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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):
February 6, 2024
BLUE WORLD ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Cayman
Islands |
|
001-41256 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
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)
N/A
(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.
Amendment to the Merger Agreement
On February 6, 2024, Blue
World Acquisition Corporation (“BWAQ”) entered into an Amendment No. 2 (the “Amendment to the Merger Agreement”)
to the Agreement and Plan of Merger, dated as of August 10, 2023 (as the same may be amended, restated or supplemented, the “Merger
Agreement”) with TOYO Co., Ltd, a Cayman Islands exempted company (“PubCo”), TOYOone Limited, a Cayman Islands
exempted company (“Merger Sub”), TOPTOYO INVESTMENT PTE. LTD., a Singapore private company limited by shares (“SinCo”),
Vietnam Sunergy Cell Company Limited, a Vietnamese company, (“TOYO Solar”, together with PubCo, Merger Sub and SinCo,
the “Group Companies”, or each individually, a “Group Company”), Vietnam Sunergy Joint Stock Company,
a Vietnam joint stock company (“VSUN”), and Fuji Solar Co., Ltd, a Japanese company (“Fuji Solar”).
The Amendment to the Merger
Agreement was to reflect that Fuji Solar agreed to provide additional supports to the transactions contemplated under the Merger Agreement
(the “Transactions”). Pursuant to the Amendment to the Merger Agreement, Fuji Solar agreed to deposit into the trust
account of BWAQ the total amount of the fund for the extension from February 2, 2024 to March 2, 2024. Fuji Solar has further agreed to
be responsible for the total amount of the funds for the extension of SPAC’s term from March 2, 2024 to April 2, 2024 if the Merger
Closing has not occurred by March 1, 2024 due to (x) the gross negligence or willful misconduct of any of the Group Companies or the Shareholders,
or (y) the termination of the Merger Agreement by the Company. Such total amount of funds Fuji Solar shall be responsible for shall be
evidenced by an unsecured promissory note of BWAQ, the amount of which shall be fully repaid in cash at the Merger Closing (as defined
in the Merger Agreement) or converted into the SPAC Units (as defined in the Merger Agreement) at US$10 per unit immediately prior to
the Merger Closing at the discretion of Fuji Solar.
A copy of the Amendment to
the Merger Agreement is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 2.1 and is incorporated
herein by reference. The foregoing description of the Amendment to the Merger Agreement does not purport to be complete and is qualified
in its entirety by the terms and conditions of the Amendment to the Merger Agreement.
Issuance of the Extension Note
Pursuant to the amended and
restated memorandum and articles of association of BWAQ, BWAQ had until February 2, 2024 to complete its initial business combination,
provided however BWAQ may extend the period of time to consummate a business combination up to April 2, 2024, each by an additional one-month
extension, subject to the Sponsor, and/or its designee, depositing $60,000 (the “Extension Fee”) into the trust account
of BWAQ.
Pursuant to the Amendment
to the Merger Agreement as discussed above, on February 6, 2024, BWAQ issued an unsecured promissory note (the “Extension Note”)
in the principal amount of $60,000 to Fuji Solar, to evidence the deposit of the Extension Fee made by Fuji Solar into the trust account
to extend the timeline for BWAQ to complete a business combination for an additional one month from February 2, 2024 to March 2, 2024
(the “Extension”).
The Extension Note bears no
interest and is payable in full upon the consummation of BWAQ’s business combination (such date, 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 BWAQ’s obligations thereunder; (iv) any
cross defaults; (v) an enforcement proceedings against BWAQ; and (vi) any unlawfulness and invalidity in connection with the performance
of the obligations thereunder, in which case the Extension Note may be accelerated.
The payee of the Extension
Note, Fuji Solar, has the right, but not the obligation, to convert the Extension Note, in whole or in part, respectively, into private
units (the “Units”) of BWAQ, each consisting of one Class A ordinary share, one-half of one warrant, and one right
to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of a business combination, as described in the prospectus
of BWAQ (File Number 333-261585), by providing BWAQ 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 Fuji Solar in connection with such conversion shall be
an amount determined by dividing (x) the sum of the outstanding principal amount payable to such payee by (y) $10.00.
