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

Registration Nos. 333-277779 and 333-279028

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

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POST-EFFECTIVE

AMENDMENT NO. 1
TO
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

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

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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)

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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)

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Copies to:

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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. ☐

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. ☐

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†          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 registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to Form F-4 (this “Post-Effective Amendment”) is being filed to update the Registration Statement on Form F-4 (Registration No. 333-277779) (as amended, the “Prior Registration Statement”), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 26, 2024, and the Registration Statement on Form F-4 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”) (Registration No. 333-279028) (the “Additional Registration Statement” and, together with the Prior Registration Statement, the “Original Registration Statements”), which became effective immediately upon filing. Pursuant to Rule 429 under the Securities Act, the prospectuses contained in the Original Registration Statements have been combined into the prospectus contained in this Post-Effective Amendment. Accordingly, this Post-Effective Amendment amends both of the Original Registration Statements.

As a result of the consummation of the Pre-Merger Reorganization (as described in the Original Registration Statements), Vietnam Sunergy Cell Company Limited, a Vietnamese company (“TOYO Solar”) has become a wholly-owned subsidiary of the Registrant. Therefore, while the Original Registration Statements presented the financial data of TOYO Solar as of December 31, 2022 and June 30, 2023, and for the period from inception to December 31, 2022 and the six months ended June 30, 2023, the Post-Effective Amendment updates such disclosure to present the financial data of the Registrant as of December 31, 2022 and 2023, and for the period from inception of TOYO Solar to December 31, 2022 and the year ended December 31, 2023.

No additional securities are being registered under this Amendment. All applicable registration fees were paid at the time of the filing of the Original Registration Statements on March 8, 2024 and May 1, 2024, respectively.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED MAY 1, 2024

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

BLUE WORLD ACQUISITION CORPORATION
AND
PROSPECTUS FOR UP TO 7,923,658 ORDINARY SHARES, 5,005,672 WARRANTS AND 5,005,672 ORDINARY SHARES ISSUABLE UPON EXERCISE OF WARRANTS
OF
TOYO CO., LTD

On August 10, 2023, Blue World Acquisition Corporation, a Cayman Islands exempted company (“BWAQ”) entered into the Agreement and Plan of Merger (as the same may be amended, restated or supplemented, the “Business Combination 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 Co., Ltd, a Japanese company (“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”).

Pursuant to the Business Combination 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 $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) immediately prior to the closing of the SinCo Acquisition, WAG, Belta and BestToYo (collectively, the “Sellers”) shall hold an aggregate of 41,000,000 ordinary shares of PubCo, par value $0.0001 per share (such ordinary shares, “PubCo Ordinary Shares”), representing all issued and outstanding share capital of PubCo, and (b) following the consummation of the Pre-Merger Reorganization, BWAQ 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 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 (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 Business Combination 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 Business Combination Agreement or any of the other relevant Transaction Documents (as defined in the Business Combination Agreement) are collectively referred to as “Transactions.”

The board of directors (the “BWAQ Board”) of BWAQ has unanimously approved (i) the Business Combination Agreement, (ii) each Transaction Document, and (iii) the Transactions.

Consummation of the Transactions (the “Merger Closing”) is subject to the satisfaction or waiver by the respective parties of a number of conditions, including, among other things: (i) the approval of the Business Combination Agreement and the Transactions by BWAQ Shareholders, (ii) the Business Combination Agreement and the Transactions having been approved by the shareholders of PubCo, (iii) this proxy/registration statement having become effective, (iv) PubCo’s application as a foreign private issuer, PubCo’s listing applications and listing applicable of PubCo’s securities to be issued in connection with the Transactions having been approved by Nasdaq, subject only to official notice of issuance thereof, (v) all relevant regulatory approvals necessary to consummate the Transactions having been obtained, (vi) no order, judgment, injunction, decree, writ, stipulation, determination or award having been enacted or promulgated enjoining or prohibiting the consummation of the Transactions, (vii) completion of the Pre-Merger Reorganization, (viii) no Group Company Material Adverse Effect (as defined in the Business Combination

Agreement), (ix) PubCo having net tangible assets of no less than $5,000,001 upon the Merger Closing, (x) adoption of an equity incentive plan by PubCo, and (xi) full execution and delivery of the relevant documents related to the Business Combination Agreement and the Transactions. Other conditions to BWAQ’s obligations include, among other things, delivery of the Audited Financial Statements (as defined in the Business Combination Agreement) by the Group Companies to BWAQ. Other conditions to the Group Companies’ and the Shareholders’ obligations include, among other things, (i) having Available Closing Cash (as defined in the Business Combination Agreement) of at least $29,500,000 immediately prior to or upon the Merger Closing, and (ii) consummation of the conversions pursuant to the Underwriter’s Consent and the Working Capital Loans Conversion Consent (each as defined in the Business Combination Agreement). The Pre-Merger Reorganization has been completed as of the date of this proxy statement/prospectus. PubCo has applied for listing, to be effective upon the Merger Closing, of PubCo Ordinary Shares and PubCo Warrants on the Nasdaq Capital Market under the symbols “TOYO” and “TOYOW,” respectively.

For details on the transactions involved in the Transactions, see “Questions and Answers about the Proposals — What is expected to happen in the Transactions?”

Shareholders of BWAQ (“BWAQ Shareholders”) are being asked to consider a vote upon the Business Combination Proposal and the Merger Proposal as described in this proxy statement/prospectus. As a result of, and upon consummation of the Transactions, BWAQ will merge with and into Merger Sub, with Merger Sub continuing as the surviving company, and PubCo shall become a new public company owned by the non-redeeming prior holders of BWAQ ordinary shares (“BWAQ Ordinary Shares”), the prior holders of BWAQ’s warrants who exercise such warrants, the prior holders of BWAQ’s rights, the Sellers, and certain third-party investors of financing, if any, in connection with the Transactions.

In connection with the execution of the Business Combination Agreement, Blue World Holdings Limited, a Hong Kong private company limited by shares and the sponsor of BWAQ (the “Sponsor”), which holds approximately 40.7% of the issued and outstanding BWAQ Ordinary Shares as of April 24, 2024, the record date of the Extraordinary General Meeting, calculated on an as-converted basis, entered into a sponsor support agreement (the “Sponsor Support Agreement”) with BWAQ and PubCo, pursuant to which the Sponsor has agreed to vote all the subject shares as provided in the Sponsor Support Agreement (such shares, the “Sponsor Subject Shares”) in favor of each of the shareholder proposals in connection with the Transactions. The Sponsor has further agreed that, except as set forth in the Sponsor Support Agreement, the Sponsor will not transfer the Sponsor Subject Shares from the date of the Sponsor Support Agreement until the earlier of the date of termination of the Sponsor Support Agreement or the date on which the Merger Closing actually occurs (the “Merger Closing Date”). The Sponsor has also agreed on other matters to provide support for the Transactions. See “The Business Combination Agreement and Other Transaction Documents — Related Agreements and Documents” for further information.

On the Merger Closing Date, assuming: (i) no additional Transaction Financing (as defined in the accompanying proxy statement/prospectus) has been obtained in connection with the Transactions, other than the issuance of 600,000 PubCo Ordinary Shares to NOTAM Co., Ltd. upon the conversion of 600,000 BWAQ Ordinary Shares for $6 million in cash immediately prior to the consummation of the Transactions, (ii) the full conversions of the BWAQ Rights issued and outstanding upon the consummation of the Transactions, (iii) the issuance of 70,000 PubCo Ordinary Shares to three independent directors of BWAQ, (iv) the transfer of 100,000 Founder Shares by the Sponsor to Fuji Solar, (v) the cancellation of an aggregate of 1,380,000 Founder Shares by the Sponsor pursuant to the Sponsor Support Agreement, (vi) no additional forfeiture or issuance of BWAQ Ordinary Shares held by the Sponsor pursuant to the Sponsor Support Agreement, (vii) the issuance of the Deferred Underwriting Shares (as defined in the accompanying proxy statement/prospectus) to Maxim, and (viii) no additional issuance of BWAQ Ordinary Shares or PubCo Ordinary Shares prior to or upon Merger Closing, the Sellers are expected to collectively hold between approximately 85.3% and 92.5% of the issued and outstanding PubCo Ordinary Shares and the voting power in PubCo immediately following the Merger Closing, depending on the levels of redemptions from the trust account of BWAQ (the “Trust Account”). These percentages assume, at the low end of the range, a “minimum redemptions” scenario, whereby no additional redemptions from the Trust Account occur prior to the Merger Closing, and, at the high end of the range, a “maximum redemptions” scenario, whereby all the shareholders of BWAQ Class A Ordinary Shares issued and outstanding redeem their shares prior to the Merger Closing. Subject to the same assumptions set forth in the first sentence of this paragraph, BWAQ’s public shareholders are expected to hold between 7.7% and 2.1% of the issued and outstanding PubCo Ordinary Shares and voting power in PubCo, respectively.

These percentages assume, at the high end of the range, a “minimum redemptions” scenario, and, at the low end of that range, a “maximum redemptions” scenario. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information regarding these scenarios.

The unaudited pro forma combined financial information also reflects certain risks and uncertainties related to potential redemption into cash of Class A ordinary shares of BWAQ (“BWAQ Class A Ordinary Shares”) in both the “minimum redemptions” and “maximum redemptions” scenarios. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information regarding what constitutes a “maximum redemptions” scenario.

PubCo is, and will be after the consummation of the Transactions, considered a “foreign private issuer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, PubCo is not required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission (the “SEC”) as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act, although it may elect to file certain periodic reports and financial statements with the SEC on a voluntary basis on the forms used by U.S. domestic issuers. PubCo is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, PubCo’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of PubCo’s securities. Accordingly, after the Transactions, if you continue to hold PubCo’s securities, you may receive less or different information about PubCo than you currently receive about BWAQ or that you would receive about a U.S. domestic public company.

In addition, as a “foreign private issuer,” PubCo is permitted to follow certain home country corporate governance practices in lieu of certain Nasdaq requirements. A foreign private issuer must disclose in its annual reports filed with the SEC each Nasdaq requirement with which it does not comply followed by a description of its applicable home country practice. PubCo currently intends to follow some, but not all, of the corporate governance requirements of Nasdaq. With respect to the corporate governance requirements of PubCo that it does follow, PubCo cannot give assurances that it will continue to follow such corporate governance requirements in the future, and may therefore in the future, rely on available Nasdaq exemptions that would allow PubCo to follow its home country practice. Unlike the requirements of Nasdaq, PubCo is not required, under the corporate governance practice and requirements in the Cayman Islands, to have its board consist of a majority of independent directors, nor is PubCo required to have a compensation committee, a nominating or a corporate governance committee consisting entirely of independent directors, or to have regularly scheduled executive sessions with only independent directors each year. Such Cayman Islands home country practices may afford less protection to holders of Ordinary Shares. For additional information regarding the home country practices PubCo intends to follow in lieu of Nasdaq requirements, see “Management of PubCo Following the Transactions — Foreign Private Issuer Status.”

PubCo would lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of PubCo’s outstanding voting securities becomes directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of PubCo’s directors or executive officers are U.S. citizens or residents, (ii) more than 50% of PubCo’s assets are located in the United States, or (iii) PubCo’s business is administered principally in the United States. If PubCo loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, PubCo would likely incur substantial costs in fulfilling these additional regulatory requirements and members of PubCo’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled. PubCo also expects that if it were required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for PubCo to obtain director and officer liability insurance, and it may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for PubCo to attract and retain qualified members of its board of directors.

Upon the closing of the Transactions, WWB Corporation and Mr. Junsei Ryu, the chief executive officer and chairman of the board of directors of PubCo, will, assuming a no redemption scenario, control approximately 65.4% of the voting power of PubCo’s outstanding ordinary shares (or 70.9% assuming a maximum redemption scenario), without taking into account of potential source of dilution. As a result, PubCo will be a “controlled company” within the meaning of applicable Nasdaq listing rules. See “Management of PubCo Following the Transactions — Controlled Company Status” for further information.

The Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1, Annex A-2, Annex A-3 and Annex A-4.

Proposal to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus shall be presented at the Extraordinary General Meeting of shareholders of BWAQ scheduled to be held on [__], 2024.

This proxy statement/prospectus provides you with detailed information about the Transactions and other matters to be considered at the Extraordinary General Meeting of BWAQ Shareholders. We encourage you to carefully read this entire document. You should, in particular, carefully consider the risk factors described in “Risk Factors” beginning on page 51 of this proxy statement/prospectus.

The board of directors of BWAQ has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that the BWAQ Shareholders vote FOR all of the proposals presented to the shareholders. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that certain of BWAQ’s directors and officers have interests in the Transactions. See “Proposal No. 1 — The Business Combination Proposal — Interests of BWAQ’s Directors and Officers in the Transactions.”

This proxy statement/prospectus is dated [__], 2024 and is first being mailed to BWAQ Shareholders on or about [__], 2024.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE TRANSACTIONS PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning BWAQ, without charge, by written request to Advantage Proxy, Inc., our proxy solicitor, at P.O. Box 13581, Des Moines, WA 98198, or banks and brokers can call collect at (206) 870-8565, or email at ksmith@advantageproxy.com, or from the SEC through the SEC website at http://www.sec.gov.

In order for holders of BWAQ Ordinary Shares to receive timely delivery of the documents in advance of the Extraordinary General Meeting of BWAQ Shareholders to be held on [__] you must request the information no later than five business days prior to the date of the Extraordinary General Meeting, by [__].

Blue World Acquisition Corporation
244 Fifth Avenue, Suite B-88
New York, NY 10001

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON [__], 2024

Dear Blue World Acquisition Corporation Shareholders:

On behalf of the board of directors of Blue World Acquisition Corporation, a Cayman Islands exempted company (“BWAQ,” “we,” “our” or “us”), we are pleased to enclose the proxy statement/prospectus relating to the proposed business combination pursuant to the Agreement and Plan of Merger (as the same may be amended, restated or supplemented, the “Business Combination 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, (the “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 Co., Ltd, a Japanese company (“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”).

You are cordially invited to attend an extraordinary general meeting (the “Extraordinary General Meeting”) of BWAQ, which will be held on [__], at 9:00 a.m., Eastern Time, at the offices of Robinson & Cole LLP located at 666 Third Avenue, 20th Floor, New York, NY 10017, and virtually via teleconference using the dial-in information: +1 813-308-9980 (Access Code: 173547), or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.

The Extraordinary General Meeting shall be held for the following purpose:

1.      Proposal No. 1 –– The Business Combination Proposal –– to consider and approve by way of an ordinary resolution a proposal to (a) adopt and approve the Business Combination Agreement and other Transaction Documents (as defined in the Business Combination Agreement), and (b) approve the Transactions (as defined below) (such proposal, the “Business Combination Proposal”). The Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1, Annex A-2, Annex A-3 and Annex A-4.

Pursuant to the Business Combination 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 $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) immediately prior to the closing of the SinCo Acquisition, WAG, Belta and BestToYo (collectively, the “Sellers”) shall hold an aggregate of 41,000,000 ordinary shares of PubCo, par value $0.0001 per share (such ordinary shares, “PubCo Ordinary Shares”), representing all issued and outstanding share capital of PubCo; and

b.      following the consummation of the Pre-Merger Reorganization, BWAQ 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 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 (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 Business Combination Agreement and in accordance with the provisions of the Companies Act (Revised) of the Cayman Islands (“Cayman Companies Act”) and other applicable laws.

The Merger, the Pre-Merger Reorganization and each of the other transactions contemplated by the Business Combination Agreement or any of the other relevant transactional documents are collectively referred to as “Transactions.”

2.      Proposal No. 2 –– The Merger Proposal –– to approve by way of a special resolution a proposal to authorize the Plan of Merger and to authorize the Merger of BWAQ with and into Merger Sub in accordance with the Plan of Merger with Merger Sub being the surviving company following the Merger (such proposal, the “Merger Proposal”). The Plan of Merger is attached to this proxy statement/prospectus as Annex B.

3.      Proposal No. 3 –– The Adjournment Proposal –– to approve by way of an ordinary resolution to adjourn the Extraordinary General Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Extraordinary General Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposal (such proposal, the “Adjournment Proposal”).

Under the Business Combination Agreement, the approval of the Business Combination Proposal and the Merger Proposal by the requisite vote of BWAQ Shareholders is a condition to the consummation of the Transactions. Each of the Business Combination Proposal and the Merger Proposal is cross-conditioned on the approval of each other. If any one of these proposals is not approved by the BWAQ Shareholders, the Transactions shall not be consummated. The Adjournment Proposal is not conditioned upon the approval of any other Proposal set forth in this proxy statement/prospectus.

The Adjournment Proposal, if adopted, shall allow the Chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary. In no event shall BWAQ solicit proxies to adjourn the Extraordinary General Meeting or consummate the Transactions and related transactions beyond the date by which it may properly do so under BWAQ’s fourth amended and restated memorandum and articles of association (the “BWAQ Charter”) and Cayman Companies Act. The purpose of the Adjournment Proposal is to provide more time to meet the requirements that are necessary to consummate the Transactions and related transactions. The Adjournment Proposal is not conditioned upon the approval of the Business Combination Proposal or the Merger Proposal set forth in the accompanying proxy statement/prospectus.

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each BWAQ Shareholder is encouraged to read carefully and in its entirety.

As further described in the accompanying proxy statement/prospectus, the following transactions have been completed: (A) PubCo completed the Share Exchange by 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, and (B) SinCo completed the SinCo Acquisition by 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 $50,000,000, as a result of which (i) SinCo has become a wholly-owned subsidiary of PubCo, (ii) TOYO Solar has become a wholly-owned subsidiary of SinCo; and (iii) immediately prior to the closing of the SinCo Acquisition, the Sellers became the only shareholders of PubCo and held an aggregate of 41,000,000 PubCo Ordinary Shares, representing all issued and outstanding share capital of PubCo.

Following the consummation of the Pre-Merger Reorganization, subject to the terms and conditions of the Business Combination Agreement, BWAQ shall merge with and into Merger Sub, with Merger Sub continuing as the surviving company, as a result of which, among other things, all of the issued and outstanding securities of BWAQ immediately prior to 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 Business Combination Agreement and in accordance with the provisions of the Cayman Companies Act and other applicable laws. Specifically, (A) each unit of BWAQ (the “BWAQ Unit”) outstanding immediately prior to the Merger Effective Time shall be automatically

detached and the holder thereof shall be deemed to hold one (1) Class A ordinary share of BWAQ (“BWAQ Class A Ordinary Shares”), one-half (1/2) of one BWAQ warrant (“BWAQ Warrant”), and one (1) BWAQ right (“BWAQ Right”) in accordance with the terms of the applicable BWAQ Unit, (B) each BWAQ ordinary share (“BWAQ Ordinary Shares”) issued and outstanding immediately prior to the Merger Effective Time shall automatically be converted into the right to receive one (1) PubCo Ordinary Share, following which all such BWAQ Ordinary Shares shall cease to be outstanding and shall automatically be canceled and shall cease to exist, (C) each BWAQ Warrant outstanding immediately prior to the Merger Effective Time shall be automatically converted into one (1) PubCo warrant exercisable for PubCo Ordinary Shares in accordance with its terms, and (D) each BWAQ Right issued and outstanding immediately prior to the Merger Effective Time, shall be automatically converted into the right to receive one-tenth (1/10) of one PubCo Ordinary Share, following which all BWAQ Rights shall cease to be outstanding and shall automatically be canceled and shall cease to exist.

In connection with the Transactions, certain related agreements will be entered into prior to the Merger Closing, including Sponsor Lock-up Agreement, Registration Rights Agreement, Warrant Assumption Agreement and transaction documents in connection with the Transaction Financing (each as defined in the accompanying proxy statement/prospectus). See “The Business Combination Agreement and Other Transaction Documents — Related Agreements and Documents” in the accompanying proxy statement/prospectus for more information.

Pursuant to the BWAQ Charter, a holder (a “BWAQ Public Shareholder”) of BWAQ Class A Ordinary Shares sold in BWAQ’s initial public offering (the “BWAQ IPO”) consummated on February 2, 2022 (including the full exercise of over-allotment option) (such shares, “BWAQ Public Shares”) may request that BWAQ redeem all or a portion of such BWAQ Public Shares for cash in connection with the completion of the Transactions. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental Stock Transfer & Trust Company, LLC (“Continental”) in order to validly redeem its shares. BWAQ Public Shareholders may elect to redeem their BWAQ Public Shares no matter if they vote “for” or “against,” or abstain from voting on the Business Combination Proposal or the Merger Proposal. If the Transactions are not consummated, the public shares will be returned to the respective holder, broker or bank. If the Transactions are consummated, and if a BWAQ Public Shareholder properly exercises its right to redeem all or a portion of the BWAQ Public Shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, BWAQ will redeem such BWAQ Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the amount on deposit in the trust account as of two business days prior to the consummation of the Transactions, including interest earned on the funds held in the trust account and not previously released to BWAQ to pay its taxes (less up to $50,000 of interest to pay dissolution expenses). For illustrative purposes, as of April 24, 2024, the Record Date of the Extraordinary General Meeting, the redemption price was approximately $11.26 per share less any owed but unpaid taxes on the funds in the trust account. If a BWAQ Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “Extraordinary General Meeting of BWAQ Shareholders — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your BWAQ Public Shares for cash.

Notwithstanding the foregoing, a BWAQ Public Shareholder, together with any affiliate of such BWAQ Public Shareholder or any other person with whom such BWAQ Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a BWAQ Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of BWAQ Public Shares, then any such shares in excess of that 15% limit would not be redeemed.

Blue World Holdings Limited, a Hong Kong private company limited by shares and the sponsor of BWAQ (the “Sponsor”), BWAQ’s officers and directors (together with the Sponsor, the “BWAQ Insiders”) and Maxim Group LLC, the representative of several underwriters of the BWAQ IPO (“Maxim”) with respect to the Private Shares held by Maxim (together with the BWAQ Insiders, the “BWAQ Initial Shareholders”) have agreed to, among other things, vote all of their BWAQ Ordinary Shares, as applicable in favor of the proposals being presented at the Extraordinary General Meeting and waive their redemption rights with respect to the BWAQ Ordinary Shares in connection with the consummation of the Transactions. As of the date of this proxy statement/prospectus, the BWAQ Initial Shareholders own approximately 41.9% of the issued and outstanding BWAQ Ordinary Shares (excluding 40,000 BWAQ Class A Ordinary Shares held by Maxim and/or its designees issued by BWAQ as representative compensation (the “Representative Shares”), which are not subject to any voting arrangement). Pursuant to the Business Combination

Agreement, Fuji Solar has agreed to support the consummation of the Transactions, and we reasonably believe that Fuji Solar will vote 400,000 Founder Shares it holds, representing approximately 7.2% the issued and outstanding BWAQ Ordinary Shares, in favor of the proposals being presented at the Extraordinary General Meeting and not to redeem such Founder Shares in connection with the consummation of the Transactions.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such closing condition. In addition, in no event will BWAQ redeem BWAQ Public Shares in an amount that would cause BWAQ’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement.

BWAQ is providing the accompanying proxy statement/prospectus and accompanying proxy card to BWAQ Shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Transactions and other related business to be considered by BWAQ Shareholders at the Extraordinary General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all of BWAQ Shareholders should read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 51 of the accompanying proxy statement/prospectus.

After careful consideration, upon the recommendations of the Special Committee, BWAQ’s board of directors has unanimously approved the Transactions and determined that the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal are advisable and fair to and in the best interest of BWAQ and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal and “FOR” the Adjournment Proposal, if presented. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that our directors and our officers have interests in the Transactions that may conflict with your interests as a shareholder. See “Proposal No. 1 — The Business Combination Proposal — Interests of BWAQ’s Directors and Officers in the Transactions” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of the Business Combination Proposal requires the affirmative vote of at least a simple majority of the votes cast by the holders of the issued and outstanding BWAQ Ordinary Shares, voting as a single class, who are present in person (including virtual presence) or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting. The approval of Merger Proposal requires the affirmative vote of at least two-thirds of the votes cast by the holders of the issued and outstanding BWAQ Ordinary Shares, voting as a single class, who are present in person (including virtual presence) or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting. Each of the Business Combination Proposal and the Merger Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The approval of the Adjournment Proposal, if presented, will require the consent of the meeting, which means a simple majority of the votes which are cast by those shareholders of BWAQ who are present, in person or by proxy, and vote thereupon at the Extraordinary General Meeting.

If the Business Combination Proposal is not approved, the Merger Proposal will not be presented to BWAQ Shareholders for a vote.

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Extraordinary General Meeting, please sign, date, vote and return the enclosed proxy card as soon as possible in the envelope provided to make sure that your shares are represented at the Extraordinary General Meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly counted. The Transactions will be consummated only if the Business Combination Proposal and the Merger Proposal are approved at the Extraordinary General Meeting. Each of the Business Combination Proposal and the Merger Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person or virtually, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR BWAQ ORDINARY SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS BEFORE THE SCHEDULED DATE OF THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE TRANSACTIONS ARE NOT COMPLETED, THEN THESE SHARES SHALL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER, BANK OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF BWAQ SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

On behalf of BWAQ’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Transactions.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [__], 2024, and is first being mailed to shareholders on or about [__], 2024.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by PubCo, constitutes a prospectus of PubCo under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”) with respect to the PubCo Ordinary Shares to be issued to BWAQ Shareholders and the PubCo Ordinary Shares to be issued to certain TOYO Solar Shareholders, if the Transactions described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Extraordinary General Meeting of BWAQ Shareholders at which BWAQ Shareholders shall be asked to consider and vote upon proposals to approve the Business Combination Proposal and the Merger Proposal (each as defined herein) and to adjourn the meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt the Business Combination Proposal or the Merger Proposal.

References to “U.S. Dollars” and “$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. Certain monetary amounts, percentages and other figures included in this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. In particular, in certain cases, percentage changes are based on a comparison of the actual values recorded in the relevant financial statements and not rounded values shown in this proxy statement/prospectus.

INDUSTRY AND MARKET DATA

The industry and market position information that appears in this proxy statement/prospectus is from independent market research carried out by China Insights Industry Consultancy Limited (“CIC”), which was commissioned by TOYO Solar, which has become the operating subsidiary of PubCo as of the date of this proxy statement/prospectus as a result of the consummation of the Pre-Merger Reorganization. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates.

Such information is supplemented where necessary with TOYO Solar and/or PubCo’s own internal estimates and information obtained taking into account publicly available information about other industry participants and TOYO Solar and/or PubCo’s management’s judgment where information is not publicly available. This information appears in “Summary of the Proxy Statement/Prospectus,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PubCo,” “Information Related to PubCo” and other sections of this proxy statement/prospectus.

Industry reports, publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. In some cases, we do not expressly refer to the sources from which this data is derived. While we have compiled, extracted, and reproduced industry data from these sources, we have not independently verified the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors,” “Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PubCo.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

Certain monetary amounts, percentages and other figures included in this proxy statement/prospectus have been subject to rounding adjustments. Certain other amounts that appear in this proxy statement/prospectus may not sum due to rounding.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the term “TOYO Solar” refers to Vietnam Sunergy Cell Company Limited, a Vietnamese company, the term “BWAQ” refers to Blue World Acquisition Corporation, a Cayman Islands exempted company, and “PubCo” refers to TOYO Co., Ltd, a newly incorporated exempted company with limited liability incorporated under the laws of the Cayman Islands.

In addition, in this document:

“Aggregate Financing Amount” means the aggregate amount of the Transaction Financings that are not Company-initiated Transaction Financings (as defined in the Sponsor Support Agreement).

“Adjournment Proposal” means the proposal to adjourn the Extraordinary General Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies.

“Automatic Release” means the earlier of the following events after the Merger Closing: (i) the date on which the closing price of each PubCo Ordinary Share as reported by Bloomberg or, if not available on Bloomberg, as reported by Morningstar equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Merger Closing Date, or (ii) the date there is a Change of Control (as defined in the Shareholder Lock-Up and Support Agreement)

“Administrative Services Agreement” means the administrative services agreement dated as of January 31, 2022 by and between BWAQ and the Sponsor.

“Amended PubCo Charter” means that certain amended and restated memorandum and articles of association of PubCo to be in effect following the Transactions.

“Belta” means Belta Technology Company Limited, a Cayman Islands exempted company.

“BestToYo” means BestToYo Technology Company Limited, a Cayman Islands exempted company.

“Business Combination Agreement” means that certain Agreement and the Plan of Merger dated August 10, 2023 (as the same may be amended, restated or supplemented) by and among TOYO Solar, BWAQ, PubCo, Merger Sub, SinCo, VSUN, Fuji Solar, WAG, Belta and BestToYo.

“Business Combination Proposal” means proposal to (a) adopt and approve the Business Combination Agreement and other Transaction Documents, and (b) approve the Transactions.

“BWAQ Board” means the board of directors of BWAQ.

“BWAQ Charter” means the current amended and restated memorandum and articles of association of BWAQ.

“BWAQ Class A Ordinary Shares” means Class A ordinary shares, $0.0001 par value per share, of BWAQ.

“BWAQ Class B Ordinary Shares” means Class B ordinary shares, $0.0001 par value per share, of BWAQ.

“BWAQ Insiders” means the Sponsor, officers and directors of BWAQ.

“BWAQ Initial Shareholders” means the BWAQ Insiders and Maxim with respect to the holding of the Private Shares, and/or its designees.

“BWAQ Ordinary Shares” means BWAQ Class A Ordinary Shares and BWAQ Class B Ordinary Shares.

“BWAQ Public Shares” means the BWAQ Class A Ordinary Shares included in the units issued in the BWAQ IPO.

“BWAQ Public Shareholders” means the public shareholders of BWAQ holding the BWAQ Class A Ordinary Shares included in the BWAQ Units issued in the BWAQ IPO.

“Benchmark Price” means $10.00 per PubCo Ordinary Shares in a PIPE Financing, subject to certain adjustments set forth in the Sponsor Support Agreement.

