UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~March 31, ~~2023~~ 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41256

BLUE WORLD ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	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 to receive one-tenth (1/10) of one ordinary share	BWAQR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~February~~May 1315, 2024, there were 65,~~602~~543,~~246~~ 060 ordinary shares of the Company (including 53,~~002~~943,~~246~~060 Class A ordinary shares and 1,600,000 Class B ordinary shares), par value $0.0001 per share, issued and outstanding.

BLUE WORLD ACQUISITION CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~DECEMBER~~MARCH 31, ~~2023~~ 2024

TABLE OF CONTENTS

		Page
Part I.	Financial Information	1
	Item 1. Financial Statements (Unaudited)	1
	Condensed Balance Sheets as of December 31, 2023 (Unaudited) and June 30, 2023	1
	Condensed Balance Sheets as of March 31, 2024 (Unaudited) and June 30, 2023	1
	Condensed Statements of Operations for the Three and Six Months Ended December 31, 2023 and 2022 (Unaudited)	2
	Condensed Statements of Operations for the Three and Nine Months Ended March 31, 2024 and 2022 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended December 31, 2023 and 2022 (Unaudited)	3
	Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended March 31, 2024 and 2022 (Unaudited)	3
	Condensed Statements of Cash Flows for the Six Months Ended December 31, 2023 and 2022	4
	Condensed Statements of Cash Flows for the Nine Months Ended March 31, 2024 and 2022	4
	Notes to Condensed Financial Statements (Unaudited)	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2326
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	3436
	Item 4. Controls and Procedures	3436
Part II	Other Information	35
	Item 1. Legal Proceedings	3537
	Item 1A. Risk Factors	3537
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3537
	Item 3. Defaults upon Senior Securities	3637
	Item 4. Mine Safety Disclosures	3637
	Item 5. Other Information	3637
	Item 6. Exhibits	3738
Signatures		3839

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BLUE WORLD ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS

	December 31, 2023			June 30, 2023
	March 31, 2024			June 30, 2023
	(Unaudited)			(Audited)
Assets
Current assets:
Cash	$	703,~~134~~036		$	746
Prepaid expenses		7542,~~024~~055			35,862
Total Current Assets		~~145~~45,~~158~~091			36,608
Investment held in Trust Account		42,400,931			70,186,561
Cash and investment held in Trust Account		43,032,774			70,186,561
Cash held in Escrow Account		-			500,000
Total Assets	$	4243,~~546~~077,~~089~~865		$	70,723,169
Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	~~101~~236,~~524~~447		$	229,933
Due to related parties		6394,~~558~~228			63,504
Promissory notes		90183,~~000~~333			-
Promissory notes - related party		2,~~402~~462,~~085~~173			1,872,085
Total Current Liabilities		2,~~657~~976,~~167~~181			2,165,522
Deferred underwriting discounts and commissions		3,220,000			3,220,000
Total Liabilities		56,~~877~~196,~~167~~181			5,385,522
Commitments and Contingencies (Note 8)
Class A ordinary shares subject to possible redemption, 3,837,766 shares and 6,587,231 shares at redemption value of $11.05 and $10.65 per share as of December 31, 2023 and June 30, 2023, respectively		42,400,931			70,186,561
Class A ordinary shares subject to possible redemption, 3,837,766 shares and 6,587,231 shares at redemption value of $11.21 and $10.65 per share as of March 31, 2024 and June 30, 2023, respectively		43,032,774			70,186,561
Shareholders’ Deficit:
Preference shares, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding		-			-
Class A ordinary shares, $0.0001 par value, 470,000,000 shares authorized, 464,480 shares issued and outstanding (excluding 3,837,766 shares and 6,587,231 shares subject to possible redemption as of December 31, 2023 and June 30, 2023, respectively)		46			46
Class A ordinary shares, $0.0001 par value, 470,000,000 shares authorized, 1,164,480 shares and 464,480 shares issued and outstanding (excluding 3,837,766 shares and 6,587,231 shares subject to possible redemption as of
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 2,300,000 shares issued and outstanding		230			230
March 31, 2024 and June 30, 2023, respectively)		116			46
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 1,600,000 shares and 2,300,000 shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively		160			230
Additional paid-in capital		-			-
Accumulated deficit		(56,~~732~~151,~~285~~366	)		(4,849,190	)
Total Shareholders’ Deficit		(56,~~732~~151,~~009~~090	)		(4,848,914	)
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	4243,~~546~~077,~~089~~865		$	70,723,169

The accompanying notes are an integral part of these unaudited condensed financial statements.

BLUE WORLD ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	For the Three Months Ended December 31,						For the Six Months Ended December 31,
	For the Three Months Ended						For the Nine Months Ended
	2023			2022			2023			2022
	March 31, 2024			March 31, 2023			March 31, 2024			March 31, 2023
Formation and operating costs	$	~~317~~299,~~818~~083		$	~~345~~119,~~650~~560		$	~~523~~822,~~102~~185		$	~~516~~636,~~732~~292
Loss from operations		(~~317~~299,~~818~~083	)		(~~345~~119,~~650~~560	)		(~~523~~822,~~102~~185	)		(~~516~~636,~~732~~292	)
Other income:
Dividend earned on investment held in Trust Account		554,384			786,025			1,160,282			1,205,426
Interest and dividend earned on investment held in Trust Account		511,844			1,002,180			1,672,126			2,207,606
Interest income		21			2-			78			8
Total other income		~~554~~511,~~386~~845			~~786~~1,~~027~~002,180			1,~~160~~672,~~289~~134			12,~~205~~207,~~434~~614
Net income	$	~~236~~212,~~568~~762		$	~~440~~882,~~377~~620		$	~~637~~849,~~187~~949		$	~~688~~1,~~702~~571,322
Basic and diluted weighted average redeemable Class A ordinary shares outstanding		3,837,766			9,200,000			4,~~090~~007,~~420~~117			9,200,000
Basic and diluted net income per redeemable Class A ordinary shares	$	0.0403		$	0.0407		$	0.0913		$	0.0613
Basic and diluted weighted average non-redeemable Class A and Class B ordinary shares outstanding		2,764,480			2,764,480			2,764,480			2,764,480
Basic and diluted net income per non-redeemable Class A and Class B ordinary share	$	0.0403		$	0.0407		$	0.0913		$	0.0613

The accompanying notes are an integral part of these unaudited condensed financial statements.

BLUE WORLD ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

	For the Three and Six Months Ended December 31, 2023
	For the Three and Nine Months Ended March 31, 2024
	Ordinary Shares										Additional					Total
	Class A				Class B						Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance as of June 30, 2023		464,480	$	46		2,300,000		$	230		$	-	$	(4,849,190	)	$	(4,848,914	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-			-			-		(785,898	)		(785,898	)
Net income		-		-		-			-			-		400,619			400,619
Balance as of September 30, 2023		464,480		46		2,300,000			230			-		(5,234,469	)		(5,234,193	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-			-			-		(734,384	)		(734,384	)
Net income		-		-		-			-			-		236,568			236,568
Balance as of December 31, 2023		464,480	$	46		2,300,000		$	230		$	-	$	(5,732,285	)	$	(5,732,009	)
Conversion of Class B ordinary shares into Class A ordinary shares		700,000		70		(700,000	)		(70	)		-		-			-
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-			-			-		(631,843	)		(631,843	)
Net income		-		-		-			-			-		212,762			212,762
Balance as of March 31, 2024		1,164,480	$	116		1,600,000		$	160		$	-	$	(6,151,366	)	$	(6,151,090	)

	For the Three and Six Months Ended December 31, 2022
	For the Three and Nine Months Ended March 31, 2023
	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of June 30, 2022		464,480	$	46		2,300,000	$	230	$	-	$	(2,492,780	)	$	(2,492,504	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-		-		-		(419,401	)		(419,401	)
Net income		-		-		-		-		-		248,325			248,325
Balance as of September 30, 2022		464,480		46		2,300,000		230		-		(2,663,856	)		(2,663,580	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-		-		-		(786,025	)		(786,025	)
Net income		-		-		-		-		-		440,377			440,377
Balance as of December 31, 2022		464,480	$	46		2,300,000	$	230	$	-	$	(3,009,504	)	$	(3,009,228	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-		-		-		(1,002,180	)		(1,002,180	)
Net income		-		-		-		-		-		882,620			882,620
Balance as of March 31, 2023		464,480	$	46		2,300,000	$	230	$	-	$	(3,129,064	)	$	(3,128,788	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

BLUE WORLD ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	For the			For the
	Six Months Ended			Six Months Ended
	Nine Months Ended			Nine Months Ended
	December 31, 2023			December 31, 2022
	March 31, 2024			March 31, 2023
Cash Flows from Operating Activities:
Net income	$	~~637~~849,~~187~~949		$	~~688~~1,~~702~~571,322
Adjustments to reconcile net loss to net cash used in operating activities:
Dividend earned on investment held in Trust Account		(1,160,282	)		(1,205,426	)
Interest and dividend earned on investment held in Trust Account		(1,672,126	)		(2,207,606	)
Changes in operating assets and liabilities:
Prepaid expenses		(396,~~162~~193	)		3329,750
Prepaid expenses - related party		-			(5,097	)
Accounts payable and accrued expenses		6,515			(186	)
Accounts payable and accrued expenses		(128,409	)		13,937
Due to related parties		30,724			10,156
Due to related parties		54			-
Net Cash Used in Operating Activities		(791,131	)		(596,564	)
Net Cash Used in Operating Activities		(690,612	)		(474,134	)
Cash Flows from Investing Activities:
Purchases of investment held in Trust Account		(~~360~~480,000	)		-(920,000	)
Withdrawals of investment held in Trust Account		29,305,912			-
Net Cash Provided by Investing Activities		28,~~945~~825,912			-(920,000	)
Cash Flows from Financing Activities:
Redemption of Class A ordinary shares		(29,305,912	)		-
Proceeds from issuance of promissory notes		90183,~~000~~333			-
Proceeds from issuance of promissory notes to related party		~~530~~590,~~000~~088			~~250~~1,245,000
Withdrawals from Escrow Account		500,000			-
Net Cash (Used in) Provided by Financing Activities		(28,~~185~~032,~~912~~491	)		~~250~~1,245,000
Net Change in Cash		692,~~388~~290			(~~224~~271,~~134~~564	)
Cash, beginning of period		746			276,284
Cash, end of period	$	703,~~134~~036		$	524,~~150~~720
Supplemental Disclosure of Cash Flow Information:
Remeasurement of Class A ordinary shares subject to possible redemption	$	12,~~520~~152,~~282~~125		$	12,~~205~~207,~~426~~606

The accompanying notes are an integral part of these unaudited condensed financial statements.

BLUE ~~WORLD~~ WORLD ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN

Blue World Acquisition Corporation (the “Company”) is a blank check exempted company incorporated on July 19, 2021, under the laws of the Cayman Islands for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and is subject to all risks associated with emerging growth companies (See Note 2). The Company’s efforts to identify a prospective target business will primarily in the marine leisure, cruise, marine infrastructure and engineering, general hospitality, travel and tourism, marine services, logistics and supply chain, offshore energy solutions and related industry segments. The Company is not limited to a particular region for purposes of consummating an initial Business Combination, however, the Company may focus on targets that, regardless of geographic location of operations or corporate offices, have viable synergies with the Asia Pacific and the U.S. markets for the above industry segments, either physically or virtually. The Company will not undertake its initial Business Combination with any entity that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau).

As of ~~December~~March 31, ~~2023~~2024, the Company had not commenced any operations. For the period from July 19, 2021 (inception) through ~~December~~March 31, ~~2023~~2024, the Company’s efforts have been limited to organizational activities as well as activities related to its initial public offering (the “Initial Public Offering”) as described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of dividend/interest income from the proceeds derived from the Initial Public Offering. The Company has selected June 30 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering became effective on January 31, 2022. On February 2, 2022, the Company consummated the Initial Public Offering of 9,200,000 units (including 1,200,000 units issued upon the full exercise of the over-allotment option, the “Public Units”). Each Public Unit consists of one Class A ordinary share, $0.0001 par value per share (the “Class A Ordinary Shares”), one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, and one right (the “Public Rights”), each one Public Right entitling the holder thereof to exchange for one-tenth of one Class A Ordinary Share upon the completion of the Company’s initial Business Combination. The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $92,000,000 on February 2, 2022.

Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 424,480 units (the “Private Units”) including 378,480 Private Units to the Company’s sponsor, Blue World Holdings Limited (the “Sponsor”), and 46,000 Private Units to Maxim Group LLC (or its designees) (“Maxim”), the representative of the several underwriters (the “Representative”), respectively. Each Private Unit consists of one Class A Ordinary Share, one-half of one redeemable warrant (the “Private Warrants”), ~~each~~ each whole Private Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, ~~and~~ and one right (the “Private Rights”), each one Private Right entitling the holder thereof to exchange for one-tenth of one ~~Class~~ Class A Ordinary Share upon the completion of the Company’s initial Business Combination. The Private Units were sold at a purchase ~~price~~ price of $10.00 per Private Unit, generating gross proceeds to the Company of $4,244,800. The Private Units are identical to the Public ~~Units~~ Units sold in the Initial Public Offering, except that the holders of the Private Units have agreed not to transfer, assign or sell any of the Private Units and the underlying securities (except to certain permitted transferees) until the completion of the Company’s ~~initial~~ initial Business Combination.

The Company also issued 40,000 shares of Class A Ordinary Shares (the “Representative Shares”) to Maxim as part of representative compensation. The Representative Shares are identical to the Class A Ordinary Shares sold as part of the Public Units, except that Maxim has agreed not to transfer, assign or sell any such Representative Shares until the completion of the Company’s initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed time period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110 (e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates.5

5BLUE WORLD ACQUISITION CORPORATION

~~BLUE WORLD~~NOTES ~~ACQUISITION~~TO ~~CORPORATION~~UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~The Company TOalso ~~UNAUDITED~~issued 40,000 shares of Class A Ordinary Shares (the “Representative Shares”) to Maxim as part of representative ~~CONDENSED~~compensation. ~~FINANCIAL~~The ~~STATEMENTS~~Representative Shares are identical to the Class A Ordinary Shares sold as part of the Public Units, except that Maxim has agreed not to transfer, assign or sell any such Representative Shares until the completion of the Company’s initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed time period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110 (e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates.

Transaction costs amounted to $5,919,648, consisting of $1,840,000 of underwriting discounts and commissions, $3,220,000 of deferred underwriting commissions, $551,390 of other offering costs and $308,258 fair value of the Representative Shares issued to Maxim.

Following the closing of the Initial Public Offering and the issuance and the sale of Private Units on February 2, 2022, $92,920,000 ($10.10 per Public Unit) from the net proceeds of the sale of the Public Units in the Initial Public Offering and the sale of Private Units was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, LLC as a trustee (the “Trustee”) and invested the proceeds in U.S. government treasury bills, bonds or notes having a maturity of 185 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and that invest solely in United States government treasuries, so that we are not deemed to be an investment company under the Investment Company Act. The proceeds held in the Trust Account will not be released until the earlier of: (1) the completion of the Company’s initial Business Combination within the required time period and (2) its redemption of 100% of the outstanding public shares if the Company has not completed a Business Combination in the required time period. Therefore, unless and until the Company’s initial Business Combination is consummated, the proceeds held in the Trust Account will not be available for the Company’s use for any expenses related to the Initial Public Offering or expenses which the Company may incur related to the investigation and selection of a target business and the negotiation of an agreement in connection with its initial Business Combination.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of an initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of its initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to certain limitations. The amount in the Trust Account is initially anticipated to be $10.10 per public share. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). The ordinary shares subject to redemption is being recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

The Company’s founders and Maxim (the “Initial Shareholders”) have agreed (a) to vote their Founder Shares (as defined below), the Class A Ordinary Shares included in the Private Units (the “Private Shares”), the Representative Shares and any Class A Ordinary Shares included in the Public Units (the “Public Shares”) purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would stop the public shareholders from redeeming or selling their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares into the right to receive cash from the Trust Account in connection with any such vote; (c) not to redeem any Founder Shares, Private Share, and Representative Shares (as well as any Public Shares purchased during or after the Initial Public Offering) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or sell any shares in a tender offer in connection with a Business Combination) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, Private Shares, and Representative Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.6

6BLUE WORLD ACQUISITION CORPORATION

~~BLUE WORLD~~NOTES ~~ACQUISITION~~TO ~~CORPORATION~~UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~The Company’s TOfounders ~~UNAUDITED~~and Maxim (the “Initial Shareholders”) have agreed (a) to vote their Founder Shares (as defined ~~CONDENSED~~below), ~~FINANCIAL~~the ~~STATEMENTS~~Class A Ordinary Shares included in the Private Units (the “Private Shares”), the Representative Shares and any Class A Ordinary Shares included in the Public Units (the “Public Shares”) purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would stop the public shareholders from redeeming or selling their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares into the right to receive cash from the Trust Account in connection with any such vote; (c) not to redeem any Founder Shares, Private Share, and Representative Shares (as well as any Public Shares purchased during or after the Initial Public Offering) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or sell any shares in a tender offer in connection with a Business Combination) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, Private Shares, and Representative Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.

The Company initially had until February 2, 2023 to consummate its initial Business Combination. Upon the notice of the Sponsor, the Company extended the period of time to consummate a Business Combination for additional three months till May 2, 2023 and deposited $920,000 into the Trust Account in connection with this extension sourced from the loans provided by the Sponsor as evidenced by the Sponsor Extension Note (as defined below). If the Company anticipated that it may not be able to consummate the initial Business Combination by May 2, 2023, the Company may, but is not obligated to, further extend the period of time to consummate a Business Combination another two times by an additional three months each time by depositing $920,000 into the Trust Account for each extension and may have until November 2, 2023 to consummate its initial Business Combination.

On May 2, 2023, the Company held a an extraordinary general meeting (the “May 2023 Meeting”) at which the shareholders approved the adoption of the second amended and restated memorandum and articles of association of the Company, which provided that the Company had until May 2, 2023 to complete a Business Combination, and may elect to extend the period to consummate a Business Combination up to nine times, each by an additional one-month extension, for a total of up to nine months to February 2, 2024 by depositing $0.0295 per public share into the Trust Account for each monthly extension.

On June 30, 2023, the Company held an extraordinary general meeting (the “June 2023 Meeting”), where the shareholders of the Company approved the adoption of the third amended and restated memorandum and articles of association, which provides that the Company has until July 2, 2023 to complete a Business Combination, and may elect to extend the period to consummate a Business Combination up to nine times, each by an additional monthly extension, for a total of up to nine months to April 2, 2024, by depositing $60,000 each month to the Trust Account.

AsOn ofMarch 26, 2024, the ~~date~~Company ~~hereof,~~held aan ~~total~~extraordinary general meeting in lieu of ~~$1,788,648 had~~an ~~been~~annual ~~deposited~~general inmeeting of shareholders of the Company (the ~~Trust~~“March ~~Account~~2024 ~~for~~Meeting”). ~~extension~~At the March 2024 Meeting, the shareholders of the Company’s ~~timeline~~approved, toamong ~~complete~~other athings, ~~Business~~the adoption ~~Combination~~of (the ~~“Extension~~fourth ~~Fee”)~~amended and restated memorandum and articles of association of the Company, which ~~have~~provides ~~enabled~~that the Company has until April 2, 2024 to complete a business combination, and may elect to extend the period ofto ~~time~~consummate ita ~~has~~business combination up to seven ~~consummate~~times, ~~its~~each ~~initial~~by ~~Business~~an ~~Combination~~additional one month, for a total of up to ~~March~~seven months, to November 2, 2024, by depositing $60,000 each month into the Trust Account.

AsFrom January 2023 to May 2024, a total of $1,968,648 had been deposited in the ~~date~~Trust ~~hereto~~Account for extension of the Company’s timeline to complete a Business Combination (the “Extension Fee”), which have enabled the Company to extend the period of time it has to consummate its initial Business Combination up to June 2, 2024. The Company has issued ~~twelve~~fifteen unsecured promissory notes for the payment of Extension Fees in the total amount of $1,~~788~~968,648, among which ~~nine~~ten were issued to the Sponsor for the total principal amount of $1,~~638~~698,648 (collectively, the “Sponsor Extension Notes”) and ~~three~~four were issued to Fuji Solar (as defined below) for the total principal amount of $~~150~~210,000 (the “Fuji Extension Notes” ) and one was issued to ZENIN INVESTMENTS LIMITED (“ZENIN”), one of the shareholders of the Sponsor, for a total principal amount of $60,000 (the “ZENIN Extension Note,” together with Sponsor Extension Notes and Fuji Extension Notes, collectively, ~~the~~ the “Extension Notes”).

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of less up to $50,000 of interest to pay dissolution expenses and taxes payable), which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Cayman Island law to provide for claims of creditors and the requirements of other applicable law.7

~~The Sponsor has agreed that it will be liable to the~~BLUE ~~Company~~WORLD ifACQUISITION and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor have its independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.CORPORATION

7NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~BLUE~~If the ~~WORLD~~Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations ~~ACQUISITION~~except ~~CORPORATION~~for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of less up to $50,000 of interest to pay dissolution expenses and taxes payable), which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Cayman Island law to provide for claims of creditors and the requirements of other applicable law.

~~NOTES~~The Sponsor TOhas ~~UNAUDITED~~agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products ~~CONDENSED~~sold ~~FINANCIAL~~to ~~STATEMENTS~~the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor have its independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Redemptions

On May 2, 2023, the Company held the May 2023 Meeting at which ~~its~~the Company’s shareholders approved the adoption of the Second Amended and Restated Memorandum and Articles of Association of the Company, which provides that the Company has until May 2, 2023 to complete an initial Business Combination, and may elect to extend the period to consummate an initial Business Combination up to nine times, each by an additional one-month extension, for a total of up to nine months to February 2, 2024 by depositing $0.0295 per public share into the Trust Account for each monthly extension. In connection with the May 2023 Meeting, 2,612,769 Class A Ordinary Shares were rendered for redemption, and approximately $27.4 million was released from the Trust Account to pay such redeeming shareholders in May 2023.

On June 30, 2023, the Company held the June 2023 Meeting at which the Company’s shareholders approved the adoption of the Third Amended and Restated Memorandum and Articles of Association of the Company, which provides that the Company has until July 2, 2023 to complete a business combination, and may elect to extend the period to consummate a Business Combination up to nine times, each by an additional one-month extension, for a total of up to nine months to April 2, 2024, by depositing $60,000 each month to the Trust Account. As a result of June 30 Meeting, upon the shareholders’ approval, on June 30, 2023, the Company and the Trustee entered into the amendment to the Trust Agreement. In connection with the June 2023 Meeting, 2,749,465 Class A Ordinary Shares were rendered for redemption, and approximately $29.3 million was released from the Trust Account to pay such redeeming shareholders in July 2023.

~~Merger~~On March 26, 2024, the Company held the March 2024 Meeting at which the Company’s shareholders approved the adoption of the fourth amended and restated memorandum and articles of association of the Company, which provides that the Company has until April 2, 2024 to complete a business combination, and may elect to extend the period to consummate a business combination up to seven times, each by an additional one month, for a total of up to seven months, to November 2, 2024, by depositing $60,000 each month into the Trust Account. As a result of March 2024 Meeting, upon the shareholders’ approval, on March 26, 2024, the Company and the Trustee entered into the amendment to the Trust Agreement. In connection with the March 2024 Meeting, 1,059,186 Class A Ordinary Shares were rendered for redemption, and approximately $11.9 million was released from the Trust Account to pay such redeeming shareholders in April 2024.

On August 10, 2023, the Company entered into an Agreement and Plan of Merger (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, (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”).8

~~Pursuant to the Merger Agreement, (a) the Group Companies, VSUN and~~ ~~Fuji~~BLUE ~~Solar~~WORLD ~~shall~~ACQUISITION consummate a series of transactions involving the Group Companies, including (A) PubCo acquiring one hundred percent (100%) of the issued and paid-up share capital of SinCo from Fuji Solar in exchange for one (1) ordinary share of PubCo, par value US$0.0001 per share (the “PubCo Ordinary Shares” and such transaction, the “Share Exchange”), and (B) SinCo acquiring one hundred percent (100%) of the issued and outstanding shares of capital stock of the Company from VSUN at an aggregate consideration of no less than US$50,000,000 (the “SinCo Acquisition,” and together with the Share Exchange, the “Pre-Merger Reorganization”), as a result of which (i) SinCo shall become a wholly-owned subsidiary of PubCo, (ii) the Company shall become a wholly-owned subsidiary of SinCo; and (iii) immediately prior to the closing of the SinCo Acquisition, Fuji Solar (the “Seller”) shall hold an aggregate of 41,000,000 PubCo Ordinary Shares, representing all issued and outstanding share capital of PubCo, and (b) following the consummation of the Pre-Merger Reorganization, the Company shall merge with and into Merger Sub, with Merger Sub continuing as the surviving company (the “Merger”), as a result of which, among other things, all of the issued and outstanding securities of the Company immediately prior to the filing of the plan of merger with respect to the Merger (the “Plan of Merger”) to the Registrar of Companies of the Cayman Islands, or such later time as may be specified in the Plan of Merger (the “Merger Effective Time”) shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holders thereof to receive substantially equivalent securities of PubCo, in each case, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the provisions of the Companies Act (Revised) of the Cayman Islands and other applicable laws.CORPORATION

8NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~BLUE WORLD~~Merger ~~ACQUISITION~~Agreement ~~CORPORATION~~

~~NOTES~~On August TO10, ~~UNAUDITED~~2023, the Company entered into an Agreement and Plan of Merger (as the same may be amended, restated or supplemented, the ~~CONDENSED~~“Merger ~~FINANCIAL~~Agreement”) ~~STATEMENTS~~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, (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”).

OnPursuant to ~~December~~the 6,Merger ~~2023~~Agreement, (a) the ~~Company~~Group ~~entered~~Companies, ~~into~~VSUN anand ~~amendment~~Fuji (Solar shall consummate a series of transactions involving the ~~“First~~Group Companies, ~~Amendment~~including to(A) ~~the~~PubCo ~~Merger~~acquiring ~~Agreement”~~one hundred percent (100%) toof the ~~Agreement~~issued and ~~Plan~~paid-up share capital of ~~Merger,~~SinCo ~~dated~~from asFuji Solar in exchange for one (1) ordinary share of ~~August~~PubCo, 10par value US$0.0001 per share (the “PubCo Ordinary Shares” and such transaction, ~~2023~~the “Share Exchange”), and (asB) SinCo acquiring one hundred percent (100%) of the ~~same~~issued ~~may~~and beoutstanding ~~amended,~~shares of capital stock ~~restated~~of orthe ~~supplemented~~Company from VSUN at an aggregate consideration of no less than US$50,000,000 (the “~~Merger~~SinCo ~~Agreement~~Acquisition,”) and together with ~~TOYO~~the ~~Co.~~Share Exchange, ~~Ltd~~the “Pre-Merger Reorganization”), as a ~~Cayman~~result ~~Islands~~of ~~exempted~~which ~~company~~ (~~“PubCo”~~i), SinCo shall become a wholly-owned subsidiary ~~TOYOone~~of ~~Limited~~PubCo, (ii) the Company shall become a ~~Cayman~~wholly-owned ~~Islands~~subsidiary ~~exempted~~of ~~company~~SinCo; ~~(“Merger~~and ~~Sub”~~(iii), ~~TOPTOYO~~immediately ~~INVESTMENT~~prior ~~PTE.~~to ~~LTD.,~~the aclosing ~~Singapore~~of ~~private~~the ~~company~~SinCo Acquisition, ~~limited~~Fuji bySolar ~~shares~~ (the “~~SinCo~~Seller”), ~~Vietnam~~shall ~~Sunergy~~hold ~~Cell~~an ~~Company~~aggregate ~~Limited~~of 41,000,000 aPubCo ~~Vietnamese~~Ordinary ~~company~~Shares, ~~(“TOYO~~representing ~~Solar”,~~all ~~together~~issued and outstanding ~~with~~share capital of PubCo, and (b) following the consummation of the Pre-Merger ~~Sub~~Reorganization, the Company shall merge with and ~~SinCo~~into Merger Sub, with Merger Sub continuing as the ~~“Group~~surviving ~~Companies~~company (the “Merger”), oras ~~each~~a ~~individually~~result of which, aamong ~~“Group~~other ~~Company”)~~things, ~~Vietnam~~all ~~Sunergy~~of ~~Joint~~the ~~Stock~~issued and outstanding securities of the Company, aimmediately ~~Vietnam~~prior ~~joint~~to ~~stock~~the ~~company~~filing of the plan of merger with respect to the Merger (the “~~VSUN~~Plan of Merger”), ~~and~~to ~~Fuji~~the ~~Solar~~Registrar ~~(Fuji~~of ~~Solar~~Companies ~~together~~of ~~with~~the ~~VSUN~~Cayman Islands, or such later time as may be specified in the Plan of Merger (the “~~Shareholders~~Merger Effective Time”) shall no longer be outstanding and shall automatically be cancelled, in exchange orfor ~~individually~~the right of the holders thereof to receive substantially equivalent securities of PubCo, ain ~~“Shareholder”~~each case, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the provisions of the Companies Act (Revised) of the Cayman Islands and other applicable laws.