The issuance of the Extension
Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A copy of the Extension Note
is attached this Report as Exhibit 10.2 and is incorporated herein by reference. The foregoing description of the Extension Note does
not purport to be complete and is qualified in its entirety by the terms and conditions of the Extension Note.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information disclosed
under Item 1.01 of this Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information disclosed
under Item 2.03 of this Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The Units (and
the underlying securities) issuable upon conversion of the Extension Note, if any, (1) may not, subject to certain limited exceptions,
be transferable or salable by Fuji Solar until the completion of BWAQ’s initial business combination, and (2) are entitled to registration
rights.
Item 8.01. Other Events.
On February 6, 2024, BWAQ
issued a press release, a copy of which is attached as Exhibit 99.1 to this Report on Form 8-K, announcing the Extension.
Forward-Looking Statements
This Report includes forward
looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts and may
be accompanied by words that convey projected future events or outcomes, such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,”
“could,” “plan,” “potential,” “predict,” “seek,” “target,” “aim,”
“plan,” “project,” “forecast,” “should,” “would,” or variations of such words
or by expressions of similar meaning. Such forward-looking statements, including statements regarding the advantages and expected growth
of the combined company, the cash position of the combined company following the closing, the ability of TOYO Solar and BWAQ to consummate
the proposed Transactions and the timing of such consummation, are subject to risks and uncertainties, which could cause actual results
to differ from the forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described
in the section entitled “Risk Factors” in BWAQ’s Annual Report on Form 10-K filed with the Securities and Exchange Commission
(the “SEC”) on September 28, 2023 (the “Form 10-K”), BWAQ’s final prospectus dated January
31, 2023 filed with the SEC (the “Final Prospectus”) related to IPO, and in other documents filed by BWAQ with the
SEC from time to time. Important factors that could cause the combined company’s actual results or outcomes to differ materially
from those discussed in the forward-looking statements include: TOYO Solar’s or the combined company’s limited operating history;
the ability of TOYO Solar or the combined company to identify and integrate acquisitions; general economic and market conditions impacting
demand for the products of TOYO Solar or the combined company; the inability to complete the proposed Transactions; the inability to recognize
the anticipated benefits of the proposed Transactions, which may be affected by, among other things, the amount of cash available following
any redemptions by BWAQ shareholders; the ability to meet Nasdaq’s listing standards following the consummation of the proposed
Transactions; costs related to the proposed Transactions; and such other risks and uncertainties as are discussed in the Form 10-K, the
Final Prospectus and the proxy statement to be filed relating to the Transactions. Other factors include the possibility that the proposed
Transactions do not close, including due to the failure to receive required security holder approvals, or the failure of other closing
conditions.
TOYO Solar, PubCo and BWAQ
each expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the expectations of TOYO Solar, PubCo or BWAQ with respect thereto or any change in events,
conditions or circumstances on which any statement is based, except as required by law.
Additional Information about the Transaction
and Where to Find It
In connection with the proposed
Transactions, PubCo intends to file with the SEC a registration statement on Form F-4, which will include a preliminary proxy statement
containing information about the proposed Transactions and the respective businesses of TOYO Solar and BWAQ, as well as the prospectus
relating to the offer of the PubCo securities to be issued to in connection with the completion of the proposed Transactions. After the
registration statement is declared effective, BWAQ will mail a definitive proxy statement and other relevant documents to its shareholders
as of the record date established for voting on the proposed Transactions.
INVESTORS AND SECURITY HOLDERS
ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS
AND THE PARTIES TO THE TRANSACTIONS. Investors and security holders will be able to obtain copies of these documents (if and when available)
and other documents filed with the SEC free of charge at www.sec.gov. Shareholders of BWAQ will also be able to obtain copies of the proxy
statement/prospectus without charge, once available, at the SEC’s website at www.sec.gov.
