Basic and diluted weighted average redeemable Class A ordinary shares outstanding

Basic and diluted net income per redeemable Class A ordinary shares

Basic and diluted weighted average non-redeemable Class A and Class B ordinary shares outstanding

Basic and diluted net income per non-redeemable Class A and Class B ordinary share

Basic and diluted net income per share

On August 5, 2021, the Sponsor acquired 2,300,000 Class B ordinary shares, par value $0.0001 per share (such Class B ordinary shares and the Class A Ordinary Shares issuable upon the conversion of such Class B ordinary shares, collectively, the “Founder Shares”) for an aggregate purchase price of $25,000.

As of March 31, 2024 and June 30, 2023, there were 2,300,000 Founder Shares issued and outstanding, including 700,000 Class A Ordinary Shares converted from Class B ordinary shares and 1,600,000 Class B ordinary shares. The aggregate capital contribution was $25,000, or approximately $0.01 per share. On January 17, 2024, 700,000 Class B ordinary shares held by two shareholders, the Sponsor and Fuji Solar, were converted into the same number of Class A Ordinary Shares.

Simultaneously with the effectiveness of the registration statement and closing of the Initial Public Offering (including the full exercise of over-allotment option), the Sponsor transferred 10,000 Founder Shares to each of Messrs. Alfred “Trey” Hickey and Buhdy Sin Swee Bok at the same price originally paid by the Sponsor for such shares, pursuant to a certain securities transfer agreement (the “Securities Transfer Agreement”) dated January 31, 2022 among the Company, the transferees and the Sponsor. The transfer was considered to be part of the transferees’ compensation to become the Company’s independent directors. The transfer of the Founders Shares to the Company’s independent directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

Due to Related Parties

From time to time, Mr. Liang Shi, the Company’s Director, Chief Executive Officer, Secretary and Chairman, would incur travel costs to search for targets. As of March 31, 2024 and June 30, 2023, due to Mr. Liang Shi amounted to $4,228 and $3,504, respectively.

Promissory Notes — Related Party

In order to meet the Company’s working capital needs following the consummation of the Initial Public Offering, the Sponsor, officers and directors or their affiliates may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion (the “Working Capital Loans”). Each loan would be evidenced by a promissory note.

In November 2022, July 2023 and November 2023, the Company had issued a total of three unsecure promissory notes (the “Sponsor Working Capital Notes”) in the total principal amount of $770,000 to the Sponsor. The proceeds of the Sponsor Working Capital Notes may be drawn down from time to time until the Company consummates its initial business combination, will be used as general working capital purposes.

From January 2023 to March 2024, the Company had issued a total of ten unsecured promissory notes (the “Sponsor Extension Notes”) in the total principal amount of $1,698,648 to the Sponsor in connection with the extension of the Company’s timeline to compete its initial Business Combination. The proceeds of the Sponsor Extension Notes was deposited into the Company’s Trust Account for the public shareholders, which enables the Company to extend the period of time it has to consummate its initial Business Combination.

The Sponsor Extension Notes together with the Sponsor Working Capital Notes (collectively refer herein as “Sponsor Promissory Notes”) issued to the Sponsor have the same payment and conversion term as discussed below.

BLUE WORLD ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Sponsor Promissory Notes bear no interest and is payable in full upon the earlier to occur of (i) the consummation of the Business Combination or (ii) the date of expiry of the term of the Company (the “Maturity Date”). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Sponsor Promissory Notes may be accelerated.

The payee of the Sponsor Promissory Notes, the Sponsor, has the right, but not the obligation, to convert the Sponsor Promissory Notes, in whole or in part, respectively, into Conversion Units of the Company, each consisting of one Class A Ordinary Share, one-half of one warrant, and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of a Business Combination, as described in the prospectus of the Company (File Number 333-261585), by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Business Combination. The number of Conversion Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee by (y) $10.00.

As of March 31, 2024 and June 30, 2023, the Company had borrowings of $2,462,173 and $1,872,085 under the Sponsor Promissory Notes, respectively.

Administrative Services Agreement

The Company is obligated, commencing from the effective date of the Initial Public Offering to pay the Sponsor, a monthly fee of $10,000 for general and administrative services. This agreement was signed by the Company and the Sponsor on January 31, 2022 and it will terminate upon completion of the Company’s Business Combination or the liquidation of the Trust Account to public shareholders. The Company has recognized operating costs under the Administrative Services Agreement in the amount of $30,000 in each of the three months ended March 31, 2024 and 2023 and in the amount of $90,000 in each of the nine months ended March 31, 2024 and 2023. As of March 31, 2024 and June 30, 2023, the Company had $90,000 and $60,000, respectively, accrued under the Administrative Services Agreement due to the Sponsor.

NOTE 7 — SHAREHOLDERS’ EQUITY

Preference Shares — The Company is authorized to issue 10,000,000 preference shares with a par value of $0.0001 per share. As of March 31, 2024 and June 30, 2023, there were no preference shares issued or outstanding.

Conversion of Class B Ordinary Shares to Class A Ordinary Shares

On January 17, 2024, 700,000 Class B ordinary shares held by two shareholders, the Sponsor and Fuji Solar, were converted into the same number of Class A Ordinary Shares.

Class A Ordinary Shares — The Company is authorized to issue 470,000,000 Class A Ordinary Shares with a par value of $0.0001 per share. As of March 31, 2024 and June 30, 2023, there were 1,164,480 an 464,480 Class A Ordinary Shares issued and outstanding, excluding 3,837,766 shares and 6,587,231 shares, respectively, subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On August 5, 2021, the Company issued 2,300,000 Class B ordinary shares. Of the 2,300,000 Class B ordinary shares outstanding, an aggregate of up to 300,000 shares are subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriter’s over-allotment option is not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (assuming they do not purchase any units in the Initial Public Offering and excluding the Class A Ordinary Shares underlying the Private Units). If the Company increases or decreases the size of the Initial Public Offering, it will effect a share dividend or a share contribution back to capital or other appropriate mechanism, as applicable, with respect to Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of the initial shareholders at 20% of the issued and outstanding ordinary shares of the Company upon the consummation of the Initial Public Offering (assuming they do not purchase Units in the Initial Public Offering and excluding the Private Shares). As a result of the underwriters’ election to fully exercise their over-allotment option on February 2, 2022, no Class B ordinary shares are currently subject to forfeiture. As of March 31, 2024 and June 30, 2023, there were 1,600,000 an 2,300,000 Class B ordinary shares issued and outstanding, respectively.

BLUE WORLD ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Rights

As of March 31, 2024 and June 30, 2023, there were 9,200,000 Public Rights and 424,480 Private Rights outstanding. Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-tenth (1/10) of one Class A Ordinary Share upon consummation of a Business Combination, even if the holder of a Public Right redeemed all Class A Ordinary Shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to its pre-business combination activities. In the event the Company will not be the surviving company upon completion of the initial Business Combination, each registered holder of a right will be required to affirmatively redeem his, her or its rights in order to receive the kind and amount of securities or properties of the surviving company that the one-tenth (1/10) of one Class A Ordinary Share underlying each right is entitled to upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of Public Rights in order to receive his, her or its additional ordinary shares upon consummation of a Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of Public Rights to receive the same per share consideration the holders of Class A Ordinary Shares will receive in the transaction on an as-converted into ordinary shares basis.

The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Companies Act and any other applicable. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

Redeemable Warrants

As of March 31, 2024 and June 30, 2023, there were 4,600,000 Public Warrants and 212,240 Private Warrants outstanding. Each whole redeemable warrant entitles the registered holder to purchase one Class A Ordinary Shares at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of the thirty (30) days after the completion of an initial Business Combination and one (1) year from the consummation of the Initial Public Offering. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. However, except as set forth below, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants and a current prospectus relating to such Class A Ordinary Shares. Notwithstanding the foregoing, if a registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants is not effective within 90 days from the consummation of the Company’s initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire five years from the consummation of the Initial Public Offering at 5:00 p.m., Eastern Standard Time.

BLUE WORLD ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company may call the warrants for redemption (excluding the private warrants), in whole and not in part, at a price of $0.01 per warrant:

●

at any time while the warrants are exercisable,

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder,

●

if, and only if, the reported last sale price of the Class A Ordinary Shares equals or exceeds $16.50 per share (as adjusted for share dividends, share splits, share aggregation, extraordinary dividends, reorganizations, recapitalizations and the like), for any 20 trading days within any 30-trading day period commencing after the warrant become exercisable and ending one the third trading day prior to the date on which notice of redemption is given to warrant holders (the “Force-Call Provision”), and

●

if, and only if, there is a current registration statement in effect with respect to the Class A Ordinary Shares underlying such warrants at the time of redemption and for the entire 30-days trading period referred to above and continuing each day thereafter until the date of redemption.

The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant.

The redemption criteria for the Company’s warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of the Company’s redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.

If the Company call the warrants for redemption as described above, its management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Whether the Company will exercise its option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of its Class A Ordinary Shares at the time the warrants are called for redemption, its cash needs at such time and concerns regarding dilutive share issuances.

BLUE WORLD ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

In addition, if the Company (a) issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s initial shareholders or their affiliates, without taking into account any Class B ordinary shares issued prior to the offering and held by the initial shareholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of its initial Business Combination on the date of the consummation of its initial Business Combination (net of redemptions), and (c) the volume weighted average trading price of the Company’s Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the date of the consummation of the Company’s initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $16.50 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to the Company, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A Ordinary Shares and any voting rights until they exercise their warrants and receive Class A Ordinary Shares. After the issuance of Class A Ordinary Shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

The Private Warrants have terms and provisions that are identical to those of the Public Warrants being sold as part of the Public Units in the Initial Public Offering except that the Private Warrants will be entitled to registration rights. The Private Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Warrants) will not be transferable, assignable or saleable until the completion of the Company’s initial Business Combination except to permitted transferees, subject to certain exceptions.

NOTE 8 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares issued and outstanding on the date of the Company’s prospectus, as well as the holders of the Private Units (and all underlying securities) and any securities its initial shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to the Company, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the Private Units (and underlying securities) and securities issued in payment of Working Capital Loans (or underlying securities) or extension loans can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

As of June 30, 2023, the Representative will be entitled to a deferred fee of 3.5% of the gross proceeds of the Initial Public Offering, or $3,220,000 upon consummation of the Company’s initial Business Combination.

On October 2, 2023, the Company entered into an amendment to the underwriting agreement dated as of January 31, 2022 (the “UA Amendment”) with Maxim in connection with the transactions contemplated by the Merger Agreement.

