Amendment: SEC Form SC 13D/A filed by Blue World Acquisition Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Amendment No. 2)

Under the Securities Exchange Act of 1934

BLUE WORLD ACQUISITION CORPORATION

(Name of Issuer)

Class A Ordinary Share, par value $0.0001 per share

(Title of Class of Securities)

G1263E102

(CUSIP Number)

Liang Shi

244 Fifth Avenue, Suite B-88

New York, NY 10001

212-726-2880

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 1, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 3d-1(f) or 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G1263E102

SCHEDULE 13D

CUSIP No. G1263E102

Explanatory Note

This amendment No. 2 (the “Amendment”) to the Schedule 13D is filed to amend and supplement the statement on Schedule 13D, initially filed with the Securities and Exchange Commission (the “SEC”) on February 2, 2022, as further amended on October 24, 2023 ( the “Schedule 13D”).

This Amendment is being filed by Blue World Holdings Limited, a Hong Kong private company, relating to ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) of Blue World Acquisition Corporation, a Cayman Islands exempted company with limited liability (the “Company” or the “Issuer”). Blue World Holdings Limited is the record holder of the shares reported herein.

This Amendment is being filed because the Reporting Person no longer beneficially owns any Ordinary Shares of the Company. Therefore, this Amendment constitutes the final amendment to the Reporting Person’s Schedule 13D and an “exit” filing for the Reporting Person.

Item 1. Security and Issuer.

This statement on the Amendment relates to the Class B ordinary shares, par value $0.0001 per share, of the Issuer (the “Class B Ordinary Shares”), automatically convertible into Ordinary Shares on one for one basis subject to certain adjustments upon the consummation of an initial business combination of the Issuer.

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

Item 2. Identity and Background.

Item 2 of the Schedule 13D is amended and supplemented as follows:

The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3.

SCHEDULE 13D

CUSIP No. G1263E102

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is amended and supplemented as follows:

Consummation of the Business Combination

On July 1, 2024 (the “Closing Date”), Blue World Acquisition Corporation, a Cayman Islands exempted company (“BWAQ” or the “Company”), consummated the previously announced business combination pursuant to the an Agreement and Plan of Merger, dated as of August 10, 2023 (as the same may be amended, restated or supplemented, the “Business Combination 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 Co., Ltd, a Japanese company (“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”).

Pursuant to the Business Combination Agreement, (a) the Group Companies, VSUN, Fuji Solar, WAG, Belta and BestToYo consummated the Pre-Merger Reorganization (as defined in the Business Combination Agreement), and (b) following the consummation of the Pre-Merger Reorganization, BWAQ merged with and into Merger Sub, with Merger Sub continuing as the surviving company (the “Merger”). As a result of the Merger, among other things, all of the issued and outstanding securities of BWAQ immediately prior to the Merger Effective Time (as defined in the Business Combination Agreement) were no longer outstanding and were automatically 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.

Immediately prior to and in connection with the Merger, the Reporting Person transferred a total of 500,000 Class B Ordinary Shares to Fuji Solar and its financial advisor (the “Transfer”) pursuant to that certain Sponsor Support Agreement dated August 10, 2023, by and between the Company, the Reporting Person and PubCo. After the transfer, the Sponsor held 980,000 Class B Ordinary Shares. As a result of the Merger, the securities held by the Sponsor were automatically cancelled and, in exchange, the Sponsor received substantially equivalent securities of PubCo pursuant to the Business Combination Agreement.

As a result of the consummation of the Transfer and the Merger, as of the date hereof, the Reporting Person no longer beneficially owns any securities of the Company, including Ordinary Shares of the Company.

SCHEDULE 13D

CUSIP No. G1263E102

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and supplemented as follows:

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Items 4 of this Schedule 13D are hereby incorporated by reference into this Item 6.

SCHEDULE 13D

CUSIP No. G1263E102

Item 7. Materials to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by adding the following to the end of the section:

SCHEDULE 13D

CUSIP No. G1263E102

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: July 3, 2024

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