“BWAQ Rights” means the rights included in the units issued in the BWAQ IPO, each entitling its holder to receive one-tenth (1/10) of one BWAQ Class A Ordinary Share at the closing of a business combination.

“BWAQ Shareholders” means the shareholders of BWAQ Ordinary Shares.

“BWAQ Transaction Expenses” means, without duplication, any out-of-pocket fees and expenses actually payable by BWAQ, the Sponsor or its affiliates as a result of or in connection with BWAQ’s negotiation, documentation and consummation of the Transactions, including (a) cash repayment of any Working Capital Loans, if any, (b) costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, including consultants and public relations firms, (c) all expenses BWAQ is responsible for as set forth in Section 10.2(a)(iv) of the Business Combination Agreement, (d) any and all filing fees to the Governmental Authorities (as defined in the Business Combination Agreement) in connection with the Transactions, and (e) amounts due to Sponsor for general and administrative services for the period from February 1, 2023, until the Merger Closing pursuant to the Administrative Services Agreement. For the avoidance of doubt, BWAQ Transaction Expenses shall exclude cash repayment of the underwriters of BWAQ IPO with respect to Deferred Underwriting Fee, if any.

“BWAQ Warrant” means redeemable warrants included in the units issued in the BWAQ IPO, each whole warrant entitling its holder to purchase one (1) BWAQ Class A Ordinary Share at a purchase price of $11.50 per share, subject to certain adjustments.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

“Continental” means Continental Stock Transfer & Trust Company.

“Cayman Companies Act” means Companies Act (Revised) of the Cayman Islands.

“DTC” means The Depository Trust Company.

“Deferred Underwriting Fee” means an aggregate of $3,220,000 payable to Maxim upon the consummation of the Transactions pursuant to an underwriting agreement of dated as of January 31, 2022, by and between BWAQ and Maxim in connection with the BWAQ IPO.

“Deferred Underwriting Shares” means an aggregate of 322,000 PubCo Ordinary Shares to be issued to Maxim upon the conversion of the Deferred Underwriting Fee at $10.00 per share pursuant to the Underwriter’s Consent.

“Extension” means the extensions of BWAQ’s timeline to complete a business combination pursuant to the BWAQ Charter.

“Extraordinary General Meeting” means the extraordinary general meeting of BWAQ Shareholders in connection with the Transactions.

“Extension Payments” means the funds deposited into the Trust Account in connection with BWAQ’s Extension of pursuant to the BWAQ Charter.

“Extension Notes” means the Sponsor Extension Notes and the Fuji Extension Notes, collectively, in the total amount of $1,908,648 as of the date of this proxy statement/prospectus.

“Earnout Shares” means an aggregate of 13,000,000 PubCo Ordinary Shares that the Sellers collectively shall deposit into the Earnout Escrow Account at or prior to the Merger Closing pursuant to the Business Combination Agreement, consisting of 8,060,000 PubCo Ordinary Shares to be deposited by WAG, 3,185,000 PubCo Ordinary Shares to be deposited by Belta and 1,755,000 PubCo Ordinary Shares to be deposited by BestToYo, respectively.

“Earnout Escrow Account” means a segregated escrow account for the deposit of the Earnout Shares.

“Existing Warrant Agreement” means the Warrant Agreement, dated as of January 31, 2022, by and between BWAQ and the Warrant Agent in connection with the BWAQ Warrants.

“Fuji Expenses Notes” means the unsecured promissory notes issued by BWAQ to Fuji Solar in connection with its payment for its portion of the Valuation Firm Expenses and Proxy Solicitor Expenses.

“Fuji Extension Notes” means the unsecured promissory notes issued by BWAQ to Fuji Solar in the total amount of $210,000 as of the date of this proxy statement/prospectus, issued on December 4, 2023, December 26, 2023, February 6, 2024 and April 1, 2024 for the Extension Payments.

“Fuji Solar” means Fuji Solar Co., Ltd, a Japanese company, and a majority-owned subsidiary of WWB.

“Founder Shares” means an aggregate of 2,300,000 BWAQ Class B Ordinary Shares issued by BWAQ to the Sponsor and officers and directors prior to the completion of the BWAQ IPO (including BWAQ Class A Ordinary Shares issuable upon the conversion of such BWAQ Class B Ordinary Shares).

“Fairness Opinion” means the fairness opinion rendered by Primary Capital, dated as of August 7, 2023, in connection with the Transactions.

“Group Companies” means TOYO Solar, PubCo, Merger Sub and SinCo, collectively.

“Group Company Transaction Expenses” means without duplication, (a) any out-of-pocket fees and expenses paid or payable by the Group Companies or any of their affiliates as a result of or in connection with the negotiation, documentation and consummation of the Transactions, including without limitation (i) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, including consultants and public relations firms, all expenses that the Group Companies are responsible for as set forth in Section 10.2(a)(iv) of the Business Combination Agreement and the cost of the “tail” policy contemplated by Section 10.12, (ii) of the Business Combination Agreement any and all filing fees of the Governmental Authorities in connection with the Transactions (including without limitation, the Pre-Merger Reorganization), (iii) all fees, costs, expenses and disbursements incurred in connection with the establishment of PubCo, Merger Sub and SinCo and other related organization and maintenance expenses arising with respect to PubCo, Merger Sub and SinCo, (b) any stamp duty payable by the Shareholders or the Group Companies in connection with the Transactions, and (c) all Transfer Taxes (as defined in the Business Combination Agreement) payable by the Shareholders or the Group Companies in connection with the Transactions.

“IRS” means the U.S. Internal Revenue Service.

“JOBS Act” means the Jumpstart our Business Startups Act of 2012.

“June 2023 Meeting” means the extraordinary general meeting of the shareholders of BWAQ held on June 30, 2023.

“Maxim” means Maxim Group LLC, the representative of several underwriters of the BWAQ IPO.

“Merger” means the merger of BWAQ with and into Merger Sub, with Merger Sub continuing as the surviving company pursuant to the Business Combination Agreement.

“Merger Closing Date” means the date on which the Merger Closing actually occurs.

“Merger Effective Time” means the time of filing of 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.

“Merger Sub” means TOYOone Limited, a Cayman Islands exempted company.

“May 2023 Meeting” means the extraordinary general meeting of the shareholders of BWAQ held on May 2, 2023.

“Nasdaq” means The Nasdaq Stock Market.

“PubCo” means TOYO Co., Ltd, a Cayman Islands exempted company.

“Primary Capital” means Primary Capital LLC.

“PubCo ESOP” means the equity incentive plan to be adopted by PubCo prior to the Merger Closing.

“PIPE Financing” means equity financings of PubCo through the private sale to investors of PubCo Ordinary Shares.

“Private Financing” means any equity financing of Group Companies through (x) the private sale to investors of equity securities of any Group Company to be consummated prior to the Merger Closing, or (y) the private sale to investors of securities of BWAQ to be consummated prior to the Merger Closing, the gross proceeds of which shall be deposited in a segregated escrow account and be irrevocably and unconditionally released to PubCo at the Merger Closing (or another time mutually agreed by PubCo and the investors), in each case on terms mutually agreed to by the Group Companies, the Shareholders and BWAQ.

“PIPE Investor” means NOTAM Co., Ltd., a Japanese corporation.

“PIPE Shares” means a total of 600,000 BWAQ Class A Ordinary Shares to be issued to the PIPE Investor immediately prior to the Merger Closing, at a purchase price of $10.00 per share, for an aggregate purchase price of $6,000,000.

“Plan of Merger” means the plan of merger with respect to the Merger as set forth in Annex C.

“PubCo Ordinary Shares” means the ordinary shares of PubCo, par value $0.0001 per share.

“Private Rights” means the rights included in the Private Units, each entitling its holder to receive one-tenth (1/10) of one BWAQ Class A Ordinary Share upon the completion of an initial business combination.

“Private Units” means the private units, each consisting of one BWAQ Class A Ordinary Share, one half (1/2) of one Private Warrants and on Private Right issued in a private placement concurrently with the BWAQ IPO.

“Private Shares” means the BWAQ Class A Ordinary Shares included in the Private Units.

“Pre-Merger Reorganization” means the SinCo Acquisition and the Share Exchange, collectively.

“Private Warrants” means the warrants included in the Private Units, each whole to acquire one BWAQ Class A Ordinary Share.

“PubCo Warrants” means the warrants of PubCo, each whole to acquire one PubCo Ordinary Share.

“Record Date” means April 24, 2024.

“Representative Shares” means an aggregate of 40,000 BWAQ Class A Ordinary Shares held by Maxim and/or its designees.

“Registration Rights Agreement” means the Registration Rights Agreement to be entered into by and among PubCo, Fuji Solar, WAG, Belta, BestToYo the Sponsor, and certain other parties thereto immediately prior to the Merger Closing pursuant to the Business Combination Agreement.

“Redemption Waiver” means redemption waivers and support agreements to be obtained by BWAQ from its existing shareholders or secure new investors to backstop the redemptions by its existing shareholders in connection with the Transactions.

“Rule 144” means Rule 144 under the Securities Act.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shareholders” means prior to February 29, 2024, Fuji Solar and VSUN, and from and after February 29, 2024, VSUN, WAG, Belta and BestToYo, and “Shareholder” shall mean any one of them.

“Sponsor” means Blue World Holdings Limited, a Hong Kong private company limited by shares.

“Sellers” means WAG, Belta and BestToYo, collectively.

“SinCo Acquisition” means the acquisition of one hundred percent (100%) of the issued and outstanding shares of capital stock of TOYO Solar by SinCo from VSUN at an aggregate consideration of no less than $50,000,000.

“Special Committee” means the special committee of BWAQ consisting of independent directors of BWAQ, established in connection with the Transactions.

“Share Exchange” means the acquisition of one hundred percent (100%) of the issued and paid-up share capital of SinCo by PubCo from Fuji Solar at an aggregate consideration of SGD1.00.

“Sponsor Earnout Equities” means 2,280,000 Founder Shares held by the Sponsor, excluding (i) 400,000 Founder Shares to be distributed by the Sponsor to its employees or advisors prior to the Merger Closing, (ii) 100,000 Founder Shares to be transferred by the Sponsor to Fuji Solar immediately prior to or upon the Merger Closing, and (iii) 400,000 Founder Shares transferred to Fuji Solar promptly following the execution of the Sponsor Support Agreement in accordance with a share subscription agreement between the Sponsor and Fuji Solar pursuant to which Fuji Solar purchased 2,500 preference shares of the Sponsor for a total purchase price of $1,200,000, which entitles Fuji Solar to receive 400,000 Founder Shares from the Sponsor.

“SinCo” means TOPTOYO INVESTMENT PTE. LTD., a Singapore private company limited by shares.

“Sponsor Extension Notes” means the unsecured promissory notes issued by BWAQ to the Sponsor or its designees in the total amount of $1,698,648 as of the date of this proxy statement/prospectus, issued on January 31, 2023, May 2, 2023, June 2, 2023, June 30, 2023, July 31, 2023, September 1, 2023, September 28, 2023, November 1, 2023, December 26, 2023 and March 1, 2024 for the Extension Payments.

“Sponsor Notes” means unsecured promissory notes issued by BWAQ to the Sponsor in the aggregate amount of $1,270,000 as of the date of this proxy statement/prospectus, including the Sponsor Note A, the Sponsor Note B, the Sponsor Note C, the Sponsor Note D and the Sponsor Note E.

“Sponsor Note A” means an unsecured promissory note in the amount of $400,000 issued by BWAQ to the Sponsor on November 30, 2022.

“Sponsor Note B” means an unsecured promissory note in the amount of $120,000 issued by BWAQ to the Sponsor on July 31, 2023.

“Sponsor Note C” means an unsecured promissory note in the amount of $250,000 issued by BWAQ to the Sponsor on November 15, 2023.

“Sponsor Note D” means an unsecured promissory note in the amount of $180,000 issued by BWAQ to the Sponsor on April 1, 2024.

“Sponsor Note E” means an unsecured promissory note in the amount of up to $320,000 issued by BWAQ to the Sponsor on April 19, 2024.

“Shareholder Lock-Up and Support Agreement” means the Shareholder Lock-Up and Support Agreement dated as of August 10, 2023 (as the same may be amended, restated or supplemented), by and among BWAQ, PubCo, Fuji Solar, WAG, Belta and BestToYo.

“Shareholder Lock-Up Securities” means (A) PubCo Ordinary Shares held by each Seller immediately after the Merger Closing, (B) PubCo Ordinary Shares issuable upon the exercise of options or warrants to purchase PubCo Ordinary Shares held by each Seller immediately after the Merger Closing (along with such options or warrants themselves), and (C) any PubCo Ordinary Shares acquirable upon the conversion, exercise or exchange of any securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares held by each Seller immediately after the Merger Closing (along with securities themselves), and exclude (x) PubCo Ordinary Shares to be issued to any Seller upon conversion of any loan that has been or to be made to BWAQ by any Seller, Fuji Solar or their respective designee and evidenced by a promissory note, loan agreement or similar document, for the purpose of financing costs, expenses, extension related costs and deposits and other obligations incurred by BWAQ for the Transactions, including but not limited to the loans made or to be made pursuant to Section 9.7(a) and Section 10.2(a)(iv) of the Business Combination Agreement, and (y) PubCo Warrants that any Seller will hold immediately following the Merger Effective Time and any PubCo Ordinary Shares to be issued upon exercise of such PubCo Warrants (if any).

“Shareholder Lock-Up Period” means the period commencing on the Merger Closing Date and ending on the date that is the earlier to occur of (A)(i) for 20% of the PubCo Ordinary Shares held, issuable, exercisable, exchangeable, or acquirable in respect of any Shareholder Lock-up Securities, six (6) months after the Merger Closing Date, (ii) for 30% of the PubCo Ordinary Shares held, issuable, exercisable, exchangeable, or acquirable in respect of any Shareholder Lock-up Securities, twelve (12) months after the Merger Closing Date, and (iii) for 50% of PubCo Ordinary Shares held, issuable, exercisable, exchangeable, or acquirable in respect of any Shareholder Lock-up Securities, eighteen (18) months after the Merger Closing Date, with the percentages set forth in this sentence applying to the aggregate holdings of the Shareholder Lock-Up Securities held by all entities and individuals constituting Shareholder, or (B) for all and any Shareholder Lock-up Securities, the Automatic Release.

“Sponsor Support Agreement” means the Sponsor Support Agreement dated as of August 10, 2023, by and among BWAQ, the Sponsor and PubCo.

“Sellers Subject Shares” means (i) 2,450 PubCo Ordinary Shares held by Belta, representing 24.5% of the issued and outstanding shares of PubCo, (ii) 6,200 PubCo Ordinary Shares held by WAG, representing 62% of the issued and outstanding shares of PubCo, and (iii) 1,350 PubCo Ordinary Shares held by BestToYo, representing 13.5% of the issued and outstanding shares of PubCo, in each case as of the date of the Shareholder Lock-Up and Support Agreement (such shares of PubCo held by Belta, WAG and BestToYo, including additional shares of PubCo (a) issued or otherwise

distributed to Belta, WAG or BestToYo by PubCo pursuant to any share dividend or distribution, (b) resulting from any change in share capital of PubCo by reason of any share split, recapitalization, combination, exchange of shares or the like, (c) the legal ownership of which is acquired by Belta, WAG or BestToYo, including by exchange or conversion of any other security, or upon exercise of options, settlement of restricted share units, or (d) as to which Belta, WAG or BestToYo acquires the right to vote or share in the voting, in each case after the date of the Shareholder Lock-Up and Support Agreement and during the term of the Shareholder Lock-Up and Support Agreement.

“Sponsor Subject Shares” means BWAQ Ordinary Shares, BWAQ Ordinary Shares including SPAC Shares underlying the securities of BWAQ (including the BWAQ Units, BWAQ Warrants and BWAQ Rights) as set forth in the Sponsor Support Agreement, together with any BWAQ Ordinary Shares or other securities (including any securities convertible into or exercisable or exchangeable for BWAQ Ordinary Shares) (a) issued or otherwise distributed to the Sponsor pursuant to any stock dividend or distribution, (b) resulting from any change in any of the BWAQ Ordinary Shares or other share capital of BWAQ by reason of any share split, recapitalization, combination, exchange of shares or the like, (c) the legal ownership of which is acquired by the Sponsor, including by exchange or conversion of any other security, or upon exercise of options, settlement of restricted share units or capitalization of Working Capital Loans, or (d) as to which the Sponsor acquires the right to vote or share in the voting, in each case after the date of the Sponsor Support Agreement and during the term of the Sponsor Support Agreement.

“Securities Transfer Agreement” means the Securities Transfer Agreement dated as of January 31, 2022 among BWAQ, the Sponsor and certain transferees.

“Trust Account” means the trust account established by BWAQ upon the consummation of BWAQ IPO and maintained by Continental, acting as trustee, for the benefit of BWAQ Public Stockholders in connection with the BWAQ IPO.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of January 31, 2022, as amended on May 2, 2023, June 30, 2023, January 26, 2024 and March 26, 2024, between BWAQ and Continental, as trustee.

“Transaction Financings” means any transaction pursuant to which investors commit to acquiring (x) PubCo Ordinary Shares, (y) equity securities of any Group Company, or (z) subject to the restrictions set forth in Section 9.8 of the Business Combination Agreement, BWAQ’s securities which will be converted into PubCo’s equity securities prior to or upon the Merger Effective Time, in each case on terms and conditions acceptable to TOYO Solar and BWAQ, including without limitation, the PIPE Financing, Private Financing and Redemption Waiver.

“TOYO Solar” means Vietnam Sunergy Cell Company Limited, a Vietnamese company.

“Transactions” means the Merger, the Pre-Merger Reorganization and each of the other transactions contemplated by the Business Combination Agreement or any of the other relevant Transaction Documents.

“Transaction Documents” means, collectively, the Business Combination Agreement, the Plan of Merger, the Shareholder Lock-Up and Support Agreement, the Sponsor Support Agreement, the Sponsor Lock-up Agreement, the Registration Rights Agreement, the Warrant Assumption Agreement and any other agreements, documents or certificates entered into or delivered pursuant hereto or thereto, and the expression “Transaction Document” means any one of them.

“Underwriting Agreement” means the underwriting agreement dated as of January 31, 2022, as amended on October 2, 2023, between BWAQ and Maxim in connection with the BWAQ IPO.

“Underwriter’s Consent” means the irrevocable consent of underwriters of the BWAQ IPO to convert the entire amounts due to them for their Deferred Underwriting Fees into 322,000 PubCo Ordinary Shares at $10.00 per share upon the Merger Closing pursuant to the Underwriting Agreement.

“VSUN” means Vietnam Sunergy Joint Stock Company, a Vietnam joint stock company.

“WAG” means WA Global Corporation, a Cayman Islands exempted company.

“Warrant Agent” means Continental, acting as the warrant agent pursuant to the Existing Warrant Agreement.

“Warrant Assumption Agreement” means an assignment, assumption and amended & restated warrant agreement, which amends the Existing Warrant Agreement, to be entered by and among PubCo, BWAQ and Continental, as warrant agent.

“Working Capital Loan” means the loans to be provided by the Insiders and/or its designees for BWAQ in order to finance transaction costs in connection with an initial business combination.

“Working Capital Units” means the BWAQ Units issuable upon the conversion of Working Capital Loans at a price of $10.00 per unit, with the terms identical to the Private Units.

“Working Capital Loans Conversion Consent” means the irrevocable consent from the Sponsor or other persons entitled to receive repayment of the Working Capital Loans to convert the entire amounts due under the Working Capital Loans into BWAQ Units immediately prior to the Merger Closing.

“WWB” means WWB Corporation, a Japanese company.

“2024 Audited Net Profit” means 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.

“U.S. Dollars” and “$” means United States dollars, the legal currency of the United States.

“U.S. GAAP” means generally accepted accounting principles in the United States.

FREQUENTLY USED TERMS RELATED TO TOYO SOLAR’S BUSINESS

Unless otherwise stated or unless the context otherwise requires, in this document:

“AD/CVD” means antidumping and countervailing duties.

“AGVs” means automatic guided vehicles.

“APS” means Announced Pledges Scenario.

“BBr3” means boron tribromide.

“Bloomberg NEF” means Bloomberg New Energy Finance.

“CAGR” means compound annual growth rate.

“c-Si” means crystalline silicon.

“GW” means gigawatt or one billion watts.

“HF/HNO3” means hydrofluoric acid.

“HJT” means heterojunction technology.

“IBC” means Interdigitated Back Contact.

“IEA” means the International Energy Agency.

“KOH” means potassium hydroxide.

“LCOE” means levelized costs of energy.

“NREL” means National Renewable Energy Laboratory.

“NZE” means Net Zero Emissions by 2050 Scenario.

“OEM” means Original Equipment Manufacturer.

“PCT” means the International Patent System.

“PECVD” means plasma-enhanced chemical vapor deposition.

“PERC” means Passivated Emitter and Rear Cell.

“PV” means photovoltaic.

“SE” means surface engineering.

“TOPCon” means Tunnel Oxide Passivated Contact.

“UFLPA” means the Uyghur Forced Labor Prevention Act.

“UMG-Si” means upgraded metallurgical-grade silicon.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

TOYO Solar has applied for trademarks and trade names that it uses in connection with the operation of its business. This proxy statement/prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that TOYO Solar will not assert, to the fullest extent permitted under applicable law, its rights or the right of the applicable licensor to these trademarks, trade names and service marks. TOYO Solar does not intend its use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of TOYO Solar by, any other parties.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Transactions. The following questions and answers do not include all the information that is important to BWAQ Shareholders. BWAQ Shareholders should read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Transactions and the voting procedures for the Extraordinary General Meeting.

Q:     Why am I receiving this proxy statement/prospectus?

A:     BWAQ Shareholders are being asked to consider and vote upon a proposal to approve and adopt the transactions contemplated pursuant to an Agreement and Plan of Merger (as the same may be amended, restated or supplemented, the “Business Combination 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 Co., Ltd, a Japanese company (“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”) and other related proposals.

This proxy statement/prospectus and its annexes contain important information about the proposed Transactions (as defined below) and the other matters to be acted upon at the Extraordinary General Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Q:     What proposals are shareholders of BWAQ being asked to vote upon?

A:     At the Extraordinary General Meeting, BWAQ is asking BWAQ Shareholders to consider and vote upon the following proposals:

(1)    Proposal No. 1 — Business Combination Proposal — To consider and approve by way of an ordinary resolution a proposal to (a) adopt and approve the Business Combination Agreement and other Transaction Documents (as defined in the Business Combination Agreement), and (b) approve the transactions contemplated thereunder, including Transactions (as defined below) (such proposal, the “Business Combination Proposal”). See “Proposal No. 1 — The Business Combination Proposal.”

(2)    Proposal No. 2 — Merger Proposal — To consider and approve by way of a special resolution a proposal and authorize the Plan of Merger (as defined below) and to authorize the Merger of BWAQ with and into Merger Sub (as defined below) in accordance with the Plan of Merger with Merger Sub being the surviving company following the Merger (such proposal, the “Merger Proposal”). The Plan of Merger is attached to this proxy statement/prospectus as Annex C. See “Proposal No. 2 — The Merger Proposal.”

(3)    Proposal No. 3 — Adjournment Proposal — To approve by way of an ordinary resolution to adjourn the Extraordinary General Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Extraordinary General Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals (such proposal, the “Adjournment Proposal”). See “Proposal No. 3 — The Adjournment Proposal.”

BWAQ shall hold the Extraordinary General Meeting for BWAQ Shareholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Transactions and the other matters to be acted upon at the Extraordinary General Meeting. BWAQ Shareholders should read it carefully and in its entirety.

The vote of BWAQ Shareholders is important. BWAQ Shareholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:     What vote is required to approve the proposals presented at the Extraordinary General Meeting?

A:     The following votes are required for each proposal at the Extraordinary General Meeting:

(1)     Business Combination Proposal — The approval of the Business Combination Proposal requires the affirmative vote of at least a simple majority of the votes cast by the holders of the issued and outstanding BWAQ Ordinary Shares, voting as a single class, who are present in person (including virtual presence) or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting.

(2)    Merger Proposal — The approval of the Merger Proposal requires the affirmative vote of at least two-thirds of the votes cast by the holders of the issued and outstanding BWAQ Ordinary Shares, voting as a single class, who are present in person (including virtual presence) or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting.

(3)    Adjournment Proposal — The approval of the Adjournment Proposal requires the affirmative vote of at least a simple majority of the votes cast by the holders of the issued and outstanding BWAQ Ordinary Shares, voting as a single class, who are present in person (including virtual presence) or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting.

For purposes of the Extraordinary General Meeting, an abstention occurs when a shareholder attends the meeting and does not vote or returns a proxy with an “abstain” vote.

If you are a BWAQ shareholder that attends the Extraordinary General Meeting and fails to vote on the Business Combination Proposal, the Merger Proposal or Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for such proposals.

Q:     Are any of the Proposals conditioned on one another?

A:     Each of the Business Combination Proposal and the Merger Proposal is cross-conditioned on the approval of each other. If the Business Combination Proposal is not approved, the Merger Proposal will not be presented to BWAQ Shareholders for a vote. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Q:     Why is BWAQ proposing the Transactions?

A:     BWAQ was incorporated to consummate a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

Based on its due diligence investigations of TOYO Solar and the industries in which it operates, including the financial and other information provided by TOYO Solar in the course of BWAQ’s due diligence investigations, members of the special committee of BWAQ (the “Special Committee”) and the board of directors of BWAQ (the “BWAQ Board”) believe that the Transactions with TOYO Solar is fair and in the best interests of BWAQ and presents an opportunity to increase shareholder equity value. However, there can be no assurances of this. Although the Special Committee and the BWAQ Board believe that the Transactions with TOYO Solar present a unique business combination opportunity and is fair and in the best interests of BWAQ, the Special Committee and the BWAQ Board did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal — BWAQ’s Board of Directors’ Reasons for the Approval of the Transactions” for a discussion of the factors considered by the BWAQ Board in making its decision.

Q:     Who is TOYO Solar?

A:      TOYO Solar is an early-stage company incorporated in November 2022 to separate the solar cell and module businesses from VSUN, a majority-owned subsidiary of Fuji Solar and an affiliate of TOYO Solar. TOYO Solar is committed to becoming a reliable full service solar solutions provider in the United States and globally, integrating the upstream production of wafer and silicon, midstream production of solar cell, downstream production of photovoltaic (PV) modules, and potentially other stages of the solar power supply chain. TOYO Solar is headquartered in Japan and has commenced commercial production of solar cells in Vietnam since October 2023. As a result of the consummation of the Pre-Merger Reorganization, TOYO Solar has become a wholly-owned subsidiary of PubCo.

See “TOYO Solar’s Market Opportunities” for more information regarding the market opportunities of TOYO Solar. See “Information Related to PubCo” for more information regarding the business and strategies of PubCo and its operating subsidiary, TOYO Solar. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PubCo” for financial information regarding TOYO Solar.

Q:     What is expected to happen in the Transactions?

A:     Pursuant to the Business Combination Agreement, among other things, (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 $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) immediately prior to the closing of the SinCo Acquisition, WAG, Belta and BestToYo (collectively, the “Sellers”) shall hold an aggregate of 41,000,000 ordinary shares of PubCo, par value $0.0001 per share (such ordinary shares, “PubCo Ordinary Shares”), representing all issued and outstanding share capital of PubCo, and (b) following the consummation of the Pre-Merger Reorganization, BWAQ 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 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 (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 Business Combination Agreement and in accordance with the provisions of the Companies Act (Revised) of the Cayman Islands (the “Cayman Companies Act”) and other applicable laws. The Merger, the Pre-Merger Reorganization and each of the other transactions contemplated by the Business Combination Agreement or any of the other relevant transactional documents are collectively referred to as “Transactions.”

Q:     Is there any financing in connection with the Transactions?

A:     As provided in the Business Combination Agreement, each of BWAQ and the Group Companies shall use reasonable best efforts to obtain Transaction Financing (as defined below) as set forth in the Business Combination Agreement on the terms mutually agreed by PubCo and BWAQ at or prior to the Merger Closing. On March 6, 2024, BWAQ entered into a share purchase agreement (the “PIPE Purchase Agreement”) with PubCo and a certain investor, NOTAM Co., Ltd., a Japanese corporation (the “PIPE Investor”), in connection with the Transactions. Pursuant to the PIPE Purchase Agreement, the PIPE Investor agrees to purchase a total of 600,000 BWAQ Class A Ordinary Shares (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”). Other than that, as of the date of this proxy statement/prospectus, neither BWAQ nor any Group Companies obtained any firm commitment of financing prior to or upon the closing of the Transactions.

Q:     What equity stake will non-redeeming BWAQ Public Shareholders, the Sellers, and the BWAQ Initial Shareholders hold in PubCo following the consummation of the Transactions and what is the expected pro forma equity value of PubCo at the Merger Closing?

A:     Upon consummation of the Transactions, PubCo shall become a new public company and each of TOYO Solar and BWAQ shall be a subsidiary of PubCo. The former security holders of BWAQ shall all become security holders of PubCo.

The equity stake held by non-redeeming public shareholders of BWAQ (“Public Shareholders”), the Sellers, and the BWAQ Initial Shareholders (as defined below) in PubCo immediately following consummation of the Transactions will depend on the number of redemptions from the trust account of BWAQ (the “Trust Account”) by Public Shareholders at the Merger Closing as well as various other factors, as described in the assumptions set forth below. Approximate equity stakes for each of these shareholder groups upon consummation of the Transactions are set forth in the table below in respect of four redemption scenarios given the effect of the Redeemed Public Shares: (1) “Scenario A,” in which there are no redemptions of BWAQ Public Shares, (2) “Scenario B,” in which 50% of the BWAQ Public Shares are redeemed, (3) “Scenario C,” in which 75% of the BWAQ Public Shares are redeemed, and (4) “Scenario D,” in which all of the BWAQ Public Shares are redeemed. All else being equal, if any BWAQ Public Shareholders exercise their redemption rights, then the percentage of PubCo Ordinary Shares held collectively by all non-redeeming Public Shareholders will decrease and the percentage of PubCo Ordinary Shares held by the Sellers and the BWAQ Initial Shareholders will increase, in each case, relative to the percentage held if no BWAQ Public Shares are redeemed.

