UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 261, 2024

BLUE WORLD ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands	001-41256	N/A
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification Number)

244 Fifth Avenue, Suite B-88
New York, NY 10001

(Address of principal executive offices)

(646) 998-9582

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Units, consisting of one Class A Ordinary Share, $0.0001 par value, one-half of one redeemable Warrant, each whole warrant to acquire one Class A Ordinary Share, and one Right to acquire one-tenth of one Class A Ordinary Share	BWAQU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	BWAQ	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share	BWAQW	The Nasdaq Stock Market LLC
Rights, each whole right to acquire one-tenth of one Class A Ordinary Share	BWAQR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

On July 1, 2024 (the “Closing Date”), Blue World Acquisition Corporation, a Cayman Islands exempted company (“BWAQ”), consummated the previously announced business combination pursuant to the Agreement and Plan of Merger, dated as of August 10, 2023 (as amended on December 6, 2023, February 6, 2024 and February 29, 2024, the “Business Combination Agreement”), by and among (i) BWAQ, (ii) TOYO Co., Ltd, a Cayman Islands exempted company (“TOYO” or “PubCo”), (iii) Vietnam Sunergy Cell Company Limited, a Vietnamese company and wholly-owned subsidiary of TOYO (“TOYO Solar”), (iv) TOYOone Limited, a Cayman Islands exempted company and wholly-owned subsidiary of TOYO (“Merger Sub”), (v) TOPTOYO INVESTMENT PTE. LTD., a Singapore private company limited by shares (“SinCo,” together with TOYO, Merger Sub and TOYO Solar, the “Group Companies,” or each individually, a “Group Company”), (vi) Vietnam Sunergy Joint Stock Company, a Vietnam joint stock company (“VSUN”), (vii) Fuji Solar Co., Ltd, a Japanese company (“Fuji Solar”), (viii) WA Global Corporation, a Cayman Islands exempted company (“WAG”), (ix) Belta Technology Company Limited, a Cayman Islands exempted company (“Belta”), and (x) BestToYo Technology Company Limited, a Cayman Islands exempted company (“BestToYo”).

Pursuant to the Business Combination Agreement, (a) the Group Companies, VSUN, Fuji Solar, WAG, Belta and BestToYo shall consummate a series of transactions involving the Group Companies, including (A) TOYO 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 $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 TOYO, (ii) TOYO Solar shall become a wholly-owned subsidiary of SinCo; and (iii) immediately prior to the closing of the SinCo Acquisition, WAG, Belta and BestToYo shall hold an aggregate of 41,000,000 ordinary shares of TOYO, par value $0.0001 per share (such ordinary shares, “PubCo Ordinary Shares”), representing all issued and outstanding share capital of TOYO, and (b) following the consummation of the Pre-Merger Reorganization, BWAQ 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 BWAQ 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 Business Combination 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 Business Combination Agreement or any of the other relevant Transaction Documents (as defined in the Business Combination Agreement) are collectively referred to as “Business Combination.”

At the Merger Effective Time, (a) each of BWAQ’s units, each consisting of (i) one Class A ordinary share of BWAQ, par value $0.0001 per share (“BWAQ Class A Ordinary Share”), (ii) one-half of one BWAQ warrant of which one whole warrant entitling the holder thereof to purchase one BWAQ Class A Ordinary Share at a purchase price of $11.50 per share (“BWAQ Warrant”), and (iii) one right of BWAQ, each convertible into one-tenth of one BWAQ Class A Ordinary Share (“BWAQ Right”) outstanding immediately prior to the Merger Effective Time (to the extent not already separated) was separated into one BWAQ Class A Ordinary Share and one-half of one BWAQ Warrant of which one whole warrant entitling the holder thereof to purchase one BWAQ Class A Ordinary Share at a purchase price of $11.50 per share, and one right of BWAQ (the “Unit Separation”); (b) immediately following the Unit Separation, (i) each issued and outstanding BWAQ Warrant was converted into one warrant of the Company (“Warrant”) to purchase one Ordinary Share, (ii) each outstanding BWAQ Right outstanding was cancelled in exchange for one-tenth of one BWAQ Class A Ordinary Share, (iii) each BWAQ Class B ordinary share, par value US$0.0001 per share issued and outstanding immediately prior to the Merger Effective Time, was automatically converted into one BWAQ Class A Ordinary Share, and (iv) each BWAQ Class A Ordinary Share issued and outstanding immediately prior to the Merger Effective Time, was cancelled in exchange for the right to receive one newly issued PubCo Ordinary Share.

