Blue World Holdings Ltd sold $480,000,000,000 worth of Class B Ordinary Shares (400,000 units at $1,200,000.00), decreasing direct ownership by 18% to 1,880,000 units (SEC Form 4)
$BWAQ
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Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Blue World Acquisition Corp [ BWAQ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/20/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class B Ordinary Shares(1) | 10/20/2023 | S | 400,000(2)(3) | D | $1,200,000 | 1,880,000(3)(4) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Class B ordinary shares will automatically convert into Class A ordinary shares on one-for-one basis, subject to certain adjustments as provided in the amended and restated memorandum and articles of association of Blue World Acquisition Corporation (the "Issuer") upon the consummation of an initial business combination. |
| 2. Representing 400,000 Class B ordinary shares that Blue World Holdings Limited (the "Sponsor") transferred to one of its members pursuant to certain sponsor support agreement and the agreement and plan of merger dated August 10, 2023 (the "Transfer"). In May 2023, the Sponsor issued 2,500 of its preference shares to one of its members for the purchase price of $1,200,000 in connection with a proposed business combination. Each preference share of the Sponsor entitles such member to receive 160 Class B ordinary shares of the Issuer. |
| 3. Sponsor, a Hong Kong private company limited by shares, is the record holder of the insider shares reported herein. Sponsor is governed by a board of managers consisting of five members. Each member has one vote, and the approval of a majority of the board is required to approve an action of the Sponsor. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then no individual is deemed a beneficial owner of the entity's securities. Therefore, no director of Sponsor exercises voting or dispositive control over any of the securities held by Sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them are deemed to have or share beneficial ownership of such shares. |
| 4. As previously reported on the Form 3 of the Sponsor dated February 2, 2023, immediately prior to the Transfer, the Sponsor held an aggregate of 2,280,000 Class B ordinary share of the Issuer. As a result of this Transfer, the Sponsor currently holds 1,880,000 Class B ordinary share of the Issuer. |
| /s/ Liang Shi Liang Shi, Director | 10/24/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||