Pursuant to the UA Amendment, Maxim agrees to convert the total amount of its deferred underwriting commission in the amount of $3,220,000, or 3.5% of the gross proceeds from the Initial Public Offering, into 322,000 ordinary shares of the post-combination entity (“Granted Shares”) at $10.00 per share (the “Deferred Underwriting Shares”) immediately prior to the consummation of the Company’s initial Business Combination. The Company agrees to register the Deferred Underwriting Shares in the proxy statement/prospectus to be filed in connection with the initial Business Combination under the Securities Act of 1933, as amended. If the Company fails to register such Deferred Underwriting Shares, Maxim is entitled for up to three demand registration rights and unlimited piggyback registration rights with respect to such Deferred Underwriting Shares.

BLUE WORLD ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The settlement of the UA Amendment is representative of a share-based payment transaction in which the Company is acquiring services to be used within the Company’s operations and upon settlement agreeing to issue ordinary shares of the post-combination entity. In this case, the share settlement of the UA Amendment is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the UA Agreement executed date (the “Grant Date”). The Company used the Business Combination Merger Consideration price of $10 per share and the PIPE financing price to be sold at the consummation of the Business Combination of $10.00 per share to determine the fair value of the 322,000 Granted Shares at $3,220,000. The fair value of Granted Shares equal to the carrying value of the deferred underwriting discounts and commission as of the settlement date on October 2, 2023. Therefore, no gain or loss shall be recognized within the condensed statements of operations for the three and nine months ended March 31, 2024.

Representative Shares

The Company issued 40,000 Representative Shares to Maxim as part of Representative compensation. The Representative Shares are identical to the Public Shares except that Maxim has agreed not to transfer, assign or sell any such Representative Shares until the completion of the Company’s initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period.

The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to FINRA Rule 5110 (e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following January 31, 2022, the effective date of the Company’s registration statement except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates.

Right of First Refusal

Subject to certain conditions, the Company granted Maxim, for a period of 12 months after the date of the consummation of its Business Combination, a right of first refusal to act as book running manager with at least 50% of the economics; for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the commencement of sales of the offering.

NOTE 9 — FAIR VALUE MEASUREMENTS

As of March 31, 2024 and June 30, 2023, investment securities in the Company’s Trust Account consisted of a treasury securities fund in the amount of $0 and $70,186,561, respectively, which was held as money market funds. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2023, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

June 30, 2023	Carrying Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account – Money Market Funds	$	70,186,561	$	70,186,561	$	-	$	-
Total	$	70,186,561	$	70,186,561	$	-	$	-

BLUE WORLD ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that these unaudited condensed financial statements were issued. Except as discussed below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Sponsor Notes

On April 1, 2024, the Company issued an unsecured promissory note (the “Sponsor Note 1”) in the amount of $180,000 to the Sponsor. The proceeds of the Sponsor Note 1, which may be drawn down from time to time until the Company consummates its initial business combination, will be used as general working capital purposes.

On April 19, 2024, the Company issued an unsecured promissory note (the “Sponsor Note 2”) in the amount of $320,000 to the Sponsor. The proceeds of the Sponsor Note 2, which may be drawn down from time to time until the Company consummates its initial business combination, will be used as general working capital purposes.

Fuji Extension Note

On April 1, 2024, Fuji Solar deposited $60,000 (the “Extension Fee 1”) into the Company’s Trust Account to extend the timeline to complete a Business Combination for an additional one month from April 2, 2024 to May 2, 2024. On April 1, 2024, the Company issued to Fuji Solar an unsecured promissory note in the principal amount of $60,000 in connection with the payment for the Extension Fee 1.

ZENIN Extension Note

On April 29, 2024, ZENIN deposited $60,000 (the “Extension Fee 2”) into the Company’s Trust Account to extend the timeline to complete a Business Combination for an additional one month from May 2, 2024 to June 2, 2024. On May 2, 2024, the Company issued to ZENIN an unsecured promissory note in the principal amount of $60,000 in connection with the payment for the Extension Fee 2.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings. References to “we”, “us”, “our” or the “Company” are to Blue World Acquisition Corporation, except where the context requires otherwise. The following discussion should be read in conjunction with our condensed financial statements and related notes thereto included elsewhere in this report.

Overview

We are a blank check exempted company incorporated in the Cayman Islands on July 19, 2021 with limited liability (meaning our public shareholders have no liability, as shareholders of the Company, for the liabilities of the Company over and above the amount paid for their shares) to serve as a vehicle to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more target businesses (the “Business Combination”). Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location. We intend to utilize cash derived from the proceeds of our initial public offering (the “IPO”), our securities, debt or a combination of cash, securities and debt, in effecting a Business Combination.

We presently have no revenue, have had losses since inception from incurring formation and operating costs and have had no operations other than identifying and evaluating suitable acquisition transaction candidates. We have relied upon the working capital available to us following the consummation of the IPO and the Private Placement (as defined below) to fund our operations, as well as the funds loaned by the Sponsor (as defined below), our officers, directors or their affiliates.

On February 2, 2022, we consummated the IPO of 9,200,000 units (the “Units”), which included 1,200,000 Units issued upon the full exercise of the underwriter’s over-allotment option. Each Unit consists of one Class A Ordinary Share, $0.0001 par value per share (the “Class A Ordinary Share”), one-half of one redeemable warrant (the “Warrants”), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, and one right (the “Right”), each one Right entitling the holder thereof to exchange for one-tenth of one Class A Ordinary Share upon the completion of our initial Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $92,000,000.

On February 2, 2022, simultaneously with the consummation of the IPO, we completed the private sale (the “Private Placement”) of 424,480 units (the “Private Units”) including 378,480 Private Units to our sponsor, Blue World Holdings Limited (the “Sponsor”), and 46,000 Private Units to Maxim Group LLC (“Maxim”), the sole underwriter of the IPO, respectively, at a purchase price of $10.00 per Private Unit, generating gross proceeds to us of $4,244,800.

The proceeds of $ 92,920,000 ($10.10 per Unit) in the aggregate from the IPO and the Private Placement, were placed in a trust account (the “Trust Account”) established for the benefit of our public shareholders and the underwriter of the IPO with Continental Stock Transfer & Trust Company acting as trustee (the “Trustee”).

Our management has broad discretion with respect to the specific application of the net proceeds of IPO and the Private Placements, although substantially all of the net proceeds are intended to be applied generally towards consummating a Business Combination.

Recent Developments

Extension of the Business Combination Timeline

On March 26, 2024, the Company held an extraordinary general meeting in lieu of an annual general meeting of shareholders of the Company (the “March 2024 Meeting”). At the March 2024 Meeting, the shareholders of the Company approved, among other things, the adoption of the fourth amended and restated memorandum and articles of association of the Company, which provides that the Company has until April 2, 2024 to complete a business combination, and may elect to extend the period to consummate a business combination up to seven times, each by an additional one month, for a total of up to seven months, to November 2, 2024, by depositing $60,000 each month into the Trust Account. In connection with the March 2024 Meeting, 1,059,186 Class A Ordinary Shares were rendered for redemption, and approximately $11.86 million was released from the Trust Account to pay such redeeming shareholders.

As of the date hereof, a total of $1,968,648 had been deposited in the Trust Account for extension of the Company’s timeline to complete a Business Combination (the “Extension Fee”), which have enabled the Company to extend the period of time it has to consummate its initial Business Combination up to June 2, 2024.

As of the date hereto, the Company has issued fifteen (15) unsecured promissory notes for the payment of Extension Fees in the total amount of $1,968,648, among which ten (10) were issued to the Sponsor for a total principal amount of $1,638,648 (collectively, the “Sponsor Extension Notes”) and four (4) were issued to Fuji Solar (as defined below) for a total principal amount of $210,000 (the “Fuji Extension Notes”), and one (1) was issued to ZENIN INVESTMENTS LIMITED (“ZENIN”), one of the shareholders of the Sponsor for a total principal amount of $60,000 (the “ZENIN Extension Note”, together with Sponsor Extension Notes and Fuji Extension Notes, collectively, the “Extension Notes”).

Amendment to the Trust Agreement

At the March 2024 Meeting, the shareholders of the Company approved, among the others, the Company to amend the Investment Management Trust Agreement dated January 31, 2022, as amended on May 2, 2023, June 30, 2023 and January 26, 2024 (the “Trust Agreement”), by and between the Company and the Trustee to provide that the Trustee must commence liquidation of the Trust Account by April 2, 2024, or, if further extended by up to seven one-month extensions (the “Monthly Extension”), up to November 2, 2024.

Promissory Notes – Working Capital Loans

On April 1, 2024, the Company issued an unsecured promissory note (the “Sponsor Note A”) in the amount of $180,000 to the Sponsor. The proceeds of the Sponsor Note A, which may be drawn down from time to time until the Company consummates its initial Business Combination, will be used for general working capital purposes.

On April 19, 2024, the Company issued an unsecured promissory note (the “Sponsor Note B,” together with the Sponsor Note A, the “Sponsor Notes”) in the principal amount of up to $320,000 to the Sponsor. The proceeds of the Sponsor Note B, which may be drawn down from time to time until the Company consummates its initial Business Combination, will be used for general working capital purposes.

Nasdaq Noncompliance Letter

On December 5, 2023, the Company received a letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that, for the previous 30 consecutive business days, the Market Value of Listed Securities (“MVLS”) for the Company was below the $50 million minimum MVLS requirement for continued listing on the Nasdaq Global Market (the “Global Market”) under Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Rule”). The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company will have 180 calendar days, or until June 3, 2024 (the “Compliance Period”), to regain compliance with the MVLS Rule. To regain compliance with the MVLS Rule, the MVLS for the Company must be at least $50 million for a minimum of 10 consecutive business days at any time during this Compliance Period. If the Company regains compliance with the MVLS Rule, Nasdaq will provide the Company with written confirmation and will close the matter.

On January 12, 2024, the Sponsor and Fuji Solar Co., Ltd, a Japanese company (“Fuji Solar,” together with the Sponsor, collectively, the “Converting Shareholders”) notified the Company that they elected to convert a total of 700,000 Class B ordinary shares held by them to the same number of Class A Ordinary Shares, among which 400,000 shares held by the Sponsor and 300,000 shares held by Fuji Solar, respectively. On January 17, 2024, 700,000 Class B ordinary Shares held by the Converting Shareholders were converted into the same number of Class A Ordinary Shares (the “Class B Conversion”). As a result of the Class B Conversion, the Company currently has 5,002,246 Class A Ordinary Shares and 1,600,000 Class B Ordinary Shares issued and outstanding, respectively. Class A Ordinary Shares are currently traded on the Global Market under symbol “BWAQ” and deemed by Nasdaq to be the Company’s “Listed Securities” for purposes of Rule 5450(b)(2)(A).