Each of the scenarios presented below assumes: (i) no additional Transaction Financing has been obtained in connection with the Transactions, other than the issuance of 600,000 PubCo Ordinary Shares to the PIPE Investor upon the conversion of 600,000 BWAQ Ordinary Shares for $6 million in cash immediately prior to

the consummation of the Transactions, (ii) the full conversion of BWAQ Rights issued and outstanding upon the consummation of the Transactions, (iii) the issuance of 70,000 PubCo Ordinary Shares to three independent directors of BWAQ, (iv) the transfer of 100,000 Founder Shares by the Sponsor to Fuji Solar, (v) the cancellation of an aggregate of 1,380,000 Founder Shares by the Sponsor pursuant to the Sponsor Support Agreement, (vi) no additional forfeiture or issuance of BWAQ Ordinary Shares held by the Sponsor pursuant to the Sponsor Support Agreement, (vii) the issuance of the Deferred Underwriting Shares (as defined below) to Maxim, and (viii) no additional issuance of BWAQ Ordinary Shares or PubCo Ordinary Shares prior to or upon Merger Closing.

The table set forth below also states the anticipated pro forma equity value of PubCo for each of the scenarios described above. These pro forma equity values reflect a price for PubCo Ordinary Shares of $10.00 per share, being the price per share negotiated with TOYO Solar. The pro forma equity values include the equity consideration to be issued to the Sellers at the consummation of the SinCo Acquisition, being 41,000,000 PubCo Ordinary Shares, including 13,000,000 Earnout Shares, based on the price of $10.00 per share. The number of BWAQ Public Shares redeemed by Public Shareholders with cash from the Trust Account at the Merger Closing is not, all else being equal, expected to materially affect the equity value per PubCo Ordinary Share held by non-redeeming Public Shareholders as at the time immediately following the Merger Closing, as each redemption will result in (x) the cancellation of one BWAQ Public Share, and (y) the payment of approximately $11.26 per share to the redeeming Public Shareholder (given that, based on funds in the Trust Account of approximately $31.28 million on the Record Date (as defined below), the estimated per share redemption price would have been approximately $11.26) and, accordingly, such funds will not be available to PubCo or reflected in its financial statements following the Merger Closing. You should note, however, that the level of redemptions of BWAQ Public Shares from the Trust Account may affect the market price for PubCo Ordinary Shares following the Merger Closing in ways which we cannot predict. For further information, see “Risk Factors — There is no guarantee that a shareholder’s decision to continue to hold shares of PubCo Ordinary Shares following the Transactions will put shareholders in a better future economic position than if they decided to redeem their BWAQ Public Shares for a pro rata portion of the Trust Account, and vice versa.”

____________

(1)      The numbers set forth in this column assume no BWAQ Public Shares are redeemed, and 920,000 PubCo Ordinary Shares are issued in exchange for BWAQ Rights. As of the date of this proxy statement/prospectus, there are 2,778,580 BWAQ Public Shares issued and outstanding.

(2)      The numbers set forth in this column assume 1,389,290 BWAQ Public Shares, or approximately 50% of 2,778,580 BWAQ Public Shares are redeemed at $11.05 per share, and 920,000 PubCo Ordinary Shares are issued in exchange for BWAQ Rights.

(3)      The numbers set forth in this column assume 2,083,935 BWAQ Public Shares, or approximately 75% of 2,778,580 BWAQ Public Shares are redeemed at $11.05 per share, and 920,000 PubCo Ordinary Shares are issued in exchange for BWAQ Rights.

(4)      The numbers set forth in this column assume 2,778,580 BWAQ Public Shares, or all of the issued and outstanding BWAQ Public Shares are redeemed at $11.05 per share, and 920,000 PubCo Ordinary Shares are issued in exchange for BWAQ Rights.

(5)      Represents 41,000,0000 PubCo Ordinary Shares held by the Sellers, among which, (i) WAG will hold 25,420,000 PubCo Ordinary Shares, (ii) Belta will hold 10,045,000 PubCo Ordinary Shares, and (iii) BestToYo will hold 5,535,000 PubCo Ordinary Shares, respectively. 13,000,000 Earnout Shares consist 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.

(6)      Represents (i) 400,000 PubCo Ordinary Shares to be issued to Fuji Solar upon the conversion of the Founder Shares currently held by Fuji Solar, and (ii) 100,000 PubCo Ordinary Shares to be issued to Fuji Solar upon the conversion of the Founder Shares to be transferred by the Sponsor.

(7)      Represents 600,000 PubCo Ordinary Shares issuable to the PIPE Investor in exchange for the 600,000 PIPE Shares.

(8)      Represents (i) 20,000 PubCo Ordinary Shares issuable to two independent directors of BWAQ in exchange for the 20,000 Founder Shares currently held by these two independent directors of BWAQ, (ii) 70,000 PubCo Ordinary Shares issuable to three independent directors of BWAQ in exchange for the 70,000 BWAQ Class A Ordinary Shares to be issued to

these three independent directors of BWAQ, (iii) 416,328 PubCo Ordinary Shares issuable to the Sponsor in exchange for the 416,328 Private Shares held by the Sponsor (including 37,848 PubCo Ordinary Shares are issued in exchange for BWAQ Rights underlying the Private Units), (iv) 1,358,610 PubCo Ordinary Shares issuable to the Sponsor in exchange for the 1,358,610 Founder Shares prior to the Merger Closing which are subject to forfeiture as provided in the Sponsor Support Agreement, and (v) 400,000 PubCo Ordinary Shares issuable in exchange for the 400,000 Founder Shares to be distributed by the Sponsor to its employees or advisors prior to the Merger Closing.

(9)      Represents (i) 50,600 PubCo Ordinary Shares issuable to Maxim in exchange for the 50,600 Private Shares held by Maxim (including 4,600 PubCo Ordinary Shares are issued in exchange for BWAQ Rights underlying the Private Units), (ii) 40,000 Representative Shares, and (iii) 322,000 PubCo Ordinary Shares upon the conversion of the Deferred Underwriting Fees pursuant to the Underwriter’s Consent (the “Deferred Underwriting Shares”).

Shareholders will experience additional dilution to the extent PubCo issues additional shares after the Merger Closing. The table below shows possible sources of dilution and the extent of such dilution that non-redeeming Public Shareholders could experience in connection with the Merger Closing. In an effort to illustrate the extent of such dilution, the table below includes (i) the issuance of up to 353,316 PubCo Ordinary Shares underlying the Working Capital Units (as defined below) (excluding up to 160,598 PubCo Ordinary Shares upon the conversion of the PubCo Warrants underlying the Working Capital Units), assuming the Sponsor and/or other lenders select to convert all the Sponsor Notes or other promissory notes into Working Capital Units, as applicable, (ii) the PubCo Ordinary Shares that will be reserved for issuance under an equity incentive plan to be adopted by PubCo prior to the Merger Closing (“PubCo ESOP”), which will initially be equal to 8% of PubCo’s fully-diluted outstanding shares immediately after the Merger Closing, (iii) up to 4,643,676 PubCo Ordinary Shares underlying BWAQ Warrants (as defined below), (iv) the issuance of 70,000 BWAQ Class A Ordinary Shares to three independent directors of BWAQ, and (v) the issuance of 322,000 Deferred Underwriting Shares to be issued to Maxim upon the Merger Closing for the payment of the Deferred Underwriting Fee by BWAQ.

Potential sources of dilution:

____________

(1)      The numbers set forth in this column assume no BWAQ Public Shares are redeemed, and 920,000 PubCo Ordinary Shares are issued in exchange for BWAQ Rights. As of the date of this proxy statement/prospectus, there are 2,778,580 BWAQ Public Shares issued and outstanding.

(2)      The numbers set forth in this column assume 1,389,290 BWAQ Public Shares, or approximately 50% of 2,778,580 BWAQ Public Shares are redeemed at $11.05 per share, and 920,000 PubCo Ordinary Shares are issued in exchange for BWAQ Rights.

(3)      The numbers set forth in this column assume 2,083,935 BWAQ Public Shares, or approximately 75% of 2,778,580 BWAQ Public Shares are redeemed at $11.05 per share, and 920,000 PubCo Ordinary Shares are issued in exchange for BWAQ Rights.

(4)      The numbers set forth in this column assume 2,778,580 BWAQ Public Shares, or all of the issued and outstanding BWAQ Public Shares are redeemed at $11.05 per share, and 920,000 PubCo Ordinary Shares are issued in exchange for BWAQ Rights.

(5)      Represents 41,000,0000 PubCo Ordinary Shares held by the Sellers, among which, (i) WAG will hold 25,420,000 PubCo Ordinary Shares, (ii) Belta will hold 10,045,000 PubCo Ordinary Shares, and (iii) BestToYo will hold 5,535,000 PubCo Ordinary Shares, respectively, including 13,000,000 Earnout Shares consist 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.

(6)      Represents 500,000 PubCo Ordinary Shares issuable to Fuji Solar upon the conversion of the Founder Shares that has been transferred or to be transferred by the Sponsor.

(7)      Represents (i) 46,000 PubCo Ordinary Shares issuable to Maxim in exchange for the 46,000 Private Shares held by Maxim (excluding 4,600 PubCo Ordinary Shares are issued in exchange for BWAQ Rights underlying the Private Units), (ii) 40,000 Representative Shares, and (iii) 322,000 PubCo Ordinary Shares upon the conversion of the Deferred Underwriting Fees pursuant to the Underwriter’s Consent (the “Deferred Underwriting Shares”).

(8)      Represents 4,600 PubCo Ordinary Shares issued in exchange for BWAQ Rights underlying the Private Units.

(9)      Represents 600,000 PubCo Ordinary Shares issuable to the PIPE Investor in exchange for 600,000 PIPE Shares.

(10)    Represents the number of PubCo Ordinary Shares issuable upon the exercise of 4,600,000 BWAQ Warrants included in the BWAQ Units.

(11)    Represents the number of PubCo Ordinary Shares issuable upon the exercise of 189,240 BWAQ Warrants included in the Private Units held by the Sponsor.

(12)    Represents the number of PubCo Ordinary Shares issuable upon the exercise of 23,000 BWAQ Warrants included in the Private Units held by the Maxim.

(13)    Represents up to 143,366 PubCo Ordinary Shares underlying the Working Capital Units and 209,950 PubCo Ordinary Shares underlying the Extended Loan Units as of the date of this proxy statement/prospectus. Among the 143,366 PubCo Ordinary Shares underlying the Working Capital Units, 139,700 PubCo Ordinary Shares are issuable to the Sponsor and 3,666 PubCo Ordinary Shares are issuable to Fuji Solar. Among the 209,950 PubCo Ordinary Shares underlying the Extended Loan Units, 186,850 PubCo Ordinary Shares are issuable to the Sponsor and 23,100 PubCo Ordinary Shares are issuable to Fuji Solar. Each of the Sponsor and Fuji Solar has the right, but not obligation, to convert the Working Capital Units and Extended Loan Units into BWAQ Units prior to Merger Closing.

(14)    Represents the number of PubCo Ordinary Shares issuable upon the exercise of up to 160,598 BWAQ Warrants included in the Working Capital Units. Among the 160,598 BWAQ Warrants, 148,432 BWAQ Warrants are issuable to the Sponsor and 12,166 BWAQ Warrants are issuable to Fuji Solar. Each of the Sponsor and Fuji Solar has the right, but not obligation, to convert the Working Capital Units prior to Merger Closing.

(15)    Represents the PubCo Ordinary Shares that will be reserved for issuance under PubCo ESOP, which will initially be equal to 8% of PubCo’s fully-diluted outstanding shares immediately after the Merger Closing.

Q:     Who will be the officers and directors of the PubCo if the Transactions consummated?

A:     It is anticipated that, at the Closing, PubCo’s board of directors will be comprised of no more than seven directors who will be identified and appointed prior to the Closing. PubCo’s executive management team will be led by the current management team of TOYO Solar. See “Management of PubCo Following the Transactions” for more information.

Q:     How will the effective rate of underwriting discounts and commissions paid on capital raised in BWAQ’s initial public offering and retained after the Transactions be affected by redemptions?

A:     BWAQ sold 9,200,000 BWAQ units (the “BWAQ Units”) in the BWAQ IPO at a price of $10.00 per unit, representing gross proceeds of $92,000,000. Each BWAQ Unit consists of one Class A ordinary share, $0.0001 par value per share (“BWAQ Class A Ordinary Shares”), one-half (1/2) of one redeemable warrant (the “BWAQ Warrants”), each whole BWAQ Warrant entitling the holder thereof to purchase one BWAQ Class A Ordinary Share at an exercise price of $11.50 per share, and one right (the “BWAQ Rights”), each right entitling the holder thereof to receive one-tenth (1/10) of one BWAQ Class A Ordinary Share upon the completion of an initial business combination. Maxim received $1,840,000 of underwriting discounts upon completion of the BWAQ IPO and will receive an additional $3,220,000, equal to 3.5% of the gross proceeds of the BWAQ IPO upon consummation of the Transactions (the “Deferred Underwriting Fee”), resulting in a 5.5% rate of underwriting discounts and commissions, which represents Maxim’s total underwriting discounts and commissions as a percentage of proceeds of the BWAQ IPO. As one of the conditions to Merger Closing, BWAQ has agreed to obtain the Underwriter’s Consent to have Maxim convert the Deferred Underwriting Fee into 322,000 Deferred Underwriting Shares upon the Merger Closing. Pursuant to the underwriting agreement dated as of January 31, 2022, as amended on

October 2, 2023, between BWAQ and Maxim in connection with the BWAQ IPO (the “Underwriting Agreement”), Maxim agrees to convert the total amount of the Deferred Underwriting Fee in an amount of $3,220,000, equal to 3.5% of the gross proceeds of the BWAQ IPO, into 322,00 ordinary shares of the post-combination entity at $10.00 per share. As a result of the May 2023 Meeting, the June 2023 Meeting and the March 2024 Meeting, as of the date of this proxy statement/prospectus, there were 2,778,580 remaining BWAQ Public Shares issued and outstanding.

To the extent there are further redemptions, the effective rate of underwriting discounts and commissions paid by BWAQ and borne indirectly by its non-redeeming shareholders will be higher after taking into account proceeds used to redeem the shares of redeeming shareholders.

____________

(1)      The numbers set forth in this column assume none of 2,778,580 BWAQ Public Shares are redeemed, and 920,000 PubCo Ordinary Shares are issued in exchange for BWAQ Rights.

(2)      The numbers set forth in this column assume 1,389,290 BWAQ Public Shares, or approximately 50% of 2,778,580 BWAQ Public Shares are redeemed at $11.05 per share, and 920,000 PubCo Ordinary Shares are issued in exchange for BWAQ Rights.

(3)      The numbers set forth in this column assume 2,083,935 BWAQ Public Shares, or approximately 75% of 2,778,580 BWAQ Public Shares are redeemed at $11.05 per share, and 920,000 PubCo Ordinary Shares are issued in exchange for BWAQ Rights.

(4)      The numbers set forth in this column assume 2,778,580 BWAQ Public Shares, or all of the BWAQ Public Shares are redeemed at $11.05 per share, and 920,000 PubCo Ordinary Shares are issued in exchange for BWAQ Rights.

(5)      Numbers do not reflect the interests accrued in the Trust Account.

Q:     What are the U.S. federal income tax consequences of the Merger to U.S. holders of BWAQ Ordinary Shares?

A:     Certain material U.S. federal income tax considerations that may be relevant to you in respect of the Merger are discussed in more detail in the section titled “Material Tax Considerations — United States Federal Income Tax Considerations.” The discussion of the U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all of the U.S. federal income tax considerations that may be applicable to you in respect of the Transactions, nor does it address any tax considerations arising under U.S. state or local or non-U.S. tax laws or U.S. non-federal income tax laws. You are urged to consult your tax advisors regarding the tax consequences of the Transactions.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     The receipt of cash by a U.S. holder of ordinary shares of BWAQ (“BWAQ Ordinary Shares”) in redemption of such shares will be a taxable transaction for U.S. federal income tax purposes. See “Material Tax Considerations — United States Federal Income Tax Considerations — Effects to U.S. Holders of Exercising Redemption Rights” for additional information. You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Q:     What conditions must be satisfied to complete the Transactions?

A:     There are a number of closing conditions to the Transactions, including, but not limited to, the following:

•        the Business Combination Agreement and the Transactions having been approved by the shareholders of PubCo;

•        this proxy statement/prospectus having become effective;

•        PubCo’s application as a foreign private issuer, PubCo’s listing applications and listing applicable of PubCo’s securities to be issued in connection with the Transactions having been approved by Nasdaq, subject only to official notice of issuance thereof;

•        all relevant regulatory approvals necessary to consummate the Transactions having been obtained;

•        no order, judgment, injunction, decree, writ, stipulation, determination or award having been enacted or promulgated enjoining or prohibiting the consummation of the Transactions;

•        completion of the Pre-Merger Reorganization;

•        no Group Company Material Adverse Effect (as defined in the Business Combination Agreement);

•        no less than $5,000,001 of the net tangible assets of PubCo upon the Merger Closing;

•        adoption of the PubCo ESOP; and

•        full execution and delivery of the relevant documents related to the Business Combination Agreement and the Transactions.

Other conditions to BWAQ’s obligations include, among other things, delivery of the Audited Financial Statements (as defined in the Business Combination Agreement) by the Group Companies to BWAQ.

Other conditions to the Group Companies’ and the Shareholders’ obligations include, among other things, (i) at least $29,500,000 Available Closing Cash (as defined in the Business Combination Agreement) immediately prior to or upon the Merger Closing, and (ii) consummation of the conversions pursuant to the Underwriter’s Consent and the Working Capital Loans Conversion Consent. The Pre-Merger Reorganization has been completed as of the date of this proxy statement/prospectus.

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Transactions, see “The Business Combination Agreement and Other Transaction Documents.”

Q:     How many votes do I have at the Extraordinary General Meeting?

A:     BWAQ Shareholders are entitled to one vote at the Extraordinary General Meeting for each BWAQ Ordinary Share held of record as of April 24, 2024, the record date for the Extraordinary General Meeting (the “Record Date”). As of the close of business on the Record Date, there were 5,543,060 BWAQ Ordinary Shares issued and outstanding.

Q:     What constitutes a quorum at the Extraordinary General Meeting?

A:      A quorum of our shareholders is necessary to hold a valid meeting. The presence (which would include presence at the virtual Extraordinary General Meeting), in person or by proxy, or if a corporation or other non-natural person by its duly authorized representative or proxy, of the one or more shareholders who together hold not less than a majority of the issued and outstanding BWAQ Ordinary Shares entitled to attend and vote at the relevant meeting constitutes a quorum at the Extraordinary General Meeting. Abstentions will be considered present for the purposes of establishing a quorum. If a quorum is not present within 15 minutes from the time appointed for the Extraordinary General Meeting to commence or if at any time during the meeting it becomes inquorate, if the meeting was requisitioned by shareholders, it shall be cancelled, and in any other case, the meeting will stand adjourned to the same time and place seven days hence, or to such other time or place as is determined by the directors.

As of the Record Date, 2,771,531 BWAQ Ordinary Shares would be required to achieve a quorum. Blue World Holdings Limited, a Hong Kong private company limited by shares, the sponsor of BWAQ (the “Sponsor”), BWAQ’s officers and directors (together with the Sponsor, the “BWAQ Insiders”) and Maxim Group LLC, the representative of several underwriters of the BWAQ IPO (“Maxim”) with respect to the BWAQ Class A Ordinary Shares (the “Private Shares”) included in the private units (the “Private Units”) issued by BWAQ to Maxim concurrently with the closing of BWAQ IPO held by Maxim (together with the BWAQ Insiders, the “BWAQ Initial Shareholders”) have agreed to, among other things, vote all of their BWAQ Ordinary Shares, as applicable, in favor of the proposals being presented at the Extraordinary General Meeting. As of the date of this proxy statement/prospectus, the BWAQ Initial Shareholders own approximately 41.9% of the issued and outstanding BWAQ Ordinary Shares (excluding 40,000 BWAQ Class A Ordinary Shares held by Maxim and/or its designees issued by BWAQ as representative compensation (the “Representative Shares”), which are not subject any voting arrangement). The shares of the BWAQ Initial Shareholders will count towards this quorum.

Q:     How do the BWAQ Initial Shareholders intend to vote on the proposals?

A:     The BWAQ Initial Shareholders have agreed to, among other things, vote all of their BWAQ Ordinary Shares, as applicable, in favor of the Business Combination Proposal, in favor of the Merger Proposal and in favor of the Adjournment Proposal, if presented, at the Extraordinary General Meeting. As of the date of this proxy

statement/prospectus, the BWAQ Initial Shareholders own approximately 41.9% of the issued and outstanding BWAQ Ordinary Shares (excluding the Representative Shares, which are not subject to any voting arrangement). We reasonably believe that Fuji Solar will vote 400,000 Founder Shares it holds, representing approximately 7.2% the issued and outstanding BWAQ Ordinary Shares, in favor of the proposals being presented at the Extraordinary General Meeting. As a result, in addition to shares the Founder Shares and the Private Shares held by the BWAQ Initial Shareholders and Fuji Solar, (i) assuming all BWAQ Ordinary Shares are voted, BWAQ would need 47,051 BWAQ Ordinary Shares, representing approximately 1.7% of 2,778,580 BWAQ Class A Ordinary Shares sold in the BWAQ IPO not redeemed by their holders (the “BWAQ Public Shares”), to vote in favor to have the Business Combination Proposal approved, and (ii) assuming only the minimum of BWAQ Ordinary Shares representing a quorum are voted, BWAQ would need no BWAQ Public Shares to vote in favor to have the Business Combination Proposal approved. Further, in addition to the Founder Shares and the Private Shares held by the BWAQ Initial Shareholders, (i) assuming all BWAQ Ordinary Shares are voted, BWAQ would need 970,894 BWAQ Ordinary Shares, representing 34.9% of 2,778,580 BWAQ Public Shares, to vote in favor to have the Merger Proposal approved, and (ii) assuming only the minimum of BWAQ Ordinary Shares representing a quorum are voted, BWAQ would need no BWAQ Public Shares to vote in favor to have the Merger Proposal approved.

Q:     What interests do BWAQ Initial Shareholders have in the Transactions?

A:     When considering BWAQ Board’s recommendation to vote in favor of approving the Business Combination Proposal and the Merger Proposal, BWAQ Shareholders should keep in mind that the BWAQ Initial Shareholders have interests in such proposals that are different from, or in addition to (and which may conflict with), those of BWAQ Shareholders. These interests include, among other things, the interests listed below:

•        the fact that the BWAQ Initial Shareholders, including the Sponsor, BWAQ’s officers and directors and Maxim have agreed, as part of the BWAQ IPO, and without any separate consideration provided by BWAQ for such agreement, not to redeem any BWAQ Ordinary Shares (including the Representative Shares held by Maxim) in connection with a shareholder vote to approve a proposed initial business combination;

•        the current beneficial ownership by the Sponsor of an aggregate of 1,880,000 Founder Shares and 378,480 Private Shares, which would become worthless if BWAQ does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares. The Sponsor paid an aggregate of approximately $20,434.78, or $0.01 per share, for the Founders Shares and $3,784,800, or $10.00 per share, for the Private Shares. The Founder Shares (on an as-converted basis) and the Private Shares currently held by the Sponsor have an aggregate market value of approximately $25.4 million, based on the closing price of BWAQ Class A Ordinary Shares on the Record Date of $11.25 per share, resulting in a theoretical gain of approximately $21.6 million (or $9.57 per share). Further, pursuant to the Sponsor Support Agreement, the Sponsor will transfer 100,000 Founder Shares to Fuji Solar immediately prior to or upon the Merger Closing and distribute 400,000 Founder Shares to the Sponsor’s employees or advisors prior to the Merger Closing. In the event that there is no or less than $20,000,000 Transaction Financing occurred on the closing of the Transaction, the Sponsor will cancel 1,380,000 Founder Shares. Therefore, it is likely that the Sponsor will only hold 378,480 Private Shares immediately prior to or upon the Merger Closing;

•        the fact that in connection with the Transactions, the Sponsor transferred 400,000 Founder Shares to Fuji Solar in October 2023, subject to the same lock-up terms of the Founder Shares, for the aggregate purchase price of $1,200,000, the proceed of which have been used by the Sponsor to fund the Trust Account to effectuate the extensions of the period that BWAQ is permitted to complete an initial business combination as a part of the agreed terms and conditions provided in a letter of intent dated January 31, 2023 between BWAQ, TOYO Solar and VSUN;

•        the fact that there are various sponsor support arrangements in connection with the Business Combination Agreement, including without limitation that certain amount of Founder Shares owned by the Sponsor are subject to earnout vesting schedule, shortfall markup and as provided in the Sponsor Support Agreement. For more information, see “The Business Combination Agreement and Other Transaction Documents — Related Agreements and Documents”;

•        the fact that, pursuant to a certain administrative services agreement (the “Administrative Services Agreement”) dated as of January 31, 2022, by and between BWAQ and the Sponsor, BWAQ is obligated, commencing from the effective date of the BWAQ IPO to pay the Sponsor, a monthly fee of $10,000 for

general and administrative services until the earlier of the completion of initial business combination or the liquidation of the Trust Account to BWAQ Public Shareholders. BWAQ has been using a portion of the working capital held outside the Trust Account to repay such administrative service fees to the Sponsor, but no proceeds from the Trust Account would be used to repay such fees;

•        the beneficial ownership by Maxim of an aggregate of 46,000 Private Shares and 40,000 Representative Shares, which would become worthless if BWAQ does not complete a business combination within the applicable time period, as Maxim has waived any right to redemption with respect to these shares. Maxim paid an aggregate of $460,000, or $10.00 per share, for the Private Shares. The 40,000 Representative Shares were issued by BWAQ to Maxim and/or its designees as representative compensation in connection with the BWAQ IPO. The Private Shares and the Representative Shares have an aggregate market value of approximately $1.0 million, based on the closing price of BWAQ Class A Ordinary Shares on the Record Date of $11.25 per share, resulting in a theoretical gain of approximately $0.5 million (or $5.9 per share). BWAQ has agreed to cause the underwriter of BWAQ IPO to irrevocably consent to convert the entire amounts due to them for their Deferred Underwriting Fees into 322,000 PubCo Ordinary Shares at $10.00 per share upon the Merger Closing (the “Underwriter’s Consent”). Pursuant to the Underwriting Agreement, Maxim agrees to convert the total amount of the Deferred Underwriting Fee in an amount of $3,220,000, equal to 3.5% of the gross proceeds of the BWAQ IPO, into 322,00 Deferred Underwriting Shares, which is contingent on completion of a business combination. The Private Shares, the Representative Shares and the Deferred Underwriting Shares have an aggregate market value of approximately $4.6 million, based on the closing price of BWAQ Class A Ordinary Shares on the Record Date of $11.25 per share, resulting in a theoretical gain of approximately $4.1 million (or $10.12 per share);

•        the fact that each of Alfred “Trey” Hickey and Buhdy Sin Swee Bok, independent directors of BWAQ, holds 10,000 Founder Shares, which would become worthless if BWAQ does not complete a business combination within the applicable time period, as these independent directors have waived any right to redemption with respect to these shares. Each independent director of BWAQ paid approximately $108.70, or $0.01 per share for such 10,000 Founder Shares. Furthermore, as agreed by PubCo, BWAQ will issue each of Alfred “Trey” Hickey and Buhdy Sin Swee Bok 20,000 BWAQ Class A ordinary shares and Zhenyu Li 30,000 BWAQ Class A ordinary shares immediately prior to or upon the closing of an initial business combination, respectively; provided that the independent directors remain with BWAQ until the closing of an initial business combination;

•        in order to finance transaction costs in connection with an intended initial business combination, the BWAQ Insiders and/or its designee may, but are not obligated to, loan BWAQ funds as may be required. If BWAQ completes the Transactions, BWAQ would repay such loaned amounts out of the proceeds of the Trust Account released to BWAQ. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the Transactions do not close, BWAQ may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Such loans (including the extension loans and convertible notes thereunder, if any pursuant to the Business Combination Agreement) may be convertible into Working Capital Units, at a price of $10.00 per unit at the option of the lender. As of the date hereof, BWAQ had issued Promissory Notes in the principal amount of $3,211,981 under the working capital loans (the “Working Capital Loans”), including $1,270,000 for working capital purpose as evidenced by the Sponsor Notes, $33,333 for Valuation Firm Expenses as evidenced by the Fuji Expenses Note and $1,908,648 of the Extension Payments as evidenced by 10 Sponsor Extension Notes to the Sponsor and 4 Fuji Extension Notes to Fuji Solar in connection with the Extension, which may be convertible into BWAQ Units (the “Working Capital Units”), at a price of $10.00 per unit. As of December 31, 2023, BWAQ has drawn $2,492,085 under the Promissory Notes. BWAQ has the obligation to pay to the payees of such notes the funds amounting to the principal amount of the Sponsor Notes, Fuji Expenses Note and Extension Notes, respectively, if the Transactions are terminated pursuant to the Business Combination Agreement. BWAQ may use a portion of the working capital held outside the Trust Account to repay such funds amounting to the principal amount of the Sponsor Notes, Fuji Expenses Note and Extension Notes but no proceeds from the Trust Account would be used to repay such loaned amounts. In the event that BWAQ fails to complete a business combination by the prescribed time period, it is uncertain if BWAQ has sufficient working capital held outside the Trust Account to fully repay all the outstanding loans from the Sponsor Notes, Fuji Expenses Note and Extension Notes. Pursuant to the Business Combination Agreement, BWAQ has agreed to cause the Sponsor or other

persons entitled to receive repayment of the Working Capital Loans to irrevocably consent to convert the entire amounts due under the Working Capital Loans into Working Capital Units immediately prior to the Merger Closing (the “Working Capital Loans Conversion Consent”);

•        the fact that the BWAQ Insiders, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred related to identifying, investigating, and consummating an initial business combination, provided, that, if BWAQ does not consummate the Transactions, a portion of the working capital held outside the Trust Account may be used by BWAQ to repay such reimbursements so long as no proceeds from the Trust Account are used for such repayment. From time to time, Mr. Liang Shi, BWAQ’s Chief Executive Officer and Director, would incur travel costs to search for targets. As of December 31, 2023, due to Mr. Liang Shi amounted to $3,558. Other than that, as of December 31, 2023, the BWAQ Insiders and their respective affiliates had incurred reimbursable out-of-pocket expenses in the amount of $30,084.96, among which, $26,526.96 has been reimbursed with balance of $2,538 due to them;

•        the continued indemnification of current directors and officers of BWAQ and the continuation of directors’ and officers’ liability insurance after the Transactions;

•        the fact that the BWAQ Initial Shareholders may be incentivized to complete the Transactions, or an alternative initial business combination with a less favorable company or on terms less favorable to shareholders, rather than to liquidate, in which case the BWAQ Initial Shareholders would lose their entire investment. As a result, the BWAQ Initial Shareholders may have a conflict of interest in determining whether TOYO Solar is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Transactions; and

•        the fact that the BWAQ Initial Shareholders collectively acquired 1,900,000 Founder Shares at a purchase price of approximately $0.01 per share and 424,480 Private Shares at a purchase price of $10.00 per share, representing 41.9% of issued and outstanding BWAQ Ordinary Shares prior to the Transactions. However, the total amount of PubCo Ordinary Shares to be held by the Sellers is based on a deemed price per share of $10.00 per share. Therefore, the BWAQ Initial Shareholders could make a substantial profit after the Transactions from their acquisition of Founder Shares and/or Private Shares as discussed above, even if the Transactions subsequently declines in value or is unprofitable for the public shareholders of BWAQ (the “BWAQ Public Shareholders”), or the BWAQ Public Shareholders experience substantial losses in their investment in PubCo.

