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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 26, 2024
BLUE WORLD ACQUISITION CORPORATION
(Exact
name of registrant as specified in its charter)
Cayman Islands |
|
001-41256 |
|
N/A |
(State
or other jurisdiction |
|
(Commission
File Number) |
|
(IRS
Employer |
of
incorporation) |
|
|
|
Identification
Number) |
244 Fifth Avenue, Suite B-88
New York, NY 10001
(Address
of principal executive offices)
(646)
998-9582
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act.
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which
registered |
Units, consisting of one Class A Ordinary Share, $0.0001 par value, one-half of one redeemable Warrant, each whole warrant to acquire one Class A Ordinary Share, and one Right to acquire one-tenth of one Class A Ordinary Share |
|
BWAQU |
|
The
Nasdaq Stock Market LLC |
Class A Ordinary Shares, par value $0.0001 per share |
|
BWAQ |
|
The
Nasdaq Stock Market LLC |
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share |
|
BWAQW |
|
The
Nasdaq Stock Market LLC |
Rights,each whole right to acquire one-tenth of one Class A Ordinary Share |
|
BWAQR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item
1.01. Entry into a Material Definitive Agreement.
On
January 26, 2024, Blue World Acquisition Corporation, a Cayman Islands exempted company (the “Company”) entered into
an amendment to the Investment Management Trust Agreement, dated January 31, 2022, as further amended on May 2, 2023 and June 30, 2023
(the “Amendment to the Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company,
a New York limited purpose trust company (the “Trustee”). Pursuant to the Amendment to the Trust Agreement, the Company
may instruct the Trustee to (i) hold the funds in the trust account (the “Trust Account”) uninvested, (ii) hold funds
in an interest-bearing bank demand deposit account, or (iii) invest in U.S. government securities 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 of 1940, as amended (the “Investment
Company Act”) which invest only in direct U.S. government treasury obligations.
On
January 26, 2024, in order to mitigate the risks of the Company being deemed to have been operating as an unregistered investment company
(including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company instructed the Trustee to liquidate
the U.S. government treasury obligations and money market funds held in the Trust Account by January 31, 2024, the expiry of the 24-month
anniversary of the effective date of the Company’s IPO Registration Statement, and to hold all funds in the Trust Account in cash
in an interest-bearing bank demand deposit account until the earlier of consummation of the Company’s initial business combination
or liquidation of the Company (the “Trust Investment Liquidation”).
Item
8.01. Other Events.
On
January 29, 2024, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K,
announcing the Trust Investment Liquidation.
Item
9.01 Financial Statements and Exhibits.
SIGNATURES
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 hereunto duly authorized.
|
Blue
World Acquisition Corporation |
|
|
|
By: |
/s/
Liang Shi |
|
Name: |
Liang
Shi |
|
Title: |
Chief
Executive Officer |
|
|
|
Date:
January 29, 2024 |
|
|
2
Exhibit 10.1
AMENDMENT NO. 3 TO INVESTMENT
MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT NO. 3 TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of January 26, 2024, by and between Blue
World Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer
& Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment,
but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined
below).
WHEREAS,
on February 2, 2022, the Company consummated its initial public offering of units of the Company (the “Units”),
each of which is composed of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary
Share”), one-half (1/2) of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class
A Ordinary Share of the Company, and one right to receive one-tenth (1/10) of one Class A Ordinary Share (such initial public offering
hereinafter referred to as the “Offering”);
WHEREAS,
$92,920,000 of the net proceeds of the Offering and sale of the private placement units in a private placement were delivered to the Trustee
to be deposited and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of
Class A Ordinary Shares included in the Units issued in the Offering pursuant to the Investment Management Trust Agreement made effective
as of January 31, 2022, as further amended on May 2, 2023 and June 30, 2023, by and between the Company and the Trustee (the “Original
Agreement”); and
WHEREAS, the parties
desire to amend the Original Agreement to, among other things, reflect the amendment to the Original Agreement contemplated by the Trust
Amendment.
NOW, THEREFORE, in
consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Amendments
to Trust Agreement
(a) Sections
1(c) of the Original Agreement are hereby amended and restated to read in their entirety as follows:
1. Agreements and Covenants
of Trustee. The Trustee hereby agrees and covenants to:
(c) In a timely manner, upon
the written instruction of the Company, i) hold funds uninvested, ii) hold funds in an interest-bearing bank demand deposit account, or
iii) invest and reinvest the Property in solely United States government securities within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs
(d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule),
which invest only in direct U.S. government treasury obligations, as determined by the Company; the Trustee may not invest in any other
securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the
Company’s instructions hereunder and while invested or uninvested, the Trustee may earn bank credits or other consideration.
2. Miscellaneous
Provisions.
(a) Entire
Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes
all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to
the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and
terminated.
[signature page follows]
IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed as of the date first above written.
|
CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, as Trustee |
|
|
|
By: |
/s/ Francis Wolf |
|
Name: |
Francis Wolf |
|
Title: |
Vice President |
|
|
|
BLUE WORLD ACQUISITION CORPORATION |
|
|
|
By: |
/s/ Liang Shi |
|
Name: |
Liang Shi |
|
Title: |
Chief Executive Officer |
[signature page to the Amendment
No.3 to the Trust Agreement]
Exhibit 99.1
Blue World Acquisition Corporation Announces
Liquidation of Investments Held in the Trust
Account into Cash
New York, Jan. 29, 2024 (GLOBE NEWSWIRE) --
Blue World Acquisition Corporation (the “Company”) (NASDAQ: BWAQ) today announced that it has instructed Continental
Stock Transfer & Trust Company (the “Trustee”) to liquidate the U.S. government treasury obligations and money
market funds held in its trust account (the “Trust Account”) by January 31, 2024 and will hold all the funds from the
Trust Account in cash at an interest bearing bank demand deposit account.
The determination was made by the Company to mitigate
the potential risks of being deemed to have been operating as an unregistered investment company for purposes of the Investment Company
Act of 1940, as amended (the “Investment Company Act”). The Trustee will liquidate the U.S. government treasury obligations
and money market funds held in the Trust Account by January 31, 2024, which is the expiry of the 24-month anniversary of the effective
date of the Company’s IPO prospectus, and to hold all funds in the Trust Account in cash at an interest bearing bank demand deposit
account until the earlier of consummation of its initial business combination or liquidation of the Company.
About Blue World Acquisition
Corporation
Blue World Acquisition
Corporation is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose
of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more
businesses or entities.
Forward-Looking Statements
This press release includes
“forward-looking statements” that involve risks and uncertainties that could cause actual results to differ materially from
what is expected, including the funding of the Trust Account to further extend the period for the Company to consummate an initial
business combination, if needed. Words such as “expects,” “believes,” “anticipates,” “intends,”
“estimates,” “seeks,” “may,” “might,” “plan,” “possible,” “should”
and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Such forward-looking statements relate to future events or future results, based
on currently available information and reflect the Company’s management’s current beliefs. A number of factors could cause
actual events or results to differ materially from the events and results discussed in the forward-looking statements. In addition, please
refer to the Risk Factors section of the Company’s Form 10-K and its Quarterly Reports on Form 10-Q for additional information identifying
important factors that could cause actual results to differ materially from those anticipated in the forward looking statements. Except
as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward
looking statements whether as a result of new information, future events or otherwise.
Contact Information:
Liang (Simon) Shi
Chairman and Chief Executive Officer
Email: liang.shi@zeninpartners.com
Tel: (646) 998-9582
Investor Relations:
Jingwen Zhu
Associate
Email: jingwenzhu@zeninpartners.com
Tel: 86 13671834329
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