On February 20, 2024, the Company received a written notice from the staff of Nasdaq notifying the Company that the staff has determined that for the last 22 consecutive business days, from January 18, 2024 to February 16, 2024, the Company’s MVLS has been $50 million or greater. Accordingly, the Company has regained compliance with the MVLS Rule and the staff has indicated that the matter is now closed.

Investment Company Act and Liquidation of Investments in the Trust Account into Cash

Since the consummation of the IPO, the Company has deposited the proceeds from the IPO and the Private Placement into the Trust Account to invest in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”). As a result, it is possible that a claim could be made that the Company has been operating as an unregistered investment company. If the Company was deemed to be an investment company for purposes of the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which the Company has not allotted funds and may hinder the Company’s ability to complete a business combination. The Company might be forced to abandon its efforts to complete an initial Business Combination and instead be required to liquidate. If the Company is required to liquidate, its investors would not be able to realize the benefits of owning shares in a successor operating business, such as any appreciation in the value of the Company’s securities following such a transaction, its warrants and rights would expire worthless and ordinary shares would have no value apart from their pro rata entitlement to the funds then-remaining in the Trust Account.

The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities there is a greater risk that the Company may be considered an unregistered investment company, in which case the Company may be required to liquidate.

On January 26, 2024, the Company entered into an amendment to the Investment Management Trust Agreement, dated January 31, 2022, as further amended on May 2, 2023 and June 30, 2023 (the “Amendment to the Trust Agreement”), by and between the Company and the Trustee. Pursuant to the Amendment to the Trust Agreement, the Company may instruct the Trustee to (i) hold the funds in the Trust Account uninvested, (ii) hold funds in an interest-bearing bank demand deposit account, or (iii) invest in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

On January 26, 2024, in order to mitigate the risks of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company instructed the Trustee to liquidate the U.S. government treasury obligations and money market funds held in the Trust Account by January 31, 2024, the expiry of the 24-month anniversary of the effective date of the Company’s IPO Registration Statement, and to hold all funds in the Trust Account in cash in an interest-bearing bank demand deposit account until the earlier of consummation of the Company’s initial Business Combination or liquidation of the Company.

Amendment No. 3 to the Merger Agreement

On February 29, 2024, the Company entered into an Amendment No. 3 (the “Amendment to the Merger Agreement”) to the Agreement and Plan of Merger, dated as of August 10, 2023, as amended on December 6, 2023 and February 6, 2024 (as the same may be amended, restated or supplemented, the “Merger 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, 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”).

The Amendment to the Merger Agreement was entered into to reflect the restructuring of PubCo. Fuji Solar, as the sole shareholder of PubCo, transferred all of the ordinary shares of PubCo (“PubCo Ordinary Shares”) held by Fuji Solar to WAG and Belta, and Belta then further transferred a certain number of PubCo Ordinary Shares to BestToYo, each at a transfer price of US$0.0001 per share (collectively, the “PubCo Shareholder Transfer”), as a result of which WAG holds 6,200 PubCo Ordinary Shares, Belta holds 2,450 PubCo Ordinary Shares, and BestToYo holds 1,350 PubCo Ordinary Shares, respectively, immediately following the PubCo Shareholder Transfer.

Each of WAG, Belta and BestToYo is a newly incorporated holding company wholly owned and controlled by the beneficial owners of Fuji Solar. The beneficial owners of Fuji Solar established WAG, Belta and BestToYo to reflect their indirect beneficial ownerships in PubCo through the equity interests of these three separate entities in PubCo. As of result of the PubCo Shareholder Transfer, WAG, Belta and BestToYo became the only three shareholders of PubCo. Immediately prior to the Merger Closing (as defined below) and consistent with the Merger Agreement, WAG, Belta and BestToYo will collectively hold 41,000,000 PubCo Ordinary Shares, with WAG holding 25,420,000 PubCo Ordinary Shares, Belta holding 10,045,000 PubCo Ordinary Shares and BestToYo holding 5,535,000 PubCo Ordinary Shares, respectively (such transactions, the “PubCo Pre-Closing Restructuring”). The parties to the Amendment to the Merger Agreement also entered into a Joinder Agreement (the “Joinder Agreement”) in connection with the PubCo Pre-Closing Restructuring.

Pursuant to the Amendment to the Merger Agreement, (a) the Group Companies, VSUN, Fuji Solar, WAG, Belta and BestToYo shall consummate a series of transactions involving the Group Companies, including (A) PubCo 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 US$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 PubCo, (ii) TOYO Solar shall become a wholly-owned subsidiary of SinCo; and (iii) WAG, Belta and BestToYo (collectively, the “Sellers”) shall become the only shareholders of PubCo, and (b) following the consummation of the Pre-Merger Reorganization, the Company 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 the Company 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 Merger 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 Merger Agreement or any of the other relevant transactional documents are collectively referred to as “Transactions.” The Amendment to the Merger Agreement and the Pre-Closing Restructuring will have no substantive effect on the Merger, the Plan of Merger or the Merger Closing.

As a result of the Amendment to the Merger Agreement and the Joinder Agreement, each of WAG, Belta and BestToYo became a Shareholder (as defined in the Merger Agreement) and a Seller, and is subject to representations, warranties and covenants under the Merger Agreement that are substantially equivalent to those made by Fuji Solar under the Merger Agreement prior to the Amendment to the Merger Agreement. There are no changes to the conditions to consummate the Transactions as a result of the Amendment to the Merger Agreement.

Pursuant to the Amendment to the Merger Agreement, at or prior to the closing of the Merger (the “Merger Closing”), an aggregate of 13,000,000 PubCo Ordinary Shares held by the Sellers (the “Earnout Shares”), consisting of 8,060,000 PubCo Ordinary Shares held by WAG, 3,185,000 PubCo Ordinary Shares held by Belta and 1,755,000 PubCo Ordinary Shares held by BestToYo, respectively, will be deposited with an escrow agent in a segregated escrow account (the “Earnout Escrow Account”) pursuant to an escrow agreement effective upon the Merger Closing and will be released from the Earnout Escrow Account and delivered to the Sellers as following:

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 for the fiscal year ending December 31, 2024 (such net profit, the “2024 Audited Net Profit”) 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 Sellers, pro rata; and

If the 2024 Audited Net Profit is less than US$41,000,000, then (X) the portion of the Earnout Shares in number equal to (i) the quotient of (a) the 2024 Audited Net Profit divided by (b) US$41,000,000, multiplied by (ii) 13,000,000 PubCo Ordinary Shares, rounded up to the nearest whole number, shall become immediately vested and be released from the Earnout Escrow Account to the Sellers, pro rata, and (Y) the remaining portion of the Earnout Shares shall be surrendered or otherwise delivered by the Sellers to PubCo, pro rata, for no consideration or nominal consideration and cancelled by PubCo.

Relevant Documents

In connection with the Amendment to the Merger Agreement and PubCo Pre-Closing Restructuring, the parties amended other agreements entered into or to be entered into pursuant to the Merger Agreement (the “Related Agreements”). This section describes the material amendments to the Related Agreements, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements, copies of each of which are attached hereto as exhibits. Shareholders and other interested parties are urged to read such Related Agreements in their entirety.

Amended and Restated Shareholder Lock-up and Support Agreement

In connection with the Amendment to the Merger Agreement and the PubCo Pre-Closing Restructuring, on February 29, 2024, the Company, PubCo, Fuji Solar, WAG, Belta and BestToYo entered into an amended and restated Shareholder Lock-up and Support Agreement (the “A&R Shareholder Lock-up and Support Agreement”) to amend and restate the Shareholder Lock-up and Support Agreement by and among SPAC, PubCo and Fuji Solar dated August 10, 2023, as further amended on December 6, 2023. Pursuant to A&R Shareholder Lock-up and Support Agreement, each of WAG, Belta and BestToYo has agreed not to, except as set for therein, among other things, transfer any of the Subject Shares (as defined in the A&R Shareholder Lock-Up and Support Agreement) (such shares, the “Sellers Subject Shares”) or grant any proxies or enter into any voting arrangements with respect to the Sellers Subject Shares.

Further, each of WAG, Belta and BestToYo has irrevocably agreed not to transfer any Shareholder Lock-Up Securities (as defined in the A&R Shareholder Lock-Up and Support Agreement) or engage in any short sales with respect to any securities of PubCo during the Shareholder Lock-Up Period (as defined in the A&R Shareholder Lock-Up and Support Agreement).

Revisions to the Form of Sponsor Lock-Up Agreement

In connection with the Amendment to the Merger Agreement, the Sponsor and PubCo agreed to revise the form of the Sponsor Lock-Up Agreement attached as Exhibit C to the Merger Agreement to reflect the addition of the parties, WAG, Belta and BestToYo, to the Merger Agreement.

Revisions to the Form of Registration Rights Agreement

In connection with the Amendment to the Merger Agreement, the parties to the Merger Agreement also agreed to revise the form of the Registration Rights Agreement attached as Exhibit D to the Merger Agreement to reflect the Amendment to the Merger Agreement and the PubCo Pre-Closing Restructuring.

Revisions to the Form of Warrant Assumption Agreement

In connection with the Amendment to the Merger Agreement, the parties to the Merger Agreement also agreed to revise certain terms of the form of the Warrant Assumption Agreement to reflect the Amendment to the Merger Agreement.

PIPE Agreement

On March 6, 2024, the Company entered into a share purchase agreement (the “PIPE Purchase Agreement”) with PubCo and a certain investor, NOTAM Co., Ltd., a Japanese corporation (“NOTAM”), in connection with the Transactions. Pursuant to the PIPE Purchase Agreement, NOTAM agrees to purchase a total of 600,000 Class A Ordinary Shares of the Company (the “PIPE Shares”), at a purchase price of $10.00 per share, for an aggregate purchase price of $6,000,000 (the “PIPE Purchase Price”). Upon the written notice of the Company, at least three (3) business days prior to the reasonably expected closing date of the Transactions provided in such notice, NOTAM will deliver or cause to be delivered the PIPE Purchase Price into an escrow account with Continental Stock Transfer & Trust Company, as the escrow agent (the “Escrow Agent”).

