~~Account~~until ~~(net~~March ~~of taxes payable)~~30, in2025 ~~each case subject~~ to ~~the~~complete ~~limitations~~its ~~described~~initial herein. Notwithstanding the foregoing, our insiders have agreed, pursuant to written letter agreements with us, not to convert any public shares held by them into their pro rata portion of the aggregate amount then on deposit in the Trust Account. The decision as to whether we will seek shareholder approval of our proposed business combination or allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. IfBUJA weissued ~~so choose and we are legally permitted~~ to ~~do so, we will have~~ the ~~flexibility~~Sponsor toan ~~avoid~~unsecured apromissory ~~shareholder~~note ~~vote and allow our shareholders to sell their shares pursuant to the tender offer rules~~ of the Securities and Exchange Commission, or SEC. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least $5100,000~~,001~~ ~~upon such consummation and, solely if we seek shareholder approval, a majority of~~ (the ~~issued~~“February ~~and~~2025 ~~outstanding~~Extension ~~ordinary shares voted are voted in favor of the business combination~~Note”).

WeOn ~~will~~March have until 12 months from the consummation of the IPO to consummate our initial business combination. If we anticipate that we may not be able to consummate our initial business combination within 12 months from closing of the IPO26, ~~we may~~2025, ~~but are not obligated to, extend~~ the ~~period~~Sponsor ofdeposited ~~time to consummate a business combination two times by an additional three months each time (for a total of up to 18 months to complete a business combination)~~$100,000 ~~provided that the Sponsor and/or designees must deposit~~ into the Trust Account ~~for each three months extension, $500,000, or $575,000 if~~ (the ~~underwriter’s~~“March ~~over-allotment~~2025 ~~option~~Extension isPayment”) ~~exercised~~resulting in ~~full~~BUJA ~~($0.10~~having ~~per~~until ~~unit~~April ~~in either case)~~30, up2025 to ancomplete ~~aggregate~~its of $1,000,000 or $1,150,000 if the underwriter’s over-allotment option is exercised in full, on or prior to the date of the applicable deadline. Our public shareholders will not be afforded an opportunity to vote on our extension of time to consummate an initial business combination ~~from 12 months to up to 18 months described above or redeem their shares in connection with such extensions~~. IfBUJA weissued ~~are unable~~ to ~~consummate~~the ~~our~~Sponsor ~~initial~~an ~~business~~unsecured ~~combination~~promissory ~~within~~note ~~such~~of ~~time period~~$100,000 ~~unless~~(the we“March ~~extend~~2025 ~~such~~Extension ~~period~~Note,” ~~pursuant~~together towith ~~our~~the ~~amended~~July ~~and~~2024 ~~restated~~Extension ~~memorandum and articles of association~~Note, wethe ~~will,~~August as2024 ~~promptly~~Extension ~~as possible but not more than ten (10) business days thereafter~~Note, ~~redeem 100% of our issued and outstanding public shares for a pro rata portion of~~ the ~~funds~~Second ~~held~~August in2024 ~~the~~Extension ~~Trust Account~~Note, ~~including a pro rata portion of any interest earned on~~ the ~~funds~~September ~~held~~2024 inExtension ~~the Trust Account and not previously released to us or necessary to pay our taxes (less up to $100~~Note,~~000~~ ofthe ~~interest~~October to2024 ~~pay~~Extension ~~dissolution expenses)~~Note, ~~and~~November ~~then~~2024 ~~seek~~Extension ~~to liquidate and dissolve. However~~Note, ~~we may not be able to distribute such amounts as a result of claims of creditors which may take priority over~~ the ~~claims~~December of2024 ~~our~~Extension ~~public~~Note, ~~shareholders. In~~ the ~~event~~January of2025 ~~our~~Extension ~~liquidation~~Note, and ~~subsequent dissolution and~~ the ~~public~~February ~~warrants~~2025 ~~will~~Extension ~~expire~~Note, ~~and~~the ~~will~~“Extension ~~be worthless~~Notes”).

IfPursuant ~~we are unable~~ to ~~consummate~~the ~~our~~Extension ~~initial~~Notes, ~~business~~the ~~combination within this time period~~Sponsor, wehas ~~will liquidate~~ the ~~Trust~~right, ~~Account~~but ~~and~~not ~~distribute~~ the ~~proceeds~~obligation, ~~held therein~~ to ~~our~~convert ~~public~~the ~~shareholders~~Notes, byin ~~way~~whole ofor ~~redeeming~~in ~~their~~part, ~~shares~~respectively, ~~and~~into ~~dissolve.~~private Ifunits weof ~~are~~the ~~forced to liquidate~~Company, weeach ~~anticipate~~consisting ~~that~~of weone ~~would~~ordinary ~~distribute~~share, topar ~~our~~value ~~public~~$0.0001 ~~shareholders~~per ~~the~~share, ~~amount~~one-half inof ~~the~~one ~~Trust~~warrant, ~~Account~~and ~~calculated~~one asright ofto ~~the~~receive ~~date~~one-tenth ~~that is two~~ (21/10) ~~days~~of ~~prior~~one toordinary share upon the ~~distribution~~consummation ~~date~~of ~~(including~~a ~~any~~business ~~accrued~~combination, ~~interest~~as ~~net~~described ofin ~~taxes~~the ~~payable).~~prospectus ~~Prior~~dated toJune ~~such~~27, ~~distribution~~2023, werelating ~~would be required~~ to ~~assess~~the ~~all~~Company’s ~~claims~~initial ~~that~~public ~~may~~offering, befiled ~~potentially brought against us~~ by ~~our~~the ~~creditors~~Company ~~for~~with ~~amounts~~the ~~they~~SEC ~~are~~on ~~actually~~June ~~owed~~28, ~~and~~2023 ~~make~~(File ~~provision~~No: ~~for~~333- ~~such~~272605) ~~amounts~~(the “Prospectus”), asby ~~creditors~~providing ~~take~~the ~~priority~~Company ~~over our public shareholders~~ with ~~respect~~written tonotice ~~amounts~~of ~~that~~the ~~are~~intention ~~owed~~ to ~~them.~~convert Weat ~~cannot~~least ~~assure~~two ~~you~~business ~~that~~days weprior ~~will~~to ~~properly~~the ~~assess~~closing ~~all~~of ~~claims~~the ~~that~~business ~~may be potentially brought against us~~combination. AsThe ~~such,~~number ~~our shareholders could potentially be liable for any claims~~ of ~~creditors~~units to ~~the~~be ~~extent of distributions~~ received by ~~them~~the asSponsor anin ~~unlawful~~connection ~~payment~~with insuch ~~the~~conversion ~~event~~shall webe ~~enter~~ an ~~insolvent~~amount ~~liquidation.~~determined Inby dividing (x) the ~~event~~sum of ~~our~~the ~~liquidation~~outstanding ~~and~~principal ~~subsequent~~amount ~~dissolution,~~payable to the ~~public~~Sponsor ~~warrants~~by ~~will~~(y) ~~expire and will be worthless~~$10.00.

7Amendment ~~Table~~to ofthe ~~Contents~~Underwriting Agreement

~~Pursuant~~On toApril ~~the~~3, ~~NASDAQ~~2025, ~~listing~~the ~~rules,~~Company ~~our~~entered ~~initial~~into ~~business~~an ~~combination~~amendment ~~must~~(the be“Amendment”) ~~with~~to athe ~~target~~underwriting ~~business~~agreement ordated ~~businesses~~as ~~whose~~of ~~collective~~June ~~fair~~27, ~~market~~2023 ~~value~~(the is“Underwriting atAgreement”) ~~least~~with ~~equal~~A.G.P. Pursuant to ~~80%~~the ofAmendment, the ~~balance~~parties inagree ~~the~~to ~~Trust~~amend ~~Account~~the ~~(excluding~~amount ~~any~~of ~~deferred~~the ~~underwriting~~Deferred ~~discounts~~Underwriting ~~and~~Commission ~~commissions~~(as ~~and~~defined ~~taxes~~in ~~payable~~the onUnderwriting ~~the~~Agreement) ~~income~~from ~~earned~~(i) on2% of the ~~Trust~~gross ~~Account)~~proceeds atfrom the ~~time~~sale of the ~~execution~~Firm ofUnits a(as ~~definitive~~defined ~~agreement~~in ~~for~~the ~~such~~Underwriting ~~business~~Agreement) ~~combination~~($1,000,000) ~~although~~and ~~this~~2% ~~may entail simultaneous acquisitions~~ of ~~several~~the ~~target~~gross ~~businesses.~~proceeds ~~The~~from ~~fair~~the ~~market~~sale ~~value~~ of the ~~target~~Option ~~business~~Units ~~will~~(as bedefined ~~determined~~in bythe ~~our~~Underwriting ~~board~~Agreement) of(up ~~directors~~to ~~based~~$1,150,000 ~~upon~~in ~~one~~aggregate orif ~~more standards generally accepted by~~ the ~~financial~~Over-Allotment ~~community~~Option (~~such~~ as ~~actual~~defined ~~and~~in ~~potential~~the ~~sales,~~Underwriting ~~earnings,~~Agreement) ~~cash~~is ~~flow~~exercised ~~and/or~~in ~~book value~~full). ~~Our~~to ~~board~~(ii) 1.6% of ~~directors~~the ~~will~~gross ~~have~~proceeds ~~broad~~from ~~discretion~~the insale ~~choosing~~of the ~~standard~~Firm ~~used~~Units to($800,000) ~~establish~~and ~~the~~1.6% ~~fair market value~~ of ~~any~~the ~~prospective~~gross ~~target~~proceeds ~~business.~~from ~~The~~the ~~target~~sale ~~business~~of orthe ~~businesses~~Option ~~that~~Units we(up ~~acquire~~to ~~may~~$920,000 ~~have~~in aaggregate ~~collective~~if ~~fair~~the ~~market~~Over-Allotment ~~value~~Option ~~substantially~~is exercised in ~~excess~~full). ofAs ~~80%~~a ofresult, the ~~Trust~~Company ~~Account~~is ~~balance.~~expected Weto ~~will~~pay ~~not~~Deferred beUnderwriting ~~required~~Commission toin ~~comply with~~ the ~~80%~~amount ~~fair~~of ~~market~~$920,000 ~~value~~at ~~requirement~~the ifclosing weof ~~are~~the ~~delisted~~business ~~from NASDAQ~~combination.

WeBackground ~~are~~and ~~not~~Competitive required to obtain an opinion from an unaffiliated third party that the target business we select has a fair market value in excess of at least 80% of the balance of the Trust Account unless our board of directors cannot make such determination on its own. We are also not required to obtain an opinion from an unaffiliated third party indicating that the price we are paying is fair to our shareholders from a financial point of view unless the target is affiliated with our officers, directors, insiders or their affiliates.Strengths

We ~~currently~~leverage ~~anticipate structuring~~ our ~~initial~~management ~~business~~team’s ~~combination~~proprietary tonetwork ~~acquire 100%~~ of ~~the~~relationships ~~equity~~with ~~interests~~corporate orexecutives, ~~assets~~private ofequity, ~~the~~venture ~~target~~and ~~business~~growth orcapital ~~businesses. We may~~funds, ~~however,~~investment ~~structure~~banking ~~our~~firms ~~initial~~and ~~business~~consultants ~~combination where we merge directly with the target business or where we acquire less than 100% of such interests or assets of the target business~~ in order to ~~meet~~source, ~~certain objectives of the target management team or shareholders or for other reasons~~acquire, ~~but~~and wesupport ~~will only complete such business combination if~~ the ~~post-transaction~~operations ~~company owns or acquires 50% or more~~ of the ~~outstanding~~business ~~voting~~combination ~~securities of the~~ target. orDr. ~~otherwise~~Seck ~~acquires~~Chyn a“Neil” ~~controlling~~Foo, ~~interest~~our inChief ~~the~~Executive ~~target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940~~Officer, asChief ~~amended,~~Financial orOfficer ~~the~~and ~~Investment~~Chairman ~~Company Act. Even if the post-transaction company owns or acquires 50% or more~~ of the ~~voting~~board ~~securities~~ of ~~the target~~directors, ~~our~~has ~~shareholders~~accumulated ~~prior~~extensive toresources ~~the~~from ~~business~~different ~~combination~~roles ~~may collectively own a minority interest~~ in ~~the~~multiple ~~post-transaction~~public ~~company, depending on valuations ascribed to the target~~ and usprivate incompanies ~~the business combination transaction. For example, we could pursue a transaction~~ in ~~which~~various weindustrial ~~issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target~~sectors. ~~In this case~~Meanwhile, wevia ~~could~~his ~~acquire~~roles ~~a 100% controlling interest~~ in ~~the~~various ~~target;~~social ~~however~~organizations, asDr. aFoo ~~result~~has ofalso ~~the~~developed ~~issuance of~~ a ~~substantial~~large ~~number~~and ofdeep ~~new~~network ~~shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued~~ and ~~outstanding~~strong ~~shares~~relationships ~~subsequent~~with tomany ~~our initial~~ business ~~combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company~~founders, ~~only~~executive ~~the~~and ~~portion of such target business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test~~investors.

~~Enforceability~~In addition, our management team, comprising of ~~Civil~~our ~~Liability~~executive officers and directors, have experience in management, directorship and business in public and private companies. Dr. Foo is currently serving as a corporate advisor of Smile-Link Healthcare Global Berhad (Bursa Malaysia: 03023), the Group Chairman and an Independent Director of MCOM Holdings Bhd (Bursa Malaysia: 03022), and the Chief Strategist of NCT Alliance Berhad (Bursa Malaysia: 0056). Dr. Foo also previously served as an Investment Director of Novelplus Technology Berhad (Bursa Malaysia: 03045) and the Global Panel Advisor of Ho Wah Genting Berhad (Bursa Malaysia: 9601). Ms. Bee Lian Ooi, one of our independent directors, is the founder and Managing Director of JL Signature Sdn. Bhd., a private investment and asset management firm focusing on real estate and technology-driven investment holdings in Malaysia. We leverage their relevant experience to search and valuate business combination targets, perform discipline due diligence and provide post business combination value-add capabilities.

~~Our~~We ~~management~~believe ~~including~~that ~~our~~this ~~officers~~combination ~~and~~of ~~directors~~extensive ~~are~~relationships ~~all located in Malaysia. Further, there is uncertainty if any officers~~ and ~~directors~~expertise ~~of the post-combination entity~~ will bemake ~~located~~us ~~outside the Unites States. As~~ a ~~result,~~preferred itpartner ~~may be difficult, or in some cases not possible,~~ for ~~investors in the United States to enforce their legal rights, to effect service of process upon those officers~~ and ~~directors~~allow ~~(prior~~us to orsource ~~after~~high-quality ~~the~~ business combination) ~~located outside the United States, to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on them under United States securities laws~~targets. ~~In particular~~However, ~~there~~none ~~are currently no statutes, treaties, or other forms~~ of ~~reciprocity~~our ~~between~~management ~~the~~team ~~United~~is ~~States~~obligated ~~and~~to ~~Malaysia~~remain ~~providing~~with ~~for~~ the ~~mutual~~company ~~recognition~~after ~~and~~an ~~enforcement~~acquisition ~~of court judgments. Under Malaysian laws~~transaction, aand ~~foreign~~we ~~judgment~~ cannot beprovide ~~directly~~assurance orthat ~~summarily~~the ~~enforced~~resignation ~~in Malaysia. The judgment must first be recognized by a Malaysian court either under applicable Malaysian laws~~ or inretention ~~accordance with common law principles. For Malaysian courts to accept the jurisdiction for recognition~~ of aour ~~foreign~~current ~~judgment,~~management ~~the~~will ~~foreign country where the judgment is made must~~ be a ~~reciprocating~~term ~~country~~or ~~expressly~~condition ~~specified and listed~~ in ~~the~~any ~~Reciprocal~~agreement ~~Enforcement~~relating ofto ~~Judgments~~business ~~Act~~combination. ~~1958~~Moreover, ~~Maintenance~~despite ~~Orders (Facilities for Enforcement) Act 1949 or Probate and Administration Act 1959. As~~ the ~~United~~competitive ~~States~~advantages iswe ~~not~~believe ~~one~~we ~~of the countries specified under the statutory regime where a foreign judgment can be recognized and enforced in Malaysia~~have, awe ~~judgment~~remain ~~obtained~~subject into ~~the~~significant ~~United~~competition ~~States~~with ~~must~~respect ~~be enforced by commencing fresh proceedings in a Malaysian court. The requirements for a foreign judgment~~ to beidentifying ~~recognized~~ and ~~enforceable~~executing ~~in Malaysia are: (i) the judgment must be~~ a ~~monetary~~business judgment; (ii) the foreign court must have had jurisdiction accepted by a Malaysian court; (iii) the judgment was not obtained by fraud; (iv) the enforcement of the judgment must not contravene public policy in Malaysia; (v) the proceedings in which the judgment was obtained were not opposed to natural justice, and (vi) the judgment must be final and conclusivecombination.

86 Table of Contents

~~U.S.~~Business ~~Foreign~~Strategy ~~Investment~~and ~~Regulations~~Acquisition Criteria

~~Immediately~~Our ~~following~~management ~~the~~team ~~consummation~~focuses ofon ~~the~~creating ~~offering,~~shareholder ~~the~~value ~~Sponsor~~by ~~will~~leveraging ~~own~~its ~~approximately~~experience ~~23.78%~~in ~~of our issued and outstanding shares following~~ the ~~IPO.~~management ~~Ms. Chyi Chyi Ooi, who is not a U.S person, is the sole director~~ and ~~the~~operation ~~sole member~~ of ~~the Sponsor and as such is deemed to have sole voting and investment discretion with respect to our shares held by the Sponsor. Controlling or non-controlling investments in U.S.~~ businesses that produce, design, test, manufacture, fabricate or develop one or more critical technologies in one of 27 identified industries – including aviation, defense, semiconductors, telecommunications and biotechnology – are subject to aimprove ~~mandatory filing with~~ the ~~Committee~~efficiency on Foreign Investment in the U.S. (“CFIUS”). In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of ~~such~~operations ~~transactions~~while onimplementing ~~the~~strategies national security of the United States. Because we may be considered a “foreign person” under such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect national security, we could be subject to ~~such~~scale ~~foreign~~revenue ~~ownership~~organically ~~restrictions~~ and/or ~~CFIUS~~through review, or ultimately prohibited. The scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions ~~of real estate even with no underlying U~~.S. ~~business.~~Consistent ~~FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. If our potential initial business combination~~ with ~~a U.S. business falls within the scope of foreign ownership restrictions, we may be unable to consummate a business combination with such business. In addition, if~~ our ~~potential business combination falls within CFIUS’s jurisdiction~~strategy, we ~~may~~have beidentified ~~required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with~~ the ~~initial~~following ~~business~~general ~~combination~~criteria ~~without notifying CFIUS~~ and ~~risk~~guidelines ~~CFIUS~~that ~~intervention,~~we ~~before~~believe orare ~~after~~essential ~~closing~~in ~~the~~evaluating ~~initial~~prospective ~~business~~target ~~combination~~businesses. ~~CFIUS~~While ~~may~~we ~~decide~~intend to ~~block~~use orthese ~~delay~~criteria our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance. The foreign ownership limitations, and ~~the~~guidelines ~~potential~~in ~~impact~~evaluating ofprospective ~~CFIUS~~businesses, we may ~~limit~~deviate ~~the attractiveness of a transaction with us or prevent us~~ from ~~pursuing~~these ~~certain~~criteria ~~initial~~and ~~business~~guidelines ~~combination~~should ~~opportunities that~~ we ~~believe~~consider ~~would~~it ~~otherwise~~appropriate ~~be beneficial~~ to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do ~~not have similar foreign ownership issues.~~so:

~~Moreover,~~Strong ~~the~~Management ~~process~~Team ofThat ~~government~~Can ~~review,~~Create ~~whether~~Significant byValue ~~CFIUS~~for orTarget otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination our failure to obtain any required approvals within the requisite time period or a decision to prohibit an initial business combination may require us to liquidate. If we liquidate, our public shareholders may only receive $10.15 per share initially, and our warrants and rights will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.Business

~~Facilities~~We will seek to identify companies with strong and experienced management teams that will complement the management and operating abilities of our management team. We believe we can provide a platform for the target’s existing management team to leverage the experience of our management team.

WeNiche ~~maintain~~Deal ~~our principal executive office at 31-1 Taman Miharja Phase 3B, Jalan 3/93, 2 ½ Miles, Cheras, Kuala Lumpur, Malaysia 55200.~~Size

~~Employees~~We intend to acquire emerging growth companies that either grow into a position to generate cash or are already cash-generative. We believe we have greater access to companies within this range and we expect the negotiation process to be comparably time-saving.

WeLong-term ~~have~~Revenue ~~one~~Visibility executive officer, Dr.. Seck Chyn “Neil” Foo, who is both Chief Executive Officer and Chief Financial Officer. Our officers are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage of the business combination process the company is in. Accordingly, once management locates a suitable target business to acquire, they will spend more time investigating such target business and negotiating and processing the business combination (and consequently spend more time to our affairs) than they would prior to locating a suitable target business. We presently expect our executive officers to devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with aDefensible ~~target~~Market ~~business for a business combination). We do not intend to have any full-time employees prior to the consummation of a business combination.~~Position

9In ~~Table~~management’s ofview, ~~Contents~~the target companies should be close to an anticipated inflection point, such as those companies requiring additional management expertise, those companies able to innovate by developing new products or services, or companies where we believe we have ability to achievement improved profitability performance through an acquisition designed to help facilitate growth.

~~Item~~Benefits ~~1A.~~from ~~Risk~~Being ~~Factors~~a U.S. Public Company (Value Creation and Marketing Opportunities)

AsWe aintend ~~smaller~~to ~~reporting~~search ~~company,~~target companies that we ~~are~~believe ~~not~~will ~~required~~help tooffer ~~include~~attractive risk-adjusted ~~factors~~equity inreturns ~~this~~for ~~Annual~~our ~~Report~~shareholders. ~~However~~ Amount other criteria, inwe ~~addition~~expect to ~~any~~evaluate ~~risk~~financial ~~factors~~returns ~~disclosed~~based inon ~~our~~(i) ~~registration~~the ~~statement~~potential onfor ~~Form~~organic ~~S-1~~growth ~~(File~~in ~~No.:~~cash ~~333-272605~~flows, (ii) the ability to achieve cost savings, ~~which~~(iii) ~~became~~the ~~effective~~ability onto ~~June~~accelerate 27growth, ~~2023~~including through the opportunity for follow-on acquisitions, weand ~~believe~~(iv) the ~~risks~~prospects ~~described~~for ~~below~~creating ~~outline~~value ~~additional~~through ~~items~~other ofvalue ~~most~~creation ~~concern~~initiatives. We also plan to ~~us:~~evaluate potential upside from future growth in the target business’ earnings and an improved capital structure.

WeThese ~~have~~criteria ~~identified~~are ~~material~~not ~~weakness in~~intended ~~our~~to ~~internal~~be ~~control~~exhaustive. ~~over~~Any ~~financial~~evaluation ~~reporting~~relating asto the merits of ~~December~~a 31particular initial business combination may be based, ~~2023~~to the extent relevant, ~~which~~on ~~may~~these ~~have~~general aguidelines ~~material~~as ~~adverse~~well ~~effect~~as other considerations, factors and criteria that our management may deem relevant.

WeIn ~~have~~the ~~identified~~event ~~one~~that ~~material~~we ~~weakness~~decide into enter into our ~~internal~~initial ~~control~~business ~~over~~combination ~~financial~~with ~~reporting~~a astarget ofbusiness ~~December~~that ~~31,~~does ~~2023,~~not ~~which~~meet isthe ~~ineffective~~above ~~preparation~~criteria and ~~review~~guidelines, ofwe will disclose that the ~~cashflow~~target ~~statements.~~business ~~This~~does ~~material~~not ~~weakness,~~meet the above criteria and ~~any~~guidelines ~~additional~~in ~~material~~our ~~weaknesses~~shareholder ~~that~~communications ~~may~~related beto ~~identified~~our ininitial ~~the~~business ~~future~~combination, ~~could~~which, ~~adversely~~would ~~affect~~be ~~our~~in ~~ability~~the toform ~~report~~of ~~our~~proxy ~~results~~solicitation ofor ~~operations~~tender ~~and~~offer ~~financial~~materials ~~condition~~that ~~accurately~~we ~~and~~would infile awith ~~timely~~the ~~manner~~SEC.

~~Our~~7 ~~management~~Table ~~is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability~~ of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation of those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.Contents

~~Due~~Effecting to the foregoing material weakness, as described in “Part II, Item 9A. Controls and Procedures,” our management has concluded that our internal control over financial reporting was not effective as of December 31, 2023. As a ~~result,~~Business ~~we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP.~~ Combination

~~Due~~We will either (i) seek shareholder approval of our initial business combination at a meeting called for such purpose at which public shareholders may seek to convert their public shares, regardless of whether they vote for or against, or abstain from voting on, the ~~foregoing~~proposed ~~material~~business ~~weakness~~combination, ~~and~~into ~~any~~their ~~additional~~pro ~~material~~rata ~~weaknesses~~portion ~~that~~of wethe ~~may~~aggregate ~~identify~~amount then on deposit in the ~~future,~~Trust weAccount ~~may~~(net beof ~~unable~~taxes topayable) or (ii) provide ~~required~~our ~~financial~~public ~~information~~shareholders inwith the opportunity to sell their public shares to us by means of a ~~timely~~tender offer (and ~~reliable~~thereby ~~manner,~~avoid ~~and~~the weneed ~~may~~for ~~incorrectly~~a ~~report~~shareholder ~~financial~~vote) ~~information.~~for ~~Likewise,~~an ifamount ~~our~~equal ~~financial~~to ~~statements~~their ~~are~~pro ~~not~~rata ~~filed~~share of the aggregate amount then on adeposit ~~timely~~in ~~basis~~the Trust Account (net of taxes payable), wein ~~could~~each becase subject to ~~sanctions~~the orlimitations ~~investigations~~described byherein. Notwithstanding the ~~SEC~~foregoing, ~~Nasdaq~~our orinsiders ~~other~~have ~~regulatory~~agreed, ~~authorities.~~pursuant ~~Failure~~ to ~~timely~~written ~~file~~letter ~~will~~agreements ~~cause~~with us, not to beconvert ~~ineligible~~any topublic ~~utilize~~shares ~~short-form~~held ~~registration~~by ~~statements,~~them ~~which~~into ~~may~~their ~~impair~~pro ~~our~~rata ~~ability~~portion toof ~~obtain~~the ~~capital~~aggregate amount then on deposit in athe ~~timely~~Trust ~~fashion~~Account. The decision as to ~~execute~~whether we will seek shareholder approval of our proposed business ~~strategies~~combination or ~~issue~~allow shareholders to sell their shares to ~~effect~~us anin ~~acquisition.~~a Intender ~~either~~offer ~~case~~will be made by us, ~~there~~solely ~~could~~in ~~result~~our adiscretion, ~~material~~and ~~adverse~~will ~~effect~~be based on ~~our~~a ~~business.~~variety ~~The~~of ~~existence~~factors such as the timing of ~~material~~the ~~weaknesses~~transaction inand ~~internal~~whether ~~control~~the ~~over~~terms ~~financial~~of ~~reporting~~the ~~could~~transaction ~~adversely~~would ~~affect~~otherwise ~~our~~require ~~reputation~~us orto ~~investor~~seek ~~perceptions~~shareholder ofapproval. usIf we so choose and we are legally permitted to do so, ~~which~~we ~~could~~will have the flexibility to avoid a ~~negative~~shareholder ~~effect~~vote onand allow our shareholders to sell their shares pursuant to the ~~trading~~tender ~~price~~offer rules of ~~our~~the ~~ordinary~~Securities ~~shares~~and Exchange Commission, or SEC. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules.

~~Item~~Pursuant 1Bto our currently effective amended and restated memorandum and articles of association, we have until June 30, 2024 to consummate our initial business combination. ~~Unresolved~~If ~~Staff~~we ~~Comments~~anticipate that we may not be able to consummate our initial business combination within this time period, we may, but are not obligated to, extend the period of time to consummate a business combination up to twelve times, for a total of up to twelve months to June 30, 2025, without the need for any further approval of the Company’s shareholders, provided that the Sponsor and/or designees must deposit into the Trust Account for each one month extension, $100,000, up to an aggregate of $1,200,000, on or prior to the date of the applicable deadline. Our public shareholders will not be afforded an opportunity to vote on our extension of time to consummate an initial business combination described above or redeem their shares in connection with such extensions.

~~None~~As of the date of this report, we have until April 30, 2025 to consummate our initial business combination (or until June 30, 2025, if fully extended). If we are unable to consummate our initial business combination within such time period, unless we extend such period pursuant to our amended and restated memorandum and articles of association, we will, as promptly as possible but not more than ten (10) business days thereafter, redeem 100% of our issued and outstanding public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not previously released to us or necessary to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), and then seek to liquidate and dissolve. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders. In the event of our liquidation and subsequent dissolution and the public warrants will expire and will be worthless.

~~Item~~If 1Cwe are unable to consummate our initial business combination within this time period, we will liquidate the Trust Account and distribute the proceeds held therein to our public shareholders by way of redeeming their shares and dissolve. ~~Cybersecurity~~If we are forced to liquidate, we anticipate that we would distribute to our public shareholders the amount in the Trust Account calculated as of the date that is two (2) days prior to the distribution date (including any accrued interest net of taxes payable). Prior to such distribution, we would be required to assess all claims that may be potentially brought against us by our creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over our public shareholders with respect to amounts that are owed to them. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our shareholders could potentially be liable for any claims of creditors to the extent of distributions received by them as an unlawful payment in the event we enter an insolvent liquidation. In the event of our liquidation and subsequent dissolution, the public warrants will expire and will be worthless.

We8 ~~are~~Table aof special purpose acquisition company with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk.Contents

WePursuant ~~have~~to ~~not~~the ~~adopted~~NASDAQ ~~any~~listing ~~cybersecurity~~rules, ~~risk~~our ~~management~~initial ~~program~~business orcombination ~~formal~~must ~~processes~~be ~~for~~with ~~assessing~~a ~~cybersecurity~~target ~~risk.~~business ~~Our~~or ~~management~~businesses whose collective fair market value is ~~generally~~at ~~responsible~~least ~~for~~equal ~~assessing~~to ~~and~~80% ~~managing~~of the balance in the Trust Account (excluding any ~~cybersecurity~~deferred ~~threats.~~underwriting Ifdiscounts and ~~when~~commissions ~~any~~and ~~reportable~~taxes ~~cybersecurity~~payable ~~incident~~on ~~arises,~~the ~~our~~income ~~management~~earned ~~shall~~on ~~promptly~~the ~~report~~Trust Account) at the time of the execution of a definitive agreement for such ~~matters~~business tocombination, although this may entail simultaneous acquisitions of several target businesses. The fair market value of the target business will be determined by our board of directors ~~for~~based ~~further~~upon ~~actions,~~one ~~including~~or ~~regarding~~more standards generally accepted by the ~~appropriate~~financial ~~disclosure~~community (such as actual and potential sales, ~~mitigation~~earnings, cash flow and/or ~~other~~book ~~response~~value). Our board of directors will have broad discretion in choosing the standard used to establish the fair market value of any prospective target business. The target business or ~~actions~~businesses that we acquire may have a collective fair market value substantially in excess of 80% of the ~~board~~Trust ~~deems~~Account ~~appropriate~~balance. We will not be required to ~~take~~comply with the 80% fair market value requirement if we are delisted from NASDAQ.

AsWe are not required to obtain an opinion from an unaffiliated third party that the target business we select has a fair market value in excess of at least 80% of the ~~date~~balance of ~~this~~the ~~report,~~Trust weAccount ~~have~~unless our board of directors cannot make such determination on its own. We are also not ~~encountered~~required ~~any~~to ~~cybersecurity~~obtain ~~incidents~~an ~~since~~opinion from an unaffiliated third party indicating that the price we are paying is fair to our ~~IPO~~shareholders from a financial point of view unless the target is affiliated with our officers, directors, insiders or their affiliates.

~~Item~~We 2currently anticipate structuring our initial business combination to acquire 100% of the equity interests or assets of the target business or businesses. ~~Properties~~We may, however, structure our initial business combination where we merge directly with the target business or where we acquire less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we could acquire a 100% controlling interest in the target; however, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, only the portion of such target business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test.

WeEnforceability doof ~~not~~Civil own any real estate or other physical properties materially important to our operations. We maintain our principal executive offices located at 1412 31-1 Taman Miharja Phase 3B, Jalan 3/93, 2 ½ Miles, Cheras, Kuala Lumpur, Malaysia 55200, and our telephone number is +603-91339688.Liability

~~Item~~Our 3management including our officers and directors are all located in Malaysia. ~~Legal~~Further, ~~Proceedings~~there is uncertainty if any officers and directors of the post-combination entity will be located outside the Unites States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon those officers and directors (prior to or after the business combination) located outside the United States, to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on them under United States securities laws. In particular, there are currently no statutes, treaties, or other forms of reciprocity between the United States and Malaysia providing for the mutual recognition and enforcement of court judgments. Under Malaysian laws, a foreign judgment cannot be directly or summarily enforced in Malaysia. The judgment must first be recognized by a Malaysian court either under applicable Malaysian laws or in accordance with common law principles. For Malaysian courts to accept the jurisdiction for recognition of a foreign judgment, the foreign country where the judgment is made must be a reciprocating country expressly specified and listed in the Reciprocal Enforcement of Judgments Act 1958, Maintenance Orders (Facilities for Enforcement) Act 1949 or Probate and Administration Act 1959. As the United States is not one of the countries specified under the statutory regime where a foreign judgment can be recognized and enforced in Malaysia, a judgment obtained in the United States must be enforced by commencing fresh proceedings in a Malaysian court. The requirements for a foreign judgment to be recognized and enforceable in Malaysia are: (i) the judgment must be a monetary judgment; (ii) the foreign court must have had jurisdiction accepted by a Malaysian court; (iii) the judgment was not obtained by fraud; (iv) the enforcement of the judgment must not contravene public policy in Malaysia; (v) the proceedings in which the judgment was obtained were not opposed to natural justice, and (vi) the judgment must be final and conclusive.

