Blue World Acquisition Corporation (“Blue World”) (NASDAQ: BWAQ)
today announced that it postponed the extraordinary general meeting
(the “Extraordinary General Meeting”) pending the Post-Effective
Amendment (as defined below) in connection with the proposed
business combination (the “Business Combination”) between Blue
World and Vietnam Sunergy Cell Company Limited, a Vietnamese
company (“TOYO Solar”).
Prior to the Extraordinary General Meeting, TOYO
Co., Ltd, a Cayman Islands exempted company and the parent of TOYO
Solar (“PubCo”) intends to file with the U.S. Securities and
Exchange Commission (the “SEC”) and make available to Blue World’s
shareholders, a post-effective amendment to the Registration
Statement on Form F-4 of PubCo, as amended (File No. 333-277779)
(the “Registration Statement,” and such amendment, the
“Post-Effective Amendment”), which includes the proxy statement, as
amended (the “Proxy Statement,” and such amendment, the “Proxy
Statement Amendment”). The Post-Effective Amendment will include
financial statements of TOYO Solar as of and for the year ended
December 31, 2023.
The Business Combination continues to progress
and is expected to be completed after the Extraordinary General
Meeting, subject to the satisfaction of all other closing
conditions. Following the completion of the Business Combination,
the combined company will operate as TOYO Co., Ltd and is expected
to be listed on the Nasdaq Capital Market under the ticker
“TOYO.”
Extraordinary General Meeting Originally
Scheduled on April 23, 2024 Is Postponed
In anticipation of filing of the Post-Effective
Amendment with the SEC, Blue World has postponed the Extraordinary
General Meeting originally scheduled to be held on April 23, 2024,
at 9:00 a.m., Eastern Time and will discard the votes previously
received accordingly. After the Post-Effective Amendment is
declared effective by the SEC, Blue World 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. Blue World’s shareholders are
advised to carefully read the Proxy Statement Amendment before
making any voting or investment decision.
In connection with the postponement of the
Extraordinary General Meeting, Blue World will return redemption
requests previously received, if any, and postpone acceptance of
redemption request until the mailing of the Proxy Statement
Amendment. Blue World will instruct new deadline for delivery of
redemption requests from Blue World’s public shareholders to its
transfer agent as provided in the Proxy Statement Amendment. If you
have questions regarding the certification of your position or
delivery of your shares, please contact:
Continental Stock Transfer & Trust Company1
State Street 30th FloorNew York, NY 10004-1561E-mail:
spacredemptions@continentalstock.com
Blue World’s shareholders who have questions
regarding the postponement of the Extraordinary General Meeting or
the impact on the votes casted, or would like to request documents
may contact Blue World’s proxy solicitor, Advantage Proxy, Inc., at
(877) 870-8565, or banks and brokers can call (206) 870-8565, or by
email at ksmith@advantageproxy.com.
About Blue World Acquisition
Corporation
Blue World Acquisition Corporation is a blank
check company, also commonly referred to as a special purpose
acquisition company, or SPAC, formed for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses or entities.
About TOYO Solar
TOYO Solar is an early-stage company
incorporated in November 2022 to separate the solar cell and module
production business from Vietnam Sunergy Joint Stock Company, a
majority-owned subsidiary of Fuji Solar Co., Ltd, a Japanese
company, whose major shareholder is Abalance Corporation, a
Japanese company publicly traded on the Tokyo Stock Exchange. TOYO
Solar is committed to becoming a reliable full service solar
solutions provider in the United States and globally, integrating
the upstream production of wafer and silicon, midstream production
of solar cell, downstream production of photovoltaic (PV) modules,
and potentially other stages of the solar power supply chain. TOYO
Solar has completed the phase 1 construction of a cell plant in Phu
Tho Province, Vietnam with a designed annual capacity of 3GW, which
has commenced commercial production since October 2023. The phase 2
construction is expected to commence in the second half of 2024,
the completion of which is expected to extend TOYO Solar’s annual
solar cell production capacity to a total of 6GW. Notably, TOYO
Solar’s affiliated company, Vietnam Sunergy Joint Stock Company, is
a well-established PV module producer in the United States and
Southeast Asia as evidenced by its inclusion in Bloomberg NEF’s
Tier 1 Solar Market List since 2019.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of section 27A of the U.S. Securities
Act of 1933, as amended (the “Securities Act”), and section 21E of
the U.S. Securities Exchange Act of 1934 (“Exchange Act”) that are
based on beliefs and assumptions and on information currently
available to Blue World, TOYO Solar and/or PubCo. In some cases,
you can identify forward-looking statements by the following words:
“may,” “will,” “could,” “would,” “should,” “expect,” “intend,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,”
“potential,” “continue,” “ongoing,” “target,” “seek” or the
negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects,
although not all forward-looking statements contain these words.
