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): June 3, 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.
The
disclosures set forth under Item 2.03 are incorporated by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Pursuant
to the amended and restated memorandum and articles of association (the “Charter”) of Blue World Acquisition Corporation
(“BWAQ”), BWAQ currently has until June 2, 2024 to complete its initial business combination, provided however BWAQ
may extend the period of time to consummate a business combination up to November 2, 2024, each by an additional one-month extension,
subject to Blue World Holdings Limited, the sponsor of BWAQ (the “Sponsor”) and/or its designee, depositing $60,000
into the trust account of BWAQ.
In
June 2024, each of the Sponsor and Fuji Solar Co., Ltd, a Japanese company (“Fuji Solar”) deposited $30,000 (collectively,
the “Extension Fee”) into the trust account of BWAQ to extend the timeline to complete a business combination for
an additional one month from June 2, 2024 to July 2, 2024 (the “Extension”). On June 3, 2024, BWAQ issued to each
of the Sponsor and Fuji Solar an unsecured promissory note in the principal amount of $30,000 (collectively, the “Notes”)
in connection with the payment for the Extension fee.
The
Notes bear 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 Notes may be accelerated.
The
payees of the Notes, respectively, have the right, but not the obligation, to convert their Notes, 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 the payees of the Notes, respectively, in
connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to
such payee, as applicable, by (y) $10.00.
The
issuance of the Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,
as amended.
The
copies of the Notes are attached as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference,
respectively. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference
to the Notes.
Item
3.02 Unregistered Sales of Equity Securities.
The
information disclosed under Item 2.03 of this Current 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 Notes, if any, (1) may not, subject
to certain limited exceptions, be transferable or salable by the payees until the completion of BWAQ’s initial business combination,
and (2) are entitled to registration rights.
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 Vietnam Sunergy Cell Company Limited, a Vietnamese company (“TOYO Solar”) and Blue World to consummate
the proposed business combination (the “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 was 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: June 7, 2024 |
|
|
4
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$30,000
Dated:
June 3, 2024
New
York, New York
FOR
VALUE RECEIVED, Blue World Acquisition Corporation(the “Maker” or the “Company”) promises to
pay to the order of Blue World Holdings Limited, or its registered assignees or successors in interest (the “Payee”),
the principal sum of Thirty Thousand (US$30,000), 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:
Blue
World Holdings Limited
By: |
/s/ Liang
Shi |
|
Name: |
Liang Shi |
|
Title: |
Director |
|
[signature
page to the promissory note]
Exhibit 10.2
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$30,000
Dated:
June 3, 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 Thirty Thousand (US$30,000),
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]
Blue World Acquisition (NASDAQ:BWAQW)
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