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):
May 16, 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)
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 8.01 Other Events.
Additional Definitive Proxy Solicitation Materials
On May 16, 2024, Blue World
Acquisition Corporation (“Blue World”) issued a press release announcing the deadline for delivery of redemption requests
from the Company’s shareholders in connection with the Extraordinary General Meeting (as defined below) is corrected to May 23,
2024, two business days before the date of the Extraordinary General Meeting, as compared to May 24, 2024 as previously provided in
the Definitive Proxy Statement (as defined below), as May 27, 2024 is a federal holiday.
On May 10, 2024, Blue World
filed a definitive proxy statement (the “Definitive Proxy Statement”) for the solicitation of proxies in connection
with an extraordinary general meeting of the Company’s shareholders to be held on May 28, 2024 (the “Extraordinary General
Meeting”) in connection with the proposed business combination (the “Business Combination”) between Blue
World and Vietnam Sunergy Cell Company Limited, a Vietnamese company (“TOYO Solar”).
There is no change to the
location, the record date, or any of the other proposals to be acted upon at the Extraordinary General Meeting. If you have questions
regarding the certification of your position or delivery of your shares, please contact:
Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, NY 10004-1561
E-mail: spacredemptions@continentalstock.com
A copy of the press release
is attached hereto as Exhibit 99.1. The information in Exhibit 99.1 is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form
8-K 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
Blue World to consummate the proposed Business Combination 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 Blue World’s Annual Report on Form 10-K filed
with the Securities and Exchange Commission (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 IPO,
Blue World’s Proxy Statement dated May 10, 2024 filed with the SEC and the amendments thereto in connection with the Business Combination,
and in other documents filed by Blue World 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 Business Combination; the inability to recognize the anticipated benefits of the proposed Business Combination, which may
be affected by, among other things, the amount of cash available following any redemptions by Blue World shareholders; the ability to
meet Nasdaq’s listing standards following the consummation of the proposed Business Combination; costs related to the proposed Business
Combination; and such other risks and uncertainties as are discussed in the Form 10-K, the Final Prospectus and Proxy Statement and the
amendments thereto. Other factors include the possibility that the proposed Business Combination do not close, including due to the failure
to receive required security holder approvals, or the failure of other closing conditions.
TOYO Solar, PubCo (as defined
below) and Blue World 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 Blue World 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
Business Combination, TOYO Co., Ltd, a Cayman Islands exempted company (“PubCo”) filed with the SEC the Post-Effective
Amendment to Registration Statement on Form F-4, which includes the Proxy Statement containing information about the proposed Business
Combination. The Post-Effective Amendment to Registration Statement was declared effective on May 6, 2024, and the Definitive Proxy Statement
is first being mailed to BWAQ’s shareholders as of the record date established for voting on the proposed Business Combination on
or about May 17, 2024.
INVESTORS AND SECURITY HOLDERS
ARE ADVISED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY 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 Blue World 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, Blue World
and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies
from Blue World’s shareholders with respect to the proposed Business Combination. Information regarding Blue World’s directors
and executive officers is available in Blue World’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 Business Combination 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 Current Report on Form
8-K 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.
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: May 16, 2024 |
|
|
3
Exhibit 99.1
Blue World Acquisition Corporation Announces
the Redemption Deadline as May 23, 2024
for the Extraordinary General Meeting to Approve
the Business Combination with TOYO Solar
New York, May 16, 2024 (GLOBE NEWSWIRE) -- Blue
World Acquisition Corporation (“Blue World”) (NASDAQ: BWAQ) today announced that May 23, 2024 is the deadline for delivery
of redemption requests from the Company’s shareholders for the extraordinary general meeting (the “Extraordinary General Meeting”)
in connection with the proposed business combination (the “Business Combination”) between Blue World and Vietnam Sunergy Cell
Company Limited, a Vietnamese company (“TOYO Solar”).