The closing of the sale of the PIPE Shares (the “PIPE Closing”) will be held on the same date and immediately prior to the closing of the Transactions. At the PIPE Closing, the Company will issue and deliver to NOTAM the PIPE Shares against the release of the PIPE Purchase Price by the Escrow Agent to the Company. If the closing of the Transactions does not occur or if the PIPE Shares are not converted into Converted PIPE Shares (as defined below) within thirty (30) days after the PIPE Purchase Price is delivered to the Escrow Agent, the Escrow Agent will automatically return to NOTAM the PIPE Purchase Price.

Pursuant to the Merger Agreement, each ordinary share of the Company, including the PIPE Shares, issued and outstanding immediately prior to the Merger Effective will automatically be converted into the right to receive one (1) PubCo Ordinary Shares (“Converted PIPE Shares”). NOTAM is entitled to make up to two (2) demands that PubCo register such Converted PIPE Shares, if and only if the Converted PIPE Shares are not registered on a registration statement on Form F-4 containing a prospectus/proxy statement relating to the Transactions to be filed by PubCo with the SEC. In addition, NOTAM has certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of the Transactions. PubCo will bear the expenses incurred in connection with the filing of any such registration statements.

Business Combination Shareholder Meeting

On April 15, 2024, the Company issued a press release announcing that it postponed the extraordinary general meeting of its shareholders (the “Business Combination Meeting”) pending the Post-Effective Amendment (as defined below) in connection with the Transactions.

Prior to the Business Combination Meeting, PubCo intends to file with the U.S. Securities and Exchange Commission (the “SEC”) and make available to the Company’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 Transactions continue to progress and are expected to be completed after the Business Combination Meeting, subject to the satisfaction of all other closing conditions. Following the completion of the Transactions, the combined company will operate as TOYO Co., Ltd and is expected to be listed on the Nasdaq Capital Market under the ticker “TOYO.”

In anticipation of filing of the Post-Effective Amendment with the SEC, the Company postponed the Business Combination 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, the Company 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.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through March 31, 2024 were organizational activities and those necessary to prepare for the IPO, search for a target company, and effectuate the Transactions with TOYO Solar. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the IPO. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended March 31, 2024, we had net income of $212,762, which consisted of interest and dividend earned on investment held in Trust Account and interest income of $511,845 offset by formation and operations costs of $299,083.

For the three months ended March 31, 2023, we had net income of $882,620, which consisted of dividend earned on investment held in Trust Account and interest income of $1,002,180 offset by formation and operations costs of $119,560.

For the nine months ended March 31, 2024, we had net income of $849,949, which mainly consisted of interest and dividend earned on investment held in the Trust Account and interest income of $1,672,134 offset by formation and operations costs of $822,185.

For the nine months ended March 31, 2023, we had net income of $1,571,322, which mainly consisted of dividend earned on investment held in the Trust Account and interest income of $2,207,606 offset by formation and operations costs of $636,292.

Liquidity and Capital Resources

As of March 31, 2024, we had cash outside the Trust Account of $3,036 available for working capital needs. All remaining cash is held in the Trust Account and is generally unavailable for our use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem the ordinary shares. As of March 31, 2024, none of the amount on deposit in the Trust Account was available to be withdrawn as described above.

As of March 31, 2024, we had cash of $3,036 and a working deficit of $2,931,090. We have incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about our ability to continue as a going concern. The management’s plan in addressing this uncertainty is through the working capital loans. In addition, if we are unable to complete a Business Combination within the combination period by June 2, 2024 (or up to November 2, 2024, if extended), unless further extended, our board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of us. There is no assurance that our plans to consummate a Business Combination will be successful within the combination period by June 2, 2024 (or up to November 2, 2024, if extended), unless further extended. As a result, management has determined that such additional condition also raise substantial doubt about our ability to continue as a going concern. The unaudited condensed financial statement does not include any adjustments that might result from the outcome of this uncertainty.

For the nine months ended March 31, 2024, net cash used in operating activities was $791,131, which resulted from non-cash interest and dividend earned on investment held in Trust Account of $1,672,126, and increase in prepaid expenses of $6,193, and offset by net income of $915,993, increase in accounts payable and accrued expenses of $6,515, and increase in due to related parties of $30,724.

For the nine months ended March 31, 2023, net cash used in operating activities was $596,564, which resulted from non-cash dividend earned on investment held in Trust Account of $2,207,606, and decrease in accounts payable and accrued expenses of $186, and offset by net income of $1,571,322, decrease in prepaid expenses of $29,750, and increase in due to related parties of $10,156.

For the nine months ended March 31, 2024, net cash provided by investing activities was $28,825,912, which resulted from the withdrawals of investment held in Trust Account of $29,305,912 offset by the purchases of investment held in Trust Account of $480,000.

For the nine months ended March 31, 2023, net cash used in investing activities was $920,000, which resulted from the purchases of investment held in Trust Account of $920,000.

For the nine months ended March 31, 2024, net cash used in financing activities was $28,032,491, which resulted from the redemption of Class A Ordinary Shares of $29,305,912 offset by the proceeds from issuance of promissory notes to a third party of $590,088, the proceeds from issuance of promissory notes to a related party of $590,088 and withdrawals from our Escrow Account of $500,000.

For the nine months ended March 31, 2023, net cash provided by financing activities was $1,245,000, which resulted from the proceeds from issuance of promissory notes to a related party of $1,245,000.

Promissory Notes

In November 2022, July 2023, November 2023 and April 2024, the Company had issued a total of five unsecured promissory notes (the “Sponsor Notes”) in a total principal amount of $1,270,000 to the Sponsor. The proceeds of the Sponsor Notes may be drawn down from time to time until the Company consummates its initial Business Combination, will be used as general working capital purposes.

In December 2023, the Company issued the Fuji Expenses Note in a principal amount of $33,333 to Fuji Solar for its advancement of one-third (1/3) of the Valuation Firm Expenses pursuant to the Merger Agreement.

From January 2023 to May 2024, a total of $1,968,648 had been deposited in the Trust Account for extension of the Company’s timeline to complete a Business Combination (the “Extension Fee”), which have enabled the Company to extend the period of time it has to consummate its initial Business Combination up to June 2, 2024. The Company has issued fifteen unsecured promissory notes for the payment of Extension Fees in the total amount of $1,968,648, among which ten were issued to the Sponsor for the total principal amount of $1,698,648 and four were issued to Fuji Solar (as defined below) for the total principal amount of $210,000 and one was issued to ZENIN, one of the shareholders of the Sponsor, for a total principal amount of $60,000. The proceeds of the Extension Notes were deposited into the Trust Account for the public shareholders, which enables the Company to extend the period of time it has to consummate its initial Business Combination.

The Extension Notes together with the Sponsor Notes and the Fuji Expenses Note (collectively refer herein as “Promissory Notes”) issued to the Sponsor, Fuji Solar and ZENIN, respectively, have the same payment and conversion term as discussed below.

The Promissory Notes bear no interest and is payable in full upon the earlier to occur of (i) the consummation of the Business Combination or (ii) the date of expiry of the term of the Company (the “Maturity Date”). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Promissory Notes may be accelerated.

The payees of the Promissory Notes, respectively, have the right, but not the obligation, to convert the Promissory Notes, in whole or in part, respectively, into private units (the “Conversion Units”) of the Company, each consisting of one Class A Ordinary Share, one-half of one warrant, and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of a Business Combination, as described in the prospectus of the Company (File Number 333-261585), by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Business Combination. The number of Conversion Units to be received by the payees in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such payee by (y) $10.00.

Until consummation of the Business Combination, the Company will be using the funds not held in the Trust Account, and any additional funding that may be loaned to us by the Sponsor, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

If our estimates of the costs of undertaking in-depth due diligence and negotiating Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to the Business Combination and will need to raise additional capital. In this event, our officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we consummate an initial Business Combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us upon consummation of the Business Combination, or, at the lender’s discretion, such loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit.

Moreover, we may need to obtain additional financing either to consummate our initial Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial Business Combination. Following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

As of March 31, 2024 and June 30, 2023, the Company had borrowings of $2,645,506 and $1,872,085 under the Promissory Notes, respectively.

Due to Related Parties

Administrative Services Agreement

The Company is obligated, commencing from the effective date of the IPO to pay the Sponsor, a monthly fee of $10,000 for general and administrative services. This agreement was signed by the Company and the Sponsor on January 31, 2022 and it will terminate upon completion of the Company’s Business Combination or the liquidation of the Trust Account to public shareholders. The Company has recognized operating costs under the Administrative Services Agreement in the amount of $30,000 in each of the three months ended March 31, 2024 and 2023. The Company has recognized operating costs under the Administrative Services Agreement in the amount of $90,000 in each of the nine months ended March 31, 2024 and 2023. As of March 31, 2024 and June 30, 2023, the Company had $90,000 and $60,000, respectively, accrued under the Administrative Services Agreement due to the Sponsor.

Off-Balance Sheet Financing Arraignments

We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of March 31, 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

As of March 31, 2024, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

We are obligated to pay Maxim a deferred underwriters’ discount equal to 3.5% of the gross proceeds of the IPO and the underwriter’s full exercise of the over-allotment. Pursuant to the UA Amendment, Maxim agrees to convert the total amount of its deferred underwriting commission in the amount of $3,220,000, or 3.5% of the gross proceeds from the IPO, into 322,000 Deferred Underwriting Shares immediately prior to the consummation of the Company’s initial Business Combination.

The founder shares, the Class A Ordinary Shares included in the Private Units, and any Class A Ordinary Shares that may be issued upon conversion of working capital loans (and any underlying securities) will be entitled to registration rights pursuant to a registration and shareholder rights agreement entered into in connection with the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Critical Accounting Policies, Judgements and Estimates

Use of estimates

In preparing the unaudited condensed financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates.

Cash and Investment held in Trust Account

At March 31, 2024, the assets held in the Trust Account were held in cash in an interest-bearing bank demand deposit account.

We classify our U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which we have the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying unaudited condensed balance sheet and adjusted for the amortization or accretion of premiums or discounts.

Class A ordinary shares subject to possible redemption

We account for our ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares classified as shareholders’ equity.

Warrants

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. As our warrants meet all of the criteria for equity classification, so we will classify each warrant as its own equity.

Fair Value of Financial Instruments

The fair value of our assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Our financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Income Taxes

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Our management determined that the Cayman Islands is our major tax jurisdiction. We recognize accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

We are considered to be an exempted Cayman Islands company, and are presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

Net Income (Loss) per Share

We have two classes of shares, which are referred to as redeemable ordinary shares and non-redeemable ordinary shares. Earnings and losses are shared pro rata between the two classes of shares.