Any statements that refer to expectations, projections or other
characterizations of future events or circumstances, including the
consummation of the transactions under the business combination
agreement, projections of market opportunity and market share, the
capability of TOYO Solar’s business plans including its plans to
expand, the sources and uses of cash from the proposed Business
Combination, the anticipated enterprise value of the combined
company following the consummation of the proposed Business
Combination, any benefits of TOYO Solar’s partnerships, strategies
or plans as they relate to the proposed Business Combination,
anticipated benefits of the proposed Business Combination and
expectations related to the terms and timing of the proposed
Business Combination are also forward-looking statements. These
statements involve risks, uncertainties and other factors that may
cause actual results, levels of activity, performance or
achievements to be materially different from those expressed or
implied by these forward-looking statements. Although each of Blue
World, TOYO Solar and PubCo believes that it has a reasonable basis
for each forward-looking statement contained in this press release,
each of Blue World, TOYO Solar and PubCo cautions you that these
statements are based on a combination of facts and factors
currently known and projections of the future, which are inherently
uncertain. These filings may identify and address other important
risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking
statements. None of Blue World, TOYO Solar or PubCo can assure you
that the forward-looking statements in this press release will
prove to be accurate. These forward-looking statements are subject
to a number of risks and uncertainties, including, among others,
the ability to complete the transactions due to the failure to
obtain approval from Blue World’s shareholders or satisfy other
closing conditions in the business combination agreement, the
occurrence of any event that could give rise to the termination of
the business combination agreement, the ability to recognize the
anticipated benefits of the transactions, the amount of redemption
requests made by Blue World’s public shareholders, costs related to
the transactions, the impact of the global COVID-19 pandemic, the
risk that the transaction disrupts current plans and operations as
a result of the announcement and consummation of the transactions,
the outcome of any potential litigation, government or regulatory
proceedings and other risks and uncertainties, including those to
be included under the heading “Risk Factors” in Blue World’s Annual
Report on Form 10-K filed with the SEC on September 28, 2023 (the
“Form 10-K”), Blue World’s final prospectus dated January 31, 2023
filed with the SEC (the “Final Prospectus”) related to Blue World’s
initial public offering, Blue World’s Proxy Statement dated March
28, 2024 filed with the SEC and the amendments thereto in
connection with the proposed Business Combination and in its
subsequent quarterly reports on Form 10-Q and other filings with
the SEC. There may be additional risks and uncertainties to be
disclosed in the Proxy Statement Amendment, or that none of Blue
World, TOYO Solar or PubCo presently know or that Blue World, TOYO
Solar and PubCo currently believe are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. In light of the significant
uncertainties in these forward-looking statements, you should not
regard these statements as a representation or warranty by Blue
World, TOYO Solar, PubCo, their respective directors, officers or
employees or any other person that Blue World, TOYO Solar and PubCo
will achieve their objectives and plans in any specified time
frame, or at all. The forward-looking statements in this press
release represent the views of Blue World, TOYO Solar and PubCo as
of the date of this press release. Subsequent events and
developments may cause those views to change. However, while Blue
World, TOYO Solar and PubCo may update these forward-looking
statements in the future, there is no current intention to do so,
except to the extent required by applicable law. You should,
therefore, not rely on these forward-looking statements as
representing the views of Blue World, TOYO Solar or PubCo as of any
date subsequent to the date of this press release.
No Offer or solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the potential transactions and does
not constitute an offer to sell or a solicitation of an offer to
buy any securities of Blue World, TOYO Solar or PubCo, nor shall
there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities
Act. Important Additional Information Regarding
the Transactions Filed With the SEC
In connection with the proposed Business
Combination, PubCo filed with the SEC the Registration Statement on
Form F-4, which includes the Proxy Statement containing information
about the proposed Business Combination, and the Registration
Statement was declared effective on March 26, 2024. PubCo intends
to file with the SEC a Post-Effective Amendment, and Blue World
will mail the Proxy Statement Amendment/Post-Effective Amendment
when available. This press release does not contain all the
information that should be considered concerning the proposed
Business Combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
transactions. Blue World’s shareholders and other interested
persons are advised to read, when available, the Proxy
Statement/prospectus and the amendments thereto and the Proxy
Statement/prospectus and other documents filed in connection with
the proposed Business Combination, as these materials will contain
important information about TOYO Solar, PubCo, Blue World and the
proposed Business Combination. When available, the Proxy Statement
Amendment and other relevant materials for the proposed Business
Combination will be mailed to shareholders of Blue World as of a
record date established for voting on the proposed Business
Combination. Such shareholders will also be able to obtain copies
of the preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus, the Proxy Statement Amendment/Post-Effective
Amendment and other documents filed with the SEC, without charge,
once available, at the SEC’s website at www.sec.gov, or by
directing a request to Blue World Acquisition Corporation, 244
Fifth Avenue, Suite B-88, New York, NY 10001, Attention: Liang Shi,
Chief Executive Officer.
Participants in the
Solicitation
PubCo, TOYO Solar, Blue World and their
respective directors, executive officers, other members of
management, and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Blue World’s
shareholders in connection with the proposed Business Combination.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of Blue World’s
shareholders in connection with the proposed Business Combination
are set forth in PubCo’s Registration Statement on Form F-4,
including a proxy statement/prospectus.
Investors and security holders may
obtain more detailed information regarding the names and interests
in the proposed Business Combination of Blue World’s directors and
officers in Blue World’s filings with the SEC and such information
is also in the Registration Statement filed with the SEC by PubCo,
which includes the proxy statement/prospectus for the proposed
Business Combination.
Contact Information:Liang (Simon)
ShiChairman and Chief Executive
OfficerEmail: liang.shi@zeninpartners.comTel: (646)
998-9582
Investor Relations:Jingwen
ZhuAssociateEmail: jingwenzhu@zeninpartners.comTel: 86
13671834329
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