We9 ~~are~~Table ~~not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware~~ of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.Contents

~~Item 4~~U.S. ~~Mine~~Foreign ~~Safety~~Investment ~~Disclosures.~~Regulations

~~Not~~The ~~applicable~~Sponsor currently owns approximately 37.7% of our issued and outstanding shares. Ms. Chyi Chyi Ooi, who is not a U.S person, is the sole director and the sole member of the Sponsor and as such is deemed to have sole voting and investment discretion with respect to our shares held by the Sponsor. Controlling or non-controlling investments in U.S. businesses that produce, design, test, manufacture, fabricate or develop one or more critical technologies in one of 27 identified industries – including aviation, defense, semiconductors, telecommunications and biotechnology – are subject to a mandatory filing with the Committee on Foreign Investment in the U.S. (“CFIUS”). In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States. Because we may be considered a “foreign person” under such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review, or ultimately prohibited. The scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within the scope of foreign ownership restrictions, we may be unable to consummate a business combination with such business. In addition, if our potential business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance. The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination our failure to obtain any required approvals within the requisite time period or a decision to prohibit an initial business combination may require us to liquidate. If we liquidate, our public shareholders may only receive $10.15 ~~Table~~per share initially, and our warrants and rights will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of ~~Contents~~realizing future gains on your investment through any price appreciation in the combined company.

~~PART II~~Facilities

~~Item~~We 5.maintain ~~Market~~our ~~Information~~principal executive office at 31-1 Taman Miharja Phase 3B, Jalan 3/93, 2 ½ Miles, Cheras, Kuala Lumpur, Malaysia 55200.

~~Our Public Units, Ordinary Shares, Warrants, and Rights are each traded on The Nasdaq Global Market (“Nasdaq”) under the symbols “BUJAU,” “BUJA” “BUJAW,” and “BUJAR,” respectively.~~Employees

~~Holders~~We have one executive officer, Dr. Seck Chyn “Neil” Foo, who is both Chief Executive Officer and Chief Financial Officer. Our officers are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage of the business combination process the company is in. Accordingly, once management locates a suitable target business to acquire, they will spend more time investigating such target business and negotiating and processing the business combination (and consequently spend more time to our affairs) than they would prior to locating a suitable target business. We presently expect our executive officers to devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target business for a business combination). We do not intend to have any full-time employees prior to the consummation of a business combination.

As10 ofTable ~~the date hereof, we had 2 holders~~ of record of our units, 5 holders of record of our separately traded Ordinary Shares, 1 holder of record of our separately traded Warrants, and 1 holder of record of our separately traded Rights. The number of record holders was determined from the records of our transfer agent.Contents

~~Dividends~~Item 1A. Risk Factors.

WeAs ~~have~~a ~~not~~smaller ~~paid~~reporting ~~any~~company, ~~cash~~we ~~dividends~~are onnot ~~our~~required ~~Ordinary~~to ~~Shares~~include torisk ~~date~~factors ~~and~~in dothis ~~not~~Annual ~~intend~~Report. toFactors ~~pay~~that ~~cash~~could ~~dividends~~cause ~~prior~~our actual results to ~~the~~differ ~~completion~~materially offrom ~~our~~those ~~initial~~in ~~business~~this ~~combination.~~Annual ~~The~~Report ~~payment~~are any of ~~cash~~the ~~dividends~~risks described in the ~~future~~Prospectus, ~~will~~the beAnnual ~~dependent~~Report ~~upon~~on ~~our~~Form ~~revenues~~10-K ~~and~~filed ~~earnings,~~with ifthe ~~any~~SEC on April 2, ~~capital~~2024, ~~requirements~~the ~~and~~Form ~~general~~F-4 ~~financial~~and ~~condition~~the ~~subsequent~~Proxy toStatement. ~~completion~~Any of ~~our~~these ~~initial~~factors ~~business~~could ~~combination.~~result ~~The~~in ~~payment~~a ofsignificant ~~any~~or ~~cash~~material ~~dividends~~adverse ~~subsequent~~effect toon our ~~initial~~results ~~business~~of ~~combination~~operations ~~will~~or befinancial ~~within~~condition. ~~the~~Additional ~~discretion~~risk offactors ~~our~~not ~~board~~presently ofknown ~~directors~~to atus ~~such~~or ~~time.~~that Inwe ~~addition,~~currently deem immaterial may also impair our ~~board~~business or results of ~~directors~~operations. isAs ~~not~~of ~~currently~~the ~~contemplating~~date ~~and~~of ~~does~~this ~~not~~Annual ~~anticipate~~Report, ~~declaring~~there ~~any~~have ~~share~~been ~~dividends~~no inmaterial ~~the~~changes ~~foreseeable~~to ~~future.~~the ~~Further,~~risk iffactors wedisclosed ~~incur~~in ~~any~~the ~~indebtedness~~Prospectus, inthe ~~connection~~Form ~~with~~F-4 ~~our~~or ~~initial~~the ~~business~~Proxy ~~combination~~Statement, ~~our~~except ~~ability~~we tomay ~~declare~~disclose ~~dividends~~changes ~~may~~to besuch ~~limited~~factors byor ~~restrictive~~disclose ~~covenants~~additional wefactors ~~may~~from ~~agree~~time to time in ~~connection~~our ~~therewith~~future filings with the SEC.

~~Securities~~Item ~~Authorized~~1B. ~~for~~Unresolved ~~Issuance~~Staff ~~Under Equity Compensation Plans~~Comments.

None.

~~Recent~~Item ~~Sales~~1C. ~~of Unregistered Securities; Use of Proceeds from Registered Offerings~~Cybersecurity

OnWe ~~September~~are ~~15,~~a ~~2022,~~special wepurpose ~~issued~~acquisition ~~500,000,000 Ordinary~~company ~~Shares~~with tono ~~the~~business ~~Sponsor~~operations. OnSince ~~November~~our ~~16 2022~~IPO, ~~(1)~~our wesole ~~issued~~business ~~1,437,500~~activity ~~Ordinary~~has ~~Shares~~been ofidentifying ~~a par value of $0.0001 each to the Sponsor for a purchase price of $25,000, or approximately $0.0174 per share,~~ and ~~(2)~~evaluating ~~the~~suitable ~~Sponsor~~acquisition ~~surrendered~~transaction ~~500,000,000 Ordinary Shares of a par value of $0~~candidates.~~0001~~ ~~each. On April 12~~Therefore, ~~2023,~~we ~~the~~do ~~Sponsor~~not ~~entered~~consider ~~into~~that awe ~~securities~~face ~~transfer~~significant ~~agreement,~~cybersecurity pursuant to which the Sponsor transferred to our directors an aggregate of 23,000 Ordinary Shares, among which, 8,000 Founder Shares were transferred to Seck Chyn “Neil” Foo, and 5,000 Founder Shares were transferred to each of Bee Lian Ooi, Phui Lam Lee, and Suwardi Bin Hamzah Syakirrisk.

OnWe ~~June~~have ~~30,~~not ~~2023,~~adopted weany ~~consummated~~cybersecurity ~~the~~risk ~~IPO~~management ofprogram ~~5,750,000~~or ~~units~~formal ~~(including~~processes ~~750,000~~for ~~units~~assessing ~~issued~~cybersecurity ~~upon~~risk. ~~the~~Our ~~full~~management ~~exercise~~is ofgenerally ~~the~~responsible ~~over-allotment~~for ~~option,~~assessing ~~the~~and ~~“Public~~managing ~~Units”).~~any ~~Each~~cybersecurity ~~Public~~threats. ~~Unit~~If ~~consists~~and ofwhen ~~one~~any ~~Ordinary~~reportable ~~Share,~~cybersecurity ~~one-half~~incident ~~of one redeemable warrant (the “Warrant”)~~arises, ~~each~~our ~~whole~~management ~~Warrant~~shall ~~entitling~~promptly ~~the~~report ~~holder~~such ~~thereof~~matters to ~~purchase~~our ~~one~~board ~~Ordinary Share at an exercise price~~ of ~~$11.50~~directors ~~per~~for ~~share,~~further ~~and one right (the “Right”)~~actions, ~~each~~including ~~one~~regarding ~~Right entitling~~ the ~~holder~~appropriate ~~thereof~~disclosure, tomitigation, ~~exchange~~or ~~for~~other ~~one-tenth~~response ofor ~~one~~actions ~~Ordinary~~that ~~Share upon~~ the ~~completion~~board ofdeems ~~our~~appropriate ~~initial~~to ~~business combination~~take. ~~The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $57,500,000.~~

OnAs ~~June~~of ~~30, 2023, substantially concurrently with~~ the ~~closing~~date of ~~the~~this ~~IPO~~report, we ~~completed~~have ~~the~~not ~~private~~encountered ~~sale~~any ~~(the~~cybersecurity ~~“Private~~incidents ~~Placement”)~~since ofour ~~424,307 units (the “Private Units”) to the Sponsor, at a purchase price of $10~~IPO.~~00 per Private Unit, generating gross proceeds to the Company of $4,243,070.~~

~~Substantially~~Item ~~concurrently with the closing of the IPO, we also issued to A~~2.~~G.P.~~ ~~/ Alliance Global Partners (“A~~Properties.G.P.”), the representative of the underwriters of the IPO, 150,000 ordinary shares (the “Representative Shares”). The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in the IPO pursuant to FINRA Rule 5110(e)(1). The fair value of the 150,000 Representative Shares was approximately $817,500 or $5.45 per share.

11We ~~Table~~do ofnot ~~Contents~~own any real estate or other physical properties materially important to our operations. We maintain our principal executive offices located at 1412 31-1 Taman Miharja Phase 3B, Jalan 3/93, 2 ½ Miles, Cheras, Kuala Lumpur, Malaysia 55200, and our telephone number is +603-91339688.

~~The~~Item ~~proceeds of $58,362,500 ($10~~3.15 ~~per~~Legal Public Unit) in the aggregate from the IPO and the Private Placement, were placed in a trust account (the “Trust Account”) established for the benefit of the Company’s public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trusteeProceedings. Transaction costs amounted to $4,777,524, consisting of $2,012,500 of underwriting discounts and commissions, $1,150,000 of deferred underwriting commissions, $797,524 of other offering costs and $817,500 fair value of the 150,000 Representative Shares considered as part of the transaction costs.

~~Purchases~~We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of ~~Equity~~any ~~Securities~~legal byproceeding, ~~the~~investigation ~~Issuer~~or ~~and~~claim, ~~Affiliated~~or ~~Purchasers~~other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.

~~None~~Item 4. Mine Safety Disclosures.

~~Item~~Not 6applicable. ~~Reserved.~~

~~Item~~11 7.Table ~~Management’s Discussion and Analysis~~ of ~~Financial Condition and Results of Operations.~~Contents

~~References~~PART to the “Company”, “us”, “our”, or “we” refer to Bukit Jalil Global Acquisition 1 Ltd. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes herein.II

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. ~~Financial Statements and Supplementary Data” of this Annual Report on Form 10-K~~5. ~~Certain~~Market ~~information contained in the discussion and analysis set forth below includes forward-looking statements~~Information. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

~~Overview~~Our Public Units, Ordinary Shares, Warrants, and Rights are each traded on The Nasdaq Global Market (“Nasdaq”) under the symbols “BUJAU,” “BUJA” “BUJAW,” and “BUJAR,” respectively.

We are a blank check company formed under the laws of Cayman Island on September 15, 2022, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses. We intend to effectuate our business combination using cash derived from the proceeds of the initial public offering (the “IPO”), our securities, debt or a combination of cash, securities and debt, in effecting a business combination. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location. We have not selected any target business for our initial business combination.Holders

WeAs ~~presently~~of ~~have~~the nodate ~~revenue~~hereof, ~~have~~we had ~~losses~~2 ~~since~~holders ~~inception~~of ~~from~~record ~~incurring~~of ~~formation~~our ~~and~~units, ~~operating~~5 ~~costs~~holders ~~and~~of ~~have~~record ~~had~~of noour ~~operations~~separately ~~other~~traded ~~than~~Ordinary ~~identifying~~Shares, ~~and~~1 ~~evaluating~~holder ~~suitable~~of ~~acquisition~~record ~~transaction candidates. We have relied upon the working capital available to us following the consummation~~ of ~~the~~our ~~IPO~~separately ~~and~~traded ~~the Private Placement (as defined below) to fund our operations~~Warrants, asand ~~well~~1 asholder ~~the~~of ~~funds~~record ~~loaned~~of ~~by the Sponsor (as defined below),~~ our ~~officers,~~separately ~~directors~~traded ~~or their affiliates~~Rights. WeThe ~~expect~~number toof ~~continue~~record toholders ~~incur~~was ~~significant~~determined ~~costs~~from in the ~~pursuit~~records of our ~~acquisition~~transfer ~~plans~~agent. ~~We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.~~

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

OnWe ~~June~~have ~~30,~~not ~~2023,~~paid ~~substantially~~any ~~concurrently~~cash ~~with~~dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the ~~closing~~completion of our initial business combination. The payment of cash dividends in the ~~IPO~~future will be dependent upon our revenues and earnings, weif ~~completed~~any, ~~the~~capital ~~private~~requirements ~~sale~~and ~~(the~~general ~~“Private~~financial ~~Placement”)~~condition subsequent to completion of ~~424,307~~our ~~units~~initial ~~(the~~business ~~“Private~~combination. ~~Units”)~~The payment of any cash dividends subsequent to our initial business combination will be within the ~~Company’s~~discretion ~~sponsor,~~of ~~Bukit~~our ~~Jalil~~board ~~Global~~of ~~Investment~~directors ~~Ltd~~at such time. ~~(the~~In ~~“Sponsor”)~~addition, atour aboard ~~purchase~~of ~~price~~directors ofis ~~$10.00~~not ~~per~~currently ~~Private~~contemplating ~~Unit,~~and ~~generating~~does ~~gross~~not ~~proceeds~~anticipate todeclaring any share dividends in the ~~Company~~foreseeable offuture. $4Further,~~243~~ if we incur any indebtedness in connection with our initial business combination,~~070~~ our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

12Securities ~~Table~~Authorized offor ~~Contents~~Issuance Under Equity Compensation Plans

~~The proceeds of $58,362,500 ($10~~None.15 per Public Unit) in the aggregate from the IPO and the Private Placement, were placed in a trust account (the “Trust Account”) established for the benefit of the Company’s public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee.

Recent ~~Development~~Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

~~Commencing~~On onSeptember or15, ~~about~~2022, ~~August~~we ~~21,~~issued ~~2023~~500,000,000 Ordinary Shares to the ~~holders~~Sponsor. On November 16 2022, (1) we issued 1,437,500 Ordinary Shares of ~~the~~a ~~Company’s~~par ~~Public~~value ~~Units~~of ~~may~~$0.0001 ~~elect~~each to ~~separately~~the ~~trade~~Sponsor ~~the~~for ~~Ordinary~~a ~~Shares~~purchase price of $25,000, ~~Warrants~~or approximately $0.0174 per share, and ~~Rights~~(2) ~~included~~the inSponsor ~~its~~surrendered ~~Public~~500,000,000 ~~Units~~Ordinary Shares of a par value of $0.0001 ~~The~~each. ~~Ordinary~~On ~~Shares~~April 12, ~~Warrants~~2023, ~~and~~the ~~Rights are~~Sponsor ~~traded~~entered oninto ~~the~~a ~~Nasdaq~~securities ~~Capital~~transfer ~~Market~~agreement, ~~(“Nasdaq”)~~pursuant ~~under~~to which the ~~symbols~~Sponsor ~~“BUJA~~transferred to our directors an aggregate of 23,”000 ~~“BUJAW~~Ordinary Shares,” ~~and~~among which, 8,000 Founder Shares were transferred to Seck Chyn “~~BUJAR~~Neil” Foo, ~~respectively.~~and ~~Units~~5,000 ~~not~~Founder ~~separated~~Shares ~~will~~were ~~continue~~transferred to ~~trade~~each onof ~~Nasdaq~~Bee ~~under~~Lian ~~the~~Ooi, ~~symbol~~Phui ~~“BUJAU~~Lam Lee, and Suwardi Bin Hamzah Syakir.”

On June 2730, 2023, inwe ~~connection~~consummated ~~with~~ the IPO, ~~the~~of ~~Company~~5,750,000 ~~entered~~units ~~into an administrative service agreement with the Sponsor~~ (~~the~~including ~~“Administrative~~750,000 ~~Service~~units ~~Agreement”).~~issued ~~Pursuant~~upon to the ~~Administrative~~full ~~Service~~exercise ~~Agreement,~~of the ~~Company~~over-allotment ~~shall pay the Sponsor $10~~option,~~000~~ ~~per month (~~the “~~Administrative~~Public ~~Service Fee~~Units”). ~~from~~Each ~~June~~Public ~~27,~~Unit ~~2023,~~consists ~~the date~~ of ~~the~~one ~~Company’s~~Ordinary ~~final~~Share, ~~prospectus~~one-half ~~for the IPO till the earlier~~ of ~~the~~one ~~consummation~~redeemable ofwarrant ~~an initial business combination or~~ (the ~~Company’s~~“Warrant”), ~~liquidation.~~each ~~The~~whole ~~Administrative~~Warrant ~~Service~~entitling ~~Agreement provides that any unpaid amount of~~ the ~~Administrative~~holder ~~Service~~thereof ~~Fee~~to ~~will~~purchase ~~accrue~~one ~~without~~Ordinary ~~interest~~Share ~~and~~at bean ~~due~~exercise ~~and~~price ~~payable no later than the date~~ of ~~the consummation of the Company’s initial business combination~~$11.50 Onper ~~October 14~~share, ~~2023, upon the approval of the Board of Directors~~ and ~~Audit~~one ~~Committee~~right of (the ~~Company~~“Right”), ~~the~~each ~~Company~~one ~~and~~Right entitling the ~~Sponsor~~holder ~~agreed~~thereof to ~~waive~~exchange ~~full~~for ~~payment~~one-tenth of ~~the~~one ~~Administrative~~Ordinary ~~Service~~Share ~~Fee~~upon ~~from~~ the ~~start~~completion ~~date~~of upour toinitial 12business ~~months~~combination. The ~~total~~Public ofUnits ~~$120,000~~were ~~has~~sold ~~been~~at ~~waived~~an ~~including~~offering ~~the~~price ~~accrued liabilities~~ of $~~35,000~~10.00 asper ofPublic ~~October 14~~Unit, ~~2023~~generating ~~and~~gross ~~the~~proceeds ~~remaining~~of ~~commitment balance~~ $8557, 500,000.

On ~~January~~June 930, ~~2024~~2023, substantially concurrently with the ~~Company~~closing ~~entered~~of ~~into~~the aIPO, ~~non-binding~~we ~~letter~~completed ofthe ~~intent~~private sale (the “~~LOI~~Private Placement”) ~~with~~of ~~Global~~424,307 ~~IBO~~units ~~Group Ltd~~ (the “~~Global~~Private ~~IBO~~Units”), ~~which~~to ~~outlines~~ the ~~general~~Sponsor, ~~terms~~at ~~and~~a ~~conditions~~purchase price of a$10.00 ~~potential~~per ~~business~~Private ~~combination~~Unit, ~~involving~~generating ~~Global~~gross ~~IBO~~proceeds ~~and~~to ~~its subsidiaries (~~the ~~“Proposed~~Company ~~Transaction”)~~of $4,243,070.

~~The~~Substantially ~~LOI~~concurrently iswith onthe aclosing ~~non-binding~~of ~~basis~~the ~~and~~IPO, nowe ~~agreement~~also ~~providing~~issued ~~for~~to ~~any~~A.G.P. ~~Proposed~~/ ~~Transaction~~Alliance orGlobal ~~any~~Partners ~~other~~(“A.G.P.”), ~~transaction or~~ the ~~participation~~representative byof ~~either~~the ~~party~~underwriters ~~therein~~of ~~will~~the beIPO, ~~deemed~~150,000 toordinary ~~exist~~shares ~~unless~~(the ~~and~~“Representative ~~until~~Shares”). ~~definitive~~The ~~agreements~~Representative Shares have been ~~executed.~~deemed Ascompensation ofby ~~the~~FINRA ~~date~~and ~~hereof,~~are ~~the~~therefore ~~Company~~subject ~~has~~to ~~not~~a ~~entered~~lock-up ~~into~~for ~~any~~a ~~definitive~~period ~~agreements,~~of ~~for~~180 days immediately following the ~~purpose~~date of ~~effecting~~the ~~into~~commencement aof ~~merger,~~sales ~~share~~in ~~exchange,~~the ~~asset~~IPO ~~acquisition,~~pursuant ~~share~~to ~~purchase,~~FINRA ~~recapitalization,~~Rule ~~reorganization~~5110(e)(1). orThe ~~similar~~fair ~~business~~value ~~combination~~of ~~with~~the ~~one~~150,000 orRepresentative ~~more~~Shares ~~businesses~~was approximately $817,500 or ~~entities~~$5.45 per share.

~~Results~~12 Table of ~~Operations and Known Trends or Future Events~~Contents

WeThe ~~have~~proceeds ~~neither~~of ~~engaged~~$58,362,500 in($10.15 ~~any~~per ~~operations~~Public ~~nor~~Unit) ~~generated~~in ~~any~~the ~~revenues~~aggregate tofrom ~~date.~~the ~~Our~~IPO ~~activities~~and ~~for~~ the ~~year~~Private ~~ended~~Placement, ~~December~~were ~~31,~~placed ~~2023~~in ~~involved~~a ~~mainly~~trust ~~searching~~account ~~for~~(the a“Trust ~~suitable~~Account”) ~~target~~established for ~~our~~the ~~initial~~benefit ~~business~~of ~~combination,~~the ~~There~~Company’s ~~has~~public ~~been~~shareholders noand ~~significant~~the ~~change~~underwriters inof ~~our~~the ~~financial~~IPO orwith ~~trading~~Continental ~~position~~Stock ~~and~~Transfer no& ~~material~~Trust ~~adverse~~Company ~~change~~acting ~~has~~as ~~occurred~~trustee. ~~since~~Transaction ~~the~~costs ~~date~~amounted ofto ~~our~~$4,777,524, ~~audited~~consisting ~~financial~~of ~~statements.~~$2,012,500 ~~After~~of ~~the~~underwriting ~~IPO,~~discounts weand ~~incur~~commissions, ~~increased~~$1,150,000 ~~expenses~~of asdeferred aunderwriting ~~result~~commissions, $797,524 of ~~being~~other aoffering ~~public~~costs ~~company~~and ~~(for legal~~$817,500 ~~financial~~fair ~~reporting,~~value ~~accounting~~of ~~and~~the ~~auditing compliance)~~150,000 asRepresentative ~~well~~Shares considered as ~~for~~part ~~expenses~~of ~~associated with~~ the ~~search~~transaction ~~for target opportunities~~costs.

~~For~~From ~~the~~January ~~year~~1, ~~ended~~2024 ~~December~~to ~~31,~~the ~~2023~~date hereof, wethe ~~had~~Company issued a ~~net~~total ~~income~~of ten (10) Notes to the Sponsor in the total principal amount of $1,~~058~~000,~~806~~000. ~~which~~The ~~consisted~~proceeds of ~~interest~~the ~~income~~Notes ofwere ~~$3,737~~deposited oninto the ~~operating~~Company’s ~~bank~~Trust ~~account~~Account ~~and~~for ~~interest~~the ~~and~~public ~~dividend~~shareholders, ~~income~~which ofenables ~~$1,521,739~~the onCompany ~~investments~~to ~~held~~extend inthe ~~Trust~~period ~~Account~~of ~~which~~time ~~was~~it ~~offset~~has byto ~~operating~~consummate ~~cost~~its ofinitial ~~$466~~business combination up to April 30,~~670~~ 2025.

~~From~~Pursuant to the ~~period~~Notes, ~~from~~the ~~September~~Sponsor, 15has the right, ~~2022~~but not the obligation, to convert the Notes, in whole or in part, respectively, into private units of the Company, each consisting of one ordinary share, par value $0.0001 per share, one-half of one warrant, and one right to receive one-tenth (~~inception~~1/10) ~~through~~of ~~December~~one 31ordinary share upon the consummation of a business combination, ~~2022~~as described in the Prospectus, weby ~~had~~providing athe ~~net~~Company ~~loss~~with written notice of the intention to convert at least two business days prior to the closing of the business combination. The number of units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $~~18,504~~10.00. ~~generated~~The issuances of the Notes were made pursuant to the exemption from ~~formation~~registration ~~cost~~under Section 4(a)(2) of the Securities Act of 1933, as amended.

~~Liquidity~~Purchases of Equity Securities by the Issuer and ~~Capital~~Affiliated ~~Resources~~ Purchasers

~~For the year ended December 31, 2023, cash used in operating activities was $400,328~~None. As of December 31, 2023, we had cash of $295,372 available for working capital needs. All remaining cash is held in the Trust Account and is generally unavailable for our use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem the ordinary shares. As of December 31, 2023, none of the amount on deposit in the Trust Account was available to be withdrawn as described above.

13Item ~~Table~~6. ~~of Contents~~Reserved.

WeItem intend to use substantially all of the net proceeds of the IPO, including the funds held in the Trust Account, to acquire a target business or businesses and to pay our expenses relating thereto, including deferred underwriting commissions of $1,150,000 payable to A7.~~G.P.~~ / Alliance Global Partners (“A.G.P.”), the representative of the underwriters of the IPO. To the extent that our share capital is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target businessManagement’s ~~operations,~~Discussion ~~for strategic acquisitions~~ and ~~for~~Analysis ~~marketing, research and development~~ of ~~existing~~Financial orCondition ~~new~~and ~~products.~~Results ~~Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion~~ of ~~our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses~~Operations.

~~Over~~References to the ~~next~~“Company”, 12“us”, ~~months (assuming a business combination is not consummated prior thereto)~~“our”, or “we” ~~will~~refer beto ~~using~~Bukit ~~the~~Jalil ~~funds~~Global ~~held~~Acquisition ~~outside~~1 ofLtd. ~~the~~The ~~Trust~~following ~~Account~~discussion ~~for identifying~~ and ~~evaluating~~analysis ~~prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations~~ of ~~prospective~~our ~~target~~financial ~~businesses,~~condition ~~reviewing corporate documents~~ and ~~material~~results ~~agreements~~ of ~~prospective~~operations ~~target~~should ~~businesses,~~be ~~selecting~~read ~~the~~in ~~target~~conjunction ~~business~~with toour ~~acquire~~audited ~~and~~financial ~~structuring,~~statements ~~negotiating~~ and ~~consummating~~related ~~the~~notes ~~business combination~~herein.

IfThe ~~our~~following ~~estimates~~discussion ofand ~~the~~analysis ~~costs~~ of ~~undertaking~~the ~~in-depth~~Company’s ~~due~~financial ~~diligence~~condition and ~~negotiating~~results ~~our~~of ~~initial~~operations ~~business~~should ~~combination~~be isread ~~less~~in ~~than~~conjunction ~~the~~with ~~actual~~our ~~amount~~audited ~~necessary~~financial tostatements doand ~~so, or~~ the ~~amount~~notes ofrelated ~~interest~~thereto ~~available~~which toare usincluded ~~from~~in ~~the~~“Item 8. ~~Trust~~Financial ~~Account~~Statements isand ~~less~~Supplementary ~~than~~Data” ~~we expect as a result~~ of ~~the~~this ~~current~~Annual ~~interest~~Report ~~rate~~on ~~environment,~~Form 10-K. weCertain ~~may~~information ~~have~~contained ~~insufficient~~in ~~funds~~the ~~available~~discussion toand ~~operate~~analysis ~~our~~set ~~business~~forth ~~prior~~below toincludes ~~our~~forward-looking ~~initial business combination~~statements. ~~Moreover,~~Our weactual results may ~~need~~differ tomaterially ~~obtain~~from ~~additional~~those ~~financing~~anticipated ~~either~~in tothese ~~consummate~~forward-looking ~~our~~statements ~~initial~~as ~~business combination or because we become obligated to redeem~~ a ~~significant~~result ~~number~~ of ~~our~~many ~~public shares upon consummation of our initial business combination~~factors, inincluding ~~which~~those ~~case~~set weforth ~~may~~under ~~issue~~“Special ~~additional~~Note Regarding ~~securities~~Forward-Looking ~~or incur debt in connection with such business combination. Subject to compliance with applicable securities laws~~Statements,” ~~we would only consummate such financing simultaneously with the consummation of our initial business combination~~“Item 1A. ~~Following~~Risk ~~our~~Factors” ~~initial~~and ~~business~~elsewhere ~~combination, if cash on hand is insufficient, we may need to obtain additional financing~~ in ~~order~~this toAnnual ~~meet~~Report ~~our~~on ~~obligations~~Form 10-K.

As of December 31, 2023, we had cash of $295,372 and a working capital of $239,460. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional conditions also raise substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.Overview

~~Off-Balance Sheet~~We ~~Financing~~are ~~Arrangements~~a blank check company formed under the laws of Cayman Island on September 15, 2022, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses. We intend to effectuate our business combination using cash derived from the proceeds of the initial public offering (the “IPO”), our securities, debt or a combination of cash, securities and debt, in effecting a business combination. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location.

We presently have no ~~obligations~~revenue, ~~assets~~have orhad ~~liabilities~~losses ~~that~~since ~~would~~inception befrom ~~considered~~incurring ~~off-balance sheet~~formation ~~arrangements~~and asoperating ofcosts ~~December~~and ~~31,~~have ~~2023~~had no operations other than identifying and evaluating suitable acquisition transaction candidates. We dohave ~~not~~relied ~~participate~~upon inthe ~~transactions~~working ~~that~~capital ~~create~~available ~~relationships~~to ~~with~~us ~~unconsolidated~~following ~~entities~~the orconsummation ~~financial~~of ~~partnerships,~~the ~~often~~IPO ~~referred~~and tothe Private Placement (as ~~variable~~defined ~~interest~~below) ~~entities~~to fund our operations, ~~which~~as ~~would~~well ~~have~~as ~~been~~the ~~established~~funds ~~for~~loaned by the ~~purpose~~Sponsor of(as ~~facilitating~~defined ~~off-balance sheet~~below), ~~arrangements~~our officers, directors or their affiliates. We ~~have~~expect ~~not~~to ~~entered~~continue ~~into~~to ~~any~~incur ~~off-balance sheet~~significant ~~financing~~costs ~~arrangements,~~in ~~established~~the ~~any~~pursuit ~~special~~of ~~purpose~~our ~~entities,~~acquisition ~~guaranteed~~plans. ~~any~~We ~~debt~~cannot orassure ~~commitments~~you ofthat ~~other~~our ~~entities,~~plans to raise capital or ~~purchased~~to ~~any~~complete ~~non-financial assets~~our initial business combination will be successful.

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

AsOn ofJune ~~December 31~~30, 2023, substantially concurrently with the closing of the IPO, we docompleted ~~not~~the ~~have~~private ~~any~~sale ~~long-term debt~~(the “Private Placement”) of 424,307 ~~capital~~units ~~lease~~(the ~~obligations~~“Private Units”) to the Company’s sponsor, ~~operating~~Bukit ~~lease~~Jalil ~~obligations~~Global orInvestment ~~long-term liabilities~~Ltd. (the “Sponsor”), at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $4,243,070.

1413 Table of Contents

WeThe ~~are~~proceeds ~~obligated~~of to$58,362,500 ~~pay~~($10.15 ~~the~~per ~~underwriters~~Public aUnit) ~~deferred~~in ~~underwriting~~the ~~fees~~aggregate ~~equal~~from tothe ~~2.0%~~IPO ofand the ~~gross~~Private ~~proceeds~~Placement, ofwere placed in a trust account (the ~~IPO.~~“Trust ~~Upon~~Account”) ~~completion~~established offor the ~~business~~benefit ~~combination,~~of ~~$1,150,000~~the ~~will~~Company’s bepublic ~~paid~~shareholders toand the underwriters ~~from~~of the ~~funds~~IPO ~~held~~with inContinental ~~the~~Stock Transfer & Trust ~~Account~~Company acting as trustee.

~~The~~Recent ~~founder~~Development shares, the Ordinary Shares included in the Private Units, and any Ordinary Shares that may be issued upon conversion of working capital loans (and any underlying securities) will be entitled to registration rights pursuant to a registration rights agreement entered into in connection with the IPO. The holders of these securities are entitled to make up to two demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

~~Critical~~Proposed ~~Accounting~~Business ~~Policies~~Combination ~~and~~with ~~Estimates~~GIBO

InAs ~~preparing~~previously ~~these~~disclosed ~~financial~~in ~~statements~~the inCompany’s ~~conformity~~Current Report on Form 8-K filed on August 9, 2024, the Company entered into a Business Combination Agreement dated August 5, 2024 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), with USGIBO ~~GAAP~~HOLDINGS LIMITED, ~~management~~a ~~makes~~Cayman ~~estimates~~Islands exempted company limited by shares (“PubCo”), GIBO Merger Sub 1 Limited, a Cayman Islands exempted company limited by shares (“Merger Sub I”), GIBO Merger Sub 2 Limited, a Cayman Islands exempted company limited by shares (“Merger Sub II”), and ~~assumptions~~Global ~~that~~IBO ~~affect~~Group Ltd., a Cayman Islands exempted company limited by shares (“GIBO”), pursuant to which, among other things, (i) Merger Sub I will merge with and into GIBO, with GIBO as the ~~reported~~surviving ~~amounts~~entity and a wholly-owned subsidiary of ~~assets~~PubCo (the “First Merger”), and ~~liabilities~~(ii) following the First Merger, Merger Sub II will merge with and ~~disclosure~~into BUJA, with BUJA as the surviving entity and a wholly-owned subsidiary of ~~contingent~~PubCo ~~assets~~(the “Second Merger,” and ~~liabilities~~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 ~~financial~~First ~~statements~~Merger and the ~~reported~~Second ~~expenses~~Merger ~~during~~is hereinafter referred to as the ~~reporting~~“First ~~period~~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.