On July 2, 2024, PubCo Ordinary Shares commenced trading on the Nasdaq Stock Market (“Nasdaq”) under the symbol “TOYO.”

The foregoing summary of the material terms of the Business Combination Agreement are further described in BWAQ’s definitive proxy statement dated May 10, 2024, filed with the Securities and Exchange Commission (“SEC”) on May 10, 2024.

Item 1.01. Entry into a Material Definitive Agreement.

~~Amendment~~On July 1, 2024, BWAQ, PubCo and Continental Stock Transfer & Trust Company (“CST”) entered into an assignment, assumption and amended & restated warrant agreement (the “Warrant Assumption Agreement”), which amends that certain Warrant Agreement, dated as of January 31, 2022, by and between BWAQ and CST (the “Existing Warrant Agreement”), pursuant to ~~PIPE~~which ~~Purchase~~(a) BWAQ assigned to PubCo, and PubCo will assume, all of BWAQ’s right, title and interest in and to the Existing Warrant Agreement, and (b) each whole BWAQ warrant were modified to no longer entitle the holder to purchase ordinary shares of BWAQ and instead acquire an equal number of PubCo Ordinary Shares per BWAQ warrant, subject to adjustment as described therein.

OnA ~~June~~copy ~~26,~~of ~~2024,~~the ~~Blue~~Warrant ~~World~~Assumption ~~Acquisition~~Agreement ~~Corporation,~~is afiled ~~Cayman~~with ~~Islands~~this ~~exempted~~Current ~~company~~Report ~~(“BWAQ”~~on orForm ~~“Blue~~8-K ~~World”), TOYO Co., Ltd, a Cayman Islands exempted company~~ (this “~~PubCo~~Report”) ~~and~~as ~~NOTAM~~Exhibit Co4.,1 ~~Ltd.,~~and ais ~~Japanese~~incorporated ~~corporation~~herein ~~(“NOTAM”)~~by reference. ~~entered~~The ~~into~~foregoing andescription ~~amendment~~of (the ~~“Amendment~~Warrant toAssumption ~~BWAQ~~Agreement ~~PIPE~~does ~~Purchase~~not ~~Agreement”)~~purport to ~~amend a certain share purchase agreement dated March 6, 2024 (as the same may~~ be ~~amended,~~complete ~~restated~~and oris ~~supplemented,~~qualified ~~the~~in ~~“BWAQ~~its ~~PIPE~~entirety ~~Purchase~~by ~~Agreement”) to potentially~~the ~~issue~~terms ~~additional~~and ~~ordinary~~conditions ~~shares~~ of ~~PubCo (~~the ~~“PubCo~~Warrant ~~Ordinary~~Assumption ~~Shares”) after the Merger Closing (as defined below) to NOTAM subject to the conditions set forth therein~~Agreement.

~~Pursuant~~Item ~~to the BWAQ PIPE Purchase Agreement, NOTAM agrees to purchase a total of 600,000 Class A ordinary shares, par value $0~~1.~~0001~~02. ~~per~~Termination ~~share,~~ of ~~BWAQ (the “NOTAM PIPE Shares”), at~~ a ~~purchase~~Material ~~price~~Definitive ~~of $10.00 per share, for an aggregate purchase price of $6,000,000. The Amendment to BWAQ PIPE Purchase~~ Agreement provides that PubCo agrees to, conditioned on the completion of the PIPE Closing (as defined in the BWAQ PIPE Purchase Agreement) and the closing of the Business Combination (the “Merger Closing”), issue additional ordinary shares of PubCo (the “PubCo Ordinary Shares”) to NOTAM, on the following terms and conditions:.