Recent Accounting Pronouncements

In August 2020, the FASB issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted earnings per share by requiring the use of the if-converted method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preferred stock. Also, certain specific requirements to achieve equity classification and/or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for smaller reporting companies) for fiscal years beginning after December 15, 2021 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The adoption of ASU 2020-06 on July 1, 2022 did not have a material effect on our unaudited condensed financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our unaudited condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the quarter ended March 31, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no change in our internal control over financial reporting during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material legal proceedings and no material legal proceedings have been threatened by us or, to the best of our knowledge, against us.

Item 1A. Risk Factors

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities

On April 1, 2024, the Company issued the Sponsor Note A in the principal amount of $180,000 to the Sponsor. The proceeds of the Sponsor Note, which may be drawn down from time to time until the Company consummates its initial Business Combination, will be used as general working capital purposes.

On April 19, 2024, the Company issued the Sponsor Note B in the principal amount of up to $320,000 to the Sponsor. The proceeds of the Sponsor Note B, which may be drawn down from time to time until the Company consummates its initial Business Combination, will be drawn from time to time for general working capital purposes.

From January 1, 2024 to the date hereof, the Company issued a total of four (4) Extension Notes, of which one (1) was issued to the Sponsor in a total principal amount of $60,000 on March 1, 2024 and two (2) were issued to Fuji Solar in a total principal amount of $120,000 on February 6, 2024 and April 1, 2024, and one (1) was issued to ZENIN in a total principal amount of $60,000 on May 2, 2024, respectively. The proceeds of the Extension Notes were deposited into the Company’s Trust Account for the public shareholders, which enables the Company to extend the period of time it has to consummate its initial Business Combination up to June 2, 2024. As of the date hereof, the Company has issued the Extension Notes in the aggregate principal amount of $1,968,648.

The Promissory Notes bear no interest and are payable in full upon the consummation of a Business Combination. The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the promissory note may be accelerated.

The payees of the Promissory Notes, respectively, have the right, but not the obligation, to convert the Promissory Notes, in whole or in part, respectively, into private units (the “Conversion Units”), each consisting of one Class A ordinary share, one-half of one warrant, and one right to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of a Business Combination, as described in our final prospectus for our IPO filed with the SEC on January 31, 2022, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Business Combination. The number of Conversion Units to be received by such payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such payee by (y) $10.00.

The information of the Promissory Notes contained under Item 2 of Part I above is incorporated herein by reference in response to this item. The issuance of the Promissory Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

On March 6, 2024, the Company entered into the PIPE Purchase Agreement with PubCo NOTAM, in connection with the Transactions. Pursuant to the PIPE Purchase Agreement, NOTAM agrees to purchase a total of 600,000 PIPE Shares, at a purchase price of $10.00 per share, for an aggregate PIPE Purchase Price of $6,000,000.

The issuance of the PIPE Shares to NOTAM will not be registered under the Securities Act of 1933, as amended, and is in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibit No.		Description
2.1		Amendment No. 3 to the Merger Agreement dated February 29, 2024, by and among Blue World Acquisition Corporation, TOYO Co., Ltd, TOYOone Limited, TOPTOYO INVESTMENT PTE. LTD., Vietnam Sunergy Cell Company Limited, Vietnam Sunergy Joint Stock Company, Fuji Solar Co., Ltd., Belta Technology Company Limited, WA Global Corporation and BestToYo Technology Company Limited. (incorporated herein by reference to Exhibit 2.1 to Form 8-K as filed with the Securities and Exchange Commission on March 4, 2024).
2.2		Joinder Agreement dated February 29, 2024, by and among Blue World Acquisition Corporation, TOYO Co., Ltd, TOYOone Limited, TOPTOYO INVESTMENT PTE. LTD., Vietnam Sunergy Cell Company Limited, Vietnam Sunergy Joint Stock Company, Fuji Solar Co., Ltd., Belta Technology Company Limited, WA Global Corporation and BestToYo Technology Company Limited. (incorporated herein by reference to Exhibit 2.2 to Form 8-K as filed with the Securities and Exchange Commission on March 4, 2024).
3.1		Amended and Restated Memorandum and Articles of Associate, dated March 26, 2024. (incorporated herein by reference to Exhibit 3.1 to Form 8-K as filed with the Securities and Exchange Commission on March 29, 2024).
10.1		Amendment to the Shareholder Lock-up and Support Agreement dated February 29, 2024, by and among Blue World Acquisition Corporation, TOYO Co., Ltd, and Fuji Solar Co., Ltd. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on March 4, 2024).
10.2		Form of Sponsor Lock-Up Agreement (incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission on March 4, 2024).
10.3		Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.3 to Form 8-K as filed with the Securities and Exchange Commission on March 4, 2024).
10.4		Form of Assignment, Assumption and Amended & Restated Warrant Agreement (incorporated herein by reference to Exhibit 10.4 to Form 8-K as filed with the Securities and Exchange Commission on March 4, 2024).
10.5		Extension Promissory Note, dated March 1, 2024, issued by Blue World Acquisition Corporation to Blue World Holdings Limited (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on March 1, 2024).
10.6		PIPE Purchase Agreement dated March 6, 2024, by and among Blue World Acquisition Corporation, TOYO Co., Ltd, and NOTAM Co., Ltd. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on March 8, 2024).
10.7		Amendment to the Investment Management Trust Agreement dated March 26, 2024, between the Company and Continental Stock Transfer & Trust Company. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on March 29, 2024).
10.8		Extension Promissory Note, dated April 1, 2024, issued by Blue World Acquisition Corporation to Fuji Solar Co., Ltd. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on April 3, 2024).
10.9		Promissory Note, dated April 1, 2024, issued by Blue World Acquisition Corporation to Blue World Holdings Limited. (incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission on April 3, 2024).
10.10		Promissory Note, dated April 19, 2024, issued by Blue World Acquisition Corporation to Blue World Holdings Limited. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on April 19, 2024).
10.11		Extension Promissory Note, dated May 2, 2024, issued by Blue World Acquisition Corporation to ZENIN INVESTMENTS LIMITED. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on May 3, 2024).
31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

**	Furnished.

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 thereunto duly authorized.

	BLUE WORLD ACQUISITION CORPORATION

Date: May 15, 2024	By:	/s/ Liang Shi
		Liang Shi
		Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Tianyong Yan
		Tianyong Yan
		Chief Financial Officer (Principal Financial and Accounting Officer)

Condensed Balance Sheets - USD ($)

Condensed Balance Sheets (Parentheticals) - $ / shares

Unaudited Condensed Statements of Operations - USD ($)

Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

Unaudited Condensed Statements of Changes in Shareholders’ Deficit - USD ($)

Additional Paid-in Capital

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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Organization, Business Operations, and Going Concern

Significant Accounting Policies

Basic and diluted net income per share

Initial Public Offering

Private Placement

Promissory Notes

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The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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Commitments and Contingencies

Fair Value Measurements

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
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-Section 50
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-Subparagraph (e)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

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-Section 50
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-Topic 820
-SubTopic 10
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Subsequent Events

Pay vs Performance Disclosure - USD ($)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Insider Trading Arrangements

Accounting Policies, by Policy (Policies)

Basic and diluted net income per share

Significant Accounting Policies (Tables)

Basic and diluted net income per share

Fair Value Measurements (Tables)

Organization, Business Operations, and Going Concern (Details) - USD ($)

Significant Accounting Policies (Details) - USD ($)

Significant Accounting Policies (Details) - Schedule of Reconciliation of the Numerator and Denominator Used to Compute Basic and Diluted Net Income Per Share - USD ($)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

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-Topic 250
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 10
-Publisher FASB
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-Section 45
-Paragraph 60B
-Subparagraph (c)
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-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

+ Details

Significant Accounting Policies (Details) - Schedule of Reconciliation of the Numerator and Denominator Used to Compute Basic and Diluted Net Income Per Share (Parentheticals) - $ / shares

- Definition

+ References

+ Details

Significant Accounting Policies (Details) - Schedule of Class A Ordinary Shares Reflected on the Balance Sheet - Class A Ordinary Shares [Member] - USD ($)

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(23)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1

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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 14.E.Q2)
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-Name Accounting Standards Codification
-Section S99
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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

+ Details

Initial Public Offering (Details)

Private Placement (Details)

Promissory Notes (Details) - USD ($)

Related Party Transactions (Details) - USD ($)

Shareholders' Equity (Details)

Commitments and Contingencies (Details) - USD ($)

Fair Value Measurements (Details) - USD ($)

Fair Value Measurements (Details) - Schedule of Assets and Liabilities Fair Value on a Recurring Basis - USD ($)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)

Cayman Islands		N/A
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Title of each class	Trading Symbol(s)	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 to receive one-tenth (1/10) of one ordinary share	BWAQR	The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☒

	March 31, 2024			June 30, 2023
	(Unaudited)			(Audited)
Assets
Current assets:
Cash	$	3,036		$	746
Prepaid expenses		42,055			35,862
Total Current Assets		45,091			36,608

Cash and investment held in Trust Account		43,032,774			70,186,561
Cash held in Escrow Account		-			500,000
Total Assets	$	43,077,865		$	70,723,169

Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	236,447		$	229,933
Due to related parties		94,228			63,504
Promissory notes		183,333			-
Promissory notes - related party		2,462,173			1,872,085
Total Current Liabilities		2,976,181			2,165,522
Deferred underwriting discounts and commissions		3,220,000			3,220,000
Total Liabilities		6,196,181			5,385,522

Commitments and Contingencies (Note 8)

Class A ordinary shares subject to possible redemption, 3,837,766 shares and 6,587,231 shares at redemption value of $11.21 and $10.65 per share as of March 31, 2024 and June 30, 2023, respectively		43,032,774			70,186,561

Shareholders’ Deficit:
Preference shares, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding		-			-
Class A ordinary shares, $0.0001 par value, 470,000,000 shares authorized, 1,164,480 shares and 464,480 shares issued and outstanding (excluding 3,837,766 shares and 6,587,231 shares subject to possible redemption as of
March 31, 2024 and June 30, 2023, respectively)		116			46
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 1,600,000 shares and 2,300,000 shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively		160			230
Additional paid-in capital		-			-
Accumulated deficit		(6,151,366	)		(4,849,190	)
Total Shareholders’ Deficit		(6,151,090	)		(4,848,914	)
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	43,077,865		$	70,723,169