~~Making~~In ~~estimates~~connection ~~requires~~with ~~management~~the toBusiness ~~exercise~~Combination, ~~significant~~PubCo ~~judgment.~~has Itfiled iswith ~~at least reasonably possible that~~ the ~~estimate~~SEC ~~of the effect of~~ a ~~condition,~~registration ~~situation~~statement oron ~~set~~Form ofF-4 ~~circumstances~~(File ~~that~~No. ~~existed~~333-285183), atwhich ~~the~~was ~~date~~declared ofeffective ~~the~~on ~~financial~~March ~~statements~~12, ~~which~~2025 ~~management~~(as ~~considered~~amended infrom ~~formulating~~time ~~its~~to ~~estimate~~time, ~~could~~the ~~change~~“Form inF-4”), and the ~~near~~Company ~~term~~filed ~~due~~a todefinitive ~~one~~proxy orstatement ~~more~~(the ~~future~~“Proxy ~~confirming~~Statement”) ~~events.~~for ~~Accordingly,~~the ~~actual~~solicitation ~~results~~of ~~may~~proxies ~~differ~~in ~~from~~connection ~~these~~with ~~estimates.~~an Weextraordinary ~~have~~general ~~identified~~meeting of the ~~following~~Company’s ~~critical~~shareholders ~~accounting policies~~on ~~and~~March ~~estimates:~~12, 2025.

~~Investments~~On ~~Held~~March 31, 2025, the Company held an extraordinary general meeting (the “Extraordinary General Meeting”) in ~~Trust~~connection ~~Account~~with the Business Combination. The shareholders approved following proposals, to approve by special resolutions:

As(a) ofthe ~~December~~Business ~~31,~~Combination ~~2023,~~Agreement ~~the~~and ~~assets~~(ii) ~~held~~other Transaction Documents (as defined in the ~~Trust~~Business ~~Account~~Combination ~~was~~Agreement) ~~$59~~be approved,~~884,239.~~ ratified and confirmed in all respects;

~~Warrants~~(b) the Business Combination which includes the Second Merger and other transactions contemplated in the Business Combination Agreement be approved, ratified and confirmed in all respects;

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (~~“FASB”~~c) ~~Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether~~ the ~~warrants~~plan ~~are~~of ~~freestanding~~second ~~financial~~merger ~~instruments~~in ~~pursuant~~relation to ~~ASC 480, meet~~ the ~~definition~~Second ofMerger ~~a liability pursuant to ASC 480,~~ and ~~whether~~ the ~~warrants~~filing ~~meet all~~ of the ~~requirements~~plan ~~for~~of ~~equity~~second ~~classification~~merger ~~under~~with ~~ASC 815, including whether~~ the ~~warrants~~Registrar ~~are~~of ~~indexed~~Companies ~~to our own Ordinary Shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside~~ of ~~our control, among other conditions for equity classification. This assessment, which requires~~ the ~~use~~Cayman ofIslands ~~professional~~be ~~judgment~~approved, isratified ~~conducted at the time of warrant issuance~~ and asconfirmed ofin ~~each~~all ~~subsequent quarterly period end date while the warrants are outstanding.~~respects;

~~For~~(d) ~~issued~~with oreffect ~~modified~~from ~~warrants~~the ~~that~~Second ~~meet~~Merger ~~all~~Effective Time (as defined in the Business Combination Agreement), the re-designation and reclassification of the ~~criteria~~authorized ~~for~~issued ~~equity~~and ~~classification~~unissued 10,000,000 ~~the~~preference ~~warrants~~shares ~~are~~of ~~required~~a topar bevalue ~~recorded~~of asUS$0.0001 each into 10,000,000 ordinary shares of a ~~component~~par value of ~~equity~~US$0.0001 ateach (the ~~time~~“Re-designation”) such that following the Re-designation, the authorized share capital of ~~issuance~~BUJA shall be changed from US$50,000 divided into 490,000,000 ordinary shares of a par value of US$0.0001 Weeach ~~determined~~and ~~that~~10,000,000 ~~upon~~preference ~~further~~shares ~~review~~of a par value of ~~the~~US$0.0001 ~~warrant~~each ~~agreements~~to US$50,000 wedivided ~~concluded~~into ~~that~~500,000,000 ~~our~~shares ~~warrants~~of ~~qualify~~a ~~for~~nominal ~~equity~~or ~~accounting~~par ~~treatment~~value of US$0.0001 each be approved, ratified and confirmed in all respects;

~~Offering~~(e) ~~Costs~~with effect from the Second Merger Effective Time (as defined in the Business Combination Agreement), the amendment and restatement of the amended and restated memorandum and articles of association of BUJA by the deletion in their entirety and substitution in their place of the second amended and restated memorandum and articles of association of BUJA be approved, ratified and confirmed in all respects, and

~~Offering~~(f) ~~costs~~with ~~consisting~~effect ~~principally~~from ofthe ~~underwriting,~~Second ~~legal~~Merger ~~and~~Effective ~~other~~Time ~~expenses~~(as ~~that~~defined ~~are~~in ~~directly related to~~ the ~~IPO~~Business ~~and~~Combination ~~charged~~Agreement), ~~to shareholders’ deficit upon~~ the ~~completion~~appointment of ~~the~~LIM ~~IPO.~~Chun WeYen ~~comply~~as ~~with~~ the ~~requirements~~sole director of ~~FASB~~BUJA ~~ASC~~be ~~Topic 340-10-S99-1~~approved, ~~“Other~~ratified ~~Assets~~ and ~~Deferred~~confirmed ~~Costs~~in –all ~~SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”.~~ respects

15In ~~Table~~connection with the Extraordinary General Meeting, as of ~~Contents~~March 27, 2025, the cut-off date of the redemption request, 2,832,423 ordinary shares of BUJA were rendered for redemption.

~~Share-Based~~Extension, ~~Compensation~~Amendments ~~Expense~~to Articles of Incorporation or Bylaws and Trust Agreement Amendment

WeOn ~~account~~June ~~for~~29, ~~share-based~~2024, ~~compensation~~the ~~expense~~Company inheld ~~accordance~~an ~~with~~extraordinary ~~ASC~~general ~~718,~~meeting (the “~~Compensation~~Extraordinary -Meeting”), ~~Stock~~where ~~Compensation”~~the shareholders of the Company approved the proposal (the “~~ASC~~MAA ~~718~~Amendment Proposal”). ~~Under~~to ~~ASC~~amend ~~718,~~Articles ~~share-based~~48.7 ~~compensation~~and ~~associated~~48.8 ~~with~~of ~~equity-classified~~the ~~awards~~Company’s isAmended ~~measured~~and atRestated ~~fair~~Memorandum ~~value~~and ~~upon~~Articles of Association (the ~~grant~~“Then ~~date~~Current ~~and~~MAA”) ~~recognized~~to ~~over~~provide that the ~~requisite~~Company ~~service~~must ~~period.~~(i) Toconsummate a business combination, or (ii) cease its operations except for the ~~extent~~purpose aof ~~share-based~~winding ~~award~~up isif ~~subject~~it fails to acomplete ~~performance~~such ~~condition,~~Business Combination and redeem or repurchase 100% of the ~~amount~~Company’s public shares included as part of ~~expense~~the ~~recorded~~public units issued in athe ~~given~~Company’s ~~period~~initial public offering, ifby ~~any~~June 30, ~~reflects~~2024 an(the ~~assessment~~“Termination ofDate”), and if the ~~probability~~Company ofdoes ~~achieving~~not ~~such~~consummate ~~performance~~a ~~condition,~~business ~~with~~combination ~~compensation~~by ~~recognized~~June ~~once~~30 2024, the ~~event~~Termination isDate ~~deemed~~may ~~probable~~be extended up to ~~occur.~~twelve ~~Forfeitures~~times, ~~are~~each ~~recognized~~by asa ~~incurred~~Monthly Extension, for a total of up to twelve months to June 30, 2025, without the need for any further approval of the Company’s shareholders (the “Extension”).

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

WeIn ~~account~~connection ~~for~~with ~~our~~the ~~Ordinary~~MMA ~~Shares~~Amendment, ~~subject to possible redemption in accordance with~~ the ~~guidance~~Company inand ~~ASC~~Continental ~~Topic~~Stock ~~480~~Transfer ~~“Distinguishing~~& ~~Liabilities~~Trust ~~from~~Company, ~~Equity.”~~a ~~Ordinary~~New ~~shares~~York ~~subject~~limited topurpose ~~mandatory~~trust ~~redemption~~company (ifthe ~~any~~“Trustee”) ~~are~~amended ~~classified~~the asInvestment aManagement ~~liability~~Trust ~~instrument~~Agreement ~~and~~dated ~~are~~June ~~measured~~27, at2023 ~~fair value. Conditionally redeemable Ordinary Shares~~ (~~including~~the ~~ordinary~~“Trust ~~shares~~Agreement”), ~~that~~to ~~feature~~provide ~~redemption rights~~ that ~~are~~the ~~either~~Trustee ~~within~~must ~~the~~commence ~~control~~liquidation of the ~~holder~~Company’s orTrust ~~subject~~Account toby ~~redemption~~the ~~upon~~12-month anniversary of the ~~occurrence~~closing of ~~uncertain~~the ~~events~~IPO, ~~not~~or, ~~solely~~in ~~within~~the ~~our~~event ~~control)~~that ~~are~~the ~~classified~~Company asextended ~~temporary~~( ~~equity.~~on Ata ~~all~~monthly ~~other times~~basis), ~~Ordinary~~the ~~Shares~~time ~~are~~to ~~classified~~complete asthe ~~shareholders’~~business ~~equity.~~combination ~~Our~~for ~~public~~up ~~shares~~to of24-month ~~Ordinary~~from ~~Shares~~the ~~feature~~closing ~~certain redemption rights that are considered to be outside~~ of ~~our~~the ~~control~~IPO ~~and~~(each ~~subject to occurrence~~ of ~~uncertain~~such ~~future~~monthly ~~events. Accordingly~~extensions, ~~Ordinary Shares included in~~ the ~~Public~~“Monthly ~~Units~~Extension”) ~~subject~~but tohas ~~possible~~not ~~redemption~~completed ~~are~~the ~~presented~~business atcombination ~~redemption~~within ~~value~~the asapplicable ~~temporary~~monthly ~~equity,~~anniversary ~~outside~~ of the ~~shareholders’~~closing ~~equity section~~ of ~~our~~the ~~balance sheet~~IPO. WeIn ~~recognize~~connection ~~changes~~with inthe ~~redemption~~MAA ~~value~~Amendment ~~immediately~~Proposal ~~as they occur~~ and ~~adjusts~~ the ~~carrying~~NTA ~~value~~Requirement ofAmendment ~~redeemable~~Proposal, ~~Ordinary~~2,820,485 ~~Shares~~ordinary toshares ~~equal~~of the ~~redemption~~Company ~~value~~were atrendered ~~the~~for ~~end~~redemption, ofand ~~each reporting period~~$30,153,549.88 ~~Increases~~were orpaid ~~decreases~~to in the ~~carrying~~redeeming ~~amount~~shareholders ofaccordingly ~~redeemable Ordinary Shares are affected by charges against additional paid~~ in ~~capital~~July ~~or accumulated deficit~~2024.

~~Net~~Monthly ~~Income~~Extension ~~(Loss)~~Deposit ~~Per~~and ~~Ordinary Share~~Notes

~~The~~To ~~Company~~effectuate ~~complies~~each ~~with~~Monthly ~~accounting~~Extension, ~~and~~on ~~disclosure~~or ~~requirements~~about ofJuly ~~FASB~~1, ~~ASC 260~~2024, ~~Earnings~~the ~~Per~~Sponsor ~~Share.~~deposited ~~In order to determine~~ the ~~net~~monthly ~~income~~extension ~~(loss)~~fee ~~attributable~~in ~~to both~~ the ~~redeemable~~amount ~~shares~~of ~~and~~$100,000 ~~non-redeemable~~for ~~shares,~~all ~~the~~remaining ~~Company~~public ~~first~~shares ~~considered~~in the ~~undistributed~~Trust ~~income~~Account (~~loss) allocable to both~~ the ~~redeemable~~“July ~~shares~~2024 ~~and~~Extension ~~non-redeemable shares and the undistributed income (loss~~Payment”) isso ~~calculated~~that ~~using~~ the ~~total~~Company ~~net~~has ~~loss~~until ~~less~~July ~~interest~~30, ~~income~~2024 ~~and~~to ~~unrealized~~complete ~~gain~~its orinitial ~~loss~~business ~~on investments in Trust Account less any dividends paid~~combination. WeIn ~~then~~connection ~~allocated~~with the ~~undistributed~~July ~~income~~2024 ~~(loss)~~Extension ~~ratably~~Payment, ~~based on~~ the ~~weighted~~Company ~~average~~issued ~~number~~to ~~of shares outstanding between~~ the ~~redeemable~~Sponsor ~~and~~an ~~non-redeemable~~unsecured ~~shares.~~promissory ~~Any~~note ~~remeasurement~~ of ~~the~~$100,000 ~~accretion to redemption value of~~ (the ~~ordinary~~“July ~~shares~~2024 ~~subject~~Extension ~~to possible redemption was considered to be dividends paid to the public shareholders~~Note”).

~~Fair~~14 ~~Value~~Table of ~~Financial Instruments~~Contents

~~ASC~~On ~~Topic~~August ~~820~~1, ~~“Fair Value Measurements and Disclosures” defines fair value~~2024, the ~~methods~~Sponsor ~~used~~deposited to$100,000 ~~measure~~into ~~fair value and~~ the ~~expanded~~Trust ~~disclosures~~Account ~~about fair value measurements. Fair value is~~ (the ~~price~~“August ~~that~~2024 ~~would~~Extension bePayment”) ~~received~~resulting ~~to sell an asset or paid to transfer a liability~~ in ~~an orderly transaction between~~ the ~~buyer~~Company ~~and~~having ~~the~~until ~~seller~~August ~~at the measurement date. In determining fair value~~30, ~~the~~2024 ~~valuation techniques consistent with the market approach, income approach and cost approach shall be used~~ to ~~measure~~complete ~~fair~~its ~~value.~~initial ~~ASC~~business ~~Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability~~combination. ~~These~~The ~~inputs~~Company ~~are~~issued ~~further~~to ~~defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing~~ the ~~asset~~Sponsor oran ~~liability~~unsecured ~~based~~promissory onnote ~~market data obtained from sources independent~~ of ~~the~~$100,000 ~~Company. Unobservable inputs reflect~~ (the ~~Company’s~~“August ~~assumptions~~2024 ~~about~~Extension ~~the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances~~Note”).

~~The~~On ~~fair~~August ~~value~~28, ~~hierarchy~~2024, isthe ~~categorized~~Sponsor deposited $100,000 into ~~three~~the ~~levels~~Trust ~~based~~Account on(the “Second August 2024 Extension Payment”) resulting in BUJA having until September 30, 2024 to complete its initial business combination. BUJA issued to the ~~inputs~~Sponsor asan ~~follows:~~ unsecured promissory note of $100,000 (the “Second August 2024 Extension Note”).

●On ~~Level~~September 124, ~~—based~~2024, onthe ~~unadjusted~~Sponsor ~~quoted~~deposited ~~prices~~$100,000 ininto ~~active markets for identical assets or liabilities that~~ the ~~Company~~Trust ~~has~~Account (the ~~ability~~“September to2024 ~~access.~~Extension ~~Valuation~~Payment”) ~~adjustments~~resulting ~~and~~in ~~block~~BUJA ~~discounts~~having ~~are~~until ~~not~~October ~~being~~30, ~~applied.~~2024 ~~Since~~to ~~valuations~~complete ~~are~~its ~~based~~initial onbusiness ~~quoted~~combination. ~~prices~~BUJA ~~that~~issued ~~are~~to ~~readily~~the ~~and~~Sponsor ~~regularly available in~~ an ~~active~~unsecured ~~market,~~promissory ~~valuation~~note of ~~these securities does not entail a significant degree of judgment. ● Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities~~$100,000 (~~ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for~~ the ~~assets~~“September or2024 ~~liabilities,~~Extension ~~or (iv~~Note”) ~~inputs that are derived principally from or corroborated by market through correlation or other means~~. ~~● Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.~~

AsOn ofOctober ~~December 31~~30, ~~2023~~2024, the ~~assets~~Sponsor ~~held~~deposited in$100,000 into the Trust Account ~~was~~(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 $59100,~~884,239~~000 (the “October 2024 Extension Note”).

16On ~~Table~~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 ~~Contents~~$100,000 (the “November 2024 Extension Note”).

~~Income~~On ~~Taxes~~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”).

WeOn ~~account~~January ~~for~~24, ~~income~~2025, ~~taxes under ASC740 Income Taxes (“ASC 740”). ASC 740 requires~~ the ~~recognition~~Sponsor ofdeposited ~~deferred~~$100,000 ~~tax~~into ~~assets and liabilities for both~~ the ~~expected~~Trust ~~impact~~Account ~~of differences between~~ (the ~~financial~~“January ~~statement~~2025 ~~and~~Extension ~~tax~~Payment”) ~~basis~~resulting ofin ~~assets~~BUJA ~~and~~having ~~liabilities~~until ~~and~~February ~~for~~28, ~~the~~2025 ~~expected future tax benefit~~ to becomplete ~~derived~~its ~~from~~initial ~~tax~~business ~~loss and tax credit carry forwards~~combination. ~~ASC~~BUJA ~~740~~issued ~~additionally requires a valuation allowance~~ to bethe ~~established~~Sponsor ~~when~~an itunsecured ispromissory ~~more~~note ~~likely than not that all or a portion~~ of ~~deferred~~$100,000 ~~tax~~(the ~~assets~~“January ~~will~~2025 ~~not~~Extension ~~be realized~~Note”).

~~ASC~~On ~~740~~February also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized21, ~~a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition~~2025, ~~classification,~~the ~~interest~~Sponsor ~~and~~deposited ~~penalties~~$100,000 ~~accounting~~into inthe ~~interim~~Trust ~~period,~~Account ~~disclosure~~(the ~~and~~“February ~~transition.~~2025 WeExtension ~~have identified Cayman Islands as its only “major~~Payment”) ~~tax~~resulting ~~jurisdiction, as defined. Based on our evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition~~ in ~~our~~BUJA ~~financial~~having ~~statements.~~until ~~Since~~March ~~we were incorporated on September 15~~30, ~~2022,~~2025 ~~the evaluation was performed for 2023 and 2022 tax years which will be the only period subject~~ to ~~examination.~~complete ~~We believe that~~ its ~~income~~initial ~~tax~~business ~~positions~~combination. ~~and~~BUJA ~~deductions~~issued ~~would be sustained on audit and does not anticipate any adjustments that would result in a material change~~ to ~~its~~the ~~financial~~Sponsor ~~position.~~an ~~Our~~unsecured ~~policy~~promissory ~~for~~note ~~recording~~of ~~interest~~$100,000 ~~and~~(the ~~penalties~~“February ~~associated~~2025 ~~with~~Extension ~~audits is to record such items as a component of income tax expense~~Note”).

WeOn ~~may~~March be26, ~~subject~~2025, tothe ~~potential~~Sponsor ~~examination~~deposited by$100,000 ~~foreign~~into ~~taxing~~the ~~authorities~~Trust Account (the “March 2025 Extension Payment”) resulting in BUJA having until April 30, 2025 to complete its initial business combination. BUJA issued to the ~~area~~Sponsor an unsecured promissory note of ~~income~~$100,000 ~~taxes.~~(the ~~These~~“March ~~potential~~2025 ~~examinations~~Extension ~~may~~Note,” ~~include~~together ~~questioning~~with the ~~timing~~July ~~and~~2024 ~~amount~~Extension ofNote, ~~deductions~~the August 2024 Extension Note, the ~~nexus~~Second ofAugust ~~income~~2024 ~~among~~Extension ~~various~~Note, ~~tax~~the ~~jurisdictions~~September 2024 Extension Note, the October 2024 Extension Note, November 2024 Extension Note, the December 2024 Extension Note, the January 2025 Extension Note, and ~~compliance~~the ~~with~~February ~~foreign~~2025 ~~tax~~Extension ~~laws~~Note, the “Extension Notes”).

~~Our~~Pursuant ~~tax~~to ~~provision~~the ~~was~~Extension ~~deemed~~Notes, the Sponsor, has the right, but not the obligation, to beconvert dethe ~~minimis~~Notes, ~~for~~in whole or in part, respectively, into private units of the ~~period~~Company, ~~presented~~each consisting of one ordinary share, par value $0.0001 Weper ~~are~~share, ~~considered~~one-half of one warrant, and one right to bereceive anone-tenth ~~exempted~~(1/10) ~~Cayman~~of ~~Islands~~one ordinary share upon the consummation of a business combination, as described in the Prospectus, by providing the Company ~~and~~with iswritten ~~presently~~notice ~~not~~of ~~subject~~the intention to ~~income~~convert ~~taxes~~at orleast ~~income~~two ~~tax~~business ~~filing~~days ~~requirements~~prior to the closing of the business combination. The number of units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the ~~Cayman~~sum ~~Islands~~of orthe outstanding principal amount payable to the ~~United~~Sponsor ~~States~~by (y) $10.00.

~~Recent~~Results ~~Accounting~~of ~~Pronouncements~~Operations and Known Trends or Future Events

~~Management~~We ~~does~~have ~~not~~neither ~~believe~~engaged ~~that~~in any ~~recently~~operations ~~issued,~~nor ~~but~~generated ~~not~~any ~~effective,~~revenues ~~accounting~~to ~~standards,~~date. ifOur ~~currently~~activities ~~adopted~~for the year ended December 31, ~~would~~2024 ~~have~~involved mainly searching for a suitable target for our initial business combination, There has been no significant change in our financial or trading position and no material ~~effect~~adverse onchange has occurred since the ~~Company’s~~date of our audited financial statements. After the IPO, we incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for expenses associated with the search for target opportunities.

~~Item~~For ~~7A.~~the ~~Quantitative~~year ended December 31, 2024, we had a net income of 1,201,415, which consisted of interest and ~~Qualitative~~dividend ~~Disclosures~~income ~~About~~of ~~Market~~$2,388,838 ~~Risk~~on investments held in Trust Account, and which was offset by operating costs of $1,187,423.

AsFor ofthe year ended December 31, 2023, we ~~were~~had ~~not~~a ~~subject~~net toincome ~~any~~of 1,058,806, ~~market~~which orconsisted of interest ~~rate~~income ~~risk.~~of ~~Following~~$3,737 on the ~~consummation~~operating ofbank ~~our~~account ~~IPO,~~and ~~the~~interest ~~net~~and ~~proceeds~~dividend income of ~~our IPO~~$1,521,739 on ~~including~~investments ~~amounts~~held in ~~the~~ Trust Account, ~~have~~and ~~been~~which ~~invested~~was inoffset ~~Mutual~~by ~~funds.~~operating ~~Due~~cost ~~to the short-term nature~~ of ~~these investments~~$466, ~~we believe there will be no associated material exposure to interest rate risk~~670.

~~Item~~Liquidity ~~8. Financial Statements~~ and ~~Supplementary~~Capital ~~Data.~~Resources

~~This~~For ~~information~~the ~~appears~~year ~~following~~ended ~~Item~~December 1531, 2024, cash used in operating activities was $1,18,107. As of ~~this~~December ~~Form~~31, ~~10-K~~2024, we had cash of $15,265 available for working capital needs. All remaining cash is held in the Trust Account and is ~~incorporated~~generally ~~herein~~unavailable byfor ~~reference~~our use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem the ordinary shares. As of December 31, 2024, none of the amount on deposit in the Trust Account was available to be withdrawn as described above.

1715 Table of Contents

~~Item~~We 9.intend ~~Changes~~to use substantially all of the net proceeds of the IPO, including the funds held in the Trust Account, to acquire a target business or businesses and ~~Disagreements~~to ~~With~~pay ~~Accountants~~our onexpenses ~~Accounting~~relating thereto, including deferred underwriting commissions of $1,150,000 payable to A.G.P. / Alliance Global Partners (“A.G.P.”), the representative of the underwriters of the IPO. To the extent that our share capital is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and ~~Financial~~for ~~Disclosure~~marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

~~None~~Over the next 12 months (assuming a business combination is not consummated prior thereto), we will be using the funds held outside of the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.

~~Item~~If ~~9A.~~our ~~Controls~~estimates of the costs of undertaking in-depth due diligence and ~~Procedures~~negotiating our initial business combination is less than the actual amount necessary to do so, or the amount of interest available to us from the Trust Account is less than we expect as a result of the current interest rate environment, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

~~Disclosure~~As ~~controls~~of December 31, 2024, we had cash of $15,265 and ~~procedures~~a ~~are~~working ~~controls~~capital deficit of $1,647,964. The Company has incurred and ~~other~~expects ~~procedures~~to ~~that~~continue ~~are~~to ~~designed~~incur significant professional costs to ~~ensure~~remain ~~that~~as ~~information~~a ~~required~~publicly traded company and to beincur ~~disclosed~~significant transaction costs in ~~our~~pursuit ~~reports~~of ~~filed~~the orconsummation ~~submitted~~of ~~under~~a Business Combination. In connection with the ~~Exchange~~Company’s ~~Act~~assessment isof ~~recorded~~going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, ~~processed~~“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” ~~summarized~~management ~~and~~has ~~reported~~determined ~~within~~that ~~the~~these ~~time~~conditions ~~periods~~raise ~~specified~~substantial indoubt about the ~~SEC~~Company’s ~~rules~~ability ~~and~~to ~~forms.~~continue ~~Disclosure~~as ~~controls~~a ~~and~~going ~~procedures~~concern. ~~include,~~In ~~without limitation~~addition, ~~controls~~if ~~and~~the ~~procedures~~Company ~~designed~~is unable to ~~ensure~~complete ~~that~~a ~~information~~Business ~~required~~Combination within the Combination Period, the Company’s board of directors would proceed to becommence ~~disclosed~~a involuntary ~~our~~liquidation ~~reports~~and ~~filed~~thereby ora ~~submitted~~formal ~~under~~dissolution of the ~~Exchange~~Company. ~~Act~~There is ~~accumulated~~no ~~and~~assurance ~~communicated~~that the Company’s plans to ~~our~~consummate ~~management,~~a ~~including~~Business ~~our~~Combination ~~Chief~~will ~~Executive~~be ~~Officer~~successful ~~and~~within ~~Chief~~the ~~Financial~~Combination ~~Officer~~Period. As a result, management has determined that such additional conditions also raise substantial doubt about the Company’s ability to ~~allow~~continue ~~timely~~as ~~decisions~~a ~~regarding~~going ~~required~~concern. ~~disclosure~~The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

~~Evaluation~~Off-Balance Sheet ofFinancing ~~Disclosure Controls and Procedures~~Arrangements

AsWe ~~required~~have byno ~~Rules~~obligations, ~~13a-15~~assets ~~and~~or ~~15d-15~~liabilities ~~under~~that ~~the~~would ~~Exchange~~be ~~Act,~~considered ~~our~~off-balance sheet ~~Chief~~arrangements ~~Executive~~as ~~Officer~~of ~~and~~December ~~Chief~~31, ~~Financial~~2024. ~~Officer~~We ~~carried~~do ~~out~~not anparticipate ~~evaluation~~in oftransactions ~~the~~that ~~effectiveness~~create ofrelationships ~~the~~with ~~design~~unconsolidated ~~and~~entities ~~operation~~or offinancial ~~our~~partnerships, ~~disclosure~~often ~~controls~~referred ~~and~~to ~~procedures~~ as ofvariable ~~December~~interest 31entities, ~~2023.~~which ~~Based~~would ~~upon~~have ~~their~~been ~~evaluation,~~established ~~our~~for ~~Chief~~the ~~Executive~~purpose ~~Officer~~of ~~and~~facilitating ~~Chief~~off-balance sheet ~~Financial~~arrangements. ~~Officer~~We ~~concluded~~have ~~that~~not ~~our~~entered ~~disclosure~~into ~~controls~~any ~~and~~off-balance sheet ~~procedures~~financing ~~(as~~arrangements, ~~defined~~established inany ~~Rules~~special ~~13a-15~~purpose ~~(e)~~entities, ~~and~~guaranteed ~~15d-15~~any ~~(e)~~debt ~~under~~or ~~the~~commitments ~~Exchange~~of ~~Act)~~other ~~were~~entities, ~~not~~or ~~effective~~purchased any non-financial assets.

~~Disclosure~~Contractual controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.Obligations

~~Management’s~~As ~~Annual~~of ~~Report~~December on31, ~~Internal~~2024, ~~Control~~we ~~over~~do ~~Financial~~not ~~Reporting~~have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

As16 ~~required~~Table ~~by SEC rules and regulations implementing Section 404~~ of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:Contents

~~(1)~~We ~~pertain~~are obligated to pay the ~~maintenance~~underwriters ofa ~~records~~deferred ~~that,~~underwriting infees ~~reasonable~~equal ~~detail,~~to ~~accurately~~2.0% ~~and~~of ~~fairly~~the ~~reflect~~gross proceeds of the ~~transactions~~IPO. ~~and~~Upon ~~dispositions~~completion of the ~~assets~~business ofcombination, ~~our company~~$1,150,000 will be paid to the underwriters from the funds held in the Trust Account.

~~(2)~~The ~~provide~~founder ~~reasonable~~shares, ~~assurance~~the Ordinary Shares included in the Private Units, and any Ordinary Shares that ~~transactions~~may ~~are~~be ~~recorded~~issued asupon ~~necessary~~conversion of working capital loans (and any underlying securities) will be entitled to ~~permit~~registration ~~preparation~~rights ofpursuant ~~financial~~to ~~statements~~a registration rights agreement entered into in ~~accordance~~connection with ~~GAAP~~the IPO. The holders of these securities are entitled to make up to two demands, ~~and~~excluding short form demands, that ~~our~~we ~~receipts~~register ~~and~~such ~~expenditures~~securities. ~~are~~In ~~being~~addition, ~~made~~the ~~only~~holders inhave ~~accordance~~certain “piggy-back” registration rights with ~~authorizations~~respect to registration statements filed subsequent to our completion of our ~~management~~initial ~~and~~business ~~directors,~~combination. ~~and~~We will bear the expenses incurred in connection with the filing of any such registration statements.

~~(3)~~Critical ~~provide~~Accounting ~~reasonable~~Policies ~~assurance~~and ~~regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.~~Estimates

~~Because~~In ofpreparing ~~its~~these ~~inherent limitations, internal control over~~ financial ~~reporting may not prevent or detect errors or misstatements in our financial~~ statements. ~~Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes~~ in ~~conditions,~~conformity ~~or that the degree or compliance~~ with ~~the policies or procedures may deteriorate~~U. ~~Management assessed the effectiveness of our internal control over financial reporting at December 31, 2023~~S. ~~In making these assessments~~GAAP, management ~~used~~makes ~~the~~estimates ~~criteria~~and ~~set~~assumptions ~~forth~~that byaffect the ~~Committee~~reported ofamounts ~~Sponsoring Organizations~~ of ~~the~~assets ~~Treadway Commission (COSO) in Internal Control — Integrated Framework (2013)~~ and ~~identified~~liabilities, ~~one~~as ~~material~~well ~~weakness~~as inthe ~~our~~disclosure ~~internal control over financial reporting as~~ of ~~December~~contingent ~~31,~~assets ~~2023, which is ineffective preparation~~ and ~~review~~liabilities ofat the ~~cashflow~~date ~~statements. As a result, management determined that we do not maintain effective internal control over financial reporting as~~ of December 31, 2023. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements ~~included in this Annual Report on Form 10-K present fairly in all material respects our financial position~~, ~~results of operations~~ and ~~cash~~the ~~flows~~reported ~~for~~expenses during the ~~period~~reporting ~~presented~~period.

18Making ~~Table~~estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of ~~Contents~~the effect of a condition, situation, or set of circumstances that existed as of the date of the financial statements, and that management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates. Management does not believe that we have any critical accounting estimates; however, we have identified the following critical accounting policy:

~~This~~Net ~~Annual~~Income ~~Report~~(Loss) onPer ~~Form~~Ordinary 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies under the JOBS Act.Share

~~Changes~~The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less interest income and unrealized gain or loss on investments in ~~Internal~~trust ~~Control~~account ~~Over~~less ~~Financial~~any ~~Reporting~~dividends paid. We then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders.

~~There~~Recent ~~have~~Accounting been no changes in our internal control over financial reporting for the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Pronouncements

~~Item~~In 9BNovember 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments. ~~Other~~These ~~Information~~requirements include: (i) disclosure of significant expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principle”); (ii) disclosure of an amount for other segment items (equal to the difference between segment revenue less segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss) by reportable segment and a description of their composition; (iii) annual disclosure of a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods; (iv) clarification that, if the CODM uses more than one measure of a segment's profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report those additional measures of segment profit or loss; (v) disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources; and (vi) requiring a public entity that has a single reportable segment provide all the disclosures required by the amendments in this ASU, and all existing segment disclosures in Topic 280. ASU 2023-07 is effective for the Company’s annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025. The Company adopted ASU 2023-07 in the year ended December 31, 2024, and applied the amendments retrospectively to all prior periods presented in these consolidated financial statements.

~~None~~Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Item 9C7A. ~~Disclosure~~Quantitative ~~Regarding~~and ~~Foreign~~Qualitative ~~Jurisdictions~~Disclosures ~~that~~About ~~Prevent~~Market ~~Inspections~~Risk.

~~None~~As of December 31, 2024, we were not subject to any market or interest rate risk. Following the consummation of our IPO, the net proceeds of our IPO, including amounts in the Trust Account, have been invested in Mutual funds. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

19Item ~~Table~~8. ofFinancial ~~Contents~~Statements and Supplementary Data.

~~PART~~This ~~III~~information appears following Item 15 of this Form 10-K and is incorporated herein by reference.