Participants in the Solicitation
PubCo, TOYO Solar, BWAQ and
their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from
BWAQ’s shareholders with respect to the proposed Transactions. Information regarding BWAQ’s directors and executive officers
is available in BWAQ’s filings with the SEC. Additional information regarding the persons who may, under the rules of the SEC, be
deemed to be participants in the proxy solicitation relating to the proposed Transactions and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus when it becomes available.
No Offer or Solicitation
This Report does not constitute
an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be
any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
|
Description |
2.1 |
|
Amendment No. 2 to the Merger Agreement dated February 6, 2024, by and among Blue World Acquisition Corporation, TOYO Co., Ltd, TOYOone Limited, TOPTOYO INVESTMENT PTE. LTD., Vietnam Sunergy Cell Company Limited, Vietnam Sunergy Joint Stock Company, and Fuji Solar Co., Ltd. |
10.1 |
|
Extension Promissory Note, dated February 6, 2024 issued by Blue World Acquisition Corporation to Fuji Solar Co., Ltd. |
99.1 |
|
Press Release, dated February 6, 2024, announcing the Extension and the Extension Note. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: February 6, 2024 |
|
|
5
Exhibit 2.1
AMENDMENT
NO. 2 TO AGREEMENT AND PLAN OF MERGER
This
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), is made and entered into as of February 6, 2024,
by and among, Blue World Acquisition Corporation a Cayman Islands exempted company (“SPAC”), TOYO Co., Ltd, a Cayman
Islands exempted company (“PubCo”), TOYOone Limited, a Cayman Islands exempted company (“Merger Sub”),
TOPTOYO INVESTMENT PTE. LTD., a Singapore private company limited by shares (“SinCo”), Vietnam Sunergy Cell Company
Limited, a Vietnamese company (the “Company”, together with PubCo, Merger Sub and SinCo, the “Group Companies”,
or each individually, a “Group Company”), Vietnam Sunergy Joint Stock Company, a Vietnam joint stock company (”VSUN”),
and Fuji Solar Co., Ltd, a Japanese company (“Fuji Solar”, together with VSUN, the “Shareholders”,
or individually, a “Shareholder”). Capitalized terms not otherwise defined in this Amendment shall have the meaning
given to them in the Merger Agreement (as defined below).
W
I T N E S S E T H:
WHEREAS,
SPAC, the Group Companies, VSUN and Fuji Solar are parties to a certain Agreement and Plan of Merger dated as of August 10, 2023, as
amended by that certain Amendment to Agreement and Plan of Merger dated as of December 6, 2023 (collectively, the “Merger Agreement”);
WHEREAS,
Fuji Solar has agreed to fund certain costs and expenses incurred in connection with the Transactions on the terms and conditions set
forth herein; and
WHEREAS,
in accordance with the terms of Sections 13.11 of the Merger Agreement, SPAC, each of the Group Companies and each of the Shareholders
desire to amend the Merger Agreement as set forth herein.
NOW,
THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth below, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, SPAC, the Group Companies and the Shareholders agree as
follows:
Section 1.
Amendments to the Merger Agreement.
(a)
Article IX, Section 9.7 (a) of the Merger Agreement shall hereby be deleted in its entirety and shall be replaced as follows:
“(a)
SPAC shall use its best efforts to cause the Sponsor to support the extension of SPAC’s term on a monthly basis in accordance with
SPAC’s Governing Documents until April 2, 2024 if the Merger Closing is not reasonably expected to occur prior to April 2, 2024.