~~Pursuant to the First~~ Amendment No. 1 to the Merger Agreement:

●On December ~~PubCo~~6, ~~will~~2023, ~~acquire~~the ~~one~~Company ~~hundred~~entered ~~percent~~into an amendment (~~100%)~~the of“First Amendment to the ~~issued~~Merger Agreement”) to the Agreement and ~~paid-up~~Plan ~~share~~of ~~capital~~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”), ~~from~~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 at(Fuji anSolar ~~aggregate~~together ~~consideration~~with ofVSUN, ~~SGD1~~the “Shareholders”, or individually, a “Shareholder”).~~00;~~

~~● Fuji Solar agrees~~ Pursuant to ~~deposit into~~ the ~~Trust~~First ~~Account~~Amendment ~~of the Company (i) the total amount of the fund for the Company’s extension from December 2, 2023~~ to ~~January 2, 2024, and (ii)~~ the one-half (1/2) amount of the fund for the extension from January 2, 2024 to February 2, 2024, respectively, to be evidenced by unsecured promissory notes of the Company, 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; and~~:

● ~~The~~PubCo ~~Group~~will ~~Companies~~acquire ~~agree~~one tohundred ~~advance~~percent (i100%) ~~one-third (1/3)~~ of the ~~expenses~~issued payable to a valuation firm selected by the special committee of the board of directors of the Company for the valuation of the Group Companies in connection with Transactions (as defined in the Merger Agreement) (the “Valuation Firm Expenses”) and ~~(ii) one~~paid-~~third~~up ~~(1/3)~~share ofcapital ~~the expenses for a proxy solicitor mutually agreed by the Company, the Sponsor (as defined below) and the Shareholders for soliciting approval~~ of ~~the~~SinCo ~~Transactions~~from byFuji ~~shareholders~~Solar ofat ~~the~~an ~~Company (the “Proxy Solicitor Expenses”), provided that (x) the~~ aggregate ~~amount~~consideration of Valuation Firm Expenses and Proxy Solicitor Expenses the Group Companies will be responsible for pursuant to this sentence shall not exceed $200,000, and (y) the Group Companies’ payment for its portion of the Valuation Firm Expenses and Proxy Solicitor Expenses shall be evidenced by one or more promissory notes of the Company issued to the Group Companies’ designee, each of which shall be fully repaid in cash at the Merger Closing or converted into SPAC Units at US$10 per unit immediately prior to the Merger Closing at the discretion of the holder of such promissory noteSGD1.00;

~~Liquidity~~ ● Fuji Solar agrees to deposit into the Trust Account of the Company (i) the total amount of the fund for the Company’s extension from December 2, 2023 to January 2, 2024, and ~~Going~~(ii) ~~Concern~~the one-half (1/2) amount of the fund for the extension from January 2, 2024 to February 2, 2024, respectively, to be evidenced by unsecured promissory notes of the Company, 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; and

As● ofThe ~~December~~Group ~~31,~~Companies ~~2023,~~agree ~~the~~to ~~Company~~advance ~~had~~(i) ~~cash~~one-third of(1/3) ~~$70,134 and a working deficit~~ of ~~$2,512,009.~~the ~~The~~expenses ~~Company~~payable ~~has incurred and expects~~ to ~~continue~~a tovaluation ~~incur~~firm ~~significant~~selected ~~professional~~by ~~costs~~the tospecial ~~remain~~committee asof athe ~~publicly traded~~board ~~company~~of ~~and~~directors toof ~~incur~~the ~~significant~~Company ~~transaction~~for ~~costs~~the invaluation ~~pursuit~~ of the ~~consummation~~Group ofCompanies ain ~~Business Combination. In~~ connection with ~~the~~ ~~Company’s~~Transactions ~~assessment~~(as ofdefined ~~going concern considerations~~ in ~~accordance~~the ~~with~~Merger ~~Financial~~Agreement) ~~Accounting~~(the ~~Standard~~“Valuation ~~Board’s~~Firm ~~Accounting Standards~~Expenses”) ~~Update~~and (~~“ASU”~~ii) ~~2014~~one-~~15,~~third ~~“Disclosures~~(1/3) of ~~Uncertainties~~the ~~about~~expenses anfor ~~Entity’s~~a ~~Ability~~proxy tosolicitor ~~Continue~~mutually asagreed aby ~~Going Concern~~the Company,” ~~management~~the ~~has~~Sponsor ~~determined~~(as ~~that~~defined ~~these~~below) ~~conditions~~and ~~raise~~the ~~substantial~~Shareholders ~~doubt~~for ~~about~~soliciting ~~the~~approval ~~Company’s~~of ~~ability~~the toTransactions ~~continue as~~by ashareholders ~~going~~of ~~concern.~~the ~~The~~Company ~~management’s~~(the ~~plan~~“Proxy inSolicitor ~~addressing~~Expenses”), ~~this~~provided ~~uncertainty~~that is(x) ~~through~~ the ~~Working~~aggregate ~~Capital~~amount ~~Loans,~~of asValuation ~~defined~~Firm ~~below (see~~Expenses ~~Note~~and ~~6).~~Proxy InSolicitor ~~addition,~~Expenses if the ~~Company~~Group isCompanies ~~unable~~will tobe ~~complete~~responsible afor ~~Business~~pursuant ~~Combination~~to ~~within~~this ~~the~~sentence ~~Combination~~shall ~~Period~~not byexceed ~~March 2~~$200, ~~2024~~000, ~~unless~~ ~~further~~and ~~extended,~~(y) the ~~Company~~Group Companies’s ~~board~~payment offor ~~directors~~its ~~would~~portion ~~proceed~~of tothe ~~commence~~Valuation aFirm ~~voluntary~~Expenses ~~liquidation~~ and ~~thereby~~Proxy aSolicitor ~~formal dissolution~~Expenses ofshall ~~the~~be ~~Company.~~evidenced ~~There~~by isone noor ~~assurance~~more ~~that~~promissory notes of the Company’s ~~plans~~issued to ~~consummate a Business Combination will be successful within~~ the ~~Combination~~Group ~~Period.~~Companies’ ~~As a result~~designee, ~~management~~each ~~has~~of ~~determined~~which ~~that~~shall ~~such~~be ~~additional~~fully ~~condition~~repaid ~~also~~in ~~raise~~cash ~~substantial~~at ~~doubt about~~ the ~~Company’s~~Merger ~~ability~~Closing toor ~~continue~~converted asinto aSPAC ~~going~~Units ~~concern.~~at ~~The~~US$10 ~~unaudited~~per ~~condensed~~unit ~~financial~~immediately ~~statement~~prior ~~does~~to ~~not~~the ~~include~~Merger ~~any~~Closing ~~adjustments that~~at ~~might~~the ~~result~~discretion ~~from~~of the ~~outcome~~holder of ~~this~~such ~~uncertainty~~promissory note.

BLUE ~~WORLD~~ WORLD ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~Risks~~Amendment No. ~~and~~2 ~~Uncertainties~~to the Merger Agreement

AsOn February a6, ~~result~~2024, ofto ~~the~~reflect ~~military~~that ~~action~~Fuji ~~commenced~~Solar inagreed ~~February 2022~~to byprovide ~~the~~additional ~~Russian~~funding ~~Federation~~support ~~and~~in ~~Belarus~~connection inwith the ~~country~~Extension of ~~Ukraine~~the ~~and~~Company, the ~~related~~Company ~~economic~~entered ~~sanctions,~~into the ~~Company’s~~second ~~ability~~amendment (the “Second Amendment to ~~consummate a~~the ~~Business~~Merger ~~Combination,~~Agreement”) orto the ~~operations~~Merger ofAgreement awith the ~~target~~Group ~~business~~Companies ~~with~~and the Shareholders, pursuant to which ~~the~~Fuji ~~Company~~Solar ~~ultimately~~agrees ~~consummates~~to aadditionally ~~Business~~deposit ~~Combination,~~into ~~may be~~the ~~materially~~Trust ~~and~~Account ~~adversely~~of ~~affected.~~the Intotal amount ~~addition,~~of the fund for the Company’s ~~ability~~extension from February 2, 2024 to ~~consummate~~March a2, ~~transaction~~2024. ~~may~~Fuji beSolar ~~dependent~~has onfurther ~~the~~agrees ~~ability~~ to ~~raise~~be ~~equity~~responsible for ~~and~~the ~~debt~~total ~~financing~~amount ~~which~~of ~~may~~the befunds ~~impacted~~for bythe ~~these~~extension ~~events,~~of ~~including~~BWAQ’s asterm afrom ~~result~~March of2, ~~increased~~2024 ~~market~~to ~~volatility~~April 2, or2024 ~~decreased market~~if ~~liquidity~~the inMerger ~~third-party~~Closing ~~financing~~has not ~~being~~occurred ~~unavailable~~by onMarch ~~terms~~1, ~~acceptable~~2024 due to (x) the ~~Company~~gross negligence or atwillful ~~all.~~misconduct ~~The~~of ~~impact~~any of ~~this~~the ~~action~~Group ~~and~~Companies or the Shareholders, ~~related~~or ~~sanctions~~(y) onthe termination of the ~~world~~Merger ~~economy~~Agreement ~~and~~by the ~~specific~~TOYO ~~impact~~Solar. onSuch total amount of funds Fuji Solar shall be responsible for shall be evidenced by the ~~Company’s~~Fuji ~~financial~~Extension ~~position~~Notes, ~~results~~the amount of ~~operations~~which ~~and/or ability~~shall tobe ~~consummate~~fully arepaid ~~Business~~in ~~Combination~~cash ~~are~~at ~~not~~the ~~yet~~Merger ~~determinable.~~Closing ~~The~~or ~~unaudited~~converted ~~condensed~~into ~~financial~~the SPAC ~~statements~~Units doat ~~not~~US$10 ~~include~~per ~~any adjustments~~unit ~~that~~immediately ~~might~~prior ~~result~~to ~~from~~the Merger Closing at the ~~outcome~~discretion of ~~this~~Fuji ~~uncertainty~~Solar.

~~NOTE~~Amendment No. 23 ~~— SIGNIFICANT~~to ~~ACCOUNTING~~the ~~POLICIES~~Merger Agreement

●On February ~~Basis~~29, 2024, the Company entered into an Amendment No. 3 to the Agreement and Plan of ~~presentation~~Merger, dated as of August 10, 2023, as amended on December 6, 2023 and February 6, 2024 (as the same may be amended, restated or supplemented, the “Merger Agreement”) with PubCo, Merger Sub, SinCo, TOYO Solar, together with PubCo, Merger Sub and SinCo, the “Group Companies”, or each individually, a “Group Company”), VSUN, Fuji Solar, WAG, Belta, and BestToYo.

~~These accompanying unaudited condensed financial statements~~The ~~have~~Amendment ~~been~~to ~~prepared~~the inMerger ~~accordance~~Agreement ~~with~~was ~~generally~~entered ~~accepted~~into ~~accounting~~to ~~principles~~reflect in the ~~United States~~restructuring of ~~America (“U~~PubCo.~~S. GAAP”) and~~ ~~pursuant~~Fuji toSolar, as the ~~rules~~sole ~~and~~shareholder ~~regulations~~of PubCo, transferred all of the ~~Securities~~ordinary ~~and~~shares ~~Exchange~~of ~~Commission~~PubCo (“~~SEC~~PubCo Ordinary Shares”). ~~Certain~~held ~~information~~by orFuji ~~footnote disclosures~~Solar ~~normally~~to ~~included~~WAG inand ~~unaudited~~Belta, ~~condensed~~and ~~financial statements prepared in accordance with US GAAP have been condensed or omitted,~~Belta ~~pursuant~~then tofurther ~~the~~transferred ~~rules~~a ~~and~~certain ~~regulations~~number of ~~the~~PubCo ~~SEC~~Ordinary ~~for~~Shares ~~interim~~to ~~financial reporting. Accordingly~~BestToYo, ~~they~~each doat ~~not include all the information and footnotes necessary for~~ a ~~complete~~transfer ~~presentation~~price of ~~financial~~US$0.0001 ~~position,~~per ~~results~~share ~~of operations~~(collectively, ~~or cash flows. In~~ the ~~opinion~~“PubCo ofShareholder ~~management~~Transfer”), ~~the~~ ~~accompanying~~as ~~unaudited~~a ~~condensed~~result ~~financial~~of ~~statements~~which ~~include~~WAG ~~all~~holds ~~adjustments~~6,200 ~~consisting~~PubCo ofOrdinary aShares, ~~normal~~Belta ~~recurring~~holds ~~nature~~2,450 ~~which~~PubCo ~~are~~Ordinary ~~necessary~~Shares, ~~for~~and aBestToYo ~~fair~~holds ~~presentation~~1,350 ofPubCo ~~the~~Ordinary ~~financial~~Shares, ~~position~~respectively, ~~operating~~immediately ~~results~~following ~~and cash flows for~~ the ~~periods~~PubCo ~~presented~~Shareholder Transfer.

~~The~~Each of ~~interim~~WAG, ~~results~~Belta ~~for~~and ~~the~~BestToYo ~~three~~is a newly incorporated holding company wholly owned and ~~six~~controlled ~~months~~by ~~ended~~the beneficial owners of Fuji Solar. ~~December~~The 31beneficial owners of Fuji Solar established WAG, ~~2023~~Belta ~~are~~and ~~not~~BestToYo ~~necessarily~~to ~~indicative~~reflect oftheir indirect beneficial ownerships in PubCo through the ~~results~~equity tointerests beof ~~expected~~these ~~for~~three separate entities in PubCo. As of result of the ~~year~~PubCo ~~ending~~Shareholder ~~June~~Transfer, 30WAG, ~~2024~~Belta orand ~~for~~BestToYo became ~~any~~the ~~future~~only ~~interim periods~~three shareholders of PubCo. ~~These~~Immediately ~~unaudited~~prior ~~condensed~~to ~~consolidated~~the ~~financial~~Merger ~~statements~~Closing (as defined below) and ~~accompanying~~consistent ~~notes~~with ~~should~~the beMerger Agreement, ~~read~~WAG, inBelta ~~conjunction~~and BestToYo will collectively hold 41,000,000 PubCo Ordinary Shares, with ~~the~~WAG ~~Company’s~~holding 25,420,000 PubCo Ordinary ~~annual~~Shares, ~~consolidated~~Belta ~~financial~~holding ~~statements~~10,045,000 PubCo Ordinary Shares and ~~accompanying~~BestToYo ~~notes~~holding ~~included~~5,535,000 inPubCo ~~its~~Ordinary ~~Annual~~Shares, ~~Report~~respectively on(such ~~Form~~transactions, the 10“PubCo Pre-KClosing ~~for~~Restructuring”). The parties to the ~~fiscal~~Amendment ~~year~~to ~~ended~~the ~~June~~Merger Agreement also entered into a Joinder ~~30,~~Agreement ~~2023~~(the “Joinder Agreement”) in connection with the PubCo Pre-Closing Restructuring.

~~● Emerging growth company status~~10

~~The Company is an “emerging growth company,”~~ asBLUE ~~defined~~WORLD inACQUISITION Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.CORPORATION

~~Further, Section 102(b)(1) of the JOBS Act~~NOTES ~~exempts~~TO ~~emerging~~UNAUDITED ~~growth~~CONDENSED ~~companies~~FINANCIAL from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.STATEMENTS

10Pursuant to the Amendment to the Merger Agreement, (a) the Group Companies, VSUN, Fuji Solar, WAG, Belta and BestToYo shall consummate a series of transactions involving the Group Companies, including (A) PubCo acquiring one hundred percent (100%) of the issued and paid-up share capital of SinCo from Fuji Solar at an aggregate consideration of SGD1.00 (such transaction, the “Share Exchange”), and (B) SinCo acquiring one hundred percent (100%) of the issued and outstanding shares of capital stock of TOYO Solar from VSUN at an aggregate consideration of no less than US$50,000,000 (the “SinCo Acquisition,” and together with the Share Exchange, the “Pre-Merger Reorganization”), as a result of which (i) SinCo shall become a wholly-owned subsidiary of PubCo, (ii) TOYO Solar shall become a wholly-owned subsidiary of SinCo; and (iii) WAG, Belta and BestToYo (collectively, the “Sellers”) shall become the only shareholders of PubCo, and (b) following the consummation of the Pre-Merger Reorganization, the Company shall merge with and into Merger Sub, with Merger Sub continuing as the surviving company (the “Merger”), as a result of which, among other things, all of the issued and outstanding securities of the Company immediately prior to the filing of the plan of merger with respect to the Merger (the “Plan of Merger”) to the Registrar of Companies of the Cayman Islands, or such later time as may be specified in the Plan of Merger (the “Merger Effective Time”) shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holders thereof to receive substantially equivalent securities of PubCo, in each case, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the provisions of the Companies Act (Revised) of the Cayman Islands and other applicable laws. The Merger, the Pre-Merger Reorganization and each of the other transactions contemplated by the Merger Agreement or any of the other relevant transactional documents are collectively referred to as “Transactions.” The Amendment to the Merger Agreement and the Pre-Closing Restructuring will have no substantive effect on the Merger, the Plan of Merger or the Merger Closing.

~~BLUE~~As a ~~WORLD~~result of the Amendment to the Merger Agreement and the Joinder Agreement, each of WAG, Belta and BestToYo became a Shareholder (as ~~ACQUISITION~~defined ~~CORPORATION~~in the Merger Agreement) and a Seller, and is subject to representations, warranties and covenants under the Merger Agreement that are substantially equivalent to those made by Fuji Solar under the Merger Agreement prior to the Amendment to the Merger Agreement. There are no changes to the conditions to consummate the Transactions as a result of the Amendment to the Merger Agreement.

~~NOTES~~Pursuant to TOthe ~~UNAUDITED~~Amendment to the Merger Agreement, at or prior to the closing of the Merger (the “Merger Closing”), an aggregate of ~~CONDENSED~~13,000,000 ~~FINANCIAL~~PubCo ~~STATEMENTS~~Ordinary Shares held by the Sellers (the “Earnout Shares”), consisting of 8,060,000 PubCo Ordinary Shares held by WAG, 3,185,000 PubCo Ordinary Shares held by Belta and 1,755,000 PubCo Ordinary Shares held by BestToYo, respectively, will be deposited with an escrow agent in a segregated escrow account (the “Earnout Escrow Account”) pursuant to an escrow agreement effective upon the Merger Closing and will be released from the Earnout Escrow Account and delivered to the Sellers as following:

●a. ~~Use~~Following the Merger, if the net profit of ~~estimates~~PubCo for the fiscal year ending December 31, 2024 as shown on the audited financial statements of PubCo for the fiscal year ending December 31, 2024 (such net profit, the “2024 Audited Net Profit”) is no less than US$41,000,000, the Earnout Shares shall immediately become vested in full and be released from the Earnout Escrow Account to the Sellers, pro rata; and

Inb. ~~preparing~~If ~~these~~the ~~unaudited~~2024 ~~condensed~~Audited ~~financial~~Net ~~statements~~ Profit is less than US$41,000,000, then (X) the portion of the Earnout Shares in ~~conformity~~number ~~with~~equal ~~U.S. GAAP~~to (i) the quotient of (a) the 2024 Audited Net Profit divided by (b) US$41,000,000, ~~management~~multiplied ~~makes~~by ~~estimates~~(ii) ~~and~~13,000,000 ~~assumptions~~PubCo ~~that~~Ordinary ~~affect~~Shares, rounded up to the ~~reported~~nearest ~~amounts~~whole ofnumber, ~~assets~~shall ~~and~~become ~~liabilities~~ immediately vested and ~~disclosure~~be ofreleased ~~contingent~~from ~~assets~~the ~~and~~Earnout ~~liabilities~~Escrow atAccount to the ~~date~~Sellers, pro rata, and (Y) the remaining portion of the ~~unaudited~~Earnout ~~condensed~~Shares ~~financial~~shall ~~statements~~be ~~and~~surrendered ~~the~~or ~~reported~~otherwise ~~expenses during~~delivered by the ~~reporting~~Sellers ~~period~~to PubCo, pro rata, for no consideration or nominal consideration and cancelled by PubCo.

~~Making estimates requires management to exercise significant~~PIPE ~~judgment.~~Agreement It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates.

●On March ~~Cash~~6, 2024, the Company entered into a share purchase agreement (the “PIPE Purchase Agreement”) with PubCo and ~~cash~~a ~~equivalents~~certain investor, NOTAM Co., Ltd., a Japanese corporation (“NOTAM”), in connection with the Transactions. Pursuant to the PIPE Purchase Agreement, NOTAM agrees to purchase a total of 600,000 Class A Ordinary Shares of the Company (the “PIPE Shares”), at a purchase price of $10.00 per share, for an aggregate purchase price of $6,000,000 (the “PIPE Purchase Price”). Upon the written notice of the Company, at least three (3) business days prior to the reasonably expected closing date of the Transactions provided in such notice, NOTAM will deliver or cause to be delivered the PIPE Purchase Price into an escrow account with Continental Stock Transfer & Trust Company, as the escrow agent (the “Escrow Agent”).

The closing ~~Company~~of ~~considers~~the ~~all~~sale ~~short-term~~of ~~investments~~the ~~with an~~PIPE ~~original~~Shares ~~maturity~~(the of“PIPE ~~three months~~Closing”) orwill ~~less~~be ~~when~~held ~~purchased~~on the same date and immediately prior to bethe ~~cash~~closing of ~~equivalents~~the Transactions. ~~The~~At ~~Company~~the ~~had~~PIPE ~~$70~~Closing,~~134~~ the Company will issue and ~~$746~~deliver into ~~cash~~NOTAM asthe PIPE Shares against the release of the PIPE ~~December~~Purchase ~~31,~~Price ~~2023~~by ~~and~~the ~~June~~Escrow ~~30,~~Agent ~~2023,~~to ~~respectively~~the Company. ~~The~~If ~~Company~~the ~~did~~closing of the Transactions does not ~~have~~occur ~~any~~or ~~cash~~if ~~equivalents~~the asPIPE ofShares ~~December~~are ~~31,~~not ~~2023~~converted into ~~and~~Converted ~~June~~PIPE Shares (as defined below) within thirty (30) days after the PIPE Purchase Price is delivered to the Escrow Agent, ~~2023~~the Escrow Agent will automatically return to NOTAM the PIPE Purchase Price.

~~● Investment held in Trust Account~~11

~~As of December 31, 2023 and June 30, 2023, the assets~~BLUE ~~held~~WORLD inACQUISITION the Trust Account include $42,400,931 and $70,186,561, respectively, of investments held in money market funds, which are invested in U.S. Treasury securities and characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). For the three months ended December 31, 2023 and 2022, dividend earned and held in the Trust Account amounted to $554,384 and $786,025, respectively. For the six months ended December 31, 2023 and 2022, dividend earned and held in the Trust Account amounted to $1,160,282 and $1,205,426, respectively.CORPORATION

~~The Company classifies its U.S. Treasury and equivalent~~NOTES ~~securities~~TO asUNAUDITED ~~held-to-maturity~~CONDENSED inFINANCIAL accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.STATEMENTS

●Pursuant to ~~Cash~~the ~~held~~Merger Agreement, each ordinary share of the Company, including the PIPE Shares, issued and outstanding immediately prior to the Merger Effective will automatically be converted into the right to receive one (1) PubCo Ordinary Shares (“Converted PIPE Shares”). NOTAM is entitled to make up to two (2) demands that PubCo register such Converted PIPE Shares, if and only if the Converted PIPE Shares are not registered on a registration statement on Form F-4 containing a prospectus/proxy statement relating to the Transactions to be filed by PubCo with the SEC. In addition, NOTAM has certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of the Transactions. PubCo will bear the expenses incurred in ~~Escrow~~connection ~~Account~~with the filing of any such registration statements.

~~The Company has entered into a certain escrow agreement~~Liquidity with Continental Stock Transfer & Trust Company who acts as the escrow agent pursuant to which the Company agreed to deposit the aggregated amount of $1,000,000 ($500,000 payable upon the closing of Initial Public Offering and ~~$500,000~~Going payable one business day prior to the entry of a definitive agreement in connection with an initial Business Combination) into the escrow account until the earlier of (i) one year of the closing of an initial Business Combination; (ii) one year of the Company’s liquidation or windup in accordance with the Company’s Amended and Restated Memorandum and Articles of Association; and (iii) such date as may be approved by the Company’s shareholders in accordance with the amended and restated memorandum and articles of association (such arrangement is referred as “indemnity escrow”). The escrow fund will be released by the escrow agent under joint instruction by the Company and its claim manager Andros Risk Services LLC, who would act pursuant to the claim coverage guidelines provided thereof, which, among others, include indemnification for (i) loss from any claims first made against the Company’s directors, officers and risk manager for a Wrongful Act (as defined in escrow agreement) during the period from the effectiveness of the Company’s registration statement on January 31, 2022 until the earlier of (A) the closing of an initial Business Combination and (B) the Company’s liquidation or windup (the “Coverage Period”), loss or inquiry costs from any investigations of or Inquiry (as defined in escrow agreement) received by the Company’s directors, officers and risk manager during the Coverage Period; (ii) loss of the Company, the Sponsor, or the Company’s successor to indemnify its directors officers and risk manager for item (i) above; (iii) loss from any Securities Claim (as defined in the escrow agreement) first made against the Company during the Coverage Period for a wrongful act and its costs, charges, or expenses in seeking dismissal of any Derivative Suit (as defined in escrow agreement), subject to certain conditions, and other certain coverage guidelines against the Company; and (iv) any costs incurred by the Company in connection with Security Holder Demand Investigation (as defined in the as defined in the escrow agreement) for a wrongful act and Books and Records Demand (as defined in the indemnity escrow) first received by the Company during the Coverage Period.Concern

11As of March 31, 2024, the Company had cash of $3,036 and a working deficit of $2,931,090. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The management’s plan in addressing this uncertainty is through the Working Capital Loans, as defined below (see Note 6). In addition, if the Company is unable to complete a Business Combination within the Combination Period by June 2, 2024, unless further extended, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed financial statement does not include any adjustments that might result from the outcome of this uncertainty.

~~BLUE WORLD~~Risks ~~ACQUISITION~~and ~~CORPORATION~~Uncertainties

~~NOTES~~As a TOresult ~~UNAUDITED~~of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related ~~CONDENSED~~economic ~~FINANCIAL~~sanctions, ~~STATEMENTS~~the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~At the June 2023 Meeting, among the other proposals,~~NOTE the shareholders of the Company also approved the release of the funds held in the Escrow Account pursuant to the D&O Reserve Fund Escrow Agreement, dated January 31, 2022 (the “D&O Indemnity Escrow Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as escrow agent, on July 2, ~~2023~~— SIGNIFICANT orACCOUNTING such a later date immediately following the purchase of an alternative D&O insurance. Upon the approval, the Company secured an alternative D&O insurance, effective on July 1, 2023. On July 4, 2023, a total of $500,000 funds held in the Escrow Account was released to the Company, a portion of which was used to purchase the alternative D&O insurance.POLICIES

As● Basis of ~~December 31, 2023 and June 30, 2023, the Company had $0 and $500,000, respectively, in cash held in the Escrow Account.~~presentation

●These accompanying ~~Net~~unaudited ~~income~~condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (~~loss~~“U.S. GAAP”) ~~per~~and ~~ordinary~~pursuant ~~share~~to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The Company has two classes of shares, which are referred to as redeemable shares and non-redeemable shares. Earnings and losses are shared pro rata between the two classes of shares. In order to determine the net loss attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares:12

	For the Three Months Ended				For the Three Months Ended
	December 31, 2023				December 31, 2022
	Redeemable Class A Ordinary Shares		Non-Redeemable Class A and Class B Ordinary Shares		Redeemable Class A Ordinary Shares		Non-Redeemable Class A and Class B Ordinary Shares
Basic and diluted net income per share:
Numerators:
Allocation of net income	$	137,513	$	99,055	$	338,625	$	101,752
Denominators:
Weighted-average shares outstanding		3,837,766		2,764,480		9,200,000		2,764,480
Basic and diluted net income per share	$	0.04	$	0.04	$	0.04	$	0.04

BLUE WORLD ACQUISITION CORPORATION

	For the Six Months Ended				For the Six Months Ended
	December 31, 2023				December 31, 2022
	Redeemable Class A Ordinary Shares		Non-Redeemable Class A and Class B Ordinary Shares		Redeemable Class A Ordinary Shares		Non-Redeemable Class A and Class B Ordinary Shares
Basic and diluted net income per share:
Numerators:
Allocation of net income	$	380,219	$	256,968	$	529,572	$	159,130
Denominators:
Weighted-average shares outstanding		4,090,420		2,764,480		9,200,000		2,764,480
Basic and diluted net income per share	$	0.09	$	0. 09	$	0.06	$	0.06

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

12The interim results for the three and nine months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending June 30, 2024 or for any future interim periods. These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

~~BLUE~~● ~~WORLD ACQUISITION~~Emerging ~~CORPORATION~~growth company status

~~NOTES~~The Company TOis ~~UNAUDITED~~an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS ~~CONDENSED~~Act, ~~FINANCIAL~~and ~~STATEMENTS~~it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

●Further, Section 102(b)(1) of ~~Class~~the AJOBS ~~ordinary~~Act ~~shares~~exempts ~~subject~~emerging growth companies from being required to ~~possible~~comply ~~redemption~~with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~The~~● ~~Company~~Use accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 3,837,766 and 6,587,231 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets as of December 31, 2023 and June 30, 2023, respectively.estimates

~~The~~In preparing ~~Company~~these ~~recognizes~~unaudited ~~changes~~condensed financial statements in ~~redemption~~conformity ~~value immediately~~with asU.S. GAAP, ~~they~~management ~~occur~~makes estimates and ~~adjusts~~assumptions that affect the ~~carrying~~reported ~~value~~amounts of ~~Class A~~assets ~~Ordinary~~and ~~Shares~~liabilities toand ~~equal~~disclosure ~~the redemption value at the end~~ of ~~each reporting~~contingent ~~period.~~assets ~~Increases~~and orliabilities ~~decreases~~at in the ~~carrying~~date ~~amount~~ of ~~redeemable~~the ~~Class A~~unaudited condensed ~~Ordinary~~financial ~~Shares~~statements ~~are~~and ~~affected~~the byreported ~~charges~~expenses ~~against additional~~during ~~paid~~the inreporting ~~capital and accumulated deficit~~period.

AsMaking estimates ofrequires ~~December~~management ~~31,~~to ~~2023~~exercise ~~and~~significant ~~June~~judgment. ~~30,~~It ~~2023,~~is at least reasonably possible that the ~~amount~~estimate of the effect of a condition, situation or set of ~~Class A~~circumstances ~~Ordinary~~that ~~Shares~~existed ~~reflected~~at onthe date of the ~~balance~~unaudited ~~sheet~~condensed ~~are~~financial ~~reconciled~~statements, which management considered in formulating its estimate, could change in the ~~following~~near ~~table:~~term due to one or more future confirming events. Accordingly, actual results may differ from these estimates.

Class A ordinary shares subject to possible redemption, June 30, 2022	$	93,054,401
Less:
Redemptions of Class A ordinary shares		(27,406,155	)
Plus:
Re-measurement adjustment on redeemable ordinary shares		4,538,315
Class A ordinary shares subject to possible redemption, June 30, 2023		70,186,561
Less:
Redemptions of Class A ordinary shares		(29,305,912	)
Plus:
Re-measurement adjustment on redeemable ordinary shares		1,520,282
Class A ordinary shares subject to possible redemption, December 31, 2023	$	42,400,931

●

Cash and cash equivalents

●The Company ~~Warrants~~considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $3,036 and $746 in cash as of March 31, 2024 and June 30, 2023, respectively. The Company did not have any cash equivalents as of March 31, 2024 and June 30, 2023.

~~The~~● ~~Company~~Cash ~~accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms~~ and ~~applicable~~investment ~~authoritative~~held ~~guidance~~ in ~~Financial~~Trust Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.Account

~~For~~On January ~~issued~~26, or2024, ~~modified~~the ~~warrants~~Company ~~that~~entered ~~meet~~into ~~all~~an ofamendment to the Investment Management Trust Agreement, dated January 31, 2022, as further ~~criteria~~amended ~~for~~on ~~equity~~May ~~classification~~2, ~~the~~2023 ~~warrants~~and ~~are~~June ~~required~~30, to2023 be(the ~~recorded~~“Amendment asto athe ~~component~~Trust ofAgreement”), ~~equity~~by atand between the ~~time~~Company ofand ~~issuance~~the Trustee. Pursuant ~~The~~to the Amendment to the Trust Agreement, the Company ~~determined~~ ~~that~~may ~~upon~~instruct ~~further~~the ~~review~~Trustee ofto (i) hold the ~~warrant~~funds ~~agreements~~in the Trust Account uninvested, (ii) hold funds in an interest-bearing bank demand deposit account, or (iii) invest in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company ~~concluded~~Act ~~that~~which ~~its~~invest ~~warrants~~only in ~~qualify~~direct ~~for~~U.S. ~~equity~~government ~~accounting~~treasury ~~treatment~~obligations.

