As filed with the Securities and Exchange Commission on May 1, 2024.

Registration No. 333-              

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

–––––––––––––––––––––––––––

FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

–––––––––––––––––––––––––––

TOYO Co., Ltd
(Exact Name of Registrant as Specified in Its Charter)

Not Applicable
(Translation of Registrant’s name into English)

–––––––––––––––––––––––––––

Cayman Islands

  

3990

  

Not Applicable

(State or Other Jurisdiction of
Incorporation or Organization)

  

(Primary Standard Industrial
Classification Code Number)

  

(I.R.S. Employer

Identification Number)

Tennoz First Tower F5, 2-2-4
Higashi-shinagawa, Shinagawa-ku
Tokyo, Japan 140-0002
+81 3-6433-2789
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

–––––––––––––––––––––––––––

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

–––––––––––––––––––––––––––

Copies to:

Ruomu Li, Esq.

Will H. Cai, Esq.

Timothy Pitrelli, Esq.

Reid S. Hooper, Esq.
Cooley LLP

IFC-Tower 2, Level 35, Unit 3510

8 Century Avenue Pudong New Area

Shanghai 200120, China

+86 21 6030 0600

  

Er (Arila) Zhou, Esq.

Ze’-ev D. Eiger, Esq.

Robinson & Cole LLP

Chrysler East Building

666 Third Ave, 20th Floor

New York, NY 10017

Tel: 212-451-2908

–––––––––––––––––––––––––––

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ Registration No. 333-277779

If this Form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration for the share offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

____________

†         The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

EXPLANATORY NOTE

Pursuant to its Registration Statement on Form F-4 (File No. 277779), as amended, (the “Prior Registration Statement”), initially filed with the Securities and Exchange Commission (the “Commission”) on March 8, 2024 and declared effective by the Commission on March 26, 2024, TOYO Co., Ltd, a company incorporated under the laws of Cayman Islands (the “Registrant”), registered (i) 7,468,412 of the Registrant’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”), (ii) 4,944,839 Ordinary Shares issuable upon exercise of the Registrant’s warrants (“Warrants”), and (iii) 4,944,839 Warrants, and paid an aggregate registration fee of $20,684.43. This Registration Statement is being filed with the Commission pursuant to General Instruction H to Form F-4 and Rule 462(b) of the Securities Act of 1933, as amended, for the sole purpose of registering (i) additional 516,079 Ordinary Shares (including 60,833 Ordinary Shares issuable upon exercise of 60,833 Warrants), and (ii) additional 60,833 Warrants, to be issuable upon the completion of the Transactions (as described in the Prior Registration Statement). The additional securities that are being registered are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Filing Fee Table filed with the Prior Registration Statement.

STATEMENT OF INCORPORATION BY REFERENCE

The contents of the Prior Registration Statement, including all amendments, supplements and exhibits thereto and each of the documents filed by the Registrant with the Commission and incorporated or deemed to be incorporated therein, are incorporated herein by reference.

The required opinions and consents are listed on an Exhibit Index attached hereto.

 

EXHIBIT INDEX

Exhibit No.

  

Description of Exhibit

5.1

  

Opinion of Harney Westwood & Riegels regarding the validity of additional ordinary shares of the Registrant being registered

5.2

  

Opinion of Cooley LLP as to validity of additional warrants of the Registrant being registered

23.1

  

Consent of Marcum Asia CPAs LLP, independent public accountant to Vietnam Sunergy Cell Company Limited

23.2

  

Consent of Marcum Asia CPAs LLP, independent public accountant to Blue World Acquisition Corporation

23.3

  

Consent of Harney Westwood & Riegels (included in Exhibit 5.1)

107

  

Filing Fee Table

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Japan on May 1, 2024.

 

TOYO Co., Ltd
   

By:

  

/s/ Junsei Ryu
   

Name:

  

Junsei Ryu
   

Title:

  

Director and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

  

Capacity

  

Date

/s/ Junsei Ryu

  

Director and Chief Executive Officer

  

May 1, 2024

Junsei Ryu

  

(Principal Executive Officer)

    

/s/ Taewoo Chung

  

Chief Financial Officer

  

May 1, 2024

Taewoo Chung

  

(Principal Financial and Accounting Officer)

    

II-2

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of TOYO Co., Ltd, has signed this registration statement in the City of Newark, State of Delaware, on May 1, 2024.

