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Blue World Acquisition Corporation *

Blue World Acquisition Corporation *

Dec 10, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: Vietnam Sunergy Cell Company Limited

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD

Blue World Acquisition Corporation entered into a definitive business combination agreement with Vietnam Sunergy Cell Company Limited (“TOYO Solar”)

  • TOYO Solar, originating from the Bloomberg Tier 1 listed solar module producer, Vietnam Sunergy Joint Stock Company (“VSUN”), operates out of Phu Tho Province, Vietnam.
  • TOYO Solar’s core operations involve the manufacturing and sales of solar cells.
  • TOYO Solar is an indirect subsidiary of Fuji Solar Co., Ltd, whose major shareholder is Abalance Corporation, a Japanese company publicly traded on the Tokyo Stock Exchange.

SUBSEQUENT EVENT – 7/1/24 – LINK

PIPE Amendment

  • The Amendment to BWAQ PIPE Purchase Agreement provides that PubCo agrees to issue additional ordinary shares of PubCo to NOTAM (on top of its $6 million PIPE), on the following terms and conditions:
    • If the average closing price with respect to all trading days in July 2024 is below $10.00, NOTAM will elect to purchase from the PubCo at a total purchase price of $100 calculated from the following:
      • Number of First NOTAM Tranche Additional Shares = (6,000,000/First Tranche Average Closing Price – 600,000) x Share Held Ratio X.
      • Shares Held Ratio X = Number of Remaining Converted Shares held by NOTAM as of the First Tranche Cut-off Date /600,000.
    • If the average closing price with respect to all trading days in August 2024 is below $10.00, NOTAM will elect to purchase from the PubCo at a total purchase price of $100 calculated from the following:
      • Number of Second NOTAM Tranche Additional Shares = (6,000,000/Second NOTAM Tranche Average Closing Price – 600,000 – First NOTAM Tranche Additional Shares) x Share Held Ratio Y.
      • Shares Held Ratio Y = Number of Remaining Converted Shares held by NOTAM as of the Second Tranche Cut-off Date/600,000.
    • If the average closing price with respect to all trading days in September 2024 is below $10.00, NOTAM will elect to purchase from the PubCo at a total purchase price of $100 calculated from the following:
      • Number of Third NOTAM Tranche Additional Shares = (6,000,000/ Third Tranche Average Closing Price – 600,000 – First NOTAM Tranche Additional Shares – Second NOTAM Tranche Additional Shares) x Share Held Ratio Z
      • Shares Held Ratio Z = Number of Remaining Converted Shares held by NOTAM as of the Third Tranche Cut-off Date/600,000
    • The maximum number of Third NOTAM Tranche Additional Shares that NOTAM is entitled to subscribe for under the BWAQ PIPE Purchase Agreement shall equal to 500,000 minus the sum of number of the First NOTAM Tranche Additional Shares and the Second NOTAM Tranche Additional Shares.

Sponsor Earnout Vesting Agreement

  • All the Sponsor’s founder shares will be released from the Earnout provisions.

EXTENSION – 3/29/24 – LINK

  • The SPAC approved the extension from April 2, 2024 to November 2, 2024.
    • 1,059,186 shares were redeemed.
    • $60K per month will be deposited into the trust account.

SUBSEQUENT EVENT – 3/8/24 – LINK

  • The SPAC entered into a PIPE Purchase Agreement with NOTAM Co., Ltd. in connection with the Transactions.
  • NOTAM agrees to purchase a total of 600,000 Class A ordinary shares of BWAQ, at a purchase price of $10.00 per share, for an aggregate purchase price of $6,000,000.

TRANSACTION

  • The board of directors of each of Blue World and TOYO Solar as well as shareholders of TOYO Solar have approved the transactions.
  • The transactions are expected to close in the first half of 2024.
  • PubCo will acquire 100% of the issued and paid-up share capital of SinCo from Fuji Solar in exchange for one ordinary share of PubCo per share.
  • Immediately prior to the closing of the SinCo Acquisition, Fuji Solar shall hold an aggregate of 41,000,000 PubCo Ordinary Shares, representing all issued and outstanding share capital of PubCo.

SPAC FUNDING

  • PIPE: [AMENDED – SEE SUBSEQUENT EVENT FROM 7/1/24 – LINK]
    • NOTAM agrees to purchase a total of 600,000 Class A ordinary shares of BWAQ, at a purchase price of $10.00 per share, for an aggregate purchase price of $6,000,000.