BLUE ~~WORLD~~ WORLD ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

●On January ~~Convertible~~26, ~~Promissory~~2024, ~~Note~~in order to mitigate the risks of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company instructed the Trustee to liquidate the U.S. government treasury obligations and money market funds held in the Trust Account by January 31, 2024, the expiry of the 24-month anniversary of the effective date of the Company’s Initial Public Offering Registration Statement, and to hold all funds in the Trust Account in cash in an interest-bearing bank demand deposit account until the earlier of consummation of the Company’s initial Business Combination or liquidation of the Company.

~~The Company accounts for its convertible promissory~~As ~~notes as debt (liability) on the balance sheet based on an assessment~~ of ~~the~~March ~~embedded~~31, conversion feature (see Note 5 — Related Party Transactions) and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-062024, ~~Debt~~the —assets ~~Debt~~held ~~with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts~~ in ~~Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). The assessment considers~~ the ~~derivative scope~~Trust ~~exception~~Account ~~guidance~~include $43,032,774 ~~pertaining to equity classification~~ of ~~contracts~~cash in an ~~entity’s~~interest-bearing ~~own~~bank ~~equity~~demand deposit account.

●As of ~~Income~~June ~~taxes~~30, 2023, the assets held in the Trust Account include $70,186,561 of investments held in money market funds, which are invested in U.S. Treasury securities and characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below).

~~Income~~For the ~~taxes~~three ~~are~~months ~~determined~~ended inMarch ~~accordance~~31, ~~with~~2024 ~~the provisions~~and of2023, ~~ASC~~interest ~~Topic 740,~~and ~~“Income~~dividend ~~Taxes”~~earned ~~(“ASC 740”).~~and ~~Under~~held ~~this~~in ~~method,~~the ~~deferred~~Trust ~~tax~~Account ~~assets~~amounted to $511,844 and $1,002,180, ~~liabilities~~respectively. ~~are~~For ~~recognized~~the ~~for~~nine ~~the~~months ~~future~~ended ~~tax~~March ~~consequences~~31, ~~attributable~~2024 toand ~~differences~~2023, ~~between~~interest ~~the~~and ~~financial~~dividend ~~statement~~earned ~~carrying~~and ~~amounts of~~held ~~existing~~in ~~assets~~the ~~and~~Trust ~~liabilities~~Account ~~and~~amounted to ~~their~~$1,672,126 ~~respective~~and ~~tax~~$2,207,606, ~~basis~~respectively.

~~Deferred~~The Company ~~tax~~classifies ~~assets~~its U.S. Treasury and ~~liabilities~~equivalent ~~are~~securities ~~measured~~as ~~using enacted~~held-to-maturity ~~income~~in ~~tax~~accordance ~~rates~~with ~~expected~~ASC toTopic ~~apply~~320 to“Investments — ~~taxable~~Debt ~~income~~and inEquity ~~the years~~Securities.” inHeld-to-maturity ~~which~~securities are those ~~temporary~~securities ~~differences~~which ~~are~~the ~~expected~~Company tohas ~~be recovered~~the orability ~~settled.~~and ~~Any~~intent to ~~effect~~hold onuntil ~~deferred~~maturity. ~~tax~~Held-to-maturity ~~assets~~treasury ~~and~~securities ~~liabilities~~are ofrecorded aat ~~change~~amortized incost ~~tax~~on ~~rates~~the isaccompanying ~~recognized~~balance insheet ~~income~~and inadjusted for the ~~period that~~amortization ~~includes~~or ~~the~~accretion ~~enactment~~of ~~date~~premiums or discounts.

~~ASC 740~~● ~~prescribes~~Cash aheld ~~comprehensive model for how companies should recognize, measure, present, and disclose~~ in ~~their~~Escrow financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and June 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.Account

The Company has entered into a certain escrow agreement with Continental Stock Transfer & Trust Company who acts as the escrow agent pursuant to which the Company agreed to deposit the aggregated amount of $1,000,000 ($500,000 payable upon the closing of Initial Public Offering and $500,000 payable one business day prior to the entry of a definitive agreement in connection with an initial Business Combination) into the escrow account until the earlier of (i) one year of the closing of an initial Business Combination; (ii) one year of the Company’s liquidation ~~tax~~or ~~provision~~windup in accordance with the Company’s Amended and Restated Memorandum and Articles of Association; and (iii) such date as may be approved by the Company’s shareholders in accordance with the amended and restated memorandum and articles of association (such arrangement is ~~zero~~referred ~~for~~as “indemnity escrow”). The escrow fund will be released by the escrow agent under joint instruction ~~three~~by the Company and ~~six~~its ~~months~~claim ~~ended~~manager ~~December~~Andros 31Risk Services LLC, ~~2023~~who would act pursuant to the claim coverage guidelines provided thereof, which, among others, include indemnification for (i) loss from any claims first made against the Company’s directors, officers and risk manager for a Wrongful Act (as defined in escrow agreement) during the period from the effectiveness of the Company’s registration statement on January 31, 2022 until the earlier of (A) the closing of an initial Business Combination and (B) the Company’s liquidation or windup (the “Coverage Period”), loss or inquiry costs from any investigations of or Inquiry (as defined in escrow agreement) received by the Company’s directors, officers and risk manager during the Coverage Period; (ii) loss of the Company, the Sponsor, or the Company’s successor to indemnify its directors officers and risk manager for item (i) above; (iii) loss from any Securities Claim (as defined in the escrow agreement) first made against the Company during the Coverage Period for a wrongful act and its costs, charges, or expenses in seeking dismissal of any Derivative Suit (as defined in escrow agreement), subject to certain conditions, and other certain coverage guidelines against the Company; and (iv) any costs incurred by the Company in connection with Security Holder Demand Investigation (as defined in the as defined in the escrow agreement) for a wrongful act and Books and Records Demand (as defined in the indemnity escrow) first received by the Company during the Coverage Period.

~~The~~At the June 2023 Meeting, among the other proposals, the shareholders of the Company isalso ~~considered~~approved tothe berelease anof ~~exempted~~the ~~Cayman~~funds held in the ~~Islands~~Escrow ~~company~~Account pursuant to the D&O Reserve Fund Escrow Agreement, dated January 31, 2022 (the “D&O Indemnity Escrow Agreement”), by and isbetween ~~presently~~the ~~not~~Company ~~subject~~and toContinental ~~income~~Stock ~~taxes~~Transfer & Trust Company, as escrow agent, on July 2, 2023 or ~~income~~such ~~tax~~a ~~filing~~later ~~requirements~~date immediately following the purchase of an alternative D&O insurance. Upon the approval, the Company secured an alternative D&O insurance, effective on July 1, 2023. On July 4, 2023, a total of $500,000 funds held in the ~~Cayman~~Escrow ~~Islands~~Account orwas released to the ~~United States~~Company, a portion of which was used to purchase the alternative D&O insurance.

~~● Concentration of Credit Risk~~14

~~Financial instruments that potentially subject the~~BLUE ~~Company~~WORLD toACQUISITION concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2023 and June 30, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.CORPORATION

●NOTES TO ~~Fair~~UNAUDITED ~~value~~CONDENSED ofFINANCIAL ~~financial instrument~~STATEMENTS

~~The fair value~~ As of ~~the~~March ~~Company’s~~31, ~~assets~~2024 and ~~liabilities~~June 30, ~~which~~ ~~qualify~~2023, asthe ~~financial~~Company ~~instruments~~had ~~under~~$0 ~~FASB~~and ~~ASC 820~~$500,000, ~~“Fair Value Measurements and Disclosures~~respectively,” ~~approximates~~in ~~the~~cash ~~carrying amounts~~held ~~represented~~ in the ~~balance~~Escrow ~~sheet, primarily due to its short-term nature~~Account.

14● Net income per ordinary share

~~BLUE~~The Company ~~WORLD~~complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The Company has two classes of shares, ~~ACQUISITION~~which ~~CORPORATION~~are referred to as redeemable shares and non-redeemable shares. Earnings and losses are shared pro rata between the two classes of shares. In order to determine the net loss attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income is calculated using the total net income less any dividends paid. The Company then allocated the undistributed income ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

	For the Three Months Ended				For the Three Months Ended
	March 31, 2024				March 31, 2023
	Redeemable Class A Ordinary Shares		Non- Redeemable Class A and Class B Ordinary Shares		Redeemable Class A Ordinary Shares		Non- Redeemable Class A and Class B Ordinary Shares
Basic and diluted net income per share:
Numerators:
Allocation of net income	$	123,675	$	89,087	$	678,684	$	203,936
Denominators:
Weighted-average shares outstanding		3,837,766		2,764,480		9,200,000		2,764,480
Basic and diluted net income per share	$	0.03	$	0.03	$	0.07	$	0.07

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include:

	For the Nine months ended				For the Nine months ended
	March 31, 2024				March 31, 2023
	Redeemable Class A Ordinary Shares		Non- Redeemable Class A and Class B Ordinary Shares		Redeemable Class A Ordinary Shares		Non- Redeemable Class A and Class B Ordinary Shares
Basic and diluted net income per share:
Numerators:
Allocation of net income	$	502,960	$	346,989	$	1,208,257	$	363,065
Denominators:
Weighted-average shares outstanding		4,007,117		2,764,480		9,200,000		2,764,480
Basic and diluted net income per share	$	0.13	$	0.13	$	0.13	$	0.13

~~- Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;~~15

-BLUE WORLD ~~Level~~ACQUISITION 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; andCORPORATION

-NOTES TO ~~Level~~UNAUDITED 3,CONDENSED ~~defined~~FINANCIAL as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.STATEMENTS

● ~~Recent~~Class ~~accounting~~A ~~pronouncements~~ordinary shares subject to possible redemption

~~In August 2020, the FASB issued a new standard~~The ~~(ASU 2020-06)~~Company toaccounts ~~reduce the complexity of accounting~~ for ~~convertible~~its ~~debt~~ordinary ~~and~~shares ~~other~~subject ~~equity-linked~~to ~~instruments.~~possible ~~For~~redemption ~~certain~~in ~~convertible debt~~accordance ~~instruments~~ with ~~a cash conversion feature,~~ the ~~changes~~guidance ~~are a trade-off between simplifications~~ in ~~the~~ASC ~~accounting~~Topic ~~model~~480 ~~(no separation~~“Distinguishing ofLiabilities anfrom ~~“equity~~Equity.” ~~component~~Ordinary toshares ~~impute~~subject ato ~~market~~mandatory ~~interest~~redemption ~~rate,~~(if ~~and~~any) ~~simpler~~are ~~analysis~~classified ofas ~~embedded~~a ~~equity~~liability ~~features)~~instrument and ~~a potentially~~ ~~adverse~~measured ~~impact~~at tofair ~~diluted~~value. ~~earnings~~Conditionally ~~per~~redeemable ~~share~~ordinary byshares ~~requiring~~(including ~~the~~ordinary ~~use~~shares ofthat ~~the~~feature ~~if-converted~~redemption ~~method.~~rights ~~The~~that ~~new~~are ~~standard will also impact other~~either ~~financial~~within ~~instruments~~the ~~commonly~~control ~~issued~~of ~~by both public and private companies. For example,~~ the ~~separation~~holder ~~model~~or ~~for~~subject ~~beneficial~~to ~~conversion features~~redemption isupon ~~eliminated simplifying~~ the ~~analysis~~occurrence ~~for issuers~~ of ~~convertible~~uncertain ~~debt~~events ~~and~~not ~~convertible~~solely ~~preferred~~within ~~stock.~~the ~~Also,~~Company’s control) ~~certain~~are ~~specific requirements~~classified toas ~~achieve~~temporary equity. ~~classification~~At ~~and/or~~all ~~qualify~~other ~~for~~times, ~~the~~ordinary ~~derivative~~shares ~~scope~~are ~~exception~~classified ~~for~~as ~~contracts~~shareholders’ ~~indexed~~equity. toThe ~~an entity~~Company’s ~~own~~Class A ~~equity~~Ordinary ~~are~~Shares ~~removed,~~feature ~~enabling~~certain ~~more~~redemption ~~freestanding~~rights ~~instruments~~that ~~and~~are ~~embedded~~considered ~~features~~ to ~~avoid~~be ~~mark-to-market~~outside ~~accounting.~~of ~~The~~the ~~new~~Company’s ~~standard is~~control ~~effective~~and ~~for~~subject to ~~companies~~the ~~that~~occurrence ~~are~~of ~~SEC~~uncertain ~~filers~~future ~~(except~~events. ~~for~~Accordingly, ~~smaller reporting companies) for fiscal years beginning after December 15~~3, ~~2021~~837,766 and ~~interim periods within that year~~6,587,231 ~~and two~~Class ~~years~~A ~~later~~Ordinary ~~for~~Shares ~~other~~subject ~~companies.~~to ~~Companies~~possible ~~can~~redemption are ~~early~~presented ~~adopt the standard~~ at ~~the start~~redemption ofvalue aas ~~fiscal~~temporary ~~year beginning after December 15~~equity, ~~2020.~~outside ~~The~~of ~~standard~~the ~~can~~shareholders’ ~~either~~equity besection ~~adopted~~of onthe aCompany’s ~~modified retrospective or a full~~balance ~~retrospective~~sheets ~~basis.~~as ~~The adoption~~ of ~~ASU~~March ~~2020-06 on July 1~~31, ~~2022~~2024 ~~did~~and ~~not~~June ~~have~~30, a2023, ~~material effect on the Company’s unaudited condensed financial statements~~respectively.

~~Management~~The Company ~~does~~recognizes ~~not~~changes ~~believe~~in ~~that~~redemption ~~any~~value ~~other~~immediately ~~recently~~as they occur and adjusts the carrying value of Class A Ordinary Shares ~~issued,~~to ~~but~~equal ~~not~~the ~~yet~~redemption ~~effective,~~value ~~accounting~~at ~~pronouncements,~~the ifend ~~currently~~of ~~adopted,~~each ~~would~~reporting ~~have~~period. aIncreases ~~material~~or ~~effect~~decreases onin the ~~Company’s~~carrying ~~unaudited~~amount of redeemable Class A ~~condensed~~Ordinary ~~financial~~Shares ~~statements~~are affected by charges against additional paid in capital and accumulated deficit.

~~NOTE~~As of 3March —31, 2024 and June 30, 2023, the amount of Class ~~INITIAL~~A ~~PUBLIC~~Ordinary ~~OFFERING~~Shares reflected on the balance sheet are reconciled in the following table:

On February 2, 2022, the Company consummated the Initial Public Offering of 9,200,000 Public Units (including 1,200,000 Public Units issued upon the full exercise of the over-allotment option). Each Public Unit consists of one Class A Ordinary Share, one-half of one redeemable Public Warrants, each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, and one Public Right, each one Public Right entitling the holder thereof to exchange for one-tenth of one Class A Ordinary Share upon the completion of the Company’s initial Business Combination. The Public Units were sold at an offering price of $10.00 per unit, generating gross proceeds of $92,000,000 on February 2, 2022.

Class A ordinary shares subject to possible redemption, June 30, 2022	$	93,054,401
Less:
Redemptions of Class A ordinary shares		(27,406,155	)
Plus:
Re-measurement adjustment on redeemable ordinary shares		4,538,315
Class A ordinary shares subject to possible redemption, June 30, 2023		70,186,561
Less:
Redemptions of Class A ordinary shares		(29,305,912	)
Plus:
Re-measurement adjustment on redeemable ordinary shares		2,152,125
Class A ordinary shares subject to possible redemption, March 31, 2024	$	43,032,774

~~NOTE~~● ~~4 — PRIVATE PLACEMENT~~Warrants

~~Simultaneously~~The Company ~~with~~accounts ~~the~~for ~~closing~~warrants ofas ~~the~~either ~~Initial~~equity-classified ~~Public Offering,~~or ~~the~~liability-classified ~~Company~~instruments ~~completed~~based ~~the~~on ~~private~~an ~~sale~~assessment of ~~424,480~~the ~~Private~~warrant’s specific ~~Units,~~terms ~~including~~and ~~378,480~~applicable ~~Private~~authoritative ~~Units~~guidance toin ~~the~~Financial ~~Sponsor,~~Accounting ~~and~~Standards ~~46,000 Private~~Board ~~Units~~(“FASB”) toASC ~~Maxim~~480, ~~the~~Distinguishing Liabilities ~~representative~~from ofEquity ~~the~~(“ASC 480”) ~~several~~and ~~underwriters~~ASC 815, ~~respectively.~~Derivatives ~~Each~~and ~~Private~~Hedging ~~Unit~~(“ASC 815”). ~~consists~~The ofassessment considers ~~one~~whether ~~Class~~the Awarrants ~~Ordinary Share,~~are ~~one-half~~freestanding offinancial ~~one~~instruments ~~Private~~pursuant ~~Warrant~~to ASC 480, ~~and~~meet ~~one~~the ~~Private~~definition ~~Right.~~of ~~The~~a ~~Private~~liability ~~Units~~pursuant to ~~were~~ASC 480, ~~sold~~and atwhether athe ~~purchase~~warrants ~~price~~meet all of ~~$10.00~~the ~~per~~requirements ~~Private~~for ~~Unit~~equity classification under ASC 815, including whether ~~generating~~the ~~gross~~warrants ~~proceeds~~are indexed to the Company’s ofown ~~$4,244,800.~~ordinary ~~The~~shares ~~Private~~and ~~Units~~whether ~~are identical to~~ the ~~Public~~warrant ~~Units~~holders ~~sold~~could inpotentially ~~the~~require ~~Initial Public~~“net ~~Offering,~~cash ~~except~~settlement” ~~that~~in ~~the~~a ~~holders~~circumstance outside of the ~~Private~~Company’s ~~Units~~control, ~~have~~among ~~agreed~~other ~~not~~conditions tofor ~~transfer~~equity classification. This assessment, ~~assign~~which orrequires ~~sell~~the ~~any~~use of ~~the~~professional ~~Private~~judgment, ~~Units~~is ~~and~~conducted at the ~~underlying securities~~time ~~(except~~of towarrant ~~certain~~issuance ~~permitted~~and ~~transferees)~~as ~~until~~of ~~the~~each ~~completion~~subsequent ofquarterly period ~~the~~end ~~Company’s~~date ~~initial~~while ~~Business~~the ~~Combination~~warrants are outstanding.

15For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. The Company determined that upon further review of the warrant agreements, the Company concluded that its warrants qualify for equity accounting treatment.

~~BLUE~~● ~~WORLD ACQUISITION~~Convertible ~~CORPORATION~~Promissory Note

~~NOTES~~The Company TOaccounts ~~UNAUDITED~~for its convertible promissory notes as debt (liability) on the balance sheet based on an assessment of the embedded ~~CONDENSED~~conversion ~~FINANCIAL~~feature ~~STATEMENTS~~(see Note 5 — Related Party Transactions) and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). The assessment considers the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.

~~NOTE 5 — PROMISSORY NOTES~~16

~~On December 4, 2023 and December 26, 2023, the Company~~BLUE ~~had~~WORLD ~~issued~~ACQUISITION ~~two unsecured promissory notes to Fuji Solar (“Fuji Extension Notes”) for the payment of Extension Fees in the total principal amount of $90,000.~~CORPORATION

~~On December 28, 2023, pursuant to the Merger Agreement,~~NOTES ~~the~~TO ~~Company~~UNAUDITED ~~issued~~CONDENSED anFINANCIAL unsecured promissory note in the principal amount of $33,333 to Fuji Solar (“Fuji Expenses Note” and together with Fuji Extension Notes, collectively, the “Fuji Notes”) in connection with Fuji Solar’s advancement of one-third (1/3) of the Valuation Firm Expenses in connection with transactions contemplated by the Merger Agreement. The Company received the principal amount of $33,333 of the Fuji Expenses Note on January 19, 2024.STATEMENTS

~~The~~● ~~payees~~Income of the Fuji Notes, respectively, have the right, but not the obligation, to convert the Fuji Notes, in whole or in part, respectively, into private units (the “Conversion Units”), 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 in the prospectus of the Company (File Number 333-261585), by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Business Combination. The number of Conversion Units to be received by such 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.taxes

AsIncome taxes are determined in accordance with the provisions of ~~December~~ASC 31Topic 740, ~~2023~~“Income ~~and~~Taxes” ~~June~~(“ASC 740”). Under ~~30,~~this ~~2023~~method, deferred tax assets and liabilities are recognized for the ~~Company~~future tax consequences attributable to differences between ~~had~~the ~~borrowings~~financial statement carrying amounts of ~~$90,000~~existing assets and $0liabilities ~~under~~and ~~the~~their ~~Fuji~~respective ~~Notes,~~tax ~~respectively~~basis.

~~NOTE~~Deferred tax 6assets —and liabilities are measured using enacted income tax rates expected to apply to taxable income in the ~~RELATED~~years ~~PARTY~~in ~~TRANSACTIONS~~which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

~~Founder~~ASC 740 prescribes ~~Shares~~a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and June 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

OnThe Company’s ~~August 5,~~tax ~~2021,~~provision ~~the~~is ~~Sponsor~~zero ~~acquired~~for ~~2,300,000 Class B~~the ~~ordinary~~three ~~shares,~~and ~~par~~nine ~~value~~months ~~$0.0001~~ended ~~per~~March ~~share~~31, ~~(“Founder~~2024 ~~Shares”)~~and ~~for an aggregate purchase price of $25,000~~2023.

AsThe Company ofis ~~December~~considered ~~31,~~to ~~2023~~be ~~and~~an ~~2022,~~exempted ~~there~~Cayman ~~were~~Islands 2company,~~300,000 Founder~~ ~~Shares issued~~ and ~~outstanding.~~is ~~The~~presently ~~aggregate~~not ~~capital~~subject ~~contribution~~to ~~was~~income ~~$25,000,~~taxes or ~~approximately~~income ~~$0.01~~tax ~~per~~filing ~~share~~requirements in the Cayman Islands or the United States.

~~Simultaneously~~● ~~with~~Concentration ~~the effectiveness~~ of ~~the~~Credit registration statement and closing of the Initial Public Offering (including the full exercise of over-allotment option), the Sponsor transferred 10,000 Founder Shares to each of Messrs. Alfred “Trey” Hickey and Buhdy Sin Swee Bok at the same price originally paid by the Sponsor for such shares, pursuant to a certain securities transfer agreement (the “Securities Transfer Agreement”) dated January 31, 2022 among the Company, the transferees and the Sponsor. The transfer was considered to be part of the transferees’ compensation to become the Company’s independent directors. The transfer of the Founders Shares to the Company’s independent directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).Risk

~~Due~~Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of March 31, 2024 and June 30, 2023, the ~~Related~~Company has ~~Parties~~not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

~~From~~● ~~time~~Fair tovalue ~~time, Mr. Liang Shi, the Company’s Director, Chief Executive Officer, Secretary and Chairman, would incur travel costs to search for targets. As~~ of ~~December~~financial ~~31, 2023 and June 30, 2023, due to Mr. Liang Shi amounted to $3,558 and $3,504, respectively.~~instrument

~~Promissory~~The fair ~~Notes — Related~~value ~~Party~~of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

InFair value ~~order~~is todefined ~~meet~~as the ~~Company’s~~price ~~working~~that ~~capital needs~~would ~~following~~be ~~the~~received ~~consummation~~for sale of ~~the~~an ~~Initial~~asset ~~Public~~or ~~Offering,~~paid ~~the~~for ~~Sponsor~~transfer of a liability, ~~officers~~in ~~and~~an ~~directors~~orderly ortransaction between ~~their~~market ~~affiliates~~participants ~~may,~~at ~~but~~the ~~are not~~measurement ~~obligated~~date. ~~to,~~GAAP ~~loan~~establishes ~~the~~a ~~Company~~three-tier ~~funds~~fair value hierarchy, ~~from~~which ~~time~~prioritizes tothe ~~time~~inputs used orin atmeasuring ~~any~~fair ~~time,~~value. inThe ~~whatever~~hierarchy ~~amount~~gives ~~they~~the ~~deem~~highest ~~reasonable~~priority to unadjusted quoted prices in ~~their~~active ~~sole~~markets ~~discretion~~for identical assets or liabilities (Level 1 measurements) and the ~~“Working~~lowest ~~Capital~~priority ~~Loans”~~to unobservable inputs (Level 3 measurements). ~~Each~~The ~~loan~~Company’s ~~would~~financial instruments beare ~~evidenced~~classified byas aeither ~~promissory~~Level ~~note~~1, Level 2 or Level 3. These tiers include:

In- ~~November~~Level ~~2022~~1, ~~July~~defined ~~2023~~as ~~and~~observable ~~November~~inputs ~~2023,~~such ~~the Company~~as ~~had~~quoted ~~issued~~prices ~~a total of three unsecure promissory notes~~ (~~the~~unadjusted) ~~“Sponsor~~for ~~Working~~identical ~~Capital~~instruments ~~Notes”)~~ in ~~the~~active total principal amount of $770,000 to the Sponsor. The proceeds of the Sponsor Working Capital Notes may be drawn down from time to time until the Company consummates its initial business combination, will be used as general working capital purposes. markets;

~~From~~- ~~January~~Level ~~2023 to December 2023~~2, ~~the~~defined ~~Company~~as ~~had issued~~inputs aother ~~total~~than ofquoted ~~nine~~prices ~~unsecured promissory notes (the “Sponsor Extension Notes”)~~ in ~~the~~active ~~total~~markets ~~principal~~that ~~amount~~are ofeither ~~$1,638,648 to~~directly ~~the~~or ~~Sponsor~~indirectly inobservable ~~connection~~such ~~with~~as ~~the~~quoted ~~extension~~prices offor ~~the~~similar ~~Company’s~~instruments ~~timeline~~in toactive ~~compete~~markets ~~its~~or ~~initial~~quoted ~~Business~~prices ~~Combination. The proceeds of the Sponsor Extension Notes was deposited into the Company’s Trust Account~~ for ~~the~~identical ~~public~~or ~~shareholders,~~similar ~~which~~instruments ~~enables~~in ~~the~~markets ~~Company to~~that ~~extend~~are ~~the~~not ~~period~~active; ~~of time it has to consummate its initial Business Combination.~~and

16- Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~BLUE WORLD ACQUISITION CORPORATION~~17

~~NOTES TO UNAUDITED~~BLUE ~~CONDENSED~~WORLD ~~FINANCIAL~~ACQUISITION ~~STATEMENTS~~CORPORATION

~~The Sponsor Extension Notes together with the Sponsor~~NOTES ~~Working~~TO ~~Capital~~UNAUDITED ~~Notes~~CONDENSED ~~(collectively~~FINANCIAL ~~refer herein as “Sponsor Promissory Notes”) issued to the Sponsor have the same payment and conversion term as discussed below.~~STATEMENTS

~~The~~● ~~Sponsor~~Recent ~~Promissory~~accounting Notes bear no interest and is payable in full upon the earlier to occur of (i) the consummation of the Business Combination or (ii) the date of expiry of the term of the Company (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 the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Sponsor Promissory Notes may be accelerated.pronouncements

~~The~~In August 2020, ~~payee~~the ofFASB issued a new standard (ASU 2020-06) to reduce the ~~Sponsor~~complexity ~~Promissory~~of ~~Notes~~accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the ~~Sponsor,~~changes ~~has~~are ~~the~~a ~~right,~~trade-off between ~~but~~simplifications ~~not~~in the ~~obligation,~~accounting model (no separation of an “equity” component to ~~convert~~impute ~~the~~a ~~Sponsor~~market ~~Promissory~~interest ~~Notes~~rate, inand ~~whole~~simpler analysis orof inembedded ~~part,~~equity ~~respectively,~~features) ~~into~~and ~~Conversion~~a ~~Units~~potentially adverse impact to diluted earnings per share by requiring the use of the ~~Company,~~if-converted ~~each~~method. ~~consisting~~The ofnew ~~one~~standard ~~Class~~will Aalso ~~Ordinary~~impact ~~Share~~other financial instruments commonly issued by both public and private companies. For example, the ~~one-half~~separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of ~~one~~convertible ~~warrant,~~debt and ~~one~~convertible preferred ~~right~~stock. Also, certain specific requirements to ~~receive~~achieve ~~one-tenth~~equity (1classification and/~~10)~~or ofqualify ~~one~~for ~~Class~~the Aderivative ~~Ordinary~~scope exception ~~Share~~for ~~upon~~contracts ~~the~~indexed ~~consummation~~to ofan aentity’s ~~Business~~own ~~Combination~~equity are removed, asenabling ~~described~~more infreestanding ~~the~~instruments ~~prospectus~~and ofembedded ~~the~~features ~~Company~~to avoid mark-to-market accounting. The new standard is effective for companies that are SEC filers (~~File~~except ~~Number~~for ~~333-261585),~~smaller byreporting ~~providing~~companies) for ~~the~~fiscal years ~~Company~~beginning ~~with~~after ~~written~~December 15, ~~notice~~2021 ofand ~~the~~interim ~~intention~~periods towithin ~~convert~~that atyear, ~~least~~and two years ~~business~~later ~~days~~for ~~prior~~other tocompanies. Companies ~~the~~can ~~closing~~early ofadopt the ~~Business~~standard ~~Combination. The~~at ~~number~~the start of ~~Conversion~~a ~~Units~~fiscal toyear bebeginning ~~received~~after byDecember 15, ~~the~~2020. ~~Sponsor~~The instandard ~~connection~~can ~~with~~either be ~~such~~adopted ~~conversion~~on ~~shall~~a bemodified anretrospective ~~amount~~or ~~determined~~a byfull ~~dividing (x)~~retrospective ~~the~~basis. ~~sum~~The adoption of ~~the~~ASU ~~outstanding~~2020-06 ~~principal~~on ~~amount~~July ~~payable~~1, to2022 ~~such~~did ~~Payee~~not byhave ~~(y)~~a ~~$10~~material effect on the Company’s unaudited condensed financial statements.~~00.~~

AsIn of December 312023, ~~2023~~the ~~and~~FASB ~~June~~issued ~~30,~~ASU 2023-09, ~~the~~Income ~~Company~~Taxes (Topic ~~had~~740): ~~borrowings~~Improvements ofto $2Income Tax Disclosures (ASU 2023-09),~~402,085~~ which requires disclosures of incremental income tax information within the rate reconciliation and $1expanded disclosures of income taxes paid,~~872,085~~ ~~under~~among other disclosure requirements. ASU 2023-09 is effective for the fiscal ~~Sponsor~~year ~~Promissory~~beginning ~~Notes~~after December 15, ~~respectively~~2024. Early adoption is permitted. The Company does not believe the adoption of ASU 2023-09 will have a material impact on its unaudited condensed financial statements and disclosures.