	For the Three and Nine Months Ended March 31, 2024
	Ordinary Shares										Additional					Total
	Class A				Class B						Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance as of June 30, 2023		464,480	$	46		2,300,000		$	230		$	-	$	(4,849,190	)	$	(4,848,914	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-			-			-		(785,898	)		(785,898	)
Net income		-		-		-			-			-		400,619			400,619
Balance as of September 30, 2023		464,480		46		2,300,000			230			-		(5,234,469	)		(5,234,193	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-			-			-		(734,384	)		(734,384	)
Net income		-		-		-			-			-		236,568			236,568
Balance as of December 31, 2023		464,480		46		2,300,000			230			-		(5,732,285	)		(5,732,009	)
Conversion of Class B ordinary shares into Class A ordinary shares		700,000		70		(700,000	)		(70	)		-		-			-
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-			-			-		(631,843	)		(631,843	)
Net income		-		-		-			-			-		212,762			212,762
Balance as of March 31, 2024		1,164,480	$	116		1,600,000		$	160		$	-	$	(6,151,366	)	$	(6,151,090	)

		Page
Part I.	Financial Information
	Item 1. Financial Statements (Unaudited)	1
	Condensed Balance Sheets as of March 31, 2024 (Unaudited) and June 30, 2023	1
	Condensed Statements of Operations for the Three and Nine Months Ended March 31, 2024 and 2022 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended March 31, 2024 and 2022 (Unaudited)	3
	Condensed Statements of Cash Flows for the Nine Months Ended March 31, 2024 and 2022	4
	Notes to Condensed Financial Statements (Unaudited)	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	36
	Item 4. Controls and Procedures	36
Part II	Other Information
	Item 1. Legal Proceedings	37
	Item 1A. Risk Factors	37
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	37
	Item 3. Defaults upon Senior Securities	37
	Item 4. Mine Safety Disclosures	37
	Item 5. Other Information	37
	Item 6. Exhibits	38
Signatures		39

	For the Three Months Ended						For the Nine Months Ended
	March 31, 2024			March 31, 2023			March 31, 2024			March 31, 2023
Formation and operating costs	$	299,083		$	119,560		$	822,185		$	636,292
Loss from operations		(299,083	)		(119,560	)		(822,185	)		(636,292	)

Other income:
Interest and dividend earned on investment held in Trust Account		511,844			1,002,180			1,672,126			2,207,606
Interest income		1			-			8			8
Total other income		511,845			1,002,180			1,672,134			2,207,614

Net income	$	212,762		$	882,620		$	849,949		$	1,571,322

Basic and diluted weighted average redeemable Class A ordinary shares outstanding		3,837,766			9,200,000			4,007,117			9,200,000
Basic and diluted net income per redeemable Class A ordinary shares	$	0.03		$	0.07		$	0.13		$	0.13
Basic and diluted weighted average non-redeemable Class A and Class B ordinary shares outstanding		2,764,480			2,764,480			2,764,480			2,764,480
Basic and diluted net income per non-redeemable Class A and Class B ordinary share	$	0.03		$	0.07		$	0.13		$	0.13

	For the			For the
	Nine Months Ended			Nine Months Ended
	March 31, 2024			March 31, 2023
Cash Flows from Operating Activities:
Net income	$	849,949		$	1,571,322
Adjustments to reconcile net loss to net cash used in operating activities:
Interest and dividend earned on investment held in Trust Account		(1,672,126	)		(2,207,606	)
Changes in operating assets and liabilities:
Prepaid expenses		(6,193	)		29,750
Accounts payable and accrued expenses		6,515			(186	)
Due to related parties		30,724			10,156
Net Cash Used in Operating Activities		(791,131	)		(596,564	)

Cash Flows from Investing Activities:
Purchases of investment held in Trust Account		(480,000	)		(920,000	)
Withdrawals of investment held in Trust Account		29,305,912			-
Net Cash Provided by Investing Activities		28,825,912			(920,000	)

Cash Flows from Financing Activities:
Redemption of Class A ordinary shares		(29,305,912	)		-
Proceeds from issuance of promissory notes		183,333			-
Proceeds from issuance of promissory notes to related party		590,088			1,245,000
Withdrawals from Escrow Account		500,000			-
Net Cash (Used in) Provided by Financing Activities		(28,032,491	)		1,245,000

Net Change in Cash		2,290			(271,564	)

Cash, beginning of period		746			276,284
Cash, end of period	$	3,036		$	4,720

Supplemental Disclosure of Cash Flow Information:
Remeasurement of Class A ordinary shares subject to possible redemption	$	2,152,125		$	2,207,606

	For the Three Months Ended				For the Three Months Ended
	March 31, 2024				March 31, 2023
	Redeemable Class A Ordinary Shares		Non- Redeemable Class A and Class B Ordinary Shares		Redeemable Class A Ordinary Shares		Non- Redeemable Class A and Class B Ordinary Shares
Basic and diluted net income per share:
Numerators:
Allocation of net income	$	123,675	$	89,087	$	678,684	$	203,936
Denominators:
Weighted-average shares outstanding		3,837,766		2,764,480		9,200,000		2,764,480
Basic and diluted net income per share	$	0.03	$	0.03	$	0.07	$	0.07

	For the Nine months ended				For the Nine months ended
	March 31, 2024				March 31, 2023
	Redeemable Class A Ordinary Shares		Non- Redeemable Class A and Class B Ordinary Shares		Redeemable Class A Ordinary Shares		Non- Redeemable Class A and Class B Ordinary Shares
Basic and diluted net income per share:
Numerators:
Allocation of net income	$	502,960	$	346,989	$	1,208,257	$	363,065
Denominators:
Weighted-average shares outstanding		4,007,117		2,764,480		9,200,000		2,764,480
Basic and diluted net income per share	$	0.13	$	0.13	$	0.13	$	0.13

Class A ordinary shares subject to possible redemption, June 30, 2022	$	93,054,401
Less:
Redemptions of Class A ordinary shares		(27,406,155	)
Plus:
Re-measurement adjustment on redeemable ordinary shares		4,538,315
Class A ordinary shares subject to possible redemption, June 30, 2023		70,186,561
Less:
Redemptions of Class A ordinary shares		(29,305,912	)
Plus:
Re-measurement adjustment on redeemable ordinary shares		2,152,125
Class A ordinary shares subject to possible redemption, March 31, 2024	$	43,032,774

Cover - shares	9 Months Ended
Cover - shares	Mar. 31, 2024	May 15, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	BLUE WORLD ACQUISITION CORPORATION
Entity Central Index Key	0001878074
Entity File Number	001-41256
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Current Fiscal Year End Date	--06-30
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	244 Fifth Avenue
Entity Address, Address Line Two	Suite B-88
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
Entity Phone Fax Numbers [Line Items]
City Area Code	(646)
Local Phone Number	998-9582
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
Entity Listings [Line Items]
Title of 12(b) Security	Units, consisting of one Class A Ordinary Share, $0.0001 par value, one-half of one redeemable
Trading Symbol	BWAQU
Security Exchange Name	NASDAQ
Class A Ordinary Shares, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Class A Ordinary Shares, par value $0.0001 per share
Trading Symbol	BWAQ
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	BWAQW
Security Exchange Name	NASDAQ
Rights, each to receive one-tenth (1/10) of one ordinary share
Entity Listings [Line Items]
Title of 12(b) Security	Rights, each to receive one-tenth (1/10) of one ordinary share
Trading Symbol	BWAQR
Security Exchange Name	NASDAQ
Class A Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		3,943,060
Class B Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		1,600,000

Condensed Balance Sheets - USD ($)	Mar. 31, 2024	Jun. 30, 2023
Current assets:
Cash	$ 3,036	$ 746
Prepaid expenses	42,055	35,862
Total Current Assets	45,091	36,608
Cash and investment held in Trust Account	43,032,774	70,186,561
Cash held in Escrow Account		500,000
Total Assets	43,077,865	70,723,169
Current liabilities
Accounts payable and accrued expenses	236,447	229,933
Promissory notes	183,333
Total Current Liabilities	2,976,181	2,165,522
Deferred underwriting discounts and commissions	3,220,000	3,220,000
Total Liabilities	6,196,181	5,385,522
Commitments and Contingencies (Note 8)
Class A ordinary shares subject to possible redemption, 3,837,766 shares and 6,587,231 shares at redemption value of $11.21 and $10.65 per share as of March 31, 2024 and June 30, 2023, respectively	43,032,774	70,186,561
Shareholders’ Deficit:
Preference shares, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding
Additional paid-in capital
Accumulated deficit	(6,151,366)	(4,849,190)
Total Shareholders’ Deficit	(6,151,090)	(4,848,914)
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	43,077,865	70,723,169
Related Party
Current liabilities
Due to related parties	94,228	63,504
Promissory notes - related party	2,462,173	1,872,085
Class A Ordinary Shares
Current liabilities
Class A ordinary shares subject to possible redemption, 3,837,766 shares and 6,587,231 shares at redemption value of $11.21 and $10.65 per share as of March 31, 2024 and June 30, 2023, respectively	43,032,774	70,186,561
Shareholders’ Deficit:
Ordinary shares	116	46
Class B Ordinary Shares
Shareholders’ Deficit:
Ordinary shares	$ 160	$ 230

Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2024	Jun. 30, 2023
Ordinary shares subject to possible redemption	3,837,766	6,587,231
Ordinary shares subject to possible redemption, par share (in Dollars per share)	$ 11.21	$ 10.65
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	10,000,000	10,000,000
Preference shares, issued
Preference shares, outstanding
Class A Ordinary Shares
Ordinary shares subject to possible redemption	3,837,766	6,587,231
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	470,000,000	470,000,000
Ordinary shares, shares issued	1,164,480	464,480
Ordinary shares, shares outstanding	1,164,480	464,480
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	20,000,000	20,000,000
Ordinary shares, shares issued	1,600,000	2,300,000
Ordinary shares, shares outstanding	1,600,000	2,300,000