The BWAQ Board was aware of and considered these interests, to the extent such interests existed at the time, as well as the recommendations of the Special Committee and the Fairness Opinion (as defined below), among other matters, in approving the Business Combination Agreement and in recommending that BWAQ Shareholders approve the Business Combination Agreement and the Transactions. See “The Business Combination Proposal — Interests of BWAQ’s Directors and Officers in the Transactions” beginning on page 132 of this proxy statement/prospectus.

Q:     Did the BWAQ Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Transactions?

A:     The BWAQ Board has obtained a fairness opinion from Primary Capital LLC (“Primary Capital”), dated August 7, 2023 (the “Fairness Opinion”). The BWAQ Board has not obtained nor will it obtain an additional updated fairness opinion prior to the Merger Closing. The operations and prospects of TOYO Solar, general market and economic conditions, and other factors that may be beyond the control of BWAQ and TOYO Solar, and on which the Fairness Opinion was based, may alter the value of BWAQ or TOYO Solar or the price of BWAQ’s securities by the time the Transactions are completed. The Fairness Opinion does not speak to any date other than the date of such opinion, and as such, the opinion will not address the fairness of the merger consideration, from a financial point of view, at any date after the date of such opinion, including at the time the Transactions are completed. For a description of the opinion, see “Proposal No. 1 — The Business Combination Proposal — Basis for the BWAQ Board’s Recommendation — Fairness Opinion.”

Q:     Is BWAQ subject to the Investment Company Act of 1940?

A:     BWAQ’s registration statement on Form S-1 in connection with the BWAQ IPO (File No. 333-261585) was declared effective by the SEC on January 31, 2022 and BWAQ completed the BWAQ IPO on February 2, 2022. Since the BWAQ is a blank check company, the efforts of its management since the completion of the BWAQ IPO have been focused on searching for a target business with which to consummate a business combination.

On January 24, 2024, the SEC adopted the final rules (the “SPAC Final Rules”), relating to, among the others, the extent to which special purpose acquisition companies (“SPACs”) could become subject to regulation under the Investment Company Act. The SPAC Final Rules provide that whether a SPAC is an investment company subject to the Investment Company Act is based on particular facts and circumstances. The duration of a SPAC is not the sole determinant, but one of the long-standing factors to consider in the determination of a SPAC’s status under the Investment Company Act. A SPAC could be deemed as an investment company at any stage of its operation. The determination of a SPAC’s status as an investment company includes analysis of a SPAC’s activities, depending upon the facts and circumstances, including but not limited to, the nature of SPAC assets and income, the activities of a SPAC’s officers, directors and employees, the duration of a SPAC, the manner in which a SPAC holds itself out to investors, and the merger of a SPAC with an investment company. The SPAC Final Rules was published in the Federal Register on February 26, 2024 and will become effective on July 1, 2024.

Since the consummation of the BWAQ IPO till January 2024, BWAQ had deposited the proceeds of the BWAQ IPO and the Private Placement in connection with the BWAQ IPO (including proceeds of the full exercise of over-allotment options and the Private Placement in connection with such exercise), net of certain expenses and working capital, 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 which invest only in direct U.S. government treasury obligations. As a result, it is possible that a claim could be made that BWAQ has been operating as an unregistered investment company. If BWAQ was deemed to be an investment company for purposes of the Investment Company Act, it might be forced to abandon its efforts to complete an initial business combination and instead be required to liquidate. If BWAQ is required to liquidate, its investors would not be able to realize the benefits of owning stock in a successor operating business, such as any appreciation in the value of BWAQ’s securities following such a transaction, BWAQ Warrants and BWAQ Rights would expire worthless and BWAQ Class A 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 BWAQ may be considered an unregistered investment company, in which case BWAQ may be required to liquidate. BWAQ is currently assessing the relevant risks. To mitigate the risk of BWAQ 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), BWAQ have instructed Continental, the trustee with respect to the Trust Account, 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 prospectus of BWAQ IPO, and to hold all funds in the Trust Account in cash at an interest bearing bank demand deposit account until the earlier of consummation of the Transactions or liquidation. Following such liquidation, BWAQ will continue to receive interest on the funds held at an interest bearing bank demand deposit account, which might be lesser than that from the U.S. government treasury obligations and money market funds and would reduce the dollar amount its BWAQ Public Shareholders would receive upon any redemption or liquidation of BWAQ.

Q:     I am a BWAQ Public Shareholder. Do I have redemption rights?

A:      Yes. Pursuant to the BWAQ’s fourth amended and restated memorandum and articles of association (the “BWAQ Charter”), in connection with the completion of the Transactions, BWAQ Public Shareholders may elect to have their BWAQ Public Shares redeemed for cash at the applicable redemption price per share calculated in accordance with the BWAQ Charter. For illustrative purposes, as of the Record Date, this would have amounted to approximately $11.26 per share less any owed but unpaid taxes on the funds in the Trust Account. There are currently no owed but unpaid taxes on the funds in the Trust Account. However, the proceeds deposited in the Trust Account could become subject to the claims of BWAQ’s creditors, if any, which would have priority over the claims of BWAQ Shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. It is expected that the funds to be distributed to BWAQ Public Shareholders electing to redeem

their shares shall be distributed promptly after the consummation of the Transactions. If a BWAQ Public Shareholder exercises its redemption rights, then such holder shall be exchanging its BWAQ Public Shares for cash. Such a BWAQ Public Shareholder shall be entitled to receive cash for its BWAQ Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to BWAQ’s transfer agent, Continental, two (2) business days prior to the Extraordinary General Meeting. A BWAQ Public Shareholder, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), may not seek to have more than 15% of the aggregate shares redeemed without the consent of BWAQ. The BWAQ Charter provides that the Transactions shall not be consummated if, upon the consummation of the Transactions, BWAQ does not have at least $5,000,001 in net tangible assets after giving effect to the payment of amounts that BWAQ shall be required to pay to redeeming shareholders upon consummation of the Transactions. See “Extraordinary General Meeting of BWAQ Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights regardless of whether you vote or, if you vote, irrespective of whether you vote “FOR” or “AGAINST” the Business Combination Proposal the Merger Proposal or the Adjournment Proposal. As a result, the Business Combination Agreement can be approved by shareholders who shall redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market for its shares, fewer shareholders and the potential inability to meet the Nasdaq listing standards.

Q:     How do I exercise my redemption rights?

A:     If you are a BWAQ Public Shareholder and wish to exercise your right to have your BWAQ Public Shares redeemed, you must:

•        submit a written request to Continental, BWAQ’s transfer agent, in which you (i) request that BWAQ redeem all or a portion of your BWAQ Ordinary Shares for cash and (ii) identify yourself as the beneficial holder of the BWAQ Ordinary Shares and provide your legal name, phone number and address;

•        deliver your share certificates (if any) and other redemption forms (as applicable) to Continental physically or electronically through The Depository Trust Company (“DTC”); and

•        complete the procedures for electing to redeem their shares in the manner described above prior to or on [__], two business days before the scheduled Extraordinary General Meeting in order for their shares to be redeemed.

The address of Continental, BWAQ’s transfer agent, is listed under the question “Who can help answer my questions?” below.

If a BWAQ Public Shareholder properly exercises its right to redeem all or a portion of the BWAQ Public Shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, BWAQ will redeem such public shares for a per share price, payable in cash, equal to the pro rata portion of the amount on deposit in the Trust Account as of two business days prior to the consummation of the Transactions, including interest earned on the funds held in the Trust Account and not previously released to BWAQ to pay our taxes (less up to $50,000 of interest to pay dissolution expenses). For illustrative purposes, as of the Record Date, this would have amounted to approximately $11.26 per share less any owed but unpaid taxes on the funds in the Trust Account. There are currently no owed but unpaid income taxes on the funds in the Trust Account. However, the proceeds deposited in the Trust Account could become subject to the claims of BWAQ’s creditors, if any, which would have priority over the claims of BWAQ Shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. It is expected that the funds to be distributed to BWAQ Shareholders electing to redeem their shares shall be distributed promptly after the consummation of the Transactions.

A holder of BWAQ Ordinary Shares, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), may not seek to have more than 15% of the aggregate shares redeemed without the consent of BWAQ. Under the BWAQ Charter, the Transactions may not be consummated if BWAQ has net tangible assets of less than $5,000,001 either immediately prior to or upon consummation of the Transactions after taking into account the redemption for cash of all BWAQ Public Shares properly demanded to be redeemed by holders of BWAQ Ordinary Shares.

Any request for redemption, once made by a holder of shares, may not be withdrawn once submitted to BWAQ unless the BWAQ Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may or may not do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by Continental, BWAQ’s transfer agent, prior to the vote taken on the Business Combination Proposal at the Extraordinary General Meeting. No request for redemption shall be honored unless the holder’s share certificates (if any) and other redemption forms (as applicable) have been delivered (either physically or electronically) to Continental, at least two business days prior to the vote at the Extraordinary General Meeting.

If you exercise your redemption rights, then you shall be exchanging your BWAQ Ordinary Shares share certificates (if any) for cash and shall not be entitled to PubCo Ordinary Shares upon consummation of the Transactions.

See “Extraordinary General Meeting of BWAQ Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q:     If I am a holder of BWAQ Warrants, can I exercise redemption rights with respect to my BWAQ Warrants?

A:     BWAQ has the ability to redeem outstanding BWAQ Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of BWAQ Class A Ordinary Shares equals or exceeds $16.50 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which BWAQ gives proper notice of such redemption and provided certain other conditions are met. While BWAQ Class A Ordinary Shares has not exceeded the $16.50 per share threshold at which BWAQ Warrants would become redeemable since the announcement of the Transactions, there is no assurance that the price of PubCo Ordinary Shares will not exceed the threshold. If and when the BWAQ Warrants become redeemable by BWAQ, BWAQ may exercise its redemption right even if BWAQ is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Notice of redemption shall be mailed by first class mail, postage prepaid, by BWAQ not less than 30 days prior to the date fixed by BWAQ for the redemption to the registered holders of the BWAQ Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. BWA will not redeem the BWAQ Warrants unless a registration statement under the Securities Act covering the BWAQ Class A Ordinary Shares issuable upon exercise of the BWAQ Warrants is effective and a current prospectus relating to those BWAQ Class A Ordinary Shares is available throughout the 30-day redemption period, except if the BWAQ Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the BWAQ Warrants become redeemable by BWAQ, BWAQ may exercise its redemption right even if BWAQ is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If BWAQ elects to redeem the BWAQ Warrants on a cashless basis, then BWAQ will not receive any cash proceeds from the exercise of such BWAQ Warrants. See “Risk Factors — BWAQ may redeem the unexpired BWAQ Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your BWAQ Warrants worthless.”

Q:     How do the BWAQ Warrants differ from the Private Warrants, and what are the related risks for any holder of BWAQ Warrants post-Transactions?

A:     The Private Warrants have terms and provisions that are identical to the BWAQ Warrants except that the Private Warrants are entitled to registration rights. The Private Warrants (including the BWAQ Class A Ordinary Shares issuable upon exercise of the Private Warrants) will not be transferable, assignable or saleable until the completion of BWAQ’s initial business combination except to permitted transferees, subject to certain exceptions.

BWAQ has have ability to redeem outstanding BWAQ Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of BWAQ Class A Ordinary Shares equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third business day prior to the date on which BWAQ gives proper notice of such redemption and provided certain other conditions are met. While BWAQ Class A Ordinary Share has not exceeded the $16.50 per share threshold at which BWAQ Warrants would become redeemable since the announcement of the Transactions,

there is no assurance that the price of PubCo Ordinary Shares will not exceed the threshold in the future. If and when the BWAQ Warrants become redeemable by BWAQ, BWAQ may exercise its redemption right even if BWAQ is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Notice of redemption shall be mailed by first class mail, postage prepaid, by BWAQ not less than thirty (30) days prior to the date fixed by BWAQ for the redemption to the registered holders of the BWAQ Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. BWAQ will not redeem the BWAQ Warrants unless a registration statement under the Securities Act covering the BWAQ Ordinary Share issuable upon exercise of the BWAQ Warrants is effective and a current prospectus relating to those BWAQ Ordinary Shares is available throughout the 30-day redemption period, except if the BWAQ Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the BWAQ Warrants become redeemable by BWAQ, BWAQ may exercise its redemption right even if BWAQ is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If BWAQ elects to redeem the BWAQ Warrants on a cashless basis, then BWAQ will not receive any cash proceeds from the exercise of such BWAQ.

Q:     If I am a holder of the BWAQ Units, can I exercise redemption rights with respect to my BWAQ Units?

A:     No. You can only exercise redemption rights with respect to your BWAQ Public Shares. Holders of outstanding BWAQ Units must separate the underlying BWAQ Public Shares and BWAQ Warrants prior to exercising redemption rights with respect to the BWAQ Public Shares.

If you hold BWAQ Units registered in your own name, you must deliver the certificate for such units to Continental, our transfer agent, with written instructions to separate such units into BWAQ Public Shares, BWAQ Warrants and BWAQ Rights.

This must be completed far enough in advance to permit the mailing of the BWAQ Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the BWAQ Public Shares from the BWAQ Units. See “How do I exercise my redemption rights?” above. The address of Continental is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company, or other nominee holds your BWAQ Units, you must instruct such nominee to separate your BWAQ Units. Your nominee must send written instructions by facsimile to Continental, our transfer agent. Such written instructions must include the number of BWAQ Units to be separated and the nominee holding such BWAQ Units. Your nominee must also initiate electronically, using DTC’s deposit/withdrawal at custodian (DWAC) system, a withdrawal of the relevant BWAQ Units and a deposit of an equal number of BWAQ Public Shares and BWAQ Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the BWAQ Units. While this is typically completed electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated from your BWAQ Units in a timely manner, you will likely not be able to exercise your redemption rights.

Q:     What happens if a substantial number of BWAQ Shareholders vote in favor of the Business Combination Proposal and the Merger Proposal and exercise their redemption rights?

A:     BWAQ Shareholders may vote in favor of the Business Combination Proposal and the Merger Proposal and exercise their redemption rights. Accordingly, the Transactions may be consummated even though the funds available from the Trust Account and the number of BWAQ Shareholders are substantially reduced as a result of redemption by BWAQ Shareholders. The BWAQ Charter provides that the Transactions shall not be consummated if, upon the consummation of the Transactions, BWAQ does not have at least $5,000,001 in net tangible assets after giving effect to the payment of amounts that BWAQ shall be required to pay to redeeming shareholders upon consummation of the Transactions. However, pursuant to the Sponsor Support Agreement dated as of August 10, 2023 by and among BWAQ, PubCo and the Sponsor (the “Sponsor Support Agreement”), the Sponsor has agreed not to redeem its BWAQ Ordinary Shares. In the event of significant redemptions, with fewer shares and fewer BWAQ Shareholders, the trading market for PubCo Ordinary Shares may be less liquid than the market for BWAQ Ordinary Shares was prior to the Transactions. In addition, in the event of significant redemptions, PubCo may not be able to meet the Nasdaq listing standards. It is a condition to consummation of the Transactions in the Business Combination Agreement that the PubCo Ordinary Shares to be issued in connection with the Transactions shall

have been approved for listing on Nasdaq, subject only to official notice of issuance thereof. PubCo and BWAQ have certain obligations in the Business Combination Agreement to use reasonable best efforts in connection with the Transactions, including with respect to satisfying the Nasdaq listing condition.

Q:     Do I have appraisal or dissenters’ rights if I object to the proposed Transactions?

A:     Holders of record of BWAQ Ordinary Shares may have appraisal rights in connection with the Merger under the Cayman Companies Act (“Dissent Rights”). Holders of record of BWAQ Ordinary Shares wishing to exercise such Dissent Rights and make a demand for payment of the fair value for his, her or its BWAQ Ordinary Shares must give written objection to the Merger to BWAQ prior to the shareholder vote at the Extraordinary General Meeting to approve the Merger and follow the procedures set out in Section 238 of the Cayman Companies Act, noting that any such dissenter rights may subsequently be lost and extinguished pursuant to Section 239 of the Cayman Companies Act which states that no such dissenter rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the merger are listed on a national securities exchange. If any BWAQ shareholder exercises Dissent Rights, then BWAQ and PubCo may elect to consummate the Merger after the expiry date of the period allowed for written notice of an election to dissent in order to invoke the exemption under Section 239 of the Cayman Companies Act, in which case dissenter rights will no longer be available. It is BWAQ’s view that such fair market value would equal the amount which shareholders would obtain if they exercised their redemption rights as described herein. A BWAQ shareholder which elects to exercise Dissent Rights must do so in respect of all of the BWAQ Ordinary Shares that person holds and will lose their right to exercise their redemption rights as described herein. See “Extraordinary General Meeting of BWAQ Shareholders — Appraisal Rights under the Cayman Companies Act.”

         BWAQ shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Cayman Companies Act.

Q:     Can I exercise redemption rights and appraisal or dissenters’ rights under the Cayman Islands Companies Act?

A:     No. Any BWAQ Public Shareholder who elects to exercise Dissent Rights (which dissent rights are discussed in the section titled “Do I have appraisal or dissent rights if I object to the proposed Transactions?”) will lose their right to have their BWAQ Public Shares redeemed. The certainty provided by the redemption process may be preferable for BWAQ Public Shareholders wishing to exchange their BWAQ Public Shares for cash. This is because Dissent Rights may subsequently be lost and extinguished pursuant to Section 239 of the Cayman Companies Act which states that no such dissenter rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the merger are listed on a national securities exchange, in which case any BWAQ Public Shareholder who has sought to exercise Dissent Rights would only be entitled to receive the merger consideration.

Q:     I am a BWAQ warrantholder. Why am I receiving this proxy statement/prospectus?

A:     As a holder of BWAQ Warrants, each of which shall, pursuant to the Business Combination Agreement, be automatically converted into one PubCo Warrant exercisable for PubCo Ordinary Shares in accordance with its terms, you shall be entitled to purchase such number of PubCo Ordinary Share at a purchase price of $11.50 upon consummation of the Transactions pursuant to the Warrant Assumption Agreement. This proxy statement/prospectus includes important information about PubCo, TOYO Solar and the business of TOYO Solar. Since holders of BWAQ Warrants shall become holders of PubCo Warrants and may become holders of PubCo Ordinary Shares upon consummation of the Transactions, we urge you to read the information contained in this proxy statement/prospectus carefully.

Q:     What happens to the funds deposited in the Trust Account after consummation of the Transactions?

A:      Of the net proceeds of the BWAQ IPO (including the net proceeds of the underwriters’ full exercise of their over-allotment option) and simultaneous private placements, a total of $92.92 million was placed in the Trust Account immediately following the BWAQ IPO. On May 2, 2023, BWAQ held an extraordinary general meeting of the shareholders of BWAQ (the “May 2023 Meeting”), where the shareholders of BWAQ approved to amend the BWAQ’s then existing amended and restated memorandum and articles of association to extend the prescribed

timeline for BWAQ to complete a business combination. In connection with the May 2023 Meeting, 2,612,769 BWAQ Class A Ordinary Shares were rendered for redemption, and approximately $27.41 million was released from the Trust Account to pay such redeeming shareholders. On June 30, 2023, BWAQ held an extraordinary general meeting of the shareholders of BWAQ (the “June 2023 Meeting”), where the shareholders of BWAQ approved to amend the BWAQ’s then existing amended and restated memorandum and articles of association to further extend the prescribed timeline for BWAQ to complete a business combination. In connection with the June 2023 Meeting, 2,749,465 BWAQ Class A Ordinary Shares were rendered for redemption, and approximately $29.31 million was released from the Trust Account to pay such redeeming shareholders. On March 26, 2024, BWAQ held an extraordinary general meeting in lieu of annual general meeting of the shareholders of BWAQ (the “March 2024 Meeting”), where the shareholders of BWAQ approved to amend the BWAQ’s then existing amended and restated memorandum and articles of association to extend the prescribed timeline for BWAQ to complete a business combination. In connection with the March 2024 Meeting, 1,059,186 BWAQ 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 a result of the foregoing, as of the date hereof, there were 2,778,580 remaining BWAQ Public Shares issued and outstanding and there was approximately $31.28 million remaining in the Trust Account as of the Record Date.

After consummation of the Transactions, the funds in the Trust Account shall be released to pay holders of the BWAQ Ordinary Shares who exercise redemption rights and to pay fees and expenses incurred in connection with the Transactions with TOYO Solar. Any remaining funds shall remain on the balance sheet of PubCo after Merger Closing in order to fund TOYO Solar’s existing operations and support new and existing growth initiatives.

Q:     What happens if the Transactions are not consummated?

A:     BWAQ has until May 2, 2024 (or up to November 2, 2024, if extended, or such later date as may be approved by BWAQ Shareholders in an amendment to the BWAQ Charter), to complete a business combination. If BWAQ does not complete the Transactions with TOYO Solar, for whatever reason, by May 2, 2024 (or up to November 2, 2024, if extended, or such later date as may be approved by BWAQ Shareholders in an amendment to the BWAQ Charter), BWAQ may search for another target business with which to complete a business combination. If BWAQ is not able to complete a business combination by May 2, 2024 (or up to November 2, 2024, if extended, or such later date as may be approved by BWAQ Shareholders in an amendment to the BWAQ Charter), BWAQ must redeem 100% of the BWAQ Public Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account (less taxes payable and up to $50,000 interest to pay dissolution expenses) divided by the number of then-outstanding BWAQ Public Shares.

Q:     When do you expect the Transactions to be completed?

A:     The Transactions are expected to be consummated promptly following the satisfaction, or waiver, of the conditions precedent to Merger Closing set forth in the Business Combination Agreement, including the approval of the Business Combination Proposal and the Merger Proposal by the holders of BWAQ Ordinary Shares. For a description of the conditions for the completion of the Transactions, see “The Business Combination Agreement and Other Transaction Documents — Conditions to Merger Closing.” However, there can be no assurance that such conditions will be satisfied or waived or that the Transactions will occur.

Q:     What else do I need to do now?

A:     BWAQ urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Transactions shall affect you as a shareholder of BWAQ. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     How do I attend the Extraordinary General Meeting?

A:     The Extraordinary General Meeting shall be held on [__], at [9:00] a.m., Eastern Time, at the offices of Robinson & Cole LLP located at 666 Third Avenue, 20th Floor, New York, NY 10017, and virtually via teleconference using the dial-in information: +1 813-308-9980 (Access Code: 173547), or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.

Shareholders may attend the Extraordinary General Meeting in person, and you are also encouraged to attend the Extraordinary General Meeting virtually at your convenience.

FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes statements that express BWAQ’s, PubCo’s and TOYO Solar’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results of operations or financial condition and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus and include statements regarding BWAQ’s, PubCo’s and TOYO Solar’s intentions, beliefs or current expectations concerning, among other things, the Transactions, the benefits and synergies of the Transactions, including anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, the markets in which TOYO Solar operates as well as any information concerning possible or assumed future results of operations of the combined company after the consummation of the Transactions. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting BWAQ, TOYO Solar and PubCo. Factors that may impact such forward-looking statements include, but are not limited to:

•        TOYO Solar is a newly established company with no track record of success;

•        PubCo expects to require significant additional capital, which it expects to fund through additional debt and equity financing, to support its business growth, and such capital may not be available on commercially reasonable terms or at all, which may impose restrictions on capital raising activities and or other financial or operational matters or lead to dilution of your interest in TOYO Solar and PubCo;

•        TOYO Solar is a new entrant in the solar industry and faces risks in the marketing and sale of its products in international markets where it plans to deliver in the future;

•        TOYO Solar and PubCo’s ability to successfully introduce and market new products and services;

•        TOYO Solar and PubCo’s ability to grow and market its brand and products in markets outside Vietnam and manage any negative publicity which may harm its brand, reputation, public credibility and consumer confidence;

•        TOYO Solar and PubCo’s ability to successfully compete in the highly competitive solar industry;

•        TOYO Solar and PubCo’s ability to control the costs associated with its operations;

•        TOYO Solar and PubCo depend, directly and indirectly, on suppliers for component parts and raw materials and any failure on the part of the suppliers to deliver such supplies according to TOYO Solar or PubCo’s schedule and at prices, quality and volumes acceptable to TOYO Solar and/or PubCo, could materially and adversely affect its business, results of operations and financial condition;

•        TOYO Solar and PubCo’s ability to create and maintain its relationship with critical suppliers;

•        TOYO Solar and PubCo’s future construction of manufacturing facilities outside of Vietnam as well as the current construction and future expansion of its production capacity within Vietnam may be subject to delays or cost overruns, may not produce expected benefits or may cause TOYO Solar and PubCo to not meet its projections for future production capacity;

•        Demand for, and consumers’ willingness to adopt solar products, which may be affected by various factors, including developments in solar products or alternative clean energy solutions;

•        The unavailability, reduction or elimination of government and economic incentives or government-issued regulations and policies which are favorable for manufacturers and buyers of solar products;

•        Any failure to maintain an effective system of internal control over financial reporting in the future and any failure to accurately and timely report TOYO Solar and PubCo’s financial condition, results of operations or cash flows could adversely affect investor confidence;

RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus. Certain of the following risk factors apply to the business and operations of TOYO Solar and will also apply to the business and operations of PubCo following the completion of the Pre-Merger Reorganization. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Transactions, and may have a material adverse effect on the business, financial condition, results of operations, prospects and trading price of PubCo following the Transactions. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by PubCo, BWAQ and TOYO Solar, which later may prove to be incorrect or incomplete. PubCo, BWAQ and TOYO Solar may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, but which may also ultimately have an adverse effect on any such party.

Risks Related to TOYO Solar and PubCo’s Business and Industry

Unless the context otherwise requires, all references in this subsection to “we,” “us” or “our” refer to the business of TOYO Solar prior to the consummation of the Pre-Merger Reorganization, and collectively to PubCo and its subsidiaries, including TOYO Solar, following the consummation of the Pre-Merger Reorganization.

Our operating history is short and may not provide you with an adequate basis upon which to evaluate our business and prospects.

We are an early-stage company incorporated in November 2022 to separate the solar cell and module production businesses from VSUN, our affiliate and a majority-owned subsidiary of Fuji Solar. We commenced construction of our solar cell plant Vietnam in December 2022 and have complete the phase 1 construction of the cell plant with a designated annual capacity of 3GW, which has commenced commercial production since October 2023. The phase 2 construction is expected to commence in the second half of 2024, the completion of which is expected to extend our annual solar cell production capacity to a total of 6GW. Our operating history may be too short to give you a sufficient basis for evaluating our business, financial performance and prospects. We may not be able to achieve similar results or growth in future periods. Accordingly, you should not rely on our results of operations for any prior periods as an indication of our future performance.

We derived revenue from sales of solar cells since October 2023, almost entirely of which was from sales of solar cells to VSUN, our affiliate, during the year ended December 31, 2023, with whom we do not enter into long-term contracts. If we do not diversify our customer base in the near future, or if we lose VSUN as our customer, our business may be materially adversely affected.

As an early-stage company, we manufacture and supply our solar cells under the “TOYO Solar” brand to our affiliate VSUN and a select group of PV module manufacturers. As of the date of this proxy statement/prospectus, we have entered into supply agreements with over 15 solar cell customers and are in active negotiation with several potential customers to supply our solar cells. We derived revenue from sales of solar cells to these customers since October 2023, almost entirely of which was from the sales to VSUN, our affiliate, during the year ended December 31, 2023. See “Information Related to PubCo — Customers and Sales — Existing and Future Arrangements with VSUN” for more details. Loss of business from VSUN or other future major customers could reduce our revenues and significantly harm our business. We expect that we will continue to depend on a relatively small number of customers for a significant portion of our revenue and may experience fluctuations in the distribution of the revenue among our largest customers. The volume of sale to specific customers is likely to vary from year to year. A major customer in one year may not provide the same level of revenues for us in any subsequent year. For additional concentration risks, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PubCo — Quantitative and Qualitative Disclosures about Market Risk — Concentration risk.”