~~Administrative~~Management does ~~Services~~not ~~Agreement~~believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

~~The Company is obligated, commencing from the effective~~NOTE ~~date~~3 of— INITIAL ~~the~~PUBLIC Initial Public Offering to pay the Sponsor, a monthly fee of $10,000 for general and administrative services. This agreement was signed by the Company and the Sponsor on January 31, 2022 and it will terminate upon completion of the Company’s Business Combination or the liquidation of the Trust Account to public shareholders. The Company has recognized operating costs under the Administrative Services Agreement in the amount of $30,000 in each of the three months ended December 31, 2023 and 2022 and in the amount of $60,000 in each of the six months ended December 31, 2023 and 2022. As of December 31, 2023 and June 30, 2023, the Company had $60,000 and $60,000, respectively, accrued under the Administrative Services Agreement due to the Sponsor.OFFERING

~~NOTE~~On February 72, ~~— SHAREHOLDERS~~2022, the Company consummated the Initial Public Offering of 9,200,000 Public Units (including 1,200,000 Public Units issued upon the full exercise of the over-allotment option). Each Public Unit consists of one Class A Ordinary Share, one-half of one redeemable Public Warrants, each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, and one Public Right, each one Public Right entitling the holder thereof to exchange for one-tenth of one Class A Ordinary Share upon the completion of the Company’s ~~EQUITY~~initial Business Combination. The Public Units were sold at an offering price of $10.00 per unit, generating gross proceeds of $92,000,000 on February 2, 2022.

~~Preference~~NOTE 4 ~~Shares~~ — ~~The~~PRIVATE ~~Company is authorized to issue 10,000,000 preference shares with a par value of $0.0001 per share. As of December 31, 2023 and June 30, 2023, there were no preference shares issued or outstanding.~~PLACEMENT

~~Class A~~Simultaneously with ~~Ordinary~~the ~~Shares — The~~ closing of the Initial Public Offering, the Company iscompleted ~~authorized~~the private sale of 424,480 Private Units, including 378,480 Private Units to ~~issue~~the ~~470~~Sponsor,~~000~~ and 46,000 Private Units to Maxim, the representative of the several underwriters, respectively. Each Private Unit consists of one Class A Ordinary ~~Shares~~Share, ~~with~~one-half aof ~~par~~one ~~value~~Private Warrant, and one Private Right. The Private Units were sold at a purchase price of $010.~~0001~~00 per ~~share.~~Private AsUnit, ofgenerating ~~December~~gross 31proceeds to the Company of $4,244,800. ~~2023~~The Private Units are identical to the Public ~~and~~Units ~~June~~sold ~~30,~~in ~~2023,~~the ~~there~~Initial ~~were~~Public ~~464~~Offering,~~480~~ ~~Class A~~except ~~Ordinary~~that ~~Shares~~the ~~issued~~holders ~~and~~of ~~outstanding,~~the ~~excluding~~Private ~~3,837,766~~Units ~~shares~~have ~~and~~agreed ~~6,587,231~~not ~~shares~~to transfer, assign or sell any ~~respectively,~~of ~~subject~~the Private Units and the underlying securities (except to ~~possible~~certain ~~redemption~~permitted transferees) until the completion of the Company’s initial Business Combination.

~~Class B Ordinary Shares — The~~NOTE ~~Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On August~~ 5, ~~2021, the Company issued 2,300,000 Class~~— BPROMISSORY ordinary shares. Of the 2,300,000 Class B ordinary shares outstanding, an aggregate of up to 300,000 shares are subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriter’s over-allotment option is not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (assuming they do not purchase any units in the Initial Public Offering and excluding the Class A Ordinary Shares underlying the Private Units). If the Company increases or decreases the size of the Initial Public Offering, it will effect a share dividend or a share contribution back to capital or other appropriate mechanism, as applicable, with respect to Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of the initial shareholders at 20% of the issued and outstanding ordinary shares of the Company upon the consummation of the Initial Public Offering (assuming they do not purchase Units in the Initial Public Offering and excluding the Private Shares). As a result of the underwriters’ election to fully exercise their over-allotment option on February 2, 2022, no Class B ordinary shares are currently subject to forfeiture.NOTES

17On December 4, 2023, December 26, 2023, February 6, 2024 the Company had issued three unsecured promissory notes to Fuji Solar (“Fuji Extension Notes”) for the payment of Extension Fees in the total principal amount of $150,000.

~~BLUE WORLD ACQUISITION CORPORATION~~18

~~NOTES TO UNAUDITED~~BLUE ~~CONDENSED~~WORLD ~~FINANCIAL~~ACQUISITION ~~STATEMENTS~~CORPORATION

~~Rights~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~As of~~ On December 3128, 2023 ~~and June 30~~, ~~2023,~~pursuant ~~there~~to ~~were 9,200,000 Public~~the ~~Rights~~Merger ~~and 424~~Agreement,~~480~~ ~~Private Rights outstanding. Except in cases where~~ the Company isissued ~~not~~an ~~the~~unsecured ~~surviving~~promissory ~~company~~note in athe ~~Business Combination,~~principal ~~each~~amount ~~holder~~ of ~~a Public Right will automatically receive one-tenth (1/10) of one Class A Ordinary Share upon consummation of a Business Combination~~$33, ~~even if the holder of a Public Right redeemed all Class A Ordinary Shares held by him, her or it in connection~~333 ~~with a Business Combination or an amendment~~ to ~~the~~Fuji ~~Company’s~~Solar ~~Amended~~(“Fuji ~~and~~Expenses ~~Restated~~Note” ~~Memorandum~~ and ~~Articles~~together ~~of Association~~ with ~~respect to~~Fuji ~~its~~Extension ~~pre-business combination activities. In the event the Company will not be the surviving company upon completion of the initial Business Combination~~Notes, ~~each registered holder of a right will be required to affirmatively redeem his~~collectively, ~~her~~the or“Fuji ~~its~~Notes”) ~~rights~~ in ~~order to receive~~ ~~the~~connection ~~kind~~with ~~and~~Fuji ~~amount~~Solar’s ofadvancement ~~securities or properties~~ of ~~the surviving company that the~~ one-~~tenth~~third (1/103) of ~~one Class A Ordinary Share underlying each right is entitled to upon consummation of~~ the ~~Business~~Valuation ~~Combination.~~Firm NoExpenses ~~additional consideration will be required to be paid by a holder of Public Rights~~ in ~~order~~connection towith ~~receive~~transactions ~~his, her or its additional ordinary shares upon consummation of a Business Combination. The~~contemplated ~~shares issuable upon exchange of the rights will be freely tradable (except to the extent held~~ by ~~affiliates of~~ the ~~Company).~~Merger If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of Public Rights to receive the same per share consideration the holders of Class A Ordinary Shares will receive in the transaction on an as-converted into ordinary shares basisAgreement.

The ~~Company will not issue fractional shares in connection~~ ~~with~~payees anof ~~exchange~~the ofFuji ~~Public~~Notes, ~~Rights.~~respectively, ~~Fractional~~have ~~shares~~the ~~will~~right, ~~either~~but benot ~~rounded~~the ~~down~~obligation, to convert the ~~nearest~~Fuji ~~whole~~Notes, ~~share~~in whole or ~~otherwise~~in ~~addressed~~part, inrespectively, ~~accordance~~into ~~with~~private ~~the~~units ~~applicable provisions of~~ (the ~~Companies~~“Conversion ~~Act~~Units”), ~~and~~each ~~any~~consisting ~~other~~of ~~applicable.~~one AsClass aA ~~result~~ordinary share, ~~the~~one-half ~~holders~~ of ~~the~~one ~~Public~~warrant, ~~Rights~~and ~~must~~one ~~hold~~right ~~rights~~to inreceive ~~multiples~~one-tenth of (1/10) inof ~~order~~one toClass ~~receive~~A ~~shares~~ordinary ~~for~~share ~~all~~upon of the ~~holders’~~consummation ~~rights upon closing~~ of a Business Combination~~. If~~, ~~the~~as ~~Company~~described isin in ~~unable to complete a Business Combination within~~ the ~~Combination~~prospectus ~~Period~~of ~~and~~ the Company ~~liquidates~~(File ~~the~~Number ~~funds held in the Trust Account~~333-261585), ~~holders~~by ofproviding ~~Public~~the ~~Rights~~Company ~~will~~with ~~not~~written ~~receive~~notice ~~any~~ of ~~such~~the ~~funds~~intention ~~with respect~~ to ~~their~~convert ~~Public~~at least ~~Rights,~~two ~~nor~~business ~~will~~days ~~they~~prior ~~receive any~~to ~~distribution~~the ~~from~~closing of the ~~Company’s~~Business ~~assets~~Combination. ~~held~~The ~~outside~~number of ~~the~~Conversion ~~Trust~~Units ~~Account~~to ~~with~~be ~~respect~~received toby such ~~Public Rights, and the Public~~payee ~~Rights~~in ~~will~~connection ~~expire~~with ~~worthless.~~such ~~Further,~~conversion ~~there~~shall ~~are~~be noan ~~contractual~~amount ~~penalties~~determined ~~for~~by ~~failure~~dividing to(x) ~~deliver securities to~~ the ~~holders~~sum of the ~~Public Rights~~outstanding ~~upon~~principal ~~consummation~~amount ~~of a Business Combination. Additionally, in no event will the Company be required~~ payable to ~~net~~such ~~cash~~payee ~~settle~~by ~~the~~(y) ~~rights~~$10. ~~Accordingly, the rights may expire worthless~~00.

~~Redeemable~~As of ~~Warrants~~March 31, 2024 and June 30, 2023, the Company had borrowings of $183,333 and $0 under the Fuji Notes, respectively.

~~As of December 31, 2023 and June 30, 2023, there were 4,600,000~~NOTE ~~Public~~6 ~~Warrants and~~— ~~212,240~~RELATED ~~Private~~PARTY Warrants outstanding. Each whole redeemable warrant entitles the registered holder to purchase one Class A Ordinary Shares at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of the thirty (30) days after the completion of an initial Business Combination and one (1) year from the consummation of the Initial Public Offering. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. However, except as set forth below, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants and a current prospectus relating to such Class A Ordinary Shares. Notwithstanding the foregoing, if a registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants is not effective within 90 days from the consummation of the Company’s initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire five years from the consummation of the Initial Public Offering at 5:00 p.m., Eastern Standard Time.TRANSACTIONS

18Founder Shares

~~BLUE~~On ~~WORLD~~August 5, 2021, the Sponsor acquired 2,300,000 ~~ACQUISITION~~Class B ~~CORPORATION~~ordinary shares, par value $0.0001 per share (such Class B ordinary shares and the Class A Ordinary Shares issuable upon the conversion of such Class B ordinary shares, collectively, the “Founder Shares”) for an aggregate purchase price of $25,000.

~~NOTES~~As TOof ~~UNAUDITED~~March 31, 2024 and June 30, 2023, there ~~CONDENSED~~were ~~FINANCIAL~~2,300,000 ~~STATEMENTS~~Founder Shares issued and outstanding, including 700,000 Class A Ordinary Shares converted from Class B ordinary shares and 1,600,000 Class B ordinary shares. The aggregate capital contribution was $25,000, or approximately $0.01 per share. On January 17, 2024, 700,000 Class B ordinary shares held by two shareholders, the Sponsor and Fuji Solar, were converted into the same number of Class A Ordinary Shares.

~~The~~Simultaneously with ~~Company~~the ~~may~~effectiveness ~~call~~of the ~~warrants~~registration ~~for~~statement ~~redemption~~and closing of the Initial Public Offering (~~excluding~~ including the ~~private~~full ~~warrants~~exercise of over-allotment option), inthe ~~whole~~Sponsor transferred 10,000 Founder Shares to each of Messrs. Alfred “Trey” Hickey and ~~not~~Buhdy inSin ~~part,~~Swee Bok at the asame price originally paid by the Sponsor for such shares, pursuant to a certain securities transfer agreement (the “Securities Transfer Agreement”) dated January 31, 2022 among the Company, the transferees and the Sponsor. The transfer was considered to be part of $0the transferees’ compensation to become the Company’s independent directors.01 ~~per~~The ~~warrant:~~transfer of the Founders Shares to the Company’s independent directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

●Due to Related ~~at any time while the warrants are exercisable,~~Parties

●From time ~~upon~~to ~~not~~time, ~~less~~Mr. ~~than~~Liang 30Shi, ~~days~~the Company’s ~~prior~~Director, ~~written~~Chief ~~notice~~Executive Officer, Secretary and Chairman, would incur travel costs to search for targets. As of ~~redemption~~March 31, 2024 and June 30, 2023, due to ~~each~~Mr. ~~warrant~~Liang ~~holder~~Shi amounted to $4,228 and $3,504, respectively.

●Promissory Notes — Related if, and only if, the reported last sale price of the Class A Ordinary Shares equals or exceeds $16.50 per share (as adjusted for share dividends, share splits, share aggregation, extraordinary dividends, reorganizations, recapitalizations and the like), for any 20 trading days within any 30-trading day period commencing after the warrant become exercisable and ending one the third trading day prior to the date on which notice of redemption is given to warrant holders (the “Force-Call Provision”), andParty

●In order ~~if,~~to ~~and~~meet ~~only~~the ifCompany’s working capital needs following the consummation of the Initial Public Offering, ~~there~~the isSponsor, aofficers and ~~current~~directors ~~registration~~or ~~statement~~their inaffiliates ~~effect~~may, ~~with~~but ~~respect~~are not obligated to, loan the ~~Class~~Company Afunds, ~~Ordinary~~from ~~Shares~~time ~~underlying~~to ~~such~~time ~~warrants~~or at ~~the~~any time, ofin ~~redemption~~whatever amount ~~and~~they ~~for~~deem ~~the~~reasonable ~~entire~~in ~~30-days~~their ~~trading~~sole ~~period~~discretion ~~referred~~(the to“Working ~~above~~Capital ~~and~~Loans”). ~~continuing~~Each ~~each~~loan ~~day~~would ~~thereafter~~be ~~until~~evidenced ~~the~~by ~~date~~a ~~of redemption~~promissory note.

~~The~~In November ~~right~~2022, toJuly ~~exercise~~2023 ~~will~~and beNovember ~~forfeited~~2023, ~~unless~~ the ~~warrants~~ ~~are~~Company ~~exercised~~had ~~prior~~issued toa total of three unsecure promissory notes (the ~~date~~“Sponsor ~~specified~~Working Capital Notes”) in the ~~notice~~total ofprincipal ~~redemption.~~amount Onof ~~and~~$770,000 ~~after~~to the ~~redemption~~Sponsor. ~~date,~~The aproceeds ~~record~~of ~~holder~~the ofSponsor ~~a warrant~~Working ~~will~~Capital ~~have~~Notes nomay be ~~further~~drawn ~~rights~~down ~~except~~from time to ~~receive~~time until the ~~redemption~~Company ~~price~~consummates ~~for~~its ~~such~~initial ~~holder’s~~business ~~warrant~~combination, will ~~upon~~be ~~surrender~~used ofas ~~such~~general ~~warrant~~working capital purposes.

~~The~~From January ~~redemption~~2023 ~~criteria~~to ~~for~~March 2024, the Company’s ~~warrants have~~had ~~been~~issued ~~established~~a attotal aof ~~price~~ten ~~which~~unsecured ispromissory ~~intended~~notes to(the ~~provide~~“Sponsor ~~warrant~~Extension ~~holders~~Notes”) in athe ~~reasonable~~total ~~premium~~principal amount of $1,698,648 to the ~~initial~~Sponsor ~~exercise~~in ~~price~~connection ~~and~~with ~~provide a~~the ~~sufficient~~extension ~~differential~~of ~~between~~ the ~~then-prevailing~~Company’s ~~share~~timeline ~~price~~to ~~and~~compete its ~~the~~initial ~~warrant~~Business ~~exercise~~Combination. ~~price~~The soproceeds ~~that~~of if the ~~share~~Sponsor ~~price~~Extension ~~declines~~Notes ~~as a~~was ~~result~~deposited ofinto the Company’s ~~redemption~~Trust ~~call,~~Account for the ~~redemption~~public ~~will~~shareholders, ~~not~~which ~~cause~~enables the ~~share~~Company ~~price~~ to ~~drop~~extend ~~below~~ the ~~exercise~~period ~~price~~ of ~~the warrants~~time it has to consummate its initial Business Combination.

~~If the Company call the warrants for redemption as~~The ~~described~~Sponsor ~~above,~~Extension ~~its~~Notes ~~management~~together ~~will~~with ~~have~~ the ~~option~~Sponsor toWorking ~~require~~Capital ~~all~~Notes holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (~~x) the~~collectively ~~product~~refer ofherein ~~the~~as ~~number of Class A Ordinary Shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the~~ “~~fair~~Sponsor ~~market~~Promissory ~~value~~Notes” ~~(defined below~~) ~~by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class Ordinary~~ ~~Shares~~issued ~~for the 10 trading days ending on the third trading day prior~~ to the ~~date~~Sponsor onhave ~~which~~ the ~~notice~~same ofpayment ~~redemption~~and isconversion ~~sent~~term ~~to the~~as ~~holders~~discussed ~~of warrants~~below.

Whether the Company will exercise its option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of its Class A Ordinary Shares at the time the warrants are called for redemption, its cash needs at such time and concerns regarding dilutive share issuances.19

~~In addition, if the Company (a) issues additional~~BLUE ~~Class A~~WORLD ~~Ordinary~~ACQUISITION Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s initial shareholders or their affiliates, without taking into account any Class B ordinary shares issued prior to the offering and held by the initial shareholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of its initial Business Combination on the date of the consummation of its initial Business Combination (net of redemptions), and (c) the volume weighted average trading price of the Company’s Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the date of the consummation of the Company’s initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $16.50 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.CORPORATION

19NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~BLUE~~The Sponsor ~~WORLD~~Promissory Notes bear no interest and is payable in full upon the earlier to occur of (i) the consummation of the Business Combination ~~ACQUISITION~~or ~~CORPORATION~~(ii) the date of expiry of the term of the Company (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 the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Sponsor Promissory Notes may be accelerated.

~~NOTES~~The payee TOof ~~UNAUDITED~~the Sponsor Promissory Notes, the Sponsor, has the right, but not the obligation, to convert the Sponsor Promissory Notes, in ~~CONDENSED~~whole ~~FINANCIAL~~or ~~STATEMENTS~~in part, respectively, into Conversion Units of the Company, 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 Company (File Number 333-261585), by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Business Combination. The number of Conversion Units to be received by the Sponsor 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 warrants may be exercised upon surrender of the~~As ~~warrant certificate on or prior to the expiration date at the offices~~ of ~~the~~March ~~warrant agent~~31, ~~with~~2024 ~~the exercise form on the reverse side of the warrant certificate completed~~ and ~~executed~~June ~~as indicated~~30, ~~accompanied by full payment of the exercise price~~2023, ~~by certified or official bank check payable to~~ the Company, ~~for~~had ~~the~~borrowings ~~number~~ of ~~warrants~~$2,462,173 ~~being exercised. The warrant holders do not have the rights or privileges of holders of Class A Ordinary Shares~~ and ~~any~~$1,872,085 ~~voting~~under ~~rights until they exercise their warrants and receive Class A Ordinary Shares. After~~ the ~~issuance~~Sponsor ofPromissory ~~Class A Ordinary Shares upon exercise of the warrants~~Notes, ~~each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders~~respectively.

~~The Private Warrants have terms and provisions that~~Administrative ~~are~~Services identical to those of the Public Warrants being sold as part of the Public Units in the Initial Public Offering except that the Private Warrants will be entitled to registration rights. The Private Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Warrants) will not be transferable, assignable or saleable until the completion of the Company’s initial Business Combination except to permitted transferees, subject to certain exceptions.Agreement

~~NOTE~~The Company 8is ~~— COMMITMENTS~~obligated, ~~AND~~commencing ~~CONTINGENCIES~~from the effective date of the Initial Public Offering to pay the Sponsor, a monthly fee of $10,000 for general and administrative services. This agreement was signed by the Company and the Sponsor on January 31, 2022 and it will terminate upon completion of the Company’s Business Combination or the liquidation of the Trust Account to public shareholders. The Company has recognized operating costs under the Administrative Services Agreement in the amount of $30,000 in each of the three months ended March 31, 2024 and 2023 and in the amount of $90,000 in each of the nine months ended March 31, 2024 and 2023. As of March 31, 2024 and June 30, 2023, the Company had $90,000 and $60,000, respectively, accrued under the Administrative Services Agreement due to the Sponsor.

~~Registration~~NOTE 7 ~~Rights~~— SHAREHOLDERS’ EQUITY

~~The holders of the Founder~~ Preference Shares ~~issued~~— The ~~and outstanding on the date of the~~ Company’s ~~prospectus,~~is asauthorized ~~well~~to asissue ~~the holders of the Private Units (and all underlying securities) and any securities its initial shareholders~~10, ~~officers~~000,000 ~~directors~~preference orshares ~~their~~with ~~affiliates~~a ~~may~~par bevalue ~~issued in payment~~ of ~~working capital loans made to the Company, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the Initial Public Offering~~$0.0001 ~~The~~per holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrowshare. ~~The~~As ~~holders~~ of ~~a majority of the Private~~ ~~Units (and~~March ~~underlying~~31, ~~securities)~~2024 and ~~securities~~June ~~issued~~30, in2023, ~~payment~~there ofwere ~~Working~~no ~~Capital~~preference ~~Loans~~shares ~~(or~~issued ~~underlying securities)~~ or ~~extension loans can elect to exercise these registration rights at any time after the Company consummates a Business Combination~~outstanding. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Underwriting~~Conversion of ~~Agreement~~Class B Ordinary Shares to Class A Ordinary Shares

AsOn ofJanuary ~~June~~17, 302024, ~~2023~~700,000 ~~the~~Class ~~Representative~~B ~~will be entitled~~ordinary toshares aheld ~~deferred~~by ~~fee~~two ofshareholders, ~~3.5% of~~ the ~~gross~~Sponsor ~~proceeds~~and ofFuji ~~the~~Solar, ~~Initial~~were ~~Public~~converted ~~Offering,~~into orthe ~~$3,220,000~~same ~~upon~~number ~~consummation~~ of ~~the~~Class ~~Company’s initial~~A ~~Business~~Ordinary ~~Combination~~Shares.

OnClass A Ordinary ~~October~~Shares — The 2,Company ~~2023~~is authorized to issue 470,000,000 ~~the~~Class A ~~Company~~Ordinary ~~entered~~Shares ~~into~~with ana ~~amendment~~par value toof ~~the~~$0.0001 ~~underwriting~~per ~~agreement~~share. ~~dated~~As as of ~~January~~March 31, ~~2022~~2024 ~~(the~~and ~~“UA~~June ~~Amendment”)~~30, ~~with~~2023, ~~Maxim~~there inwere ~~connection~~1,164,480 ~~with~~an ~~the~~464,480 ~~transactions~~Class A Ordinary Shares issued and ~~contemplated~~outstanding, byexcluding ~~the~~3,837,766 ~~Merger~~shares ~~Agreement~~and 6,587,231 shares, respectively, subject to possible redemption.

~~Pursuant~~Class B toOrdinary ~~the~~Shares — The Company UAis ~~Amendment~~authorized to issue 20,000,000 ~~Maxim~~Class B ~~agrees~~ordinary toshares ~~convert~~with ~~the~~a ~~total~~par ~~amount~~ value of ~~its~~$0.0001 ~~deferred~~per ~~underwriting~~share. ~~commission~~On inAugust 5, 2021, the ~~amount~~Company ofissued $32,~~220~~300,000, orClass B 3ordinary shares.5% Of the 2,300,000 Class B ordinary shares outstanding, an aggregate of up to 300,000 shares are subject to forfeiture to the ~~gross~~Company ~~proceeds~~by ~~from~~the Sponsor for no consideration to the ~~Initial~~extent ~~Public~~that ~~Offering,~~the ~~into~~underwriter’s ~~322~~over-allotment option is not exercised in full or in part,~~000~~ so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares ofafter the ~~post-combination~~Initial ~~entity~~Public Offering (~~“Granted~~assuming ~~Shares”)~~they atdo ~~$10.00~~not ~~per~~purchase ~~share~~any (units in the ~~“Deferred~~Initial ~~Underwriting~~Public Offering and excluding the Class A Ordinary Shares” underlying the Private Units). If the Company increases or decreases the size of the Initial Public Offering, it will effect a share dividend or a share contribution back to capital or other appropriate mechanism, as applicable, with respect to Class B ordinary shares immediately prior to the consummation of the ~~Company’s~~offering ~~initial~~in ~~Business~~such ~~Combination.~~amount ~~The~~as ~~Company~~to maintain ~~agrees~~the toownership ~~register~~ of the ~~Deferred~~initial ~~Underwriting~~shareholders ~~Shares~~at in20% of the ~~proxy~~issued ~~statement/prospectus~~and tooutstanding beordinary ~~filed~~shares inof ~~connection~~the ~~with~~Company upon the ~~initial~~consummation of ~~Business~~the ~~Combination~~Initial ~~under~~ Public Offering (assuming they do not purchase Units in the ~~Securities~~Initial ~~Act~~Public ofOffering ~~1933,~~and asexcluding ~~amended~~the Private Shares). As Ifa result of the ~~Company~~underwriters’ ~~fails~~election to ~~register~~fully ~~such~~exercise ~~Deferred~~their ~~Underwriting~~over-allotment ~~Shares~~option on February 2, ~~Maxim~~2022, isno ~~entitled~~Class ~~for~~B upordinary shares are currently subject to ~~three~~ ~~demand~~forfeiture. ~~registration~~As ~~rights~~of March 31, 2024 and ~~unlimited~~June ~~piggyback~~30, ~~registration~~2023, ~~rights~~there ~~with~~were ~~respect~~1,600,000 toan ~~such~~2,300,000 ~~Deferred~~Class ~~Underwriting~~B ~~Shares~~ordinary shares issued and outstanding, respectively.

The settlement of the UA Amendment is representative of a share-based payment transaction in which the Company is acquiring services to be used within the Company’s operations and upon settlement agreeing to issue ordinary shares of the post-combination entity. In this case, the share settlement of the UA Amendment is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the UA Agreement executed date (the “Grant Date”). The Company used the Business Combination Merger Consideration price of $10 per share and the PIPE financing price to be sold at the consummation of the Business Combination of $10.00 per share to determine the fair value of the 322,000 Granted Shares at $3,220,000. The fair value of Granted Shares equal to the carrying value of the deferred underwriting discounts and commission as of the settlement date on October 2, 2023. Therefore, no gain or loss shall be recognized within the condensed statements of operations for the three and six months ended December 31, 2023.20

~~Representative~~BLUE WORLD ~~Shares~~ACQUISITION CORPORATION

~~The Company issued 40,000 Representative Shares to~~NOTES ~~Maxim~~TO asUNAUDITED ~~part~~CONDENSED ofFINANCIAL Representative compensation. The Representative Shares are identical to the Public Shares except that Maxim has agreed not to transfer, assign or sell any such Representative Shares until the completion of the Company’s initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period.STATEMENTS

20Rights

~~BLUE~~As of ~~WORLD~~March 31, 2024 and June 30, 2023, there were 9,200,000 Public Rights and 424,480 Private Rights outstanding. Except in cases ~~ACQUISITION~~where ~~CORPORATION~~the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-tenth (1/10) of one Class A Ordinary Share upon consummation of a Business Combination, even if the holder of a Public Right redeemed all Class A Ordinary Shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to its pre-business combination activities. In the event the Company will not be the surviving company upon completion of the initial Business Combination, each registered holder of a right will be required to affirmatively redeem his, her or its rights in order to receive the kind and amount of securities or properties of the surviving company that the one-tenth (1/10) of one Class A Ordinary Share underlying each right is entitled to upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of Public Rights in order to receive his, her or its additional ordinary shares upon consummation of a Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of Public Rights to receive the same per share consideration the holders of Class A Ordinary Shares will receive in the transaction on an as-converted into ordinary shares basis.

~~NOTES~~The Company TOwill ~~UNAUDITED~~not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down ~~CONDENSED~~to ~~FINANCIAL~~the ~~STATEMENTS~~nearest whole share or otherwise addressed in accordance with the applicable provisions of the Companies Act and any other applicable. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

~~The Representative Shares have been deemed compensation~~Redeemable by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to FINRA Rule 5110 (e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following January 31, 2022, the effective date of the Company’s registration statement except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates.Warrants

~~Right~~As of March 31, 2024 and June 30, 2023, there were 4,600,000 Public Warrants and 212,240 Private Warrants outstanding. Each whole redeemable warrant entitles the registered holder to purchase one Class A Ordinary Shares at a price of ~~First~~$11.50 ~~Refusal~~per share, subject to adjustment as discussed below, at any time commencing on the later of the thirty (30) days after the completion of an initial Business Combination and one (1) year from the consummation of the Initial Public Offering. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. However, except as set forth below, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants and a current prospectus relating to such Class A Ordinary Shares. Notwithstanding the foregoing, if a registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants is not effective within 90 days from the consummation of the Company’s initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire five years from the consummation of the Initial Public Offering at 5:00 p.m., Eastern Standard Time.

Subject to certain conditions, the Company granted Maxim, for a period of 12 months after the date of the consummation of its Business Combination, a right of first refusal to act as book running manager with at least 50% of the economics; for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the commencement of sales of the offering.21

~~NOTE~~BLUE WORLD 9ACQUISITION ~~— FAIR VALUE MEASUREMENTS~~CORPORATION

~~As of December 31, 2023 and June 30, 2023, investment~~NOTES ~~securities~~TO inUNAUDITED ~~the~~CONDENSED ~~Company’s~~FINANCIAL Trust Account consisted of a treasury securities fund in the amount of $42,400,931 and $70,186,561, respectively, which was held as money market funds. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2023 and June 30, 2023, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.STATEMENTS

December 31, 2023	Carrying Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account – Money Market Funds	$	42,400,931	$	42,400,931	$	-	$	-
Total	$	42,400,931	$	42,400,931	$	-	$	-

The Company may call the warrants for redemption (excluding the private warrants), in whole and not in part, at a price of $0.01 per warrant:

June 30, 2023	Carrying Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account – Money Market Funds	$	70,186,561	$	70,186,561	$	-	$	-
Total	$	70,186,561	$	70,186,561	$	-	$	-

●

at any time while the warrants are exercisable,

~~NOTE~~● 10upon ~~— SUBSEQUENT~~not ~~EVENTS~~less than 30 days’ prior written notice of redemption to each warrant holder,

~~The~~● ~~Company~~if, ~~evaluated~~and ~~subsequent~~only ~~events~~if, ~~and~~the ~~transactions that~~reported ~~occurred~~last ~~after~~sale price of the ~~balance~~Class ~~sheet~~A ~~date~~Ordinary upShares toequals ~~the~~or ~~date~~exceeds ~~that~~$16.50 ~~these~~per ~~unaudited~~share ~~condensed~~(as ~~financial~~adjusted ~~statements~~for ~~were~~share ~~issued.~~dividends, ~~Except~~share assplits, ~~discussed below~~share aggregation, extraordinary dividends, reorganizations, recapitalizations and the ~~Company~~like), ~~did~~for ~~not~~any ~~identify~~20 trading days within any ~~other~~30-trading ~~subsequent~~day ~~events~~period ~~that~~commencing ~~would~~after ~~have~~the ~~required~~warrant ~~adjustment~~become orexercisable ~~disclosure~~and inending one the ~~unaudited~~third ~~condensed financial~~trading ~~statements.~~day prior to the date on which notice of redemption is given to warrant holders (the “Force-Call Provision”), and

21● if, and only if, there is a current registration statement in effect with respect to the Class A Ordinary Shares underlying such warrants at the time of redemption and for the entire 30-days trading period referred to above and continuing each day thereafter until the date of redemption.