Fuji Solar has agreed to deposit into the Trust Account (i) the total amount of the funds for the extension of SPAC’s term from
December 2, 2023 to January 2, 2024, (ii) one-half (1/2) of the total amount of the funds for the extension of SPAC’s term from
January 2, 2024 to February 2, 2024, and (iii) the total amount of the funds for the extension of SPAC’s term from February 2,
2024 to March 2, 2024. If the Merger Closing has not occurred by March 1, 2024 due to (X) the gross negligence or willful misconduct
of any of the Group Companies or the Shareholders, or (Y) the termination of the Merger Agreement by the Company, Fuji Solar shall be
responsible for the total amount of the funds for the extension of SPAC’s term from March 2, 2024 to April 2, 2024. The total amount
of funds Fuji Solar shall be responsible for pursuant to this Section 9.7(a) shall be evidenced by the unsecured promissory notes of
SPAC, each of which shall be fully repaid in cash at the Merger Closing or converted into the SPAC Units at US$10 per SPAC Unit immediately
prior to the Merger Closing at the discretion of Fuji Solar.”
Section 2.
Effectiveness of Amendment. Upon the execution and delivery hereof, the Merger Agreement shall thereupon be deemed to be amended
as set forth herein and with the same effect as if the amendments made hereby were originally set forth in the Merger Agreement, and
this Amendment and the Merger Agreement shall henceforth respectively be read, taken and construed as one and the same instrument, but
such amendments shall not operate so as to render invalid or improper any action heretofore taken under the Merger Agreement. Upon the
effectiveness of this Amendment, each reference in the Merger Agreement to “this Agreement,” “hereof,” “hereunder”
or words of like import referring to the Merger Agreement shall refer to the Merger Agreement as amended by this Amendment.
Section 3.
General Provisions.
(a)
Miscellaneous. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of
which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of
the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This
Amendment may be executed and delivered by facsimile or PDF transmission. The terms of Article XIII of the Merger Agreement shall apply
to this Amendment, as applicable.
(b)
Merger Agreement in Effect. Except as specifically and explicitly provided for in this Amendment, the Merger Agreement shall remain
unmodified and in full force and effect.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF the Parties have hereunto caused this Amendment to be duly executed as of the date first above written.
SPAC |
Blue World Acquisition Corporation |
|
|
|
|
By: |
/s/
Liang Shi |
|
|
Name: |
Liang Shi |
|
|
Title: |
Chief Executive Officer and Director |
[Signature
Page to Amendment No. 2 to Agreement and Plan of Merger]
IN
WITNESS WHEREOF the Parties have hereunto caused this Amendment to be duly executed as of the date first above written.
PubCo |
TOYO Co., Ltd |
|
|
|
|
By: |
/s/
RYU Junsei |
|
|
Name: |
RYU Junsei |
|
|
Title: |
Director |
[Signature
Page to Amendment No. 2 to Agreement and Plan of Merger]
IN
WITNESS WHEREOF the Parties have hereunto caused this Amendment to be duly executed as of the date first above written.
SinCo |
TOPTOYO INVESTMENT PTE. LTD. |
|
|
|
|
By: |
/s/
RYU Junsei |
|
|
Name: |
RYU Junsei |
|
|
Title: |
Director |
[Signature
Page to Amendment No. 2 to Agreement and Plan of Merger]
IN
WITNESS WHEREOF the Parties have hereunto caused this Amendment to be duly executed as of the date first above written.
Merger Sub |
TOYOone Limited |
|
|
|
|
By: |
/s/
RYU Junsei |
|
|
Name: |
RYU Junsei |
|
|
Title: |
Director |
[Signature
Page to Amendment No. 2 to Agreement and Plan of Merger]
IN
WITNESS WHEREOF the Parties have hereunto caused this Amendment to be duly executed as of the date first above written.
Company |
Vietnam Sunergy Cell Company Limited |
|
|
|
|
By: |
/s/
RYU Junsei |
|
|
Name: |
RYU Junsei |
|
|
Title: |
Director |
[Signature
Page to Amendment No. 2 to Agreement and Plan of Merger]
IN
WITNESS WHEREOF the Parties have hereunto caused this Amendment to be duly executed as of the date first above written.