~~Item~~17 ~~10.~~Table ~~Directors,~~of ~~Executive Officers and Corporate Governance~~Contents

~~Officers,~~Item ~~Directors~~9. Changes in and ~~Director~~Disagreements ~~Nominees~~With Accountants on Accounting and Financial Disclosure.

~~Our officers and directors are as follows:~~None.

Name	Age	Position
Seck Chyn “Neil” Foo	57	Chief Executive Officer, Chief Financial Officer, Director, and Chairman
Bee Lian Ooi	54	Independent Director
Phui Lam Lee	36	Independent Director
Suwardi Bin Hamzah Syakir	30	Independent Director

Item 9A. Controls and Procedures.

~~Dr.~~Disclosure ~~Seck~~controls ~~Chyn “Neil” Foo is our Chief Executive Officer, Chief Financial Officer, Director~~ and ~~Chairman~~procedures ofare ~~the~~controls ~~board of director. Since October 2022, Dr. Foo has served as an Executive Director of Sinar Tenaga Engineering Sdn Bhd, a construction~~ and ~~maintenance~~other ~~company.~~procedures ~~Since~~that ~~2022,~~are ~~Dr..~~designed ~~Foo~~to ~~has~~ensure ~~served~~that asinformation arequired ~~corporate~~to ~~advisor~~be ofdisclosed ~~Smile-Link~~in ~~Healthcare~~our ~~Global~~reports ~~Berhad~~filed ~~(Bursa~~or ~~Malaysia:~~submitted ~~03023),~~under ~~a Malaysia-based dental services provider. Since October 2020, Dr. Foo has served as~~ the ~~Managing~~Exchange ~~Director~~Act ofis ~~Fission Capital Sdn Bhd~~recorded, ~~a business advisory company. Since July 2018~~processed, ~~Dr.~~summarized ~~Foo~~and ~~has~~reported ~~served~~within as the ~~Group~~time ~~Chairman~~periods ~~and~~specified an Independent Director of MCOM Holdings Berhad (Bursa Malaysia: 03022), a Malaysia-based investment holding company focusing on segments including mobile payment solutions, mobile advertising platform and Internet services. Since September 2019, Dr. Foo has served as a senior advisor of Wise AI Sdn Bhd, an Association of Southeast Asian Nations based artificial intelligence platform company specializing in ~~facial recognition technology. Since October 2021, Dr. Foo has served as~~ the ~~Chief~~SEC’s ~~Strategist~~rules ~~of NCT Alliance Berhad (Bursa Malaysia: 0056), a Malaysia-based company engaged in construction, real estate~~ and ~~building materials trading~~forms. ~~From~~Disclosure ~~December~~controls ~~2020~~and toprocedures ~~May 2021~~include, ~~Dr.~~without ~~Foo served as an Investment Director of Novelplus Technology Berhad (Bursa Malaysia: 03045)~~limitation, acontrols ~~Malaysia-based investment holding company engaged in the development, operation~~ and ~~management~~procedures ofdesigned anto ~~online~~ensure ~~social~~that ~~reading~~information ~~and~~required ~~writing platform, NovelPlus. From March 2020~~ to ~~February~~be ~~2021,~~disclosed ~~Dr. Foo served as the Global Panel Advisor of Ho Wah Genting Berhad (KLSE: 9601), an investment holding company engaged~~ in ~~the~~our ~~provision~~reports offiled ~~management~~or ~~services.~~submitted ~~From~~under ~~April 2014 to May 2018, Dr. Foo served as CEO of Secretariat for~~ the ~~Advancement~~Exchange ofAct ~~Malaysian~~is ~~Entrepreneurs,~~accumulated ~~an unit of Prime Minister Department of Malaysia to support Malaysia startups~~ and ~~small-medium~~communicated ~~enterprises. From January 2017~~ to ~~May~~our ~~2018~~management, ~~Dr.~~including ~~Foo~~our ~~was~~Chief ~~also~~Executive aOfficer ~~Committee Member of the Special Task Force Logistic of Ministry of Transport of Malaysia,~~ and, ~~from~~Chief ~~January~~Financial ~~2016 to December 2017~~Officer, ~~he was a member of the Chairman Group of the Malaysia Representative~~ to ~~the~~allow ~~APEC~~timely ~~SME~~decisions ~~Forum.~~regarding ~~Dr.~~required ~~Foo has authored five books in English and Chinese, including the one with the latest topic of “The Sky is the AI Limit~~disclosure.” In December 1993, Dr. Foo obtained his Bachelor Degree of Business with a major in Business Management and Marketing from Charles Sturt University, New South Wales, Australia, and his Doctor of Business Administration degree from HELP University, Malaysia.

~~Ms.~~Evaluation Bee Lian Ooi serves as our independent director. In June 2020, Ms. Ooi founded JL Signature Sdn. Bhd., a private investment and asset management firm focusing on real estate and technology-driven investment holdings in Malaysia, and she has served as the Managing Director since then. Specializing in haemodialysis patient care and general life support interventions, Ms. Ooi had served as an Associate Director of ~~Nursing~~Disclosure ~~Department~~Controls of the Penang Community Haemodialysis Society from January 2015 to March 2022, a healthcare provider. Her tenure included years of progressive leadership with experience in governance, operations, strategy development, advocacy, human resources and business development, where she served on several association-wide task forces. Since January 2008, Ms. Ooi has also served as a Sales and Marketing Manager in Healthcare Retailer Extra Excel (Malaysia) Sdn. Bhd., with experience in marketing healthcare and wellness products in the Malaysian market. Ms. Ooi received her Executive Master of Business Administration Degree from Lincoln University College, Malaysia in June 2022, and obtained a Diploma in Nursing from the College of Nursing, Hospital Lam Wah Ee, Malaysia in September 1992. Procedures

20Under ~~Table~~the supervision and with the participation of ~~Contents~~our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the year ended December 31, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer who also serves as our principal financial and accounting officer has concluded that during the period covered by this report, our disclosure controls and procedures were effective.

~~Mr.~~Disclosure ~~Phui~~controls ~~Lam~~and ~~Lee serves~~procedures asare ~~our~~designed ~~independent~~to ~~director.~~ensure ~~Since~~that ~~October~~information ~~2021,~~required ~~Mr.~~to ~~Lee~~be ~~has~~disclosed ~~served~~by asus ~~the~~in ~~Chief~~our ~~Executive~~Exchange ~~Officer~~Act ~~and~~reports ais ~~Director of Projaktor Studio Sdn Bhd.~~recorded, ~~a public relation and business advisory firm. Since December 2018~~processed, ~~Mr. Lee has been the founder of CS Capital Consultant~~summarized, ~~an asset management~~ and ~~consulting~~reported ~~service~~within ~~provider.~~the Intime ~~November~~periods ~~2015,~~specified ~~Mr. Lee founded Weelde Capital Sdn. Bhd., an investment holding company specialized~~ in ~~investment~~the inSEC’s ~~startup~~rules ~~companies in technology, education~~ and ~~hospitality sectors~~forms, and ~~has~~that ~~served~~such asinformation ~~director~~is ~~since~~accumulated ~~then.~~and ~~From~~communicated ~~February 2016~~ to ~~March~~our ~~2019~~management, ~~Mr.~~including ~~Lee~~our ~~served~~principal asexecutive ~~the~~officer ~~Chief Financial Officer~~ and ~~Director~~principal offinancial ~~Scape~~officer ~~Education~~or ~~Holdings~~persons ~~Sdn.~~performing ~~Bhd.,~~similar ~~a one-stop holistic education provider specialized in IGCSE exams and IELTS language center. In December 2009~~functions, ~~Mr.~~as ~~Lee~~appropriate ~~obtained~~to ~~his~~allow ~~Bachelor~~timely ofdecisions ~~Engineering~~regarding ~~(Honors)~~required ~~in Electrical & Electronic Engineering from KBU International College, in collaboration with Sheffield Hallam University, UK~~disclosure.

~~Mr.~~Management’s ~~Suwardi~~Annual ~~Bin~~Report ~~Hamzah~~on ~~Syakir serves~~Internal asControl ~~our~~over ~~independent~~Financial director. Since November 2017, Mr. Hamzah Syakir has served as an audit manager of CH Kok & Associates, a licensed audit firm in Malaysia. From Jun 2017 to November 2017, Mr. Hamzah Syakir served as an audit associate of AGS Advisory, an audit firm. From November 2016 to June 2017, Mr. Hamzah Syakir served as an audit assistant of Syed Mubarak & Co., an auditing, accounting and tax advisory services provider. From August 2014 to October 2016, Mr. Hamzah Syakir served as an accountant of Sunrise Advisory (M) Sdn. Bhd., an accounting and secretarial firm. In January 2021, Mr. Hamzah Syakir obtained his Bachelor of Accountancy (Honors) from Universiti Teknologi Mara. Reporting

~~Number~~As required by SEC rules and ~~Terms~~regulations implementing Section 404 of ~~Office~~the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of ~~Officers~~financial reporting and ~~Directors~~the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

~~Our board of directors consists of four members. Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class~~ (~~except for those directors appointed prior to our first annual meeting of shareholders~~1) ~~serving~~pertain a three-year term: Class I, with a term expiring at the first annual general meeting — Suwardi Bin Hamzah Syakir; Class II, with a term expiring at the second annual general meeting — Bee Lian Ooi and Phui Lam Lee; and Class III, with a term expiring at the third annual general meeting — Seck Chyn “Neil” Foo. Prior to the ~~completion~~maintenance of anrecords ~~initial business combination~~that, ~~any~~in ~~vacancies~~reasonable ondetail, ~~our~~accurately ~~board of directors may be filled by the affirmative vote of a majority of the directors present~~ and ~~voting~~fairly atreflect the ~~meeting~~transactions of our board of directors or by a majority of the holders of our Founder Shares. After completion of the business combination, subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and ~~voting~~dispositions ~~at the meeting~~ of ~~our board of directors or by a majority of~~ the ~~holders~~assets of our ~~ordinary shares.~~company,

~~Our~~(2) ~~officers~~provide ~~are~~reasonable ~~appointed~~assurance bythat ~~the~~transactions ~~board~~are ofrecorded ~~directors~~as ~~and~~necessary ~~serve~~to atpermit ~~the~~preparation ~~discretion~~ of ~~the~~financial ~~board~~statements ofin ~~directors,~~accordance ~~rather~~with ~~than~~GAAP, ~~for~~and ~~specific~~that ~~terms of office. Our board of directors is authorized to appoint persons to the offices set forth in~~ our ~~amended~~receipts and ~~restated~~expenditures ~~memorandum~~are ~~and~~being ~~articles~~made ofonly ~~association~~in asaccordance itwith ~~deems~~authorizations ~~appropriate. Our amended and restated memorandum and articles~~ of ~~association provide that~~ our ~~officers~~management ~~may~~and ~~consist of a Chairman~~directors, ~~a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer~~ and ~~such other offices as may be determined by the board of directors.~~

~~Committees~~(3) provide reasonable assurance regarding prevention or timely detection of ~~the~~unauthorized ~~Board~~acquisition, use or disposition of ~~Directors~~our assets that could have a material effect on the financial statements.

~~Our~~Because ~~board~~ of ~~directors~~its ~~currently~~inherent ~~has~~limitations, ~~two~~internal ~~standing~~control ~~committees:~~over anfinancial ~~audit~~reporting ~~committee~~may ~~and~~not aprevent ~~compensation~~or ~~committee~~detect errors or misstatements in our financial statements. ~~Because~~Also, weprojections of any evaluation of effectiveness to future periods are asubject ~~“controlled~~to ~~company”~~the ~~under~~risk ~~applicable~~that ~~Nasdaq~~controls ~~rules~~may become inadequate because of changes in conditions, weor dothat ~~not~~the ~~have~~degree aor ~~nominating~~compliance ~~and~~with ~~governance~~the ~~committee~~policies or procedures may deteriorate. ~~Subject~~Management toassessed ~~phase-in~~the ~~rules and~~effectiveness aof ~~limited~~our ~~exception~~internal control over financial reporting at December 31, ~~the~~2024. ~~rules of~~In ~~NASDAQ~~making ~~and~~these ~~Rule 10A-3~~assessments, ofmanagement used the ~~Exchange~~criteria ~~Act~~set ~~require~~forth ~~that~~by the ~~audit~~Committee ~~committee~~of Sponsoring Organizations of athe ~~listed~~Treadway ~~company~~Commission be(COSO) ~~comprised~~in ~~solely~~Internal ofControl ~~independent~~— ~~directors,~~Integrated ~~and~~Framework ~~the~~(2013). ~~rules~~Based on our assessments ofand those ~~NASDAQ~~criteria, ~~require~~management determined that ~~the~~we ~~compensation~~maintained ~~committee~~effective ofinternal acontrol ~~listed~~over ~~company~~financial bereporting ~~comprised~~as ~~solely~~ of ~~independent~~December ~~directors~~31, 2024.

~~Audit~~Management ~~Committee~~had previously identified one material weakness in our internal control over financial reporting as of December 31, 2023, which related to the ineffective preparation and review of the cash flow statements. To address this material weakness, management developed and implemented more detailed policies and procedures governing the preparation, review, and approval of the cash flow statements, and strengthened our review controls by requiring a more detailed supervisory and management-level review prior to finalization. Based on the improvements implemented and tested during 2024, management determined that the material weakness had been successfully remediated as of December 31, 2024.

~~Ms.~~18 ~~Ooi,~~Table ~~Mr. Lee, and Mr. Hamzah Syakir currently serve as members~~ of our audit committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent, subject to the certain phase-in provisions. Our board of directors has determined that each of Ms. Ooi, Mr. Lee, and Mr. Hamzah Syakir meets the independent director standard under Nasdaq listing standards and under Rule 10A-3(b)(1) of the Exchange Act.Contents

~~Mr.~~This ~~Hamzah~~Annual ~~Syakir~~Report ison ~~the~~Form ~~Chairperson~~10-K ofdoes ~~the~~not ~~audit~~include ~~committee.~~an ~~Each~~attestation ~~member~~report of ~~the~~internal ~~audit~~controls ~~committee~~from ~~meets~~our ~~the~~independent ~~financial~~registered ~~literacy~~public ~~requirements~~accounting offirm ~~Nasdaq,~~due ~~and~~to ~~our~~a ~~board~~transition ofperiod ~~directors~~established ~~has~~by ~~determined~~rules ~~that~~of ~~Mr.~~the ~~Hamzah~~SEC ~~Syakir~~for ~~qualifies~~newly aspublic ancompanies ~~“audit~~under ~~committee~~the ~~financial~~JOBS ~~expert” as defined in applicable SEC rules~~Act.

21Changes ~~Table~~in ofInternal ~~Contents~~Control Over Financial Reporting

~~The~~Other ~~audit~~than ~~committee’s~~changes ~~duties~~that have resulted from the material weakness remediation activities noted above, ~~which~~there ~~are~~has ~~specified~~been no change in our ~~Audit~~internal ~~Committee~~control ~~Charter~~over financial reporting, ~~include~~during the most recently completed fiscal quarter, ~~but~~that ~~are~~has ~~not~~materially ~~limited~~affected, or is reasonably likely to: materially affect, our internal control over financial reporting.

●Item ~~reviewing~~9B. ~~and~~Other discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;Information.

~~● discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;~~None.

●Item ~~discussing~~9C. ~~with~~Disclosure ~~management~~Regarding ~~major~~Foreign ~~risk~~Jurisdictions ~~assessment~~that ~~and~~Prevent ~~risk management policies;~~Inspections.

~~● monitoring the independence of the independent auditor;~~None.

●19 ~~verifying~~Table ~~the rotation~~ of ~~the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;~~Contents

●PART ~~reviewing and approving all related-party transactions;~~III

●Item ~~inquiring~~10. ~~and~~Directors, ~~discussing~~Executive ~~with~~Officers ~~management our compliance with applicable laws~~ and ~~regulations;~~Corporate Governance

~~● pre-approving all audit services and permitted non-audit services to be performed by our independent auditor~~Officers, ~~including~~Directors ~~the fees~~ and ~~terms~~Director ~~of the services to be performed;~~Nominees

●Our ~~appointing~~officers orand ~~replacing~~directors ~~the~~are ~~independent~~as ~~auditor;~~follows:

● determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

Name	Age	Position
Seck Chyn “Neil” Foo	57	Chief Executive Officer, Chief Financial Officer, Director, and Chairman
Bee Lian Ooi	54	Independent Director
Phui Lam Lee	36	Independent Director
Suwardi Bin Hamzah Syakir	30	Independent Director

●Dr. ~~establishing~~Seck ~~procedures~~Chyn “Neil” Foo is our Chief Executive Officer, Chief Financial Officer, Director and Chairman of the board of director. Since October 2022, Dr. Foo has served as an Executive Director of Sinar Tenaga Engineering Sdn Bhd, a construction and maintenance company. Since 2022, Dr. Foo has served as a corporate advisor of Smile-Link Healthcare Global Berhad (Bursa Malaysia: 03023), a Malaysia-based dental services provider. Since October 2020, Dr. Foo has served as the Managing Director of Fission Capital Sdn Bhd, a business advisory company. Since July 2018, Dr. Foo has served as the Group Chairman and an Independent Director of MCOM Holdings Berhad (Bursa Malaysia: 03022), a Malaysia-based investment holding company focusing on segments including mobile payment solutions, mobile advertising platform and Internet services. Since September 2019, Dr. Foo has served as a senior advisor of Wise AI Sdn Bhd, an Association of Southeast Asian Nations based artificial intelligence platform company specializing in facial recognition technology. Since October 2021, Dr. Foo has served as the Chief Strategist of NCT Alliance Berhad (Bursa Malaysia: 0056), a Malaysia-based company engaged in construction, real estate and building materials trading. From December 2020 to May 2021, Dr. Foo served as an Investment Director of Novelplus Technology Berhad (Bursa Malaysia: 03045), a Malaysia-based investment holding company engaged in the development, operation and management of an online social reading and writing platform, NovelPlus. From March 2020 to February 2021, Dr. Foo served as the Global Panel Advisor of Ho Wah Genting Berhad (KLSE: 9601), an investment holding company engaged in the provision of management services. From April 2014 to May 2018, Dr. Foo served as CEO of Secretariat for the ~~receipt~~Advancement of Malaysian Entrepreneurs, ~~retention~~a unit of Prime Minister Department of Malaysia to support Malaysia startups and ~~treatment~~small-medium enterprises. From January 2017 to May 2018, Dr. Foo was also a Committee Member of ~~complaints~~the ~~received~~Special byTask usForce ~~regarding~~Logistic ~~accounting~~of Ministry of Transport of Malaysia, ~~internal~~and, ~~accounting~~from ~~controls~~January or2016 ~~reports~~to ~~which~~December ~~raise~~2017, ~~material~~he ~~issues~~was ~~regarding~~a ~~our~~member ~~financial~~of ~~statements~~the orChairman ~~accounting~~Group ~~policies;~~of the Malaysia Representative to the APEC SME Forum. Dr. Foo has authored five books in English and Chinese, including the one with the latest topic of “The Sky is the AI Limit.” In December 1993, Dr. Foo obtained his Bachelor Degree of Business with a major in Business Management and Marketing from Charles Sturt University, New South Wales, Australia, and his Doctor of Business Administration degree from HELP University, Malaysia.

●Ms. ~~approving~~Bee ~~reimbursement~~Lian ofOoi serves ~~expenses~~as ~~incurred~~our byindependent ~~our~~director. In June 2020, Ms. Ooi founded JL Signature Sdn. Bhd., a private investment and asset management ~~team~~firm focusing on real estate and technology-driven investment holdings in ~~identifying~~Malaysia, ~~potential~~and ~~target~~she ~~businesses~~has served as the Managing Director since then. Specializing in haemodialysis patient care and general life support interventions, Ms. Ooi had served as an Associate Director of Nursing Department of the Penang Community Haemodialysis Society from January 2015 to March 2022, a healthcare provider. Her tenure included years of progressive leadership with experience in governance, operations, strategy development, advocacy, human resources and business development, where she served on several association-wide task forces. Since January 2008, Ms. Ooi has also served as a Sales and Marketing Manager in Healthcare Retailer Extra Excel (Malaysia) Sdn. Bhd., with experience in marketing healthcare and wellness products in the Malaysian market. Ms. Ooi received her Executive Master of Business Administration Degree from Lincoln University College, Malaysia in June 2022, and obtained a Diploma in Nursing from the College of Nursing, Hospital Lam Wah Ee, Malaysia in September 1992.

~~Compensation~~20 ~~Committee~~Table of Contents

WeMr. ~~have~~Phui ~~established~~Lam aLee serves ~~compensation~~as ~~committee~~our ofindependent director. Since October 2021, Mr. Lee has served as the ~~board~~Chief Executive Officer and a Director of ~~directors~~Projaktor Studio Sdn Bhd., ~~which~~a ~~consists~~public ofrelation Msand business advisory firm. ~~Ooi~~Since December 2018, Mr. Lee has been the founder of CS Capital Consultant, an asset management and Mrconsulting service provider. ~~Hamzah~~In ~~Syakir~~November 2015, ~~each~~Mr. ofLee ~~whom~~founded isWeelde Capital Sdn. Bhd., an ~~independent~~investment ~~director~~holding ~~under~~company ~~Nasdaq’s~~specialized ~~listing~~in ~~standards~~investment in startup companies in technology, education and hospitality sectors, and has served as director since then. MsFrom February 2016 to March 2019, Mr. ~~Ooi~~Lee isserved as the ~~Chairperson~~Chief Financial Officer and Director of ~~the~~Scape ~~compensation~~Education ~~committee~~Holdings Sdn. Bhd., a one-stop holistic education provider specialized in IGCSE exams and IELTS language center. In December 2009, Mr. Lee obtained his Bachelor of Engineering (Honors) in Electrical & Electronic Engineering from KBU International College, in collaboration with Sheffield Hallam University, UK.

~~The~~Mr. ~~compensation~~Suwardi ~~committee’s~~Bin ~~duties~~Hamzah Syakir serves as our independent director. Since November 2017, ~~which~~Mr. ~~are~~Hamzah ~~specified~~Syakir has served as an audit manager of CH Kok & Associates, a licensed audit firm in ~~our~~Malaysia. ~~Compensation~~From ~~Committee~~Jun ~~Charter~~2017 to November 2017, ~~include~~Mr. Hamzah Syakir served as an audit associate of AGS Advisory, ~~but~~an ~~are~~audit ~~not~~firm. ~~limited~~From November 2016 to: June 2017, Mr. Hamzah Syakir served as an audit assistant of Syed Mubarak & Co., an auditing, accounting and tax advisory services provider. From August 2014 to October 2016, Mr. Hamzah Syakir served as an accountant of Sunrise Advisory (M) Sdn. Bhd., an accounting and secretarial firm. In January 2021, Mr. Hamzah Syakir obtained his Bachelor of Accountancy (Honors) from Universiti Teknologi Mara.

●Number ~~reviewing~~ and ~~approving~~Terms onof anOffice ~~annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light~~ of ~~such~~Officers ~~goals~~ and ~~objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;~~Directors

●Our ~~reviewing~~board of directors consists of four members. Our board of directors is divided into three classes, with only one class of directors being elected in each year, and ~~approving~~with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term: Class I, with a term expiring at the ~~compensation~~first annual general meeting — Suwardi Bin Hamzah Syakir; Class II, with a term expiring at the second annual general meeting — Bee Lian Ooi and Phui Lam Lee; and Class III, with a term expiring at the third annual general meeting — Seck Chyn “Neil” Foo. Prior to the completion of ~~all~~an initial business combination, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our Founder Shares. After completion of the business combination, subject to any other ~~executive~~special ~~officers;~~rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares.

22Our ~~Table~~officers are appointed by the board of ~~Contents~~directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors.

●Committees ~~reviewing~~of ~~our~~the ~~executive~~Board ~~compensation~~of ~~policies and plans;~~Directors

●Our ~~implementing~~board ~~and~~of ~~administering~~directors ~~our~~currently ~~incentive~~has two standing committees: an audit committee and a compensation ~~equity~~committee. Because we are a “controlled company” under applicable Nasdaq rules, we do not have a nominating and governance committee. Subject to phase-~~based~~in ~~remuneration~~rules and ~~plans;~~a limited exception, the rules of NASDAQ and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of NASDAQ require that the compensation committee of a listed company be comprised solely of independent directors.

●Audit ~~assisting management in complying with our proxy statement and annual report disclosure requirements;~~Committee

●Ms. ~~approving~~Ooi, Mr. Lee, and Mr. Hamzah Syakir currently serve as members of our audit committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all ~~special~~of ~~perquisites~~whom must be independent, ~~special~~subject ~~cash~~to ~~payments~~the ~~and~~certain ~~other~~phase-in ~~special~~provisions. ~~compensation~~Our board of directors has determined that each of Ms. Ooi, Mr. Lee, and ~~benefit~~Mr. ~~arrangements~~Hamzah ~~for~~Syakir ~~our~~meets ~~executive~~the ~~officers~~independent director standard under Nasdaq listing standards and ~~employees;~~under Rule 10A-3(b)(1) of the Exchange Act.

●Mr. ifHamzah ~~required,~~Syakir ~~producing~~is athe ~~report~~Chairperson onof ~~executive~~the ~~compensation~~audit tocommittee. beEach ~~included~~member inof ~~our~~the ~~annual~~audit ~~proxy~~committee ~~statement;~~meets the financial literacy requirements of Nasdaq, and our board of directors has determined that Mr. Hamzah Syakir qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

●21 ~~reviewing,~~Table ~~evaluating~~of ~~and recommending changes, if appropriate, to the remuneration for directors.~~Contents

~~Notwithstanding~~The ~~the~~audit ~~foregoing,~~committee’s ~~as indicated above~~duties, nowhich ~~compensation~~are ofspecified ~~any~~in ~~kind, including finders, consulting or other similar fees, will be paid to any of~~ our ~~existing~~Audit ~~shareholders,~~Committee ~~including our directors or any of their respective affiliates~~Charter, ~~prior to~~include, orbut ~~for~~are ~~any~~not ~~services~~limited ~~they render in order~~ to effectuate, the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.:

~~Director~~● ~~Nominations~~reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;

We● dodiscussing ~~not have a standing nominating committee. In accordance~~ with ~~Rule 5605(e)(2) of~~management ~~the~~and ~~Nasdaq Rules, a majority of~~ the independent ~~directors~~auditor ~~may~~significant ~~recommend~~financial areporting ~~director~~issues ~~nominee~~and ~~for~~judgments ~~selection~~made byin ~~the~~connection ~~board~~with ~~of directors. The board of directors believes that~~ the ~~independent~~preparation ~~directors can satisfactorily carry out the responsibility~~ of ~~properly~~our ~~selecting~~financial ~~or approving director nominees without the formation of a standing nominating committee. As there is no standing nominating committee, we do not have a nominating committee charter in place.~~statements;

~~The~~● ~~board~~discussing ofwith ~~directors~~management ~~will~~major ~~also~~risk ~~consider~~assessment ~~director~~and ~~candidates~~risk ~~recommended~~management for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders).policies;

We● ~~have~~monitoring ~~not~~the ~~formally~~independence ~~established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board~~ of ~~directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and~~ the ~~ability~~independent ~~to represent the best interests of our shareholders.~~auditor;

~~Code~~● verifying the rotation of ~~Ethics~~the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

We● ~~have~~reviewing ~~adopted a code of ethics~~ and ~~business~~approving ~~conduct (the “Code of Ethics”) applicable to our directors, officers and employees. The code of ethics codifies the business and ethical principles that govern~~ all aspects of our business. You are able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8related-K.party transactions;

~~Clawback~~● ~~Policy~~inquiring and discussing with management our compliance with applicable laws and regulations;

We● ~~adopted~~pre-approving aall ~~clawback~~audit ~~policy~~services onand ~~November~~permitted ~~30,~~non-audit ~~2023~~services ~~that applies~~ to ~~our~~be ~~executive~~performed ~~officers~~by ~~(the~~our ~~“Policy”)~~independent ~~in order to comply with Nasdaq rules~~auditor, ~~which~~including ~~were approved by~~ the ~~SEC~~fees inand ~~June~~terms of ~~2023.~~the ~~The~~services ~~Policy~~to ~~took~~be ~~effect on November 30, 2023.~~performed;

~~The~~● ~~policy~~appointing ~~gives~~or ~~our~~replacing ~~compensation committee~~ the ~~discretion~~independent to require executive officers to reimburse us for any Erroneously Awarded Compensation (as defined in the Policy) that was based on financial results that were subsequently restated as a result of that person’s misconduct.auditor;

23● ~~Table~~determining the compensation and oversight of ~~Contents~~the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

~~Item~~● ~~11.~~establishing ~~Executive~~procedures ~~Compensation.~~for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

~~Except~~● ~~that~~approving ~~the~~reimbursement ~~Sponsor transferred to our directors an aggregate~~ of 23,000 Founder Shares prior to the closing of the IPO, among which, 8,000 Founder Shares were transferred to Seck Chyn “Neil” Foo, and 5,000 Founder Shares were transferred to each of Bee Lian Ooi, Phui Lam Lee, and Suwardi Bin Hamzah Syakir, provided that in either case the directors remain with us until the closing of a business combination, no compensation of any kind, including finders, consulting or other similar fees, has been paid or will be paid to any of our existing shareholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred inby ~~connection with activities on~~ our ~~behalf~~management ~~such~~team asin identifying potential target businesses ~~and performing due diligence on suitable business combinations~~. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

~~After~~Compensation the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined by a compensation committee constituted solely of Independent Directors.Committee

We dohave ~~not~~established ~~intend~~a tocompensation ~~take~~committee ~~any action to ensure that members~~ of ~~our management team maintain their positions with us after~~ the ~~consummation~~board of ~~our initial business combination~~directors, ~~although~~which itconsists ~~is possible that some or all~~ of ~~our~~Ms. ~~executive~~Ooi, ~~officers~~Mr. Lee, and ~~directors may negotiate employment or consulting arrangements to remain with us after the initial business combination~~Mr. ~~The~~Hamzah ~~existence~~Syakir, oreach ~~terms~~ of ~~any~~whom ~~such~~is ~~employment~~an orindependent ~~consulting~~director ~~arrangements~~under ~~to retain their positions with us may influence our management~~Nasdaq’s ~~motivation~~listing instandards. ~~identifying~~Ms. orOoi ~~selecting~~is ~~a target business but we do not believe that~~ the ~~ability~~Chairperson of ~~our management to remain with us after~~ the ~~consummation~~compensation ~~of our initial business combination will be a determining factor in our decision to proceed with any potential business combination~~committee. ~~We are not party to any agreements with our executive officers and directors~~

~~Item~~The ~~12.~~compensation ~~Security~~committee’s ~~Ownership~~duties, ofwhich ~~Certain~~are ~~Beneficial~~specified ~~Owners~~in ~~and~~our ~~Management~~Compensation ~~and~~Committee ~~Related~~Charter, ~~Shareholder~~include, ~~Matters.~~but are not limited to:

~~The~~● ~~following~~reviewing ~~table~~and ~~sets~~approving ~~forth~~on ~~information~~an ~~regarding~~annual basis the ~~beneficial~~corporate ~~ownership~~goals ofand objectives relevant to our ~~ordinary~~Chief asExecutive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the ~~date~~remuneration ~~hereof~~(if ~~by:~~any) of our Chief Executive Officer’s based on such evaluation;

● ~~each~~reviewing ~~person~~and ~~known~~approving ~~by us to be~~ the ~~beneficial~~compensation ~~owner~~ of ~~more~~all ~~than 5%~~ of our ~~outstanding~~other ~~Ordinary~~executive ~~Shares; ● each of our~~ officers ~~and directors~~; ~~and ● all of our officers and directors as a group.~~

~~Unless~~22 ~~otherwise~~Table ~~indicated,~~of ~~we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.~~Contents

24● ~~Table~~reviewing ofour ~~Contents~~executive compensation policies and plans;

~~The~~● ~~beneficial~~implementing ~~ownership~~and ofadministering our ~~Ordinary~~incentive ~~Shares~~compensation is equity-based onremuneration ~~an aggregate of 7,761,807 Ordinary Shares issued and outstanding as of the date hereof.~~plans;

	Number of		Percentage of
	Ordinary Shares		Outstanding
Name and Address of Beneficial Owner (1)	Beneficially Owned (2)		Ordinary Shares
Officers and Directors
Seck Chyn “Neil” Foo		8,000		*
Bee Lian Ooi		5,000		*
Phui Lam Lee		5,000		*
Suwardi Bin Hamzah Syakir		5,000		*
All officers and directors as a group (4 individuals)		23,000		*
5% Holders
Bukit Jalil Global Investment Ltd. (2)		1,861,807		23.99	%

●

assisting management in complying with our proxy statement and annual report disclosure requirements;

*● ~~Less~~approving ~~than~~all ~~one~~special ~~percent~~perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

~~(1)~~● ~~Unless~~if ~~otherwise indicated~~required, ~~the~~producing ~~business~~a ~~address~~report ofon ~~each~~executive ofcompensation ~~the~~to ~~individuals~~be isincluded ~~c/o~~in ~~Bukit~~our ~~Jalil~~annual ~~Global~~proxy ~~Acquisition~~statement; ~~1 Ltd., 31-1 Taman Miharja Phase 3B, Jalan 3/93, 2 ½ Miles, Cheras, Kuala Lumpur, Malaysia 55200.~~and

~~(2)~~● ~~Ms.~~reviewing, ~~Chyi~~evaluating ~~Chyi Ooi is the sole member~~ and ~~sole~~recommending ~~director of Bukit Jalil Global Investment Ltd.~~changes, ~~the~~if ~~Sponsor. The person having voting~~appropriate, ~~dispositive or investment powers over the Sponsor is Chyi Chyi Ooi, thus Chyi Chyi Ooiis deemed~~ to ~~have beneficial ownership of~~ the ~~shares~~remuneration ~~held~~for ~~by the Sponsor~~directors.

~~Item~~Notwithstanding 13the foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, including our directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. ~~Certain~~Accordingly, ~~Relationships~~it ~~and~~is ~~Related~~likely ~~Transactions~~that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and ~~Director~~recommendation ~~Independence~~of any compensation arrangements to be entered into in connection with such initial business combination.