~~(i)~~On In the ~~event~~Closing ~~that~~Date, ~~the~~in ~~average~~connection with ~~closing~~the ~~price~~consummation of ~~each PubCo Ordinary Share (~~the ~~“Closing~~Business ~~Price”) with respect to all trading days in July 2024 is below $10.00 per share (such average Closing Price~~Combination, the ~~“First Tranche Average Closing Price”), NOTAM may,~~ following ~~the~~material ~~last~~agreements ~~trading day in July 2024 (the “First Tranche Cut-off Date”), elect to purchase from PubCo at a total purchase price~~ of ~~$100~~BWAQ ~~such~~were ~~number~~terminated ofin ~~PubCo~~accordance ~~Ordinary~~with ~~Shares (“First NOTAM Tranche Additional Shares”) calculated as below~~their terms:

~~Number~~(i) Investment Management Trust Agreement, dated as of ~~First~~January ~~NOTAM~~31, ~~Tranche~~2022, ~~Additional Shares~~as =amended (6on May 2,~~000~~ 2023,~~000/First~~ ~~Tranche~~June ~~Average~~30, ~~Closing~~2023, ~~Price~~January -26, ~~600~~2024 and March 26,~~000)~~ x2024, ~~Share~~between ~~Held~~BWAQ ~~Ratio~~and X.CST, as trustee, pursuant to which CST invested the proceeds of BWAQ’s initial public offering in a trust account and the funds of such account were used to make payments to redeeming shareholders of BWAQ and to pay certain of BWAQ’s expenses;

~~Shares~~(ii) ~~Held~~Administrative ~~Ratio~~Services XAgreement, =dated ~~Number~~as of ~~Remaining Converted~~January ~~Shares~~31, ~~held~~2022 by ~~NOTAM~~and asbetween BWAQ and Blue World Holdings Limited, a Hong Kong private company limited by shares and the sponsor of BWAQ (the ~~First~~“Sponsor”), ~~Tranche~~pursuant ~~Cut-off~~to ~~Date~~which ~~/600~~BWAQ paid the Sponsor a monthly fee of $10,000. for general and administrative services; and

~~Notwithstanding~~(iii) ~~the~~Sponsor ~~foregoing~~Support Agreement, ~~the~~dated ~~maximum number~~as of ~~NOTAM~~August ~~First~~10, ~~Tranche~~2023, ~~Additional~~by ~~Shares~~and ~~that~~among ~~NOTAM~~BWAQ, isthe ~~entitled~~Sponsor toand ~~subscribe~~PubCo, ~~for~~pursuant ~~under~~to which the ~~BWAQ~~Sponsor ~~PIPE~~agreed ~~Purchase~~to ~~Agreement~~provide ~~shall~~certain ~~not exceed~~support ~~500,000~~for the consummation of the Business Combination.

~~“Remaining~~Item ~~Converted~~2.01. ~~Shares” means~~Completion ~~the remaining the PubCo Ordinary Share acquired by NOTAM upon the conversion~~ of ~~the~~Acquisition NOTAM PIPE Shares upon the Merger Closing purchased pursuant to the BWAQ PIPE Purchase Agreement, excluding any other PubCo Ordinary Shares acquired by NOTAM upon and following the Merger Closing, in the open market, from any other parties, or ~~the~~Disposition ~~Additional~~of ~~Shares, if any~~Assets.

~~(ii)~~The Ininformation ~~the~~set ~~event that the average Closing Price with respect to all trading days~~ forth in ~~July 2024 and August 2024 is below $10.00 per share (~~the ~~“Second~~Introductory ~~Tranche~~Note ~~Average Closing Price”), NOTAM may, following the last trading day in August 2024 (the “Second Tranche Cut-off Date”), purchase from PubCo at a total purchase price~~ of ~~$100~~this ~~such~~Report ~~number~~is ofincorporated ~~PubCo~~by ~~Ordinary~~reference ~~Shares (“Second NOTAM Tranche Additional Shares”) calculated as below:~~herein.