~~BLUE~~The right ~~WORLD~~to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and ~~ACQUISITION~~after ~~CORPORATION~~the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant.

~~NOTES~~The redemption TOcriteria ~~UNAUDITED~~for the Company’s warrants have been established at a price which is intended to provide warrant holders a ~~CONDENSED~~reasonable ~~FINANCIAL~~premium ~~STATEMENTS~~to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of the Company’s redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.

~~Fuji~~If the ~~Expenses~~Company ~~Note~~call the warrants for redemption as described above, its management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

OnWhether the ~~January~~Company ~~19,~~will ~~2024,~~exercise ~~the~~its ~~Company~~option ~~received~~to ~~the~~require ~~principal~~all holders to exercise their warrants on a “cashless basis” will depend ~~amount~~on ofa ~~$33,333~~variety of factors including the ~~Fuji~~price ~~Expenses~~of ~~Note.~~its ~~See~~Class A ~~Note~~Ordinary 5Shares ~~for~~at the ~~detail~~time ~~Fuji~~the ~~Expenses~~warrants ~~Note~~are called for redemption, its cash needs at such time and concerns regarding dilutive share issuances.

~~Amendment to the Trust Agreement~~ 22

~~On January 26, 2024, the Company entered into an amendment~~BLUE toWORLD ~~the~~ACQUISITION Investment Management Trust Agreement, dated January 31, 2022, as further amended on May 2, 2023 and June 30, 2023 (the “Amendment to the Trust Agreement”), by and between the Company and the Trustee. Pursuant to the Amendment to the Trust Agreement, the Company may instruct the Trustee to (i) hold the funds in the Trust Account uninvested, (ii) hold funds in an interest-bearing bank demand deposit account, or (iii) invest in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.CORPORATION

~~On January 26, 2024, in order to mitigate the risks~~NOTES ofTO ~~the~~UNAUDITED ~~Company~~CONDENSED ~~being~~FINANCIAL deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company instructed the Trustee to liquidate the U.S. government treasury obligations and money market funds held in the Trust Account by January 31, 2024, the expiry of the 24-month anniversary of the effective date of the Company’s Initial Public Offering Registration Statement, and to hold all funds in the Trust Account in cash in an interest-bearing bank demand deposit account until the earlier of consummation of the Company’s initial Business Combination or liquidation of the Company.STATEMENTS

~~Conversion~~In addition, ofif ~~Class~~the BCompany (a) issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s initial shareholders or their affiliates, without taking into account any Class B ordinary shares issued prior to the offering and held by the initial shareholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of its initial Business Combination on the date of the consummation of its initial Business Combination (net of redemptions), and (c) the volume weighted average trading price of the Company’s Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the date of the consummation of the Company’s initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $16.50 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.

OnThe warrants ~~January~~may ~~17,~~be ~~2024,~~exercised ~~700,000~~upon ~~Class~~surrender Bof ~~ordinary~~the ~~Shares~~warrant ~~held~~certificate byon ~~two~~or ~~shareholders,~~prior to the expiration date at the offices of the warrant agent, with the ~~Sponsor~~exercise form on the reverse side of the warrant certificate completed and ~~Fuji~~executed ~~Solar~~as indicated, ~~were~~accompanied ~~converted~~by ~~into~~full payment of the ~~same~~exercise price, by certified or official bank check payable to the Company, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A Ordinary Shares and any voting rights until they exercise their warrants and receive Class A Ordinary Shares. After the issuance of Class A Ordinary Shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

~~Amendment~~The Private ~~No.~~Warrants 2have terms and provisions that are identical to those of the ~~Merger~~Public ~~Agreement~~Warrants being sold as part of the Public Units in the Initial Public Offering except that the Private Warrants will be entitled to registration rights. The Private Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Warrants) will not be transferable, assignable or saleable until the completion of the Company’s initial Business Combination except to permitted transferees, subject to certain exceptions.

~~On February 6, 2024, to reflect that Fuji Solar~~NOTE ~~agreed~~8 to— COMMITMENTS ~~provide~~AND additional funding support in connection with the Extension of the Company, the Company entered into the second amendment (the “Second Amendment to the Merger Agreement”) to the Merger Agreement with the Group Companies and the Shareholders, pursuant to which Fuji Solar agrees to additionally deposit into the Trust Account of the total amount of the fund for the Company’s extension from February 2, 2024 to March 2, 2024. Fuji Solar has further agrees to be responsible for the total amount of the funds for the extension of BWAQ’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 TOYO Solar. Such total amount of funds Fuji Solar shall be responsible for shall be evidenced by the Fuji Extension Notes, the amount of which shall be fully repaid in cash at the Merger Closing or converted into the SPAC Units at US$10 per unit immediately prior to the Merger Closing at the discretion of Fuji Solar.CONTINGENCIES

~~Extension Notes~~Registration Rights

OnThe holders ~~February~~of 6,the ~~2024~~Founder Shares issued and outstanding on the date of the Company’s prospectus, ~~pursuant~~as towell as the ~~Second~~holders ~~Amendment to~~of the ~~Merger~~Private Units (and ~~Agreement~~all underlying securities) and any securities its initial shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to the Company, ~~issued~~will be entitled to registration rights pursuant to an ~~unsecured~~agreement ~~promissory~~to ~~note~~be signed inprior to or on the ~~principal~~effective ~~amount~~date of ~~$60,000~~the Initial Public Offering. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the ~~Fuji~~date ~~Solar~~on which these ordinary shares are to be released from escrow. The ~~proceeds~~holders of a majority of the Private Units (and underlying securities) and securities issued in payment of ~~this~~Working Capital Loans (or underlying securities) or extension ~~note~~loans ~~was~~can ~~deposited~~elect ~~into~~to exercise these registration rights at any time after the Company’s ~~Trust~~consummates ~~Account~~a ~~for~~Business ~~the~~Combination. ~~public~~In ~~shareholders~~addition, ~~which~~the ~~enables~~holders ~~the~~have ~~Company~~certain ~~to extend~~“piggy-back” ~~the~~registration ~~period~~rights ofwith respect ~~time~~to itregistration ~~has~~statements filed subsequent to ~~consummate~~the ~~its~~consummation ~~initial~~of a Business Combination. ~~from~~The ~~February~~Company 2,will ~~2024~~bear tothe ~~March~~expenses incurred 2,in ~~2024~~connection with the filing of any such registration statements.

22Underwriting Agreement

~~Item~~As of 2June 30, 2023, the Representative will be entitled to a deferred fee of 3.5% ~~Management’s~~of ~~Discussion~~the ~~and~~gross ~~Analysis~~proceeds of ~~Financial~~the ~~Condition~~Initial ~~and~~Public ~~Results~~Offering, or $3,220,000 upon consummation of ~~Operations~~the Company’s initial Business Combination.

~~Forward-Looking~~On October ~~Statements~~2, 2023, the Company entered into an amendment to the underwriting agreement dated as of January 31, 2022 (the “UA Amendment”) with Maxim in connection with the transactions contemplated by the Merger Agreement.

~~This Quarterly Report on Form 10-Q includes forward-looking~~Pursuant ~~statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject~~ to ~~known~~the ~~and~~UA ~~unknown risks~~Amendment, ~~uncertainties~~Maxim ~~and~~agrees ~~assumptions~~to ~~about~~convert usthe ~~that~~total ~~may~~amount ~~cause our actual results, levels~~ of ~~activity,~~ ~~performance~~its ordeferred ~~achievements~~underwriting tocommission bein ~~materially~~the ~~different~~amount ~~from any future results, levels~~ of ~~activity~~$3,220,000, ~~performance~~ or ~~achievements~~ ~~expressed~~3.5% orof ~~implied~~the bygross ~~such~~proceeds ~~forward-looking~~from ~~statements.~~the InInitial ~~some~~Public ~~cases~~Offering, ~~you~~into ~~can~~322,000 ~~identify~~ordinary ~~forward-looking~~shares ~~statements~~of bythe ~~terminology~~post-combination ~~such as~~entity (“~~may,~~Granted Shares”) ~~“should,”~~at ~~“could,”~~$10.00 ~~“would,”~~per ~~“expect,”~~share ~~“plan,”~~(the “~~anticipate,” “believe,”~~Deferred ~~“estimate,”~~Underwriting ~~“continue,~~Shares”) orimmediately prior to the ~~negative~~consummation of ~~such~~the ~~terms~~Company’s initial orBusiness ~~other similar expressions~~Combination. ~~Factors that~~The ~~might~~Company ~~cause~~agrees ~~or contribute~~ to ~~such~~register athe ~~discrepancy~~Deferred ~~include,~~Underwriting ~~but~~Shares ~~are~~in ~~not~~the ~~limited~~proxy statement/prospectus to, ~~those~~be filed ~~described~~ in ~~our~~connection ~~other~~with ~~Securities~~the ~~and~~initial ~~Exchange Commission~~Business ~~(“SEC”)~~Combination ~~filings.~~under ~~References~~the toSecurities ~~“we”,~~Act ~~“us”~~of 1933, ~~“our”~~as oramended. If the “Company~~” are~~ fails to ~~Blue~~register such ~~World~~Deferred ~~Acquisition~~Underwriting ~~Corporation~~Shares, ~~except~~Maxim ~~where~~is ~~the~~entitled ~~context~~for ~~requires~~up ~~otherwise.~~to ~~The~~three ~~following~~demand ~~discussion~~registration ~~should~~rights beand ~~read~~unlimited inpiggyback ~~conjunction~~registration rights with ~~our~~respect ~~condensed~~to ~~financial~~such ~~statements~~Deferred ~~and~~Underwriting ~~related notes thereto included elsewhere in this report~~Shares.

~~Overview~~23

~~We are a blank check exempted company incorporated~~BLUE inWORLD ~~the~~ACQUISITION Cayman Islands on July 19, 2021 with limited liability (meaning our public shareholders have no liability, as shareholders of the Company, for the liabilities of the Company over and above the amount paid for their shares) to serve as a vehicle to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more target businesses (the “Business Combination”). Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location. We intend to utilize cash derived from the proceeds of our initial public offering (the “IPO”), our securities, debt or a combination of cash, securities and debt, in effecting a Business Combination.CORPORATION

~~We presently have no revenue, have had losses~~NOTES ~~since~~TO ~~inception~~UNAUDITED ~~from~~CONDENSED ~~incurring~~FINANCIAL formation and operating costs and have had no operations other than identifying and evaluating suitable acquisition transaction candidates. We have relied upon the working capital available to us following the consummation of the IPO and the Private Placement (as defined below) to fund our operations, as well as the funds loaned by the Sponsor (as defined below), our officers, directors or their affiliates.STATEMENTS

OnThe settlement ~~February~~of 2,the ~~2022,~~UA weAmendment ~~consummated~~is representative of a share-based payment transaction in which the ~~IPO~~Company ofis acquiring services to be ~~9,200,000~~used ~~units~~within (the ~~“Units”),~~Company’s ~~which~~operations ~~included~~and ~~1,200,000~~upon ~~Units~~settlement ~~issued~~agreeing ~~upon~~to ~~the~~issue ~~full~~ordinary ~~exercise~~shares of the ~~underwriter’s over~~post-~~allotment option~~combination entity. ~~Each~~In ~~Unit~~this case, ~~consists~~the share settlement of ~~one~~the ~~Class~~UA AAmendment ~~Ordinary~~is ~~Share,~~within ~~$0.0001~~the ~~par~~scope ~~value~~of ~~per~~FASB ~~share~~ASC ~~(the~~Topic 718, “~~Class~~Compensation-Stock ACompensation” (“ASC ~~Ordinary Share~~718”). Under ASC 718, ~~one~~stock-~~half~~based compensation associated with equity-classified awards is measured at fair value upon ofthe ~~one~~UA ~~redeemable~~Agreement ~~warrant~~executed date (the “~~Warrants~~Grant Date”),. ~~each~~The ~~whole~~Company ~~Warrant~~used ~~entitling~~the Business Combination Merger Consideration price of $10 per share and the ~~holder~~PIPE ~~thereof~~financing price to ~~purchase~~be ~~one~~sold ~~Class~~at Athe ~~Ordinary Share~~consummation atof anthe ~~exercise~~Business ~~price~~Combination of $1110.5000 per share, ~~and~~to ~~one~~determine the ~~right~~fair (value of the ~~“Right”)~~322,000 ~~each~~Granted ~~one~~Shares ~~Right~~at ~~entitling~~$3,220,000. ~~the~~The ~~holder~~fair ~~thereof~~value of Granted Shares equal to ~~exchange~~ ~~for~~the ~~one-tenth~~carrying value of ~~one~~the ~~Class~~deferred underwriting Adiscounts ~~Ordinary~~and ~~Share~~commission ~~upon~~as of the ~~completion~~settlement ofdate ~~our~~on ~~initial~~October ~~Business~~2, ~~Combination~~2023. ~~The~~Therefore, ~~Units~~no ~~were~~gain ~~sold~~or atloss anshall be recognized within ~~offering~~the ~~price~~condensed statements of ~~$10.00~~operations ~~per~~for ~~Unit,~~the ~~generating~~three ~~gross~~and ~~proceeds~~nine ofmonths ~~$92~~ended March 31,~~000,000~~ 2024.

~~On February 2, 2022, simultaneously with the consummation~~Representative of the IPO, we completed the private sale (the “Private Placement”) of 424,480 units (the “Private Units”) including 378,480 Private Units to our sponsor, Blue World Holdings Limited (the “Sponsor”), and 46,000 Private Units to Maxim Group LLC (“Maxim”), the sole underwriter of the IPO, respectively, at a purchase price of $10.00 per Private Unit, generating gross proceeds to us of $4,244,800.Shares

23The Company issued 40,000 Representative Shares to Maxim as part of Representative compensation. The Representative Shares are identical to the Public Shares except that Maxim has agreed not to transfer, assign or sell any such Representative Shares until the completion of the Company’s initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period.

The Representative ~~proceeds~~Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of $180 days ~~92,920,000~~immediately following the date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to FINRA Rule 5110 (~~$10~~e)(1).10 ~~per~~Pursuant ~~Unit~~to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the ~~aggregate~~economic ~~from~~disposition of the ~~IPO~~securities ~~and~~by any person for a period of 180 days immediately following the ~~Private~~effective ~~Placement,~~date ~~were~~of ~~placed~~the inregistration statement of which this prospectus forms a ~~trust~~part, ~~account~~nor ~~(the~~may ~~“Trust~~they ~~Account”)~~be ~~established~~sold, transferred, assigned, pledged or hypothecated for ~~the~~a ~~benefit~~period of ~~our~~180 days ~~public~~immediately ~~shareholders~~following ~~and~~January 31, 2022, the ~~underwriter~~effective date of the ~~IPO~~Company’s registration ~~with~~statement ~~Continental~~except ~~Stock~~to ~~Transfer~~any &underwriter ~~Trust~~and ~~Company~~selected ~~acting~~dealer ~~as trustee~~participating (in the ~~“Trustee”)~~offering and their officers, partners, registered persons or affiliates.

~~Our management has broad discretion with respect~~Right ~~to the specific application~~ of ~~the~~First ~~net proceeds of IPO and the Private Placements, although substantially all of the net proceeds are intended to be applied generally towards consummating a Business Combination.~~Refusal

~~Recent~~Subject to ~~Development~~certain conditions, the Company granted Maxim, for a period of 12 months after the date of the consummation of its Business Combination, a right of first refusal to act as book running manager with at least 50% of the economics; for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the commencement of sales of the offering.

~~Extension~~NOTE 9 of— FAIR ~~the~~VALUE ~~Business Combination Timeline~~MEASUREMENTS

WeAs of ~~initially~~March ~~had~~31, ~~until~~2024 ~~February~~and 2June 30, 2023, toinvestment ~~consummate our~~securities ~~initial~~in ~~Business~~the ~~Combination.~~Company’s ~~Upon~~Trust ~~the~~Account ~~notice~~consisted of ~~the~~a ~~Sponsor,~~treasury wesecurities ~~extended~~fund in the ~~period~~amount of ~~time~~$0 ~~to consummate a Business Combination for additional three months till May 2, 2023~~ and ~~deposited~~ $~~920~~70,~~000~~186,561, ~~into~~respectively, ~~the~~which ~~Trust~~was ~~Account~~held inas ~~connection~~money ~~with~~market ~~this~~funds. The ~~extension~~following ~~sourced~~table ~~from~~presents information ~~the~~about ~~loans provided by~~ the ~~Sponsor~~Company’s asassets ~~evidenced~~and byliabilities ~~the Sponsor Extension Note (as defined below). If we anticipated~~ that wewere ~~may~~measured ~~not~~at ~~be able~~fair tovalue ~~consummate~~on ~~our~~a ~~initial~~recurring ~~Business~~basis ~~Combination~~as byof ~~May~~June 230, 2023, weand ~~may,~~indicates the ~~but~~fair ~~are~~value ~~not~~hierarchy ~~obligated~~of ~~to, further extend~~ the ~~period~~valuation oftechniques ~~time to consummate a Business Combination another two times by an additional three months each time by depositing $920,000 into~~ the ~~Trust~~Company ~~Account for~~utilized ~~each extension and may have until November 2, 2023~~ to ~~consummate~~determine ~~our~~such ~~initial~~fair ~~Business Combination~~value.

On May 2, 2023, the Company held a special meeting of shareholders at which the shareholders approved the adoption of the second amended and restated memorandum and articles of association of the Company, which provided that the Company had until May 2, 2023 to complete a Business Combination, and may elect to extend the period to consummate a Business Combination up to nine times, each by an additional one-month extension, for a total of up to nine months to February 2, 2024 by depositing $0.0295 per public share into the Trust Account for each monthly extension.

June 30, 2023	Carrying Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account – Money Market Funds	$	70,186,561	$	70,186,561	$	-	$	-
Total	$	70,186,561	$	70,186,561	$	-	$	-

On June 30, 2023, the Company held an extraordinary general meeting, where the shareholders of the Company approved the adoption of the third amended and restated memorandum and articles of association, which provides that the Company has until July 2, 2023 to complete a Business Combination, and may elect to extend the period to consummate a Business Combination up to nine times, each by an additional monthly extension, for a total of up to nine months to April 2, 2024, by depositing $60,000 each month to the Trust Account.24

~~As of the date hereof, a total of $1,788,648 had~~BLUE ~~been~~WORLD ~~deposited~~ACQUISITION in the Trust Account for extension of the Company’s timeline to complete a Business Combination (the “Extension Fee”), which have enabled the Company to extend the period of time it has to consummate its initial Business Combination up to March 2, 2024.CORPORATION

~~As of the date hereto, the Company has issued~~NOTES ~~twelve~~TO ~~(12)~~UNAUDITED ~~unsecured~~CONDENSED ~~promissory~~FINANCIAL notes for the payment of Extension Fees in the total amount of $1,788,648, among which nine (9) were issued to the Sponsor for the total principal amount of $1,638,648 (collectively, the “Sponsor Extension Notes”) and three (3) were issued to Fuji Solar (as defined below) for the total principal amount of 150,000 (the “Fuji Extension Notes” and together with Sponsor Extension Notes, collectively, the “Extension Notes”).STATEMENTS

24NOTE 10 — SUBSEQUENT EVENTS

~~Amendment~~The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the ~~Underwriting~~date ~~Agreement~~that these unaudited condensed financial statements were issued. Except as discussed below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

~~On October 2, 2023, the Company entered into an~~Sponsor ~~amendment to the underwriting agreement dated as of January 31, 2022 (the “UA Amendment”) with Maxim in connection with the Transactions contemplated by the Merger Agreement.~~Notes

~~Pursuant~~On April to1, 2024, the UACompany ~~Amendment,~~issued ~~Maxim~~an ~~agrees~~unsecured topromissory ~~convert~~note (the ~~total amount~~“Sponsor ofNote ~~its~~1”) ~~deferred underwriting commission~~ in the amount of $3180,~~220,~~000, orto ~~3.5% of~~ the ~~gross~~Sponsor. The proceeds ~~from~~of the ~~IPO,~~Sponsor ~~into~~Note ~~322~~1,~~000~~ ~~ordinary shares~~which ofmay ~~the~~be ~~post-combination~~drawn ~~entity~~down atfrom ~~$10.00~~time ~~per share (the “Deferred Underwriting Shares”) immediately prior~~ to ~~the~~time ~~consummation of~~until the Company’s ~~initial~~consummates ~~Business~~its ~~Combination.~~initial ~~The~~business ~~Company agrees to register the Deferred Underwriting Shares in the proxy statement/prospectus~~combination, towill be ~~filed~~used ~~in connection with the initial Business Combination under the Securities Act of 1933,~~ as ~~amended.~~general Ifworking ~~the~~capital Company fails to register such Deferred Underwriting Shares, Maxim is entitled for up to three demand registration rights and unlimited piggyback registration rights with respect to such Deferred Underwriting Sharespurposes.

~~Amendments~~On April 19, 2024, the Company issued an unsecured promissory note (the “Sponsor Note 2”) in the amount of $320,000 to the ~~Merger~~Sponsor. The ~~Agreement~~proceeds of the Sponsor Note 2, which may be drawn down from time to time until the Company consummates its initial business combination, will be used as general working capital purposes.

On December 6, 2023, for the main purposes to (i) adjust the consideration of Share Exchange (as defined below) from one (1) ordinary share of PubCo to SGD 1.00, and (ii) reflect additional funding support by Fuji ~~Solar (as defined below) in connection with the costs and expenses incurred in connection with the Transactions, the Company entered~~ ~~into~~Extension an amendment (the “First 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 (Fuji Solar together with VSUN, the “Shareholders”, or individually, a “Shareholder”).Note

~~Pursuant~~On April 1, 2024, Fuji Solar deposited $60,000 (the “Extension Fee 1”) into the Company’s Trust Account to extend the ~~First~~timeline ~~Amendment~~to complete a Business Combination for an additional one month from April 2, 2024 to May 2, 2024. On April 1, 2024, the ~~Merger~~Company ~~Agreement:~~issued to Fuji Solar an unsecured promissory note in the principal amount of $60,000 in connection with the payment for the Extension Fee 1.

●ZENIN ~~PubCo~~Extension ~~will acquire one hundred percent (100%) of the issued and paid-up share capital of SinCo from Fuji Solar at an aggregate consideration of SGD1.00 (the “Share Exchange”);~~Note

●On ~~Fuji~~April ~~Solar~~29, ~~agrees~~2024, toZENIN ~~deposit~~deposited $60,000 ~~into~~ (the ~~Trust~~“Extension ~~Account~~Fee ~~of the Company (i~~2”) ~~the~~into ~~total amount of~~ the ~~fund for the~~ Company’s ~~extension~~Trust ~~from~~Account ~~December~~to 2,extend the ~~2023~~timeline to ~~January~~complete 2,a ~~2024,~~Business ~~and~~Combination ~~(ii)~~for ~~the~~an additional one~~-half~~ ~~(1/2)~~month ~~amount~~from ofMay ~~the~~2, ~~fund~~2024 ~~for~~to ~~the~~June ~~extension from January~~ 2, 2024. toOn ~~February~~May 2, 2024, ~~respectively,~~the Company issued to beZENIN ~~evidenced~~an by unsecured promissory ~~notes~~note ofin the ~~Company,~~principal ~~the~~ amount of ~~which~~$60,000 ~~shall be fully repaid~~ in ~~cash~~connection atwith the ~~Merger~~payment ~~Closing~~for ~~(as defined in~~ the ~~Merger~~Extension ~~Agreement)~~Fee ~~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; and~~2.

● The Group Companies agree to advance (i) one-third (1/3) of the expenses payable to a valuation firm selected by the special committee of the board of directors of the Company for the valuation of the Group Companies in connection with Transactions (as defined in the Merger Agreement) (the “Valuation Firm Expenses”) and (ii) one-third (1/3) of the expenses for a proxy solicitor mutually agreed by the Company, the Sponsor (as defined below) and the Shareholders for soliciting approval of the Transactions by shareholders of the Company (the “Proxy Solicitor Expenses”), provided that (x) the aggregate amount of Valuation Firm Expenses and Proxy Solicitor Expenses the Group Companies will be responsible for pursuant to this sentence shall not exceed $200,000, and (y) the Group Companies’ payment for its portion of the Valuation Firm Expenses and Proxy Solicitor Expenses shall be evidenced by one or more promissory notes of the Company issued to the Group Companies’ designee, each of which shall be fully repaid in cash at the Merger Closing or converted into SPAC Units at US$10 per unit immediately prior to the Merger Closing at the discretion of the holder of such promissory note.25

~~The foregoing description of the First Amendment~~Item to2. ~~the~~Management’s ~~Merger~~Discussion ~~Agreement does not purport to be complete~~ and isAnalysis ~~qualified~~of inFinancial ~~its~~Condition ~~entirety by the terms~~ and ~~conditions~~Results of ~~the First Amendment to the Merger Agreement~~Operations. ~~A copy of the First Amendment to the Merger Agreement is attached to this Quarterly Report on Form 10-Q as Exhibit 2.1 and is incorporated herein by reference.~~

~~On February 6, 2024, to reflect that Fuji Solar~~Forward-Looking agreed to provide additional funding support in connection with the Extension of the Company, the Company entered into the second amendment (the “Second Amendment to the Merger Agreement”) to the Merger Agreement with the Group Companies and the Shareholders, pursuant to which Fuji Solar agrees to additionally deposit into the Trust Account of the total amount of the fund for the Company’s extension from February 2, 2024 to March 2, 2024. Fuji Solar has further agrees to be responsible for the total amount of the funds for the extension of BWAQ’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 TOYO Solar. Such total amount of funds Fuji Solar shall be responsible for shall be evidenced by the Fuji Extension Notes, the amount of which shall be fully repaid in cash at the Merger Closing or converted into the SPAC Units at US$10 per unit immediately prior to the Merger Closing at the discretion of Fuji Solar.Statements

~~The~~This Quarterly ~~foregoing~~Report ~~description~~on ofForm ~~the~~10-Q ~~Second~~includes ~~Amendment~~forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to ~~the~~known ~~Merger~~and ~~Agreement~~unknown ~~does~~risks, ~~not~~uncertainties ~~purport~~and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be ~~complete~~materially ~~and~~different isfrom ~~qualified~~any infuture results, ~~its~~levels ~~entirety~~of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms ~~and~~or ~~conditions~~other ofsimilar ~~the~~expressions. ~~Second~~Factors ~~Amendment~~that might cause or contribute to such a discrepancy include, but are not limited to, ~~the~~those ~~Merger~~described ~~Agreement.~~in Aour ~~copy~~other ofSecurities ~~the~~and ~~Second~~Exchange ~~Amendment~~Commission (“SEC”) filings. References to ~~the~~“we”, “us”, ~~Merger~~“our” ~~Agreement~~or isthe ~~attached~~“Company” are to ~~this~~Blue ~~Quarterly~~World ~~Report~~Acquisition onCorporation, ~~Form~~except ~~10-Q~~where asthe ~~Exhibit~~context 2requires otherwise.2 The following discussion should be read in conjunction with our condensed financial statements and isrelated ~~incorporated~~notes thereto ~~herein~~included byelsewhere ~~reference~~in this report.

25Overview

~~Amendment~~We are a blank check exempted company incorporated in the Cayman Islands on July 19, 2021 with limited liability (meaning our public shareholders have no liability, as shareholders of the Company, for the liabilities of the Company over and above the amount paid for their shares) to serve as a vehicle to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more target businesses (the “Business Combination”). Our efforts to identify a prospective ~~Shareholder~~target ~~Lock-up~~business will not be limited to a particular industry or geographic location. We intend to utilize cash derived from the proceeds of our initial public offering (the “IPO”), our securities, debt or a combination of cash, securities and ~~Support~~debt, ~~Agreement~~in effecting a Business Combination.

~~In connection with the First Amendment to the Merger Agreement, on~~We ~~December~~presently 6,have ~~2023,~~no ~~the Company~~revenue, ~~PubCo~~have ~~and~~had ~~Fuji~~losses ~~Solar~~since ~~entered~~inception ~~into~~from anincurring ~~amendment~~formation ~~(the “Amendment to the Shareholder Lock-up~~ and ~~Support Agreement”)~~operating tocosts ~~the Shareholder Lock-up~~ and ~~Support~~have ~~Agreement~~had byno ~~and~~operations ~~among~~other than ~~the~~identifying ~~Company, PubCo~~ and ~~Fuji~~evaluating ~~Solar~~suitable ~~dated~~acquisition ~~August~~transaction ~~10, 2023~~candidates. ~~Pursuant~~ toWe ~~the~~have ~~Amendment~~relied toupon the ~~Shareholder~~working ~~Lock-up~~capital ~~and~~available ~~Support~~to ~~Agreement (as the same may be amended, restated or supplemented, the~~us ~~“Shareholder~~following ~~Lock-up and Support Agreement”),~~ the ~~ordinary~~consummation ~~shares~~ of ~~PubCo,~~the ~~warrants~~IPO and ~~underlying ordinary shares of PubCo to be issued to Fuji Solar upon~~ the ~~conversion~~Private ofPlacement ~~any~~(as ~~unsecured~~defined ~~promissory~~below) ~~notes issued~~ to ~~Fuji~~fund ~~Solar~~our ~~pursuant~~operations, toas ~~the~~well ~~Merger~~as ~~Agreement with respect to its portion of~~ the ~~Company’s~~funds ~~extension fee and Valuation Firm Expenses and Proxy Solicitor Expenses are excluded~~loaned ~~from~~by the ~~lock-up~~Sponsor ~~restrictions~~ (as ~~provided~~defined ~~under~~below), ~~the~~our ~~Shareholder~~officers, ~~Lock-up~~directors ~~and~~or ~~Support~~their ~~Agreement~~affiliates.

~~The~~On February ~~foregoing~~2, ~~description~~ 2022, we consummated the IPO of 9,200,000 units (the ~~Amendment~~“Units”), towhich included 1,200,000 Units issued upon the full ~~Shareholder~~exercise ~~Lock-up~~of ~~and~~the ~~Support~~underwriter’s ~~Agreement~~over-allotment ~~does~~option. ~~not~~Each ~~purport~~Unit toconsists beof ~~complete~~one ~~and~~Class isA ~~qualified~~Ordinary inShare, ~~its~~$0.0001 ~~entirety~~par byvalue per share (the ~~terms~~“Class ~~and~~A ~~conditions~~Ordinary Share”), one-half of one redeemable warrant (the ~~Amendment~~“Warrants”), toeach whole Warrant entitling the ~~Shareholder~~holder ~~Lock-up~~thereof ~~and~~to ~~Support~~purchase ~~Agreement.~~one Class A ~~copy~~Ordinary Share at an exercise price of ~~the~~$11.50 ~~Amendment~~per toshare, and one right (the ~~Shareholder~~“Right”), ~~Lock-up~~each ~~and~~one ~~Support~~Right ~~Agreement~~entitling isthe ~~attached~~holder thereof to ~~this~~exchange ~~Quarterly~~for ~~Report~~one-tenth onof ~~Form~~one ~~10-Q~~Class asA ~~Exhibit~~Ordinary Share upon the completion of our initial Business Combination. The Units were sold at an offering price of $10.400 ~~and~~per isUnit, ~~incorporated~~generating ~~herein~~gross byproceeds ~~reference~~of $92,000,000.