We have incurred operating losses historically, and we may in the future incur significant additional expenses and operating losses.

As an early-stage company incorporated on November 8, 2022, we have incurred operating losses historically and have a history of negative operating cash flows. We incurred a net loss of $0.2 million for the year ended December 31, 2022, and recorded a net income of $9.9 million for the year ended December 31, 2023. There can be no assurance that we will achieve profitability and/or maintain profitability in the future. Our potential profitability is particularly dependent upon the growth of the market for solar energy solutions, which may not occur at the levels we currently anticipate or at all. There can be no assurance that our future cashflows from operating activities or financing activities including equity financing will be sufficient to support the ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If we are unable to raise sufficient financing or events or circumstances occur such that we do not meet the strategic plans, we will be required to reduce certain discretionary spending, or be unable to fund capital expenditures, which would have a material adverse effect on our financial position, results of operations, cash flows, and ability to achieve our intended business objectives.

If we are not able to successfully manage our growth strategy, our business operations and financial results may be adversely affected.

Our expected future growth presents numerous managerial, administrative and operational challenges. Our ability to manage the growth of our operations will require us to continue to improve our management information systems and our other internal systems and controls. In addition, our growth will increase our need to attract, develop, motivate, and retain both our management and professional employees. Incorporated in November 2022, we are in a nascent journey of growing our business, recruiting employees and transferring certain employees from VSUN to TOYO Solar in connection with the separation of solar cell and module businesses from VSUN. Furthermore, we will need to establish our relationships with customers, suppliers and other third parties and enter into relevant commercial agreements that are critical to our business growth. While in line with the overall strategy of Fuji Solar and its controlling shareholder, WWB, we are preparing ourselves for the manufacturing of solar PV modules for sales in the United States, allowing our affiliate VSUN to focus on ex-U.S. PV module markets, as of the date of this proxy statement/prospectus, we have not finalized the non-compete arrangement with VSUN memorializing such strategy and understanding. We cannot assure you that our planned operations, personnel, systems, internal procedures and controls will be able to support our future growth as expected. If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, successfully execute our business strategies or respond to competitive pressures, and our results of operations may be adversely affected.

The demand for solar energy and/or our products is impacted by many factors outside of our control, and if such demand does not continue to grow or grows at a slower rate than we anticipate, our business and prospects will suffer.

Our future success depends on continued demand for solar energy. Solar energy is a rapidly evolving and competitive market that has experienced substantial changes in recent years, and we cannot be certain that developers, owners and operators of solar projects and other solar market players will remain active in the market or that new potential customers will pursue solar energy as an energy source at levels sufficient to grow our business. The demand for solar energy and/or our products may be affected by many factors outside of our control, including:

•        availability, scale and scope of government subsidies, economic incentives and financing sources to support the development and commercialization of solar energy solutions;

•        levels of investment by project developers and owners of solar energy products, which tend to decrease when economic growth slows;

•        the emergence, continuance or success of, or increased government support for, other alternative energy generation technologies and products;

•        local, state and federal permitting and other regulatory requirements related to environmental, land use and transmission issues, each of which can significantly impact the feasibility and timelines for solar projects;

•        technical and regulatory limitations regarding the interconnection of solar energy systems to the electrical grid;

•        the cost and availability of raw materials and components necessary to produce solar energy, such as polysilicon; and

•        regional, national or global macroeconomic trends, which could affect the demand for new energy resources.

If demand for solar energy fails to continue to grow, demand for our products will plateau or decrease, which would have an adverse impact on our ability to increase our revenue and grow our business. If we are not able to mitigate these risks and overcome these difficulties successfully, our business, financial condition and results of operations could be materially and adversely affected.

Our failure to win new contracts and purchase orders may adversely affect our business operations and financial results.

Our business depends on our ability to win contracts and purchase orders with customers. Contract proposals and negotiations are complex and frequently involve a lengthy bidding and selection process, which is affected by a number of factors. These factors include market conditions, financing arrangements, and required governmental approvals. If negative market conditions arise, or if we fail to secure adequate financial arrangements or the required government approvals, we may not be able to pursue particular projects, which could adversely affect our profitability. If we fail to complete a project in a timely manner, miss a required performance standard, or otherwise fail to adequately perform on a project, then we may incur a loss on that project, which may reduce or eliminate our overall profitability.

Our business may in the future benefit in part from local and international government support for renewable energy, and a decline in such support could harm our business.

We may in the future benefit in part from legislation and government policies that support renewable energy. If so, we cannot assure you that we will continue to receive government grants and subsidies in future periods at a similar level or at all. The availability and size of subsidies and incentives depend, to a large extent, on political and policy developments relating to environmental concerns and other macro-economic factors. Moreover, government incentive programs are expected to gradually decrease in scope or be discontinued as solar power technology improves and becomes more affordable relative to other types of energy. Negative public or community response to solar energy projects could adversely affect the government support and approval of our solar energy business. Adverse changes in government regulations and policies relating to the solar energy industry and their implementation, especially those relating to economic subsidies and incentives, could significantly reduce the profitability of our business and materially adversely affect the state of the industry.

If we are no longer able to benefit from the competitive edge from our relationship with Fuji Solar, WWB, Abalance Corporation and VSUN, our business may be adversely affected.

We derive a competitive edge from our relationship with Fuji Solar, WWB, Abalance Corporation and VSUN. Fuji Solar is our affiliate and a majority-owned subsidiary of WWB, a Japanese company that develops photo voltaic systems and sells construction equipment and related parts. WWB is a subsidiary of Abalance Corporation, a public company listed on the Tokyo Stock Exchange that is engaged in the investment, development, construction and operation of solar energy projects globally. VSUN, our affiliate and a majority-owned subsidiary of Fuji Solar, is a specialized PV modules producer with an established presence and brand recognition in regions including the United States, Europe and Asia. We have derived business and financial support from our affiliates. See “Certain Relationships and Related Person Transactions — PubCo Relationships and Related Party Transactions” for further details. We manufacture and supply our solar cells under the “TOYO Solar” brand to our affiliate VSUN and a select group of PV module manufacturers. Before we obtain the requisite certifications to independently manufacture and supply solar PV modules, we intend to manufacture and supply our solar PV modules in collaboration with VSUN, leveraging the latter’s certification and brand name. However, we cannot assure you that we will continue to maintain our relationship with certain affiliates in the future. To the extent we cannot maintain our cooperative relationship with our affiliates on reasonable terms or at reasonable prices or at all, we will need to source other partners to provide services or financial support, which could result in material and adverse effects to our business and results of operations. In addition, any event or publicity that adversely affects the business or reputation, including litigation,

regulatory or other matters, of our affiliates, could also have an adverse impact on our brand and reputation, even if such event or publicity is not associated with our products and services. We may incur additional costs in addressing such matters regardless of merit or outcome. This may also divert our management’s time and attention.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

We have experienced operating losses and negative operating cash flows during the period from our inception in November 2022 to December 31, 2022, but recorded positive income for the year ended December 31, 2023. For the period since inception to December 31, 2022, we reported a net loss of $0.2 million. For the year ended December 31, 2023, we reported a net income of $9.9 million. These conditions raise substantial doubt about our ability to continue as a going concern. Our liquidity is based on our ability to generate cash from operating activities to fund our general operations and capital expansion needs. Our ability to continue as a going concern is dependent on our management’s ability to successfully execute our business plan, which includes increasing revenue while controlling operating cost and expenses to generate positive operating cash flows and obtain financing from outside sources.

The financial statements included elsewhere in this proxy statement/prospectus do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the financial statements included elsewhere in this proxy statement/prospectus have been prepared on a basis that assumes that we will continue to operate as a going concern, which contemplate the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. For further information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PubCo — Liquidity, Capital Resources and Going Concern.”

We may require significant additional capital to fund our operations and pursue our growth strategy. If we cannot obtain additional funding on terms satisfactory to us when we need it, our growth prospects and future profitability may be materially and adversely affected.

We may require significant additional capital to fund our operations and pursue our growth strategy, including, without limitation, to fund the construction of our cell plant, as well as PV module plant and wafer slicing plant in the future. We may also require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue, as well as our research and development activities in order to remain competitive.

Our ability to obtain external financing is subject to a number of uncertainties, including:

•        our future financial condition, results of operations and cash flow;

•        the general condition of the global equity and debt capital markets;

•        regulatory and government support, such as subsidies, tax credits and other incentives;

•        the continued confidence of banks and other financial institutions in our company and the solar power industry;

•        economic, political and other conditions in jurisdictions where we operate; and

•        our ability to comply with any financial covenants under the debt financing.

We may not be able to obtain loans or additional capital on acceptable terms or at all. Any additional equity financing may be dilutive to our shareholders and any debt financing may require restrictive covenants. Additional funds may not be available on terms commercially acceptable to us. Failure to manage discretionary spending and raise additional capital or debt financing as required may adversely impact our ability to achieve our intended business objectives.

The oversupply of solar cells and modules in the solar industry may cause substantial downward pressure on the prices of our products and reduce our revenue and earnings.

If the solar industry experiences oversupply across the value chain in the future, continued increases in solar module production in excess of market demand may result in further downward pressure on the price of our solar cell products and potentially our future solar module products. Increasing competition could also result in us losing sales or market share. If we are unable, on an ongoing basis, to procure silicon or solar wafers at reasonable prices, or mark

up the price of our solar cell products, or future solar modules, to cover our manufacturing and operating costs, our revenue and gross margin will be adversely impacted, either due to higher costs compared to our competitors or due to inventory write-downs, or both. In addition, our market share may decline if our competitors are able to price their products more competitively.

We may face risks associated with the current and future manufacturing, marketing, distribution and sale of our products internationally and the construction and operation of our overseas manufacturing facilities. If we are unable to effectively manage these risks, our business and operations abroad may be adversely affected and our ability to maintain, develop and expand our business abroad may be restricted.

While we are headquartered in Japan, we have constructed a solar cell plant in Vietnam and plan to build a solar PV plant in the United States. The current and future manufacturing, marketing, distribution and sale of our products internationally, as well as the construction and operation of our manufacturing facilities internationally may expose us to a number of risks, including those associated with:

•        fluctuations in currency exchange rates;

•        costs associated with understanding local markets and trends;

•        costs associated with establishment of overseas manufacturing facilities;

•        marketing and distribution costs;

•        customer services and support costs;

•        risk management and internal control structures for our overseas operations;

•        compliance with the different commercial, operational, environmental and legal requirements;

•        obtaining or maintaining certifications for production, marketing, distribution and sales of our products or, if applicable, services;

•        maintaining our reputation as an environmentally friendly enterprise for our products or services;

•        obtaining, maintaining or enforcing intellectual property rights;

•        changes in prevailing economic conditions and regulatory requirements;

•        transportation and freight costs;

•        employing and retaining manufacturing, technology, sales and other personnel who are knowledgeable about, and can function effectively in, overseas markets;

•        trade barriers such as trade remedies, which could increase the prices of the raw materials for our solar products, and export requirements, tariffs, taxes and other restrictions and expenses, which could increase the prices of our products and make us less competitive in some countries;

•        challenges due to our unfamiliarity with local laws, regulation and policies, our absence of significant operating experience in local market, increased cost associated with establishment of overseas operations and maintaining a multinational organizational structure; and

•        other various risks that are beyond our control.

Our manufacturing capacity in Vietnam requires us to comply with different laws and regulations, including national and local regulations relating to production, environmental protection, employment and the other related matters. Our failure to obtain the required approvals, permits, licenses, filings or to comply with the conditions associated therewith could result in fines, sanctions, suspension, revocation or non-renewal of approvals, permits or licenses, or even criminal penalties, which could have a material adverse effect on our business, financial condition and results of operations.

For example, the U.S. government has begun enforcing a long-existing ban on U.S. importation of products produced with forced labor in ways that may adversely affect our business. Section 307 of the U.S. Tariff Act of 1930, as amended, (“Section 307”), prohibits U.S. importation of goods that are produced or manufactured, wholly or in part, in any non-U.S. country by forced or indentured labor. On June 24, 2021, U.S. Customs and Border Protection (CBP)

issued a Withhold Release Order against Hoshine Silicon Industry Co. Ltd. (“Hoshine WRO”). As a result, personnel at all U.S. ports of entry have been instructed to immediately begin detaining shipments that contain silica-based products made by Hoshine or materials and goods derived from or produced using those silica-based products.

On December 23, 2021, President Biden signed the Uyghur Forced Labor Prevention Act (the “UFLPA”) into law. The UFLPA aims to strengthen the existing laws on forced labor by prohibiting the importation and entry of any goods made with forced labor in the Xinjiang Uyghur Autonomous Region (“XUAR”) of the PRC, and establishes several enforcement mechanisms and procedures to do so. Since June 21, 2022, CBP has begun applying the “Rebuttal Presumption” established in Section 3 of UFLPA and prohibits any “goods, wares, articles, or merchandise mined, produced, or manufactured wholly or in part in the XUAR” or produced by an entity on the list to be issued pursuant to the UFLPA, unless CBP determines that importer of record has (i) fully complied with the supply chain guidance described in Section 2 of the UFLPA and any accompanying regulations, and (ii) completely and substantively responded to inquiries for information by CBP. Pursuant to UFLPA, the U.S. government issued a list of entities involved in and products produced from forced labor, “guidance to importers” with respect to forced labor due diligence as well as a strategy report to prevent importation of goods produced with forced labor.

In addition to the actions taken or being considered by the U.S. government as discussed above, there is a growing concern regarding the alleged use of forced labor issue in the XUAR in the European Union, Australia, Japan and certain other countries. For example, in June 2022, the European Parliament passed Resolution on the human rights situation in the XUAR, including the Xinjiang police files. European Commission issued, on September 14, 2022, a Proposal for a Regulation of the European Parliament and of the Council on prohibiting products made with forced labour on the European Union. If any new legislation or regulatory action with respect to these issues were to be enacted in those regions that impose additional restrictions or requirements on importation of goods that are produced or manufactured, wholly or in part, in the XUAR, our business and operation in these regions would be adversely affected.

Although such policies have impacted the operations of some participants in the solar industry, our operations have not yet been adversely affected by Hoshine WRO or UFLPA or other regulations or government initiatives discussed above. However, there is no guarantee that our operations will not be materially adversely affected by laws and regulations in the United States or other jurisdictions in the future. As we enter into new markets in different jurisdictions, we will face different business environments and industry conditions, and we may spend substantial resources familiarizing ourselves with the new environment and conditions. To the extent that our business operations are affected by unexpected and adverse economic, regulatory, social and political conditions in the jurisdictions in which we have operations, we may experience project disruptions, loss of assets and personnel, and other indirect losses that could adversely affect our business, financial condition and results of operations. Any of these events may increase the related costs, or impair our ability to run our operations in the future on a cost effective basis, which could in turn have a material adverse effect on our business and results of operations.

We may not be able to obtain sufficient raw materials in a timely manner or on commercially reasonable terms, which could have a material adverse effect on our results of operations and financial condition.

The prices of polysilicon, the essential raw material for solar cell and module products and silicon wafers have been subject to significant volatility. The price of polysilicon increased significantly in 2020 due to the supply shortage of polysilicon. In the first half of 2020, supply of polysilicon was negatively affected by the decreasing downstream demand due to the COVID-19 pandemic. In the second half of 2020, the production capacity of polysilicon of some key manufacturing facilities reduced due to the explosion accidents and maintenance activities, which further intensified the supply shortage. The price of the polysilicon began to decline in the first quarter of 2023, which stimulated the module demand globally.

Although the global supply of polysilicon has increased significantly, we may experience interruption to our supply of silicon or other raw materials or late delivery in the future for the following reasons, among others:

•        suppliers under our raw materials supply contracts may delay deliveries for a significant period of time without incurring penalties;

•        our virgin polysilicon suppliers may not be able to meet our production needs consistently or on a timely basis;

•        compared with us, some of our competitors who also purchase virgin polysilicon from our suppliers have longer and stronger relationships with and have greater buying power and bargaining leverage over some of our key suppliers; and

•        our supply of silicon or other raw materials is subject to the business risk of our suppliers, some of whom have limited operating history and limited financial resources, and one or more of which could go out of business for reasons beyond our control in the current economic environment.

Our failure to obtain the required amounts of silicon raw materials and other raw materials, such as glass, in a timely manner and on commercially reasonable terms could increase our manufacturing costs and substantially limit our ability to meet our contractual obligations to our customers. Any failure by us to meet such obligations could have a material adverse effect on our reputation, ability to retain customers, market share, business and results of operations and may subject us to claims from our customers and other disputes. Furthermore, our failure to obtain sufficient silicon and other raw materials would result in under-utilization of our production facilities and an increase in our marginal production costs. Any of the above events could have a material adverse effect on our growth, profitability and results of operations.

Several of our key raw materials and components are sourced from a limited number of suppliers, and their failure to perform could cause manufacturing delays and impair our ability to deliver solar cells and/or modules to customers in the required quality and quantities and at a price that is profitable to us.

Our failure to obtain raw materials and components that meet our quality, quantity, and cost requirements in a timely manner could interrupt or impair our ability to manufacture our solar modules, or increase our manufacturing costs. Several of our key raw materials and components are sourced from a limited number of suppliers. As a result, the failure of any of our suppliers to perform could disrupt our supply chain and adversely impact our operations. In addition, our suppliers may be unable to supply our increasing demand for raw materials and components as we expand or seek to expand our business. We may be unable to identify new suppliers or qualify their products for use on our production lines in a timely manner and on commercially reasonable terms. A constraint on our production may result in our inability to meet our capacity plans and/or our obligations under our customer contracts, which would have an adverse impact on our business. Additionally, reductions in our production volume may put pressure on suppliers, resulting in increased material and component costs.

In particular, we are dependent on VSUN’s subsidiary as a crucial supplier of monocrystalline silicon wafer, which accounted for approximately 64.5% of our total purchase of inventories for the year ended December 31, 2023. In addition, one third party supplier accounted for approximately 14.8% of our total purchase of inventories for the year ended December 31, 2023. Monocrystalline silicon wafer is the critical material for the production of solar cells, and we may not be able to find replacements or immediately transition to alternative suppliers if necessary. If our supplier delays or discontinues the manufacture of monocrystalline silicon wafer, we may experience delays in shipments, increased costs and cancellation of orders for our products. Failure to establish cost-effective alternative suppliers within reasonable timeframes, or encountering difficulties in sourcing monocrystalline silicon wafers from other third parties, could have adverse effects on our business and operational performance. For additional concentration risk, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PubCo — Quantitative and Qualitative Disclosures about Market Risk — Concentration risk.”

Failure of third parties to manufacture quality products or provide reliable services in a timely manner could cause delays in the delivery of our services and completion of our projects, which could damage our reputation, have a negative impact on our relationships with our customers and adversely affect our growth.

Our success depends on our ability to provide services and complete projects in a timely manner, which in part depends on the ability of third parties to provide us with timely and reliable products and services. In providing our services and completing our projects, we rely on products that meet our design specifications and components manufactured and supplied by third parties, as well as on services performed by subcontractors. We will also rely on subcontractors to perform substantially all of the construction and installation work related to our projects; and we may need to engage subcontractors with whom we have no experience for our projects. If any of our subcontractors are unable to provide services that meet or exceed our customers’ expectations or satisfy our contractual commitments, our reputation, business and operating results could be harmed. In addition, if we are unable to avail ourselves of warranty and other contractual protections with providers of products and services, we may incur liability to our customers or additional costs related to the affected products and components, which could have a material adverse effect on our business, financial condition and operating results. Moreover, any delays, malfunctions, inefficiencies or interruptions in these products or services could adversely affect the quality and performance of our solutions and require considerable expense to establish alternate sources for such products and services. This could cause us to experience difficulty retaining current customers and attracting new customers, and could harm our brand, reputation and growth.

Prepayment arrangements to our suppliers, if any, may expose us to the credit risks of such suppliers and may also significantly increase our costs and expenses, which could in turn have a material adverse effect on our financial condition, results of operations and liquidity.

As we conduct our business in the ordinary course, we may incur prepayment obligations for the procurement of silicon raw materials or the construction of our projects. Our prepayments, secured or unsecured, may expose us to the credit risks of our suppliers, and reduce our chances of obtaining the return of such prepayments in the event that our suppliers become insolvent or bankrupt. Moreover, we may have difficulty recovering such prepayments if any of our suppliers fails to fulfil its contractual delivery obligations to us. Accordingly, a default by our suppliers to whom we have made substantial prepayment may have a material adverse effect on our financial condition, results of operations and liquidity.

Decreases in the price of solar power products, including solar modules, may result in additional provisions for inventory losses.

We typically plan our production and inventory levels based on our forecasts of customer demand, which may be unpredictable and can fluctuate materially. Recent market volatility has made it increasingly difficult for us to accurately forecast future product demand trends and the prices of solar power products. If the prices of solar power products continue to decrease, the carrying value of our existing inventory may exceed its market price in future periods, thus requiring us to make additional provisions for inventory valuation, which may have a material adverse effect on our financial position and results of operations.

Shortage or disruption of electricity supply may adversely affect our business.

We consume a significant amount of electricity in our operations. We cannot assure you that there will not be disruptions or shortages in our electricity supply or that there will be sufficient electricity available to us to meet our future requirements. Shortages or disruptions in electricity supply and any increases in electricity costs may significantly disrupt our normal operations, cause us to incur additional costs and adversely affect our profitability.

Computer malware, viruses, ransomware, hacking, phishing attacks and other network disruptions could result in security and privacy breaches, loss of proprietary information and interruption in service, which would harm our business.

Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in our services and operations and loss, misuse or theft of data. Computer malware, viruses, ransomware, hacking, phishing attacks or denial of service, against online networks have become more prevalent and may occur on our systems. Any attempts by cyber attackers to disrupt our services or systems, if successful, could harm our business, introduce liability to data subjects, result in the misappropriation of funds, be expensive to remedy and damage our reputation or brand. Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks. In addition, cyber-attacks and malicious internet-based activity directed at supply chains have increased in frequency and severity, and we cannot guarantee that third parties in our supply chain or our third-party partners’ supply chains have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information technology systems or the third-party information technology systems that support us and our operations. Notwithstanding the security measures we have implemented, such as managed security services, that are designed to detect and protect against cyber-attacks, and any additional measures we may implement or adopt in the future, our facilities and systems, and those of our third-party service providers, could be vulnerable to security breaches, computer viruses, lost or misplaced data, programming errors, scams, burglary, human errors, acts of vandalism, or other events. Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and we may not be able to cause the implementation or enforcement of such preventions with respect to our third-party vendors. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm our reputation, brand and ability to attract customers.

There are several factors ranging from human error to data corruption that could materially impact the efficacy of any processes and procedures designed to enable us to recover from a disaster or catastrophe, including by lengthening the time services that are partially or fully unavailable to customers and users. It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular cyber-attack, disaster or catastrophe or other disruption, especially during peak periods, which could cause additional reputational damages, or loss of revenues, any of which would adversely affect its business and financial results.

Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. This is especially so at the present time due to the uncertain and rapidly changing projections of the market opportunity and growth. The estimates and forecasts included in this proxy statement/prospectus relating to the size and expected growth of the target market and market demand may also prove to be inaccurate. The estimated addressable market may not materialize in the timeframe of the projections included herein, if ever, and even if the markets meet the size estimates and growth estimates presented in this proxy statement, our business could fail to grow at similar rates.

We expect to operate in a highly competitive industry, and our current or future competitors may be able to compete more effectively than we do, which could have a material adverse effect on our business, revenues, growth rates and market share.

The markets and industries in which we expect to compete in are highly competitive, with many companies of varying size and business models, many of which have their own proprietary technologies, competing for the same business as we do. Many of our competitors have longer operating histories and greater resources than us and could focus their substantial financial resources to develop a competitive advantage. Our competitors may also offer energy solutions at prices below cost, devote significant sales forces to competing with us or attempt to recruit our key personnel by increasing compensation, any of which could improve their competitive positions. Additionally, we expect competition to intensify in the future as existing competitors and new market entrants introduce new products into our markets. Any of these competitive factors could make it more difficult for us to attract and retain customers, increase our sales and marketing expenses, reduce profit margins, cause us to lower our prices in order to compete, and reduce our market share and revenues, any of which could have a material adverse effect on our financial condition and operating results. We can provide no assurance that we will continue to effectively compete against our current competitors or additional companies that may enter our markets.

In addition, we may also face competition based on technological developments that compete with our products and services. Our competitors may develop technology that would make ours noncompetitive or obsolete. If we do not keep pace with product and technology advances and otherwise keep our product offerings competitive, there could be a material and adverse effect on our competitive position, revenue and prospects for growth. Some of our existing competitors have, and some of our potential competitors could have, substantial competitive advantages such as:

•        greater name recognition, longer operating histories and larger customer bases;

•        larger sales and marketing budgets and resources;

•        broader and deeper product lines;

•        greater customer support resources;

•        greater resources to make acquisitions;

•        lower labor and research and development costs;

•        substantially greater financial and other resources; and

•        larger scale manufacturing operations.

Some of our expected larger competitors may have substantially broader product offerings and may be able to leverage their relationships with partners and customers based on other products to gain business in a manner that discourages potential customers from purchasing our concentrated solar power plants, including by selling at zero or negative margins or product bundling. In addition, innovative start-up companies and larger companies that are making significant investments in research and development may invent similar or superior technologies that compete with ours. Our current and potential competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their resources. If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, financial condition and results of operations could be adversely affected.

The solar industry faces competition from other types of renewable and non-renewable power industries.

The solar industry faces competition from other renewable energy companies and non-renewable power industries, including nuclear energy and fossil fuels such as coal, petroleum and natural gas. Technological innovations in these other forms of energy may reduce their costs or increase their safety. Large-scale new deposits of fossil fuel may be discovered, which could reduce their costs. Local governments may decide to strengthen their support for other renewable energy sources, such as wind, hydro, biomass, geothermal and ocean power, and reduce their support for the solar industry. The inability to compete successfully against producers of other forms of power would reduce our market share and negatively affect our results of operations.

Technological changes in the solar power industry could render our products uncompetitive or obsolete, which could reduce our market share and cause our revenue and net income to decline.

The solar power industry is characterized by evolving technologies and standards. These technological evolutions and developments place increasing demands on the improvement of our products, such as solar cells with higher conversion efficiency and larger and thinner silicon wafers and solar cells. Other companies may develop production technologies that enable them to produce silicon wafers, solar cells and solar modules with higher conversion efficiencies at a lower cost than our products. Some of our competitors are developing alternative and competing solar technologies that may require significantly less silicon than crystalline silicon wafers and solar cells, or no silicon at all. Technologies developed or adopted by others may prove more advantageous than ours for commercialization of solar power products and may render our products obsolete. As a result, we may need to invest significant resources in research and development to maintain our market position, keep pace with technological advances in the solar power industry, and effectively compete in the future. Our failure to further refine and enhance our products and processes or to keep pace with evolving technologies and industry standards could cause our products to become uncompetitive or obsolete, which could materially adversely reduce our market share and affect our results of operations.

Existing regulations and policies and changes to these regulations and policies may present technical, regulatory and economic barriers to the purchase and use of solar power products, which may significantly reduce demand for our products.

The market for electricity generation products is heavily influenced by government regulations and policies concerning the electric utility industry, as well as by policies adopted by electric utility companies. These regulations and policies often relate to electricity pricing and technical interconnection requirements for customer-owned electricity generation. In a number of countries, these regulations and policies are being modified and may continue to be modified. Customer purchases of, or further investment in the research and development of, alternative energy sources, including solar power technology, could be deterred by these regulations and policies, which could result in a significant reduction in the demand for our products. For example, without a regulatory mandated exception for solar power systems, utility customers may be charged interconnection or standby fees for putting distributed power generation on the electric utility grid. These fees could increase the cost of and reduce the demand for solar power, thereby harming our business, prospects, results of operations and financial condition.

In addition, we anticipate that solar power products and their installation will be subject to oversight and regulation in accordance with national and local regulations relating to building codes, safety, environmental protection, utility interconnection, and metering and related matters. Any new government regulations or utility policies pertaining to solar power products may result in significant additional expenses to the users of solar power products and, as a result, could eventually cause a significant reduction in demand for our products.

A drop in electricity prices may adversely affect our business, financial condition, and results of operations.

A decline in electricity prices could adversely affect the attractiveness of solar energy projects and consequently lead to a decrease in our product sales. Various factors might contribute to a reduction in electricity prices, including:

•        establishment of more efficient power generation plants that can produce electricity at a lower cost;

•        enhancements in transmission infrastructure, enabling more affordable or increased transmission of energy from distant, cost-effective sources;

•        a decrease in the cost of natural gas or other energy-producing fuels;

•        adjustments in utility rates and the reallocation of costs among customer classes;

•        drop in electricity demand, possibly driven by energy-saving technologies, initiatives to cut electricity usage, or economic downturns that reduce overall activity;

•        emergence of smart-grid technologies that can minimize peak energy demands;

•        innovations in customer-sited energy storage technologies that can lower a customer’s average electricity cost by utilizing off-peak times; and

•        the invention of new energy generation methods that can produce energy more affordably.

Should the expense of electricity produced by solar installations that incorporate our systems remain high in comparison to other energy sources, it may significantly impact our business, financial standing, and operational results negatively.

We may face termination and late charges and risks relating to the termination and amendment of certain equipment purchases contracts.