~~Number~~Item of3.01. ~~Second~~Notice ~~NOTAM~~of ~~Tranche~~Delisting ~~Additional Shares~~or =Failure ~~(6,000,000/Second~~to ~~NOTAM~~Satisfy ~~Tranche~~a ~~Average~~Continued ~~Closing~~Listing ~~Price~~Rule -or ~~600,000~~Standard; -Transfer ~~First~~of ~~NOTAM Tranche Additional Shares) x Share Held Ratio Y~~Listing.

1The information set forth in the Introductory Note of this Report is incorporated by reference herein.

~~Shares~~In ~~Held~~connection ~~Ratio~~with Ythe =consummation ~~Number~~of the Business Combination, BWAQ notified Nasdaq that the Business Combination had become effective and requested that Nasdaq delist the BWAQ’s units, Class A ordinary shares, warrants and rights. Nasdaq filed a notification of ~~Remaining~~removal from listing and registration on Form 25 on July 1, 2024, thereby ~~Converted~~commencing ~~Shares~~the ~~held~~process byof ~~NOTAM~~delisting asthe BWAQ’s units, Class A ordinary shares, warrants and rights from Nasdaq and deregistering the securities under Section 12(b) of the ~~Second~~Securities ~~Tranche~~Exchange ~~Cut-off~~Act ~~Date/600~~of 1934,~~000~~ as amended (the “Exchange Act”). BWAQ intends to file a certification on Form 15 with the SEC to deregister the BWAQ securities and suspend BWAQ’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Notwithstanding the foregoing, the maximum number of Second NOTAM Tranche Additional Shares that NOTAM is entitled to subscribe for under the BWAQ PIPE Purchase Agreement shall equal to 500,000 minus the number of the First NOTAM Tranche Additional Shares.2

~~(iii)~~Item In3.03. ~~the~~Material ~~event~~Modification ~~that the average Closing Price with respect~~ to ~~all~~Rights trading days in July 2024 through September 2024 is below $10.00 per share (the “Third Tranche Average Closing Price”), NOTAM may, following the last trading day in September 2024 (the “Third Tranche Cut-off Date” and together with the Frist Tranche Cut-off Date and the Second Tranche Cut-off Date, each a “Cut-off Date”), purchase from PubCo at a total purchase price of ~~$100~~Security such number of PubCo Ordinary Shares (“Third NOTAM Tranche Additional Shares” and together with the First NOTAM Tranche Additional Shares and the Second Tranche Additional Shares, collectively, the “Additional NOTAM Shares”) calculated as belowHolders.

~~Number~~The ofinformation ~~Third~~set ~~NOTAM Tranche Additional~~forth ~~Shares~~in =the ~~(6,000,000/~~Introductory ~~Third~~Note ~~Tranche~~and ~~Average~~Item ~~Closing~~2.01 ~~Price~~and -Item ~~600,000~~3.01 -above ~~First~~and ~~NOTAM~~Item ~~Tranche~~5.01 ~~Additional~~below ~~Shares~~of –this ~~Second~~Report ~~NOTAM~~is ~~Tranche Additional~~incorporated ~~Shares)~~by xreference ~~Share~~into ~~Held~~this ~~Ratio Z~~Item 3.03.

~~Shares~~Item ~~Held~~5.01. ~~Ratio~~Changes Zin =Control ~~Number~~ of ~~Remaining Converted Shares held by NOTAM as of the Third Tranche Cut-off Date/600,000~~Registrant.

~~Notwithstanding~~The ~~the~~information ~~foregoing,~~set ~~the maximum~~forth ~~number~~in ~~of Third NOTAM Tranche Additional Shares that NOTAM is entitled to subscribe for under~~ the ~~BWAQ~~Introductory ~~PIPE~~Note ~~Purchase~~and ~~Agreement~~Item ~~shall~~2.01 ~~equal to 500,000 minus the sum~~ of ~~number~~this ofReport ~~the~~is ~~First~~incorporated ~~NOTAM~~by ~~Tranche~~reference ~~Additional~~into ~~Shares~~this ~~and~~Item ~~the Second NOTAM Tranche Additional Shares~~5.01.