~~Founder~~Director ~~Shares~~Nominations

OnWe ~~September~~do ~~15,~~not ~~2022,~~have ~~we issued 500,000,000 ordinary shares of~~ a ~~par~~standing ~~value~~nominating ~~of $0~~committee.~~0001~~ ~~each~~In ~~(the~~accordance ~~“Ordinary~~with ~~Shares”) to Bukit Jalil Global Investment Ltd.~~ Rule 5605(~~the “Sponsor”~~e)~~. On November 16 2022,~~ (12) of wethe ~~issued~~Nasdaq 1Rules,~~437,500~~ ~~Ordinary Shares of~~ a ~~par~~majority ~~value~~ of ~~$0.0001~~the ~~each~~independent todirectors ~~the~~may ~~Sponsor~~recommend ~~for~~ a ~~purchase~~director ~~price~~nominee offor ~~$25,000,~~selection orby ~~approximately $0.0174 per share, and (2)~~ the ~~Sponsor~~board ~~surrendered 500,000,000 Ordinary Shares~~ of adirectors. ~~par~~The ~~value~~board of ~~$0.0001~~directors ~~each.~~believes Onthat ~~April 12, 2023,~~ the ~~Sponsor~~independent ~~entered~~directors ~~into~~can asatisfactorily ~~securities~~carry ~~transfer~~out ~~agreement, pursuant to which~~ the ~~Sponsor~~responsibility ~~transferred to our directors an aggregate~~ of ~~23,000~~properly ~~Ordinary~~selecting ~~Shares,~~or ~~among~~approving ~~which,~~director ~~8,000~~nominees ~~Founder~~without ~~Shares~~the ~~were~~formation ~~transferred~~of toa ~~Seck~~standing ~~Chyn~~nominating ~~“Neil”~~committee. ~~Foo,~~As ~~and~~there ~~5,000~~is ~~Founder~~no ~~Shares~~standing ~~were~~nominating ~~transferred to each of Bee Lian Ooi~~committee, ~~Phui~~we ~~Lam~~do ~~Lee,~~not ~~and~~have ~~Suwardi~~a ~~Bin~~nominating ~~Hamzah~~committee ~~Syakir, immediately~~charter ~~following~~in ~~the effectiveness of the Registration Statement~~place.

AsThe board of ~~December~~directors ~~31,~~will ~~2023,~~also ~~there~~consider ~~were~~director ~~1,437,500~~candidates ~~Founder~~recommended ~~Shares~~for ~~issued~~nomination ~~and~~by ~~outstanding.~~our ~~The~~shareholders ~~aggregate~~during ~~capital~~such ~~contribution~~times ~~was~~as ~~$25~~they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or,~~000~~ if applicable, ora ~~approximately~~special ~~$0.0174~~meeting ~~per~~of ~~share~~shareholders).

~~Private~~We ~~Units~~have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

OnCode ~~June 30, 2023, simultaneously with the consummation~~ of ~~the IPO, the Company completed the Private Placement of 424,307 Private Units to the Sponsor at a purchase price of $10.00 per Private Unit.~~Ethics

~~Promissory~~We ~~Note~~have —adopted ~~Related~~a ~~Party~~code of ethics and business conduct (the “Code of Ethics”) applicable to our directors, officers and employees. The code of ethics codifies the business and ethical principles that govern all aspects of our business. You are able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

OnClawback November 4, 2022, the Sponsor has agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and is due at the earlier of (1) December 31, 2023 or (2) the date on which the Company consummates an initial public offering of its securities. Total amount of $433,508 under the promissory note was fully repaid upon closing of the IPO on June 30, 2023. This note has been terminated after the repayment.Policy

25We ~~Table~~adopted a clawback policy on November 30, 2023 that applies to our executive officers (the “Policy”) in order to comply with Nasdaq rules, which were approved by the SEC in June of ~~Contents~~2023. The Policy took effect on November 30, 2023.

~~Working~~The ~~Capital~~policy ~~Loans~~gives our compensation committee the discretion to require executive officers to reimburse us for any Erroneously Awarded Compensation (as defined in the Policy) that was based on financial results that were subsequently restated as a result of that person’s misconduct.

In23 ~~addition,~~Table ~~in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate~~ of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. Any such loans would be on an interest-free basis and would be repaid only from funds held outside the trust account or from funds released to the Company upon completion of the Company’s initial Business Combination. Up to $3,000,000 of such loans may be convertible into units at a price of $10.00 per unit, at the option of the lender. The units would be identical to the private units issued to the Sponsor. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s trust account, but if the Company does, it will request such lender to provide a waiver against any and all rights to seek access to funds in the trust account.Contents

AsItem of11. ~~December~~Executive ~~31, 2023, the Company had no borrowings under the working capital loans~~Compensation.

~~Administrative~~Except ~~Services~~that ~~Agreement~~the Sponsor transferred to our directors an aggregate of 23,000 Founder Shares prior to the closing of the IPO, among which, 8,000 Founder Shares were transferred to Seck Chyn “Neil” Foo, and 5,000 Founder Shares were transferred to each of Bee Lian Ooi, Phui Lam Lee, and Suwardi Bin Hamzah Syakir, provided that in either case the directors remain with us until the closing of a business combination, no compensation of any kind, including finders, consulting or other similar fees, has been paid or will be paid to any of our existing shareholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

OnAfter ~~June~~the ~~27,~~completion ~~2023,~~of inour ~~connection~~initial ~~with~~business ~~the IPO~~combination, ~~the~~directors ~~Company~~or ~~entered~~members ~~into~~of ~~the~~our ~~Administrative~~management ~~Service~~team ~~Agreement~~who remain with ~~the~~us ~~Sponsor.~~may ~~Pursuant~~be topaid ~~the Administrative Service Agreement~~consulting, ~~the~~management ~~Company~~or ~~shall~~other ~~pay~~fees from the ~~Sponsor~~combined ~~$10,000~~company. ~~per~~All ~~month~~these asfees ~~the~~will ~~Administrative~~be ~~Service~~fully ~~Fee~~disclosed ~~from~~to ~~June 27~~shareholders, ~~2023,~~to the ~~date~~extent ofthen known, in the ~~Company’s~~tender ~~final~~offer ~~prospectus~~materials ~~for~~or ~~the~~proxy ~~IPO~~solicitation ~~till~~materials ~~the~~furnished ~~earlier~~to ofour ~~the~~shareholders ~~consummation~~in ofconnection anwith ~~initial~~a proposed business combination. orIt is unlikely the ~~Company’s~~amount ~~liquidation.~~of ~~The~~such ~~Administrative~~compensation ~~Service~~will ~~Agreement~~be ~~provides~~known ~~that~~at ~~any~~the ~~unpaid~~time, ~~amount~~because the directors of the ~~Administrative~~post-combination ~~Service~~business ~~Fee~~ will ~~accrue~~be ~~without~~responsible ~~interest~~for determining executive officer and director compensation. Any compensation to be ~~due~~paid ~~and~~to ~~payable~~our noexecutive ~~later~~officers ~~than~~will ~~the~~be ~~date~~determined ofby ~~the~~a ~~consummation~~compensation ofcommittee ~~the~~constituted ~~Company’s~~solely ~~initial~~of ~~business~~Independent ~~combination~~Directors.

OnWe ~~October~~do ~~14,~~not ~~2023,~~intend ~~upon~~to ~~the~~take ~~approval~~any ofaction ~~the~~to ~~Board~~ensure that members of ~~Directors~~our ~~and~~management ~~Audit~~team ~~Committee~~maintain oftheir ~~the~~positions ~~Company,~~with us after the ~~Company~~consummation ~~and~~of ~~the~~our ~~Sponsor~~initial ~~agreed~~business tocombination, ~~waive~~although ~~full~~it ~~payment~~is possible that some or all of ~~the~~our ~~Administrative~~executive ~~Service~~officers ~~Fee~~and ~~from~~directors ~~the~~may ~~start~~negotiate ~~date~~employment upor consulting arrangements to 12remain ~~months~~with us after the initial business combination. The ~~total~~existence or terms of ~~$120,000~~any ~~has~~such ~~been~~employment ~~waived~~or ~~including~~consulting ~~the~~arrangements ~~accrued~~to ~~liabilities~~retain oftheir ~~$35,000~~positions aswith us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of ~~October~~our ~~14,~~management ~~2023~~to ~~and~~remain with us after the ~~remaining~~consummation ~~commitment~~of ~~balance~~our ~~$85,000~~initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors

~~Policy~~Item ~~for~~12. ~~Approval~~Security Ownership of Certain Beneficial Owners and Management and Related ~~Party~~Shareholder ~~Transactions~~Matters.

WeThe ~~have~~following ~~not~~table ~~yet~~sets ~~adopted~~forth ainformation ~~formal~~regarding ~~policy for~~ the ~~review,~~beneficial ~~approval~~ownership ~~or ratification~~ of ~~related~~our ~~party~~ordinary ~~transactions.~~as ~~Accordingly,~~of the ~~transactions~~date ~~discussed~~hereof ~~above were not reviewed, approved or ratified in accordance with any such policy.~~by:

We● ~~have~~each ~~adopted~~person aknown ~~code~~by ~~of ethics requiring~~ us to ~~avoid,~~be ~~wherever~~the ~~possible,~~beneficial ~~all~~owner ~~conflicts~~ of ~~interests,~~more ~~except~~than ~~under~~5% ~~guidelines~~of ~~or resolutions approved by~~ our ~~board~~outstanding ofOrdinary ~~directors~~Shares; ~~(or~~● ~~the~~each ~~appropriate committee~~ of our ~~board)~~officers orand asdirectors; ~~disclosed~~and in● ~~our~~all ~~public~~of ~~filings with the SEC. Under~~ our ~~code~~officers ofand ~~ethics,~~directors conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. A form of the code of ethics that we have adopted is filed as ana ~~exhibit to our registration statement on Form S-1 (File No~~group.~~: 333-272605), which became effective on June 27, 2023.~~

InUnless ~~addition,~~otherwise ~~our audit committee~~indicated, ~~pursuant to a written charter that~~ we ~~have~~believe ~~adopted, will be responsible for reviewing and approving related party transactions to the extent~~ that weall ~~enter~~persons ~~into~~named ~~such~~in ~~transactions. An affirmative vote of a majority of~~ the ~~members~~table ofhave ~~the~~sole ~~audit~~voting ~~committee~~and ~~present~~investment atpower awith ~~meeting~~respect ~~at which a quorum is present will be required in order~~ to ~~approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of~~ all ofOrdinary ~~the~~Shares ~~members~~beneficially ofowned ~~the~~by ~~audit committee will be required to approve a related party transaction~~them. ~~We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.~~

~~These~~24 ~~procedures~~Table ~~are intended to determine whether any such related party transaction impairs the independence~~ of ~~a director or presents a conflict of interest on the part of a director, employee or officer.~~Contents

26The ~~Table~~beneficial ownership of ~~Contents~~our Ordinary Shares is based on an aggregate of 4,941,322 Ordinary Shares issued and outstanding as of April 9, 2025.

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our insiders unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA, or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire, or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Furthermore, no finder’s fees, compensation or cash payments will be made to our insiders, existing officers, directors or advisors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to the IPO to be paid either prior to or in connection with our initial business combination. In addition, the following payments will be made to our insiders or their affiliates, none of which will be made from the proceeds of the IPO held in the trust account prior to the completion of our initial business combination:

	Number of		Percentage of
	Ordinary Shares		Outstanding
Name and Address of Beneficial Owner ⁽¹⁾	Beneficially Owned ⁽²⁾		Ordinary Shares
*Officers and Directors*
Seck Chyn “Neil” Foo		8,000	*
Bee Lian Ooi		5,000	*
Phui Lam Lee		5,000	*
Suwardi Bin Hamzah Syakir		5,000	*
All officers and directors as a group (4 individuals)		23,000	*
*5% Holders*
Bukit Jalil Global Investment Ltd. ⁽²⁾		1,861,807	37.7	%

●* ~~reimbursement~~Less ofthan ~~out-of-pocket~~one ~~expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations;~~percent

●(1) ~~repayment~~Unless atotherwise indicated, the ~~closing of our initial~~ business ~~combination~~address of ~~loans~~each ~~which may be made by our insiders or an affiliate~~ of ~~our~~the ~~insiders~~individuals tois ~~finance~~c/o ~~transaction~~Bukit ~~costs~~Jalil inGlobal ~~connection~~Acquisition ~~with~~1 ~~an intended initial business combination~~Ltd., to31-1 ~~meet~~Taman ~~our~~Miharja ~~working~~Phase ~~capital needs or to extend our life~~3B, ~~the~~Jalan ~~terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $~~3/93,~~000,000~~ of2 ~~such~~½ ~~loans~~Miles, ~~may~~Cheras, beKuala ~~convertible into working capital units~~Lumpur, atMalaysia ~~a price of $10~~55200.00 per unit at the option of the lender in addition to the convertible notes in connection with the potential extensions. Such working capital units are identical to the private units sold in the private placement; and

~~Our~~(2) ~~audit~~Ms. ~~committee~~Chyi ~~will~~Chyi ~~review~~Ooi onis athe ~~quarterly~~sole ~~basis~~member ~~all~~and ~~payments~~sole ~~that~~director ~~were~~of ~~made~~Bukit toJalil ~~our~~Global ~~insiders~~Investment Ltd., the Sponsor. The person having voting, dispositive or ~~their~~investment ~~affiliates~~powers over the Sponsor is Chyi Chyi Ooi, thus Chyi Chyi Ooiis deemed to have beneficial ownership of the shares held by the Sponsor.

~~Nasdaq~~Founder requires that a majority of our board must be composed of “Independent Directors.” Currently, Ms. Bee Lian Ooi, Mr. Phui Lam Lee, and Mr. Suwardi Bin Hamzah Syakir are each considered an “independent director” under the Nasdaq listing rules, which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Independent Directors will have regularly scheduled meetings at which only independent directors are present.Shares

On September 15, 2022, we issued 500,000,000 ordinary shares of a par value of $0.0001 each (the “Ordinary Shares”) to Bukit Jalil Global Investment Ltd. (the “Sponsor”). On November 16, 2022, (1) we issued 1,437,500 Ordinary Shares of a par value of $0.0001 each to the Sponsor for a purchase price of $25,000, or approximately $0.0174 per share, and (2) the Sponsor surrendered 500,000,000 Ordinary Shares of a par value of $0.0001 each. On April 12, 2023, the Sponsor entered into a securities transfer agreement, pursuant to which the Sponsor transferred to our directors an aggregate of 23,000 Ordinary Shares, among which, 8,000 Founder Shares were transferred to Seck Chyn “Neil” Foo, and 5,000 Founder Shares were transferred to each of Bee Lian Ooi, Phui Lam Lee, and Suwardi Bin Hamzah Syakir, immediately following the effectiveness of the Registration Statement.

As of December 31, 2024, there were 1,437,500 Founder Shares issued and outstanding. The aggregate capital contribution was $25,000, or approximately $0.0174 per share.

Private Units

On June 30, 2023, simultaneously with the consummation of the IPO, the Company completed the Private Placement of 424,307 Private Units to the Sponsor at a purchase price of $10.00 per Private Unit.

Promissory Note — Related Party

On November 4, 2022, the Sponsor has agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and is due at the earlier of (1) December 31, 2024 or (2) the date on which the Company consummates an initial public offering of its securities. Total amount of $433,508 under the promissory note was fully repaid upon closing of the IPO on June 30, 2023. This note has been terminated after the repayment.

From January 1, 2024 to the date hereof, the Company issued a total of ten (10) Notes to the Sponsor in the total principal amount of $1,000,000. The proceeds of the Notes were deposited into the Company’s Trust Account for the public shareholders, which enables the Company to extend the period of time it has to consummate its initial business combination up to April 30, 2025.

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Working Capital Loans

In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. Any such loans would be on an interest-free basis and would be repaid only from funds held outside the trust account or from funds released to the Company upon completion of the Company’s initial Business Combination. Up to $3,000,000 of such loans may be convertible into units at a price of $10.00 per unit, at the option of the lender. The units would be identical to the private units issued to the Sponsor. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s trust account, but if the Company does, it will request such lender to provide a waiver against any and all rights to seek access to funds in the trust account.

As of December 31, 2024, the Company had no borrowings under the working capital loans.

Administrative Services Agreement

On June 27, 2023, in connection with the IPO, the Company entered into the Administrative Service Agreement with the Sponsor. Pursuant to the Administrative Service Agreement, the Company shall pay the Sponsor $10,000 per month as the Administrative Service Fee from June 27, 2023, the date of the Prospectus till the earlier of the consummation of an initial business combination or the Company’s liquidation. The Administrative Service Agreement provides that any unpaid amount of the Administrative Service Fee will accrue without interest and be due and payable no later than the date of the consummation of the Company’s initial business combination.

On October 14, 2023, upon the approval of the Board of Directors and Audit Committee of the Company, the Company and the Sponsor agreed to waive full payment of the Administrative Service Fee from the start date up to 12 months. The total of $120,000 has been waived including the accrued liabilities of $35,000 as of October 14, 2023 and the remaining commitment balance $85,000.

Policy for Approval of Related Party Transactions

We have adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were reviewed, approved or ratified in accordance with any such policy.

We have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. A form of the code of ethics that we have adopted is filed as an exhibit to our registration statement on Form S-1 (File No.: 333-272605), which became effective on June 27, 2023.

In addition, our audit committee, pursuant to a written charter that we have adopted, will be responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

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●

reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations;

●

repayment at the closing of our initial business combination of loans which may be made by our insiders or an affiliate of our insiders to finance transaction costs in connection with an intended initial business combination, to meet our working capital needs or to extend our life, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $3,000,000 of such loans may be convertible into working capital units, at a price of $10.00 per unit at the option of the lender in addition to the convertible notes in connection with the potential extensions. Such working capital units are identical to the private units sold in the private placement; and

Our audit committee will review on a quarterly basis all payments that were made to our insiders or their affiliates.

Director Independence

Nasdaq requires that a majority of our board must be composed of “Independent Directors.” Currently, Ms. Bee Lian Ooi, Mr. Phui Lam Lee, and Mr. Suwardi Bin Hamzah Syakir are each considered an “independent director” under the Nasdaq listing rules, which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Independent Directors will have regularly scheduled meetings at which only independent directors are present.

Item 14. Principal Accounting Fees and Services.

The following is a summary of fees paid or to be paid to UHY LLP (“UHY”), for services rendered.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by UHY in connection with regulatory filings. The aggregate fees billed by UHY for professional services rendered for the audit of our annual financial statements, review of the financial information included in our other required filings with the SEC for the year ended December 31, ~~2023~~2024 and for the ~~period~~year ~~from~~ended ~~September 15, 2022 (inception) through~~ December 31, ~~2022~~2023 totaled $~~143~~188,~~920~~342 and $52175,~~547~~058, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” WeThere ~~paid~~were ~~UHY~~no ~~$31,138~~fees ~~and~~billed ~~$10,650, respectively,~~ for ~~professional~~products and services ~~rendered~~provided ~~for~~by ~~audit~~our ~~related~~independent ~~fees~~registered public accounting firm for the year ~~period~~ ended December 31, ~~2023~~2024 and ~~for the period from September 15, 2022 (inception) through December 31, 2022~~2023.

Tax Fees. We did not pay UHY for tax planning and tax advice for the year ended December 31, ~~2023~~2024 and for the ~~period~~year ~~from~~ended ~~September 15, 2022 (inception) through~~ December 31, ~~2022~~2023.

All Other Fees. We did not pay UHY for other services for the year ended December 31, ~~2023~~2024 and for the ~~period~~year ~~from~~ended ~~September 15, 2022 (inception) through~~ December 31, ~~2022~~2023.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

1. The following documents are filed as part of this Annual Report:

Financial Statements: See “Item 8. Financial Statements and Supplementary Data” herein and “Index to Financial Statements” and financial statements incorporated by reference therein commencing below.

2. Exhibits: The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.

Exhibit Number		Description
3.1*		Amended and Restated Memorandum and Articles of Association, ~~dated~~of ~~June 26~~BUJA, ~~2023.~~as ~~(incorporated~~adopted ~~herein~~ by ~~reference~~special toresolutions ~~Exhibit~~dated ~~3.1~~June to25, ~~Form~~2023 ~~8-K~~and asamended ~~filed~~by ~~with~~special ~~the~~resolutions ~~Securities~~dated ~~and Exchange Commission on~~ June 3029, ~~2023)~~2024.
4.1*		Specimen Unit Certificate. (incorporated herein by reference to Exhibit 4.1 to Form S-1 as filed with the Securities and Exchange Commission on June 23, 2023).
4.2*		Specimen Ordinary Share Certificate. (incorporated herein by reference to Exhibit 4.2 to Form S-1 as filed with the Securities and Exchange Commission on June 23, 2023).
4.3*		Specimen Warrant Certificate. (incorporated herein by reference to Exhibit 4.3 to Form S-1 as filed with the Securities and Exchange Commission on June 23, 2023).
4.4*		Specimen Right Certificate (incorporated herein by reference to Exhibit 4.4 to Form S-1 as filed with the Securities and Exchange Commission on June 23, 2023).
4.5*		Warrant Agreement, dated June 27, 2023, between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent. (incorporated herein by reference to Exhibit 4.1 to Form 8-K as filed with the Securities and Exchange Commission on June 30, 2023).

4.6*		Rights Agreement, dated June 27, 2023, between the Registrant and Continental Stock Transfer & Trust Company, as rights agent. (incorporated herein by reference to Exhibit 4.2 to Form 8-K as filed with the Securities and Exchange Commission on June 30, 2023).
10.1*		Letter Agreement, dated June 27, 2023, among the Registrant and certain security holders. (incorporated herein by reference to Exhibit 10.6 to Form 8-K as filed with the Securities and Exchange Commission on June 30, 2023).
10.2*		Investment Management Trust Agreement, dated June 27, 2023, between the Registrant and Continental Stock Transfer & Trust Company, as trustee. (incorporated herein by reference to Exhibit 10.3 to Form 8-K as filed with the Securities and Exchange Commission on June 30, 2023).
10.3*		Escrow Agreement between the Registrant, dated June 27, 2023, Continental Stock Transfer & Trust Company and certain shareholders. (incorporated herein by reference to Exhibit 10.4 to Form 8-K as filed with the Securities and Exchange Commission on June 30, 2023).
10.4*		Registration Rights Agreement, dated June 27, 2023, among the Registrant and certain security holders. (incorporated herein by reference to Exhibit 10.5 to Form 8-K as filed with the Securities and Exchange Commission on June 30, 2023).

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10.5*		Private Units Purchase Agreement, dated June 27, 2023, between the Registrant and the Sponsor. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on June 30, 2023).
10.6*		Securities Transfer Agreement, dated April 12, 2023, among the Registrant, the Sponsor, and certain directors of the Registrant. (incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission on June 30, 2023).
10.7*		Administrative Service Agreement, dated June 27, 2023, between the Registrant and the Sponsor. (incorporated herein by reference to Exhibit 10.8 to Form 8-K as filed with the Securities and Exchange Commission on June 30, 2023).
10.8*		Amendment to the Investment Management Trust Agreement dated July 1, 2024, between the Company and Continental Stock Transfer & Trust Company (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on July 2, 2024).
10.9*		Business Combination Agreement, dated August 5, 2024, by and among BUJA, PubCo, Merger Sub I, Merger Sub II, and GIBO (incorporated herein by reference to Exhibit 2.1 to BUJA’s Form 8-K as filed with the SEC on August 9, 2024 and also attached as Annex A to the Form F-4 and Proxy \Statement).
10.10*		Form of Assignment, Assumption and Amendment Agreement (incorporated herein by reference to Exhibit 4.1 to BUJA’s Form 8-K as filed with the SEC on August 9, 2024).
10.11*		Form of Company Shareholder Support Agreement (incorporated herein by reference to Exhibit 10.1 to BUJA’s Form 8-K as filed with the SEC on August 9, 2024).
10.12*		Sponsor Support Agreement, dated August 5, 2024, among PubCo, GIBO, BUJA and the Sponsor (incorporated herein by reference to Exhibit 10.2 to BUJA’s Form 8-K as filed with the SEC on August 9, 2024).
10.13*		Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.3 to BUJA’s Form 8-K as filed with the SEC on August 9, 2024).
10.14*		Promissory Note, dated August 1, 2024, issued by BUJA to the Sponsor (incorporated herein by reference to Exhibit 10.1 to BUJA’s Form 8-K as filed with the SEC on August 1, 2024).
10.15*		Amendment to the Investment Management Trust Agreement dated July 1, 2024, between BUJA and Continental Stock Transfer & Trust Company (incorporated herein by reference to Exhibit 10.1 to BUJA’s Form 8-K as filed with the SEC on July 1, 2024).
10.16*		Promissory Note, dated July 1, 2024, issued by BUJA to the Sponsor (incorporated herein by reference to Exhibit 10.1 to BUJA’s Form 8-K as filed with the SEC on July 1, 2024).
10.17*		Promissory Note, dated August 29, 2024, issued by BUJA to the Sponsor (incorporated herein by reference to Exhibit 10.1 to BUJA’s Form 8-K as filed with the SEC on August 30, 2024).
10.18*		Advisory Agreement dated April 22, 2024, between BUJA and A.G.P./Alliance Global Partners.
10.19*		Promissory Note, dated September 29, 2024, issued by BUJA to the Sponsor (incorporated herein by reference to Exhibit 10.1 to BUJA’s Form 8-K as filed with the SEC on September 30, 2024).
10.20*		Promissory Note, dated October 30, 2024, issued by BUJA to the Sponsor (incorporated herein by reference to Exhibit 10.1 to BUJA’s Form 8-K as filed with the SEC on October 31, 2024).
10.21*		Promissory Note, dated December 2, 2024, issued by BUJA to the Sponsor (incorporated herein by reference to Exhibit 10.1 to BUJA’s Form 8-K as filed with the SEC on December 3, 2024).
10.22*		Promissory Note, dated December 26, 2024, issued by BUJA to the Sponsor (incorporated herein by reference to Exhibit 10.1 to BUJA’s Form 8-K as filed with the SEC on December 27, 2024).
10.23*		Promissory Note, dated January 27, 2025, issued by BUJA to the Sponsor (incorporated herein by reference to Exhibit 10.1 to BUJA’s Form 8-K as filed with the SEC on January 27, 2025).
10.24*		Promissory Note, dated February 26, 2025, issued by BUJA to the Sponsor (incorporated herein by reference to Exhibit 10.1 to BUJA’s Form 8-K as filed with the SEC on February 26, 2025).
10.25*		Promissory Note, dated March 26, 2025, issued by BUJA to the Sponsor (incorporated herein by reference to Exhibit 10.1 to BUJA’s Form 8-K as filed with the SEC on March 27, 2025).
10.26*		Amendment to Underwriting Agreement dated April 3, 2025 (incorporated herein by reference to Exhibit 10.1 to BUJA’s Form 8-K as filed with the SEC on April 7, 2025).
99.1*		Audit Committee Charter. (incorporated herein by reference to Exhibit 99.1 to Form S-1 as filed with the Securities and Exchange Commission on June 23, 2023)
99.2*		Compensation Committee Charter. (incorporated herein by reference to Exhibit 99.2 to Form S-1 as filed with the Securities and Exchange Commission on June 23, 2023)

31.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document – the Inline XBRL Instance Document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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* Furnished herewith

31.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document – the Inline XBRL Instance Document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~Item~~* ~~16.~~Furnished ~~Form 10-K Summary.~~herewith

~~None~~Item 16. Form 10-K Summary.

~~29 Table of Contents~~None.

~~SIGNATURES~~30 Table of Contents

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~SIGNATURES

	BUKIT JALIL GLOBAL ACQUISITION 1 LTD.
Date: April 2, 2024
	By:	/s/ Seck Chyn Foo
		Seck Chyn Foo
		Chief Executive Officer, Chief Financial Officer, Chairman and Secretary
		(Principal Executive Officer, Principal Financial Officer and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	BUKIT JALIL GLOBAL ACQUISITION 1 LTD.

Date: April 15, 2025
	By:	/s/ Seck Chyn Foo
		Seck Chyn Foo
		Chief Executive Officer, Chief Financial Officer, Chairman and Secretary
		(Principal Executive Officer, Principal Financial Officer and Accounting Officer)

Name	Position	Date
/s/ Seck Chyn Foo	Chief Executive Officer, Chief Financial Officer, Chairman and Director	April 2, 2024
Seck Chyn Foo	(Principle Executive Officer, Principal Accounting and Financial Officer)
/s/ Bee Lian Ooi	Director	April 2, 2024
Bee Lian Ooi
/s/ Phui Lam Lee	Director	April 2, 2024
Phui Lam Lee
/s/ Suwardi Bin Hamzah Syakir	Director	April 2, 2024
Suwardi Bin Hamzah Syakir

30 Table of Contents

Name	Position	Date

/s/ Seck Chyn Foo	Chief Executive Officer, Chief Financial Officer, Chairman and Director	April 15, 2025
Seck Chyn Foo	(Principle Executive Officer, Principal Accounting and Financial Officer)

/s/ Bee Lian Ooi	Director	April 15, 2025
Bee Lian Ooi

/s/ Phui Lam Lee	Director	April 15, 2025
Phui Lam Lee

/s/ Suwardi Bin Hamzah Syakir	Director	April 15, 2025
Suwardi Bin Hamzah Syakir

~~BUKIT~~31 ~~JALIL~~Table ~~GLOBAL~~of ~~ACQUISITION 1 LTD.~~Contents

~~INDEX~~BUKIT TOJALIL ~~FINANCIAL~~GLOBAL ~~STATEMENTS~~ACQUISITION 1 LTD.

Report of Independent Registered Public Accounting Firm (PCAOB ID: 1195)		F-2
Balance Sheets		F-3
Statements of Operations		F-4
Statements of Changes in Shareholders’ (Deficit)/Equity		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7

INDEX TO FINANCIAL STATEMENTS

F-1 Table of Contents

Report of Independent Registered Public Accounting Firm (PCAOB ID: 1195)		F-2
Balance Sheets		F-3
Statements of Operations		F-4
Statements of Changes in Shareholders’ (Deficit)/Equity		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7

~~REPORT~~F-1 OFTable ~~INDEPENDENT~~of ~~REGISTERED PUBLIC ACCOUNTING FIRM~~Contents

ToREPORT ~~the~~OF ~~Board~~INDEPENDENT ofREGISTERED ~~Directors~~PUBLIC ~~and~~ACCOUNTING FIRM

~~Shareholders~~To ofthe ~~Bukit~~Board ~~Jalil~~of ~~Global~~Directors ~~Acquisition 1 Ltd.~~and

~~Opinion~~Shareholders onof ~~the~~Bukit ~~Financial~~Jalil ~~Statements~~Global Acquisition 1 Ltd.

WeOpinion ~~have~~on ~~audited~~ the ~~accompanying~~Financial balance sheets of Bukit Jalil Global Acquisition 1 Ltd. (the “Company”) as of December 31, 2023 and 2022, and the related statements of operations, changes in shareholders’ equity, and cash flows for the year ended December 31, 2023 and for the period from September 15, 2022 (inception) to December 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the year ended December 31, 2023 and the period from September 15, 2022 (inception) to December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.Statements

~~Substantial~~We ~~Doubt~~have ~~about~~audited the accompanying balance sheets of Bukit Jalil Global Acquisition 1 Ltd. (the “Company”) as of December 31, 2024 and 2023, and the related statements of operations, changes in shareholders’s ~~Ability~~(deficit) equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to ~~Continue~~as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as aof ~~Going~~December ~~Concern~~31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

~~The~~Substantial ~~accompanying~~Doubt financial statements have been prepared to assume the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no revenue, and incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in the pursuit of the consummation of a business combination. The Company’s cash and working capital as of December 31, 2023, are not sufficient to complete its planned activities for the upcoming year. These conditions raise substantial doubt about the Company’s ~~ability~~Ability to ~~continue~~Continue as a ~~going~~Going concern. Management’s evaluation of the events, conditions and plans regarding these matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty, and our opinion is not modified with respect to that matter.Concern

~~Basis~~The accompanying financial statements have been prepared to assume the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no revenue, and incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in the pursuit of the consummation of a business combination. The Company’s cash and working capital as of December 31, 2024 are not sufficient to complete its planned activities for ~~Opinion~~the upcoming year. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events, conditions and plans regarding these matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty, and our opinion is not modified with respect to that matter.

~~These~~Basis ~~financial~~for statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Opinion

WeThese ~~conducted~~financial ~~our~~statements ~~audits~~are ~~in accordance with~~ the ~~standards~~responsibility of the ~~PCAOB~~Company’s management. ~~Those~~Our ~~standards~~responsibility ~~require~~is ~~that we plan and perform the audit~~ to ~~obtain~~express ~~reasonable~~an ~~assurance~~opinion ~~about~~on ~~whether~~ the Company’s financial statements ~~are~~based ~~free~~on ofour ~~material misstatement, whether due to error or fraud~~audits. ~~The~~We ~~Company~~are isa ~~not~~public ~~required~~accounting tofirm ~~have,~~registered ~~nor~~with ~~were~~the wePublic ~~engaged~~Company toAccounting ~~perform,~~Oversight anBoard ~~audit~~(United ofStates) ~~its~~(PCAOB) ~~internal~~and ~~control over financial reporting. As part of our audits, we~~ are required to ~~obtain~~be anindependent ~~understanding~~with ofrespect ~~internal~~to ~~control~~the ~~over~~Company ~~financial~~in ~~reporting,~~accordance ~~but~~with ~~not~~the ~~for~~U.S. ~~the~~federal ~~purpose~~securities oflaws ~~expressing~~and anthe ~~opinion~~applicable onrules ~~the~~and ~~effectiveness~~regulations of the ~~Company’s~~Securities ~~internal~~and ~~control~~Exchange ~~over~~Commission ~~financial~~and ~~reporting.~~the ~~Accordingly, we express no such opinion~~PCAOB.