EARNOUT

  • Company Earnout:
    • At or prior to the closing of the Merger, an aggregate of 13,000,000 PubCo Ordinary Shares held by the Sellers (the “Earnout Shares”) will be deposited in a segregated escrow account and will be released from the Earnout Escrow Account and delivered to the Seller as follows:
      • Following the Merger, if the net profit of PubCo for the fiscal year ending December 31, 2024 as shown on the audited financial statements of PubCo, 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 Seller; and
      • If the 2024 Audited Net Profit is less than US$41,000,000, then:
        • (i) the portion of the Earnout Shares in number equal to (1) the quotient of (a) the 2024 Audited Net Profit divided by (b) US$41,000,000, multiplied by (2) 13,000,000 PubCo Ordinary Shares, shall become immediately vested and be released from the Earnout Escrow Account to the Seller, and
        • (ii) the remaining portion of the Earnout Shares shall be surrendered or otherwise delivered by the Seller to PubCo for no consideration or nominal consideration and cancelled by PubCo.
  • Sponsor Earnout: [AMENDED – SEE SUBSEQUENT EVENT FROM 7/1/24 – LINK]
    • The Sponsor Earnout Equities include 2,280,000 Class B ordinary shares of BWAQ.
      • (i) If the Transaction Financings total less than $20 million and the Company and Shareholders waive the Available Closing Cash condition, the Sponsor must surrender all Sponsor Earnout Equities to BWAQ for cancellation without compensation.
      • (ii) If the financing is between $20 million and $40 million, the closing cash condition is waived, and the Sponsor hasn’t covered the shortfall through BWAQ Class A Ordinary Shares subscriptions before closing, the Sponsor Earnout Equities convertible into PubCo Ordinary Shares will be determined by multiplying the total Earnout Equities by the ratio of the financing amount to $40 million, rounded down. The remaining Earnout Equities will be surrendered to BWAQ without compensation.

LOCK-UP

  • Company and Sponsor:
    • The Sponsor and Company agreed not to transfer any of their shares of PubCo until the earlier of:
      • (1) (i) for 20% of the PubCo Ordinary Shares held, 6 months after the Merger Closing Date, (ii) for 30% of the PubCo Ordinary Shares held, 12 months after the Merger Closing Date, and (iii) for 50% of the PubCo Ordinary Shares held, 18 months after the Merger Closing Date; or
      • (2) the date on which the closing price of each PubCo Ordinary Share equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Merger Closing Date.

NOTABLE CONDITIONS TO CLOSING

  • Blue World shareholder approval
  • Minimum cash condition of at least $29,500,000 Available Closing Cash immediately prior to or upon the Merger Closing

NOTABLE CONDITIONS TO TERMINATION

  • No notable conditions at this time.

ADVISORS

  • TOYO Solar Advisors:
    • Cooley LLP acted as U.S. legal advisor
    • Beyond Capital acted as financial advisor
  • Blue World Advisors:
    • Robinson & Cole LLP acted as U.S. legal advisor

EXTENSION – 7/3/23 – LINK

  • The SPAC approved the extension from July 2, 2023 to April 2, 2024.
    • 2,749,465 shares were redeemed for $10.58 per share.
    • $60K per month will be deposited into the trust account.

EXTENSION – 5/3/23 – LINK

  • The SPAC approved the extension from May 2, 2023 to February 2, 2024.
    • 2,612,769 shares were redeemed for $10.46 per share.
    • $0.0295/share per month will be deposited into the trust account.

MANAGEMENT & BOARD

Executive Officers

Liang Shi, 43
Director, Chief Executive Officer, Secretary and Chairman

Mr. Shi has over 14 years’ experience in investment management leadership. Since January 2017, Mr. Shi has served as a Partner at Zenin, an investment fund focusing on growth capital investments in emerging sectors in China, where he oversees the fund’s daily business operations. Zenin provides extensive strategic and operational assistance to its highly selective investment portfolio of companies. From March 2007 to December 2016, Mr. Shi served as the China President at Barron Partners Fund, where he was in charge of managing the fund’s investment portfolio in Asia and completed over 50 investments for the fund. From February 2006 to February 2007, Mr. Shi worked as a senior consultant at IBM Global Services (formerly PWC consulting). Mr. Shi received his Bachelor’s degree in Finance from Shanghai Jiaotong University in 2001.

Tianyong Yan, 43
Chief Financial Officer and Director Nominee

Mr. Yan will serve as our director upon effectiveness of this registration statement. Mr. Yan has over 20 years of corporate finance experience. Since January 2016, Mr. Yan has served as a general manager at Shanghai Green Storm Asset Management Ltd., a company focusing on asset management. From August 2010 to July 2011, Mr. Yan served as a Vice President of finance at Standard Chartered Bank (China), where he focused on financial reporting and other finance related projects such as markets, planning, commodities and derivatives. From August 2011 to July 2014, Mr. Yan served as a Vice President of finance at JP Morgan China, where he led tax planning practices over the greater China JP Morgan business including, but not limited to, commodity related financing, commercial banking and derivatives. Mr. Yan received his MBA degree from University of Virginia in 2010 and his Bachelor’s degree in Finance from Shanghai Jiao Tong University in 2001. Mr. Yan is a China CPA and chartered CFA.