~~Revisions~~On February 2, 2022, simultaneously with the consummation of the IPO, we completed the private sale (the “Private Placement”) of 424,480 units (the “Private Units”) including 378,480 Private Units to our sponsor, Blue World Holdings Limited (the “Sponsor”), ~~Form~~and 46,000 Private Units to Maxim Group LLC (“Maxim”), the sole underwriter of ~~Registration~~the ~~Rights~~IPO, ~~Agreement~~respectively, at a purchase price of $10.00 per Private Unit, generating gross proceeds to us of $4,244,800.

InThe proceeds ~~connection~~of ~~with~~$ ~~the~~92,920,000 ~~First~~($10.10 ~~Amendment~~per toUnit) ~~the~~in ~~Merger Agreement,~~ the ~~parties~~ toaggregate ~~the~~from ~~Merger Agreement also agreed to revise certain terms of~~ the ~~form~~IPO ofand the ~~Registration~~Private ~~Rights~~Placement, ~~Agreement~~were ~~attached~~placed asin ~~Exhibit D~~a totrust ~~the~~account ~~Merger Agreement~~ (the “~~Registration~~Trust ~~Rights Agreement~~Account”) toestablished ~~stipulate~~for ~~that PubCo will grant certain registration rights with respect to PubCo’s securities issuable upon~~ the ~~conversion~~benefit of ~~the~~our ~~unsecured~~public ~~promissory~~shareholders ~~notes~~and ~~issued to Fuji Solar in connection with~~ the ~~payment~~underwriter ~~for its portion~~ of the ~~extension~~IPO ~~fee,~~with ~~the~~Continental ~~Valuation~~Stock Transfer ~~Firm~~& ~~Expenses~~Trust ~~and~~Company ~~Proxy~~acting ~~Solicitor~~as ~~Expenses~~trustee ~~pursuant to~~ (the ~~Merger Agreement~~“Trustee”).

~~The foregoing description~~Our ofmanagement ~~the~~has ~~form~~broad ofdiscretion ~~the~~with ~~Registration~~respect ~~Rights Agreement does not purport~~ to ~~be complete and is qualified in its entirety by~~ the ~~terms~~specific ~~and~~application ~~conditions~~ of the ~~amended~~net ~~form~~proceeds of ~~the~~IPO ~~Registration~~and ~~Rights~~the ~~Agreement.~~Private APlacements, ~~copy~~although substantially ofall ~~the amended form~~ of the ~~Registration~~net ~~Rights~~proceeds ~~Agreement~~are isintended ~~attached~~ to ~~this~~be ~~Quarterly~~applied ~~Report~~generally astowards ~~Exhibit~~consummating ~~10.5~~a ~~and~~Business ~~is incorporated herein by reference~~Combination.

~~Promissory Notes – Working Capital Loans~~26

~~On November 15, 2023, the Company issued an unsecured~~Recent promissory note (the “Sponsor Note”) in the amount of $250,000 to the Sponsor. The proceeds of the Sponsor Note, which may be drawn down from time to time until the Company consummates its initial Business Combination, will be used as general working capital purposes.Developments

~~On December 28, 2023, pursuant to the Merger Agreement,~~Extension ~~the Company issued an unsecured promissory note in the principal amount~~ of ~~$33,333 to Fuji Solar (“Fuji Expenses Note”) in connection with Fuji Solar’s advancement of one-third (1/3) of~~ the ~~Valuation~~Business ~~Firm~~Combination ~~Expenses in connection with transactions contemplated by the Merger Agreement. The principal amount of the Fuji Expenses Note was received on January 19, 2024.~~Timeline

~~Nasdaq~~On March ~~Noncompliance~~26, ~~Letter~~2024, the Company held an extraordinary general meeting in lieu of an annual general meeting of shareholders of the Company (the “March 2024 Meeting”). At the March 2024 Meeting, the shareholders of the Company approved, among other things, the adoption of the fourth amended and restated memorandum and articles of association of the Company, which provides that the Company has until April 2, 2024 to complete a business combination, and may elect to extend the period to consummate a business combination up to seven times, each by an additional one month, for a total of up to seven months, to November 2, 2024, by depositing $60,000 each month into the Trust Account. In connection with the March 2024 Meeting, 1,059,186 Class A Ordinary Shares were rendered for redemption, and approximately $11.86 million was released from the Trust Account to pay such redeeming shareholders.

OnAs ~~December~~of ~~5, 2023,~~ the ~~Company~~date ~~received~~hereof, a ~~letter (the~~total ~~“Letter”) from the Listing Qualifications Department~~ of ~~The~~$1,968,648 ~~Nasdaq~~had ~~Stock~~been ~~Market~~deposited ~~LLC (“Nasdaq”) that, for~~in the ~~previous~~Trust 30Account ~~consecutive~~for ~~business~~extension ~~days, the Market Value~~ of ~~Listed Securities (“MVLS”) for~~ the Company’s ~~was~~timeline ~~below~~to ~~the~~complete ~~$50 million~~a ~~minimum~~Business ~~MVLS~~Combination ~~requirement for continued listing on the Nasdaq Global Market~~ (the “~~Global~~Extension ~~Market~~Fee”) ~~under Nasdaq Listing~~, ~~Rule~~which ~~5450(b)(2)(A)~~have (enabled the ~~“MVLS~~Company ~~Rule”).~~to ~~The~~extend ~~Letter~~the isperiod ~~only a notification~~ of ~~deficiency,~~time ~~not~~it ~~of imminent delisting, and~~ has no ~~current~~to ~~effect~~consummate onits ~~the~~initial ~~listing~~Business orCombination ~~trading~~up ofto ~~the~~June ~~Company’s~~2, ~~securities~~2024.

26As of the date hereto, the Company has issued fifteen (15) unsecured promissory notes for the payment of Extension Fees in the total amount of $1,968,648, among which ten (10) were issued to the Sponsor for a total principal amount of $1,638,648 (collectively, the “Sponsor Extension Notes”) and four (4) were issued to Fuji Solar (as defined below) for a total principal amount of $210,000 (the “Fuji Extension Notes”), and one (1) was issued to ZENIN INVESTMENTS LIMITED (“ZENIN”), one of the shareholders of the Sponsor for a total principal amount of $60,000 (the “ZENIN Extension Note”, together with Sponsor Extension Notes and Fuji Extension Notes, collectively, the “Extension Notes”).

~~In accordance with Nasdaq Listing Rule 5810I(3)(C), the Company will~~Amendment ~~have 180 calendar days, or until June 3, 2024 (the “Compliance Period”),~~ to ~~regain compliance with~~ the ~~MVLS~~Trust Rule. To regain compliance with the MVLS Rule, the MVLS for the Company must be at least $50 million for a minimum of 10 consecutive business days at any time during this Compliance Period. If the Company regains compliance with the MVLS Rule, Nasdaq will provide the Company with written confirmation and will close the matter.Agreement

If At the ~~Company~~March ~~does~~2024 ~~not~~Meeting, ~~regain compliance with~~ the ~~MVLS~~shareholders ~~Rule~~of ~~during~~ the ~~Compliance~~Company ~~Period~~approved, ~~Nasdaq~~among ~~will~~the ~~provide~~others, ~~written~~the ~~notification~~Company ~~that~~to ~~its~~amend ~~securities~~the ~~will~~Investment beManagement ~~subject to delisting.~~Trust InAgreement ~~the~~dated ~~event~~January of31, ~~such notification~~2022, ~~the~~as ~~Nasdaq~~amended ~~rules~~on ~~permit~~May ~~the~~2, ~~Company~~2023, anJune ~~opportunity~~30, to2023 ~~appeal~~and ~~Nasdaq’s~~January ~~determination.~~26, ~~The~~2024 ~~Letter~~(the “Trust Agreement”), ~~notes~~by ~~that~~and between the Company ~~may~~and bethe ~~eligible~~Trustee to ~~transfer~~provide that the ~~listing~~Trustee ofmust ~~its~~commence ~~securities~~liquidation toof the ~~Nasdaq~~Trust ~~Capital~~Account ~~Market~~by ~~(the~~April ~~“Capital~~2, ~~Market”)~~2024, ~~provided~~or, ~~that~~if itfurther ~~then~~extended ~~satisfies~~by ~~the~~up ~~requirements~~to ~~for~~seven ~~continued~~one-month ~~listing~~extensions on (the ~~Capital~~“Monthly ~~Market~~Extension”), up to November 2, 2024.

~~On January 12, 2024, the Sponsor and Fuji Solar Co., Ltd, a Japanese~~Promissory ~~company~~Notes ~~(“Fuji~~– ~~Solar,”~~Working ~~together~~Capital with the Sponsor, collectively, the “Converting Shareholders”) notified the Company that they elected to convert a total of 700,000 Class B ordinary shares held by them to the same number of Class A Ordinary Shares, among which 400,000 shares held by the Sponsor and 300,000 shares held by Fuji Solar, respectively. On January 17, 2024, 700,000 Class B ordinary Shares held by the Converting Shareholders were converted into the same number of Class A Ordinary Shares (the “Class B Conversion”). As a result of the Class B Conversion, the Company currently has 5,002,246 Class A Ordinary Shares and 1,600,000 Class B Ordinary Shares issued and outstanding, respectively. Class A Ordinary Shares are currently traded on the Global Market under symbol “BWAQ” and deemed by Nasdaq to be the Company’s “Listed Securities” for purposes of Rule 5450(b)(2)(A)Loans

~~Based~~On April on1, 2024, the ~~closing~~Company ~~trading~~issued ~~price~~an ofunsecured ~~Class~~promissory note (the “Sponsor Note A ~~Ordinary~~”) ~~Shares~~in the amount of $~~11.08~~180,000 onto ~~January~~the ~~17,~~Sponsor. The ~~2024,~~proceeds of the ~~estimated~~Sponsor ~~Company’s~~Note ~~total~~A, ~~MVLS~~which ismay ~~approximately~~be ~~$55.42~~drawn ~~million,~~down ~~giving~~from ~~effect~~ time to time until the ~~Class~~Company Bconsummates ~~Conversion,~~its ~~which~~initial isBusiness inCombination, will ~~excess~~be ofused ~~the~~for ~~$50~~general ~~million~~working ~~threshold~~capital purposes.

~~The~~On April 19, 2024, the Company isissued ~~monitoring~~an ~~its~~unsecured ~~MLVS~~promissory note (the “Sponsor Note B,” together with the Sponsor Note A, the “Sponsor Notes”) in the principal amount of up to $320,000 to the Sponsor. ~~However~~The proceeds of the Sponsor Note B, ~~there~~which ~~can~~may be nodrawn ~~assurance~~down ~~that~~from time to time until the Company ~~will~~consummates beits ~~able~~initial toBusiness ~~regain~~Combination, orwill ~~maintain~~be ~~compliance~~used ~~with~~for ~~the~~general ~~MVLS~~working capital ~~Rule~~purposes.

~~Investment Company Act and Liquidation of~~Nasdaq ~~Investments~~Noncompliance ~~in the Trust Account into Cash~~ Letter

~~Since~~On December ~~the~~5, ~~consummation of the IPO~~2023, the Company ~~has~~ ~~deposited~~received ~~the~~a ~~proceeds~~letter ~~from~~ (the ~~IPO~~“Letter”) ~~and~~from the ~~Private~~Listing ~~Placement~~Qualifications ~~into~~Department ~~the~~of ~~Trust~~The ~~Account~~Nasdaq toStock Market ~~invest~~LLC in(“Nasdaq”) ~~U.S.~~that, ~~government~~for ~~securities~~the ~~with a~~previous ~~maturity~~30 ofconsecutive ~~185~~business days, ~~or less or in money market funds meeting certain conditions under Rule 2a-7 under~~ the ~~Investment~~Market ~~Company~~Value ~~Act~~ of ~~1940,~~ asListed ~~amended~~Securities (~~the~~ “~~Investment Company Act~~MVLS”)~~. As a result, it is possible that a claim could be made that the Company has~~ ~~been~~for ~~operating as an unregistered investment company. If~~ the Company was ~~deemed~~below ~~to be an investment company for purposes of~~ the ~~Investment Company~~$50 ~~Act,~~million ~~compliance~~minimum ~~with~~MVLS ~~these~~requirement ~~additional~~for ~~regulatory~~continued ~~burdens~~listing ~~would~~on ~~require~~the ~~additional~~Nasdaq ~~expenses~~Global ~~for~~Market ~~which~~ (the ~~Company~~“Global Market”) ~~has~~under ~~not~~Nasdaq ~~allotted funds~~Listing ~~and~~Rule ~~may~~5450(b)(2)(A) ~~hinder~~ (the ~~Company’s~~“MVLS ~~ability to complete a business combination~~Rule”). The ~~Company~~Letter ~~might~~is beonly ~~forced~~a tonotification ~~abandon~~of ~~its efforts~~deficiency, tonot ~~complete~~of animminent ~~initial~~delisting, ~~Business Combination~~ and ~~instead~~has beno ~~required~~current toeffect ~~liquidate.~~on If the ~~Company~~listing isor ~~required~~trading ~~to liquidate, its investors would not be able to realize the benefits~~ of ~~owning shares in a successor operating business, such as any appreciation in~~ the ~~value of the~~ Company’s securities following such a transaction, its warrants and rights would expire worthless and ordinary shares would have no value apart from their pro rata entitlement to the funds then-remaining in the Trust Account.

~~The~~In accordance ~~longer~~with ~~that~~Nasdaq ~~the~~Listing ~~funds~~Rule in5810(c)(3)(C), the ~~Trust~~Company ~~Account~~will have 180 calendar days, or until June 3, 2024 (the “Compliance ~~are~~Period”), ~~held~~to inregain ~~short-term~~compliance Uwith the MVLS Rule.S. ~~government~~To ~~treasury~~regain ~~obligations~~compliance orwith inthe ~~money~~MVLS ~~market~~Rule, ~~funds~~the ~~invested~~MVLS ~~exclusively~~for inthe ~~such~~Company ~~securities~~must ~~there~~be isat least $50 million for a ~~greater~~minimum ~~risk~~of ~~that~~10 ~~the~~consecutive ~~Company~~business ~~may~~days beat ~~considered~~any antime ~~unregistered~~during ~~investment~~this ~~company~~Compliance Period. If the Company regains compliance with the MVLS Rule, inNasdaq ~~which~~will ~~case~~provide the Company ~~may~~with bewritten ~~required~~confirmation toand ~~liquidate~~will close the matter.

27On January 12, 2024, the Sponsor and Fuji Solar Co., Ltd, a Japanese company (“Fuji Solar,” together with the Sponsor, collectively, the “Converting Shareholders”) notified the Company that they elected to convert a total of 700,000 Class B ordinary shares held by them to the same number of Class A Ordinary Shares, among which 400,000 shares held by the Sponsor and 300,000 shares held by Fuji Solar, respectively. On January 17, 2024, 700,000 Class B ordinary Shares held by the Converting Shareholders were converted into the same number of Class A Ordinary Shares (the “Class B Conversion”). As a result of the Class B Conversion, the Company currently has 5,002,246 Class A Ordinary Shares and 1,600,000 Class B Ordinary Shares issued and outstanding, respectively. Class A Ordinary Shares are currently traded on the Global Market under symbol “BWAQ” and deemed by Nasdaq to be the Company’s “Listed Securities” for purposes of Rule 5450(b)(2)(A).

On January 26, 2024, the Company entered into an amendment to the Investment Management Trust Agreement, dated January 31, 2022, as further amended on May 2, 2023 and June 30, 2023 (the “Amendment to the Trust Agreement”), by and between the Company and the Trustee. Pursuant to the Amendment to the Trust Agreement, the Company may instruct the Trustee to (i) hold the funds in the Trust Account uninvested, (ii) hold funds in an interest-bearing bank demand deposit account, or (iii) invest in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.27

On February ~~January 26~~20, 2024, ~~in order to mitigate~~ the ~~risks~~ ~~of the~~ Company ~~being~~received ~~deemed~~a towritten ~~have~~notice ~~been~~from ~~operating as an unregistered investment company (including under~~ the ~~subjective~~staff ~~test~~ of ~~Section~~ ~~3(a)(1)(A)~~Nasdaq ofnotifying the ~~Investment~~ Company ~~Act),~~that the ~~Company~~staff ~~instructed~~has ~~the~~determined that ~~Trustee~~for ~~to liquidate~~ the ~~U.S.~~last ~~government~~22 ~~treasury~~consecutive ~~obligations and~~business ~~money~~days, ~~market~~from ~~funds~~January ~~held~~18, in2024 ~~the~~to ~~Trust~~February ~~Account by January 31~~16, 2024, the ~~expiry of the 24-month anniversary of the effective date of the~~ Company’s ~~IPO~~MVLS ~~Registration~~has ~~Statement,~~been ~~and~~$50 tomillion or ~~hold~~greater. ~~all~~Accordingly, ~~funds in~~ the ~~Trust~~Company ~~Account~~has inregained ~~cash~~compliance inwith anthe ~~interest-bearing~~MVLS ~~bank~~Rule ~~demand deposit~~and ~~account until~~ the ~~earlier~~staff ofhas ~~consummation~~indicated ofthat the ~~Company’s~~matter ~~initial~~is ~~Business~~now ~~Combination or liquidation of the Company~~closed.

~~Results~~Investment Company Act and Liquidation of ~~Operations~~ Investments in the Trust Account into Cash

WeSince the ~~have~~consummation ~~neither~~of ~~engaged~~the inIPO, ~~any~~the ~~operations~~Company ~~nor generated~~has ~~any~~deposited ~~operating~~the ~~revenues~~proceeds from the IPO and the Private Placement into the Trust Account to invest ~~date~~in U.S. ~~Our~~government ~~only~~securities ~~activities~~with ~~from~~a ~~inception~~maturity ~~through~~of ~~December~~185 ~~31,~~days ~~2023~~or ~~were~~less ~~organizational~~or ~~activities~~in money market funds meeting certain conditions under Rule ~~and~~2a-7 ~~those~~under ~~necessary~~the toInvestment ~~prepare~~Company ~~for~~Act of 1940, as amended (the ~~IPO~~“Investment Company Act”). As a result, ~~search~~it ~~for~~is possible that a ~~target~~claim could be made that the Company has been operating as an unregistered investment company,. ~~and~~If ~~effectuate~~the Company was deemed to be an investment company for purposes of the ~~Transactions~~Investment Company Act, compliance with ~~TOYO~~these ~~Solar.~~additional Weregulatory doburdens ~~not~~would ~~expect~~require additional expenses tofor ~~generate~~which ~~any~~the ~~operating~~Company ~~revenues~~has ~~until~~not ~~after~~allotted funds and may hinder the ~~completion~~Company’s ofability ~~our~~to complete a business combination. The Company might be forced to abandon its efforts to complete an initial Business Combination. Weand ~~expect~~instead be required to ~~generate~~liquidate. ~~non-operating~~If the Company ~~income~~is inrequired ~~the~~to ~~form~~liquidate, ofits ~~interest~~investors ~~income~~would onnot ~~marketable~~be ~~securities~~able ~~held~~to ~~after~~realize the ~~IPO.~~benefits Weof ~~expect~~owning ~~that~~shares wein ~~will~~a ~~incur~~successor ~~increased~~operating ~~expenses~~business, such as a ~~result~~any appreciation in the value of ~~being~~the aCompany’s ~~public~~securities ~~company~~following ~~(for~~such ~~legal~~a transaction, ~~financial~~its ~~reporting,~~warrants ~~accounting~~and rights would expire worthless and ~~auditing~~ordinary ~~compliance),~~shares aswould ~~well~~have asno ~~for~~value ~~due~~apart ~~diligence expenses~~from intheir ~~connection~~pro ~~with~~rata ~~searching~~entitlement ~~for,~~to ~~and~~the ~~completing,~~funds athen-remaining ~~Business~~in ~~Combination~~the Trust Account.

~~For~~The longer that the ~~three~~funds ~~months~~in ~~ended~~the ~~December~~Trust ~~31,~~Account ~~2023,~~are weheld ~~had~~in ashort-term ~~net~~U.S. ~~income~~government oftreasury obligations or in money market funds invested ~~$236,568,~~exclusively ~~which~~in ~~consisted~~such ofsecurities ~~dividend~~there ~~earned~~is ona ~~investment~~greater ~~held~~risk inthat ~~Trust~~the ~~Account~~Company ~~and~~may ~~interest~~be ~~income~~considered ofan ~~$554,386~~unregistered ~~offset~~investment bycompany, ~~formation~~in ~~and~~which ~~operations~~case ~~costs~~the ofCompany ~~$317,818~~may be required to liquidate.

~~For~~On January 26, 2024, the ~~three~~Company ~~months~~entered ~~ended~~into ~~December~~an amendment to the Investment Management Trust Agreement, dated January 31, 2022, as further weamended ~~had~~on aMay ~~net~~2, ~~income~~2023 ofand ~~$440~~June 30,~~377~~ 2023 (the “Amendment to the Trust Agreement”), ~~which~~by ~~consisted~~and ofbetween ~~dividend~~the ~~earned~~Company onand ~~investment~~the ~~held~~Trustee. Pursuant to the Amendment to the Trust Agreement, the Company may instruct the Trustee to (i) hold the funds in the Trust Account ~~and~~uninvested, (ii) hold funds in an interest-bearing ~~income~~bank ofdemand ~~$786~~deposit account,~~027 offset~~ byor ~~formation~~(iii) ~~and~~invest ~~operations~~in ~~costs~~U.S. government securities with a maturity of 185 ~~$345,650~~days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

~~For~~On January 26, 2024, in order to mitigate the ~~six~~risks ~~months~~of ~~ended~~the ~~December~~Company ~~31,~~being ~~2023,~~deemed weto ~~had~~have abeen ~~net~~operating ~~income~~as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company instructed the Trustee to liquidate ~~$637~~the U.S. government treasury obligations and money market funds held in the Trust Account by January 31,~~187~~ 2024, ~~which~~the ~~consisted~~expiry of ~~dividend~~the ~~earned~~24-month anniversary onof ~~investment~~the ~~held~~effective date of the Company’s IPO Registration Statement, and to hold all funds in the Trust Account ~~and~~in cash in an interest-bearing ~~income~~bank demand deposit account until the earlier of ~~$1,160,289~~consummation ~~offset~~of bythe ~~formation and~~Company’s ~~operations~~initial ~~costs~~Business Combination or liquidation of ~~$523,102~~the Company.

~~For the six months ended December 31, 2022, we~~Amendment ~~had~~No. a3 ~~net~~to ~~income~~the ofMerger ~~$688,702, which consisted of dividend earned on investment held in Trust Account and interest income of $1,205,434 offset by formation and operations costs of $516,732.~~Agreement

~~Liquidity~~On February 29, 2024, the Company entered into an Amendment No. 3 (the “Amendment to the Merger Agreement”) to the Agreement and ~~Capital~~Plan ~~Resources~~ of Merger, dated as of August 10, 2023, as amended on December 6, 2023 and February 6, 2024 (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”), Fuji Solar, WA Global Corporation, a Cayman Islands exempted company (“WAG”), Belta Technology Company Limited, a Cayman Islands exempted company (“Belta”), and BestToYo Technology Company Limited, a Cayman Islands exempted company (“BestToYo”).

AsThe Amendment ofto ~~December~~the ~~31,~~Merger ~~2023,~~Agreement wewas ~~had~~entered ~~cash~~into ~~outside~~to reflect the ~~Trust~~ ~~Account~~restructuring of ~~$70~~PubCo. Fuji Solar,~~134~~ ~~available~~as ~~for~~the ~~working~~sole ~~capital~~shareholder ~~needs.~~of ~~All~~PubCo, transferred ~~remaining~~all ~~cash~~of isthe ordinary shares of PubCo (“PubCo Ordinary Shares”) held inby ~~the~~Fuji ~~Trust~~Solar ~~Account~~to WAG and isBelta, ~~generally~~and ~~unavailable~~Belta ~~for~~then ~~our~~further ~~use,~~transferred ~~prior~~a tocertain annumber ~~initial~~of ~~Business~~PubCo ~~Combination~~Ordinary Shares to BestToYo, ~~and~~each isat ~~restricted~~a ~~for~~transfer ~~use~~price ~~either~~of inUS$0.0001 aper ~~Business~~share ~~Combination~~(collectively, the or“PubCo toShareholder ~~redeem~~Transfer”), ~~the~~as ~~ordinary shares.~~a Asresult of ~~December~~which 31WAG holds 6,200 ~~2023~~PubCo Ordinary Shares, ~~none~~Belta ofholds ~~the~~2,450 ~~amount~~PubCo onOrdinary Shares, ~~deposit~~and inBestToYo ~~the~~holds ~~Trust~~1,350 ~~Account~~PubCo ~~was~~Ordinary ~~available~~Shares, torespectively, beimmediately ~~withdrawn~~following asthe ~~described~~PubCo ~~above~~Shareholder Transfer.

~~As of December 31, 2023, we had cash of $70,134~~Each ~~and a working deficit~~ of $2WAG,~~512,009.~~ WeBelta ~~have incurred~~ and ~~expects~~BestToYo tois ~~continue~~a tonewly ~~incur~~incorporated ~~significant~~holding ~~professional~~company ~~costs~~wholly toowned ~~remain as a publicly traded company~~ and tocontrolled ~~incur~~by ~~significant~~the ~~transaction~~beneficial ~~costs~~owners ~~in pursuit~~ of ~~the~~Fuji ~~consummation of a Business Combination~~Solar. ~~In connection with~~ ~~our~~The ~~assessment~~beneficial owners of ~~going~~Fuji ~~concern~~Solar ~~considerations~~established ~~in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15~~WAG, ~~“Disclosures~~Belta ofand ~~Uncertainties~~BestToYo ~~about~~to anreflect ~~Entity’s~~their ~~Ability~~indirect tobeneficial ~~Continue~~ownerships asin aPubCo ~~Going Concern,”~~through ~~management~~the ~~has~~equity ~~determined~~interests ~~that~~of these ~~conditions~~three ~~raise~~separate ~~substantial~~entities ~~doubt~~in ~~about our ability to continue as a going concern~~PubCo. ~~The~~As ~~management’s plan~~of inresult ~~addressing~~of ~~this uncertainty is through~~ the ~~working~~PubCo ~~capital~~Shareholder ~~loans.~~Transfer, ~~In addition~~WAG, ifBelta weand ~~are unable to complete a Business Combination~~BestToYo ~~within~~became the ~~combination~~only ~~period~~three byshareholders ~~March~~of 2,PubCo. ~~2023,~~Immediately ~~unless~~prior ~~further~~to ~~extended,~~the ~~our~~Merger ~~board~~Closing of(as ~~directors~~defined ~~would~~below) ~~proceed~~and toconsistent ~~commence~~with athe ~~voluntary~~Merger ~~liquidation~~Agreement, ~~and~~WAG, ~~thereby~~Belta aand ~~formal~~BestToYo ~~dissolution~~will ofcollectively ~~us.~~hold ~~There~~41,000,000 isPubCo noOrdinary ~~assurance~~Shares, ~~that~~with ~~our~~WAG ~~plans~~holding to25,420,000 ~~consummate~~PubCo aOrdinary Shares, ~~Business~~Belta ~~Combination~~holding ~~will~~10,045,000 ~~be successful~~PubCo ~~within~~Ordinary ~~the~~Shares ~~combination~~and ~~period~~BestToYo byholding ~~March 2~~5, ~~2023~~535,000 ~~unless~~PubCo ~~further~~Ordinary ~~extended. As a result~~Shares, ~~management~~respectively ~~has determined that~~ (such ~~additional~~transactions, ~~condition~~the ~~also~~“PubCo ~~raise~~Pre-Closing ~~substantial~~Restructuring”). ~~doubt~~The ~~about~~parties ~~our ability~~ to ~~continue~~the asAmendment ato ~~going~~the ~~concern.~~Merger ~~The~~Agreement ~~unaudited~~also ~~condensed~~entered ~~financial~~into ~~statement~~a ~~does~~Joinder ~~not~~Agreement ~~include~~(the ~~any~~“Joinder ~~adjustments~~Agreement”) ~~that~~in ~~might~~connection ~~result~~with ~~from~~ the ~~outcome~~PubCo ofPre-Closing ~~this uncertainty~~Restructuring.

~~For~~Pursuant to the ~~six~~Amendment ~~months~~to ~~ended~~the ~~December~~Merger 31Agreement, ~~2023~~(a) the Group Companies, ~~net cash~~VSUN, ~~used~~Fuji inSolar, ~~operating~~WAG, ~~activities~~Belta ~~was~~and ~~$690~~BestToYo shall consummate a series of transactions involving the Group Companies,~~612~~ ~~resulted~~including ~~from~~(A) ~~non~~PubCo acquiring one hundred percent (100%) of the issued and paid-~~cash~~up ~~dividend~~share capital ~~earned~~of onSinCo ~~investment~~from ~~held~~Fuji inSolar ~~Trust~~at ~~Account~~an aggregate consideration of SGD1.00 (such transaction, the “Share Exchange”), and (B) SinCo acquiring one hundred percent (100%) of the issued and outstanding shares of capital stock of TOYO Solar from VSUN at an aggregate consideration of no less than US$150,~~160~~000,~~282~~000 (the “SinCo Acquisition,” and together with the Share Exchange, the “Pre-Merger ~~increase~~Reorganization”), inas ~~prepaid~~a ~~expenses~~result of ~~$39~~which (i) SinCo shall become a wholly-owned subsidiary of PubCo,~~162~~ (ii) TOYO Solar shall become a wholly-owned subsidiary of SinCo; and (iii) WAG, Belta and ~~decrease~~BestToYo in(collectively, ~~accounts~~the ~~payable~~“Sellers”) shall become the only shareholders of PubCo, and ~~accrued~~(b) ~~expenses~~following the consummation of ~~$128~~the Pre-Merger Reorganization,~~409~~ the Company shall merge with and into Merger Sub, with Merger Sub continuing as the surviving company (the “Merger”), as a result of which, among other things, all of the issued and ~~offset~~outstanding bysecurities ~~net~~of ~~income~~the Company immediately prior to the filing of the plan of merger with respect to the Merger ~~$637~~(the “Plan of Merger”) to the Registrar of Companies of the Cayman Islands,~~187~~ or such later time as may be specified in the Plan of Merger (the “Merger Effective Time”) shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holders thereof to receive substantially equivalent securities of PubCo, in each case, upon the terms and ~~increase~~subject to the conditions set forth in ~~due~~the Merger Agreement and in accordance with the provisions of the Companies Act (Revised) of the Cayman Islands and other applicable laws. The Merger, the Pre-Merger Reorganization and each of the other transactions contemplated by the Merger Agreement or any of the other relevant transactional documents are collectively referred to ~~related~~as ~~parties~~“Transactions.” The Amendment to the Merger Agreement and the Pre-Closing Restructuring will have no substantive effect on the Merger, the Plan of ~~$54~~Merger or the Merger Closing.