Shareholder |
Fuji Solar Co., Ltd |
|
|
|
|
By: |
/s/
RYU Junsei |
|
|
Name: |
RYU Junsei |
|
|
Title: |
Director |
[Signature
Page to Amendment No. 2 to Agreement and Plan of Merger]
IN
WITNESS WHEREOF the Parties have hereunto caused this Amendment to be duly executed as of the date first above written.
Shareholder |
Vietnam Sunergy Joint Stock Company |
|
|
|
|
By: |
/s/
RYU Junsei |
|
|
Name: |
RYU Junsei |
|
|
Title: |
Director |
[Signature
Page to Amendment No. 2 to Agreement and Plan of Merger]
Exhibit 10.1
THIS PROMISSORY NOTE (“NOTE”) HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT
ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: US$60,000
Dated: February 6, 2024
New York, New York
FOR VALUE RECEIVED, Blue World Acquisition
Corporation(the “Maker” or the “Company”) promises to pay to the order of Fuji Solar Co., Ltd, or
its registered assignees or successors in interest (the “Payee”), the principal sum of Sixty Thousand (US$60,000),
on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to
such account as the Payee may from time to time designate by written notice in accordance with the provisions of this note (the “Note”).
| 1. | Principal. The principal balance of this Note shall be
payable by the Maker to the Payee upon the date on which the Maker consummates a business combination or merger with a qualified target
company (as described in its Prospectus (as defined below)) (a “Business Combination”) or the date of expiry of the
term of the Maker, whichever is earlier (such date, the “Maturity Date”). The principal balance may be prepaid at
any time prior to the Maturity Date without penalty. Under no circumstances shall any individual, including but not limited to any officer,
director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder. |
| 2. | Conversion Rights. The Payee has the right, but not the
obligation, to convert this Note, in whole or in part, into private unit (the “Units”) of the Maker, each consisting
of one Class A ordinary share, one-half of one warrant and one right to receive one-tenth (1/10) of one Class A ordinary share upon the
consummation of a Business Combination, as described in the Prospectus of the Maker (File Number 333-261585) (the “Prospectus”),
by providing the Maker with written notice of its intention to convert this Note at least two business days prior to the closing of a
Business Combination. The number of Units to be received by the Payee in connection with such conversion shall be an amount determined
by dividing (x) the sum of the outstanding principal amount payable to such Payee by (y) $10.00. |
| (a) | Fractional Units. No fractional Units will be issued
upon conversion of this Note. In lieu of any fractional Units to which Payee would otherwise be entitled, the Maker will pay to Payee
in cash the amount of the unconverted principal balance of this Note that would otherwise be converted into such fractional Units. |
| (b) | Effect of Conversion. If the Maker timely receives notice of the Payee’s intention to convert
this Note at least two business days prior to the closing of a Business Combination, this Note shall be deemed to be converted on such
closing date. At its expense, the Maker will, upon receipt of such conversion notice, as soon as practicable after consummation of a Business
Combination, issue and deliver to Payee, at Payee’s address as requested by Payee in its conversion notice, a certificate or certificates
for the number of Units to which Payee is entitled upon such conversion (bearing such legends as are customary pursuant to applicable
state and federal securities laws), including a check payable to Payee for any cash amounts payable as a result of any fractional Units
as described herein. |
| 3. | Interest. This Note does not carry any interest on the
unpaid principal balance of this Note, provided, that, any overdue amounts shall accrue default interest at a rate per annum equal to
the interest rate which is the prevailing short term United States Treasury Bill rate, from the date on which such payment is due until
the day on which all sums due are received by the Payee. |
| 4. | Application of Payments. All payments shall be applied
first to payment in full of any costs incurred in the collection of any sum due under this Note, including but not limited to reasonable
attorney’s and auditor’s fees and expenses, then to the payment in full of any late charges, and finally to the reduction
of the unpaid principal balance of this Note. |
| 5. | Events of Default. The following shall constitute an
event of default (each, an “Event of Default”): |
| (a) | Failure to Make Required Payments. Failure by the
Maker to pay the principal amount due pursuant to this Note more than 5 business days of the Maturity Date. |
| (b) | Voluntary Bankruptcy, etc. The commencement by the
Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent
by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors,
or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance
of any of the foregoing. |
| (c) | Involuntary Bankruptcy, etc. The entry of a decree