~~Our~~We ~~audits~~conducted ~~included~~our ~~performing~~audits ~~procedures~~in toaccordance ~~assess~~with the ~~risks~~standards of ~~material~~the ~~misstatement~~PCAOB. ofThose standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud,. ~~and~~The ~~performing~~Company ~~procedures~~is ~~that~~not ~~respond~~required to ~~those~~have, ~~risks.~~nor ~~Such~~were ~~procedures~~we ~~included~~engaged ~~examining,~~to ~~on a test basis~~perform, ~~evidence~~an ~~regarding~~audit ~~the~~of ~~amounts~~its ~~and~~internal ~~disclosures~~control inover ~~the~~ financial ~~statements~~reporting. ~~Our~~As part of our audits, ~~also~~we ~~included~~are ~~evaluating~~required ~~the~~to ~~accounting~~obtain ~~principles~~an ~~used~~understanding ~~and~~of ~~significant~~internal ~~estimates~~control ~~made~~over byfinancial ~~management~~reporting, asbut ~~well~~not asfor ~~evaluating~~ the ~~overall~~purpose ~~presentation~~ of expressing an opinion on the ~~financial~~effectiveness ~~statements.~~of Wethe ~~believe~~Company’s ~~that~~internal ~~our~~control ~~audits~~over ~~provide~~financial areporting. ~~reasonable~~Accordingly, ~~basis~~we ~~for~~express ~~our~~no such opinion.

~~/s/~~Our ~~UHY~~audits ~~LLP~~included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~We have served as the Company’~~/s/ ~~auditor~~UHY ~~since 2022.~~LLP

We have served as the Company’s auditor since 2022. New York, New York April 15, 2025

~~April~~ F-2, ~~2024~~Table of Contents

F-2 Table of Contents

BUKIT JALIL GLOBAL ACQUISITION 1 LTD
BALANCE SHEETS

	December 31, 2024			December 31, 2023
ASSETS
Current assets
Cash	$	15,265		$	295,372
Prepaid expenses		5,000			101,684
Total current asset		20,265			397,056

Investments held in Trust Account		32,819,527			59,884,239
TOTAL ASSETS	$	32,839,792		$	60,281,295

Liabilities and Shareholders' (Deficit) Equity
Current Liabilities
Due to related party	$	30,524		$	38,676
Sponsor Loan		908,000			-
Extension loan - related party		700,000			-
Other payable and accrued expenses		29,705			118,920
Total Current Liabilities		1,668,229			157,596

Deferred underwriters' discount		1,150,000			1,150,000
Total Liabilities		2,818,229			1,307,596

Commitments and contingencies

Ordinary shares subject to possible redemption, 2,929,515 and 5,750,000 shares at December 31, 2024 and December 31, 2023, respectively		32,819,527			54,526,904

Shareholders'(Deficit) Equity :
Preference shares, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding as of December 31, 2024 and December 31, 2023, respectively		-			-
Ordinary shares, $0.0001 par value, 490,000,000 shares authorized, 2,011,807 shares issued and outstanding as of December 31, 2024 and 2023, respectively (excluding 2,929,515 and 5,750,000 shares subject to possible redemption)		202			202
Additional paid-in capital		-			4,446,593
Accumulated deficit		(2,798,166	)		-
Total Shareholder's (Deficit) Equity		(2,797,964	)		4,446,795

Total Liabilities and Shareholders'(Deficit) Equity	$	32,839,792		$	60,281,295

The accompanying notes are an integral part of these audited financial statements

BUKIT JALIL GLOBAL ACQUISITION 1 LTD
BALANCE SHEETS
	December 31, 2023		December 31, 2022
ASSETS
Current assets
Cash	$	295,372	$	-
Other receivable		-		70,278
Deferred offering costs		-		249,704
Prepaid expenses		101,684		-
Total current asset		397,056		319,982
Investments held in Trust Account		59,884,239		-
TOTAL ASSETS	$	60,281,295	$	319,982
Liabilities and Shareholders' Equity
Current Liabilities
Due to related party	$	38,676	$	-
Other payable and accrued expenses		118,920		55,260
Promissory note - related party		-		258,226
Total Current Liabilities		157,596		313,486
Deferred underwriters' discount		1,150,000		-
Total Liabilities		1,307,596		313,486
Commitments and contingencies
Ordinary shares subject to possible redemption, 5,750,000 shares at redemption value		54,526,904		-
Shareholders' Equity:
Preference shares, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding as of December 31, 2023 and 2022, respectively
Ordinary shares, $0.0001 par value, 490,000,000 shares authorized, 2,011,807 and 1,437,500 shares issued and outstanding as of December 31, 2023 and 2022, respectively (excluding 5,750,000 shares subject to possible redemption)		202		144
Additional paid-in capital		4,446,593		24,856
Accumulated deficit		-		(18,504	)
Total Shareholders' Equity		4,446,795		6,496
Total Liabilities and Shareholders' Equity	$	60,281,295	$	319,982
The accompanying notes are an integral part of these audited financial statements

F-3

Table of Contents

F-3 Table of Contents

BUKIT JALIL GLOBAL ACQUISITION 1 LTD
STATEMENTS OF OPERATIONS

	For the Year Ended December 31, 2024			For the Year Ended December 31, 2023

Formation and operating costs	$	1,187,423		$	341,320
Share-based compensation expense		-			125,350
Loss from Operations		(1,187,423	)		(466,670	)

Other income:
Interest income		-			3,737
Dividend income on investments held in Trust		2,388,838			1,521,739

Net Income	$	1,201,415		$	1,058,806

Basic and diluted weighted ordinary average shares outstanding, subject to possible redemption		4,405,440			2,914,384
Basic and diluted net income per ordinary shares subject to possible redemption	$	0.79		$	1.05
Basic and diluted weighted average ordinary shares outstanding		2,011,807			1,728,587
Basic and diluted net loss per ordinary share attributable to non-redeemable ordinary shares	$	(1.13	)	$	(1.15	)

The accompanying notes are an integral part of these audited financial statements

BUKIT JALIL GLOBAL ACQUISITION 1 LTD
STATEMENTS OF OPERATIONS
				For the Period From
				September 15, 2022
	For the Year Ended			(Inception)Through
	December 31, 2023			December 31, 2022
Formation and operating costs	$	341,320		$	18,504
Share-based compensation expense		125,350			-
Loss from Operations		(466,670	)		(18,504	)
Other income:
Interest income		3,737			-
Dividend income on investments held in Trust		1,521,739			-
Net Income (Loss)	$	1,058,806		$	(18,504	)
Basic and diluted weighted ordinary average shares outstanding, subject to possible redemption		2,914,384			-
Basic and diluted net income per ordinary shares subject to possible redemption	$	1.05		$
Basic and diluted weighted average ordinary shares outstanding		1,728,587			1,250,000
Basic and diluted net loss per ordinary share attributable to non-redeemable ordinary shares	$	(1.15	)	$	(0.01	)

F-4

Table of Contents

~~The~~BUKIT ~~accompanying~~JALIL ~~notes~~GLOBAL ~~are~~ACQUISITION an1 ~~integral~~LTD ~~part~~STATEMENTS ofOF ~~these~~CHANGES ~~audited~~IN ~~financial~~SHAREHOLDERS' ~~statements~~ (DEFICIT) EQUITY

F-4 Table of Contents

	For the Year Ended December 31, 2024
											Total
					Additional						Shareholder's
	Ordinary Shares				Paid-in			Accumulated			(Deficit)
	Shares		Amount		Capital			Deficit			Equity
Balance as of December 31, 2023		2,011,807	$	202		4,446,593		$	-		$	4,446,795
Accretion of ordinary share subject to redemption value		-		-		(4,446,593	)		(3,999,581	)		(8,446,174	)
Net Income		-		-		-			1,201,415			1,201,415
Balance as of December 31, 2024		2,011,807	$	202	$	-		$	(2,798,166	)	$	(2,797,964	)

BUKIT JALIL GLOBAL ACQUISITION 1 LTD STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

	For the Year Ended December 31, 2023
													Total
							Additional						Shareholder's
	Ordinary Shares						Paid-in			Accumulated			(Deficit)
	Shares			Amount			Capital			Deficit			Equity
Balance as of December 31, 2022		1,437,500		$	144		$	24,856		$	(18,504	)	$	6,496
Sale of public units through public offering		5,750,000			575			57,499,425			-			57,500,000
Sale of private placement shares		424,307			43			4,243,027			-			4,243,070
Issuance of representative shares		150,000			15			817,485			-			817,500
Share compensation expense		-			-			125,350			-			125,350
Underwriters' discount		-			-			(3,162,500	)		-			(3,162,500	)
Other offering expenses		-			-			(1,615,023	)		-			(1,615,023	)
Reclassification of ordinary shares subject to redemption		(5,750,000	)		(575	)		(52,349,725	)		-			(52,350,300	)
Allocation of offering costs to ordinary shares subject to redemption		-			-			4,236,160			-			4,236,160
Accretion of ordinary share subject to redemption value		-			-			(5,372,462	)		(1,040,302	)		(6,412,764	)
Net Income		-			-			-			1,058,806			1,058,806
Balance as of December 31, 2023		2,011,807			202			4,446,593			-			4,446,795

	For the Year Ended December 31, 2023
							Additional						Total
	Ordinary Shares						Paid-in			Accumulated			Shareholders'
	Shares			Amount			Capital			Deficit			Equity
Balance as of December 31, 2022		1,437,500		$	144		$	24,856		$	(18,504	)	$	6,496
Sale of public units through public offering		5,750,000			575			57,499,425			-			57,500,000
Sale of private placement shares		424,307			43			4,243,027			-			4,243,070
Issuance of representative shares		150,000			15			817,485			-			817,500
Share compensation expense		-			-			125,350			-			125,350
Underwriters' discount		-			-			(3,162,500	)		-			(3,162,500	)
Other offering expenses		-			-			(1,615,024	)		-			(1,615,024	)
Reclassification of ordinary shares subject to redemption		(5,750,000	)		(575	)		(52,349,725	)		-			(52,350,300	)
Allocation of offering costs to ordinary shares subject to redemption		-			-			4,236,160			-			4,236,160
Accretion of ordinary share subject to redemption value		-			-			(5,372,462	)		(1,040,302	)		(6,412,764	)
Net Income		-			-			-			1,058,806			1,058,806
Balance as of December 31, 2023		2,011,807		$	202		$	4,446,593		$	-		$	4,446,795

The accompanying notes are an integral part of these audited financial statements

		For the Period From September 15, 2022 (Inception) through December 31, 2022
		Ordinary Shares						Additional Paid-in		Accumulated			TotalShareholders'
		Shares			Amount			Capital		Deficit			Equity
Balance as of September 15 ,2022 (inception)			-		$	-		$	-	$	-		$	-
Founder shares issued to initial shareholders	(1)		500,000,000			50,000			-		-			50,000
Founder shares issued to initial shareholder	(1)		1,437,500			144			24,856					25,000
Founder shares surrendered	(1)		(500,000,000	)		(50,000	)		-					(50,000	)
Net loss			-			-			-		(18,504	)		(18,504	)
Balance as of December 31, 2022			1,437,500		$	144		$	24,856	$	(18,504	)	$	6,496

F-5

Table of Contents

_____________

BUKIT JALIL GLOBAL ACQUISITION 1 LTD
STATEMENTS OF CASH FLOWS

	For the Year Ended December 31, 2024			For the Year Ended December 31, 2023

Cash Flows from Operating Activities:
Net Income (loss)	$	1,201,415		$	1,058,806
Adjustments to reconcile net loss to net cash used in operating activities:
Share-Based compensation expense		-			125,350
Dividend income on investments held in Trust		(2,388,838	)		(1,521,739	)
Changes in operating assets and liabilities:
Other receivable		-			70,278
Prepaid expenses		96,684			(121,683	)
Due to related party payable		(8,152	)		38,676
Other payable and accrued expenses		(89,216	)		(11,340	)
Net Cash (Used In) Operating Activities		(1,188,107	)		(361,652	)

Cash Flows from Investing Activities:
Purchase of investments held in Trust Account		-			(58,362,500	)
Proceeds from sale of investments in the Trust Account		30,153,550			-
Monthly extension fee deposited into Trust Account		(700,000	)		-
Net Cash Provided by (Used In) Investing Activities		29,453,550			(58,362,500	)

Cash Flows from Financing Activities:
Proceeds from sale of public units through public offerings, net of underwriters’ discount		-			55,487,500
Proceeds from sale of private placement units		-			4,243,070
Ordinary shares redemption		(30,153,550	)		-
Proceeds from issuance of extension loans to related party		700,000			175,282
Repayment of promissory note to related party		-			(433,508	)
Proceeds from Sponsor Loan		908,000			-
Payment of offering costs		-			(452,820	)
Net Cash (Used in) Provided by Financing Activities		(28,545,549	)		59,019,524

Net Change in Cash		(280,107	)		295,372

Cash, beginning of period		295,372			-
Cash, end of year	$	15,265		$	295,372

Supplemental Disclosure of noncash investing and financing activities:
Deferred offering costs charged to APIC	$	-		$	1,615,024
Deferred underwriter's discount	$	-		$	1,150,000
Reclassification of ordinary shares subject to redemption	$	-		$	52,350,300
Issuance of representative shares	$	-		$	817,500
Allocation of offering costs to ordinary shares subject to redemption	$	-		$	4,236,160
Accretion of ordinary shares subject to redemption value	$	8,446,174		$	6,412,764

The accompanying notes are an integral part of these audited financial statements

~~(1)~~F-6 OnTable ~~September 15, 2022, the Company issued 500,000,000 ordinary shares~~ of a par value of $0.0001 each to the Sponsor. On November 16, 2022, the Sponsor acquired 1,437,500 shares and surrendered 500,000,000 ordinary shares. Those shares issuance and cancelation were considered as a recapitalization, which were recorded and presented retroactively.Contents

~~The~~Bukit ~~accompanying~~Jalil ~~notes~~Global ~~are~~Acquisition an1 ~~integral part of these audited financial statements~~Ltd.

~~F-5~~Notes ~~Table~~To ofFinancial ~~Contents~~Statements

~~BUKIT~~Note ~~JALIL GLOBAL ACQUISITION~~ 1 ~~LTD~~— ~~STATEMENTS~~Organization OFand ~~CASH~~Business ~~FLOWS~~Operation

				For the Period From
				September 15, 2022
	For the			(Inception) Through
	December 31, 2023			December 31, 2022
Cash Flows from Operating Activities:
Net Income (loss)	$	1,058,806		$	(18,504	)
Adjustments to reconcile net (income) loss to net cash used in operating activities:
Share-based compensation expense		125,350			-
Dividend income on investments held in Trust		(1,521,739	)
Changes in operating assets and liabilities:
Other receivable		70,278			-
Prepaid expenses		(121,683	)		-
Due to related party payable		38,676			-
Other payable and accrued expenses		(11,340	)		-
Net Cash Used in Operating Activities		(361,652	)		(18,504	)
Cash Flows from Investing Activities:
Purchase of investment held in Trust Account		(58,362,500	)		-
Net Cash Used in Investing Activities		(58,362,500	)		-
Cash Flows from Financing Activities:
Proceeds from sale of ordinary shares		-			25,000
Payment of deferred offering costs		-			(6,496	)
Proceeds from sale of public units through public offerings, net of underwriters’ discount		55,487,500			-
Proceeds from sale of private placement units		4,243,070			-
Proceeds from issuance of promissory note to related party		175,282			-
Repayment of promissory note to related party		(433,508	)		-
Payment of offering costs		(452,820	)		-
Net Cash Provided by Financing Activities		59,019,524			18,504
Net Change in Cash		295,372			-
Cash, beginning of period		-
Cash, end of year	$	295,372		$	-
Supplemental Disclosure of noncash investing and financing activities:
Deferred offering costs charged to APIC	$	1,615,024		$	-
Deferred offering costs paid by promissory note	$	-		$	187,948
Other receivable paid by promissory note-related party	$	-		$	70,728
Deferred underwriter's discount	$	1,150,000		$	-
Reclassification of ordinary shares subject to redemption	$	52,350,300		$	-
Issuance of representative shares	$	817,500		$	-
Allocation of offering costs to ordinary shares subject to redemption	$	4,236,160		$	-
Accretion of ordinary shares subject to redemption value	$	6,412,764		$	-

As of December 31, 2024 and 2023, the Company had not commenced any operations. For the period from September 15, 2022 (inception) through December 31, 2024, the Company’s efforts have been limited to organizational activities as well as activities related to its IPO (as defined below) and searches for targets for a business combination. The ~~accompanying~~Company ~~notes~~will ~~are~~not angenerate ~~integral~~any ~~part~~operating revenues until after the completion of ~~these~~a ~~audited~~Business ~~financial~~Combination, ~~statements~~at the earliest. The Company generated non-operating income in the form of interest income from the proceeds derived from the IPO (as defined below).

FThe registration statement for the Company’s initial public offering (“IPO”) became effective on June 27, 2023. On June 30, 2023, the Company consummated the IPO of 5,750,000 units (including 750,000 units issued upon the full exercise of the over-6allotment ~~Table~~option, the “Public Units”). Each Public Unit consists of ~~Contents~~one ordinary share, $0.0001 par value per share, one-half of one redeemable warrant (the “Warrant”), each whole Warrant entitling the holder thereof to purchase one ordinary share at an exercise price of $11.50 per share, and one right (the “Right”), each one Right entitling the holder thereof to exchange for one-tenth of one ordinary share upon the completion of the Company’s initial Business Combination. The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $57,500,000.

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 424,307 units (the “Private Placement Unit”) at a purchase price of $10.00 per Private Placement Units to Bukit Jalil Global ~~Acquisition~~Investment 1 Ltd. , a Cayman Islands company (the “Sponsor”), generating gross proceeds to the Company of $4,243,070. Each Private Placement Unit consists of one ordinary share, one-half of one warrant, and one right. These Private Placement Units are identical to the Public Units, subject to limited exceptions. However, the holder of the Private Placement Units is entitled to registration rights. In addition, the 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.

~~Notes~~Following Tothe ~~Financial~~closing ~~Statements~~of the IPO and the issuance and the sale of Private Placement Units on June 30, 2023, $58,362,500 ($10.15 per Public Unit) from the net proceeds of the sale of the Public Units in the IPO and the sale of Private Placement Units was placed into a U.S. based 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. Except with respect to interest earned on the funds held in the trust account that may be released to pay the Company’s tax obligations, the proceeds from the IPO and the sale of the Private Placement Units that are deposited in the trust account will not be released from the trust account until the earliest to occur of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination by June 30, 2024 (or up to December 30, 2024 if the Company extends the period of time to consummate a Business Combination) (the “Combination Period”), provided that the Sponsor or designee must deposit into the trust account for each three-month extension $575,000 ($0.10 per Public Units), up to an aggregate of $1,150,000, on or prior to the date of the applicable deadline), or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (c) the redemption of the public shares if the Company is unable to complete the Business Combination within the Combination Period, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders.

~~Note 1~~F-7 ~~— Organization~~Table ~~and~~of ~~Business Operation~~ Contents

Bukit Jalil Global Acquisition 1 Ltd. (the “Company”) is a blank check company incorporated in the Cayman Islands on September 15, 2022. The Company 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 Company has not selected any potential Business Combination target or initiated any substantive discussions, directly or indirectly, with any potential Business Combination prospects. The Company has selected December 31 as its fiscal year end.

AsNotes ofTo ~~December~~Financial 31, 2023, the Company had not commenced any operations. For the period from September 15, 2022 (inception) through December 31, 2023, the Company’s efforts have been limited to organizational activities as well as activities related to its IPO (as defined below) and searches for targets for a business combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generated non-operating income in the form of interest income from the proceeds derived from the IPO (as defined below).Statements

The ~~registration statement for the~~ Company’s initial ~~public~~Business ~~offering~~Combination ~~(“IPO”)~~must ~~became~~occur ~~effective~~with onone ~~June~~or ~~27,~~more ~~2023.~~target Onbusinesses ~~June~~that ~~30,~~together ~~2023,~~have ~~the~~an ~~Company~~aggregate ~~consummated~~fair ~~the~~market ~~IPO~~value of ~~5,750,000~~at ~~units~~least ~~(including~~80% ~~750,000~~of ~~units~~the ~~issued~~assets ~~upon~~held in the ~~full~~trust ~~exercise~~account of(excluding ~~the~~deferred ~~over-allotment~~underwriting ~~option,~~commissions and interest income earned on the ~~“Public~~trust ~~Units”).~~account ~~Each~~that ~~Public~~is ~~Unit~~released ~~consists~~for ofworking ~~one~~capital ~~ordinary~~purposes ~~share,~~or ~~$0.0001~~to ~~par~~pay ~~value~~taxes) ~~per~~at ~~share,~~the ~~one-half~~time of ~~one~~the ~~redeemable~~agreement ~~warrant~~to ~~(the~~enter ~~“Warrant”),~~into ~~each~~the ~~whole~~initial ~~Warrant~~Business ~~entitling~~Combination. However, the ~~holder~~Company ~~thereof~~will toonly ~~purchase~~complete ~~one~~a ~~ordinary~~Business ~~share~~Combination atif anthe ~~exercise~~post-transaction ~~price~~company ofowns ~~$11.~~or acquires 50% ~~per~~or ~~share,~~more ~~and~~of ~~one~~the ~~right~~outstanding (voting securities of the ~~“Right”),~~target ~~each~~or ~~one~~otherwise ~~Right~~acquires ~~entitling~~an ~~the~~interest ~~holder~~in ~~thereof~~the totarget ~~exchange~~sufficient for ~~one~~the post-~~tenth~~transaction ofcompany ~~one~~not ~~ordinary~~to ~~share~~be ~~upon~~required ~~the~~to ~~completion~~register ofas an investment company under the Investment Company’s ~~initial~~Act ~~Business~~of ~~Combination.~~1940, ~~The~~as ~~Public~~amended ~~Units~~(the ~~were~~“Investment ~~sold~~Company atAct”). anThere ~~offering~~is ~~price~~no ofassurance ~~$10.00~~that ~~per~~the ~~Public~~Company ~~Unit,~~will ~~generating~~be ~~gross~~able ~~proceeds~~to ofcomplete ~~$57,500,000~~a Business Combination successfully.

~~Substantially~~The ~~concurrently~~ordinary ~~with~~shares subject to possible redemption are being recorded at a redemption value and classified as temporary equity upon the ~~closing~~completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company ~~completed~~will proceed with a Business Combination if the ~~private~~Company ~~sale~~has net tangible assets of ~~424~~at least $5,~~307~~000,001 ~~units~~upon (such consummation of a Business Combination and, if the ~~“Private~~Company ~~Placement~~seeks ~~Unit”)~~shareholder atapproval, a ~~purchase~~majority ~~price~~ of ~~$10.00~~the ~~per~~issued ~~Private~~and ~~Placement~~outstanding ~~Units~~shares tovoted ~~Bukit~~are ~~Jalil~~voted ~~Global~~in ~~Investment~~favor ~~Ltd~~of the Business Combination., If the Company cannot complete a ~~Cayman~~Business ~~Islands~~Combination ~~company~~by June 30, 2024 (or up to December 30, 2024 if the ~~“Sponsor”~~Company extends the period of time to consummate a Business Combination), ~~generating~~unless ~~gross~~the ~~proceeds~~Company extends such period pursuant to its amended and restated memorandum and articles of association, the Company will: (i) cease all operations except for the purpose of $4winding up,~~243,070.~~ ~~Each~~(ii) ~~Private~~as ~~Placement~~promptly ~~Unit~~as ~~consists~~reasonably ofpossible ~~one~~but ~~ordinary~~not ~~share~~more than ten business days thereafter, ~~one~~redeem the public shares, at a per-~~half~~share ofprice, ~~one~~payable ~~warrant~~in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and ~~one~~not ~~right.~~previously ~~These~~released ~~Private~~to ~~Placement~~the ~~Units~~Company ~~are~~for ~~identical~~working capital purposes or to pay the ~~Public~~taxes ~~Units~~(less up to $100,000 ~~subject~~of interest to ~~limited~~pay ~~exceptions.~~dissolution ~~However~~expenses), divided by the ~~holder~~number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the ~~Private~~right ~~Placement~~to ~~Units~~receive isfurther ~~entitled~~liquidating distributions, if any), subject to ~~registration~~applicable ~~rights.~~law, Inand ~~addition~~(iii) as promptly as reasonably possible following such redemption, subject to the ~~Private~~approval ~~Placement~~of ~~Units~~the Company’s remaining shareholders and ~~the~~board ~~underlying~~of ~~securities~~directors, ~~may~~dissolve ~~not~~and liquidate, subject in each case to ~~certain~~the ~~limited~~Company’s ~~exceptions,~~obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be ~~transferred,~~no ~~assigned~~redemption rights or ~~sold~~liquidating bydistributions with respect to the ~~holder~~warrants ~~until~~and ~~completion~~rights, ofwhich will expire worthless if the ~~initial~~Company fails to complete a Business Combination by June 30, 2024 (or up to December 30, 2024 if the Company extends the time needed to complete a Business Combination).

~~The~~On ~~Company~~June ~~also~~29, ~~issued~~2024, to the ~~underwriter~~Company ~~and/or~~held ~~its~~an ~~designees,~~extraordinary ~~150,000~~general ~~ordinary~~meeting ~~shares, or~~ (the “~~Representative~~Extraordinary ~~Shares,~~Meeting”), ~~upon~~where the ~~consummation~~shareholders of the ~~IPO~~Company approved the proposal to amend Articles 48.7 ~~The~~and ~~Representative~~48.8 ~~Shares~~of ~~have~~the ~~been~~Company’s ~~deemed~~Amended ~~compensation~~and byRestated ~~FINRA~~Memorandum and ~~are~~Articles ~~therefore~~of ~~subject~~Association (the “Current MAA”) to provide that the Company must (i) consummate a ~~lock-up~~business combination, or (ii) cease its operations except for athe ~~period~~purpose of ~~180~~winding ~~days~~up ~~immediately~~if ~~following~~it ~~the~~fails ~~date~~to complete such Business Combination and redeem or repurchase 100% of the ~~commencement~~Company’s public shares included as part of ~~sales~~the public units issued in the ~~IPO~~Company’s ~~pursuant~~initial topublic ~~FINRA~~offering, ~~Rule~~by ~~5110~~June 30, 2024 (ethe “Termination Date”)~~(1).~~, ~~The~~and ~~fair~~if ~~value~~the ofCompany does not consummate a business combination by June 30 2024, the ~~150~~Termination Date may be extended up to twelve times,~~000~~ ~~Representative~~each ~~Shares~~by ~~was~~a ~~approximately~~Monthly ~~$817~~Extension,~~500~~ orfor ~~$5.45~~a ~~per~~total ~~share~~of up to twelve months to June 30, 2025, without the need for any further approval of the Company’s shareholders (the “Extension”).

~~Transaction~~In ~~costs~~addition, ~~amounted~~at tothe $4Extraordinary Meeting,~~777,524,~~ ~~consisting~~the shareholders of ~~$2,012,500~~the ofCompany ~~underwriting~~also ~~discounts~~approved ~~and~~the ~~commissions~~proposal to amend Articles 48.2, $148.4,~~150~~ 48.5,~~000~~ and 48.8 of ~~deferred~~the ~~underwriting~~Current ~~commissions,~~MAA ~~$797~~(such amendment,~~524~~ oftogether ~~other~~with ~~offering~~the ~~costs~~amendment ~~and~~mentioned ~~$817~~in the last paragraph,~~500~~ ~~fair~~the ~~value~~“MAA ofAmendment”) to eliminate the ~~150,000~~limitation ~~Representative~~that ~~Shares~~the ~~considered~~Company asmay ~~part~~not ofredeem the ~~transaction~~Company’s ~~costs~~public shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions.

~~Following~~In ~~the~~connection ~~closing~~with of the ~~IPO~~MMA ~~and the issuance and the sale of Private Placement Units on June 30~~Amendment, ~~2023, $58,362,500 ($10.15 per Public Unit) from~~ the ~~net~~Company ~~proceeds of the sale of the Public Units in the IPO~~ and ~~the sale of Private Placement Units was placed into a U.S. based 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~~New ofYork ~~185~~limited ~~days~~purpose ortrust ~~less~~company or(the in“Trustee”) ~~money~~amended ~~market funds meeting certain conditions under Rule 2a-7 under~~ the Investment ~~Company~~Management ~~Act~~Trust ~~which~~Agreement ~~invest~~dated ~~only~~June in27, ~~direct~~2023 ~~U.S. government treasury obligations. Except with respect to interest earned on~~ (the ~~funds~~“Trust ~~held~~Agreement”), ~~in the trust account that may be released~~ to ~~pay~~provide ~~the Company’s tax obligations, the proceeds from the IPO and the sale of the Private Placement Units~~ that ~~are deposited in~~ the ~~trust~~Trustee ~~account~~must ~~will~~commence ~~not~~liquidation ~~be released from the trust account until the earliest to occur~~ of: ~~(a)~~ the ~~completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the~~ Company’s ~~memorandum~~Trust ~~and~~Account ~~articles~~by ~~of association (i) to modify~~ the ~~substance~~12-month oranniversary ~~timing~~ of the ~~Company’s~~closing ~~obligation to allow redemption in connection with the initial Business Combination or to redeem 100%~~ of the ~~Company’s public shares if the Company does not complete the initial Business Combination by June 30~~IPO, ~~2024 (~~or ~~up to December 30~~, ~~2024~~in if the ~~Company~~event ~~extends~~that the ~~period~~Company ofextended ~~time~~( toon ~~consummate~~ a ~~Business~~monthly ~~Combination~~basis) ~~(the “Combination Period”)~~, ~~provided that~~ the ~~Sponsor~~time orto ~~designee~~complete ~~must deposit into~~ the ~~trust~~business ~~account~~combination for ~~each three-month extension $575,000 ($0.10 per Public Units),~~ up to an24-month ~~aggregate~~from ~~of $1,150,000, on or prior to~~ the ~~date~~closing of the ~~applicable~~IPO ~~deadline), or~~ (~~ii)~~each ~~with~~of ~~respect~~such tomonthly ~~any~~extensions, ~~other~~the ~~provision~~“Monthly ~~relating~~Extension”) tobut ~~shareholders’~~has ~~rights~~not orcompleted ~~pre-initial~~the business combination ~~activity and (c) the redemption of the public shares if the Company is unable to complete the Business Combination~~ within the ~~Combination Period, subject to~~ applicable ~~law.~~monthly ~~The~~anniversary ~~proceeds deposited in the trust account could become subject to the claims~~ of the ~~Company’s~~closing ~~creditors, if any, which could have priority over the claims~~ of the ~~public shareholders~~IPO.

F-78 Table of Contents

Bukit Jalil Global Acquisition 1 Ltd.

Notes To Financial Statements

~~The~~In ~~Company’s~~connection ~~initial Business Combination must occur~~ with ~~one or more target businesses that together have an aggregate fair market value of at least 80% of~~ the ~~assets~~MAA ~~held~~Amendment inProposal ~~the trust account (excluding deferred underwriting commissions~~ and ~~interest income earned on~~ the ~~trust~~NTA ~~account~~Requirement ~~that~~Amendment isProposal, ~~released~~2,820,485 ~~for~~ordinary ~~working~~shares ~~capital purposes or to pay taxes) at the time~~ of the ~~agreement to enter into the initial Business Combination. However, the~~ Company ~~will~~were ~~only~~rendered complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for ~~the~~redemption, ~~post-transaction~~and ~~company~~$30,153,550 ~~not~~were topaid ~~be required~~ to ~~register as an investment company under~~ the ~~Investment~~redeeming ~~Company~~shareholders ~~Act~~accordingly ofon ~~1940~~July 9, ~~as amended (the “Investment Company Act”)~~2024. ~~There is no assurance that the Company will be able to complete a Business Combination successfully.~~

~~The~~In ~~ordinary~~order ~~shares subject~~ to ~~possible~~effectuated ~~redemption~~extension ~~are being recorded at a redemption value and classified as temporary equity upon the completion~~ of the ~~IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the~~ Company’s ~~will~~deadline ~~proceed~~to ~~with~~consummate a Business Combination ~~if the Company has net tangible assets of at least $5~~,~~000,001~~ ~~upon such consummation of a Business Combination and, if~~ the ~~Company~~Sponsor ~~seeks~~had ~~shareholder~~deposited ~~approval,~~ a ~~majority~~total of ~~the~~Seven-Monthly ~~issued~~Extension ~~and~~Fee, ~~outstanding~~each ~~shares voted are voted~~ in ~~favor of~~ the ~~Business~~amount ~~Combination.~~of ~~If the Company cannot complete a Business Combination by June 30~~$100,000, ~~2024~~from ~~(or~~July upthrough to December ~~30,~~ 2024 ~~if the Company extends the period of time to consummate a Business Combination)~~, ~~unless~~or ~~the~~an ~~Company~~aggregate ~~extends such period pursuant to its amended and restated memorandum and articles~~ of ~~association~~$700, ~~the Company will: (i) cease all operations except for the purpose of winding up~~000, ~~(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal~~ to the ~~aggregate~~Trust ~~amount~~Account ~~then~~of ~~on deposit in~~ the ~~trust account including interest earned on the funds held in the trust account and not previously released to the~~ Company ~~for working capital purposes or~~ to ~~pay~~extend the ~~taxes~~deadline ~~(less~~for ~~up to $100,000 of interest to pay dissolution expenses), divided by~~ the ~~number~~Company ~~of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right~~ to ~~receive~~complete ~~further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to~~ the ~~approval~~Business ofCombination ~~the~~contemplated ~~Company’s~~from ~~remaining~~June ~~shareholders and board of directors~~30, ~~dissolve~~2024 ~~and liquidate, subject in each case~~ to ~~the~~January ~~Company’s~~2025. ~~obligations~~Each ~~under~~Monthly ~~Cayman~~Extension ~~Islands~~Payment ~~law~~from ~~to provide for claims of creditors and~~ the ~~requirements~~Sponsor ofwas ~~other~~evidenced ~~applicable~~by ~~law.~~an ~~There~~unsecured ~~will~~promissory benote ~~no redemption rights or liquidating distributions with respect to the warrants and rights~~(collectively, ~~which will expire worthless if~~ the ~~Company~~“Extension ~~fails~~Notes”) toissued ~~complete a Business Combination~~ by ~~June 30, 2024 (or up to December 30, 2024 if~~ the Company ~~extends~~to the ~~time needed to complete a Business Combination)~~Sponsor.