 

Authorized U.S. Representative
   

By:

  

/s/ Donald J. Puglisi
   

Name:

  

Donald J. Puglisi
   

Title:

  

Managing Director of Puglisi & Associates

II-3

Exhibit 5.1

 

Harney Westwood & Riegels

3501 The Center

99 Queen’s Road Central

Hong Kong

Tel: +852 5806 7800

Fax: +852 5806 7810

 

May 1, 2024

 

060695.0001

 

TOYO Co., Ltd

the office of Harneys Fiduciary (Cayman) Limited

4th Floor, Harbour Place, 103 South Church Street

P.O. Box 10240, Grand Cayman KY1-1002

Cayman Islands

 

Dear Sir or Madam

 

TOYO Co., Ltd (the Company)

 

We are lawyers qualified to practise in the Cayman Islands and have acted as Cayman Islands legal advisers to the Company in connection with the Company’s new registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the Commission) (the New Registration Statement) on May 1, 2024 pursuant to General Instruction H to Form F-4 and Rule 462(b) of the U.S. Securities Act of 1933, as amended (the Securities Act) for the sole purpose of the registration of additional 516,079 ordinary shares of the Company of par value $0.0001 per share (the Ordinary Shares) (including 60,833 Ordinary Shares issuable upon exercise of 60,833 warrants of the Company) (the Additional Shares) and additional 60,833 warrants of the Company, to be issuable upon the completion of the Transactions (as defined in the New Registration Statement).

 

We are furnishing this opinion as Exhibit 5.1 to the New Registration Statement.

 

For the purposes of giving this opinion, we have examined the Corporate Documents (as defined in ‎Schedule 1) and the New Registration Statement and the prior registration statement of the Company on Form F-4, including all amendments or supplements thereto, filed with the Commission on 8 March 2024 under the Securities Act (the Prior Registration Statement, together with the New Registration Statement, the Registration Statements). We have not examined any other documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation to the transaction which is the subject of this opinion.

 

In giving this opinion we have relied upon the assumptions set out in ‎Schedule 2 which we have not independently verified.

 

The British Virgin Islands is Harneys Hong Kong office’s main jurisdiction of practice.
Jersey legal services are provided through a referral arrangement with Harneys (Jersey) which is an independently owned and controlled Jersey law firm.
Resident Partners: A Au | M Chu | JP Engwirda | Y Fan | P Kay | MW Kwok | IN Mann
R Ng | ATC Ridgers | PJ Sephton		   Anguilla | Bermuda | British Virgin Islands | Cayman Islands
Cyprus | Hong Kong | Jersey | London | Luxembourg
Montevideo | São Paulo | Shanghai | Singapore
www.harneys.com

 

 

 

 

Based solely upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in ‎Schedule 3, we are of the opinion that under the laws of the Cayman Islands:

 

1Existence and Good Standing. The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing under the laws of the Cayman Islands.

 

2Valid Issuance of Shares. The issue and allotment of the Additional Shares as contemplated by the Registration Statements have been duly authorised and, when allotted, issued and fully paid for in accordance with the Registration Statements, and when name of the shareholder is entered in the register of members of the Company, the Additional Shares will be validly issued, allotted, non-assessable and fully paid.

 

This opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the Cayman Islands as they are in force and applied by the Cayman Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. Except as specifically stated herein, we express no opinion as to matters of fact.

 

In connection with the above opinion, we hereby consent to the filing of this opinion as an exhibit to the New Registration Statement and to the reference made to this firm in the Prior Registration Statement under the headings “Enforceability of Civil Liabilities under Cayman Islands Law”, “Material Tax Considerations” and “Legal Matters” and elsewhere in the prospectus included in the Prior Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, as amended, or the Rules and Regulations of the Commission thereunder.

 

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.

 

This opinion shall be construed in accordance with the laws of the Cayman Islands.

 

Yours faithfully  
   
/s/ Harney Westwood & Riegels  
Harney Westwood & Riegels  

 

2

 

 

Schedule 1

 

List of Documents and Records Examined

 

1The certificate of incorporation of the Company dated 16 May 2023;

 

2The amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 1 March 2024 and effective at Merger Closing (as defined therein) (the M&A);

 

3A certificate of good standing dated 27 February 2024 in respect of the Company, issued by the Registrar of Companies in the Cayman Islands (the Certificate of Good Standing);

 

4The register of members and register of directors of the Company provided to us on 4 March 2024; and

 

5A copy of the unanimous written resolutions of the directors of the Company dated 1 March 2024 (the Resolutions);

 

Copies of 1-5 above have been provided to us by the Company’s registered office provider (together the Corporate Documents)

 

6The Registration Statements.

 

3

 

 

Schedule 2

 

Assumptions

 

1Authenticity of Documents. Copy documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. All original Corporate Documents are authentic, all signatures, initials and seals are genuine.