or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable
bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days. |
| (d) | Breach of Other Obligations. The Maker fails to perform
or comply with any one or more of its obligations under this Note. |
| (e) | Cross Default. Any present or future indebtedness
of the Maker in respect of moneys borrowed or raised becomes (or becomes capable of being declared) due and payable prior to its stated
maturity by reason of any event of default, or any such indebtedness is not paid when due or, as the case may be, within any applicable
grace period. |
| (f) | Enforcement Proceedings. A distress, attachment, execution
or other legal process is levied or enforced on or against any assets of the Maker which is not discharged or stayed within 30 days. |
| (g) | Unlawfulness and Invalidity. It is or becomes unlawful
for the Maker to perform any of its obligations under this Note, or any obligations of the Maker under this Note are not or cease to
be legal, valid, binding or enforceable. |
| (a) | Upon the occurrence of an Event of Default specified in Section
5(a) and 5(d) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the
unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein or in
the documents evidencing the same to the contrary. |
| (b) | Upon the occurrence of an Event of Default specified in Sections
5(b), 5(c), 5(e), 5(f) and 5(g) hereof, the unpaid principal balance of this Note, and all other sums payable with regard to this Note
hereunder, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee. |
| 7. | Taxes. The Maker will pay all amounts due hereunder free
and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental
authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will
pay on behalf of the Payee all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment
of principal and any interest on this Note received by the Payee after payment of all such Taxes shall be not less than the full amount
provided hereunder. |
| 8. | Waivers. The Maker and all endorsers and guarantors of,
and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to
the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits
that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds
arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption
from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a
judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any
order desired by the Payee. |
| 9. | Unconditional Liability. The Maker hereby waives all
notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that
its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by
any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all
extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions
of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker
or affecting the Maker’s liability hereunder. For the purpose of this Note, “business day” shall mean a day (other
than a Saturday, Sunday or public holiday) on which banks are open in China and New York for general banking business. |
| 10. | Notices. All notices, statements or other documents which
are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or
certified mail, overnight courier service to the address most recently provided in writing to such party or such other address as may
be designated in writing by such party, (ii) by fax to the number most recently provided to such party or such other fax number as may
be designated in writing by such party, or (iii) by email, to the email address most recently provided to such party or such other email
address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been
given on (a) the day of delivery, if delivered personally, (b) only if the receipt is acknowledged, the day after such receipt, if sent
by fax or email, (c) the business day after delivery to an overnight courier service, if sent by an overnight courier service, or (d)
5 days after mailing if sent by first class registered or certified mail. |
| 11. | Construction. This Note shall be construed and enforced
in accordance with the laws of New York, without regard to conflict of law provisions thereof. |
| 12. | Severability. Any provision contained in this Note which
is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction. The Payee hereby waives any and all right, title,
interest or claim of any kind (“Claim”) in or to any amounts contained in the trust account deriving from the proceeds
of the IPO conducted by the Maker and the proceeds of the sale of securities in a private placement (if any) prior to the effectiveness
of the IPO, as described in greater detail in the Prospectus filed with the Securities and Exchange Commission in connection with the
IPO (the “Trust Account Funds”), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for
any Claim from the Trust Account Funds or any distribution therefrom for any reason whatsoever. If Maker does not consummate the Business
Combination, this Note shall be repaid only from amounts other than Trust Account Funds, if any. |
| 13. | Amendment; Waiver. Any amendment hereto or waiver of