~~Going~~Subsequently, ~~Concern~~in ~~Consideration~~January, February, and March 2025, the Sponsor deposited an aggregated total of $300,000 into the Trust Account resulting the Company having until April 2025 to complete its initial business combination. The Company issued the Sponsor three unsecured promissory notes of an aggregate total of $300,000 (the “January, February, and March 2025 Extension Note”).

AsBusiness ofCombination ~~December~~Agreement ~~31,~~with ~~2023,~~Global ~~the~~IBO ~~Company~~Group ~~had cash of $295,372 and a working capital of $239,460~~Ltd.

~~The~~On August 5, 2024, the Company’s ~~liquidity~~entered ~~needs~~into ~~prior~~a tobusiness combination agreement (the ~~consummation~~“Business ofCombination ~~the~~Agreement”) ~~IPO~~with ~~had~~GIBO ~~been~~Holdings ~~satisfied~~Limited, ~~through~~a Cayman Islands exempted company (“PubCo”), GIBO Merger Sub 1 Limited, a ~~payment~~Cayman ~~from~~Islands ~~the~~exempted ~~Sponsor~~company and a wholly-owned subsidiary of ~~$25~~PubCo (“Merger Sub I”),~~000~~ ~~for~~GIBO ~~the~~Merger ~~Founder~~Sub ~~Shares~~2 Limited, a Cayman Islands exempted company and ~~the~~a ~~loan~~wholly-owned ~~under~~subsidiary anof ~~unsecured~~PubCo ~~promissory~~(“Merger ~~note~~Sub ~~from~~II”), ~~the~~and ~~Sponsor~~Global ofIBO ~~$433~~Group Ltd.,~~508~~ a Cayman Islands exempted company limited by shares (“GIBO”).

~~The~~Pursuant ~~Company’s~~to ~~cash~~the Business Combination Agreement, among other things, (i) Merger Sub I will merge with and ~~working~~into ~~capital~~GIBO, with GIBO as the surviving entity and a wholly-owned subsidiary of ~~December~~PubCo ~~31,~~(the ~~2023~~“First Merger”), ~~are~~and ~~not~~(ii) ~~sufficient~~following tothe ~~complete~~First ~~its~~Merger, ~~planned~~Merger ~~activities~~Sub toI ~~consummate~~will amerge ~~business~~with ~~combination~~and ~~for~~into the ~~upcoming~~Company, ~~year.~~with ~~The~~the Company ~~has~~as ~~incurred~~the ~~and~~surviving ~~expects~~entity toand ~~continue~~a towholly-owned ~~incur~~subsidiary ~~significant~~of ~~professional~~PubCo ~~costs~~(the to“Second ~~remain~~Merger,” asand atogether ~~publicly~~with ~~traded~~the ~~company~~First Merger and tothe ~~incur~~other ~~significant~~transactions ~~transaction~~contemplated ~~costs~~by inthe ~~pursuit~~Business ofCombination Agreement, the “Business Combination”). Upon the consummation of athe Business Combination., Ineach ~~connection~~of ~~with~~ the Company’s ~~assessment~~and ofGIBO ~~going~~would ~~concern~~become ~~considerations~~a insubsidiary ~~accordance~~of ~~with~~PubCo, ~~Financial~~and ~~Accounting~~the ~~Standard Board~~Company’s ~~Accounting~~shareholders ~~Standards~~and ~~Update~~GIBO’s shareholders (~~“ASU”)~~except ~~2014-15,~~certain ~~“Disclosures~~shareholders of ~~Uncertainties~~GIBO ~~about~~(such anshareholders, ~~Entity’s~~the ~~Ability~~“Founders”)) towould ~~Continue~~receive asClass aA ~~Going~~ordinary ~~Concern~~shares, par value $0.”000001 ~~management~~per ~~believes~~share, ~~that~~of ~~these~~PubCo ~~conditions~~(“PubCo ~~raise~~Class ~~substantial~~A ~~doubt~~Ordinary ~~about~~Shares”) and the ~~Company’s~~Founders ~~ability~~would toreceive ~~continue~~Class asB aordinary ~~going~~shares, ~~concern~~par value $0.000001 Inper ~~addition~~share, ifof ~~the~~PubCo ~~Company~~(“PubCo isClass ~~unable~~B toOrdinary ~~complete~~Shares” aand ~~Business~~together ~~Combination~~with ~~within~~PubCo ~~the~~Class ~~Combination~~A ~~Period~~Ordinary Shares, ~~the~~“PubCo ~~Company’s~~Ordinary ~~board~~Shares” ) as consideration and become the shareholders of ~~directors~~PubCo. ~~would~~Each ~~proceed~~PubCo toClass ~~commence~~A aOrdinary ~~voluntary~~Share ~~liquidation~~has ~~and~~one ~~thereby~~vote aper ~~formal~~share ~~dissolution~~while ofeach ~~the~~PubCo ~~Company~~Class B Ordinary Share has one twenty (20) votes per share. ~~There~~Each isPubCo noClass ~~assurance~~B ~~that~~Ordinary ~~the~~Share ~~Company’s~~is ~~plans~~convertible tointo ~~consummate~~one a(1) ~~Business~~PubCo ~~Combination~~Class ~~will~~A beOrdinary ~~successful~~Share ~~within~~at ~~the~~any ~~Combination~~time ~~Period.~~at Asthe aoption ~~result,~~of ~~management~~the ~~has~~holder ~~determined~~thereof ~~that~~and ~~such~~PubCo ~~additional~~Class ~~conditions~~A ~~also~~Ordinary ~~raise~~Shares ~~substantial~~are ~~doubt~~not ~~about~~convertible ~~the~~into ~~Company’s~~PubCo ~~ability~~Class toB ~~continue~~Ordinary asShares aunder ~~going~~any ~~concern~~circumstances. ~~Management~~The ~~expects~~closing todate ~~obtain~~of ~~additional~~each ~~funds~~of ~~from~~the ~~related~~First ~~parties~~Merger toand ~~provide~~ the ~~additional~~Second ~~working~~Merger ~~capital~~is ~~necessary~~hereinafter referred to ~~carry~~as ~~out~~First ~~its~~Closing ~~objective~~Date toand ~~consummate~~the aSecond ~~business~~Closing ~~combination~~Date respectively. The ~~financial~~Company ~~statements~~and doGIBO ~~not~~expect ~~include~~PubCo ~~any~~Class ~~adjustments~~A ~~that~~Ordinary ~~might~~Shares ~~result~~be ~~from~~listed and traded on the ~~outcome~~Nasdaq Stock Market LLC following the consummation of ~~this~~the ~~uncertainty~~Business Combination. The merger consideration for the Business Combination is $8.28 billion.

~~F-8~~Going ~~Table~~Concern ~~of Contents~~Consideration

~~Bukit~~As ~~Jalil~~of ~~Global~~December ~~Acquisition~~31, 12024, ~~Ltd.~~the Company had cash of $15,265 and a working capital deficit of $1,647,964.

~~Notes~~The ToCompany’s ~~Financial~~liquidity ~~Statements~~needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $433,508. Subsequent to the consummation of the IPO, the Company’s liquidity has been satisfied through the net proceeds from the IPO and the Private Placement not held in the Trust Account, $908,000 of Sponsor loans, and $700,000 of extension loans.

~~Note 2~~F-9 ~~— Significant~~Table ~~Accounting~~of ~~Policies~~Contents

~~Basis~~Bukit ofJalil ~~Presentation~~Global Acquisition 1 Ltd.

~~The~~Notes ~~accompanying~~To ~~financial~~Financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).Statements

~~Emerging~~The ~~Growth~~Company’s cash and working capital as of December 31, 2024, are not sufficient to complete its planned activities to consummate a business combination for the upcoming year. The Company ~~Status~~has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” management believes that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional conditions also raise substantial doubt about the Company’s ability to continue as a going concern. Management expects to obtain additional funds from related parties to provide the additional working capital necessary to carry out its objective to consummate a business combination. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The~~Note ~~Company is an “emerging growth company,” as defined in Section~~ 2~~(a) of~~ ~~the~~— ~~Securities~~Significant ~~Act of 1933,~~Accounting as amended, (the “Securities Act”), as modified by the Jumpstart The Company’s Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.Policies

~~Further,~~Basis ~~Section 102(b)(1)~~ of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Presentation

~~Use~~The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of ~~Estimates~~America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

~~The~~Emerging ~~preparation~~Growth ofCompany financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.Status

~~Making~~The ~~estimates~~Company ~~requires~~is ~~management~~an to“emerging ~~exercise~~growth ~~significant~~company,” ~~judgment.~~as Itdefined isin atSection ~~least~~2(a) ~~reasonably~~of ~~possible~~the ~~that~~Securities Act of 1933, as amended, (the ~~estimate~~“Securities ofAct”), as modified by the ~~effect~~Jumpstart The Company’s Business Startups Act of a2012, ~~condition~~(the “JOBS Act”), ~~situation~~and orit ~~set~~may take advantage of ~~circumstances~~certain exemptions from various reporting requirements that ~~existed~~are atapplicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the ~~date~~auditor attestation requirements of Section 404 of the ~~financial~~Sarbanes-Oxley ~~statements~~Act, ~~which~~reduced ~~management~~disclosure ~~considered~~obligations inregarding ~~formulating~~executive compensation in its ~~estimate~~periodic reports and proxy statements, ~~could~~and ~~change~~exemptions infrom the ~~near~~requirements ~~term~~of ~~due~~holding toa ~~one~~nonbinding oradvisory ~~more~~vote ~~future~~on ~~confirming~~executive ~~events.~~compensation ~~Accordingly,~~and ~~the~~shareholder ~~actual~~approval ~~results~~of ~~could~~any ~~differ~~golden ~~significantly~~parachute ~~from~~payments ~~those~~not ~~estimates~~previously approved.

~~Cash~~Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and ~~Cash~~comply ~~Equivalents~~with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~The~~Use ~~Company considers all short-term investments with an original maturity~~ of three months or less when purchased to be cash equivalents. The Company had $295,372 and $0 in cash and did not have any cash equivalents as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, $45,372 and $0, respectively, was over the Federal Deposit Insurance Corporation (FDIC) limit. Estimates

~~Furthermore,~~The ~~recent~~preparation ~~bank~~of ~~failures,~~financial ~~non-performance,~~statements orin ~~other~~conformity ~~adverse~~with ~~developments~~GAAP ~~that~~requires ~~affect~~management ~~financial~~to ~~institutions~~make ~~could~~estimates ~~impair~~and ~~the~~assumptions ~~ability~~that ofaffect ~~one~~the orreported ~~more~~amounts of ~~the~~assets ~~banks~~and ~~participating~~liabilities inand ~~the~~disclosure ~~credit~~of ~~facility~~contingent ~~from~~assets ~~honoring~~and ~~their~~liabilities ~~commitments.~~at ~~Such~~the ~~events~~date ~~could~~of ~~have~~the afinancial ~~material~~statements ~~adverse~~and ~~effect~~the onreported ~~the~~amounts ~~Company’s~~of ~~financial~~revenues ~~condition~~and orexpenses ~~results~~during ofthe ~~operations~~reporting period.

~~F-9~~Making ~~Table~~estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of ~~Contents~~the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

~~Bukit~~F-10 ~~Jalil~~Table ~~Global~~of ~~Acquisition 1 Ltd.~~ Contents

~~Notes~~Bukit ToJalil ~~Financial~~Global ~~Statements~~Acquisition 1 Ltd.

~~Investments~~Notes ~~Held~~To inFinancial ~~Trust Account~~Statements

AtCash December 31, 2023, the assets held in the Trust Account were substantially held in BlackRock Liquidity Treasury Trust Fund, a money market mutual funds. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and ~~losses~~Cash resulting from the change in fair value of investments held in Trust Account are included in interest earned on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Income earned on these investments will be fully reinvested into the investments held in the Trust Account and therefore considered as an adjustment to reconcile net income (loss) to net cash used in operating activities in the statements of cash flows. Such income reinvested will be used to redeem all or a portion of the ordinary shares upon the completion of Business Combination. For the years ended December 31, 2023 and 2022, there were $1,521,739 and $0 of dividend income recognized, respectively.Equivalents

AsThe Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $15,265 and $295,372 in cash and did not have any cash equivalents as of December 31, 2024 and 2023, ~~the~~respectively. ~~assets~~As ~~held~~of inDecember ~~the~~31, ~~trust~~2024, ~~account~~$0 was ~~$59,884,239~~over the Federal Deposit Insurance Corporation (FDIC) limit.

~~Warrants~~Furthermore, bank failures, non-performance, or other adverse developments that affect financial institutions could impair the ability of one or more of the banks participating in the credit facility from honoring their commitments. Such events could have a material adverse effect on the Company’s financial condition or results of operations.

~~The~~Investments ~~Company~~Held ~~accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance~~ in ~~Financial~~Trust Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.Account

~~For~~At ~~issued~~December or31, ~~modified~~2024 ~~warrants~~and ~~that~~2023, ~~meet~~the ~~all~~assets held in the ~~criteria~~Trust ~~for~~Account ~~equity~~were ~~classification~~substantially held in BlackRock Liquidity Treasury Trust Fund, a money market mutual funds. The Company’s investments held in the ~~warrants~~Trust Account are ~~required~~classified toas betrading ~~recorded~~securities. asTrading asecurities ~~component~~are ofpresented ~~equity~~on the balance sheet at fair value at the ~~time~~end of ~~issuance~~each reporting period. AsGains and losses resulting from the ~~Company’s~~change ~~warrants~~in ~~meet~~fair ~~all~~value ~~the~~of ~~criteria~~investments ~~for~~held ~~equity~~in ~~classification,~~Trust soAccount are included in interest earned on investments held in Trust Account in the ~~Company~~accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Income earned on these investments will ~~classify~~be ~~each~~fully ~~warrant~~reinvested into the investments held in the Trust Account and therefore considered as ~~its~~an ~~own~~adjustment ~~equity~~to reconcile net income (loss) to net cash used in operating activities in the statements of cash flows. Such income reinvested will be used to redeem all or a portion of the ordinary shares upon the completion of Business Combination. For the years ended December 31, 2024 and 2023, there were $2,388,838 and $1,521,739 of dividend income recognized, respectively.

~~Ordinary~~As ~~Shares~~of ~~Subject~~December to31, ~~Possible~~2024 ~~Redemption~~and 2023, the assets held in the trust account was $32,819,527 and $59,884,239, respectively.

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s public shares feature certain redemption rights that are outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the Shareholders’ equity section of the Company’s balance sheet.Warrants

The Company ~~has~~accounts ~~made~~for awarrants ~~policy~~as ~~election~~either inequity-classified ~~accordance~~or ~~with ASC 480~~liability-~~10-S99-3A~~classified ~~and~~instruments tobased ~~accrete~~on ~~changes~~an inassessment of the ~~redemption~~warrant’s ~~value~~specific ~~over~~terms ~~the~~and ~~period~~applicable ~~from~~authoritative ~~the~~guidance ~~date~~in ofFinancial ~~issuance~~Accounting ~~(or~~Standards ~~from~~Board ~~the~~(“FASB”) ~~date~~ASC ~~that~~480 it“Distinguishing ~~becomes~~Liabilities ~~probable~~from ~~that~~Equity” ~~the~~(“ASC ~~instrument~~480”) ~~will~~and ~~become~~ASC ~~redeemable~~815, ifDerivatives ~~later)~~and toHedging ~~the~~(“ASC ~~earliest~~815”). ~~redemption~~The ~~date~~assessment ofconsiders whether the ~~instrument,~~warrants ~~and~~are ~~recognizes~~freestanding ~~changes~~financial ininstruments ~~redemption~~pursuant ~~value~~to inASC ~~additional~~480, ~~paid-in~~whether ~~capital~~they ~~(or~~meet ~~accumulated~~the ~~deficit~~definition inof ~~the~~a ~~absence~~liability ofpursuant ~~additional~~to ~~paid-in~~ASC ~~capital)~~480, ~~over~~and anwhether ~~expected~~the ~~12-month~~warrants ~~period~~meet ~~leading~~all upof tothe arequirements ~~Business~~for ~~Combination.~~equity Asclassification ofunder ~~December~~ASC 31815, ~~2023,~~including whether the ~~Company~~warrants ~~recognized~~are ~~accumulated~~indexed ~~accretion~~to ofthe ~~initial~~Company’s ~~measurement~~own ofcommon ~~ordinary~~stock ~~shares~~and ~~subject~~whether tothe ~~redemption~~warrant ~~value~~holders ofcould ~~$4,891,024~~potentially ~~with~~require ~~unrecognized~~“net ~~accretion~~cash ofsettlement” ~~$5,357,336~~in ~~based~~a oncircumstance ~~$58,362,500~~outside ~~($10.15~~of ~~per~~the ~~Public~~Company’s ~~Unit)~~control, ~~deposited~~among ~~into~~other ~~trust~~conditions ~~account~~for ~~upon~~equity ~~IPO closing~~classification. InThis ~~addition~~assessment, which requires the ~~Company~~use ~~recognized~~of $1professional judgment,~~521,739~~ ofis ~~dividend~~conducted ~~income~~at ~~earned~~the ~~from~~time ~~trust~~of ~~account~~warrant issuance and as ~~the~~of ~~additional~~each ~~accretion~~subsequent ~~for~~quarterly ~~the~~period ~~year~~end ~~ended~~date ~~December~~while ~~31,~~the ~~2023~~warrants are outstanding.

~~Share~~For ~~Compensation~~issued ~~Expense~~or modified warrants that meet all the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. As the Company’s warrants meet all the criteria for equity classification, so the Company will classify each warrant as its own equity.

~~The~~Ordinary ~~Company~~Shares ~~accounts~~Subject for share-based compensation expense in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”). Under ASC718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a share-based award is subject to aPossible performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred (see Note 5 for more discussion about the details). The Company has recognized share-based compensation expense in the amount of $125,350 for the year ended December 31, 2023.Redemption

~~F-10~~The ~~Table~~Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of ~~Contents~~the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s public shares feature certain redemption rights that are outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the Shareholders’ equity section of the Company’s balance sheet.

~~Bukit~~F-11 ~~Jalil~~Table ~~Global~~of ~~Acquisition 1 Ltd.~~ Contents

~~Notes~~Bukit ToJalil ~~Financial~~Global ~~Statements~~Acquisition 1 Ltd.

~~Offering~~Notes ~~Costs~~To Financial Statements

The Company ~~complies~~has ~~with~~made ~~the~~a ~~requirements~~policy ofelection ~~FASB~~in ~~ASC~~accordance ~~Topic~~with ~~340~~ASC 480-10-S99-13A and to accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, ~~“Other~~if ~~Assets~~later) to the earliest redemption date of the instrument, and ~~Deferred~~recognizes ~~Costs~~changes –in ~~SEC~~redemption ~~Materials”~~value in additional paid-in capital (~~“ASC~~or ~~340~~accumulated deficit in the absence of additional paid-~~10-S99”~~in capital) ~~and~~over ~~SEC~~an ~~Staff~~expected ~~Accounting~~12-month ~~Bulletin~~period ~~Topic~~leading 5Aup to a Business Combination. As of December 31, ~~“Expenses~~2024, the Company recognized accumulated accretion of ~~Offering”. Offering~~ordinary ~~costs~~shares ~~were~~subject to redemption value of $410,~~777~~248,~~524~~360 ~~consisting~~with ~~principally~~unrecognized accretion of ~~underwriting,~~$0 ~~legal~~based on $58,362,500 ~~accounting~~($10.15 ~~and~~per ~~other~~Public ~~expenses~~Unit) ~~that~~deposited ~~are~~into ~~directly~~trust ~~related~~account toupon IPO closing. In addition, the ~~IPO~~Company recognized $2,388,838 of dividend income earned from trust account and ~~charged~~seven-month toextensions ~~shareholders’~~of ~~equity~~$700,000 ~~upon~~as the ~~completion~~additional ofaccretion for the ~~IPO~~year ended December 31, 2024.

~~Concentration~~Offering ~~of Credit Risk~~Costs

~~Financial~~The ~~instruments~~Company ~~that~~complies ~~potentially~~with ~~subject~~ the ~~Company~~requirements toof ~~concentrations~~FASB ofASC ~~credit~~Topic ~~risk~~340-10-S99-1, ~~consist~~“Other ofAssets ~~cash~~and ~~accounts~~Deferred inCosts a– ~~financial~~SEC ~~institution,~~Materials” ~~which,~~(“ASC at340-10-S99”) ~~times,~~and ~~may~~SEC ~~exceed~~Staff ~~the~~Accounting ~~Federal~~Bulletin ~~Depository~~Topic ~~Insurance~~5A, ~~Coverage~~“Expenses of ~~$250,000~~Offering”. ~~The~~Offering ~~Company~~costs ~~has~~were ~~not~~$4,777,524 ~~experienced~~consisting ~~losses~~principally onof ~~these~~underwriting, ~~accounts~~legal, accounting and ~~management~~other ~~believes~~expenses ~~the~~that ~~Company~~are isdirectly ~~not~~related ~~exposed~~to the IPO and charged to ~~significant~~shareholders’ ~~risks~~equity onupon ~~such~~the ~~accounts.~~completion of the IPO.

~~Furthermore,~~Concentration ~~recent bank failures, non-performance, or other adverse developments that affect financial institutions could impair the ability~~ of ~~one~~Credit or more of the banks participating in the credit facility from honoring their commitments. Such events could have a material adverse effect on the Company’s financial condition or results of operations.Risk

~~Fair~~Financial ~~Value~~instruments that potentially subject the Company to concentrations of ~~Financial~~credit ~~Instruments~~risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

~~ASC~~Furthermore, ~~Topic~~bank ~~820~~failures, ~~“Fair Value Measurements and Disclosures” defines fair value~~non-performance, ~~the~~or ~~methods~~other ~~used~~adverse todevelopments ~~measure~~that ~~fair~~affect ~~value~~financial ~~and~~institutions ~~the~~could ~~expanded~~impair ~~disclosures about fair value measurements. Fair value is~~ the ~~price~~ability ~~that~~of ~~would~~one ~~be received to sell an asset~~ or ~~paid~~more toof ~~transfer~~the abanks ~~liability~~participating in ~~an orderly transaction between~~ the ~~buyer~~credit ~~and~~facility ~~the~~from ~~seller~~honoring attheir ~~the measurement date~~commitments. InSuch ~~determining~~events ~~fair~~could ~~value,~~have ~~the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC Topic 820 establishes~~ a ~~fair~~material ~~value~~adverse ~~hierarchy~~effect for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on ~~market data obtained from sources independent of~~ the Company~~. Unobservable inputs reflect the Company~~’s ~~assumptions~~financial ~~about~~condition ~~the inputs that the buyer and seller would use in pricing the asset~~ or ~~liability~~results ~~developed~~of ~~based on the best information available in the circumstances~~operations.

~~The~~Fair ~~fair~~Value ~~value~~of ~~hierarchy~~Financial ~~is categorized into three levels based on the inputs as follows:~~Instruments

·ASC ~~Level~~Topic 1820 -“Fair ~~Valuations~~Value ~~based~~Measurements onand ~~unadjusted~~Disclosures” ~~quoted~~defines ~~prices~~fair invalue, ~~active~~the ~~markets~~methods ~~for~~used ~~identical~~to ~~assets~~measure orfair ~~liabilities~~value ~~that~~and the ~~Company~~expanded ~~has~~disclosures ~~the~~about ~~ability~~fair tovalue ~~access~~measurements. ~~Valuation~~Fair ~~adjustments~~value ~~and~~is ~~block~~the ~~discounts~~price ~~are~~that ~~not~~would ~~being~~be ~~applied.~~received ~~Since~~to ~~valuations~~sell ~~are~~an ~~based~~asset onor ~~quoted~~paid ~~prices~~to ~~that~~transfer ~~are~~a ~~readily~~liability in an orderly transaction between the buyer and ~~regularly~~the ~~available~~seller inat anthe ~~active~~measurement ~~market~~date. In determining fair value, the valuation oftechniques ~~these~~consistent ~~securities~~with ~~does~~the ~~not~~market ~~entail~~approach, aincome ~~significant~~approach ~~degree~~and ofcost ~~judgment.~~approach ·shall ~~Level~~be 2used -to ~~Valuations~~measure ~~based~~fair onvalue. ~~(i)~~ASC ~~quoted~~Topic ~~prices~~820 inestablishes ~~active~~a ~~markets~~fair value hierarchy for ~~similar~~inputs, ~~assets~~which ~~and~~represent ~~liabilities,~~the ~~(ii)~~assumptions ~~quoted~~used ~~prices~~by inthe ~~markets~~buyer ~~that~~and ~~are~~seller ~~not~~in ~~active~~pricing ~~for~~the ~~identical~~asset or ~~similar~~liability. ~~assets,~~These ~~(iii)~~ inputs ~~other~~are ~~than~~further ~~quoted~~defined ~~prices~~as ~~for~~observable ~~the~~and ~~assets~~unobservable orinputs. ~~liabilities,~~Observable orinputs ~~(iv)~~are ~~inputs~~those that ~~are~~buyer ~~derived~~and ~~principally~~seller ~~from~~would use in pricing the asset or ~~corroborated~~liability bybased on market ~~through~~data ~~correlation~~obtained orfrom ~~other~~sources ~~means~~independent of the Company. ·Unobservable ~~Level~~inputs 3reflect -the ~~Valuations~~Company’s ~~based~~assumptions onabout the inputs that ~~are~~the ~~unobservable~~buyer and ~~significant~~seller towould use in pricing the ~~overall~~asset ~~fair~~or ~~value~~liability ~~measurement~~developed based on the best information available in the circumstances.

~~At December~~The ~~31,~~fair ~~2023,~~value ~~the~~hierarchy ~~assets~~is ~~held~~categorized ininto ~~the~~three ~~Trust~~levels ~~Account~~based ~~were~~on ~~substantially held in a money market mutual funds. All of~~ the ~~Company’s~~inputs ~~investments held in the Trust Account are classified~~ as ~~trading securities.~~follows:

~~The~~· ~~following~~Level ~~table~~1 ~~presents~~- ~~information~~Valuations ~~about~~based ~~the~~on ~~Company’s~~unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are ~~measured~~not atbeing ~~fair~~applied. ~~value~~Since valuations are based on aquoted ~~recurring~~prices ~~basis~~that atare ~~December~~readily 31and regularly available in an active market, ~~2023~~valuation of these securities does not entail a significant degree of judgment. · Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and ~~December~~liabilities, 31(ii) quoted prices in markets that are not active for identical or similar assets, ~~2022~~(iii) ~~and~~inputs ~~indicates~~other than quoted prices for the ~~fair~~assets ~~value~~or ~~hierarchy~~liabilities, ofor ~~the~~(iv) ~~valuation~~inputs that are derived principally from or corroborated by market through correlation or other means. · Level 3 - Valuations based on inputs ~~the~~that ~~Company~~are ~~utilized~~unobservable and significant to ~~determine~~the ~~such~~overall fair value measurement.

	December 31, 2023				December 31, 2022
	Level		Investment		Level		Investment
Assets:
Investments held in Trust Account		1		59,884,239		-		-
Total			$	59,884,239			$	-

F-12

Table of Contents

~~F-11~~Bukit ~~Table~~Jalil ofGlobal ~~Contents~~Acquisition 1 Ltd.

~~Bukit~~Notes ~~Jalil~~To ~~Global~~Financial ~~Acquisition 1 Ltd.~~ Statements

~~Notes~~At ToDecember ~~Financial~~31, ~~Statements~~2024 and 2023, the assets held in the Trust Account were substantially held in a money market mutual funds. All of the Company’s investments held in the Trust Account are classified as trading securities.

~~Income~~The ~~Taxes~~following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2024 and 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The Company accounts for income taxes under ASC740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

	December 31, 2024				December 31, 2023
	Level		Investment		Level		Investment

Assets:
Investments held in Trust Account		1		32,819,527		1		59,884,239
Total			$	32,819,527			$	59,884,239

~~ASC~~Income 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company has identified Cayman Islands as its only “major” tax jurisdiction, as defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on September 15, 2022, the evaluation was performed for 2023 and 2022 tax years which will be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. Taxes

The Company ~~may~~accounts befor ~~subject~~income totaxes ~~potential~~under ~~examination~~ASC740 byIncome ~~foreign~~Taxes ~~taxing~~(“ASC ~~authorities~~740”). inASC 740 requires the ~~area~~recognition of ~~income~~deferred ~~taxes.~~tax ~~These~~assets ~~potential~~and ~~examinations~~liabilities ~~may~~for ~~include~~both ~~questioning~~the expected impact of differences between the ~~timing~~financial statement and ~~amount~~tax basis of ~~deductions,~~assets and liabilities and for the ~~nexus~~expected offuture ~~income~~tax ~~among~~benefit ~~various~~to be derived from tax ~~jurisdictions~~loss and ~~compliance~~tax ~~with~~credit ~~foreign~~carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax ~~laws~~assets will not be realized.

~~The~~ASC ~~Company~~740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax ~~provision~~position ~~was~~taken ~~deemed~~or expected to be detaken ~~minimis~~in ~~for~~a ~~the~~tax ~~period presented~~return. ~~The~~For ~~Company~~those isbenefits ~~considered~~to be recognized, a tax position must be more-likely-than-not to be ansustained ~~exempted~~upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company has identified Cayman Islands as its only “major” tax jurisdiction, as defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on September 15, 2022, the evaluation was performed for 2023 and is2022 ~~presently~~tax ~~not~~years which will be the only period subject to ~~income~~examination. ~~taxes~~The orCompany believes that its income tax ~~filing~~positions ~~requirements~~and deductions would be sustained on audit and does not anticipate any adjustments that would result in ~~the~~a ~~Cayman~~material ~~Islands~~change orto ~~the~~its ~~United~~financial ~~States~~position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense.

~~Net~~The ~~Income~~Company ~~(Loss)~~may ~~per~~be ~~Share~~subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws.

The Company’s ~~complies~~tax ~~with~~provision ~~accounting~~was ~~and~~deemed ~~disclosure requirements of FASB ASC 260, Earnings Per Share. In order~~ to ~~determine~~be ~~the~~de ~~net~~minimis ~~income~~for ~~(loss) attributable to both~~ the ~~redeemable~~period shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paidpresented. The Company ~~then~~is allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the shares subject to possible redemption was considered to be ~~dividends~~an ~~paid~~exempted toCayman ~~the~~Islands ~~public~~Company ~~stockholders.~~and ~~For~~is ~~the~~presently ~~year ended December 31, 2023, the Company has~~ not ~~considered~~subject ~~the effect of the Warrants sold in the IPO~~ to ~~purchase an aggregate of 5,750,000 shares in the calculation of diluted net~~ income ~~(loss)~~taxes per share, since the exercise of the Warrants is contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or ~~converted~~income ~~into~~tax ~~shares~~filing ~~and~~requirements ~~then share~~ in the ~~earnings~~Cayman ofIslands the Company. For the year ended December 31, 2023 and the period from September 15, 2022 (inception) to December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or ~~converted into common stock and then share in~~ the ~~earnings~~United ~~of the Company~~States. ~~As a result, diluted income (loss) per share is the same as basic (income) loss per share for the period presented.~~

F-1213 Table of Contents

Bukit Jalil Global Acquisition 1 Ltd.

Notes To Financial Statements

~~The~~Net ~~net~~ income ~~(loss)~~ per ~~share presented in the statement of operations is based on the following:~~ Share

				For the
	For the Year ended			Period from September 15, 2022 (inception) Through
	December 31, 2023			December 31, 2022
Net income (loss)	$	1,058,806		$	(18,504	)
Subsequent accretion of carrying value to redemption value		(6,412,764	)		-
Net loss including accretion of carrying value of redemption value	$	(5,353,958	)	$	(18,504	)

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income allocable to both the redeemable shares and non-redeemable shares and the undistributed income is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the shares subject to possible redemption was considered to be dividends paid to the public stockholders. For the year ended December 31, 2024, the Company has not considered the effect of the Warrants sold in the IPO to purchase an aggregate of 5,750,000 shares in the calculation of diluted net income per share, since the exercise of the Warrants is contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive in period which the Company incurred net loss and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into shares and then share in the earnings of the Company. For the years ended December 31, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic (income) loss per share for the period presented.