 

2Corporate Documents. All matters required by law to be recorded in the Corporate Documents are so recorded, and all corporate minutes, resolutions, certificates, documents and records which we have reviewed are accurate and complete, and all facts expressed in or implied thereby are accurate and complete as at the date of the passing of the Resolutions.

 

3Constitutional Documents. The M&A remain in full force and effect and are otherwise unamended.

 

4Conversion. The conversion of any shares in the capital of the Company will be effected via legally available means under Cayman law.

 

5No Steps to Wind-up. The directors and shareholders of the Company have not taken any steps to appoint a liquidator of the Company and no receiver has been appointed over any of the Company’s property or assets.

 

6Resolutions. The Resolutions have been duly executed by and on behalf of each director, and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed. The Resolutions remain in full force and effect.

 

7Unseen Documents. Save for the Corporate Documents provided to us there are no resolutions, agreements, documents or arrangements which materially affect, amend or vary the transactions envisaged in the Registration Statements. There is no contractual prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from issuing and allotting the Additional Shares.

 

8Registration Statements. The validity and binding effect under the laws of the United States of America of the Registration Statements and that the Registration Statements will be duly filed with and declared effective by the Commission prior to, or concurrent with, the sale of the ordinary shares of the Company pursuant to the Registration Statements.

 

9Prospectus. The prospectus contained in the Registration Statements, when declared effective will be substantially in the same form as that examined by us for purposes of this opinion.

 

10NASDAQ Rules. The offering and the transactions contemplated thereunder complies with the requirements of the applicable rules of NASDAQ.

 

11Invitation. No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any ordinary shares of the Company.

 

4

 

 

Schedule 3

 

Qualifications

 

1Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.

 

2Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing. The Company shall be deemed to be in good standing under section 200A of the Companies Act (Revised) of the Cayman Islands (the Companies Act) on the date of issue of the certificate if all fees and penalties under the Companies Act have been paid and the Registrar of Companies in the Cayman Islands has no knowledge that the Company is in default under the Companies Act.

 

3We have undertaken no enquiry and express no view as to the compliance of the Company with the International Tax Co-operation (Economic Substance) Act (2021 Revision).

 

4In this opinion the phrase non-assessable means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

 

 

5

 

 

Exhibit 5.2

 

 

Will H. Cai
+852 3758 1210
wcai@cooley.com

 

May 1, 2024

 

TOYO Co., Ltd
Tennoz First Tower F5, 2-2-4
Higashi-shinagawa, Shinagawa-ku
Tokyo, Japan 140-0002

 

Ladies and Gentlemen:

 

We have acted as U.S. counsel to Vietnam Sunergy Cell Company Limited, a Vietnamese company (“TOYO Solar”), in connection with the filing by TOYO Co., Ltd, a Cayman Islands exempted company (the “Company”), of a Registration Statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”) for the registration of the assumption by the Company of 60,833 warrants issued or to be issued to Blue World Holdings Limited, a Hong Kong private company limited by shares (the “Sponsor”), the sponsor of Blue World Acquisition Corporation, a Cayman Islands exempted company (“BWAQ”), and Fuji Solar Co., Ltd, a Japanese company (“Fuji Solar”), in satisfaction of certain working capital loans and extension loans made or to be made by the Sponsor or its designees and Fuji Solar(together the “Warrants”), each Warrant to entitle the holder thereof to acquire one ordinary share of the Company, par value $0.0001 per share (the “Company Shares”). The Warrants were or will be initially issued pursuant to the Warrant Agreement dated January 31, 2022 (the “Warrant Agreement”) by and between BWAQ, and Continental Stock Transfer & Trust Company (the “Warrant Agent”). The Warrant Agreement is to be amended by an Assignment, Assumption and Amended & Restated Warrant Agreement (the “Warrant Assumption Agreement”) by and among BWAQ, the Company and the Warrant Agent. Upon the consummation of the merger (the “Merger”) provided for in the Agreement and Plan of Merger dated August 10, 2023 (as amended on December 6, 2023, February 6, 2024, and February 29, 2024, the “Business Combination Agreement”) by and among BWAQ, TOYO Solar, the Company and other parties thereto, each outstanding Warrant shall automatically cease to represent a right to acquire BWAQ ordinary shares and will automatically represent a right to acquire Company Shares. The Registration Statement incorporates by reference the registration statement on Form F-4 (333-277779) (the “Prior Registration Statement”), including the related proxy statement/prospectus (the “Prospectus”) included in the Prior Registration Statement.