~~For~~As a result of the ~~six~~Amendment ~~months~~to ~~ended~~the ~~December~~Merger 31Agreement and the Joinder Agreement, ~~2022~~each of WAG, ~~net cash~~Belta ~~used~~and BestToYo became a Shareholder (as defined in ~~operating~~the ~~activities~~Merger ~~was~~Agreement) ~~$474,134~~and ~~resulted~~a ~~from~~Seller, ~~non-cash~~and ~~dividend~~is ~~earned~~subject onto ~~investment~~representations, ~~held~~warranties inand ~~Trust~~covenants ~~Account~~under ofthe ~~$1,205,426,~~Merger Agreement ~~increase~~that inare ~~prepaid~~substantially ~~expenses~~equivalent –to ~~related~~those ~~party~~made ofby ~~$5,097,~~Fuji ~~and~~Solar ~~offset~~under bythe ~~net~~Merger ~~income~~Agreement ofprior ~~$688,702,~~to ~~decrease~~the inAmendment ~~prepaid~~to ~~expenses~~the ofMerger ~~$33,750,~~Agreement. ~~and~~There ~~increase~~are inno ~~accounts~~changes ~~payable~~to ~~and~~the ~~accrued~~conditions ~~expenses~~to consummate the Transactions as a result of ~~$13,937~~the Amendment to the Merger Agreement.

~~For~~Pursuant to the ~~six~~Amendment ~~months~~to ~~ended~~the ~~December~~Merger 31Agreement, ~~2023~~at or prior to the closing of the Merger (the “Merger Closing”), ~~net~~an aggregate of ~~cash~~13,000,000 ~~provided~~PubCo Ordinary Shares held by ~~investing~~the ~~activities~~Sellers ~~was~~(the ~~$28~~“Earnout Shares”),~~945~~ consisting of 8,~~912~~060,000 ~~resulted~~PubCo ~~from~~Ordinary ~~the~~Shares held ~~withdrawals~~by ofWAG, ~~investment~~3,185,000 PubCo Ordinary Shares held inby ~~Trust~~Belta ~~Account~~and of1,755,000 ~~$29~~PubCo Ordinary Shares held by BestToYo,~~305~~ respectively,~~912~~ will be ~~offset~~deposited bywith an escrow agent in a segregated escrow account (the ~~purchases~~“Earnout ofEscrow ~~investment~~Account”) ~~held~~pursuant into ~~Trust~~an escrow agreement effective upon the Merger Closing and will be released from the Earnout Escrow Account ofand ~~$360,000.~~delivered to the Sellers as following:

~~For~~a. Following the ~~six~~Merger, ~~months~~if ~~ended~~the net profit of PubCo for the fiscal year ending December 31, ~~2022~~2024 as shown on the audited financial statements of PubCo for the fiscal year ending December 31, ~~we did~~2024 ~~not~~(such ~~incur~~net ~~any~~profit, ~~investing~~the ~~activities.~~“2024 Audited Net Profit”) is no less than US$41,000,000, the Earnout Shares shall immediately become vested in full and be released from the Earnout Escrow Account to the Sellers, pro rata; and

~~For~~b. If the ~~six~~2024 ~~months~~Audited ~~ended~~Net ~~December~~Profit ~~31,~~is ~~2023,~~less ~~net cash~~than ~~used in financing activities was~~ US$2841,~~185~~000,~~912~~000, ~~resulted~~then ~~from~~(X) the ~~redemption~~portion of ~~Class~~the AEarnout ~~Ordinary~~ Shares ofin ~~$29,305,912~~number ~~offset~~equal byto (i) the ~~proceeds~~ ~~from~~quotient ~~issuance~~ of ~~promissory~~(a) ~~notes~~the to2024 aAudited ~~third~~Net ~~party~~Profit ofdivided by (b) US$9041,000,000, ~~the~~multiplied ~~proceeds~~by ~~from~~(ii) ~~issuance~~13,000,000 ofPubCo ~~promissory~~Ordinary ~~notes~~Shares, rounded up to athe ~~related~~nearest ~~party of~~whole ~~$530~~number,~~000~~ shall become immediately vested and ~~withdrawals~~be released from ~~our~~the Earnout Escrow Account to the Sellers, pro rata, and (Y) the remaining portion of ~~$500~~the Earnout Shares shall be surrendered or otherwise delivered by the Sellers to PubCo,~~000~~ pro rata, for no consideration or nominal consideration and cancelled by PubCo.

~~For the six months ended December 31, 2022, net~~Relevant ~~cash provided by financing activities was $250,000 resulted from the proceeds from issuance of promissory notes to a related party of $250,000.~~Documents

~~Promissory~~In connection ~~Notes~~with the Amendment to the Merger Agreement and PubCo Pre-Closing Restructuring, the parties amended other agreements entered into or to be entered into pursuant to the Merger Agreement (the “Related Agreements”). This section describes the material amendments to the Related Agreements, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements, copies of each of which are attached hereto as exhibits. Shareholders and other interested parties are urged to read such Related Agreements in their entirety.

In November 2022, July 2023 and November 2023, the Company had issued a total of three unsecured promissory notes (the “Sponsor Notes”) in the total principal amount of $770,000 to the Sponsor. The proceeds of the Sponsor Notes may be drawn down from time to time until the Company consummates its initial Business Combination, will be used as general working capital purposes. 29

~~In December 2023, the Company issued the Fuji~~Amended ~~Expenses~~and ~~Note~~Restated inShareholder ~~the principal amount of $33,333 to Fuji Solar for its advancement of one~~Lock-~~third~~up ~~(1/3)~~and ofSupport ~~the Valuation Firm Expenses pursuant to the Merger~~ Agreement~~. The principal amount of the Fuji Expenses Note was received on January 19, 2024.~~

In connection with the Amendment to the Merger Agreement and the PubCo Pre-Closing Restructuring, on February 29, 2024, the Company, PubCo, Fuji Solar, WAG, Belta and BestToYo entered into an amended and restated Shareholder Lock-up and Support Agreement (the “A&R Shareholder Lock-up and Support Agreement”) to amend and restate the Shareholder Lock-up and Support Agreement by and among SPAC, PubCo and Fuji Solar dated August 10, 2023, as further amended on December 6, 2023. Pursuant to A&R Shareholder Lock-up and Support Agreement, each of WAG, Belta and BestToYo has agreed not to, except as set for therein, among other things, transfer any of the Subject Shares (as defined in the A&R Shareholder Lock-Up and Support Agreement) (such shares, the “Sellers Subject Shares”) or grant any proxies or enter into any voting arrangements with respect to the Sellers Subject Shares.

~~From January 2023 to December 2023~~Further, ~~the Company had issued a total~~ ofeach ~~eleven (11) Extension Notes in the total principal amount~~ of $1WAG,~~728,648~~ inBelta ~~connection~~and ~~with~~BestToYo ~~the~~has ~~extension~~irrevocably ofagreed ~~the~~not ~~Company’s timeline~~ to ~~compete~~transfer ~~its~~any ~~initial~~Shareholder ~~Business~~Lock-Up ~~Combination,~~Securities ~~among which nine~~ (9)as ~~were~~defined ~~issued to the Sponsor~~ in the ~~total~~A&R Shareholder ~~principal~~Lock-Up ~~amount of $1,638,648~~ and ~~three~~Support (3Agreement) ~~were~~or ~~issued~~engage ~~to Fuji Solar~~ in ~~the~~any ~~total~~short ~~principal~~sales ~~amount~~with ofrespect ~~$150,000.~~to ~~The~~any ~~proceeds~~securities of ~~the~~PubCo ~~Extension~~during ~~Notes~~the ~~was deposited into~~Shareholder ~~the~~Lock-Up ~~Trust~~Period ~~Account~~(as ~~for~~defined ~~the~~in ~~public shareholders, which enables~~ the ~~Company~~A&R toShareholder ~~extend~~Lock-Up ~~the~~and ~~period~~Support ~~of time it has to consummate its initial Business Combination~~Agreement).

~~The Extension Notes together with the Sponsor~~Revisions ~~Notes and Fuji Expenses Note (collectively refer herein as “Promissory Notes”) issued~~ to the ~~Sponsor~~Form ~~and~~of ~~Fuji~~Sponsor ~~Solar,~~Lock-Up ~~respectively, have the same payment and conversion term as discussed below.~~Agreement

~~The Promissory Notes bear no interest and is payable~~In inconnection ~~full~~with ~~upon~~ the ~~earlier~~Amendment to ~~occur~~the ofMerger ~~(i)~~Agreement, the ~~consummation~~Sponsor ofand ~~the~~PubCo ~~Business~~agreed ~~Combination~~to orrevise ~~(ii)~~ the ~~date~~form of ~~expiry of~~ the ~~term~~Sponsor ofLock-Up ~~the Company~~Agreement ~~(the~~attached ~~“Maturity~~as ~~Date”).~~Exhibit ~~The~~C ~~following~~to ~~shall~~the ~~constitute~~Merger anAgreement ~~event of default: (i) a failure~~ to ~~pay~~reflect the ~~principal~~addition ~~within five business days~~ of the ~~Maturity~~parties, ~~Date; (ii) the commencement of a voluntary or involuntary bankruptcy action~~WAG, ~~(iii)~~Belta ~~the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company;~~ and ~~(vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder~~BestToYo, into ~~which case~~ the ~~Promissory~~Merger ~~Notes may be accelerated~~Agreement.

~~The payees of the Promissory Notes, respectively,~~Revisions ~~have the right, but not the obligation,~~ to ~~convert~~ the ~~Promissory~~Form ~~Notes, in whole or in part, respectively, into private units (the “Conversion Units”)~~ of ~~the~~Registration ~~Company,~~Rights 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 Company (File Number 333-261585), by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Business Combination. The number of Conversion Units to be received by the payees 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.Agreement

~~Until consummation of the Business Combination,~~In ~~the~~connection ~~Company~~with ~~will be using~~ the ~~funds~~Amendment ~~not~~to ~~held in~~ the ~~Trust~~Merger ~~Account~~Agreement, ~~and~~the ~~any~~parties ~~additional funding that may be loaned~~ to ~~us by~~ the ~~Sponsor, for~~Merger ~~identifying~~Agreement ~~and~~also ~~evaluating~~agreed ~~prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling~~ to ~~and~~revise ~~from~~ the ~~offices,~~form ~~plants or similar locations~~ of ~~prospective~~the ~~target~~Registration Rights ~~businesses,~~Agreement ~~reviewing~~attached ~~corporate~~as ~~documents~~Exhibit ~~and~~D ~~material agreements~~to ofthe ~~prospective~~Merger ~~target~~Agreement ~~businesses,~~to ~~selecting~~reflect the ~~target~~Amendment ~~business~~ to ~~acquire~~the ~~and~~Merger ~~structuring,~~Agreement ~~negotiating~~ and ~~consummating~~ the ~~Business~~ ~~Combination~~PubCo Pre-Closing Restructuring.

~~If our estimates of the costs of undertaking in-depth~~Revisions ~~due diligence and negotiating Business Combination are less than the actual amount necessary~~ to ~~do so, we may have insufficient funds available to operate our business prior to~~ the ~~Business~~Form Combination and will need to raise additional capital. In this event, our officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we consummate an initial Business Combination, we would repay such loaned amounts out of ~~the~~Warrant ~~proceeds~~Assumption of the Trust Account released to us upon consummation of the Business Combination, or, at the lender’s discretion, such loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. Agreement

~~Moreover,~~In connection wewith ~~may~~the ~~need~~Amendment to ~~obtain~~the ~~additional~~Merger ~~financing either~~Agreement, tothe ~~consummate~~parties ~~our~~to ~~initial~~the ~~Business~~Merger ~~Combination~~Agreement oralso ~~because~~agreed ~~we become obligated~~ to ~~redeem~~revise acertain ~~significant~~terms ~~number~~ of ~~our public shares~~the ~~upon~~form ~~consummation~~ of ~~our~~the ~~initial~~Warrant ~~Business~~Assumption ~~Combination,~~Agreement ~~in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject~~ to ~~compliance~~reflect ~~with applicable securities laws, we would only consummate such financing simultaneously with~~ the ~~consummation~~Amendment ~~of our initial Business Combination. Following our initial Business Combination, if cash on hand is insufficient, we may need~~ to ~~obtain~~the ~~additional~~Merger ~~financing in order to meet our obligations~~Agreement.

AsPIPE ~~of December 31, 2023 and June 30, 2023, the Company had borrowings of $2,492,085 and $1,872,085 under the Promissory Notes, respectively.~~Agreement

30On March 6, 2024, the Company entered into a share purchase agreement (the “PIPE Purchase Agreement”) with PubCo and a certain investor, NOTAM Co., Ltd., a Japanese corporation (“NOTAM”), in connection with the Transactions. Pursuant to the PIPE Purchase Agreement, NOTAM agrees to purchase a total of 600,000 Class A Ordinary Shares of the Company (the “PIPE Shares”), at a purchase price of $10.00 per share, for an aggregate purchase price of $6,000,000 (the “PIPE Purchase Price”). Upon the written notice of the Company, at least three (3) business days prior to the reasonably expected closing date of the Transactions provided in such notice, NOTAM will deliver or cause to be delivered the PIPE Purchase Price into an escrow account with Continental Stock Transfer & Trust Company, as the escrow agent (the “Escrow Agent”).

~~Due~~The closing of the sale of the PIPE Shares (the “PIPE Closing”) will be held on the same date and immediately prior to ~~Related~~ ~~Parties~~the closing of the Transactions. At the PIPE Closing, the Company will issue and deliver to NOTAM the PIPE Shares against the release of the PIPE Purchase Price by the Escrow Agent to the Company. If the closing of the Transactions does not occur or if the PIPE Shares are not converted into Converted PIPE Shares (as defined below) within thirty (30) days after the PIPE Purchase Price is delivered to the Escrow Agent, the Escrow Agent will automatically return to NOTAM the PIPE Purchase Price.

~~From~~Pursuant to ~~time~~the toMerger ~~time~~Agreement, ~~Mr.~~each ~~Liang~~ordinary ~~Shi,~~share of the Company~~’s Director~~, ~~Chief~~including ~~Executive~~the ~~Officer~~PIPE Shares, ~~Secretary~~issued and ~~Chairman,~~outstanding ~~would~~immediately ~~incur~~prior ~~travel~~to ~~costs~~the Merger Effective will automatically be converted into the right to ~~search~~receive ~~for~~one ~~targets~~(1) PubCo Ordinary Shares (“Converted PIPE Shares”). NOTAM Asis ofentitled ~~December~~to 31make up to two (2) demands that PubCo register such Converted PIPE Shares, ~~2023~~if and only if the Converted PIPE Shares ~~June~~are ~~30,~~not ~~2023,~~registered ~~due~~on a registration statement on Form F-4 containing a prospectus/proxy statement relating to Mrthe Transactions to be filed by PubCo with the SEC. ~~Liang~~In ~~Shi~~addition, ~~amounted~~NOTAM has certain “piggy-back” registration rights with respect to ~~$3,558~~registration statements ~~and~~filed ~~$3,504,~~subsequent ~~respectively~~to the consummation of the Transactions. PubCo will bear the expenses incurred in connection with the filing of any such registration statements.

~~Administrative Services Agreement~~30

The Company is obligated, commencing from the effective date of the IPO to pay the Sponsor, a monthly fee of $10,000 for general and administrative services. This agreement was signed by the Company and the Sponsor on January 31, 2022 and it will terminate upon completion of the Company’s Business Combination ~~or the~~Shareholder liquidation of the Trust Account to public shareholders. The Company has recognized operating costs under the Administrative Services Agreement in the amount of $30,000 in each of the three months ended December 31, 2023 and 2022. The Company has recognized operating costs under the Administrative Services Agreement in the amount of $60,000 in each of the six months ended December 31, 2023 and 2022. As of December 31, 2023 and June 30, 2023, the Company had $60,000 and $60,000, respectively, accrued under the Administrative Services Agreement due to the Sponsor.Meeting

~~Off~~On April 15, 2024, the Company issued a press release announcing that it postponed the extraordinary general meeting of its shareholders (the “Business Combination Meeting”) pending the Post-~~Balance~~Effective ~~Sheet~~Amendment ~~Financing~~(as ~~Arraignments~~defined below) in connection with the Transactions.

WePrior to ~~have~~the noBusiness ~~obligations~~Combination Meeting, ~~assets~~PubCo orintends ~~liabilities that~~to ~~would~~file bewith ~~considered~~the ~~off-balance~~U.S. ~~sheet~~Securities ~~arrangements~~and asExchange ofCommission ~~December~~(the ~~31,~~“SEC”) ~~2023.~~and make Weavailable doto ~~not~~the ~~participate~~Company’s inshareholders, ~~transactions~~a ~~that~~post-effective ~~create~~amendment ~~relationships with~~to ~~unconsolidated~~the ~~entities~~Registration orStatement ~~financial~~on ~~partnerships,~~Form ~~often~~F-4 ~~referred~~of toPubCo, as amended ~~variable~~(File ~~interest~~No. ~~entities,~~333-277779) ~~which~~(the ~~would~~“Registration ~~have~~Statement,” ~~been~~and ~~established for~~such amendment, the ~~purpose~~“Post-Effective ofAmendment”), which ~~facilitating~~includes ~~off-balance~~the ~~sheet~~proxy ~~arrangements.~~statement, Weas ~~have~~amended ~~not~~(the ~~entered~~“Proxy ~~into~~Statement,” ~~any~~and ~~off-balance~~such ~~sheet~~amendment, ~~financing~~the ~~arrangements,~~“Proxy Statement Amendment”). ~~established~~The ~~any~~Post-Effective ~~special~~Amendment ~~purpose~~will ~~entities,~~include ~~guaranteed~~financial ~~any~~statements ~~debt~~of orTOYO ~~commitments~~Solar as of ~~other~~and ~~entities,~~for orthe ~~purchased~~year ~~any~~ended ~~non-financial~~December ~~assets~~31, 2023.

~~Contractual~~The Transactions ~~Obligations~~ continue to progress and are expected to be completed after the Business Combination Meeting, subject to the satisfaction of all other closing conditions. Following the completion of the Transactions, the combined company will operate as TOYO Co., Ltd and is expected to be listed on the Nasdaq Capital Market under the ticker “TOYO.”

AsIn anticipation of ~~December~~filing ~~31,~~of ~~2023~~the Post-Effective Amendment with the SEC, wethe doCompany ~~not~~postponed ~~have~~the ~~any~~Business ~~long-term~~Combination Meeting originally ~~debt~~scheduled to be held on April 23, ~~capital~~2024, ~~lease~~at ~~obligations~~9:00 a.m., ~~operating~~Eastern ~~lease~~Time ~~obligations~~and orwill ~~long~~discard the votes previously received accordingly. After the Post-~~term~~Effective ~~liabilities~~Amendment is declared effective by the SEC, the Company will mail the Proxy Statement Amendment when available to its shareholders as of a record date established for voting on the proposed Business Combination and recollect the vote on the proposals as provided in the Proxy Statement Amendment.

~~We are obligated to pay Maxim a deferred underwriters’~~Results ~~discount equal to 3.5%~~ of the gross proceeds of the IPO and the underwriter’s full exercise of the over-allotment. Pursuant to the UA Amendment, Maxim agrees to convert the total amount of its deferred underwriting commission in the amount of $3,220,000, or 3.5% of the gross proceeds from the IPO, into 322,000 Deferred Underwriting Shares immediately prior to the consummation of the Company’s initial Business Combination.Operations

~~The~~We have ~~founder~~neither ~~shares,~~engaged ~~the~~in ~~Class~~any Aoperations ~~Ordinary~~nor ~~Shares included~~generated inany ~~the~~operating ~~Private~~revenues ~~Units,~~to ~~and~~date. ~~any~~Our ~~Class~~only Aactivities ~~Ordinary~~from ~~Shares~~inception ~~that~~through ~~may~~March 31, be2024 ~~issued~~were ~~upon~~organizational ~~conversion~~activities ofand ~~working~~those ~~capital~~necessary ~~loans~~to ~~(and~~prepare ~~any~~for ~~underlying securities)~~the ~~will~~IPO, besearch ~~entitled~~for toa ~~registration~~target ~~rights~~company, ~~pursuant~~and toeffectuate athe ~~registration~~Transactions with ~~and~~TOYO ~~shareholder~~Solar. ~~rights~~We ~~agreement~~do ~~entered~~not ~~into~~expect into ~~connection with~~generate ~~the~~any ~~IPO.~~operating ~~The~~revenues ~~holders~~until ofafter ~~these~~the ~~securities~~completion ~~are~~of ~~entitled~~our toinitial ~~make~~Business upCombination. We expect to ~~three~~generate ~~demands,~~non-operating ~~excluding~~income ~~short~~in the form ~~demands,~~of ~~that~~interest weincome ~~register such~~on marketable securities. Inheld ~~addition,~~after the ~~holders~~IPO. ~~have~~We ~~certain~~expect ~~“piggy-back”~~that we ~~registration~~will ~~rights~~incur ~~with~~increased ~~respect~~expenses toas ~~registration~~a ~~statements filed~~result ~~subsequent~~of tobeing ~~our~~a ~~completion~~public ofcompany ~~the~~(for ~~initial~~legal, ~~Business~~financial ~~Combination.~~reporting, Weaccounting ~~will~~and ~~bear~~auditing ~~the~~compliance), as ~~expenses~~well ~~incurred~~as for due diligence expenses in connection with ~~the~~searching ~~filing of~~for, ~~any~~and ~~such~~completing, ~~registration~~a ~~statements~~Business Combination.

For the three months ended March 31, 2024, we had net income of $212,762, which consisted of interest and dividend earned on investment held in Trust Account and interest income of $511,845 offset by formation and operations costs of $299,083.

~~Critical~~For the ~~Accounting~~three ~~Policies~~months ended March 31, ~~Judgements~~2023, ~~and~~we had net income of $882,620, which consisted of dividend earned on investment held in Trust ~~Estimates~~Account and interest income of $1,002,180 offset by formation and operations costs of $119,560.

~~Use~~For the nine months ended March 31, 2024, we had net income of ~~estimates~~$849,949, which mainly consisted of interest and dividend earned on investment held in the Trust Account and interest income of $1,672,134 offset by formation and operations costs of $822,185.

~~In preparing~~ For the ~~unaudited~~nine ~~condensed~~months ~~financial statements~~ended inMarch ~~conformity~~31, ~~with U.S. GAAP~~2023, ~~management~~we ~~makes~~had ~~estimates~~net ~~and~~income ~~assumptions~~of ~~that~~$1,571,322, ~~affect~~which ~~the~~mainly ~~reported~~consisted ~~amounts~~ of ~~assets~~dividend ~~and~~earned ~~liabilities and~~on ~~disclosure~~investment ofheld ~~contingent~~in the ~~assets~~Trust Account and ~~liabilities~~interest atincome ~~the date~~ of ~~the~~$2,207,606 ~~financial~~offset ~~statements~~by formation and ~~the~~operations ~~reported~~costs ~~expenses~~of ~~during the reporting period~~$636,292.

~~Making estimates requires management to exercise~~Liquidity ~~significant~~and ~~judgment.~~Capital It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates.Resources

~~Investments~~As of March 31, 2024, we had cash outside the Trust Account of $3,036 available for working capital needs. All remaining cash is held in the Trust Account and is generally unavailable for our use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem the ordinary shares. As of March 31, 2024, none of the amount on deposit in the Trust Account was available to be withdrawn as described above.

AtAs ~~December~~of March 31, ~~2023~~2024, ~~the~~we ~~assets~~had ~~held~~cash of $3,036 and a working deficit of $2,931,090. We have incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the ~~Trust~~consummation of a Business Combination. In connection with our assessment of ~~Account~~going ~~were~~concern ~~held~~considerations in ~~money~~accordance ~~market~~with ~~funds~~Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, ~~which~~“Disclosures ~~are~~of ~~invested~~Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about our ability to continue as a going concern. The management’s plan in Uaddressing this uncertainty is through the working capital loans.S In addition, if we are unable to complete a Business Combination within the combination period by June 2, 2024 (or up to November 2, 2024, if extended), unless further extended, our board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of us. ~~Treasury~~There ~~securities~~is no assurance that our plans to consummate a Business Combination will be successful within the combination period by June 2, 2024 (or up to November 2, 2024, if extended), unless further extended. As a result, management has determined that such additional condition also raise substantial doubt about our ability to continue as a going concern. The unaudited condensed financial statement does not include any adjustments that might result from the outcome of this uncertainty.

We classify our U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which we have the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying unaudited condensed balance sheet and adjusted for the amortization or accretion of premiums or discounts.31

~~Class~~For Athe ~~ordinary~~nine ~~shares~~months ~~subject~~ended toMarch ~~possible~~31, 2024, net cash used in operating ~~redemption~~activities was $791,131, which resulted from non-cash interest and dividend earned on investment held in Trust Account of $1,672,126, and increase in prepaid expenses of $6,193, and offset by net income of $915,993, increase in accounts payable and accrued expenses of $6,515, and increase in due to related parties of $30,724.

WeFor the ~~account~~nine ~~for~~months ~~our~~ended ~~ordinary~~March ~~shares~~31, ~~subject~~2023, ~~to possible~~net ~~redemption~~cash used in ~~accordance~~operating ~~with~~activities ~~the~~was ~~guidance~~$596,564, inwhich ~~ASC~~resulted ~~Topic 480 “Distinguishing Liabilities~~ from ~~Equity.”~~non-cash ~~Ordinary~~dividend earned ~~shares~~on ~~subject~~investment toheld ~~mandatory~~in ~~redemption~~Trust ~~are~~Account ~~classified~~of as$2,207,606, ~~a liability instrument~~ and ~~are~~decrease ~~measured~~in ataccounts ~~fair~~payable ~~value.~~and ~~Conditionally~~accrued ~~redeemable ordinary~~expenses ~~shares~~of ~~(including~~$186, ~~ordinary~~and ~~shares~~offset ~~that~~by ~~feature~~net ~~redemption~~income of ~~rights~~$1,571,322, ~~that~~decrease ~~are~~in ~~either~~prepaid ~~within~~expenses ~~the~~of ~~control~~$29,750, ofand ~~the~~increase ~~holder~~in ordue ~~subject~~ to ~~redemption~~related ~~upon~~parties ~~the occurrence~~ of ~~uncertain events not solely within our control) are classified as temporary equity. At all other times~~$10, ~~ordinary shares lassifyified as shareholders’ equity~~156.

~~Warrants~~For the nine months ended March 31, 2024, net cash provided by investing activities was $28,825,912, which resulted from the withdrawals of investment held in Trust Account of $29,305,912 offset by the purchases of investment held in Trust Account of $480,000.

~~We account for warrants as either equity-classified or~~For ~~liability-classified instruments based on an assessment of~~ the ~~warrant’s~~nine ~~specific~~months ~~terms~~ended ~~and~~March applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”)31, ~~and ASC Topic 815~~2023, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares and whether the warrant holders could potentially require “net cash ~~settlement”~~ used in ainvesting ~~circumstance~~activities ~~outside~~was ~~of our control~~$920, ~~among other conditions for equity classification. This assessment~~000, which ~~requires~~resulted ~~the~~from ~~use of professional judgment, is conducted at~~ the ~~time~~purchases of ~~warrant~~investment held ~~issuance~~in ~~and~~Trust asAccount of ~~each subsequent quarterly period end date while the warrants are outstanding~~$920,000.

For the ~~issued~~nine ormonths ~~modified~~ended ~~warrants~~March ~~that~~31, ~~meet~~2024, ~~all of~~net ~~the~~cash ~~criteria~~used ~~for~~in ~~equity~~financing ~~classification,~~activities ~~the~~was ~~warrants~~$28,032,491, ~~are~~which ~~required~~resulted tofrom bethe ~~recorded~~redemption asof aClass A ~~component~~Ordinary Shares of ~~equity~~$29,305,912 atoffset by the ~~time~~proceeds offrom issuance~~. As~~ ~~our~~of ~~warrants~~promissory ~~meet~~notes ~~all~~to a third party of $590,088, the ~~criteria~~proceeds from ~~for~~issuance ~~equity~~of ~~classification,~~promissory sonotes weto ~~will~~a ~~classify~~related ~~each~~party ~~warrant~~of as$590,088 ~~its~~and ~~own~~withdrawals ~~equity~~from our Escrow Account of $500,000.

32For the nine months ended March 31, 2023, net cash provided by financing activities was $1,245,000, which resulted from the proceeds from issuance of promissory notes to a related party of $1,245,000.

~~Fair~~Promissory Notes ~~Value of Financial Instruments~~

~~The~~In November ~~fair~~2022, ~~value~~July of2023, ~~our~~November ~~assets~~2023 and ~~liabilities~~April 2024, ~~which~~ ~~qualify~~the asCompany ~~financial~~had ~~instruments~~issued ~~under~~a ~~FASB~~total ~~ASC~~of ~~820,~~five unsecured promissory notes (the “~~Fair~~Sponsor Notes”) ~~Value~~in ~~Measurements~~a ~~and~~total ~~Disclosures~~principal amount of $1,”270,000 ~~approximates~~to the ~~carrying amounts~~Sponsor. ~~represented~~The inproceeds of the ~~balance~~Sponsor ~~sheet,~~Notes ~~primarily~~may ~~due~~be drawn down from time to time until the Company consummates its ~~short-term~~initial ~~nature~~Business Combination, will be used as general working capital purposes.

~~Fair value is defined as the price that would~~In beDecember ~~received for sale of an asset or paid for transfer of a liability~~2023, inthe anCompany ~~orderly~~issued ~~transaction between market participants at~~ the ~~measurement date.~~Fuji ~~GAAP~~Expenses ~~establishes~~Note in a ~~three-tier~~principal ~~fair~~amount ~~value~~of ~~hierarchy~~$33,333 ~~which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority~~ to ~~unadjusted~~Fuji ~~quoted~~Solar ~~prices in active markets~~ for ~~identical~~its ~~assets~~advancement orof ~~liabilities~~ one-third (~~Level~~ 1 ~~measurements~~/3) ~~and~~of the ~~lowest~~ ~~priority~~Valuation toFirm ~~unobservable~~Expenses ~~inputs~~pursuant ~~(Level~~to 3the ~~measurements).~~Merger ~~Our financial instruments are classified as either Level 1, Level 2 or Level 3~~Agreement. ~~These tiers include:~~

-From ~~Level~~January 2023 to May 2024, a total of $1,968,648 ~~defined~~had asbeen ~~observable~~deposited in ~~inputs~~the ~~such~~Trust asAccount ~~quoted~~for ~~prices~~extension of the Company’s timeline to complete a Business Combination (~~unadjusted~~the “Extension Fee”), which have enabled the Company to extend the period of time it has to consummate its initial Business Combination up to June 2, 2024. The Company has issued fifteen unsecured promissory notes for ~~identical~~the ~~instruments~~payment of Extension Fees in ~~active~~the ~~markets;~~total amount of $1,968,648, among which ten were issued to the Sponsor for the total principal amount of $1,698,648 and four were issued to Fuji Solar (as defined below) for the total principal amount of $210,000 and one was issued to ZENIN, one of the shareholders of the Sponsor, for a total principal amount of $60,000. The proceeds of the Extension Notes were deposited into the Trust Account for the public shareholders, which enables the Company to extend the period of time it has to consummate its initial Business Combination.

