Current Report Filing (8-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 28, 2023

 

BLUE WORLD ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

 

Cayman Islands		001-41256		N/A
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification Number)

 

244 Fifth Avenue, Suite B-88
New York, NY 10001
(Address of principal executive offices)

 

[phone]

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act.

 

Title of each class		Trading Symbol		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 whole right to acquire one-tenth of one Class A Ordinary Share		BWAQR		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 8.01 Other Events.

  

Supplement to the Definitive Proxy Statement

 

On April 11, 2023, Blue World Acquisition Corp. (the “Company”) filed a definitive proxy statement (as supplemented and amended on April 25, 2023, the "definitive proxy statement") for the solicitation of proxies in connection with an extraordinary general meeting of the Company’s shareholders to be held on May 2, 2023 (the "Shareholder Meeting") to consider and vote on, among other proposals, a proposal to amend its Charter to provide the Company has until May 2, 2023 to complete a business combination and may elect to extend the period to consummate a business combination up to nine times, each by an additional one-month extension (the “Monthly Extension”), for a total up to nine months to February 2, 2024 (such proposal, the “Charter Amendment Proposal”) and conditional on the approval of the Charter Amendment Proposal, a proposal to amend the Trust Agreement between the Company and Continental to provide that Continental must commence liquidation of the Trust Account by May 2, 2023, or, if further extended, to effect each Monthly Extension by the deposit of $0.0295 per public share into the Trust Account, as applicable (the “Trust Amendment Proposal”).

 

Press Release

 

On April 28, 2023, the Company issued a press release announcing extension of the deadline from April 28, 2023 (two business days before the Shareholder Meeting) to May 1, 2023 (one business day before the Shareholder Meeting) for delivery of redemption requests from the Company’s shareholders in connection with the Charter Amendment Proposal (the “Redemption Deadline Extension”)

 

The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

Accordingly, the Company has determined to amend and supplement the definitive proxy statement as described in this Current Report on Form 8-K (the “Proxy Supplement”).

 

There is no change to the location, the record date, or any of the other proposals to be acted upon at the Shareholder Meeting.

 

1

 

 

SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT

 

The following disclosures in this Current Report on Form 8-K supplement, and should be read in conjunction with, the disclosures contained in the Company’s definitive proxy statement (the “Definitive Proxy Statement”), filed with the Securities and Exchange Commission (the “SEC”) on April 11, 2023 and supplemented and amended on April 25, 2023, which in turn should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement. All other information in the Definitive Proxy Statement remains unchanged.

 

As provided in the Definitive Proxy Statement, the Company is seeking shareholder approval of, among other things, the Charter Amendment Proposal and the Trust Amendment Proposal. The purpose of the supplemental disclosures is to provide information about (i) the postponement of the Shareholder Meeting related to the Definitive Proxy Statement, (ii) the resulting extension of the deadline for delivery of redemption requests from the Company’s shareholders to the Company’s transfer agent, (iii) the revised amount of deposit of $0.0295 per public share into the Trust Account, as compared to the original $0.035 per public share for the Monthly Extension in connection with the Trust Amendment Proposal.

 

Terms used herein, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement.

 

Extension of Redemption Deadline

 

The previously disclosed deadline of 5:00 p.m. Eastern Time on April 28, 2023 (Friday, two business days before the Shareholder Meeting) for delivery of redemption requests from the Company’s public shareholders to the Company’s transfer agent has been extended to 5:00 p.m. Eastern Time on May 1, 2023 (Monday, one business day before the Shareholder Meeting). If you are a public shareholder and you intend to seek redemption of your shares, you will need to deliver your Class A Ordinary Shares (and share certificates (if any) and other redemption forms) (either physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on May 1, 2023. If you have questions regarding the certification of your position or delivery of your shares, please contact:

 

Continental Stock Transfer & Trust Company
1 State Street 30^th Floor
New York, NY 10004-1561
E-mail: [e-mail]

 

2

 

 

Forward-Looking Statements

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the date of the Extraordinary General Meeting and the proposed Contribution. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

 

Additional Information and Where to Find It

 

On April 11, 2023, the Company filed the Definitive Proxy Statement with the Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies for the Extraordinary General Meeting. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the Definitive Proxy Statement (including any amendments or supplements thereto) and other documents filed with the SEC through the web site maintained by the SEC at www.sec.gov or contact proxy solicitor

 

Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free: [phone]
Collect: [phone]
Email: [e-mail]

 

Participants in the Solicitation

 

The Company and its respective directors and officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Shareholder Meeting. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, is set forth in the Definitive Proxy Statement. You may obtain free copies of these documents using the sources indicated above.

 

3

 

 

Item 9.01 Financial Statements and Exhibits.

  

(d) Exhibits. The following exhibits are filed with this Form 8-K:

 

Exhibit No.		Description of Exhibits
99.1		Press Release dated April 28, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

4

 

 

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 hereunto duly authorized.

 

	Blue World Acquisition Corporation
	By:	/s/ Liang Shi
	Name:	Liang Shi
	Title:	Chief Executive Officer
Date: April 28, 2023

  

5