 

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the Prospectus; (b) the form of Warrant Certificate filed as Exhibit 4.2 to the Prior Registration Statement; (c) the Warrant Agreement filed as Exhibit 4.3 to the Prior Registration Statement; (d) the form of the Warrant Assumption Agreement filed as Exhibit 4.5 to the Prior Registration Statement; (e) the Business Combination Agreement; and (f) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons where authorization, execution and delivery are prerequisites to the effectiveness thereof. We express no opinion with respect to the securities issuable upon exercise of the Warrants. As to certain factual matters, we have relied upon the representations and warranties made pursuant to, and have assumed compliance by the parties thereto with the covenants and conditions contained in, the Business Combination Agreement, the Warrant Agreement and the Warrant Assumption Agreement and have not independently verified such matters. 

 

Cooley HK 35/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong
t: +852 3758 1200 f: +852 3014 7818 www.cooley.com

 

 

 

 

May 1, 2024
Page Two

 

Our opinion is expressed only with respect to the laws of the State of New York. We express no opinion as to whether the any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation, including without limitation any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof. We note that BWAQ, the initial issuer of the Warrants, and the Company, which is to assume the Warrants, are both organized under the laws of the Cayman Islands. We have assumed all matters determinable under the laws of the Cayman Islands, including without limitation the valid existence and good standing of BWAQ and the Company, the corporate power of BWAQ and the Company to authorize, execute and deliver the Warrants, the Warrant Agreement and the Warrant Assumption Agreement, as applicable, and to perform their respective obligations thereunder, and the due authorization of the Warrants, the Warrant Agreement and the Warrant Assumption Agreement, as applicable, by BWAQ and the Company. We have also assumed that the laws of the Cayman Islands would not impose any requirements or have any consequences relevant to our understanding of the matters addressed in this opinion that would impact our conclusions with respect thereto.

 

With regard to our opinion below:

 

(i) Our opinion is subject to, and may be limited by, (a) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (b) general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered in a proceeding in equity or at law;

 

(ii) Our opinion is subject to the qualification that (a) the enforceability of provisions for indemnification or limitations on liability may be limited by applicable law and by public policy considerations, and (b) the availability of specific performance, an injunction or other equitable remedies is subject to the discretion of the court before which the request is brought;

 

(iii) We express no opinion with respect to any provision of the Warrants that: (a) relates to the subject matter jurisdiction of any federal court of the United States of America or any federal appellate court to adjudicate any controversy related to the Warrants; (b) specifies provisions may be waived in writing, to the extent that an oral agreement or implied agreement by trade practice or course of conduct has been created that modifies such provision; (c) contains a waiver of an inconvenient forum; (d) provides for liquidated damages, default interest, late charges, monetary penalties, prepayment or make-whole payments or other economic remedies; (e) relates to advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitations, trial by jury, service of process or procedural rights; (f) restricts non-written modifications and waivers; (g) provides for the payment of legal and other professional fees where such payment is contrary to law or public policy; (h) relates to exclusivity, election or accumulation of rights or remedies; or (i) provides that provisions of the Warrants are severable to the extent an essential part of the agreed exchange is determined to be invalid and unenforceable; and

 

(iv) We express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law or jurisdiction provided for in the Warrants.

 

Cooley HK 35/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong
t: +852 3758 1200 f: +852 3014 7818 www.cooley.com

 

 

 

 

May 1, 2024
Page Three

 

On the basis of the foregoing, and in reliance thereon, we are of the opinion that, upon the approval and consummation of the Merger and the execution and delivery of the Warrant Assumption Agreement by the parties thereto in accordance with the terms of the Business Combination Agreement, the Warrants will be binding obligations of the Company.

 

This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we undertake no obligation or responsibility to update or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

 

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Prior Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission promulgated thereunder.

 

Sincerely,

 

COOLEY LLP  
   
By: /s/ Will H. Cai  
  Will H. Cai  

 

Cooley HK 35/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong
t: +852 3758 1200 f: +852 3014 7818 www.cooley.com

 

 

 

 

Exhibit 23.1

 

 

 

Independent Registered Public Accounting Firm’s Consent

 

We consent to the incorporation by reference in this Registration Statement of TOYO Co., Ltd on Form F-4 of our report dated September 15, 2023, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of Vietnam Sunergy Cell Company Limited as of December 31, 2022 and for the period from November 8, 2022 (inception) through December 31, 2022 appearing in Amendment No. 2 to Form F-4 of TOYO Co., Ltd (No. 333-277779). We also consent to the reference to our firm under the heading “Experts” in Amendment No. 2 to Form F-4 of TOYO Co., Ltd (No. 333-277779) incorporated by reference in this Registration Statement.