We transact with a limited number of equipment suppliers for all our principal manufacturing equipment and spare parts, including our diffusion furnaces, chemical vapor deposition systems, screen printers and solar cell testers and sorters. We may rely on certain major suppliers to provide a substantial portion of the principal manufacturing equipment and spare parts as part of our expansion plan in the future. If we fail to develop or maintain our relationships with these and other equipment suppliers, or should any of our major equipment suppliers encounter difficulties in the manufacturing or shipment of its equipment or spare parts to us, including due to natural disasters or otherwise failing to supply equipment or spare parts according to our requirements, it will be difficult for us to find alternative providers for such equipment on a timely basis and on commercially reasonable terms. As a result, our production and result of operation could be adversely affected.

If we choose to sell our products on credit terms, it may increase our working capital requirements and expose us to the credit risk of our customers.

To accommodate and retain customers in the negative market environment, many solar module manufacturers make credit sales and extend credit terms to customers, and this trend is expected to continue in the industry. If we choose to sell our products on credit terms, it may increase our working capital requirements and negatively affect our liquidity. We may not be able to maintain adequate working capital primarily through cash generated from our operating activities and may need to secure additional financing for our working capital requirements, which may not be available to us on commercially acceptable terms or at all. In addition, if we choose to sell our products on credit terms, we may be exposed to the credit risk of customers to which we have made credit sales in the event that any of such customers becomes insolvent or bankrupt or otherwise does not make timely payments. If these customers are not able to obtain satisfactory working capital, maintain adequate cash flow, or obtain construction financing for the projects where our solar products are used, they may be unable to pay for products they have ordered from us or for which they have taken delivery. Our legal recourse under such circumstances may be limited if the customers’ financial resources are already constrained or if we wish to continue to do business with these customers.

We may incur substantial indebtedness in the future which could adversely affect our business, financial condition and results of operations.

As we conduct our business in the ordinary course, we anticipate requiring a significant amount of cash to meet our capital requirements, including the expansion of our production capacity, as well as to fund our operations. We may incur substantial indebtedness in the future, and if so, we may not have sufficient funds available to meet our payment obligations in light of the amount of bank borrowings due in the near-term future, which could have significant consequences on our operations, including:

•        reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes as a result of our debt service obligations, and limiting our ability to obtain additional financing;

•        limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy; and

•        potentially increasing the cost of any additional financing.

Any of these factors and other consequences that may result from our substantial indebtedness could have an adverse effect on our business, financial condition and results of operations as well as our ability to meet our payment obligations under our debt.

In addition, we are exposed to various types of market risk in the normal course of business, including the impact of credit risk and foreign currency risk. We may incur gain or loss in relation to our change in the fair value of our financial instruments, if any. The change in fair value of financial instruments may fluctuate significantly from period to period due to factors that are largely beyond our control, and may result in us recording substantial gains or losses as a result of such changes.

PubCo relies principally on dividends and other distributions on equity paid by TOYO Solar, and limitations on their ability to pay dividends to us could have a material adverse effect on our business and results of operations.

As a result of the consummation of the Pre-Merger Reorganization, PubCo is a holding company holding 100% equity interest in SinCo, which in turn holds 100% equity interest in TOYO Solar, a principal operating subsidiary of PubCo and SinCo. As a result, PubCo relies principally on dividends paid by TOYO Solar, through SinCo, for cash requirements.

TOYO Solar can only distribute dividends/profits and remit such dividends/profits out of Vietnam to SinCo, provided that: (i) TOYO Solar is not permitted to distribute dividends/profits to its owner if it does not pay in full its debts and other financial obligations when due, (ii) TOYO Solar does not have any accumulated loss for the year of dividends/profits distribution, and (iii) TOYO Solar can only remit its dividends/profits offshore at the end of the financial year after fulfillment of all taxes and other financial obligations to the authority of Vietnam and submission of the audited financial statements and corporate income tax finalization form to the tax authorities. The dividend/profits must be remitted offshore through the direct capital account of TOYO Solar opened at a licensed bank in Vietnam. The tax authority must be notified at least seven working days prior to the date of remittance of dividends/profits offshore. In practice, the tax authority may object the dividend payment if TOYO Solar still has pending tax obligation.

In addition, in accordance with section 403 of the Companies Act 1967 of Singapore, no dividend is payable by SinCo to its shareholder(s) except out of profits; and any profits of SinCo applied towards the purchase or acquisition of its own shares and any gains derived by SinCo from the disposal of treasury shares shall not be payable as dividends. Payment of dividends must also be made in compliance with the constitution of SinCo, which provides that dividends may be declared at general meetings of shareholder(s) by ordinary resolution; however, any dividend declared must not exceed the amount recommended by SinCo’s directors. The directors may also from time to time pay to its shareholder(s) such interim dividend as appear to the directors to be justified by the profits of SinCo. Any dividends would be limited by the amount of profits and/or available distributable reserves of SinCo, which, under Singapore law, will be assessed on the basis of SinCo’s standalone unconsolidated accounts.

Failure to achieve satisfactory production volumes of our products could result in higher unit production costs.

The production of solar cells and solar modules involves complex processes. Deviations in the manufacturing process can cause a substantial decrease in output and, in some cases, disrupt production significantly or result in no output. From time to time, we may experience lower-than-anticipated manufacturing output during the ramp-up of production lines. This often occurs during the introduction of new products, the installation of new equipment or the implementation of new process technologies. As we bring additional lines or facilities into production, we may operate at less than intended capacity during the ramp-up period. In addition, if the demand in the global solar power product market may decrease, it may also cause us to operate at less than intended capacity. This would result in higher marginal production costs and lower output, which could have a material adverse effect on our business, financial condition and results of operations.

Unsatisfactory performance of or defects in our products may cause us to incur additional expenses and warranty costs, damage our reputation and cause our sales to decline.

Our products may contain defects that are not detected until after they are shipped or inspected by our customers. Our future sales contract for solar cells and/or solar modules may include warranty that is in line with the industry customary practice. If we experience a significant increase in warranty claims, we may incur significant repair and replacement costs associated with such claims. In addition, product defects could cause significant damage to our market reputation and reduce our product sales and market share, and our failure to maintain the consistency and quality throughout our production process could result in substandard quality or performance of our products.

If we deliver our products with defects, or if there is a perception that our products are of substandard quality, we may incur substantially increased costs associated with returns or replacements of our products, our credibility and market reputation could be harmed and our sales and market share may be materially adversely affected.

Pandemics and epidemics, extreme weather conditions and natural disasters, terrorist activities, political unrest and other geopolitical risks may adversely affect our business and results of operations.

Global pandemics, epidemics, or fear of spread of contagious diseases, as well as hurricanes, earthquakes, tsunamis, or other natural disasters could disrupt our business operations, incur significant costs to protect our employees and facilities, or result in regional or global economic distress, which may materially and adversely affect our business and results of operations. Our solar cell plant is situated in Phu Tho Province, Vietnam, and we serve potential customers in the United States and globally. A severe weather event or catastrophe at our production site could cause substantial damage and disrupt our business operations. Such events could also affect our supply chain, leading to delays in shipping and delivery of materials, components, and products, subsequently causing delays in our customers’ solar projects. Weather conditions, especially during winter, can also impact our customers’ ability to install solar energy systems. As of the date of this proxy statement/prospectus, our supply chain has not been impacted by such extreme weather conditions.

Furthermore, severe weather events like extreme cold, hail, hurricanes, tornadoes, heavy snowfall, as well as seismic activity, fires, floods, and other natural disasters could affect locations where our customers have other suppliers or solar projects. These events could lead to delays or even a complete halt in our operations, both regionally and worldwide, and cause significant damage to our products and equipment. Such disruptions would hinder our ability to deliver products and services, reduce demand, and potentially result in substantial warranty claims. These claims could exceed our available insurance coverage, having a material adverse effect on our business, financial condition, and results of operations. The risk of these events may be exacerbated by the effects of climate change.

Additionally, actual or threatened war, terrorist activities, political unrest, civil strife, and other geopolitical risks could have a similar adverse effect on our business and results of operations. Any one or more of these events may impede our production and delivery efforts and adversely affect our sales results, or even for a prolonged period of time, which could materially and adversely affect our business, financial condition, results of operations, cash flows and prospects. For example, the ongoing military action between Russia and Ukraine ongoing Israel-Hamas conflict, sanctions and other measures imposed against Russia, Belarus, the Crimea Region of Ukraine by the United States and other countries and bodies around the world, as well as the existing and potential further responses from Russia or other countries to such sanctions, tensions and military actions, has in the past and in the future could continue to adversely affect the global economy and financial markets and could adversely affect our business, financial condition and results of operations. Additional potential sanctions and penalties have also been proposed and/or threatened. Although our operations have not experienced material and adverse impact on supply chain, cybersecurity or other aspects of its business from the ongoing Russia-Ukraine conflict and Israel-Hamas conflict, during times of war and other major conflicts, we and the third parties upon which we rely may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks, that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our products. We cannot predict the progress or outcome of the conflict in Ukraine or its impacts in Ukraine, Russia or Belarus or the progress or outcome of the Israel-Hamas conflict as these ongoing conflicts, and any resulting government reactions, are rapidly developing and beyond our control. The extent and duration of the military action, sanctions and resulting market disruptions could be significant, could result in increases in commodity, freight, logistics and input costs and could potentially have substantial impact on the global economy and our business.

We have limited insurance coverage and may incur losses resulting from product liability claims, business interruption or natural disasters.

We are exposed to risks associated with product liability claims in the event that the use of our products results in property damage or personal injury. Since our products are ultimately incorporated into electricity generating systems, it is possible that users could be injured or killed by devices that use our products, whether as a result of product malfunctions, defects, improper installations or other causes. Due to our limited operating history, we are unable to predict whether product liability claims will be brought against us in the future or to predict the impact of any resulting adverse publicity on our business. The successful assertion of product liability claims against us could result in potentially significant monetary damages and require us to make significant payments. Our product liability insurance coverage is limited and we may not have adequate resources to satisfy a judgment in the event of a successful claim against us. In addition, we do not carry any business interruption insurance. Any business interruption or natural disaster could result in substantial losses and diversion of our resources and materially adversely affect our business, financial condition and results of operations.

The grant of employee share options and other share-based compensation could adversely affect our net income.

We expect to adopt a share incentive plan upon closing of the Transactions and to issue share incentives to our directors, officers and employees. We believe the granting of share-based compensation is of significant importance to our ability to attract and retain key personnel and employees. As a result, our expenses associated with share-based compensation may increase, which may have an adverse effect on our results of operations.

Our lack of sufficient patent protection may undermine our competitive position and subject us to intellectual property disputes with third parties, both of which may have a material adverse effect on our business, results of operations and financial condition.

We have developed various production process related know-how and technologies in the production of our products. Such know-how and technologies play a critical role in our quality assurance and cost reduction. In addition, we have implemented a number of research and development programs with a view to developing techniques and processes that will improve production efficiency and product quality. Our intellectual property and proprietary rights from our research and development programs will be crucial in maintaining our competitive edge in the solar power industry. We rely on the production know-how, instead of patent protection, in maintaining our competitive position. As of the date of this proxy statement/prospectus, we have no patents or pending patent applications. In the future, we may seek to protect our intellectual property and proprietary knowledge by applying for patents for them. However, we cannot assure you that we will be successful in obtaining patents in the relevant jurisdictions in a timely manner or at all. Furthermore, as of the date of this proxy statement/prospectus, we have not entered into contractual arrangement with employees regarding trade secret protections to protect our proprietary rights.

In addition, others may obtain knowledge of our know-how and technologies through independent development. Our failure to protect our production process, related know-how and technologies, our intellectual property and proprietary rights or any combination of the above may undermine our competitive position. Third parties may infringe or misappropriate our proprietary technologies or other intellectual property and proprietary rights. Policing unauthorized use of proprietary technology can be difficult and expensive. Litigation, which can be costly and divert management attention and other resources away from our business, may be necessary to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of our proprietary rights. We cannot assure you that the outcome of such potential litigation will be in our favor. An adverse determination in any such litigation will impair our intellectual property and proprietary rights and may harm our business, prospects and reputation.

We may be exposed to intellectual property infringement or misappropriation claims by third parties, which, if determined adversely to us, could cause us to pay significant damage awards and subject us to injunctions prohibiting sale of our products in certain markets.

Our success depends on our ability to use and develop our technology and know-how, and to manufacture and sell our solar cell and/or solar PV module products or otherwise operate our business in the solar industry without infringing the intellectual property or other rights of third parties. We may be subject to litigation involving claims of patent infringement or violation of intellectual property rights of third parties. The validity and scope of claims relating to solar power technology patents involve complex scientific, legal and factual questions and analyses and, therefore, may be highly uncertain. The defense and prosecution of intellectual property suits, patent opposition proceedings, trademark disputes and related legal and administrative proceedings can be both costly and time-consuming and may significantly divert our resources and the attention of our technical and management personnel. An adverse ruling in any such litigation or proceedings could subject us to significant liability to third parties, require us to seek licenses from third parties, to pay ongoing royalties, or to redesign our products or subject us to injunctions prohibiting the manufacture and sale of our products or the use of our technologies. Protracted litigation could also result in our customers or potential customers deferring or limiting their purchase or use of our products until resolution of such litigation.

Our business will depend on experienced and skilled personnel and substantial specialty subcontractor resources, and if we lose key personnel or if we are unable to attract and integrate additional skilled personnel, it will be more difficult for us to manage our business and complete projects.

The success of our business and construction projects will depend in large part on the skill of our personnel and on trade labor resources, including those with certain specialty subcontractor skills. Competition for personnel, particularly those with expertise in the energy services and renewable energy industries, is high. In the event we are unable to attract, hire and retain the requisite personnel and subcontractors, we may experience delays in completing projects in accordance with project schedules and budgets.

Further, any increase in demand for personnel and specialty subcontractors may result in higher costs, causing us to exceed the budget on a project. Either of these circumstances may have an adverse effect on our business, financial condition and operating results, harm our reputation among and relationships with our customers and cause us to curtail our pursuit of new projects.

Our future success is particularly dependent on the vision, skills, experience and effort of our senior management team. If we were to lose the services of any of our executive officers or key employees, our ability to effectively manage our operations and implement our strategy could be harmed and our business may suffer.

International expansion is one of our growth strategies, and our potential expansion into international markets may expose our business and operations to additional risks, which could have an adverse effect on our operating results.

While our focus remains on the U.S. market, we intend to continuously explore opportunities globally and further penetrate markets outside of the United States, especially in Europe, Middle East, Southeast Asia, and Africa. Operations in international markets may require us to respond to new and unanticipated regulatory, marketing, sales and other challenges. These efforts may be time-consuming and costly, and there can be no assurance that we will be successful in responding to these and other challenges we may face as we enter and attempt to expand in international markets, including:

•        building and managing a highly experienced foreign workforce and overseeing and ensuring the performance of foreign subcontractors;

•        difficulties in developing, staffing, and simultaneously managing a large number of varying foreign operations as a result of distance, language, and cultural differences;

•        increased travel, infrastructure and legal and compliance costs associated with multiple international locations;

•        additional withholding taxes or other taxes on our foreign income, and tariffs or other restrictions on foreign trade or investment;

•        imposition of, or unexpected adverse changes in, foreign laws or regulatory requirements;

•        increased exposure to foreign currency exchange rate risk;

•        longer payment cycles for sales in some foreign countries and potential difficulties in enforcing contracts and collecting accounts receivable;

•        difficulties in repatriating overseas earnings;

•        compliance with numerous legislative, regulatory or market requirements of foreign countries;

•        compliance with international and local laws prohibiting bribery and corrupt payments to government officials;

•        laws and business practices that favor local competitors or prohibit foreign ownership of certain businesses;

•        potentially adverse tax consequences;

•        compliance with laws of foreign countries, international organizations, such as the European Commission, treaties, and other international laws;

•        the inability to continue to benefit from local subsidies due to change in control;

•        unfavorable labor regulations; and

•        general economic conditions in the countries in which we operate.

Our future international operations will also be subject to general geopolitical risks, such as political, social and economic instability, war, incidents of terrorism, changes in diplomatic and trade relations, or responses to such events. One or more of these factors could adversely affect any of our international operations and result in lower revenue and/or greater operating expenses than we expect, and could significantly affect our results of operations and financial condition. Our overall success in international markets will depend, in part, on our ability to succeed in differing legal, regulatory, economic, social and political conditions. We may not be successful in developing and implementing policies and strategies that will be effective in managing these risks in each country where we do business. Our failure to manage these risks successfully could harm our international operations, reduce our international sales and increase our costs, thus adversely affecting our business, financial condition and operating results.

Risks Related to Regulations Applicable to TOYO Solar and PubCo

Unless the context otherwise requires, all references in this subsection to “we,” “us” or “our” refer to the business of TOYO Solar prior to the consummation of the Pre-Merger Reorganization, and the business of Transactions, and collectively to PubCo and its subsidiaries, including TOYO Solar, following the consummation of the Pre-Merger Reorganization.

We are subject to evolving laws, regulations, standards and policies, and any actual or perceived failure to comply could harm our reputation and brand, subject us to significant fines and liability, or otherwise adversely affect our business.

The laws, regulations, standards and policies are continuously evolving. The costs of compliance, including remediation of any discovered issues and any changes to our operations mandated by new or amended laws, may be significant, and any failures to comply could result in additional expenses, delays or fines. As we expands our business into the target markets, we are in the process of reviewing the applicable laws and regulations in each jurisdiction, including required approvals, licenses and permits. Such laws, regulations, standards and policies continue to rapidly change, which increases the likelihood of a patchwork of complex or conflicting regulations, or which could adversely increase our compliance costs or otherwise affect our business.

Our business could be adversely affected by trade tariffs, export control laws or other trade barriers.

Our business could be affected by the imposition of tariffs, export control laws and other trade barriers, which may make it more costly or difficult for us to export our products to the imposing country. We will become subject to additional tariffs, laws and barriers as we enter into new markets. We may experience cost increases as a result of existing or future tariffs, and may not be able to pass on such additional costs to our customers, or otherwise mitigate the costs. In the event that we raise prices to help cover the higher costs, we may face lower demand for our exported products. A violation of export control laws could subject us to whistleblower complaints, adverse media coverage, investigations, and severe administrative, civil and criminal penalties, collateral consequences, remedial measures and legal expenses. Any of the foregoing could materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

Our insurance coverage strategy may not be adequate to protect it from all business risks.

Incorporated in November 2022, we are in an early stage of developing its business. As of the date of this proxy statement/prospectus, we do not maintain any insurance policies. Any imposition of liability could materially and adversely affect our business, results of operations and financial condition. While we plan to purchase relevant insurance policies covering potential losses, we cannot be certain that our planned insurance coverage will be sufficient to cover all future claims against us and any other business-related risks, including any losses resulting from product defects, fires, natural calamities or acts of God. Any imposition of liability that is not covered by our planned insurance or is in excess of our planned insurance coverage could harm our business operations and results.

We are subject to various environmental, health and safety laws and regulations that could impose substantial costs on us and cause delays in expanding our production facilities.

Our operations are subject to environmental laws and regulations in the jurisdictions where we operate, including laws relating to the use, handling, storage, disposal of and human exposure to hazardous materials. Environmental, health and safety laws and regulations are complex and may require significant time, management attention and costs to ensure continued compliance. Changes in these laws or other new environmental, health and safety laws and regulations may require us to change our operations, potentially resulting in a material adverse effect on our business, financial condition, results of operations, cash flows and prospects. These laws can give rise to liability for administrative oversight costs, cleanup costs, property damage, bodily injury, fines and penalties. Violations of these laws could result in substantial fines and penalties, third-party damages, suspension of production, remedial actions or a cessation of our operations. Contamination at properties we own or operate or properties to which we send hazardous substances, or any noncompliance to environmental protection plans or reports that we have registered with competent authorities may result in liability for us under environmental laws and regulations. Before the construction of the 6GW cell plant in Phu Tho Province, Vietnam, we conducted the environmental impact assessment of the phase 1 project and obtained approval from the relevant Vietnamese authority on the environmental impact assessment report on February 9, 2023.

Our operations are also subject to workplace safety laws and regulations, which require compliance with various workplace safety requirements, including requirements related to environmental safety. These laws and regulations can give rise to liability for oversight costs, compliance costs, bodily injury (including workers’ compensation), fines, and penalties. Additionally, non-compliance could result in delay or suspension of production or cessation of operations. The costs required to comply with workplace safety laws can be significant, and non-compliance could adversely affect our production or other operations, which could have a material adverse effect on our business, prospects and results of operations.

As we expand into new markets, we will become subject to additional environmental, health and safety laws and regulations. We may incur additional costs to ensure compliance with such laws and regulations, as well as to manage local labor practices.

We may be subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions, and similar laws, and noncompliance with such laws can subject us to administrative, civil, and criminal penalties, collateral consequences, remedial measures, and legal expenses, all of which could adversely affect our brand and reputation and our business, financial condition, results of operations, cash flows and prospects.

We are or will be subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which we conduct or in the future may conduct activities, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and other anti-corruption laws and regulations. A violation of these laws or regulations could adversely affect our brand and reputation and business, financial condition, results of operations, cash flows and prospects. We plan to adopt policies and procedures to ensure compliance with these regulations, but such policies and procedures may not be sufficient and our directors, officers, employees, representatives, consultants, agents, and business partners could engage in improper conduct for which we may be held responsible.

Non-compliance with applicable anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject us to whistleblower complaints, adverse media coverage, investigations, contractual breaches, and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our business, financial condition, results of operations, cash flows and prospects. In addition, changes in economic sanctions laws in the future could adversely impact our business and investments in our ordinary shares.

We may be subject to international trade restrictions imposed by various jurisdictions, which can include economic sanctions and export controls imposed by the United States, other target markets of us and our subsidiaries, and other applicable jurisdictions, and the failure of us and our subsidiaries to comply with such restrictions could adversely affect our reputation and results of operations.

We are subject to trade restrictions imposed by governments around the world to the extent that such authorities have jurisdiction over our operations. These restrictions include economic and trade sanctions administered and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department of Defense, and the European Union, export controls administered and enforced by the U.S. Department of Commerce, as well as similar trade restrictions administered and enforced by governmental authorities in our other target markets outside of Vietnam. Such laws and regulations prohibit or restrict certain operations, trade practices, investment decisions, and partnering activities, including dealings with certain countries or territories, and with certain designated persons.

If we fail to comply with applicable trade restrictions, we could be subject to penalties or other remedial measures. In addition, our employees may engage in conduct for which we might be held responsible and expose us to reputational harm. Further, internal or governmental investigations could be expensive and disruptive. We and our subsidiaries cannot assure that the policies and procedures that we plan to implement to promote compliance with applicable trade restrictions will be effective in preventing possible violations.

We are subject to taxation in multiple jurisdictions. Tax laws in these jurisdictions are often complex and require us to make subjective determinations that may be scrutinized by tax regulators.

We are subject to many different forms of taxation in each of our countries of operation, including income tax, withholding tax, property tax, VAT and other payroll-related taxes. Tax law and administration is complex, subject to change and varying interpretations and often requires us to make subjective determinations. Relevant tax authorities in such jurisdictions may not agree with the terminations that are made or the positions taken by us with respect to the application of tax law. Such disagreements could result in lengthy legal disputes, an increased overall tax rate applicable to us and, ultimately, in the payment of substantial amounts of tax, interest and penalties, which could have a material adverse effect on our business, results of operations and financial condition.

Additional tax expenses could accrue in relation to previous or subsequent tax assessment periods, which are still subject to a pending tax audit or have not been subject to a tax audit yet. Tax authorities in relevant jurisdictions could revise original tax assessments and substantially increase the tax burden (including interest and penalty payments) of the relevant entities. They may have the authority to review and adjust net operating loss or tax credit carryforwards that were generated prior to these periods if utilized in an open tax year. These open years contain matters that could be subject to differing interpretations of applicable tax laws and regulations as they relate to the amount, character, timing or inclusion of revenue and expenses or the sustainability of income tax credits for a given audit cycle. The realization of any of these risks could have a material adverse effect on our business, results of operations and financial condition.

Our business operations are subject to the regulatory, economic, environmental, and competitive conditions and changes within the Southeast Asia region.

We may be governed by the laws, regulations and government policies in relevant Southeast Asia jurisdictions where we operate or plan to operate, and our business and future growth is dependent on the political, economic, regulatory and social conditions in these countries. There may also be political and social factors influencing government policy-making in the future that will lead to a major shift towards a higher degree of governmental control over renewable energy industry in the relevant jurisdictions. Such a shift may reduce our profitability in the long run and hence have an adverse effect on our financial condition, results of operations and prospects. In addition, competition laws and regulations of certain Southeast Asia countries may limit our growth and subject us to antitrust and merger control investigations. We may be subject to financial or other penalties or prohibited from engaging in certain types of businesses or practices as a result of such investigations. Any material changes in the regulatory, economic, environmental or competitive conditions in the relevant Southeast Asia countries may also have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Risks Related to Doing Business in Vietnam

The business of TOYO Solar is subject to general legal and political risks for operating a company in Vietnam.

As a company incorporated in Vietnam and having production facilities located in Vietnam, the business of TOYO Solar, PubCo’s operating subsidiary, would be exposed to the legal, political, and economic risks of an emerging market and a single-party political system. While the Vietnam regulatory framework is becoming more sophisticated and transparent together with the development of the economy, it is still not yet as well established compared to other developed jurisdictions such as the U.S., the U.K, or Singapore. Many of the laws and regulations of Vietnam are relatively new and remain untested, or still contain ambiguities or lack specific guiding regulations, which may result in uncertainties and limitations in the interpretation and enforcement of the law. The application of the law may also be affected by the political climate from time to time, or local policy in different geographic locations, and therefore, could be unpredictable.

Vietnam’s strict regulations on foreign exchange control may limit the flexibility of TOYO Solar to remit funding offshore.

Vietnam has strict regulations on foreign exchange control, which may limit the flexibility for remittance of funding from Vietnam to offshore. While Vietnamese laws generally allow a foreign invested enterprise such as TOYO Solar to purchase foreign currency at a licensed bank in Vietnam to remit dividends or other distributions of TOYO Solar offshore, such remittance is subject to a number of requirements, including fulfillment of tax and other financial obligations and satisfying conditions for dividend distribution. Besides, all inward contribution and outward payment relating to the investment in TOYO Solar must be made through a specialized investment account opened at a licensed bank in Vietnam for the purpose of tracking the cash flow and controlling foreign exchange risks. Supporting documents proving the legitimate purpose of the remittance and satisfaction of conditions for such remittance will be requested by the account bank and the request may vary depending on the relevant account bank.

In circumstances where a transaction is “suspicious” and there is reason to believe that it relates to criminal activity, the banks are obliged to suspend the transaction and report it to the State Bank of Vietnam. While the risk of TOYO Solar not being able to freely remit its revenues, dividends and other distributions offshore to SinCo is low under the current foreign exchange regulations, there is no certainty as to whether more stringent policy will be introduced and adopted in the future.

The business of TOYO Solar may be affected by Vietnam regulations and policy on renewable energy.

There is no single consolidated law for investing in renewable power projects in Vietnam. Therefore, investment in the renewable power sector must comply with a number of laws and regulations, including the national power development plan, which may change from time to time. The latest plan was recently issued May 2023 covering the period covering the period 2021-2030 with a vision to 2050.

Currently, Electricity Vietnam (EVN) and its subsidiaries have the monopoly over the transmission and distribution of electricity in Vietnam, and act as the only wholesale purchasers of electricity from generators. Renewable energy generators and EVN must negotiate and conclude their power purchase agreements on the basis of the standard agreement forms provided by law and market information suggests that EVN does not entertain negotiation outside the template. EVN is required to purchase the power generated by renewable energy projects at the feed-in tariff set by law (FiT). However, the previous FiT has expired while regulation on new FiT is still pending, leading to a temporary suspension period of new renewable energy projects in Vietnam.

If TOYO Solar is to conduct solar power projects in Vietnam, it would be subject to the above risks.

TOYO Solar is subject to Vietnam employment regulations which are generally pro-employees.

Vietnam’s regulations on employment provide high protection for employees and in generally, it is quite difficult for the employer to unilaterally terminate employment contracts with existing employees. This may limit TOYO Solar’s flexibility in using and managing its employees. TOYO Solar is also required to contribute social insurance for its employees, failure of which may subject to the company to administrative penalties and there could be criminal liability in case of repeated violation after having been imposed administrative sanction.

Besides, foreign employees are required to obtain work permit or work permit exemption when working in Vietnam, failure of which (if required) may result in monetary fines to the company and forced exit of the foreign employees from Vietnam. Currently, TOYO Solar has a number of Chinese employees who are still in the process of obtaining work permit.

TOYO Solar relies on third-party suppliers for imported component parts and raw materials, and there is a risk that these suppliers may not meet TOYO Solar delivery schedule.

TOYO Solar relies on third-party suppliers for key components and raw materials, including anode and cathode material, polysilicon and silicon wafers. These suppliers may face delivery failures or component shortages due to various factors beyond TOYO Solar’s control, such as price fluctuations and global demand for these materials. Further, TOYO Solar currently imports a portion of the components of its solar cells from China which may expose it to potential risks in cases there are changes in the political relationship between Vietnam and China. The import of materials is also required to follow procedures and regulations on import and export of Vietnam. Besides, if TOYO Solar’s suppliers are unable to provide components and raw materials or experience delays, it could disrupt TOYO Solar’s business, including their ability to meet scheduled product deliveries. In the future, TOYO Solar may import the components of its products from areas outside of China. However, any failure or delay in TOYO Solar finding a replacement supplier of comparable quality may lead to delays or increased costs for production.

Bankruptcy proceedings in Vietnam may be time-consuming and ineffective.