AAs ~~copy~~a result of the ~~Amendment to~~consummation ~~BWAQ~~of ~~PIPE~~the ~~Purchase~~Business ~~Agreement~~Combination, isa ~~filed~~change ~~with~~in ~~this~~control ~~Current~~of ~~Report~~BWAQ ~~on Form 8-K (this “Report”) as Exhibit 10~~occurred.1 ~~and~~Following isthe ~~incorporated herein~~consummation ~~by reference. The foregoing description~~ of the ~~Amendment~~Business toCombination, BWAQ ~~PIPE~~has ~~Purchase Agreement does not purport~~ ceased to beexist ~~complete~~ and ~~is subject~~Merge ~~to,~~Sub ~~and~~as isthe ~~qualified~~surviving inentity ~~its~~became ~~entirety~~a ~~by,~~wholly-owned ~~the~~subsidiary ~~full text~~ of ~~the Amendment to BWAQ PIPE Purchase Agreement~~PubCo.

~~Earnout~~Item ~~Equities~~5.02. ~~Vesting~~Departure ~~Agreement~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnThe ~~June~~information ~~29,~~set ~~2024, in consideration~~forth ~~of the development and efforts by the relevant parties~~ in ~~completing~~ the ~~Business~~Introductory ~~Combination,~~Note ~~BWAQ, PubCo, the Sellers (as defined below), Blue World Holdings Limited, a Hong Kong private company limited by shares and the sponsor~~ of ~~BWAQ~~this ~~(the~~Report ~~“Sponsor”), Vietnam~~is ~~Sunergy~~incorporated Cell Company Limited, a Vietnamese company (“TOYO Solar”), and other relevant parties entered into a certain Earnout Equities Vesting Agreement (the “Earnout Equities Vesting Agreement”) to, among the others, release all the founder shares of BWAQ (“BWAQ Founder Shares”) held by ~~the~~reference ~~Sponsor from being subject to potential surrender or cancellation as provided under the Sponsor Support Agreement (as defined below)~~herein.

OnIn ~~August~~connection ~~10, 2023, the Sponsor entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”)~~ with ~~BWAQ and PubCo, to agree to, among~~consummation ~~the~~of ~~others, provide certain support for~~ the Business Combination~~. Pursuant to the Earnout Equities Vesting Agreement~~, ~~the parties agree that 1,380,000~~ BWAQ ~~Founder~~has ~~Shares~~ceased ~~are~~to ~~deemed~~exist ~~vested and released~~ from ~~the Sponsor Earnout Equities (as defined in the Sponsor Support Agreement)~~ and ~~the~~after ~~Sponsor will have~~ the ~~right~~Merger toEffective ~~covert such 1~~Time,~~380,000~~ ~~BWAQ Founder Shares into the right to receive PubCo Ordinary Shares~~ at ~~the~~which ~~Merger~~time ~~Closing. Sponsor is also relieved of any of~~ its ~~obligations~~directors ~~with~~and ~~respect~~officers ceased to ~~either~~serve ~~the~~in ~~subscription~~such ~~of additional Class A Ordinary Shares of BWAQ or the surrender of additional Sponsor Earnout Equities under the Sponsor Support Agreement~~capacities.

2Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

AThe ~~copy~~information ofset ~~the Earnout Equities~~forth ~~Vesting~~in ~~Agreement~~the isIntroductory ~~filed~~Note ~~with~~of this Report ~~as Exhibit 10.2 and~~ is incorporated ~~herein~~ by reference. ~~The~~herein ~~foregoing description of the Earnout Equities Vesting Agreement does not purport~~ to ~~be complete and is subject to, and is qualified in its entirety by,~~ the ~~full~~extent ~~text of the Earnout Equities Vesting Agreement~~required.

