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): April 1519, 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 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

~~Additional~~The ~~Definitive~~disclosures ~~Proxy~~set ~~Solicitation~~forth ~~Materials~~under Item 2.03 are incorporated by reference.

~~On April~~Item ~~15,~~2.03 ~~2024,~~Creation ~~Blue~~of ~~World Acquisition Corporation (“Blue World”), issued~~ a ~~press~~Direct ~~release~~Financial ~~announcing~~Obligation ~~that~~or itan ~~postponed the~~Obligation ~~extraordinary~~under ~~general~~an ~~meeting of its shareholders (the “Extraordinary General Meeting”) pending the Post~~Off-~~Effective Amendment~~Balance ~~(as~~Sheet ~~defined~~Arrangement ~~below)~~of ~~in connection with the proposed business combination (the “Business Combination”) between Blue World and Vietnam Sunergy Cell Company Limited,~~ a ~~Vietnamese company (“TOYO Solar”).~~Registrant

~~Prior~~On toApril ~~the Extraordinary General Meeting~~19, ~~TOYO Co.~~2024, ~~Ltd,~~Blue aWorld ~~Cayman~~Acquisition ~~Islands~~Corporation ~~exempted company and the parent of TOYO Solar~~ (“~~PubCo~~BWAQ”) ~~intends~~ toissued ~~file~~an ~~with~~unsecured ~~the~~promissory ~~U.S.~~note ~~Securities and Exchange Commission~~ (the “~~SEC~~Note”) in ~~and~~the ~~make~~principal ~~available~~amount toof ~~Blue~~up ~~World’s shareholders~~to $320,000 ~~a post-effective amendment~~ to ~~the~~Blue ~~Registration~~World ~~Statement~~Holdings onLimited, ~~Form~~the ~~F-4~~sponsor of ~~PubCo,~~the asCompany ~~amended~~ (~~File No. 333-277779) (~~the “~~Registration Statement,~~Sponsor”). The ~~and~~proceeds ~~such~~of ~~amendment,~~ the ~~“Post-Effective Amendment”)~~Note, which ~~includes~~may ~~the~~be ~~proxy~~drawn ~~statement,~~down asfrom ~~amended (the~~time ~~“Proxy~~to ~~Statement,”~~time ~~and~~until ~~such~~the ~~amendment,~~Company ~~the~~consummates ~~“Proxy~~its ~~Statement~~initial ~~Amendment”).~~business ~~The~~combination, ~~Post-Effective~~will ~~Amendment~~be ~~will~~used ~~include financial statements of TOYO Solar~~ as ofgeneral ~~and~~working ~~for~~capital ~~the year ended December 31, 2023~~purposes.

The ~~Business~~Note ~~Combination~~bears ~~continues~~no tointerest ~~progress~~ and is ~~expected~~payable toin befull ~~completed~~upon ~~after~~ the ~~Extraordinary~~consummation ~~General~~of ~~Meeting,~~BWAQ’s ~~subject~~business tocombination (such date, the ~~satisfaction~~“Maturity Date”). The following shall constitute an event of ~~all~~default: ~~other~~(i) ~~closing~~a ~~conditions.~~failure ~~Following~~to pay the ~~completion~~principal ofwithin five business days of the ~~Business~~Maturity ~~Combination,~~Date; (ii) the ~~combined~~commencement ~~company~~of ~~will~~a ~~operate~~voluntary asor ~~TOYO~~involuntary ~~Co.~~bankruptcy action, (iii) the breach of BWAQ’s obligations ~~Ltd~~thereunder; (iv) any cross defaults; (v) an enforcement proceedings against BWAQ; and is(vi) ~~expected~~any tounlawfulness beand ~~listed~~invalidity onin connection with the ~~Nasdaq~~performance ~~Capital~~of ~~Market~~the ~~under~~obligations thereunder, in which case the ~~ticker~~Note ~~“TOYO~~may be accelerated.”