The Extraordinary General Meeting is scheduled
to be held on May 28, 2024. Since May 27, 2024 is a federal holiday, May 23, 2024, two business days before the date of the Extraordinary
General Meeting, is the deadline for delivery of redemption requests from the Company’s shareholders.
There is no change to the location, the record
date, or any of the other proposals to be acted upon at the Extraordinary General Meeting.
If you have questions regarding the certification
of your position or delivery of your shares, please contact:
Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, NY 10004-1561
E-mail: spacredemptions@continentalstock.com
Blue World’s shareholders who have questions
regarding the Extraordinary General Meeting, or would like to request documents may contact Blue World’s proxy solicitor, Advantage
Proxy, Inc., at (877) 870-8565, or banks and brokers can call (206) 870-8565, or by email at ksmith@advantageproxy.com.
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 early-stage company incorporated
in November 2022 to separate the solar cell and module production business from Vietnam Sunergy Joint Stock Company, an affiliate of TOYO
Solar and a majority-owned subsidiary of Fuji Solar Co., Ltd, a Japanese company, 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, is a well-established PV module producer in the United States and Southeast Asia as evidenced by its inclusion
in Bloomberg NEF’s Tier 1 Solar Market List since 2019.
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 and PubCo’s business plans
including its plans to expand, the sources and uses of cash from the proposed Business Combination, the anticipated enterprise value of
the combined company following the consummation of the proposed Business Combination, any benefits of TOYO Solar and PubCo’s partnerships,
strategies or plans as they relate to the proposed Business Combination, anticipated benefits of the proposed Business Combination and
expectations related to the terms and timing of the proposed Business Combination 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 press release, 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. 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. None of Blue World, TOYO Solar or PubCo
can assure you that the forward-looking statements in this press release 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, Blue World’s Proxy
Statement dated May 10, 2024 filed with the SEC and the amendments thereto in connection with the proposed Business Combination and in
its subsequent quarterly reports on Form 10-Q and other filings with the SEC. There may be additional risks and uncertainties to be disclosed
in the Proxy Statement Amendment, or that none of Blue World, TOYO Solar or PubCo presently know or that Blue World, TOYO Solar and PubCo
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, PubCo, their respective directors, officers or employees or any other person that Blue World, TOYO
Solar and PubCo 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, TOYO Solar and PubCo as of the date of this press release. Subsequent events and developments
may cause those views to change. However, while Blue World, TOYO Solar and PubCo 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, TOYO Solar or PubCo as of any date subsequent to the date of this press release.
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, TOYO Solar or PubCo, 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 Filed With the SEC
In connection with the proposed Business Combination,
PubCo filed with the SEC the Post-Effective Amendment to Registration Statement on Form F-4, which includes the Proxy Statement containing
information about the proposed Business Combination. The Post-Effective Amendment to Registration Statement was declared effective on
May 6, 2024, and the Definitive Proxy Statement is first being mailed to BWAQ’s shareholders as of the record date established for
voting on the proposed Business Combination on or about May 17, 2024. This press release does not contain all the information that should
be considered concerning the proposed Business Combination 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 Proxy Statement/prospectus and the amendments thereto and the Proxy Statement/prospectus and other documents filed in connection with
the proposed Business Combination, as these materials will contain important information about TOYO Solar, PubCo, Blue World and the proposed
Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus, the Proxy Statement Amendment/Post-Effective Amendment 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 Business Combination. 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
Business Combination are set forth in PubCo’s Registration Statement on Form F-4, including a proxy statement/prospectus.
Investors and security holders may obtain more
detailed information regarding the names and interests in the proposed Business Combination of Blue World’s directors and officers
in Blue World’s filings with the SEC and such information is also in the Registration Statement filed with the SEC by PubCo, which
includes the proxy statement/prospectus for the proposed Business Combination.
Contact Information:
Liang (Simon) Shi
Chairman and Chief Executive Officer
Email: liang.shi@zeninpartners.com
Tel: (646) 998-9582
3
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