Vietnamese bankruptcy law is generally consistent with the international framework. However, despite the adoption of the law on bankruptcy since 2015, it has not been widely used in practice. Most bankruptcy cases so far suggest that it could be a prolonged and complicated process, where many creditors and judicial parties are involved. In fact, formal bankruptcy process has not been an effective tool for creditors to deal with potential insolvent debtors because Vietnamese courts generally have a high bar of proof in respect of bankruptcy petitions and bankruptcy proceedings can unpredictable and lengthy.

Foreign arbitral awards and/or court judgment may be difficult to enforce in Vietnam.

A foreign arbitration award is enforceable in Vietnam in accordance with the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards to which Vietnam is a party. However, such enforcement will be subject to the recognition and approval by the Vietnamese courts. Although there has been significant increase in the success rate of enforcement petitions in recent years, limited precedents to date indicate that enforcement of foreign arbitral awards can be a difficult and time-consuming process in Vietnam. Vietnamese courts may refuse the enforcement on technical grounds or on grounds that the recognition and enforcement of the foreign judgment in Vietnam is “contrary to the fundamental principles of Vietnamese laws.”. In practice, “the fundamental principles of Vietnamese law” has been construed to require compliance with the substantive laws of Vietnam and the relevant court of Vietnam may review issues de novo.

A foreign court judgment can only be enforced in Vietnam in very limited circumstances. By law, the Vietnamese court shall consider the recognition and enforcement of a foreign court’s judgment (i) on the basis of an international treaty between Vietnam and the relevant court’s country or (ii) on a “reciprocal basis” if no international treaty is available.

There is no international treaty on recognition and enforcement of court judgments between Vietnam and the U.S., the UK or other developed common law jurisdictions. Therefore, enforcement of judgments of the U.S. court can only be conducted on a “reciprocal basis” which will largely depend on the discretion of the Vietnamese court.

Recent new Vietnam regulations on lending and data protection may create difficulties in fund raising and business expansion of TOYO Solar.

The Government of Vietnam has recently issued the first ever consolidated regulation on data protection, which seeks to strengthen rules on the collection, processing, and transfer of personal data. A number of new rules have been introduced, including requirements on conducting and submitting to the authority an impact assessment on the process of personal data, or appointing an internal personnel in charge of personal data protection, which may impact the business operation and data collection or processing process of TOYO Solar. To date, these regulations are still relatively new and the application of each is still unclear in practice.

In 2022 and 2023, the Government and the State Bank of Vietnam have also issued a number of new regulations to tighten control over the permitted use for both onshore and offshore lending, and have imposed more stringent conditions and requirements for private issuance of bonds. This may create more difficulties in fund raising and business expansion of Vietnamese enterprises, including TOYO Solar.

Risks Relating to BWAQ and the Transactions

Unless the context otherwise requires, all references in this subsection to the “Company,” “BWAQ,” “we,” “us” or “our” refer to the business of BWAQ and its subsidiaries prior to the consummation of the Transactions.

BWAQ will incur significant transaction and transition costs in connection with the Transactions.

BWAQ has incurred and expects to incur significant, non-recurring costs in connection with consummating the Transactions. Certain transaction expenses incurred in connection with the Transactions, including all legal, accounting, consulting, investment banking and other fees, expenses, and costs, will be paid by PubCo at or following the closing of the Transactions.

BWAQ will have limited rights after the Merger Closing to make claims for damages against TOYO Solar or TOYO Solar’s shareholders for the breach of representations, warranties, or covenants made by TOYO Solar in the Business Combination Agreement.

The Business Combination Agreement provides that, except in the case of actual fraud, all of the representations, warranties and covenants, obligations or other agreements of the parties contained therein shall not survive the Merger Closing, except for a limited number of covenants, obligations or other agreements of the parties that by their terms apply or are to be performed in whole or in part after the Merger Closing, and then only with respect to breaches

occurring after the Merger Closing. Accordingly, except in the case of fraud, BWAQ will have no rights to make damage claims against TOYO Solar after the Merger Closing with respect to any breach of the representations and warranties, and will have limited rights to make damage claims against TOYO Solar after the Closing with respect to covenants, or agreements contained in the Business Combination Agreement that survive and the covenants to be performed in whole or in part after the Closing.

After the Merger Closing, PubCo may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of shares of PubCo Ordinary Shares, which could cause you to lose some or all of your investment.

Although BWAQ has conducted due diligence on TOYO Solar, BWAQ cannot assure you that this diligence revealed all material issues that may be present in TOYO Solar’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of BWAQ’s and TOYO Solar’s control will not later arise. As a result, after the Merger Closing, PubCo may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if BWAQ’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with BWAQ’s preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on PubCo’s liquidity, the fact that PubCo may incur charges of this nature could contribute to negative market perceptions about PubCo’s securities. In addition, charges of this nature may cause PubCo to be unable to obtain future financing on favorable terms or at all. Accordingly, BWAQ shareholders who choose to remain a shareholder of PubCo following the Transactions could suffer a reduction in the value of their PubCo Ordinary Shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by BWAQ’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Transactions contained an actionable material misstatement or material omission.

The BWAQ Initial Shareholders own BWAQ Ordinary Shares and BWAQ Private Units that will be worthless, may be unable to be repaid in full for the working capital loans provided to BWAQ, and may incur reimbursable expenses that may not be reimbursed or repaid if the Transactions are not approved. Such interests may have influenced their decision to approve and, in the case of the BWAQ Board, recommend, the Transactions with TOYO Solar.

The BWAQ Initial Shareholders and/or their affiliates beneficially own or have a pecuniary interest in the Founder Shares and Private Shares. As of the Record Date, the BWAQ Initial Shareholders owned and were entitled to vote 2,324,480 BWAQ Ordinary Shares (excluding 40,000 Representative Shares held by Maxim and 400,000 Founder Shares held by Fuji Solar), representing approximately 41.9% of the issued and outstanding BWAQ Ordinary Shares. The holders have no redemption rights with respect to these securities, as well as the Representative Shares held by Maxim, in the event a business combination is not effected in the required time period. Therefore, if the Transactions with TOYO Solar or another business combination is not approved within the required time period, such securities held by such persons will be worthless. Based upon the closing price of BWAQ Ordinary Shares of $11.25 per share on Nasdaq on the Record Date, such securities had an implied aggregate market value, assuming the Transactions are consummated, of approximately $26.15 million. Accordingly, the BWAQ Initial Shareholders may be incentivized to complete the Transactions, or an alternative business combination, with a less favorable target company or on terms less favorable to shareholders than they would otherwise recommend or approve, as the case may be, rather than allow BWAQ to wind up having failed to consummate a business combination and lose their entire investment.

Additionally, in order to finance transaction costs in connection with an intended initial business combination, the BWAQ Insiders and/or their designees may, but are not obligated to, loan BWAQ funds as may be required. If BWAQ completes the Transactions, BWAQ would repay such loaned amounts out of the proceeds of the Trust Account released to BWAQ. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the Transactions do not close, BWAQ may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Such loans may be convertible into the Working Capital Units, at a price of $10.00 per unit at the option of the lender. As of December 31, 2023, BWAQ had borrowings of $2,402,085 under the Working Capital Loans.

Furthermore, the BWAQ Insiders are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, and consummating an initial business combination. Any such expenses will be repaid upon completion of the Transactions with TOYO Solar. As of the date of this proxy statement/prospectus, no such reimbursable expenses have been incurred. If any such expenses are incurred, however, if BWAQ fails to consummate the Transactions, they will not have any claim against the Trust Account for repayment or reimbursement. Accordingly, BWAQ may not be able to repay or reimburse these amounts if the Transactions are not completed. See “Proposal No. 1 — The Business Combination Proposal — Interests of BWAQ’s Directors and Officers in the Transactions.”

These financial interests may have influenced the decision of BWAQ’s directors to approve the Transactions with TOYO Solar and to continue to pursue such Transactions. In considering the recommendations of BWAQ Board to vote for the Business Combination Proposal and the Merger Proposal, BWAQ Public Shareholders should consider these interests.

The BWAQ Public Shareholders will experience immediate dilution as a consequence of the issuance of PubCo Ordinary Shares immediately following consummation of the Transactions and Transaction Financing and in connection with the Transactions.

BWAQ Public Shareholders who do not redeem their BWAQ public shares will experience immediate dilution as a consequence of the issuance of PubCo Ordinary Shares immediately following consummation of the Transactions and Transaction Financing and may experience dilution from several additional sources to varying degrees in connection with and after the Transactions, including the following:

•        an aggregate of 41,000,000 PubCo Ordinary Shares held by the Sellers prior to the Merger Closing, representing all issued and outstanding share capital of PubCo;

•        the issuance of 2,744,480 PubCo Ordinary Shares converted from BWAQ Founder Shares, Private Units and Representative Shares issued prior to or in connection with its IPO;

•        the issuance of up to 353,316 PubCo Ordinary Shares underlying the Working Capital Units and Extension Loan Units (excluding up to 160,598 PubCo Ordinary Shares upon the conversion of the PubCo Warrants underlying the Working Capital Units), assuming the Sponsor, Fuji Solar and/or other lenders select to convert all the Sponsor Notes or other promissory notes into Working Capital Units and Extension Loan Units, as applicable;

•        the PubCo Ordinary Shares that will be reserved for issuance under PubCo ESOP, which will initially be equal to 8% of PubCo’s fully-diluted outstanding shares immediately after the Merger Closing;

•        the issuance of 962,448 PubCo Ordinary Shares upon the conversion of the BWAQ Rights;

•        up to 4,972,838 PubCo Ordinary Shares underlying BWAQ Warrants;

•        the issuance of 70,000 BWAQ Class A Ordinary Shares to three independent directors of BWAQ;

•        the issuance of 322,000 Deferred Underwriting Shares to be issued to Maxim upon the Merger Closing for the payment of the Deferred Underwriting Fee by BWAQ;

•        the issuance of 600,000 BWAQ Ordinary Shares to the PIPE Investor for $6 million in cash at or immediately prior to the consummation of the Transactions, and

•        the issuance of any PubCo Ordinary Shares in connection with any other Transaction Financing, if any.

The issuance of additional PubCo Ordinary Shares as discussed above will significantly dilute the equity interests of existing holders of BWAQ securities, diminish the relative voting strength of existing holders of BWAQ securities, and may adversely affect prevailing market prices for the PubCo Ordinary Shares.

The exercise of BWAQ’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of BWAQ Public Shareholders.

In the period leading up to the Closing, events may occur that, pursuant to the Business Combination Agreement, would require BWAQ to agree to amend the Business Combination Agreement, to consent to certain actions taken by TOYO Solar or to waive rights that BWAQ is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of TOYO Solar’s business, a request by TOYO Solar to undertake actions that would

otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on TOYO Solar’s business and would entitle BWAQ to terminate the Business Combination Agreement. In any of such circumstances, it would be at BWAQ’s discretion, acting through BWAQ Board, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is best for BWAQ and what he, she or they may believe is best for himself, herself, or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, BWAQ does not believe there will be any material changes or waivers that BWAQ’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus. BWAQ will circulate a supplemental or amended proxy statement/prospectus if changes to the terms of the Transactions that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal and the Merger Proposal.

If BWAQ is unable to complete the Transactions with TOYO Solar or another business combination by May 2, 2024, or up to November 2, 2024 if extended (or such later date if BWAQ extend the period of time to consummate a business combination), BWAQ Public Shareholders may receive only approximately $11.26 per public share, or less than such amount in certain circumstances based on the balance of the Trust Account(as of the Record Date, and BWAQ Warrants and BWAQ Rights will expire worthless.

Pursuant to the Business Combination Agreement, there are various closing conditions to be satisfied in order to complete the Transactions, some of which are beyond BWAQ’s control. Currently, BWAQ has until May 2, 2024 (or up to November 2, 2024, if fully extended, or such later date as may be approved by BWAQ Shareholders in an amendment to BWAQ Charter) to consummate a business combination. If BWAQ is unable to complete the Transactions or any other alternative business combination, to the extent that the Business Combination Agreement is terminated for any reason, within the required period under the Existing BWAQ Charter, Public Shareholders may only receive approximately $11.26 per BWAQ Public Share on the liquidation of the Trust Account, based on the balance of the Trust Account as of the Record Date, and BWAQ Warrants and BWAQ Rights will expire worthless.

If BWAQ is unable to complete the Transactions with TOYO Solar or another business combination by May 2, 2024 (or up to November 2, 2024, if extended), or such later date as may be approved by BWAQ Shareholders in an amendment to BWAQ Charter, BWAQ will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding BWAQ Public Shares for cash and, subject to the approval of its remaining shareholders and the BWAQ Board, dissolving and liquidating. In such event, third parties may bring claims against BWAQ and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by BWAQ Public Shareholders could be less than $10.10 per Public Share, and the BWAQ Warrants and BWAQ Rights will expire worthless.

Under the terms of the BWAQ Charter, BWAQ must complete the Transactions with TOYO Solar or another business combination by May 2, 2024 (or up to November 2, 2024, if extended, or such later date may be approved by BWAQ shareholders in an amendment to the BWAQ Charter), BWAQ must (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the BWAQ Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to BWAQ to pay our taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding BWAQ Public Shares, which redemption will completely extinguish BWAQ Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and BWAQ Board, dissolve and liquidate, subject in each case to the BWAQ obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Although BWAQ seeks waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties will waive any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that vendors, regardless of whether they execute such waivers, will not seek recourse against the Trust Account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims which could take priority over those of the BWAQ Public Shareholders. If BWAQ is unable to complete a business combination within the required time period, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to BWAQ, or a prospective target business with which BWAQ has discussed entering into a Business Combination Agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per BWAQ Public Share or (ii) such

lesser amount per BWAQ Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the BWAQ IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether the Sponsor have sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of BWAQ. Additionally, we have not asked the Sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that the Sponsor would be able to satisfy such indemnification obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Transactions and redemptions could be reduced to less than $10.10 per BWAQ Public Share. In such event, we may not be able to complete the Transactions, and you would receive such lesser amount per share in connection with any redemption of your BWAQ Public Shares. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Additionally, if BWAQ is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if BWAQ otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of BWAQ Public Shareholders. To the extent any bankruptcy claims deplete the Trust Account, BWAQ may not be able to return to its Public Shareholders at least $10.10 per share of BWAQ Class A Ordinary Share. There will be no redemption rights or liquidating distributions with respect to the BWAQ Warrants and BWAQ Rights, which will expire worthless if BWAQ fails to complete an initial business combination within the required period.

If Transaction Financing or other equity financing is not available prior to or upon the closing of the Transactions to satisfy certain conditions to Closing, the Transactions may not be consummated.

As of the date of this proxy statement/prospectus, except that the PIPE Investor agrees to purchase a total of 600,000 PIPE Shares, at a purchase price of $10.00 per share, for an aggregate purchase price of $6,000,000 immediately prior to the Merger Closing, neither BWAQ nor any Group Companies obtained any firm commitment of financing prior to or upon the closing of the Transactions. Subject to BWAQ’s Available Closing Cash after the shareholder redemption, the lack of additional committed Transaction Financing prior to or upon the closing of the Transactions could potentially result in breach of certain conditions to the Merger Closing as stipulated in the Business Combination Agreement and could, if not waived by the relevant parties, prohibit the Merger Closing. For example, the net tangible assets of PubCo upon the Merger Closing should be no less than $5,000,001. In addition, Available Closing Cash should be at least $29,500,000 immediately prior to or upon the Merger Closing. For more information about the closing conditions to the Transactions, see “The Business Combination Agreement and Other Transaction Documents — Conditions to Merger Closing.” Neither BWAQ nor TOYO Solar can give any assurance that they will be able to obtain additional committed Transaction Financing on acceptable terms. Any Transaction Financing may significantly dilute the equity interest of the continuing shareholders of PubCo and may include unfavorable terms, including giving the investor(s) of such Transaction Financing the ability to acquire shares at a price which is less than the market price of the PubCo Ordinary Shares at the time of purchase. BWAQ and TOYO Solar can give no assurance that any of them will be able to enter into any other financing arrangement or agreement on terms that it considers reasonable or which could reasonably be expected to reduce redemption of BWAQ Public Shares by Public Shareholders.

BWAQ Public Shareholders may be held liable for claims by third parties against BWAQ to the extent of distributions received by them.

If BWAQ is unable to complete the Transactions with TOYO Solar or another business combination within the required time period, BWAQ will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the BWAQ Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to BWAQ to pay our taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding BWAQ Public Shares, which redemption will completely extinguish BWAQ Public Shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and BWAQ Board, dissolve and liquidate, subject in each case to the BWAQ obligations

under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. As such, BWAQ Public Shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its shareholders may extend well beyond the third anniversary of the date of distribution. Accordingly, BWAQ cannot assure you that third parties will not seek to recover from its shareholders amounts owed to them by BWAQ.

If BWAQ files a bankruptcy petition or an involuntary bankruptcy petition is filed against BWAQ that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in BWAQ’s bankruptcy estate and subject to the claims of third parties with priority over the claims of BWAQ Public Shareholders. To the extent any bankruptcy claims deplete the Trust Account, BWAQ cannot provide any assurance that BWAQ will be able to return $10.10 per share to the Public Shareholders. Additionally, if BWAQ files a bankruptcy petition or an involuntary bankruptcy petition is filed against BWAQ that is not dismissed, any distributions received by BWAQ Public Shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by BWAQ Public Shareholders. Furthermore, the BWAQ Board may be viewed as having breached its fiduciary duty to BWAQ’s creditors and/or may have acted in bad faith, thereby exposing itself and BWAQ to claims of punitive damages, by paying BWAQ Public Shareholders from the Trust Account prior to addressing the claims of creditors. BWAQ cannot provide any assurance that claims will not be brought against BWAQ for these reasons.

Activities taken by existing BWAQ Shareholders to increase the likelihood of approval of the Business Combination Proposal and the Merger Proposal could have a depressive effect on BWAQ Ordinary Shares.

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding BWAQ or its securities, the BWAQ Shareholders, TOYO Solar, or TOYO Solar’s shareholders and/or their respective affiliates may enter into transactions with such investors and others to provide them with incentives to acquire BWAQ Ordinary Shares or vote their shares in favor of the Business Combination Proposal and the Merger Proposal. The purpose of such transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Transactions where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on BWAQ Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he, she or it owns, either prior to or immediately after the Extraordinary General Meeting.

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Transactions, the BWAQ Board will not have the ability to adjourn the Extraordinary General Meeting to a later date in order to solicit further votes, and, therefore, the Transactions will not be approved.

We are dependent upon our current executive officers and directors and their loss could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed the Transactions.

The BWAQ Initial Shareholders have agreed to vote in favor of the Transactions, regardless of how BWAQ Public Shareholders vote.

The BWAQ Initial Shareholders have agreed to vote the Founder Shares and BWAQ Private Units, as well as any BWAQ Public Shares purchased during or after the BWAQ IPO, in favor of the Transactions.

As of the Record Date, the BWAQ Initial Shareholders owned and were entitled to vote 2,324,480 BWAQ Ordinary Shares (excluding 40,000 Representative Shares held by Maxim), representing approximately 41.9% of the voting power of the BWAQ Ordinary Shares issued and outstanding. We reasonably believe that Fuji Solar will vote 400,000 Founder Shares it holds, representing approximately 7.2% the issued and outstanding BWAQ Ordinary Shares, in favor of the proposals being presented at the Extraordinary General Meeting. As a result, in addition to the Founder Shares and Private Units, (i) assuming all outstanding shares voted, BWAQ would need 47,051 BWAQ Ordinary Shares (or 1.7% of 2,778,580 BWAQ Public Shares) to vote in favor, or (ii) assuming only the quorum is present and voted, no additional shares to vote in favor, in order to have the Business Combination Proposal approved. Further, in addition to the Founder Shares and the Private Shares held by the BWAQ Initial Shareholders, (i) assuming all BWAQ Ordinary Shares are voted, BWAQ would need 970,894 BWAQ Ordinary Shares, representing 34.9% of 2,778,580 BWAQ Public Shares, to vote in favor to have

the Merger Proposal approved; and (ii) assuming only the minimum of BWAQ Ordinary Shares representing a quorum are voted, BWAQ would need no BWAQ Public Shares to vote in favor to have the Merger Proposal approved. Accordingly, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their shares in accordance with the majority of the votes cast by Public Shareholders.

The BWAQ Initial Shareholders may have interests in the Transactions different from the interests of BWAQ Public Shareholders.

The BWAQ Initial Shareholders include the Sponsor, BWAQ’s directors and officers and Maxim, who have financial interests in the Transactions that are different from, or in addition to, those of other BWAQ shareholders generally. Specifically: (i) the Sponsor paid an aggregate of approximately $20,434.78 for the 2,280,000 Founders Shares and $3,784,800 for the 378,480 Private Units, which will have a significantly higher value at the time of the Transactions, (ii) Maxim paid $460,000 for 46,000 Private Shares, (iii) Maxim is entitled to $3,220,000 Deferred Underwriting Fee upon the consummation of the Transactions pursuant to the underwriting agreement and has agreed to convert such Deferred Underwriting Fee into 322,000 PubCo Ordinary Shares at $10 per share pursuant to the Underwriting Agreement, (iv) Alfred “Trey” Hickey and Buhdy Sin Swee Bok each paid approximately $108.70, or $0.01 per share for 10,000 Founder Shares. If BWAQ does not consummate an initial business combination by the prescribed time period, then the proceeds from the sale of the Private Shares will be part of the liquidating distribution to the Public Shareholders and the Private Shares held by the BWAQ Initial Shareholders will be worthless. In addition, BWAQ has agreed to issue each of Alfred “Trey” Hickey and Buhdy Sin Swee Bok 20,000 BWAQ Class A Ordinary Shares and Zhenyu Li 30,000 BWAQ Class A Ordinary Shares immediately prior to or upon the closing of an initial business combination, respectively; provided that the independent directors remain with BWAQ until the closing of an initial business combination. As a result, the BWAQ Initial Shareholders may be incentivized to complete the Transactions, or an alternative initial business combination with a less favorable company or on terms less favorable to BWAQ shareholders, rather than to liquidate, in which case the BWAQ shareholders would lose their entire investment. As a result, the BWAQ Initial Shareholders may have a conflict of interest in determining whether TOYO Solar is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Transactions. Additionally, given that the BWAQ Initial Shareholders collectively acquired 1,900,000 Founder Shares at a purchase price of approximately $0.01 per share and 424,480 Private Shares at a purchase price of $10.00 per share, representing 41.9% of issued and outstanding BWAQ Ordinary Shares prior to the Transactions, and the merger consideration of $410,000,000 based on the price of $10.00 per share, the BWAQ Initial Shareholders could make a substantial profit after the Transactions from their acquisition of Founder Shares and/or Private Units as discussed above, even if the Transactions subsequently declines in value or is unprofitable for the BWAQ Public Shareholders, or the BWAQ Public Shareholders experience substantial losses in their investment in PubCo. There are other factors that may motivate or incentivize the BWAQ Initial Shareholders in completing the Transactions, see “Proposal No. 1 — The Business Combination Proposal — Interests of BWAQ’s Directors and Officers in the Transactions” on page 132 of this proxy statement/prospectus for more details. In considering these facts and the other information contained in this proxy statement/prospectus, you should be aware that BWAQ Initial Shareholders may have financial interests in the Transactions that may be different from, or in addition to, the interests of BWAQ Public Shareholders.

Furthermore, in order to finance transaction costs in connection with an intended initial business combination, the BWAQ Insiders and/or their designees may, but are not obligated to, loan BWAQ funds as may be required. If BWAQ completes the Transactions, BWAQ would repay such Working Capital Loans out of the proceeds of the Trust Account released to BWAQ. Otherwise, such Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that the Transactions do not close, BWAQ may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Such loans may be convertible into the Working Capital Units, at a price of $10.00 per unit at the option of the lender. As of the date hereof, BWAQ had $3,211,981 outstanding under the Working Capital Loans, including $1,270,000 for working capital purpose as evidenced by the Sponsor Notes, $33,333 for Valuation Firm Expenses as evidenced by the Fuji Expenses Note and $1,908,648 of the Extension Payments as evidenced by 10 Sponsor Extension Notes to the Sponsor and 4 Fuji Extension Notes to Fuji Solar in connection with the Extension, which may be convertible into Working Capital Units, at a price of $10.00 per unit. As of December 31, 2023, BWAQ has drawn $2,492,085 under the Promissory Notes. Pursuant to the Business Combination Agreement, BWAQ has agreed to obtain the Working Capital Loans Conversion Consent to cause the Sponsor or other persons entitled to receive repayment of the Working Capital Loans to convert the entire amounts due under the Working Capital Loans into Working Capital Units immediately prior to the Merger Closing.

Officers of BWAQ negotiated the terms of the Business Combination Agreement with their counterparts at TOYO Solar, and the BWAQ Board considered these interests, among other matters, including the recommendation of the Special Committee and Fairness Opinion, when making the determination that the Transactions are advisable and fair to, and in the best interests of, BWAQ and its unaffiliated shareholders. See “Proposal No. 1 — The Business Combination Proposal — Interests of BWAQ’s Directors and Officers in the Transactions” of this proxy statement/prospectus for a detailed discussion of the special interests that the BWAQ Initial Shareholders may have in the Transactions.

Our actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Transactions been completed on the dates indicated. The preparation of the pro forma financial information is based upon available information and certain assumptions and estimates that BWAQ and TOYO Solar currently believe are reasonable. The unaudited pro forma condensed combined information does not purport to indicate the results that would have been obtained had the Transactions and related transactions actually been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete the Transactions with which a substantial majority of our shareholders do not agree.

The BWAQ Charter does not provide a specified maximum redemption threshold, except that in no event will BWAQ redeem the BWAQ Public Shares in an amount that would cause its net tangible assets, to be less than $5,000,001 either immediately prior to or upon the consummation of a business combination after taking into account the redemption for cash of all BWAQ Public Shares properly demanded to be redeemed by holders of BWAQ Ordinary Share (such that we do not then become subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement that may be contained in the agreement relating to BWAQ’s initial business combination. As a result, BWAQ may be able to complete the Transactions even though a substantial majority of the BWAQ Public Shareholders do not agree with the Transactions and have redeemed their shares in connection with the consummation of the Transactions. In the event that the aggregate redemption requests we would be required to pay for all BWAQ Ordinary Share that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination Agreement exceed the aggregate amount of cash available to BWAQ, BWAQ will not complete the Transactions or redeem any shares, all BWAQ Public Shares submitted for redemption will be returned to the holders thereof, and BWAQ instead may search for an alternate business combination, provided BWAQ still has time to complete an alternative business combination under the Existing BWAQ Charter.

BWAQ Public Shareholders will have a reduced ownership and voting interest after the Transactions and will exercise less influence over management.

Upon the issuance of PubCo Ordinary Shares to the Sellers, current BWAQ Public Shareholders percentage ownership will be diluted. Immediately following the Merger Closing and excluding shares of PubCo Ordinary Share issuable upon the exercise of PubCo Warrants, (i) assuming that no BWAQ Public Shareholders exercise their redemption rights, current BWAQ Public Shareholders percentage ownership in PubCo would be 7.7%, (ii) assuming that BWAQ Public Shareholders holding 50% of BWAQ Public Shares exercise their redemption rights, current BWAQ Public Shareholders percentage ownership in PubCo would be 5.1%, (iii) assuming that BWAQ Public Shareholders holding 75% of the BWAQ Public Shares exercise their redemption rights, current BWAQ Public Shareholders’ percentage ownership in PubCo would be 3.6%, and (iv) assuming that all of the BWAQ Public Shares issued and outstanding as of the Record Date are redeemed, current BWAQ Public Shareholders’ percentage ownership in PubCo would be 2.1%. Additionally, of the seven (7) members of the board of directors of PubCo, six (6) of which will be current directors of TOYO Solar or designated by TOYO Solar. The percentage of the issued and outstanding PubCo Ordinary Shares that will be owned by current BWAQ Public Shareholders as a group will vary based on the number of shares of BWAQ Ordinary Share redeemed in connection with the Transactions. Because of the above, current BWAQ Public Shareholders, as a group, will have less influence on the

board of directors, management, and policies of PubCo than they now have on the Board, management, and policies of BWAQ. See “Beneficial Ownership of Securities Following the Transactions” of this proxy statement/prospectus for an illustration of the number of shares and percentage interests outstanding under scenarios that assume no redemptions and redemptions of BWAQ Public Shares in the maximum amount.

BWAQ may redeem the unexpired BWAQ Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your BWAQ Warrants worthless.

BWAQ has have ability to redeem outstanding BWAQ Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of BWAQ Class A Ordinary Shares equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third business day prior to the date on which BWAQ gives proper notice of such redemption and provided certain other conditions are met. While BWAQ Class A Ordinary Share has not exceeded the $16.50 per share threshold at which BWAQ Warrants would become redeemable since the announcement of the Transactions, there is no assurance that the price of PubCo Ordinary Shares will not exceed the threshold in the future. If and when the BWAQ Warrants become redeemable by BWAQ, BWAQ may exercise its redemption right even if BWAQ is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Notice of redemption shall be mailed by first class mail, postage prepaid, by BWAQ not less than thirty (30) days prior to the date that fixed by BWAQ for the redemption to the registered holders of the BWAQ Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. BWAQ will not redeem the BWAQ Warrants unless a registration statement under the Securities Act covering the shares of the BWAQ Ordinary Share issuable upon exercise of the BWAQ Warrants is effective and a current prospectus relating to those BWAQ Ordinary Shares is available throughout the 30-day redemption period, except if the BWAQ Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the BWAQ Warrants become redeemable by BWAQ, BWAQ may exercise its redemption right even if BWAQ is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If BWAQ elects to redeem the BWAQ Warrants on a cashless basis, then BWAQ will not receive any cash proceeds from the exercise of such BWAQ.

Redemption of the outstanding BWAQ Warrants could force you (i) to exercise BWAQ Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell BWAQ Warrants at the then-current market price when you might otherwise wish to hold BWAQ Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding BWAQ Warrants are called for redemption, is likely to be substantially less than the market value of BWAQ Warrants.