Weixiong (Jeff) Cheong, 40
Chief Operating Officer

Mr. Cheong has over 15 years of experience in private and public capital markets. Since November 2015, Mr. Cheong has served as a director at Fortune Asia Long Short Fund, an investment fund. Since November 2011, Mr. Cheong has served as a director at Longfor Pte Ltd., a real estate developer in Singapore. Since August 2009, Mr. Cheong has served as the chief executive officer at Sinjia Land Ltd. (SGX: 5HH), a property development and hospitality management company. From April 2014 to May 2020, Mr. Cheong served as the chairman at CapAllianz Holdings Ltd (former name CWX Global Ltd) (SGX: 594), a company focusing on investment and oil exploration business. Mr. Cheong received a Master’s degree of business administration at Singapore Management University in June 2017. He also has passed the exam of Capital Markets and Financial Advisory Services (“CMFAS”) in Module 1 (December 2003), Module 4A (Rules and Regulations for Advising on Corporate Finance, June 2005), Module 5 (Rules And Regulations for Financial Advisory Services, January 2004), Module 6 (January 2004), and Module 8 (Collective Investment Schemes, February 2004). Mr. Cheong completed the program of Executive Skills for Board Members in Challenging Times in 2011 and obtained SMU-SID Executive Certificates in Directorship in 2012 at Singapore Management University.

Board of Directors

Alfred “Trey” Hickey, 58
Independent Director

Mr. Hickey has more than 20 years of experience at leading tourism companies, specializing in the cruise industry. Since 2020, Mr. Hickey has served as the Managing Partner at Global Distribution Solutions Pte. Ltd., the parent company of Discover River Cruises, a boutique river cruise company operating in Europe’s Danube and Rhine Rivers. From February 2000 to June 2020, Mr. Hickey managed approximately $4 billion in international sales as Senior Vice President at Princess Cruises, Cunard Line, Seabourn and Carnival PLC. Mr. Hickey also served as Carnival Corp’s Chief Representative Officer in China, President of Carnival Corp Japan, and served on the boards of Carnival Corp Taiwan, the Pacific Asia Travel Association and the Asia Cruise Association. Mr. Hickey received a Bachelor’s degree in Economics from Warnborough University in 1987, a Bachelor’s degree in Economics from University of Rhode Island in 1988, and a Bachelor’s degree in Asian Studies from Seinan Gakuin University in 1988.

Buhdy Sin Swee Bok, 49
Independent Director

Over the past 25 years Mr. Bok has assumed various leadership positions in the travel and tourism industry with a wide range of sectors including cruise, airlines and attractions in Asia. Since September 2018, Mr. Bok has served as the Managing Director at Mount Faber Leisure Group Pte. Ltd., one of the largest attraction companies in Singapore, managing its overall operations. From October 2017 to September 2018, Mr. Bok served as the Chief Commercial Officer of NokScoot Airlines, a Thailand-based airline, where he oversaw the company’s commercial operations including sales and marketing, revenue and yield management, reservations, and operation of overseas offices. From May 2017 to September 2017, Mr. Bok served as the President of Carnival Asia at Carnival Corporation & PLC, overseeing the group’s operations in Asia. From October 2015 to April 2017, Mr. Bok served as the President of Costa Group Asia at Costa Crociere S.p.A., a wholly owned subsidiary of Carnival Corp & PLC, in charge of the Italian-brand’s operations in Asia Pacific and China. Mr. Bok received a Bachelor’s degree in Accountancy from Singapore Nanyang Technological University in 1996, a Bachelor’s degree in Law from the University of London in 1999, and an MBA degree from Duke University’s Fuqua School of Business in 2003.

Zhenyu Li, 47
Independent Director

Mr. Li has over 20 years of experience in telecom communication technology industry. Mr. Li has been a self-employed investor actively investing in technologies, media and telecom since July 2017. From March 2016 to July 2017, Mr. Li served as a general manager of Le Canada Ltd. From August 2007 to March 2016, Mr. Li served as the Chief Executive Officer at Sinotel Technologies Ltd, a company providing a wide range of wireless telecommunication applications and solutions. From May 2003 to August 2007, Mr. Li served as the Chief Technology Officer at Sinotel Technologies Ltd, in charge of technology and product designing. From December 2001 to May 2003, Mr. Li served as a technology director at the Beijing office of RTI International, a US company specialized in the research, development and service of CDMA technologies for commercial clients worldwide. Mr. Li received a Bachelor’s degree in Automation from Tianjin University of Technology and Education in 1996.

 

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