any provision hereof may be made with, and only with, the written consent of the Maker and the Payee. |
| 14. | Assignment. This Note shall be binding upon the Maker
and its successors and assigns and is for the benefit of the Payee and its successors and assigns, except that the Maker may not assign
or otherwise transfer its rights or obligations under this Note. The Payee may at any time without the consent of or notice to the Maker
assign to one or more entities all or a portion of its rights under this Note. |
[signature page follows]
The Parties, intending to be legally bound hereby,
have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER:
Blue World Acquisition Corporation
By: |
/s/
Liang Shi |
|
Name: |
Liang Shi |
|
Title: |
CEO and
Director
|
|
PAYEE:
Fuji Solar Co., Ltd
By: |
/s/ RYU
Junsei |
|
Name: |
RYU Junsei |
|
Title: |
CEO and President |
|
[signature page to the promissory note]
5
Exhibit 99.1
Blue World Acquisition Corporation Announces
Extension of the Deadline for an Initial Business
Combination
New York, February 6, 2024 /GLOBE NEWSWIRE/ --
Blue World Acquisition Corporation (the “Blue World”) (NASDAQ: BWAQ) today announced that, in order to extend the date by
which Blue World must complete its initial business combination from February 2, 2024 to March 2, 2024, an aggregate of $60,000 (the “Extension
Fee”) has been deposited into Blue World’s trust account (the “Trust Account”).
The payment for the Extension Fee was made by
Fuji Solar Co., Ltd (“Fuji Solar”), an indirect major shareholder of Vietnam Sunergy Cell Company Limited (“TOYO Solar”).
On February 6, 2024, Blue World, TOYO Solar, Fuji Solar and other parties entered into Amendment No. 2 to Agreement and Plan of Merger
in connection with the amendment of certain terms of a proposed business combination. Blue World issued an unsecured promissory note to
Fuji Solar to evidence the deposit of the Extension Fee.
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.
About TOYO Solar
TOYO Solar is an indirect subsidiary of Fuji Solar,
whose major shareholder is Abalance Corporation, a Japanese company publicly traded on the Tokyo Stock Exchange. TOYO Solar is committed
to becoming a reliable full service solar solutions provider in the United States and globally, integrating the upstream production of
wafer and silicon, midstream production of solar cell, downstream production of photovoltaic (PV) modules, and potentially other stages
of the solar power supply chain. TOYO Solar has completed the phase 1 construction of a cell plant in Phu Tho Province, Vietnam with a
designed annual capacity of 3GW, which has commenced commercial production since October 2023. The phase 2 construction is expected to
commence in the second half of 2024, the completion of which is expected to extend TOYO Solar’s annual solar cell production capacity
to a total of 6GW. Notably, TOYO Solar’s affiliated company, Vietnam Sunergy Joint Stock Company, has been listed by Bloomberg NEF
as one of Tier 1 listed solar module manufacturers since the first quarter of 2019, with 2022 sales exceeding US$1.2 billion.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and section 21E of
the U.S. Securities Exchange Act of 1934 (“Exchange Act”) that are based on beliefs and assumptions and on information currently
available to Blue World, TOYO Solar and/or TOYO Co., Ltd, a Cayman Islands exempted company (“PubCo”). In some cases, you
can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,”
“should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,”
“target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or
indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations,
projections or other characterizations of future events or circumstances, including the consummation of the transactions under the business
combination agreement, projections of market opportunity and market share, the capability of TOYO Solar’s business plans including
its plans to expand, the sources and uses of cash from the proposed transactions, the anticipated enterprise value of the combined company
following the consummation of the proposed transactions, any benefits of TOYO Solar’s partnerships, strategies or plans as they
relate to the proposed transactions, anticipated benefits of the proposed transactions and expectations related to the terms and timing
of the proposed transactions are also forward-looking statements. These statements involve risks, uncertainties and other factors that
may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by
these forward-looking statements. Although each of Blue World, TOYO Solar and PubCo believes that it has a reasonable basis for each forward-looking
statement contained in this communication, each of Blue World, TOYO Solar and PubCo cautions you that these statements are based on a
combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there will
be risks and uncertainties described in the Registration Statement. These filings may identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. Neither Blue World
nor TOYO Solar can assure you that the forward-looking statements in this communication will prove to be accurate. These forward-looking