~~Forward-Looking~~Item ~~Statements~~8.01. Other Events

~~This~~On ~~Current~~July Report on Form 8-K includes forward looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts and may be accompanied by words that convey projected future events or outcomes1, ~~such as “believe~~2024,” ~~“may,” “will,”~~BWAQ “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “could,” “plan,” “potential,” “predict,” “seek,” “target,” “aim,” “plan,” “project,” “forecast,” “should,” “would,” or variations of such words or by expressions of similar meaning. Such forward-looking statements, including statements regarding the advantages and ~~expected growth of~~ PubCo, ~~the~~issued ~~cash~~a ~~position~~joint ofpress ~~PubCo~~release ~~following~~announcing the ~~closing,~~completion ~~the ability~~ of ~~TOYO Solar, PubCo, and Blue World to consummate~~ the ~~proposed~~ Business Combination. ~~and~~A ~~the~~copy ~~timing~~ of ~~such consummation, are subject to risks and uncertainties, which could cause actual results to differ from~~ the ~~forward-looking~~press ~~statements.~~release ~~These~~is ~~risks~~attached ~~and~~as ~~uncertainties include, but are not limited to, those factors described~~Exhibit in the section entitled “Risk Factors” in Blue World’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2023 (the “Form 10-K”), Blue World’s final prospectus dated January 31, 2023 filed with the SEC (the “Final Prospectus”) related to IPO, Blue World’s Proxy Statement dated May 10, 2024 filed with the SEC and the amendments thereto in connection with the Business Combination, and in other documents filed by Blue World with the SEC from time to time99.1 ~~Important~~hereto factors that could cause PubCo’s actual results or outcomes to differ materially from those discussed in the forward-looking statements include: TOYO Solar’s or PubCo’s limited operating history; the ability of TOYO Solar or PubCo to identify and ~~integrate~~is ~~acquisitions;~~incorporated general economic and market conditions impacting demand for the products of TOYO Solar or PubCo; the inability to complete the proposed Business Combination; the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, ~~among~~reference other things, the amount of cash available following any redemptions by Blue World shareholders; the ability to meet Nasdaq’s listing standards following the consummation of the proposed Business Combination; costs related to the proposed Business Combination; and such other risks and uncertainties as are discussed in the Form 10-K, the Final Prospectus and Proxy Statement and the amendments theretoherein. Other factors include the possibility that the proposed Business Combination do not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions.

TOYO Solar, PubCo and Blue World each expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations of TOYO Solar, PubCo or Blue World with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.

Additional Information about the Transaction and Where to Find It

In connection with the proposed Business Combination, PubCo filed with the SEC the Post-Effective Amendment to Registration Statement on Form F-4, which includes the Proxy Statement containing information about the proposed Business Combination. The Post-Effective Amendment to Registration Statement was declared effective on May 6, 2024, and the Definitive Proxy Statement was first being mailed to BWAQ’s shareholders as of the record date established for voting on the proposed Business Combination on or about May 17, 2024.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND THE PARTIES TO THE TRANSACTIONS. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC free of charge at www.sec.gov. Shareholders of Blue World will also be able to obtain copies of the Proxy Statement/prospectus without charge, once available, at the SEC’s website at www.sec.gov.

Participants in the Solicitation

PubCo, TOYO Solar, Blue World and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from Blue World’s shareholders with respect to the proposed Business Combination. Information regarding Blue World’s directors and executive officers is available in Blue World’s filings with the SEC. Additional information regarding the persons who may, under the rules of the SEC, be deemed to be participants in the proxy solicitation relating to the proposed Business Combination and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/prospectus when it becomes available.

No Offer or Solicitation

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Amendment to PIPE Purchase Agreement dated June 26, 2024, by and among Blue World Acquisition Corporation, TOYO Co., Ltd, and NOTAM Co., Ltd.
4.1		Warrant Assumption Agreement, dated July 1, 2024, by and among Blue World Acquisition Corporation, TOYO Co., Ltd and Continental Stock Transfer & Trust Company.
10.2		Earnout Equities Vesting Agreement dated June 29, 2024, by and among Blue World Acquisition Corporation, Blue World Holdings Limited and TOYO Co., Ltd.
99.1		Press Release, dated July 1, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Blue World Acquisition Corporation
	TOYOone Limited
	By:	/s/ Liang Shi
	(as successor by merger to Blue World Acquisition Corporation)
	Name:	Liang Shi
	By:	/s/ RYU Junsei
	Title:	Chief Executive Officer
	Name:	RYU Junsei
Date: July 1, 2024
	Title:	Director
Date: July 8, 2024

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