InThe payee ~~anticipation~~ of ~~filing of~~ the ~~Post-Effective~~Note, ~~Amendment~~the ~~with~~Sponsor, has the ~~SEC~~right, ~~Blue~~but ~~World~~not ~~has~~the ~~postponed~~obligation, to convert the ~~Extraordinary~~principal ~~General~~balance ~~Meeting~~of ~~originally~~the ~~scheduled~~Note, toin bewhole ~~held on~~or ~~April~~in 23part, ~~2024~~ respectively, atinto ~~9:00~~private ~~a.m.,~~units ~~Eastern~~(the ~~Time~~“Units”) ~~and~~of ~~will~~BWAQ, ~~discard~~each ~~the~~consisting ~~votes~~of ~~previously~~one ~~received~~Class ~~accordingly.~~A ~~After~~ordinary ~~the~~share, ~~Post~~one-~~Effective~~half ~~Amendment~~of isone ~~declared~~warrant, ~~effective~~and byone ~~the~~right ~~SEC,~~to ~~Blue~~receive ~~World~~one-tenth ~~will~~(1/10) ~~mail~~of ~~the~~one ~~Proxy~~Class ~~Statement~~A ~~Amendment~~ordinary ~~when~~share ~~available~~upon tothe ~~its~~consummation ~~shareholders~~of a business combination, as described in the prospectus of aBWAQ ~~record date~~(File ~~established~~Number ~~for~~333-261585), ~~voting~~by onproviding BWAQ with written notice of the ~~proposed~~intention ~~Business~~to ~~Combination~~convert ~~and~~at least ~~recollect~~two business days prior to the ~~vote~~closing onof the ~~proposals~~business ascombination. ~~provided~~The innumber of Units to be received by the ~~Proxy~~payees ~~Statement~~of the Note, ~~Amendment.~~respectively, ~~Blue~~in ~~World’s~~connection ~~shareholders~~with ~~are~~such ~~advised~~conversion toshall ~~carefully~~be ~~read~~an ~~the~~amount ~~Proxy~~determined ~~Statement~~by ~~Amendment~~dividing ~~before~~(x) ~~making~~the ~~any~~sum ~~voting~~of orthe ~~investment~~outstanding principal amount ~~decision~~payable to such payee, as applicable, by (y) $10.00.

~~In connection with the postponement~~The issuance of the ~~Extraordinary~~Note ~~General~~was ~~Meeting,~~made ~~Blue~~pursuant ~~World~~to ~~will return redemption requests previously received, if any, and postpone acceptance of redemption request until~~ the ~~mailing~~exemption ~~of the Proxy Statement Amendment. Blue World will instruct new deadline for delivery of redemption requests~~ from ~~Blue~~registration ~~World’s~~contained ~~public shareholders to its transfer agent as provided~~ in ~~the~~Section ~~Proxy~~4(a)(2) ~~Statement~~of ~~Amendment. If you have questions regarding~~ the ~~certification~~Securities ofAct ~~your position or delivery~~ of ~~your shares~~1933, as ~~please contact:~~amended.

~~Continental~~The copy ~~Stock~~of ~~Transfer~~the &Note ~~Trust~~is ~~Company~~attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. 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 Note.

1Item ~~State~~3.02 ~~Street~~Unregistered ~~30th~~Sales ~~Floor~~of Equity Securities.

~~New~~The ~~York,~~information NYdisclosed under ~~10004~~Item 2.03 of this Current Report on Form 8-~~1561~~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 Note, 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.

E-mail: spacredemptions@continentalstock.com

Blue World’s shareholders who have questions regarding the postponement of the Extraordinary General Meeting or the impact on the votes casted, 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.

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 March 28, 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 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, PubCo filed with the SEC the Registration Statement on Form F-4, which includes the Proxy Statement containing information about the proposed Business Combination, and the Registration Statement was declared effective on March 26, 2024. PubCo intends to file with the SEC the Post-Effective Amendment, and Blue World will mail the Proxy Statement Amendment when available. The Proxy Statement Amendment will contain information about the proposed Business Combination and the respective businesses of TOYO Solar and Blue World, 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 Business Combination.

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.

Exhibit No.		Description
99.1		Press Release, dated April 15, 2024
10.1		Promissory Note, dated April 19, 2024, issued by Blue World Acquisition Corporation to Blue World Holdings Limited.
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: April 15, 2024
Date: April 19, 2024

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