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
Unaudited Condensed Statements of Operations - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Formation and operating costs	$ 299,083	$ 119,560	$ 822,185	$ 636,292
Loss from operations	(299,083)	(119,560)	(822,185)	(636,292)
Other income:
Interest and dividend earned on investment held in Trust Account	511,844	1,002,180	1,672,126	2,207,606
Interest income	1		8	8
Total other income	511,845	1,002,180	1,672,134	2,207,614
Net income	$ 212,762	$ 882,620	$ 849,949	$ 1,571,322
Redeemable Class A Ordinary Shares
Other income:
Basic weighted average ordinary shares outstanding (in Shares)	3,837,766	9,200,000	4,007,117	9,200,000
Basic net income (Loss) per ordinary shares (in Dollars per share)	$ 0.03	$ 0.07	$ 0.13	$ 0.13
Non-redeemable Class A and Class B Ordinary Share
Other income:
Basic weighted average ordinary shares outstanding (in Shares)	2,764,480	2,764,480	2,764,480	2,764,480
Basic net income (Loss) per ordinary shares (in Dollars per share)	$ 0.03	$ 0.07	$ 0.13	$ 0.13

Unaudited Condensed Statements of Changes in Shareholders’ Deficit - USD ($)	Ordinary Shares Class A	Ordinary Shares Class B	Accumulated Deficit	Total
Balance at Jun. 30, 2022	$ 46	$ 230	$ (2,492,780)	$ (2,492,504)
Balance (in Shares) at Jun. 30, 2022	464,480	2,300,000
Remeasurement of Class A ordinary shares subject to possible redemption			(419,401)	(419,401)
Net income			248,325	248,325
Balance at Sep. 30, 2022	$ 46	$ 230	(2,663,856)	(2,663,580)
Balance (in Shares) at Sep. 30, 2022	464,480	2,300,000
Balance at Jun. 30, 2022	$ 46	$ 230	(2,492,780)	(2,492,504)
Balance (in Shares) at Jun. 30, 2022	464,480	2,300,000
Net income				1,571,322
Balance at Mar. 31, 2023	$ 46	$ 230	(3,129,064)	(3,128,788)
Balance (in Shares) at Mar. 31, 2023	464,480	2,300,000
Balance at Sep. 30, 2022	$ 46	$ 230	(2,663,856)	(2,663,580)
Balance (in Shares) at Sep. 30, 2022	464,480	2,300,000
Remeasurement of Class A ordinary shares subject to possible redemption			(786,025)	(786,025)
Net income			440,377	440,377
Balance at Dec. 31, 2022	$ 46	$ 230	(3,009,504)	(3,009,228)
Balance (in Shares) at Dec. 31, 2022	464,480	2,300,000
Remeasurement of Class A ordinary shares subject to possible redemption			(1,002,180)	(1,002,180)
Net income			882,620	882,620
Balance at Mar. 31, 2023	$ 46	$ 230	(3,129,064)	(3,128,788)
Balance (in Shares) at Mar. 31, 2023	464,480	2,300,000
Balance at Jun. 30, 2023	$ 46	$ 230	(4,849,190)	(4,848,914)
Balance (in Shares) at Jun. 30, 2023	464,480	2,300,000
Remeasurement of Class A ordinary shares subject to possible redemption			(785,898)	(785,898)
Net income			400,619	400,619
Balance at Sep. 30, 2023	$ 46	$ 230	(5,234,469)	(5,234,193)
Balance (in Shares) at Sep. 30, 2023	464,480	2,300,000
Balance at Jun. 30, 2023	$ 46	$ 230	(4,849,190)	(4,848,914)
Balance (in Shares) at Jun. 30, 2023	464,480	2,300,000
Net income				849,949
Balance at Mar. 31, 2024	$ 116	$ 160	(6,151,366)	(6,151,090)
Balance (in Shares) at Mar. 31, 2024	1,164,480	1,600,000
Balance at Sep. 30, 2023	$ 46	$ 230	(5,234,469)	(5,234,193)
Balance (in Shares) at Sep. 30, 2023	464,480	2,300,000
Remeasurement of Class A ordinary shares subject to possible redemption			(734,384)	(734,384)
Net income			236,568	236,568
Balance at Dec. 31, 2023	$ 46	$ 230	(5,732,285)	(5,732,009)
Balance (in Shares) at Dec. 31, 2023	464,480	2,300,000
Remeasurement of Class A ordinary shares subject to possible redemption			(631,843)	(631,843)
Conversion of Class B ordinary shares into Class A ordinary shares	$ 70	$ (70)
Conversion of Class B ordinary shares into Class A ordinary shares (in Shares)	700,000	(700,000)
Net income			212,762	212,762
Balance at Mar. 31, 2024	$ 116	$ 160	$ (6,151,366)	$ (6,151,090)
Balance (in Shares) at Mar. 31, 2024	1,164,480	1,600,000

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 212,762	$ 236,568	$ 400,619	$ 882,620	$ 440,377	$ 248,325	$ 849,949	$ 1,571,322

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Organization, Business Operations, and Going Concern (Details) - USD ($)					1 Months Ended		9 Months Ended
	Mar. 06, 2024	May 31, 2023	May 02, 2023	Feb. 02, 2022	Jul. 31, 2023	Jun. 30, 2023	Mar. 31, 2024	Apr. 02, 2024	Mar. 26, 2024	Nov. 02, 2023
Organization, Business Operations, and Going Concern [Line Items]
Sale of private units (in Shares)							46,000
Price per unit (in Dollars per share)							$ 10
Gross proceed							$ 4,244,800
Transaction costs							5,919,648
Underwriting discounts and commissions							1,840,000
Deferred underwriting commissions							3,220,000
Other offering costs.							551,390
Fair value of representative shares							308,258
Net proceeds				$ 92,920,000
Public unit (in Dollars per share)				$ 10.1
Redemption of outstanding percentage				100.00%
Public unit							$ 10.1
Redeem of public shares percentage							100.00%
Trust account							$ 1,968,648		$ 60,000	$ 920,000
Depositing public per share (in Dollars per share)			$ 0.0295
Extension Fees amount							1,968,648
Total principal amount							$ 60,000
Redeem of outstanding percentage							100.00%
Interest paid							$ 50,000
Shares value approximately		$ 27,400,000
Merger closing per share (in Dollars per share)							$ 10
Aggregate consideration amount							$ 50,000,000
Valuation firm expenses							200,000
Net Profit							41,000,000
Cash							3,036
Working deficit							$ 2,931,090
PubCo [Member]
Organization, Business Operations, and Going Concern [Line Items]
Issued and paid up share capital percentage							100.00%
Aggregate ordinary shares (in Shares)							41,000,000
Ordinary shares holds (in Shares)							41,000,000
Purchase total (in Shares)							13,000,000
Net Profit							$ 41,000,000
SinCo [Member]
Organization, Business Operations, and Going Concern [Line Items]
Issued and paid up share capital percentage							100.00%
Issued and outstanding percentage							100.00%
Aggregate consideration amount							$ 50,000,000
Business Combination [Member]
Organization, Business Operations, and Going Concern [Line Items]
Net tangible assets							5,000,001
Trust account							$ 920,000
Depositing public per share (in Dollars per share)			$ 0.0295
Sponsor [Member]
Organization, Business Operations, and Going Concern [Line Items]
Sale of private units (in Shares)							378,480
Total principal amount							$ 1,698,648
Zening [Member]
Organization, Business Operations, and Going Concern [Line Items]
Total principal amount							$ 210,000
WAG [Member]
Organization, Business Operations, and Going Concern [Line Items]
Ordinary shares holds (in Shares)							8,060,000
Belta [Member]
Organization, Business Operations, and Going Concern [Line Items]
Ordinary shares holds (in Shares)							10,045,000
BestToYo [Member]
Organization, Business Operations, and Going Concern [Line Items]
Ordinary shares holds (in Shares)							5,535,000
Share Exchange [Member]
Organization, Business Operations, and Going Concern [Line Items]
Issued and paid up share capital percentage							100.00%
Merger closing per share (in Dollars per share)							$ 1.00
TOYO Solar [Member]
Organization, Business Operations, and Going Concern [Line Items]
Issued and outstanding percentage							100.00%
Earnout Shares [Member]
Organization, Business Operations, and Going Concern [Line Items]
Ordinary shares holds (in Shares)							13,000,000
PIPE Shares [Member]
Organization, Business Operations, and Going Concern [Line Items]
Merger closing per share (in Dollars per share)	$ 10
Purchase total (in Shares)	600,000
Aggregate purchase price	$ 6,000,000
Merger Agreement [Member]
Organization, Business Operations, and Going Concern [Line Items]
Price per unit (in Dollars per share)							$ 10
Merger closing per share (in Dollars per share)							$ 10
Net Profit							$ 41,000,000
Merger Agreement [Member] \| PubCo [Member]
Organization, Business Operations, and Going Concern [Line Items]
Price per unit (in Dollars per share)							$ 0.0001
Merger closing per share (in Dollars per share)							$ 0.0001
Ordinary shares holds (in Shares)							1,350
Class A Ordinary Shares [Member]
Organization, Business Operations, and Going Concern [Line Items]
Ordinary share, par value per share (in Dollars per share)						$ 0.0001	$ 0.0001
Share issued (in Shares)							40,000
Ordinary shares (in Shares)		2,612,769				2,749,465
Merger closing per share (in Dollars per share)							$ 11.5
Ordinary shares holds (in Shares)						470,000,000	470,000,000
PubCo Ordinary Shares [Member]
Organization, Business Operations, and Going Concern [Line Items]
Ordinary shares holds (in Shares)							3,185,000
Purchase total (in Shares)							1,755,000
PubCo Ordinary Shares [Member] \| WAG [Member]
Organization, Business Operations, and Going Concern [Line Items]
Ordinary shares holds (in Shares)							6,200
PubCo Ordinary Shares [Member] \| Belta [Member]
Organization, Business Operations, and Going Concern [Line Items]
Ordinary shares holds (in Shares)							2,450
PubCo Ordinary Shares [Member] \| Merger Agreement [Member] \| WAG [Member]
Organization, Business Operations, and Going Concern [Line Items]
Ordinary shares holds (in Shares)							25,420,000
Forecast [Member]
Organization, Business Operations, and Going Concern [Line Items]
Trust account								$ 60,000
Initial Public Offering [Member]
Organization, Business Operations, and Going Concern [Line Items]
Share issued (in Shares)				9,200,000
Offering price per public unit (in Dollars per share)				$ 10
Generating gross proceeds				$ 92,000,000
Aggregate ordinary shares (in Shares)							322,000
Purchase total (in Shares)							40,000
Initial Public Offering [Member] \| Class A Ordinary Shares [Member]
Organization, Business Operations, and Going Concern [Line Items]
Exercise price (in Dollars per share)							$ 11.5
Initial Public Offering [Member] \| Class A Ordinary Shares [Member] \| Public Warrants [Member]
Organization, Business Operations, and Going Concern [Line Items]
Exercise price (in Dollars per share)				$ 11.5
Over-Allotment Option [Member]
Organization, Business Operations, and Going Concern [Line Items]
Share issued (in Shares)				1,200,000
Over-Allotment Option [Member] \| Class A Ordinary Shares [Member]
Organization, Business Operations, and Going Concern [Line Items]
Ordinary share, par value per share (in Dollars per share)							$ 0.0001
Private Placement [Member]
Organization, Business Operations, and Going Concern [Line Items]
Sale of private units (in Shares)							424,480
Price per unit (in Dollars per share)							$ 10
Trust Account [Member]
Organization, Business Operations, and Going Concern [Line Items]
Price per unit (in Dollars per share)							$ 10.1
Deposited amount						$ 60,000	$ 60,000
Redeeming shareholders					$ 29,300,000		$ 11,900,000
Trust Account [Member] \| Minimum [Member]
Organization, Business Operations, and Going Concern [Line Items]
Price per unit (in Dollars per share)							$ 10.1
Trust Account [Member] \| Class A Ordinary Shares [Member]
Organization, Business Operations, and Going Concern [Line Items]
Ordinary shares (in Shares)							1,059,186