	For the Year Ended						For the Period from September 15, 2022 (inception) Through
	December 31, 2023						December 31, 2022
	Redeemable			Non-Redeemable			Redeemable		Non-Redeemable
	Ordinary Share			Ordinary Share			Ordinary Share		Ordinary Share
Basic and diluted net income (loss) per share:
Numerators:
Allocation of net loss	$	(3,360,668	)	$	(1,993,289	)	$	-	$	(18,504	)
Accretion of initial measurement of common stock subject to redemption value		6,412,764			-			-		-
Allocation of net income (loss)	$	3,052,096		$	(1,993,289	)	$	-	$	(18,504	)
Denominators:
Weighted-average ordinary shares outstanding		2,914,384			1,728,587			-		1,250,000
Basic and diluted net income (loss) per share	$	1.05		$	(1.15	)	$	-	$	(0.01	)

The net income per share presented in the statement of operations is based on the following:

Recent Accounting Pronouncements

	For the year ended December 31, 2024			For the year ended December 31, 2023
Net income	$	1,201,415		$	1,058,806
Accretion of carrying value to redemption value		(8,446,174	)		(6,412,764	)
Net loss including accretion of carrying value of redemption value	$	(7,244,759	)	$	(5,353,958	)

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

	For the Year Ended						For the Year Ended
	December 31, 2024						December 31, 2023
				Non-						Non-
	Redeemable			Redeemable			Redeemable			Redeemable
	Ordinary			Ordinary			Ordinary			Ordinary
	Share			Share			Share			Share
Basic and diluted net income (loss) per share:
Numerators:
Allocation of net loss including carrying value to redemption value	$	(4,973,527	)	$	(2,271,232	)	$	(3,360,668	)	$	(1,993,289	)
Accretion of carrying value to redemption value		8,446,174			-			6,412,764			-
Allocation of net income/(loss)	$	3,472,647		$	(2,271,232	)	$	3,052,096		$	(1,993,289	)

Denominators:
Weighted-average shares outstanding		4,405,440			2,011,807			2,914,384			1,728,587
Basic and diluted net income/ (loss) per share	$	0.79		$	(1.13	)	$	1.05		$	(1.15	)

~~Note 3~~Recent ~~— Initial~~Accounting ~~Public Offering~~Pronouncements

OnIn ~~June~~November 302023, the FASB issued Accounting Standards Update (“ASU”) 2023,-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments. These requirements include: (i) disclosure of significant expenses that are regularly provided to the ~~Company~~Chief ~~consummated~~Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss (collectively referred to as the ~~IPO~~“significant expense principle”); (ii) disclosure of ~~5,750,000~~an ~~Public~~amount ~~Units,~~for other segment items (~~including~~equal ~~750,000~~to ~~Public~~the ~~Units~~difference ~~issued~~between ~~upon~~segment revenue less segment expenses disclosed under the ~~full~~significant ~~exercise~~expense principle and each reported measure of ~~the~~segment ~~over-allotment~~profit ~~option~~or loss). ~~Each~~by ~~Public~~reportable ~~Unit~~segment ~~consists~~and a description of ~~one~~their ~~ordinary~~composition; ~~share,~~(iii) ~~one-half~~annual disclosure of ~~one~~a ~~redeemable~~reportable ~~Warrant,~~segment’s profit or loss and ~~one~~assets ~~Right~~currently torequired ~~receive~~by Topic 280 in interim periods; (iv) clarification that, if the CODM uses more than one~~-tenth~~ measure of ~~one~~a ~~ordinary~~segment's ~~share.~~profit ~~Each~~or ~~whole~~loss ~~redeemable~~in ~~Warrant~~assessing ~~entitles~~segment ~~the~~performance ~~holder~~and ~~thereof~~deciding how to ~~purchase~~allocate ~~one~~resources, ~~ordinary~~a ~~share~~public atentity anmay ~~exercise~~report ~~price~~those additional measures of ~~$11.50~~segment ~~per~~profit ~~share.~~or ~~Each~~loss; ~~Right~~(v) ~~entitles~~disclosure of the ~~holder~~title ~~thereof~~and toposition ~~receive~~of ~~one-tenth~~the CODM and an explanation of ~~one~~how ~~ordinary~~the ~~share~~CODM ~~upon~~uses the ~~consummation~~reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources; and (vi) requiring a public entity that has a single reportable segment provide all the ~~Business~~disclosures ~~Combination.~~required ~~The~~by ~~Public~~the ~~Units~~amendments ~~were~~in ~~sold~~this atASU, anand ~~offering~~all ~~price~~existing ofsegment ~~$10~~disclosures in Topic 280.00 ~~per~~ASU ~~Public~~2023-07 ~~Unit,~~is ~~generating~~effective ~~gross~~for ~~proceeds~~the ofCompany’s ~~$57~~annual periods beginning January 1,~~500~~ 2024,~~000~~ and for interim periods beginning January 1, 2025. The Company adopted ASU 2023-07 in the year ended December 31, 2024, and applied the amendments retrospectively to all prior periods presented in these consolidated financial statements.

~~F-13~~Management ~~Table~~does ofnot ~~Contents~~believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

~~Bukit~~Note ~~Jalil~~3 ~~Global~~— ~~Acquisition~~Initial 1Public ~~Ltd.~~ Offering

~~Notes~~On ToJune ~~Financial~~30, ~~Statements~~2023, the Company consummated the IPO of 5,750,000 Public Units, (including 750,000 Public Units issued upon the full exercise of the over-allotment option). Each Public Unit consists of one ordinary share, one-half of one redeemable Warrant, and one Right to receive one-tenth of one ordinary share. Each whole redeemable Warrant entitles the holder thereof to purchase one ordinary share at an exercise price of $11.50 per share. Each Right entitles the holder thereof to receive one-tenth of one ordinary share upon the consummation of the Business Combination. The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $57,500,000.

All of the 5,750,000 public shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such public shares if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association, or in connection with the Company’s liquidation. In accordance with the Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480F-~~10-S99,~~14 ~~redemption~~Table ~~provisions not solely within the control~~ of ~~the Company require common stock subject to redemption to be classified outside of permanent equity.~~Contents

~~The~~Bukit ~~Company’s~~Jalil ~~redeemable~~Global ~~ordinary~~Acquisition ~~share~~1 ~~is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99~~Ltd. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to accrete changes in the redemption value over the period from the date of issuance which is the IPO date. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

AsNotes ofTo ~~December~~Financial ~~31, 2023, the amount of ordinary shares reflected on the balance sheet are reconciled in the following table.~~ Statements

	As of December 31, 2023
Gross proceeds	$	57,500,000
Less:
Proceeds allocated to public rights and warrants		(5,149,700	)
Allocation of offering costs of public shares		(4,236,160	)
Plus:
Accretion of carrying value to redemption value		6,412,764
Ordinary shares subject to possible redemption	$	54,526,904

All of the 5,750,000 public shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such public shares if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association, or in connection with the Company’s liquidation. In accordance with the Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.

~~Note 4~~The ~~— Private~~Company’s ~~Placement~~redeemable ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to accrete changes in the redemption value over the period from the date of issuance which is the IPO date. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

~~Substantially~~As ~~concurrently with the closing~~ of ~~the~~December ~~IPO~~31, ~~the~~2024 ~~Company~~and ~~completed~~2023, the ~~private~~amount ~~sale~~ of ~~424,307 Private Placement Units at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $4,243,070. Each Private Placement Unit consists of one~~ ordinary ~~share,~~shares ~~one-half~~reflected ofon ~~one~~the ~~whole~~balance ~~warrant~~sheet ~~with each whole warrant to obtain one ordinary share and one right to receive one-tenth of one ordinary share. The Private Placement Units~~ are ~~identical~~reconciled ~~to the Public Units sold~~ in the ~~IPO.~~following ~~However, the holder of the Private Placement Units will be entitled to registration rights~~table. In addition, the Private Placement Units and the underlying securities may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until after the completion of the initial Business Combination.

Note 5 — Related Party Transactions

	As of December 31, 2024
Gross proceeds	$	57,500,000
Less:
Proceeds allocated to public rights and warrants		(5,149,700	)
Allocation of offering costs of public shares		(4,236,160	)
Plus:
Accretion of carrying value to redemption value		6,412,764
Ordinary shares subject to possible redemption, December 31, 2023	$	54,526,904
Less:
Redemptions		(30,153,550	)
Plus:
Accretion of carrying value to redemption value		7,746,174
Monthly extension fees deposited		700,000
Ordinary shares subject to possible redemption, December 31, 2024	$	32,819,527

~~Insider~~Note ~~Shares~~4 — Private Placement

OnSubstantially ~~September~~concurrently ~~15,~~with ~~2022~~the closing of the IPO, the Company ~~issued~~completed ~~500,000,000~~the ~~ordinary~~private ~~shares~~sale of 424,307 Private Placement Units at a ~~par~~purchase ~~value~~price of $010.~~0001~~00 ~~each~~per toPrivate ~~the~~Placement ~~Sponsor.~~Unit, Ongenerating ~~November~~gross ~~16,~~proceeds ~~2022~~of $4,243,070. ~~the~~Each ~~Sponsor~~Private ~~acquired~~Placement ~~1,437,500~~Unit ~~insider~~consists ~~shares~~of ~~for~~one aordinary ~~purchase~~share, ~~price~~one-half of ~~$25,000~~one whole warrant with each whole warrant to obtain one ordinary share and ~~surrendered~~one ~~500,000,000~~right to receive one-tenth of one ordinary ~~shares~~share. OnThe ~~June~~Private ~~30,~~Placement ~~2023~~Units are identical to the Public Units sold in the IPO. However, the ~~underwriters~~holder ~~exercised~~of the ~~over-allotment~~Private ~~option~~Placement inUnits ~~full~~will be entitled to registration rights. In addition, sothe ~~there~~Private ~~are~~Placement noUnits ~~insider~~and ~~shares~~the underlying securities may not, subject to ~~forfeiture~~certain limited exceptions, be transferred, assigned or sold by the holder until after the completion of the initial Business Combination.

~~Simultaneously with the effectiveness of the registration statement and prior to the closing of the IPO (including the full exercise of over~~F-~~allotment~~15 ~~option),~~Table ~~the Sponsor transferred to the Company’s directors an aggregate~~ of 23,000 insider shares , among which, 8,000 insider shares were transferred to Seck Chyn “Neil” Foo, and 5,000 insider shares were transferred to each of Bee Lian Ooi, Phui Lam Lee, and Suwardi Bin Hamzah Syakir, pursuant to a certain securities transfer agreement (the “Securities Transfer Agreement”) dated April 12, 2023.Contents

~~The~~Bukit ~~transfer~~Jalil ofGlobal ~~the~~Acquisition ~~insider~~1 ~~shares to the Company’s directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”)~~Ltd. Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 23,000 shares transferred to the Company’s directors was approximately $125,350 or $5.45 per share which was charged to statements of operations as a share-based compensation expense assuming the completion of business combination would be possibly occurred.

~~The~~Notes ~~Company~~To ~~used~~Financial ~~the following assumptions to estimate the fair value of the shares using Level 3 fair value measurements inputs at the measurement date:~~Statements

Time to expiration	2.0
Risk-free rate	4.9	%
Volatility	5.0	%
Dividend yield	0.0	%
Expected likelihood of a successful business combination	60	%

Note 5 — Related Party Transactions

~~F-14~~Insider ~~Table of Contents~~Shares

~~Bukit~~On ~~Jalil~~September ~~Global~~15, ~~Acquisition~~2022, the Company issued 500,000,000 ordinary shares of a par value of $0.0001 each to the Sponsor. On November 16, 2022, the Sponsor acquired 1,437,500 ~~Ltd~~insider shares for a purchase price of $25,000 and surrendered 500,000,000 ordinary shares. On June 30, 2023, the underwriters exercised the over-allotment option in full, so there are no insider shares subject to forfeiture.

~~Notes~~Simultaneously Towith ~~Financial~~the ~~Statements~~effectiveness of the registration statement and prior to the closing of the IPO (including the full exercise of over-allotment option), the Sponsor transferred to the Company’s directors an aggregate of 23,000 insider shares , among which, 8,000 insider shares were transferred to Seck Chyn “Neil” Foo, and 5,000 insider shares were transferred to each of Bee Lian Ooi, Phui Lam Lee, and Suwardi Bin Hamzah Syakir, pursuant to a certain securities transfer agreement (the “Securities Transfer Agreement”) dated April 12, 2023.

~~Due~~The transfer of the insider shares to ~~Related~~the ~~Party~~Company’s directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 23,000 shares transferred to the Company’s directors was approximately $125,350 or $5.45 per share which was charged to statements of operations as a share-based compensation expense assuming the completion of business combination would be possibly occurred.

On June 27, 2023, in connection with the IPO, the Company entered into an administrative service agreement with the Sponsor (the “Administrative Service Agreement”). Pursuant to the Administrative Service Agreement, the Company shall pay the Sponsor $10,000 per month (the “Administrative Service Fee”) from June 27, 2023, the date of the Company’s final prospectus for the IPO till the earlier of the consummation of an initial business combination or the Company’s liquidation. The ~~Administrative Service Agreement provides that any unpaid amount of the Administrative Service Fee will accrue without interest and be due and payable no later than the date of the consummation of the~~ Company’s ~~initial~~used ~~business combination. On October 14, 2023, upon~~ the ~~approval~~following ofassumptions ~~the Board of Directors and Audit Committee of the Company, the Company and the Sponsor agreed~~ to ~~waive~~estimate ~~full payment of~~ the ~~Administrative~~fair ~~Service~~value ~~Fee from the start date up to 12 months. The total~~ of ~~$120,000 has been waived including~~ the ~~accrued~~shares ~~liabilities~~using ofLevel ~~$35,000~~3 asfair ofvalue ~~October~~measurements ~~14,~~inputs ~~2023~~at ~~and~~ the ~~remaining~~measurement ~~commitment balance $85,000.~~ date:

As of December 31, 2023, the total amount contains operating costs of $38,676 paid by the Sponsor on behalf of the Company.

Time to expiration	2.0
Risk-free rate	4.9	%
Volatility	5.0	%
Dividend yield	0.0	%
Expected likelihood of a successful business combination	60	%

~~Promissory~~Due ~~Note —~~ to Related Party

On ~~November~~June 427, ~~2022~~2023, in connection with the IPO, the Company entered into an administrative service agreement with the Sponsor ~~has~~(the ~~agreed~~“Administrative Service Agreement”). Pursuant to ~~loan~~the Administrative Service Agreement, the Company upshall topay the Sponsor $~~500~~10,000 toper bemonth ~~used~~(the “Administrative Service Fee”) from June 27, 2023, the date of the Company’s final prospectus for athe ~~portion~~IPO till the earlier of the ~~expenses~~consummation of an initial business combination or the ~~IPO~~Company’s liquidation. ~~This~~The ~~loan~~Administrative isService ~~non-interest~~Agreement ~~bearing,~~provides ~~unsecured~~that any unpaid amount of the Administrative Service Fee will accrue without interest and isbe due atand payable no later than the ~~earlier~~date of ~~(1)~~the ~~December~~consummation 31of the Company’s initial business combination. On October 14, 2023, orupon ~~(2)~~the approval of the ~~date~~Board onof ~~which~~Directors and Audit Committee of the Company, ~~consummates~~the anCompany ~~initial~~and ~~public~~the ~~offering~~Sponsor agreed to waive full payment of ~~its~~the ~~securities~~Administrative Service Fee from the start date up to 12 months. ~~Total~~The ~~amount~~total of $~~433~~120,~~508~~000 ~~under~~has ~~the~~been ~~promissory~~waived ~~note~~including ~~was~~the ~~fully~~accrued ~~repaid~~liabilities ~~upon~~of ~~closing~~$35,000 as of October 14, 2023 and the ~~IPO~~remaining oncommitment ~~June~~balance 30$85, ~~2023~~000. As of December 31, ~~2023~~2024 and ~~2022~~2023, ~~the~~there ~~balances~~was ofno ~~the~~balance ~~promissory~~payable ~~note~~in ~~was~~relations $0to ~~and~~the ~~$258,226,~~Administrative ~~respectively~~Service Agreement to the Sponsor.

~~Working~~As ~~Capital~~of ~~Loans~~December 31, 2024 and 2023, the total amount due to related party were $ 30,524 and $ 38,676, respectively.

~~In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the~~ Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. Any such loans would be on an interest-free basis and would be repaid only from funds held outside the trust account or from funds released to the Company upon completion of the Company’s initial Business Combination. Up to $3,000,000 of such loans may be convertible into units at a price of $10.00 per unit, at the option of the lender. The units would be identical to the private units issued to the Sponsor. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s trust account, but if the Company does, it will request such lender to provide a waiver against any and all rights to seek access to funds in the trust account.Loan

AsOn ofMay ~~December 31~~6, ~~2023,~~2024 and ~~2022~~ July 16, 2024, the Company ~~had~~entered nointo ~~borrowings~~two ~~under~~loan agreements with the ~~working~~Sponsor ~~capital~~(the “Advance Agreements”). Pursuant to the Advance agreements, the Sponsor agreed to make an advance up to US$ 1,000,000). The loans are free of any interest and will be repaid upon demand.

~~Note 6~~As —of ~~Commitments &~~December ~~Contingencies~~31, 2024 and 2023, the Company had $ 908,000 and $ 0, respectively, owed under the Sponsor loan.

~~Registration~~F-16 ~~Rights~~Table of Contents

~~The~~Bukit ~~holders~~Jalil ofGlobal ~~the~~Acquisition insider shares and Private Placement Units (and any securities underlying the private units) are entitled to registration rights pursuant to a registration rights agreement dated June 27, 2023 requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to two demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (1) in the case of the insider shares, (i) with respect to 50% of the insider shares, until the earlier to occur of six months after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of ordinary shares equals or exceeds $12Ltd.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 the Company’s initial Business Combination and (2) with respect to the remaining 50% of the insider shares, six months after the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their shares for cash, securities or other property, and (2) in the case of the Private Placement Units and the securities underlying such units, until the completion of the Company’s initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~F-15~~Notes ~~Table~~To ofFinancial ~~Contents~~Statements

~~Bukit~~Working ~~Jalil~~Capital ~~Global Acquisition 1 Ltd.~~ Loans

~~Notes~~In Toaddition, ~~Financial~~in ~~Statements~~order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. Any such loans would be on an interest-free basis and would be repaid only from funds held outside the trust account or from funds released to the Company upon completion of the Company’s initial Business Combination. Up to $3,000,000 of such loans may be convertible into units at a price of $10.00 per unit, at the option of the lender. The units would be identical to the private units issued to the Sponsor. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s trust account, but if the Company does, it will request such lender to provide a waiver against any and all rights to seek access to funds in the trust account.

~~Underwriters~~As ~~Agreement~~of December 31, 2024 and 2023, the Company had no borrowings under the working capital loans.

~~The~~Extension ~~Company~~Loans ~~made~~– anRelated ~~underwriting discount of 3.5% of the gross proceeds of the IPO, or $2,012,500 to the underwriters at the closing of the IPO.~~Party

~~The~~In ~~Company~~order ~~will~~to ~~pay~~effectuated extension of the ~~underwriters~~Company’s deadline to consummate a ~~cash~~Business ~~fee~~Combination, (the ~~“Deferred~~Sponsor ~~Underwriting~~had ~~Fee”)~~deposited ofa ~~2.0%~~total of ~~the~~Seven-Monthly ~~gross~~Extension ~~proceeds~~Fee, ofeach in the ~~IPO~~amount of $100,000, from July through December 2024, or an aggregate of $1700,~~150,~~000, ~~upon~~to the ~~consummation~~Trust Account of the Company’s ~~initial~~to extend the deadline for the Company to complete the Business Combination. Ascontemplated oftherein ~~December~~by January 31, ~~2023,~~2025. ~~the~~Each ~~deferred~~Monthly ~~underwriters’~~Extension ~~discount~~Payment from the Sponsor was $1evidenced by an unsecured promissory note (collectively,~~150,000~~ asthe a“Extension ~~long-term~~Notes”) ~~liability~~issued onby the ~~balance~~Company ~~sheets~~to the Sponsor.

~~Representative~~Each ~~Shares~~Extension Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company’s business combination or (ii) the date of expiry of the term of the Company (the “Maturity Date”). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Note may be accelerated.

The ~~Company~~payees ~~issued~~of to the ~~representative~~Extension ~~and/or~~Notes, ~~its~~the ~~designees~~Sponsor, ~~150,000~~has ~~Representative~~the ~~Shares~~right, ~~upon~~but not the ~~consummation~~obligation, ofto convert the ~~IPO.~~Extension ~~The~~Notes, ~~Representative~~in ~~Shares~~whole ~~have~~or ~~been~~in ~~deemed~~part, ~~compensation~~respectively, byinto ~~FINRA~~private ~~and~~units ~~are~~(the ~~therefore~~“Units”) ~~subject~~of tothe aCompany, ~~lock-up~~each ~~for~~consisting aof ~~period~~one ofordinary ~~180~~share, ~~days~~par ~~immediately~~value ~~following~~$ ~~the~~0.0001 ~~date~~per ofshare (the ~~commencement~~“Ordinary Share”),one-half of ~~sales~~one ofwarrant, ~~the~~and ~~IPO~~one ~~pursuant~~right to ~~FINRA~~receive ~~Rule~~one-tenth ~~5110~~(~~e)(~~1/10) of one Ordinary Share upon the consummation of a business combination. The ~~fair~~number ~~value~~ of ~~the~~Units ~~150,000~~to ~~Representative~~be ~~Shares~~received ~~was~~by ~~approximately~~the ~~$817,500~~Sponsor orin ~~$5.45~~connection ~~per~~with ~~share~~such ~~which~~conversion ~~was~~shall ~~charged~~be toan ~~shareholders'~~amount ~~equity~~determined ~~upon~~by dividing (x) the ~~completion~~sum of the ~~IPO~~outstanding principal amount payable to the Sponsor by (y) $10.00.

~~The~~As ~~Company~~of ~~used~~December ~~the~~31, ~~following~~2024 ~~assumptions~~and to2023, ~~estimate~~ the ~~fair~~Company ~~value~~had borrowings of ~~the~~$700,000 ~~representative~~and ~~shares~~$0, ~~using~~respectively, ~~Level~~under 3the ~~fair~~Sponsor ~~value~~Extension ~~measurements~~Notes ~~inputs~~from at the ~~measurement date:~~Sponsor.

Time to expiration	1.50
Risk-free rate	5.2	%
Volatility	5.0	%
Dividend yield	0.0	%
Expected likelihood of a successful business combination	60	%

Note 6 — Commitments & Contingencies

~~Note 7~~Registration ~~— Shareholders’ Equity~~Rights

The holders of the insider shares and Private Placement Units (and any securities underlying the private units) are entitled to registration rights pursuant to a registration rights agreement dated June 27, 2023 requiring the Company isto ~~authorized~~register such securities for resale. The holders of these securities will be entitled to ~~issue~~make ~~500~~up to two demands,~~000~~ excluding short form registration demands,~~000~~ ~~shares~~that the Company registers such securities. In addition, ~~including~~the ~~490~~holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However,~~000~~ the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period,~~000~~ ~~ordinary~~which occurs (1) in the case of the insider shares, ~~par~~(i) ~~value~~with respect to 50% of the insider shares, until the earlier to occur of six months after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of ordinary shares equals or exceeds $012.~~0001~~00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and 10the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (2) with respect to the remaining 50% of the insider shares,~~000~~ six months after the date of the consummation of the Company’s initial Business Combination,~~000~~ ~~preferred~~or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their shares for cash, ~~par~~securities ~~value~~or ~~US$0~~other property, and (2) in the case of the Private Placement Units and the securities underlying such units, until the completion of the Company’s initial Business Combination.~~0001~~ ~~per~~The ~~share~~Company will bear the expenses incurred in connection with the filing of any such registration statements.

OnF-17 ~~September~~Table ~~15, 2022, in connection with the incorporation~~ of the Company, the Company issued 500,000,000 ordinary shares of a par value of $0.0001 each to the Sponsor. On November 16, 2022, the Sponsor acquired 1,437,500 shares at a price of approximately $0.02 per share for an aggregate of $25,000 and surrendered 500,000,000 ordinary shares. Those shares issuance and cancelation were considered as a recapitalization, which were recorded and presented retroactively. As a result of the underwriters’ election to fully exercise their over-allotment option on June 30, 2023, no ordinary shares are currently subject to forfeiture.Contents

AsBukit ofJalil ~~December~~Global ~~31,~~Acquisition ~~2023,~~1 ~~there were 2,011,807 ordinary shares issued or outstanding, excluding 5,750,000 shares subject to possible redemption~~Ltd.

~~Ordinary~~Notes ~~shareholders~~To ofFinancial record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of ordinary shares will vote on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (as the same may be supplemented or amended from time to time) of the Cayman Islands or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. The Company’s board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. The shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.Statements

~~Warrants~~Underwriters — Each whole public warrant entitles the registered holder to purchase one whole ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 30 days after the completion of an initial Business Combination and one year from the date that the registration statement is declared effective. Pursuant to the warrant agreement, a public warrant holder may exercise its warrants only for a whole number of ordinary share. This means that only a whole warrant may be exercised at any given time by a public warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The public warrants will expire five years after the completion of the Company’s initial Business Combination, or earlier upon redemption or liquidation.Agreement

AsThe ofCompany ~~December~~made ~~31,~~an ~~2023,~~underwriting ~~2,875,000~~discount ~~public~~of ~~warrants were outstanding~~3.5% ~~Substantially~~of ~~concurrently with~~ the ~~closing~~gross proceeds of the IPO, ~~the~~or ~~Company issued 212~~$2,~~153~~012,500 ~~private warrants~~ to the ~~Sponsor~~underwriters ~~included~~at in the ~~Private~~closing ~~Placement Units. As~~ of ~~December 31, 2023, there were 212,153 private warrants issued and outstanding. The Company will account for warrants as equity instruments in accordance with ASC 815, Derivatives and Hedging, based on~~ the ~~specific terms of the warrant agreement~~IPO.

~~F-16~~The ~~Table~~Company will pay the underwriters a cash fee (the “Deferred Underwriting Fee”) of ~~Contents~~2.0% of the gross proceeds of the IPO, or $1,150,000 upon the consummation of the Company’s initial Business Combination. As of December 31, 2024 and 2023, the deferred underwriters’ discount was $1,150,000 as a long-term liability on the balance sheets.

~~Bukit~~Representative ~~Jalil Global Acquisition 1 Ltd.~~ Shares

~~Notes~~The ToCompany ~~Financial~~issued ~~Statements~~to the representative and/or its designees, 150,000 Representative Shares upon the consummation of the IPO. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales of the IPO pursuant to FINRA Rule 5110(e)(1). The fair value of the 150,000 Representative Shares was approximately $817,500 or $5.45 per share which was charged to shareholders' equity upon the completion of the IPO.

The Company ~~has~~used ~~agreed that as soon as practicable after~~ the ~~closing of the initial Business Combination, the Company will use its best efforts to file, and within 60 business days~~ following ~~the~~assumptions ~~closing of the initial Business Combination~~ to ~~have~~estimate ~~declared effective, a registration statement for~~ the ~~registration,~~fair ~~under~~value ~~the Securities Act,~~ of the ~~ordinary~~representative shares ~~issuable~~using ~~upon~~Level ~~exercise~~3 offair ~~the~~value ~~warrants,~~measurements ~~and~~inputs , and to maintain the effectiveness of such registration statement and a current prospectus relating to those ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Company’s ordinary shares are at the ~~time~~measurement of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the Company’s option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, and the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.date:

Once the warrants become exercisable (for both Public and Private Warrant), the Company may redeem the outstanding warrants:

Time to expiration	1.50
Risk-free rate	5.2	%
Volatility	5.0	%
Dividend yield	0.0	%
Expected likelihood of a successful business combination	60	%

●Note in7 ~~whole~~— and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the ordinary shares equals or exceeds $16.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “-Warrants-Public Shareholders’ Warrants-Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders). ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.Equity

~~Note 8~~The ~~— Subsequent~~Company ~~Events~~is authorized to issue 500,000,000 shares, including 490,000,000 ordinary shares, par value $0.0001 per share, and 10,000,000 preferred shares, par value US$0.0001 per share.

~~The~~On ~~Company~~September ~~evaluated~~15, ~~subsequent~~2022, ~~events~~in ~~and~~connection ~~transactions~~with ~~that~~the ~~occurred~~incorporation ~~after~~of the ~~balance~~Company, ~~sheet~~the ~~date~~Company ~~through~~issued 500,000,000 ordinary shares of a par value of $0.0001 each to the ~~date~~Sponsor. ~~when~~On November 16, 2022, the ~~financial~~Sponsor ~~statements~~acquired ~~were~~1,437,500 ~~issued~~shares at a price of approximately $0.02 ~~Based~~per onshare ~~this~~for ~~review~~an aggregate of $25,000 ~~management~~and ~~identified~~surrendered ~~the~~500,000,000 ~~following~~ordinary ~~subsequent~~shares. ~~events~~Those ~~that~~shares ~~are~~issuance ~~required~~and ~~disclosure~~cancelation inwere considered as a recapitalization, which were recorded and presented retroactively. As a result of the ~~financial~~underwriters’ ~~statements~~election to fully exercise their over-allotment option on June 30, 2023, no ordinary shares are currently subject to forfeiture.

OnAs ~~January~~of 9December 31, 2024 and 2023, there were 2,011,807 ordinary shares issued or outstanding respectively, excluding 2,929,515 and 5,750,000 shares subject to possible redemption Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of ordinary shares will vote on all matters submitted to a vote of the Company’s ~~entered~~shareholders ~~into~~except aas ~~non-binding~~required ~~letter~~by law. Unless specified in the Company’s amended and restated memorandum and articles of ~~intent~~association, or as required by applicable provisions of the Companies Act (as the ~~“LOI”)~~same ~~with~~may ~~Global~~be ~~IBO~~supplemented ~~Group~~or ~~Ltd~~amended ~~(“Global~~from ~~IBO”~~time to time) of the Cayman Islands or applicable stock exchange rules, ~~which~~the ~~outlines~~affirmative vote of a majority of the ~~general~~Company’s ~~terms~~ordinary ~~and~~shares ~~conditions~~that are voted is required to approve any such matter voted on by the Company’s shareholders. The Company’s board of directors is divided into three classes, each of which will generally serve for a ~~potential~~term ~~business~~of ~~combination~~three ~~involving~~years ~~Global~~with ~~IBO~~only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. The shareholders are entitled to receive ratable dividends when, as and ~~its~~if ~~subsidiaries~~declared (by the ~~“Proposed~~board ~~Transaction”)~~of directors out of funds legally available therefor.

F-1718 Table of Contents

Bukit Jalil Global Acquisition 1 Ltd.

Notes To Financial Statements

Warrants — Each whole public warrant entitles the registered holder to purchase one whole ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 30 days after the completion of an initial Business Combination and one year from the date that the registration statement is declared effective. Pursuant to the warrant agreement, a public warrant holder may exercise its warrants only for a whole number of ordinary share. This means that only a whole warrant may be exercised at any given time by a public warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The public warrants will expire five years after the completion of the Company’s initial Business Combination, or earlier upon redemption or liquidation.

As of December 31, 2024 and 2023, 2,875,000 public warrants were outstanding. Substantially concurrently with the closing of the IPO, the Company issued 212,153 private warrants to the Sponsor included in the Private Placement Units. As of December 31, 2024 and 2023, there were 212,153 private warrants issued and outstanding. The Company will account for warrants as equity instruments in accordance with ASC 815, Derivatives and Hedging, based on the specific terms of the warrant agreement.

The Company has agreed that as soon as practicable after the closing of the initial Business Combination, the Company will use its best efforts to file, and within 60 business days following the closing of the initial Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the warrants, and , and to maintain the effectiveness of such registration statement and a current prospectus relating to those ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the Company’s option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, and the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable (for both Public and Private Warrant), the Company may redeem the outstanding warrants:

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

	●	upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

	●	if, and only if, the closing price of the ordinary shares equals or exceeds $16.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “-Warrants-Public Shareholders’ Warrants-Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders).

	●	if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

F-19

Table of Contents

Note 8 — Segment information

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company has adopted the guidance in ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in the accompanying financial statements using the retrospective method of adoption.

The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating and reportable segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

	For the Year Ended December 31, 2024			For the Year Ended December 31, 2023
Legal and professional services costs	$	(764,799	)	$	(138,899	)
Other formation and operating costs		(422,624	)		(202,421	)
Share-based compensation expense		-			(125,350	)
Total formation and operating costs		(1,187,423	)		(466,670	)
Interest income		-			3,737
Dividend income on investments held in Trust		2,388,838			1,521,739
Net income	$	1,201,415		$	1,058,806

The key measures of segment profit or loss reviewed by our CODM are dividend income earned on investment in Trust Account and formation and operating expenses. The CODM reviews dividend income earned on investment in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Within formation and operating costs, the CODM specifically reviews professional service fees in connection with the business combination, which are a significant segment expense, and include legal fees, and advisory fees, as these represent significant costs affecting the Company’s consummation of the Business Combination. Other formation and operating costs, including accounting expenses, printing expenses, and regulatory filing fees, are reviewed in aggregate to ensure alignment with budget and contractual obligations. These expenses are monitored to manage and forecast cash available to complete a business combination within the required period.

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that these financial statements were issued. Based on this review, management identified the following subsequent events that are required disclosure in the financial statements:

Monthly Extension Deposit and Notes

In January, February and March, 2025, the Sponsor deposited an aggregate total of $300,000 into the Trust Account resulting the Company having until April 2025 to complete its initial business combination. The Company issued the Sponsor three unsecured promissory notes of an aggregate total of $300,000 (the “January, February, and March 2025 Extension Note”).

Waiver of Closing Condition

On March 1, 2025, the Company entered into a Waiver Letter Agreement with GIBO Holdings Limited and its affiliates to waive the Available Closing Cash condition under the Business Combination Agreement dated August 5, 2024. The waiver was approved by the Company’s board of directors and is intended to facilitate the closing of the Business Combination without requiring a minimum cash threshold, while all other terms of the agreement remain unchanged.

Amendment to Business Combination Agreement and Consent to Share Transfers

On March 3, 2025, the Company entered into an amendment to the Business Combination Agreement to revise the definition of “Company Founders” to include transferees of founder shares following share transfers after the agreement date, and concurrently consented to such transfers pursuant to the Company Shareholder Support Agreement. These actions, approved by the Company’s board of directors, are intended to support the continued progress of the Business Combination without material impact to its terms.

Amendment to Underwriting Agreement

On April 4, 2025, the Company entered into an amendment to its Underwriting Agreement with A.G.P./Alliance Global Partners to reduce the deferred underwriting commission from 2% to 1.6% of the gross proceeds of its public offering, lowering the deferred commission from $1,000,000 to $800,000 for Firm Units. The amendment was approved by the Company’s board of directors and is expected to enhance liquidity following the Business Combination without affecting other terms of the underwriting arrangement.

Redemption of ordinary shares

In connection with the votes to approve the shareholders vote at the Extraordinary General Meeting, as of March 27, 2025, the cut-off date of the redemption request, 2,832,423 ordinary shares of BUJA were rendered for redemption.

F-20

Filing Compare · Bukit Jalil Global Acquisition 1 Ltd.