-The ~~Level~~Extension 2,Notes ~~defined~~together aswith ~~inputs~~the ~~other~~Sponsor ~~than~~Notes ~~quoted~~and ~~prices~~the inFuji ~~active~~Expenses Note ~~markets~~(collectively ~~that~~refer ~~are~~herein ~~either directly or indirectly observable such~~ as ~~quoted~~“Promissory ~~prices~~Notes”) ~~for~~issued ~~similar~~to ~~instruments~~the inSponsor, ~~active~~Fuji ~~markets~~Solar orand ~~quoted~~ZENIN, ~~prices~~respectively, ~~for~~have ~~identical~~the same orpayment ~~similar~~and ~~instruments~~conversion interm ~~markets~~as ~~that~~discussed ~~are not active; and~~below.

-The Promissory ~~Level~~Notes 3,bear ~~defined~~no asinterest ~~unobservable~~and ~~inputs~~is payable in ~~which~~full ~~little~~upon the earlier to occur of (i) the consummation of the Business Combination or no(ii) ~~market~~the ~~data~~date ~~exists,~~of ~~therefore~~expiry ~~requiring~~of the term of the Company (the “Maturity Date”). The following shall constitute an ~~entity~~event of default: (i) a failure to ~~develop~~pay ~~its~~the ~~own~~principal ~~assumptions~~within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, ~~such~~(iii) asthe ~~valuations~~breach ~~derived~~of ~~from~~the ~~valuation~~Company’s ~~techniques~~obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in ~~which~~connection ~~one~~with orthe ~~more~~performance ~~significant~~of ~~inputs~~the orobligations ~~significant~~thereunder, ~~value~~in ~~drivers~~which case ~~are~~the ~~unobservable~~Promissory Notes may be accelerated.

~~Income~~The payees ~~Taxes~~of the Promissory Notes, respectively, have the right, but not the obligation, to convert the Promissory Notes, in whole or in part, respectively, into private units (the “Conversion Units”) of the Company, 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 Company (File Number 333-261585), by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Business Combination. The number of Conversion Units to be received by the payees 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.

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.32

~~Deferred~~Until consummation ~~tax~~of ~~assets~~the ~~and~~Business ~~liabilities~~Combination, ~~are~~the ~~measured~~ Company will be using ~~enacted~~the ~~income~~funds ~~tax~~not ~~rates~~held ~~expected~~in tothe ~~apply~~Trust toAccount, ~~taxable~~and ~~income~~any inadditional funding that may be loaned to us by the ~~years~~ inSponsor, ~~which~~for ~~those~~identifying ~~temporary~~and ~~differences~~evaluating ~~are~~prospective ~~expected~~acquisition candidates, performing business due diligence on prospective target businesses, traveling to beand ~~recovered~~from the offices, plants or ~~settled.~~similar ~~Any~~locations ~~effect~~of onprospective ~~deferred~~target ~~tax~~businesses, ~~assets~~reviewing corporate documents and ~~liabilities~~material agreements of aprospective ~~change~~target inbusinesses, ~~tax~~selecting ~~rates~~the istarget ~~recognized~~business into ~~income~~acquire inand ~~the~~structuring, ~~period~~negotiating ~~that~~and ~~includes~~consummating the ~~enactment~~Business ~~date~~Combination.

~~ASC 740~~If our ~~prescribes~~estimates aof ~~comprehensive~~the ~~model for~~costs ~~how~~of ~~companies~~undertaking ~~should~~in-depth ~~recognize,~~due ~~measure,~~diligence ~~present~~and negotiating Business Combination are less than the actual amount necessary to do so, ~~and~~we ~~disclose~~may inhave ~~their~~insufficient ~~financial~~funds ~~statements~~available ~~uncertain~~to ~~tax~~operate ~~positions~~our ~~taken~~business orprior ~~expected~~ to bethe ~~taken~~Business onCombination aand ~~tax~~will ~~return~~need to raise additional capital. ~~Under~~In ~~ASC 740~~this event, ~~tax~~our ~~positions~~officers, ~~must~~directors ~~initially~~or betheir ~~recognized~~affiliates inmay, ~~the~~but ~~financial~~are ~~statements~~not ~~when~~obligated itto, isloan ~~more~~us funds ~~likely~~as ~~than~~may ~~not~~be ~~the~~required. ~~position~~If ~~will~~we beconsummate ~~sustained~~an ~~upon~~initial ~~examination~~Business byCombination, ~~the~~we ~~tax~~would ~~authorities.~~repay ~~Our~~such ~~management~~loaned ~~determined~~amounts ~~that~~out of the ~~Cayman~~proceeds ~~Islands is~~of ~~our~~the ~~major~~Trust Account ~~tax~~released ~~jurisdiction.~~to Weus ~~recognize~~upon ~~accrued~~consummation ~~interest~~of ~~and~~the ~~penalties~~Business ~~related~~Combination, toor, ~~unrecognized~~at ~~tax~~the ~~benefits~~lender’s discretion, ifsuch ~~any,~~loans asmay ~~income~~be ~~tax~~convertible ~~expense~~into units of the post Business Combination entity at a price of $10.00 per unit.

WeMoreover, we ~~are~~may ~~considered~~need to beobtain anadditional ~~exempted~~financing ~~Cayman~~either ~~Islands company,~~to ~~and~~consummate ~~are~~our ~~presently~~initial ~~not~~Business ~~subject~~Combination or because we become obligated to ~~income~~redeem a ~~taxes~~significant ornumber ~~income~~of ~~tax~~our ~~filing~~public ~~requirements~~shares upon consummation of our initial Business Combination, in ~~the~~which ~~Cayman~~case ~~Islands~~we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the ~~United States~~consummation of our initial Business Combination. Following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

~~Net~~As of ~~Income~~March ~~(Loss)~~31, ~~per~~2024 ~~Share~~and June 30, 2023, the Company had borrowings of $2,645,506 and $1,872,085 under the Promissory Notes, respectively.

~~We have two classes of shares, which are referred~~Due to Related ~~as redeemable ordinary shares and non-redeemable ordinary shares. Earnings and losses are shared pro rata between the two classes of shares.~~Parties

33From time to time, Mr. Liang Shi, the Company’s Director, Chief Executive Officer, Secretary and Chairman, would incur travel costs to search for targets. As of March 31, 2024 and June 30, 2023, due to Mr. Liang Shi amounted to $4,228 and $3,504, respectively.

~~Recent~~Administrative Services ~~Accounting Pronouncements~~Agreement

~~In August 2020, the FASB issued a new standard~~The ~~(ASU 2020-06)~~Company tois ~~reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature~~obligated, ~~the~~commencing ~~changes~~from ~~are a trade-off between simplifications in~~ the ~~accounting~~effective ~~model~~date ~~(no separation~~ of anthe ~~“equity”~~IPO ~~component~~ to ~~impute~~pay athe ~~market interest rate~~Sponsor, ~~and~~a ~~simpler~~monthly ~~analysis~~fee of ~~embedded~~$10,000 ~~equity~~for ~~features)~~general and ~~a potentially~~administrative ~~adverse~~services. ~~impact~~This toagreement ~~diluted~~was ~~earnings~~signed ~~per share~~ by ~~requiring~~ the ~~use~~Company ofand the ~~if-converted~~Sponsor ~~method.~~on ~~The~~January ~~new~~31, ~~standard~~2022 ~~will~~and ~~also~~it ~~impact~~will ~~other financial~~terminate ~~instruments~~upon ~~commonly~~completion ~~issued~~of ~~by both public and private companies. For example,~~ the ~~separation model for beneficial conversion~~Company’s ~~features~~Business isCombination ~~eliminated~~or ~~simplifying~~ the ~~analysis~~liquidation ~~for issuers~~ of ~~convertible~~the ~~debt~~Trust ~~and~~Account ~~convertible~~to ~~preferred~~public ~~stock~~shareholders. ~~Also,~~The ~~certain~~Company ~~specific requirements~~has torecognized ~~achieve~~operating ~~equity~~costs ~~classification~~under the ~~and/or~~Administrative ~~qualify~~Services ~~for~~Agreement in the ~~derivative~~amount ~~scope~~of ~~exception~~$30,000 ~~for~~in ~~contracts~~each ~~indexed~~of tothe anthree ~~entity’s own~~months ~~equity~~ended ~~are~~March ~~removed~~31, ~~enabling~~2024 ~~more freestanding instruments~~ and ~~embedded features to avoid mark-to-market accounting~~2023. The ~~new standard~~Company ishas ~~effective~~recognized ~~for~~operating ~~companies~~costs ~~that~~under ~~are~~the ~~SEC~~Administrative ~~filers~~Services ~~(except~~Agreement ~~for~~in ~~smaller~~the ~~reporting~~amount ~~companies)~~of ~~for~~$90,000 ~~fiscal years~~in ~~beginning~~each ~~after~~of ~~December 15, 2021~~the ~~and~~nine ~~interim~~months ~~periods~~ended March ~~within that year~~31, 2024 and ~~two years later for other companies~~2023. ~~Companies~~As ~~can early adopt the standard at the start~~ of aMarch ~~fiscal~~31, ~~year~~2024 ~~beginning~~and ~~after~~June ~~December 15~~30, ~~2020.~~2023, ~~The~~the ~~standard~~Company ~~can~~had ~~either~~$90,000 beand ~~adopted~~$60,000, onrespectively, aaccrued ~~modified~~under ~~retrospective or a full~~the ~~retrospective~~Administrative ~~basis.~~Services ~~The~~Agreement ~~adoption~~due ofto ~~ASU~~the ~~2020-06 on July 1, 2022 did not have a material effect on our unaudited condensed financial statements~~ Sponsor.

~~Management does not believe that any other recently~~Off-Balance ~~issued,~~Sheet ~~but~~Financing ~~not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our unaudited condensed financial statements.~~Arraignments

~~Item~~We have 3no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of March 31, 2024. ~~Quantitative~~We ~~and~~do ~~Qualitative~~not ~~Disclosures~~participate in ~~about~~transactions ~~Market~~that ~~Risk~~create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

~~The net proceeds of our IPO and Private Placement~~Contractual held in the Trust Account are invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.Obligations

~~Item~~As of 4.March ~~Controls~~31, ~~and~~2024, ~~Procedures~~we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

~~Evaluation~~We are obligated to pay Maxim a deferred underwriters’ discount equal to 3.5% of ~~Disclosure~~the ~~Controls~~gross proceeds of the IPO and ~~Procedures~~the underwriter’s full exercise of the over-allotment. Pursuant to the UA Amendment, Maxim agrees to convert the total amount of its deferred underwriting commission in the amount of $3,220,000, or 3.5% of the gross proceeds from the IPO, into 322,000 Deferred Underwriting Shares immediately prior to the consummation of the Company’s initial Business Combination.

~~Under~~The founder shares, the ~~supervision~~Class ~~and~~A ~~with~~Ordinary ~~the~~Shares ~~participation~~included ofin ~~our~~the ~~management~~Private Units, ~~including~~and ~~our~~any ~~principal~~Class ~~executive~~A ~~officer~~Ordinary ~~and~~Shares ~~principal~~that ~~financial~~may ~~and~~be ~~accounting~~issued upon ~~officer,~~conversion weof ~~conducted~~working ancapital ~~evaluation~~loans of(and ~~the~~any ~~effectiveness~~underlying ofsecurities) ~~our~~will ~~disclosure~~be ~~controls~~entitled to registration rights pursuant to a registration and ~~procedures~~shareholder asrights ofagreement entered into in connection with the ~~end~~IPO. The holders of ~~the~~these ~~quarter~~securities ~~ended~~are entitled ~~December~~to ~~31,~~make ~~2023~~up to three demands, asexcluding ~~such~~short ~~term~~form isdemands, ~~defined~~that inwe ~~Rules~~register ~~13a-15(e)~~such ~~and~~securities. ~~15d-15(e)~~In ~~under~~addition, the ~~Exchange~~holders ~~Act.~~have ~~Based~~certain “piggy-back” onregistration ~~this~~rights ~~evaluation,~~with ~~our~~respect ~~principal executive~~to ~~officer~~registration ~~and~~statements ~~principal~~filed ~~financial~~subsequent ~~and~~to ~~accounting~~our ~~officer~~completion ~~have~~of ~~concluded~~the initial ~~that~~Business ~~during~~Combination. We will bear the ~~period~~expenses ~~covered~~incurred byin ~~this~~connection ~~report,~~with ~~our~~the ~~disclosure controls~~filing ~~and~~of ~~procedures~~any ~~were~~such ~~effective~~registration statements.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.33

~~Changes~~Critical Accounting inPolicies, ~~Internal~~Judgements ~~Control~~and ~~over Financial Reporting~~Estimates

~~There have been no change in our internal control~~Use ~~over~~of ~~financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.~~estimates

34In preparing the unaudited condensed financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period.

~~PART~~Making estimates IIrequires –management ~~OTHER~~to ~~INFORMATION~~exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates.

~~Item~~Cash and 1.Investment ~~Legal~~held ~~Proceedings~~in Trust Account

WeAt ~~are~~March ~~not~~31, a2024, ~~party~~the toassets ~~any~~held ~~material~~in ~~legal~~the ~~proceedings~~Trust ~~and~~Account nowere ~~material~~held ~~legal~~in ~~proceedings~~cash ~~have~~in ~~been~~an ~~threatened~~interest-bearing bybank usdemand ~~or,~~deposit ~~to the best of our knowledge, against us~~account.

~~Item~~We classify 1Aour U.S. ~~Risk~~Treasury ~~Factors~~and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which we have the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying unaudited condensed balance sheet and adjusted for the amortization or accretion of premiums or discounts.

~~As a smaller reporting company, as defined in~~Class ~~Rule~~A ~~12b-2~~ordinary ofshares ~~the~~subject ~~Exchange Act, we are not required~~ to ~~provide~~possible ~~the information required by this Item.~~redemption

~~Item~~We account 2.for ~~Unregistered~~our ~~Sales~~ordinary ofshares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” ~~Securities~~Ordinary shares subject to mandatory redemption are classified as a liability instrument and ~~Use~~are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of ~~Proceeds~~the ~~from~~holder ~~Registered~~or ~~Securities~~subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares classified as shareholders’ equity.

On November 15, 2023, the Company issued the Sponsor Note in the principal amount of $250,000 to the Sponsor. The proceeds of the Sponsor Note, which may be drawn down from time to time until the Company consummates its initial Business Combination, will be used as general working capital purposes.Warrants

OnWe account ~~December~~for 28warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”), ~~2023~~and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the ~~Company~~warrants ~~issued~~are freestanding financial instruments pursuant to ASC 480, meet the ~~Fuji~~definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements ~~Expenses~~for ~~Note~~equity inclassification under ASC 815, including whether the ~~principal~~warrants ~~amount~~are indexed to our own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of ~~$33~~our control,~~333~~ among other conditions for ~~its~~equity ~~advancement~~classification. ofThis ~~one-third~~assessment, ~~(1/3)~~which ofrequires the ~~Valuation~~use ~~Firm~~of ~~Expenses~~professional ~~pursuant~~judgment, tois conducted at the time of warrant issuance ~~Merger~~and ~~Agreement~~as of each subsequent quarterly period end date while the warrants are outstanding.

~~From~~For issued ~~October~~or 1,modified ~~2023~~warrants tothat ~~the~~meet ~~date~~all ~~hereof,~~of the ~~Company issued~~criteria afor ~~total~~equity ~~of five (5) Extension Notes~~classification, ~~among~~the ~~which~~warrants ~~two~~are ~~(2)~~required ~~were issued~~ to ~~the~~be ~~Sponsor~~recorded inas ~~the~~a ~~total principal amount~~ component of ~~$90,000~~equity ~~on November~~at ~~1, 2023 and December 26, 2023 and three 3 were issued to Fuji Solar in~~ the ~~total~~time ~~principal amount~~ of ~~$150,000~~issuance. onAs ~~December~~our ~~4, 2023,~~warrants ~~December~~meet ~~26,~~all ~~2023 and February 6, 2024, respectively. The proceeds~~ of the ~~Extension~~criteria ~~Notes was deposited into the Company’s Trust Account~~ for ~~the~~equity ~~public shareholders~~classification, ~~which~~so ~~enables~~we ~~the~~will ~~Company~~classify toeach ~~extend~~warrant as ~~the period of time it has to consummate~~ its ~~initial~~own ~~Business Combination up to March 2, 2024~~equity. ~~As of the date hereof, the Company has issued the Extension Notes in the aggregate principal amount of $1,788,648.~~

~~The Promissory Notes bear no interest and are~~Fair ~~payable~~Value ~~in full upon the consummation~~ of aFinancial Business Combination. 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 the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the promissory note may be accelerated.Instruments

The fair ~~payees~~value of ~~the~~our ~~Promissory~~assets ~~Notes,~~and ~~respectively~~liabilities, ~~have~~which ~~the~~qualify ~~right,~~as ~~but not~~financial ~~the~~instruments ~~obligation,~~under toFASB ~~convert~~ASC ~~the Promissory Notes~~820, ~~in whole or in part, respectively, into private units (the~~ “~~Conversion~~Fair ~~Units”), each~~Value ~~consisting~~Measurements ~~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~~Disclosures,” ~~upon~~approximates the ~~consummation~~carrying ofamounts arepresented ~~Business Combination, as described~~ in ~~our final prospectus for our IPO filed with~~ the ~~SEC~~balance ~~on January 31~~sheet, ~~2022,~~primarily bydue ~~providing the Company with written notice of the intention~~ to ~~convert~~its atshort-term ~~least two business days prior to the closing of the Business Combination~~nature. The number of Conversion Units to be received by such 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.

3534

~~The~~Fair value ~~information~~is ofdefined as the ~~Promissory~~price ~~Notes~~that ~~contained under~~would ~~Item~~be 2received for sale of ~~Part~~an Iasset ~~above~~or ispaid ~~incorporated~~for ~~herein~~transfer byof ~~reference~~a liability, in ~~response~~an toorderly ~~this~~transaction between ~~item~~market participants at the measurement date. ~~The~~GAAP ~~issuance~~establishes ofa ~~the~~three-tier ~~Promissory~~fair ~~Notes~~value ~~was~~hierarchy, ~~made~~which prioritizes the inputs ~~pursuant~~used toin measuring fair value. The hierarchy gives the ~~exemption~~highest ~~from~~priority ~~registration~~to ~~contained~~unadjusted quoted prices in ~~Section~~active 4markets for identical assets or liabilities (aLevel 1 measurements) and the lowest priority to unobservable inputs (2Level 3 measurements). ofOur ~~the~~financial ~~Securities~~instruments are ~~Act~~classified ofas ~~1933~~either Level 1, asLevel ~~amended~~2 or Level 3. These tiers include:

On- ~~October~~Level 21, ~~2023,~~defined the Company entered into the UA Amendment with Maxim, pursuant to which Maxim agrees to convert the total amount of its deferred underwriting commission in the amount of $3,220,000, or 3.5% of the gross proceeds from the IPO, into 322,000 Deferred Underwriting Shares immediately prior to the consummation of the Company’s initial Business Combination. The Company agrees to register the Deferred Underwriting Shares in the proxy statement/prospectus to be filed in connection with the initial Business Combination under the Securities Act of 1933, as ~~amended.~~observable Ifinputs ~~the Company fails to register~~ such ~~Deferred~~as ~~Underwriting~~quoted ~~Shares,~~prices ~~Maxim~~(unadjusted) ~~is entitled~~ for upidentical toinstruments ~~three~~in ~~demand~~active ~~registration rights and unlimited piggyback registration rights with respect to such Deferred Underwriting Shares.~~markets;

~~The~~- ~~information~~Level of2, ~~the~~defined ~~Deferred~~as ~~Underwriting~~inputs ~~Shares contained~~other ~~under~~than ~~Item~~quoted 2prices ofin ~~Part~~active Imarkets ~~above~~that isare ~~incorporated~~either ~~herein~~directly byor ~~reference~~indirectly inobservable ~~response~~such toas ~~this~~quoted ~~item.~~prices ~~The~~for ~~issuance~~similar ofinstruments ~~the~~in ~~Deferred~~active ~~Underwriting Shares~~markets ~~was~~or ~~made~~quoted ~~pursuant~~prices tofor ~~the~~identical ~~exemption~~or ~~from~~similar ~~registration~~instruments ~~contained~~ in ~~Section~~markets ~~4(a)(2)~~that ofare ~~the~~not ~~Securities~~active; ~~Act of 1933, as amended.~~and

~~Item~~- Level 3., ~~Defaults~~defined ~~upon~~as ~~Senior~~unobservable ~~Securities~~inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~None.~~Income Taxes

~~Item~~Income taxes 4are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under ~~Mine~~this ~~Safety~~method, ~~Disclosures~~deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

~~Not~~Deferred tax ~~applicable~~assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

~~Item~~ASC 740 prescribes 5a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. ~~Other~~Under ~~Information~~ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Our management determined that the Cayman Islands is our major tax jurisdiction. We recognize accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

~~None~~We are considered to be an exempted Cayman Islands company, and are presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

36Net Income (Loss) per Share

~~Item~~We have 6two classes of shares, which are referred to as redeemable ordinary shares and non-redeemable ordinary shares. ~~Exhibits~~Earnings and losses are shared pro rata between the two classes of shares.

Exhibit No.		Description
2.1		Amendment to the Merger Agreement dated December 6, 2023, 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. (incorporated herein by reference to Exhibit 2.1 to Form 8-K as filed with the Securities and Exchange Commission on December 7, 2023)
2.2		Amendment 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. (incorporated herein by reference to Exhibit 2.1 to Form 8-K as filed with the Securities and Exchange Commission on February 6, 2024)
10.1		Amendment No. 1 to the Underwriting Agreement dated October 2, 2023, by and between Blue World Acquisition Corporation and Maxim Group LLC. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on October 3, 2023)
10.2		Extension Promissory Note, dated November 1, 2023, issued by Blue World Acquisition Corporation to Blue World Holdings Limited. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on November 1, 2023)
10.3		Promissory Note, dated November 15, 2023, issued by Blue World Acquisition Corporation to Blue World Holdings Limited. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on November 17, 2023)
10.4		Amendment to the Shareholder Lock-up and Support Agreement dated December 6, 2023, by and among Blue World Acquisition Corporation, TOYO Co., Ltd, and Fuji Solar Co., Ltd. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on December 7, 2023)
10.5		Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission on December 7, 2023)
10.6		Extension Promissory Note, dated December 4, 2023, issued by Blue World Acquisition Corporation to Fuji Solar Co., Ltd. (incorporated herein by reference to Exhibit 10.3 to Form 8-K as filed with the Securities and Exchange Commission on December 7, 2023)
10.7		Extension Promissory Note, dated December 26, 2023, issued by Blue World Acquisition Corporation to Blue World Holdings Limited (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on January 2, 2024)
10.8		Extension Promissory Note, dated December 26, 2023, issued by Blue World Acquisition Corporation to Fuji Solar Co., Ltd. (incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission on January 2, 2024)
10.9		Promissory Note, dated December 28, 2023, issued by Blue World Acquisition Corporation to Fuji Solar Co., Ltd. (incorporated herein by reference to Exhibit 10.3 to Form 8-K as filed with the Securities and Exchange Commission on January 2, 2024)
10.10		Amendment to the Investment Management Trust Agreement dated January 26, 2024, by and between the Company and Continental Stock Transfer & Trust Company (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on January 29, 2024)
10.11		Extension Promissory Note, dated February 6, 2024, issued by Blue World Acquisition Corporation to Fuji Solar Co., Ltd. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on February 6, 2024)
31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Recent Accounting Pronouncements

*In August 2020, ~~Filed~~the ~~herewith~~FASB issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted earnings per share by requiring the use of the if-converted method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preferred stock. Also, certain specific requirements to achieve equity classification and/or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for smaller reporting companies) for fiscal years beginning after December 15, 2021 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The adoption of ASU 2020-06 on July 1, 2022 did not have a material effect on our unaudited condensed financial statements.

**Management does ~~Furnished~~not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our unaudited condensed financial statements.

3735

~~SIGNATURES~~Item 3. Quantitative and Qualitative Disclosures about Market Risk

~~Pursuant~~We are toa ~~the~~smaller ~~requirements of~~reporting ~~the~~company ~~Securities~~as ~~Exchange~~defined ~~Act~~by ofRule ~~1934,~~12b-2 of the ~~registrant~~Exchange ~~has~~Act ~~duly~~and ~~caused~~are ~~this~~not ~~report~~required to beprovide ~~signed on its behalf by~~ the ~~undersigned~~information ~~thereunto~~otherwise ~~duly~~required ~~authorized~~under this item.

	BLUE WORLD ACQUISITION CORPORATION
Date: February 13, 2024	By:	/s/ Liang Shi
		Liang Shi
		Chief Executive Officer (Principal Executive Officer)

Item 4. Controls and Procedures

~~By:~~Evaluation of ~~/s/~~Disclosure ~~Tianyong~~Controls ~~Yan Tianyong Yan Chief Financial Officer (Principal Financial~~ and ~~Accounting Officer)~~Procedures

38Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the quarter ended March 31, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.

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Changes in Internal Control over Financial Reporting

There have been no change in our internal control over financial reporting during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material legal proceedings and no material legal proceedings have been threatened by us or, to the best of our knowledge, against us.

Item 1A. Risk Factors

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities

On April 1, 2024, the Company issued the Sponsor Note A in the principal amount of $180,000 to the Sponsor. The proceeds of the Sponsor Note, which may be drawn down from time to time until the Company consummates its initial Business Combination, will be used as general working capital purposes.

On April 19, 2024, the Company issued the Sponsor Note B in the principal amount of up to $320,000 to the Sponsor. The proceeds of the Sponsor Note B, which may be drawn down from time to time until the Company consummates its initial Business Combination, will be drawn from time to time for general working capital purposes.

From January 1, 2024 to the date hereof, the Company issued a total of four (4) Extension Notes, of which one (1) was issued to the Sponsor in a total principal amount of $60,000 on March 1, 2024 and two (2) were issued to Fuji Solar in a total principal amount of $120,000 on February 6, 2024 and April 1, 2024, and one (1) was issued to ZENIN in a total principal amount of $60,000 on May 2, 2024, respectively. The proceeds of the Extension Notes were deposited into the Company’s Trust Account for the public shareholders, which enables the Company to extend the period of time it has to consummate its initial Business Combination up to June 2, 2024. As of the date hereof, the Company has issued the Extension Notes in the aggregate principal amount of $1,968,648.

The Promissory Notes bear no interest and are payable in full upon the consummation of a Business Combination. 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 the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the promissory note may be accelerated.

The payees of the Promissory Notes, respectively, have the right, but not the obligation, to convert the Promissory Notes, in whole or in part, respectively, into private units (the “Conversion Units”), 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 our final prospectus for our IPO filed with the SEC on January 31, 2022, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Business Combination. The number of Conversion Units to be received by such 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.

The information of the Promissory Notes contained under Item 2 of Part I above is incorporated herein by reference in response to this item. The issuance of the Promissory Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

On March 6, 2024, the Company entered into the PIPE Purchase Agreement with PubCo NOTAM, in connection with the Transactions. Pursuant to the PIPE Purchase Agreement, NOTAM agrees to purchase a total of 600,000 PIPE Shares, at a purchase price of $10.00 per share, for an aggregate PIPE Purchase Price of $6,000,000.

The issuance of the PIPE Shares to NOTAM will not be registered under the Securities Act of 1933, as amended, and is in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibit No.		Description
2.1		Amendment No. 3 to the Merger Agreement dated February 29, 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, Fuji Solar Co., Ltd., Belta Technology Company Limited, WA Global Corporation and BestToYo Technology Company Limited. (incorporated herein by reference to Exhibit 2.1 to Form 8-K as filed with the Securities and Exchange Commission on March 4, 2024).
2.2		Joinder Agreement dated February 29, 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, Fuji Solar Co., Ltd., Belta Technology Company Limited, WA Global Corporation and BestToYo Technology Company Limited. (incorporated herein by reference to Exhibit 2.2 to Form 8-K as filed with the Securities and Exchange Commission on March 4, 2024).
3.1		Amended and Restated Memorandum and Articles of Associate, dated March 26, 2024. (incorporated herein by reference to Exhibit 3.1 to Form 8-K as filed with the Securities and Exchange Commission on March 29, 2024).
10.1		Amendment to the Shareholder Lock-up and Support Agreement dated February 29, 2024, by and among Blue World Acquisition Corporation, TOYO Co., Ltd, and Fuji Solar Co., Ltd. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on March 4, 2024).
10.2		Form of Sponsor Lock-Up Agreement (incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission on March 4, 2024).
10.3		Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.3 to Form 8-K as filed with the Securities and Exchange Commission on March 4, 2024).
10.4		Form of Assignment, Assumption and Amended & Restated Warrant Agreement (incorporated herein by reference to Exhibit 10.4 to Form 8-K as filed with the Securities and Exchange Commission on March 4, 2024).
10.5		Extension Promissory Note, dated March 1, 2024, issued by Blue World Acquisition Corporation to Blue World Holdings Limited (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on March 1, 2024).
10.6		PIPE Purchase Agreement dated March 6, 2024, by and among Blue World Acquisition Corporation, TOYO Co., Ltd, and NOTAM Co., Ltd. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on March 8, 2024).
10.7		Amendment to the Investment Management Trust Agreement dated March 26, 2024, between the Company and Continental Stock Transfer & Trust Company. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on March 29, 2024).
10.8		Extension Promissory Note, dated April 1, 2024, issued by Blue World Acquisition Corporation to Fuji Solar Co., Ltd. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on April 3, 2024).
10.9		Promissory Note, dated April 1, 2024, issued by Blue World Acquisition Corporation to Blue World Holdings Limited. (incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission on April 3, 2024).
10.10		Promissory Note, dated April 19, 2024, issued by Blue World Acquisition Corporation to Blue World Holdings Limited. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on April 19, 2024).
10.11		Extension Promissory Note, dated May 2, 2024, issued by Blue World Acquisition Corporation to ZENIN INVESTMENTS LIMITED. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on May 3, 2024).
31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

**	Furnished.

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 thereunto duly authorized.

	BLUE WORLD ACQUISITION CORPORATION

Date: May 15, 2024	By:	/s/ Liang Shi
		Liang Shi
		Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Tianyong Yan
		Tianyong Yan
		Chief Financial Officer (Principal Financial and Accounting Officer)

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