 

/s/ Marcum Asia CPAs llp

 

Marcum Asia CPAs llp

New York, NY

May 1, 2024

 

 

NEW YORK OFFICE ● 7 Penn Plaza ● Suite 830 ● New York, New York ● 10001

Phone 646.442.4845 ● Fax 646.349.5200 ● www.marcumasia.com

Exhibit 23.2

 

 

 

Independent Registered Public Accounting Firm’s Consent

 

We consent to the incorporation by reference in this Registration Statement of TOYO CO., Ltd on Form F-4 of our report dated September 28, 2023, which includes an explanatory paragraph as to Blue World Acquisition Corporation’s ability to continue as a going concern, with respect to our audits of the financial statements of Blue World Acquisition Corporation as of June 30, 2023 and 2022 and for the year ended June 30, 2023 and for the period from July 19, 2023 (Inception) through June 30, 2022 appearing in the Annual Report on Form 10-K of Blue World Acquisition Corporation for the year ended June 30, 2023.

 

/s/ Marcum Asia CPAs llp

 

Marcum Asia CPAs llp

New York, NY

May 1, 2024

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form F-4

 

(Form Type)

 

TOYO Co., Ltd

 

(Exact Name of Registrant as Specified in Its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

   Security
Type		  Security
Class Title		  Fee
Calculation
Rule		   Amount
Registered(1)(2)(8)		   Proposed Maximum
Offering
Price Per
Share		   Maximum
Aggregate Offering
Price		   Fee
Rate		   Amount of
Registration
Fee(2)		 
Fees to be Paid  Equity  Ordinary shares(3)  457(c)    455,246   $11.26(4)  $5,126,069.96(4)   0.00014760   $756.61 
   Equity  Ordinary Shares issuable on exercise of Warrants(5)  457(f)(1)    60,833   $11.50(6)  $699,579.50(6)   0.00014760   $103.26 
   Equity  Warrants(7)  457(g)    60,833    —(7)   —(7)   —    — 
   Total Offering Amounts    —   $5,825,649.46    —   $859.87 
   Total Fees Previously Paid    —    —    —    — 
   Net Fee Due    —    —    —   $859.87 

 

(1)All securities being registered will be issued by TOYO Co., Ltd, a Cayman Islands exempted company (“PubCo”). In connection with the Business Combination described in this registration statement and the enclosed proxy statement/prospectus (the “Business Combination”), pursuant to which, among other things, Blue World Acquisition Corporation, a Cayman Islands exempted company (“BWAQ”), will be merged with and into TOYOone Limited, a Cayman Islands exempted company and a direct wholly owned subsidiary of PubCo (“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 BWAQ 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 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 Business Combination Agreement and in accordance with the provisions of the Companies Act (Revised) of the Cayman Islands and other applicable laws.

 

(2)This registration statement relates to the registration statement on Form F-4, as amended (File No.: 333-277779), declared effective on March 26, 2024 (the “Prior Registration Statement”). In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the proposed maximum aggregate offering price of the securities eligible to be sold under the Registration Statement ($140,138,442.30), or $28,027,688.46 may be registered hereby.

 

(3)Represents (i) the additional number of 320,814 PubCo Ordinary Shares issuable to the BWAQ Insiders in exchange for the BWAQ Class A Ordinary Shares and BWAQ Class B Ordinary Shares, and (ii) the additional number of up to 134,432 PubCo Ordinary Shares issuable to Fuji Solar and the Sponsor or its designees underlying the Working Capital Units and the Extended Loan Units. Upon the consummation of the Business Combination, all BWAQ Units will be separated into their component securities, which will be exchanged for equivalent securities of PubCo as described in the proxy statement/prospectus included herein.

 

(4)Based on the average of the high ($11.27) and low ($11.25) price of BWAQ Class A Shares on the Nasdaq Global Market on April 26, 2024, which is within five business days prior to the date of this MEF Form F-4.

 

(5)Represents PubCo Ordinary Shares underlying PubCo Warrants.

 

(6)Based on the exercise price of BWAQ Warrants ($11.50).

 

(7)Represents PubCo Warrants, each whole warrant entitling the holder to purchase one PubCo Ordinary Share, to be issued in exchange for BWAQ Warrants. Pursuant to Rule 457(g) of the Securities Act, no separate fee is recorded for the warrants and the entire fee is allocated to the underlying ordinary shares.

 

(8)Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share subdivisions, share dividends or similar transactions.