statements are subject to a number of risks and uncertainties, including, among others, the ability to complete the transactions due to
the failure to obtain approval from Blue World’s shareholders or satisfy other closing conditions in the business combination agreement,
the occurrence of any event that could give rise to the termination of the business combination agreement, the ability to recognize the
anticipated benefits of the transactions, the amount of redemption requests made by Blue World’s public shareholders, costs related
to the transactions, the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations as
a result of the announcement and consummation of the transactions, the outcome of any potential litigation, government or regulatory proceedings
and other risks and uncertainties, including those to be included under the heading “Risk Factors” in Blue World’s Annual
Report on Form 10-K filed with the SEC on September 28, 2023 (the “Form 10-K”), Blue World’s final prospectus dated
January 31, 2023 filed with the SEC (the “Final Prospectus”) related to Blue World’s initial public offering and in
its subsequent quarterly reports on Form 10-Q and other filings with the SEC. There may be additional risks that neither Blue World or
TOYO Solar presently know or that Blue World and TOYO Solar currently believe are immaterial that could also cause actual results to differ
from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements,
you should not regard these statements as a representation or warranty by Blue World, TOYO Solar, their respective directors, officers
or employees or any other person that Blue World and TOYO Solar will achieve their objectives and plans in any specified time frame, or
at all. The forward-looking statements in this press release represent the views of Blue World and TOYO Solar as of the date of this communication.
Subsequent events and developments may cause those views to change. However, while Blue World and TOYO Solar may update these forward-looking
statements in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore,
not rely on these forward-looking statements as representing the views of Blue World or TOYO Solar as of any date subsequent to the date
of this communication.
No Offer or Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transactions and does
not constitute an offer to sell or a solicitation of an offer to buy any securities of Blue World or TOYO Solar, nor shall there be any
sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of the Securities Act.
Important Additional Information Regarding
the Transactions Will Be Filed With the SEC
In connection with the proposed transactions,
PubCo intends to file with the SEC the Registration Statement, and after the Registration Statement is declared effective, Blue World
will mail a definitive proxy statement/prospectus relating to the proposed transactions to its shareholders. This press release does not
contain all the information that should be considered concerning the proposed transactions and is not intended to form the basis of any
investment decision or any other decision in respect of the transactions. Blue World’s shareholders and other interested persons
are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus
and other documents filed in connection with the proposed transactions, as these materials will contain important information about TOYO
Solar, Blue World and the proposed transactions. When available, the definitive proxy statement/prospectus and other relevant materials
for the proposed transactions will be mailed to shareholders of Blue World as of a record date to be established for voting on the proposed
transactions. Such shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov,
or by directing a request to Blue World Acquisition Corporation, 244 Fifth Avenue, Suite B-88, New York, NY 10001, Attention: Liang Shi,
Chief Executive Officer.
Participants in the Solicitation
PubCo, TOYO Solar, Blue World and their respective
directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation
of proxies of Blue World’s shareholders in connection with the proposed transactions. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of Blue World’s shareholders in connection with the proposed transactions
will be set forth in PubCo’s registration statement on Form F-4, including a proxy statement/prospectus, when it is filed with the
SEC.
Investors and security holders may obtain more
detailed information regarding the names and interests in the proposed transactions of Blue World’s directors and officers in Blue
World’s filings with the SEC and such information will also be in the registration statement to be filed with the SEC by PubCo,
which will include the proxy statement/prospectus for the proposed transactions.
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
3
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Blue World Acquisition (NASDAQ:BWAQU)
Historical Stock Chart
From Jun 2024 to Jul 2024
Blue World Acquisition (NASDAQ:BWAQU)
Historical Stock Chart
From Jul 2023 to Jul 2024