Significant Accounting Policies (Details) - Schedule of Class A Ordinary Shares Reflected on the Balance Sheet - Class A Ordinary Shares [Member] - USD ($)	9 Months Ended	12 Months Ended
	Mar. 31, 2024	Jun. 30, 2023
Temporary Equity [Line Items]
Class A ordinary shares subject to possible redemption, beginning	$ 70,186,561	$ 93,054,401
Less:
Redemptions of Class A ordinary shares	(29,305,912)	(27,406,155)
Plus:
Re-measurement adjustment on redeemable ordinary shares	2,152,125	4,538,315
Class A ordinary shares subject to possible redemption, ending	$ 43,032,774	$ 70,186,561

Initial Public Offering (Details)	Feb. 02, 2022 USD ($) $ / shares shares
Initial Public Offering [Member]
Initial Public Offering [Line Items]
Number of units issued	9,200,000
Sale offering price (in Dollars per share) \| $ / shares	$ 10
Generating gross proceeds (in Dollars) \| $	$ 92,000,000
Initial Public Offering [Member] \| Class A Ordinary Shares
Initial Public Offering [Line Items]
Number of shares issuable per warrant	1
Share exercise price (in Dollars per share) \| $ / shares	$ 11.5
Initial Public Offering [Member] \| Class A Ordinary Shares \| Warrant [Member]
Initial Public Offering [Line Items]
Number of shares issuable per warrant	1
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Number of units issued	1,200,000

Private Placement (Details)	9 Months Ended
Private Placement (Details)	Mar. 31, 2024 USD ($) $ / shares shares
Private Placement [Line Items]
Sale of units	46,000
Purchase price per share (in Dollars per share) \| $ / shares	$ 10
Gross proceed (in Dollars) \| $	$ 4,244,800
Sponsor [Member]
Private Placement [Line Items]
Sale of units	378,480
Private Placement [Member]
Private Placement [Line Items]
Sale of units	424,480
Purchase price per share (in Dollars per share) \| $ / shares	$ 10

Promissory Notes (Details) - USD ($)	9 Months Ended
Promissory Notes (Details) - USD ($)	Mar. 31, 2024	Feb. 06, 2024	Dec. 28, 2023	Dec. 26, 2023	Dec. 04, 2023	Jun. 30, 2023
Promissory Notes [Line Items]
Outstanding principal amount	10.00%
Borrowings	$ 183,333					$ 0
Promissory Note [Member]
Promissory Notes [Line Items]
Principal amount		$ 150,000	$ 33,333	$ 150,000	$ 150,000

Related Party Transactions (Details) - USD ($)			3 Months Ended		9 Months Ended		12 Months Ended
Related Party Transactions (Details) - USD ($)	Jan. 17, 2024	Aug. 05, 2021	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023	Nov. 30, 2023	Jul. 31, 2023	Nov. 30, 2022
Related Party Transaction (Details)
Aggregate capital contribution					$ 25,000
Capital contribution per share (in Dollars per share)					$ 0.01
Sponsor transferred shares (in Shares)					10,000
Due to related party			$ 4,228		$ 4,228		$ 3,504
Principal amount			1,698,648		$ 1,698,648			$ 770,000	$ 770,000	$ 770,000
Conversion units, description					The number of Conversion Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee by (y) $10.00.
Borrowing under the promissory note			2,462,173		$ 2,462,173		1,872,085
Monthly fees payment					10,000
Operating cost			$ 30,000	$ 30,000	90,000	$ 90,000
Administrative services					$ 90,000		$ 60,000
Founder Shares [Member]
Related Party Transaction (Details)
Founders shares issued (in Shares)							700,000
Founder Shares [Member]
Related Party Transaction (Details)
Purchase price		$ 25,000
Founders shares issued (in Shares)			2,300,000		2,300,000
Founder share outstanding (in Shares)			1,600,000		1,600,000		2,300,000
Common Class B [Member]
Related Party Transaction (Details)
Price per share (in Dollars per share)			$ 0.0001		$ 0.0001		$ 0.0001
Founders shares issued (in Shares)		2,300,000	1,600,000		1,600,000		2,300,000
Founder share outstanding (in Shares)		2,300,000	1,600,000		1,600,000		2,300,000
Class B ordinary shares (in Shares)	700,000
Common Class B [Member] \| Founder Shares [Member] \| Sponsor [Member]
Related Party Transaction (Details)
Acquired shares (in Shares)		2,300,000
Price per share (in Dollars per share)		$ 0.0001

Shareholders' Equity (Details)			9 Months Ended
Shareholders' Equity (Details)	Jan. 17, 2024 shares	Aug. 05, 2021 shares	Mar. 31, 2024 $ / shares shares	Jun. 30, 2023 $ / shares shares
Shareholders’ Equity [Line Items]
Preferred stock, shares authorized			10,000,000	10,000,000
Preference shares, par value (in Dollars per share) \| $ / shares			$ 0.0001	$ 0.0001
Preference stock, shares issued
Preference stock, shares outstanding
Ordinary shares subject to possible redemption			3,837,766	6,587,231
Price per share (in Dollars per share) \| $ / shares			$ 10
Warrants expire term			5 years
Threshold number of business days before sending notice of redemption to warrant holders			1
Public Warrants [Member]
Shareholders’ Equity [Line Items]
Outstanding shares			4,600,000
Private Warrant [Member]
Shareholders’ Equity [Line Items]
Outstanding shares				212,240
Redemption price per warrant			0.01
Warrants [Member]
Shareholders’ Equity [Line Items]
Minimum threshold written notice period for redemption of warrants			30 days
Stock price trigger for redemption of warrants (in Dollars per share) \| $ / shares			$ 9.2
Threshold trading days for redemption of warrants			20
Threshold consecutive trading days for redemption of public warrants			30
Adjustment of redemption price percentage			115.00%
Redemption of Warrants [Member]
Shareholders’ Equity [Line Items]
Stock price trigger for redemption of warrants (in Dollars per share) \| $ / shares			$ 16.5
Adjustment of redemption price percentage			180.00%
Class B Ordinary Shares [Member]
Shareholders’ Equity [Line Items]
Conversion of ordinary shares	700,000
Ordinary shares, shares authorized			20,000,000	20,000,000
Ordinary shares, par value (in Dollars per share) \| $ / shares			$ 0.0001	$ 0.0001
Ordinary shares, shares outstanding		2,300,000	1,600,000	2,300,000
Ordinary shares, shares issued		2,300,000	1,600,000	2,300,000
Forfeiture of shares		300,000
Percentage of common stock issued and outstanding upon IPO		20.00%
Class A Ordinary Shares [Member]
Shareholders’ Equity [Line Items]
Ordinary shares, shares authorized			470,000,000	470,000,000
Ordinary shares, par value (in Dollars per share) \| $ / shares			$ 0.0001	$ 0.0001
Ordinary shares, shares outstanding			1,164,480	464,480
Ordinary shares, shares issued			1,164,480	464,480
Ordinary shares subject to possible redemption			3,837,766	6,587,231
Price per share (in Dollars per share) \| $ / shares			$ 11.5
Stock price trigger for redemption of warrants (in Dollars per share) \| $ / shares			16.5
Class A Ordinary Shares [Member] \| Warrants [Member]
Shareholders’ Equity [Line Items]
Price per share (in Dollars per share) \| $ / shares			$ 9.2
Threshold consecutive trading days for redemption of public warrants			20
Percentage of gross proceeds on total equity proceeds			60.00%
Over-Allotment Option [Member] \| Class B Ordinary Shares [Member]
Shareholders’ Equity [Line Items]
Percentage of common stock issued and outstanding upon IPO		20.00%
Over-Allotment Option [Member] \| Class A Ordinary Shares [Member]
Shareholders’ Equity [Line Items]
Ordinary shares, par value (in Dollars per share) \| $ / shares			$ 0.0001
Public Rights [Member]
Shareholders’ Equity [Line Items]
Outstanding shares			9,200,000
Private Rights [Member]
Shareholders’ Equity [Line Items]
Outstanding shares				424,480
Initial Public Offering [Member] \| Warrants [Member]
Shareholders’ Equity [Line Items]
Initial business combination term			30 days
Warrants exercisable term			1 year

Fair Value Measurements (Details) - USD ($)	Mar. 31, 2024	Jun. 30, 2023
Fair Value Measurements [Abstract]
Money market funds	$ 0	$ 70,186,561

Fair Value Measurements (Details) - Schedule of Assets and Liabilities Fair Value on a Recurring Basis - USD ($)	Mar. 31, 2024	Jun. 30, 2023
Assets:
Investments held in Trust Account – Money Market Funds	$ 43,032,774	$ 70,186,561
Total	$ 43,032,774	70,186,561
Recurring [Member] \| Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account – Money Market Funds		70,186,561
Total		70,186,561
Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account – Money Market Funds
Total
Recurring [Member] \| Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account – Money Market Funds
Total

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	May 02, 2024	Apr. 19, 2024	Apr. 01, 2024
Subsequent Event [Line Items]
Unsecured promissory note		$ 320,000	$ 180,000
Fuji Extension Note [Member]
Subsequent Event [Line Items]
Deposited			60,000
Principal amount received			$ 60,000
Zening Extension Note [Member]
Subsequent Event [Line Items]
Deposited	$ 60,000
Principal amount received	$ 60,000