If the Transactions’ benefits do not meet the expectations of investors, shareholders or financial analysts, the market price of the BWAQ Ordinary Shares before the Closing and PubCo Ordinary Shares post-closing may decline.

If the benefits of the Transactions do not meet the expectations of investors or securities analysts, the market price of the BWAQ Ordinary Share prior to the Merger Closing may decline. The market value of the BWAQ Class A Ordinary Share at the time of the Transactions may vary significantly from its price on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus, or the date on which BWAQ Public Shareholders vote on the Transactions.

In addition, following the Transactions, fluctuations in the price of PubCo Ordinary Shares could contribute to the loss of all or part of your investment. Any of the factors listed below could have a material adverse effect on your investment in PubCo Ordinary Shares and PubCo Ordinary Shares may trade at a price significantly below the price you paid for it. In such circumstances, the trading price of PubCo Ordinary Shares may not recover and may experience a further decline.

Factors affecting the trading price of PubCo Ordinary Shares following the Transactions may include:

•        actual or anticipated fluctuations in PubCo quarterly financial results or the quarterly financial results of companies perceived to be similar to PubCo, if available;

•        changes in the market’s expectations about PubCo’s operating results;

•        success of competitors;

•        PubCo’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning PubCo or the market in general;

•        operating and stock price performance of other companies that investors deem comparable to PubCo;

•        changes in laws and regulations affecting PubCo’s business;

•        commencement of, or involvement in, litigation involving PubCo;

•        changes in PubCo’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of shares available for public sale;

•        any major change in the board of directors or management of PubCo;

•        sales of substantial amounts of securities by PubCo’s directors, executive officers, or significant shareholders or the perception that such sales could occur;

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations, and acts of war or terrorism; and

•        other developments affecting the industry.

Broad market and industry factors may materially harm the market price of PubCo Ordinary Shares irrespective of our operating performance. The stock market in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of PubCo’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies, notably in the industry which investors perceive to be similar to PubCo could depress PubCo’s stock price regardless of its business, prospects, financial conditions or results of operations. A decline in the market price for PubCo Ordinary Shares also could adversely affect PubCo’s ability to issue additional securities and PubCo’s ability to obtain additional financing in the future.

BWAQ’s directors may decide not to enforce the indemnification obligations of the Sponsors, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Shareholders.

The Sponsor has agreed that it will be liable to BWAQ if and to the extent any claims by a third party for services rendered or products sold to BWAQ, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per BWAQ Public Share and (ii) the actual amount per BWAQ Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per public share due to reductions in the value of the trust assets, less taxes payable, provided, that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the funds held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under BWAQ’s indemnity of the underwriter of the BWAQ IPO against certain liabilities, including liabilities under the Securities Act. However, BWAQ has not asked the Sponsors to reserve for such indemnification obligations, nor has BWAQ independently verified whether the Sponsors have sufficient funds to satisfy its indemnity obligations and believe that the Sponsors’ only assets are securities of BWAQ. Therefore, we cannot provide any assurance that the Sponsors would be able to satisfy those obligations. None of BWAQ officers or directors will indemnify BWAQ for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If the Sponsors assert that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While we currently expect that BWAQ’s independent directors would take legal action on behalf of BWAQ against the Sponsors to enforce its indemnification obligations to BWAQ, it is possible that BWAQ’s independent directors, in exercising their business judgment, may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to

the amount recoverable or if the independent directors determine that a favorable outcome is not likely. BWAQ has not asked the Sponsors to reserve for such indemnification obligations and we cannot provide any assurance that the Sponsors would be able to satisfy those obligations. Accordingly, we cannot provide any assurance that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.10 per BWAQ Public Share.

Members of BWAQ’s management team may be involved in governmental investigations, regulatory proceedings and civil litigation relating to the business affairs of companies with which they are, were or may in the future be affiliated.

Members of BWAQ’s management team may have been involved or in the future be involved in governmental investigations, regulatory proceedings and civil litigation relating to the business affairs of companies with which they are, were or may in the future be affiliated. Any such investigations or litigations may divert BWAQ’s management team’s attention and resources away from consummating the Transactions, may be detrimental to its reputation, and thus may negatively affect its ability to complete the Transactions. Moreover, there may also be negative publicity associated with such government investigations, regulatory proceedings or civil litigation that could foster speculations and reduce investor confidence, regardless of whether the allegations are valid or whether BWAQ’s management team prevails in such government investigations, regulatory proceedings or civil litigation. As a result, such investigation, proceeding or litigation may materially and adversely affect our business, financial condition, results of operations, reputation or trading price.

BWAQ may become involved in litigation that may materially adversely affect us.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including litigation and claims and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability or require us to change our business practices.

Because of the potential risks, expenses, and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business.

The securities price of BWAQ may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities litigation, including class action litigation. We may be the target of this type of litigation in the future.

Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, and results of operations. Any adverse determination in litigation could also subject us to significant liabilities.

The completion of the Transactions is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

The completion of the Transactions is subject to a number of conditions. The completion of the Transactions is not assured and is subject to risks, including the risk that approval of the Transactions by BWAQ Shareholders is not obtained or that there are not sufficient funds in the Trust Account, in each case subject to certain terms specified in the Business Combination Agreement (as described in “The Business Combination Agreement — Conditions to Merger Closing”). If BWAQ does not complete the Transactions, BWAQ could be subject to several risks, including:

•        the parties may be liable for damages to one another under the terms and conditions of the Business Combination Agreement;

•        negative reactions from the financial markets, including declines in the price of our BWAQ Ordinary Shares because current prices reflect a market assumption that the Transactions will be completed;

•        the attention of our management will have been diverted to the Transactions rather than the pursuit of other opportunities in respect of an initial business combination; and

•        we will have a limited period of time, if any, to complete an alternative initial business combination and we may not be as attractive to potential alternative partners to an initial business combination if we are unable to complete the Transactions.

Either BWAQ or TOYO Solar may waive one or more of the conditions to the Transactions or certain of the other transactions contemplated by the Business Combination Agreement.

Either BWAQ or Group Companies may agree to waive, in whole or in part, some of the conditions to its obligations to consummate the Transactions or certain of the other transactions contemplated by the Business Combination Agreement, to the extent permitted by the BWAQ Charter and applicable laws. For example, it is a condition to BWAQ’s obligations to consummate the Transactions that certain of Group Companies’ representations and warranties are true and correct in all respects as of the date of Closing, except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect. However, if the BWAQ Board determines that it is in the best interest of BWAQ Shareholders to waive any such breach, then the BWAQ Board may elect to waive that condition and consummate the Transactions.

The existence of financial and personal interests of one or more of BWAQ’s directors may result in a conflict of interest on the part of such director(s) between what such director(s) may believe is in the best interests of BWAQ and its shareholders and such director(s) may believe is best for such director(s) in determining to recommend that shareholders vote for the proposals. In addition, BWAQ’s officers have interests in the Transactions that may conflict with your interests as a shareholder. As of the date of this proxy statement/prospectus, BWAQ does not believe there will be any changes or waivers that its directors and officers would be likely to make after shareholder approval of the Transactions has been obtained. While certain changes could be made without further shareholder approval, if there were a change to the terms of the transaction that would have a material impact on the shareholders, BWAQ will be required to circulate a new or amended proxy statement/prospectus or supplement thereto and resolicit the vote of its shareholders with respect to the Business Combination Proposal. See “Proposal No. 1 — The Business Combination Proposal — Interests of BWAQ’s Directors and Officers in the Transactions” of this proxy statement/prospectus for a further discussion of these considerations.

Termination of the Business Combination Agreement could negatively impact BWAQ and TOYO Solar.

If the Transactions are not completed for any reason, including as a result of BWAQ Shareholders declining to approve the Proposals required to effect the Transactions, the ongoing businesses of BWAQ and TOYO Solar may be adversely impacted and, without realizing any of the anticipated benefits of completing the Transactions, BWAQ and TOYO Solar would be subject to a number of risks, including the following:

•        BWAQ or TOYO Solar may experience negative reactions from the financial markets, including negative impacts on the price of BWAQ’s securities (including to the extent that the current market price reflects a market assumption that the Transactions will be completed);

•        BWAQ currently has until May 2, 2024 (or up to November 2, 2024, if extended, or such later date as may be approved by BWAQ Shareholders in an amendment to BWAQ Charter), to complete its initial business combination. This deadline may be extended but additional extension(s) face increased risk to unwind and liquidate if it does not complete its initial business combination by May 2, 2024 (or up to November 2, 2024, if extended, or such later date as may be approved by BWAQ Shareholders in an amendment to BWAQ Charter);

•        TOYO Solar may experience negative reactions from its investors;

•        BWAQ and TOYO Solar will have incurred substantial expenses and will be required to pay certain costs relating to the Transactions, whether or not the Transactions are consummated; and

•        since the Business Combination Agreement restricts the conduct of BWAQ’s and TOYO Solar’s businesses prior to completion of the Transactions, each of BWAQ and TOYO Solar may not have been able to take certain actions during the pendency of the Transactions that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available (see “Proposal No. 1 — The Business Combination Proposal” and “Summary of the Proxy Statement/Prospectus — Covenants and Agreements of the Parties” of this proxy statement/prospectus for a description of the restrictive covenants applicable to BWAQ and TOYO Solar).

If the Business Combination Agreement is terminated and the BWAQ Board seeks another merger or business combination, BWAQ Shareholders cannot be certain that BWAQ will be able to find another acquisition target that would constitute a business combination or that such other merger or business combination will be completed. See “The Business Combination Agreement and Other Transaction Documents — Termination” of this proxy statement prospectus for additional information.

The listing of PubCo’s securities on Nasdaq will not benefit from the process undertaken in connection with an underwritten initial public offering.

Upon the Closing, we intend to list the PubCo Ordinary Shares and PubCo Warrants on Nasdaq under the symbols “TOYO” and “TOYOW,” respectively. Unlike an underwritten initial public offering of PubCo’s securities, the listing of PubCo’s securities as a result of the Transactions will not benefit from the following:

•        the book-building process undertaken by underwriters, which helps to inform efficient price discovery with respect to opening trades of newly listed securities;

•        underwriter support to help stabilize, maintain, or affect the public price of the securities immediately after listing; and

•        underwriter due diligence review of the offering and potential liability for material misstatements or omissions of fact in a prospectus used in connection with the securities being offered, or for statements made by its securities analysts or other personnel.

The lack of such a process in connection with the listing of PubCo’s securities could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for PubCo’s securities during the period immediately following the listing than would typically be experienced in connection with an underwritten initial public offering.

The ability of BWAQ Shareholders to exercise redemption rights with respect to a large number of shares of the BWAQ Ordinary Share could increase the probability that the Transactions would be unsuccessful and that BWAQ Shareholders would have to wait for liquidation in order to redeem their shares of the BWAQ Ordinary Share.

At the time we entered into the Business Combination Agreement and related transaction documents, we did not know how many shareholders would exercise their redemption rights, and therefore we structured the Transactions based on our expectations as to the number of shares that will be submitted for redemption. The Business Combination Agreement requires us to have at least $5,000,001 of net tangible assets upon the consummation of the Transactions, after giving effect to redemptions of BWAQ Public Shares, if any, but before any transaction expenses. If a larger number of shares are submitted for redemption than we initially expected, our ability to complete the Transactions or optimize our capital structure may be limited.

There is no guarantee that a shareholder’s decision to continue to hold shares of PubCo Ordinary Shares following the Transactions will put shareholders in a better future economic position than if they decided to redeem their BWAQ Public Shares for a pro rata portion of the Trust Account, and vice versa.

BWAQ and PubCo can give no assurance as to the price at which a shareholder may be able to sell its PubCo Ordinary Shares in the future following the completion of the Transactions or any alternative business combination. Certain events following the consummation of any initial business combination, including the Transactions, may cause an increase in BWAQ’s share price, and may result in a lower value realized now than a shareholder of BWAQ might realize in the future had the shareholder redeemed their shares. Similarly, if a shareholder does not redeem their shares, the shareholder will bear the risk of ownership of the BWAQ Public Shares after the consummation of any initial business combination, including the Transactions, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult the shareholder’s own tax and/or financial advisor for assistance on how this may affect such shareholder’s individual situation.

If BWAQ Shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their BWAQ Class A Ordinary Shares for a pro rata portion of the funds held in the Trust Account.

To exercise their redemption rights, holders of BWAQ Class A Ordinary Share are required to deliver their shares, either physically or electronically using Depository Trust Company’s DWAC System, to BWAQ’s transfer agent prior to the vote at the Special Meeting. If a Public Shareholder fails to properly seek redemption as described in this proxy statement/prospectus and the Transactions are consummated, such holder will not be entitled to redeem these shares for a pro rata portion of funds deposited in the Trust Account. See “Extraordinary General Meeting of BWAQ Shareholders — Redemption Rights” for additional information on how to exercise your redemption rights.

Shareholders of BWAQ who wish to redeem their shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline.

Public Shareholders who wish to redeem their shares for a pro rata portion of the Trust Account must, among other things, as fully described in “Extraordinary General Meeting of BWAQ Shareholders — Redemption Rights,” deliver their shares (either physically or electronically) to Continental (or through DTC to Continental) prior to or on [__] (two (2) business days before the Extraordinary General Meeting).

If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of more than 15% of the aggregate BWAQ Public Shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the BWAQ Public Shares.

A BWAQ Public Shareholder, together with any of such BWAQ Public Shareholder’s affiliates or any other person with whom such BWAQ Public Shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate such BWAQ Public Shareholder’s shares or, if part of such a group, the group’s shares, with respect to 15% or more of the aggregate BWAQ Public Shares. In order to determine whether a shareholder is acting in concert or as a group with another shareholder, BWAQ will require each BWAQ Public Shareholder seeking to exercise redemption rights to certify to BWAQ whether such shareholder is acting in concert or as a group with any other shareholder. Such certifications, together with other public information relating to stock ownership available to BWAQ at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which BWAQ makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over BWAQ’s ability to consummate the Transactions and you could suffer a material loss on your investment in BWAQ if you sell such excess shares in open market transactions. Additionally, BWAQ Public Shareholders will not receive redemption distributions with respect to such excess shares if BWAQ consummates the Transactions. As a result, you will continue to hold that number of shares aggregating to more than 15% of the BWAQ Public Shares and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. While BWAQ Class A Ordinary Shares have not exceeded the $16.50 per-share redemption price, BWAQ cannot assure you that the value of such excess shares will appreciate over time following the Transactions or that the market price of BWAQ Ordinary Share will exceed the per-share redemption price. Notwithstanding the foregoing, shareholders may challenge BWAQ’s determination as to whether a shareholder is acting in concert or as a group with another shareholder in a court of competent jurisdiction.

However, BWAQ Public shareholders’ ability to vote all of their shares (including such excess shares) for or against the Transactions are not restricted by this limitation on redemption.

BWAQ Public Shareholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, Public Shareholders may be forced to sell their BWAQ Public Shares and/or BWAQ Warrants, potentially at a loss.

Public Shareholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: of (1) the completion of BWAQ’s initial business combination, and then only in connection with those shares of BWAQ Ordinary Share that such shareholders properly elected to redeem, subject to the limitations described herein, (2) the redemption of any BWAQ Public Shares properly tendered in connection with a shareholder vote to amend the Existing BWAQ Charter (A) to modify the substance or timing of BWAQ’s obligation to provide holders of BWAQ Ordinary Share the right to have their shares redeemed in connection with BWAQ’s initial business combination or to redeem 100% of BWAQ Public Shares if BWAQ does not complete its initial business combination by May 2, 2024 (or up to November 2, 2024, if extended, or such later date as may be approved by BWAQ Shareholders in an amendment to BWAQ Charter) or (B) with respect to any other provision relating to the rights of holders of BWAQ Ordinary Share, and (3) the redemption of BWAQ Public Shares if it has not consummated its business combination by the prescribed time period, subject to applicable law. In no other circumstances will a BWAQ Public Shareholder have any right or interest of any kind in the Trust Account. Holders of the BWAQ Warrants and BWAQ Rights will not have any right to the proceeds held in the Trust Account with respect to the BWAQ Warrants or BWAQ Rights. Accordingly, to liquidate your investment, you may be forced to sell your BWAQ Public Shares, BWAQ Warrants, or BWAQ Rights potentially at a loss.

If BWAQ is deemed to be an investment company under the Investment Company Act, BWAQ may be required to institute burdensome compliance requirements and BWAQ’s activities may be restricted, which may make it difficult for BWAQ to complete BWAQ’s initial business combination.

If BWAQ is deemed to be an investment company under the Investment Company Act, BWAQ’s activities may be restricted, including:

•        restrictions on the nature of BWAQ’s investments; and

•        restrictions on the issuance of securities; each of which may make it difficult for BWAQ to complete BWAQ’s initial business combination.

In addition, BWAQ may have imposed upon BWAQ burdensome requirements, including:

•        registration as an investment company;

•        adoption of a specific form of corporate structure; and

•        reporting, record keeping, voting, proxy, and disclosure requirements and other rules and regulations.

BWAQ is currently assessing the relevant risks of BWAQ 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).

Since the consummation of BWAQ IPO till January 2024, the proceeds held in the Trust Account had been invested by the trustee in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds were restricted to these instruments, BWAQ believes BWAQ met the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act. Nevertheless, it is possible that a claim could be made that BWAQ has been operating as an unregistered investment company. If BWAQ 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 BWAQ has not allotted funds and may hinder BWAQ’s ability to complete the Transactions. BWAQ might be forced to abandon its efforts to complete the Transactions and instead be required to liquidate. If BWAQ is required to liquidate, its investors would not be able to realize the benefits of owning stock in a successor operating business, such as any appreciation in the value of the BWAQ’s securities following such a transaction, BWAQ Rights and BWAQ Warrants would expire worthless and BWAQ’s public 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 BWAQ may be considered an unregistered investment company, in which case BWAQ may be required to liquidate.

BWAQ is currently assessing the relevant risks. In January 2024, to mitigate the risk of BWAQ 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), BWAQ instructed Continental, the trustee with respect to the Trust Account, 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 prospectus of BWAQ IPO, and to hold all funds in the Trust Account in cash at an interest bearing bank demand deposit account until the earlier of consummation of the Transactions or liquidation. Following such liquidation, BWAQ will continue to receive interest on the funds held at an interest bearing bank demand deposit account, which might be lesser than that from the U.S. government treasury obligations and money market funds and would reduce the dollar amount its Public Shareholders would receive upon any redemption or liquidation of BWAQ.

We may not be able to complete the Transactions if it is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved.

For example, investments that result in “control” of a “U.S. business” by a “foreign person” (in each case, as such terms are defined in 31 C.F.R. Part 800) that might be considered by CFIUS to be a covered transaction that CFIUS would have authority to review. Some of our directors and officers, and members of our Sponsors, are “foreign persons” as defined under the relevant regulations. Specifically:

Our Sponsor, Blue World Holdings Limited, is a Hong Kong private company limited by shares and is governed by a board of managers consisting of five members, all of which are non-U.S. persons. As of the date hereto, the Sponsor currently owns approximately 40.7% of issued and outstanding BWAQ Ordinary Shares. BWAQ is therefore likely considered a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in the future for so long as the Sponsors have the ability to exercise control over BWAQ for purposes of CFIUS’s regulations. Therefore, it could be subject to foreign ownership restrictions and/or CFIUS review if TOYO Solar is considered to be engaged in a regulated industry or which may affect national security.

Moreover, the scope of CFIUS review was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA’s implementing regulations, which became effective on February 13, 2020, expanded the scope of CFIUS’s jurisdiction to investments that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal data.” In addition, the implementing regulations also subjects certain categories of investments to mandatory filings. If TOYO Solar’s business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Transactions. CFIUS may decide to block or delay the Transactions, impose conditions to mitigate national security concerns with respect to the Transactions or order us to divest all or a portion of PubCo’s business without first obtaining CFIUS clearance.

As a result of, and upon consummation of the Transactions, each of BWAQ and TOYO Solar shall become a subsidiary of PubCo, and PubCo shall become a new public company owned by the prior holders of BWAQ Ordinary Share, the prior holders of BWAQ Rights, the prior holders of BWAQ Warrants, the Sellers, and certain third-party investors of a financing in connection with the Transactions. PubCo is a holding company incorporated in the Cayman Islands. In addition, TOYO Solar’s businesses are substantially based outside of the United States. As a result, we do not expect the Transactions to result in “control” of a “U.S. business” by a “foreign person” under the regulations administered by CFIUS. Additionally, we do not expect the business of BWAQ to be deemed to have a nexus to “critical technologies,” “covered investment critical infrastructure,” and/or “sensitive personal data” under the regulations administered by CFIUS.

Notwithstanding the above, if our determination is not correct, or if the regulations change or are interpreted differently in the future, the Transactions may be subject to CFIUS review or review by another U.S. governmental entity and ultimately prohibited. Even if it is not prohibited, any review by CFIUS or another government entity may have outsized impacts on, among other things, the certainty, timing and feasibility of the Transactions, which would significantly limit or completely hinder our ability to complete the Transactions and force BWAQ to liquidate and BWAQ Warrants and BWAQ Rights to expire worthless, preventing the possibility of any price appreciation that may have occurred in BWAQ’s securities following the Transactions.

The process of government review, whether by the CFIUS or otherwise, could be lengthy and BWAQ has limited time to complete the Transactions. If BWAQ cannot complete the Transactions by November 2, 2024 (assuming full extension, or such later date as may be approved by BWAQ Shareholders in an amendment to BWAQ Charter), because the review process drags on beyond such timeframe or because the Transactions are ultimately prohibited by CFIUS or another U.S. government entity, it may be required to liquidate. If BWAQ liquidates, its Public Shareholders may only receive $10.10 per share, and their BWAQ Warrants and BWAQ Rights will expire worthless. This will also cause you to lose the investment opportunity in TOYO Solar or another target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Changes in laws or regulations related to business combination transactions involving SPACs may materially adversely affect BWAQ’s ability to negotiate and complete an initial business combination (including the proposed Transactions with TOYO Solar).

BWAQ is subject to laws and regulations enacted by national, regional, and local governments. In particular, BWAQ will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly.

Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on BWAQ’s business, investments, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on BWAQ’s business, including BWAQ’s ability to negotiate and complete BWAQ’s initial business combination and results of operations.

On January 24, 2024, the SEC adopted the SPAC Final Rules, relating to, among the others, enhancing disclosures in initial business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; enhancing disclosure requirements related to projections, including requiring disclosure of all material bases of the projections and all material assumptions underlying the projections; increasing the potential liability of certain participants in proposed initial business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act. The SPAC Final Rules was published in the Federal Register on February 26, 2024 and will become effective on July 1, 2024. These rules may materially adversely affect BWAQ’s ability to (i) complete the Transactions with TOYO Solar, or (ii) if BWAQ does not complete the Transactions with TOYO Solar, to engage financial and capital market advisors and negotiate and complete an alternative initial business combination, and, in each case, may increase the costs and time related thereto.

Risks Related to PubCo and Ownership of PubCo’s Shares

Unless the context otherwise requires, all references in this subsection to “we,” “us” or “our” refer to the business of PubCo, which will be the business of PubCo following the consummation of the Transactions.

The price of PubCo securities may be volatile, and the value of PubCo securities may decline.

We cannot predict the prices at which our securities will trade. The price of our securities may not bear any relationship to the market price at which our securities will trade after the Transactions or to any other established criteria of the value of our business and prospects, and the market price of our securities following the Transactions may fluctuate substantially and may be lower than the price agreed by BWAQ and TOYO Solar in connection with the Transactions. In addition, the trading price of our securities following the Transactions could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in our securities as you might be unable to sell these securities at or above the price you paid in the Transactions. Factors that could cause fluctuations in the trading price of our securities include the following:

•        actual or anticipated fluctuations in our financial condition or results of operations;

•        variance in our financial performance from expectations of securities analysts;

•        changes in our projected operating and financial results;

•        changes in laws or regulations applicable to our business;

•        announcements by us or our competitors of significant business developments, acquisitions or new offerings;

•        sales of our securities by us, our shareholders or our warrant holders, as well as the anticipation of lockup releases;

•        significant breaches of, disruptions to or other incidents involving our information technology systems or those of our business partners;

•        our involvement in litigation;

•        conditions or developments affecting the solar power industry in our major markets;

•        changes in senior management or key personnel;

•        the trading volume of our securities;

•        changes in the anticipated future size and growth rate of our markets;

•        publication of research reports or news stories about us, our competitors or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;

•        general economic and market conditions; and

•        other events or factors, including those resulting from war, incidents of terrorism, global pandemics (such as COVID-19), currency fluctuations, natural disasters or responses to these events, including with respect to potential operational disruptions, labor disruptions, increased costs, and impacts to demand related thereto.

These broad market and industry fluctuations may adversely affect the market price of our securities, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our securities are low.

The sale of a significant number of the ordinary shares or other equity securities in the public market after the consummation of the Transactions, or the perception that such sales may occur, could materially and adversely affect the market price of the PubCo Ordinary Shares. These factors could also materially impair PubCo’s ability to raise capital through equity offerings in the future.

Furthermore, employees, consultants and directors of TOYO Solar are expected to be granted equity awards under the PubCo ESOP. You will experience additional dilution when those equity awards and purchase rights become vested and settled or exercised, as applicable, for PubCo Ordinary Shares. Sales of Ordinary Shares by holders after the vesting of awards or holders of options who have exercised their options under any incentive plan that PubCo may in the future implement could also cause the price of the PubCo Ordinary Shares to fall.

The process of taking a company public by means of a business combination with a special purpose acquisition company is different from taking a company public through an IPO and may create risks for our unaffiliated investors.

An IPO involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of proving that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of an IPO company’s business, financial condition and results of operations. Going public via a business combination with a special purpose acquisition company (“SPAC”), such as BWAQ, does not involve any underwriters and may therefore result in less careful vetting of information that is presented to the public.

In addition, going public via a business combination with a SPAC does not involve a bookbuilding process as is the case in an IPO. In any IPO, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a business combination involving a SPAC, the value of the target company is established by means of negotiations between the target company and the SPAC. The process of establishing the value of a target company in a SPAC business combination may be less effective than an IPO bookbuilding process and also does not reflect events that may have occurred between the date of the business combination agreement and the closing of the transaction. In addition, while IPOs are frequently oversubscribed, resulting in additional potential demand for shares in the aftermarket following an IPO, there is no comparable process of generating investor demand in connection with a business combination between a target company and a SPAC, which may result in lower demand for PubCo’s securities after closing, which could in turn decrease liquidity and trading prices as well as increase trading volatility.

Warrants will become exercisable for PubCo Ordinary Shares, which will increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.

Outstanding warrants of BWAQ will be assumed by PubCo and converted into corresponding warrants to purchase an aggregate of 4,912,673 PubCo’s Ordinary Shares. Such warrants will become exercisable on the later of 30 days after the Closing or 12 months from the consummation of the BWAQ IPO. Each warrant will entitle the holder thereof to purchase one PubCo Ordinary Share at a price of $11.50 per whole share, subject to adjustment. Warrants may be exercised only for a whole number of PubCo Ordinary Shares. To the extent such warrants are exercised, additional PubCo Ordinary Shares will be issued, which will result in dilution to the then-existing holders of PubCo Ordinary Shares and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of PubCo Ordinary Shares.

We may redeem your unexpired public PubCo Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your PubCo Warrants worthless.

After the Closing, we will have the ability to redeem outstanding public PubCo Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of PubCo Ordinary Shares equals or exceeds $16.50 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and there is an effective registration statement covering the issuance of the PubCo.

Redemption of the outstanding PubCo Warrants could force you (i) to exercise your PubCo Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your PubCo Warrants at the then-current market price when you might otherwise wish to hold your PubCo Warrants, or (iii) to accept the nominal redemption price, which, at the time the outstanding PubCo Warrants are called for redemption, is likely to be substantially less than the market value of your PubCo Warrants.

A market for our securities may not develop or be sustained, which would adversely affect the liquidity and price of our securities.

Following the Transactions, the price of our securities may fluctuate significantly due to the market’s reaction to the Transactions and general market and economic conditions. A substantial amount of our shares will be subject to transfer restrictions following the Transactions. An active trading market for our securities following the Transactions may never develop or, if developed, may not be sustained. In addition, the price of our securities after the Transactions may vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. Additionally, if the combined company’s securities are not listed on Nasdaq and are quoted on the OTC Bulletin Board (an inter-dealer automated quotation system for equity securities that is not a national securities exchange), the liquidity and price of our securities may be more limited than if we were quoted or listed on the Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If we do not meet the expectations of equity research analysts, if they do not publish research reports about our business or if they issue unfavorable commentary or downgrade our securities, the price of our securities could decline.

The trading market for our securities will rely in part on the research reports that equity research analysts publish about us and our business. The analysts’ estimates are based upon their own opinions and are often different from our estimates or expectations. If our results of operations are below the estimates or expectations of equity research analysts and investors, the price of our securities could decline. Moreover, the price of our securities could decline if one or more equity research analysts downgrade our securities or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business.

Our issuance of additional share capital in connection with financings, acquisitions, investments, our equity incentive plans or otherwise will dilute all other shareholders.

We expect to issue additional share capital in the future that will result in dilution to all other shareholders. We expect to grant equity awards to key employees under our equity incentive plans. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in companies, solutions or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional share capital may cause shareholders to experience significant dilution of their ownership interests and the per share value of PubCo Ordinary Shares to decline.

We do not intend to pay dividends for the foreseeable future, and as a result, your ability to achieve a return on your investment will depend on appreciation in the price of PubCo Ordinary Shares.

We do not intend to pay any cash dividends in the foreseeable future, and any determination to pay dividends in the future will be at the discretion of our board of directors. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends from future earnings for the foreseeable future. In addition, our ability to pay dividends is limited by our indebtedness and may be limited by covenants of any future indebtedness we incur. Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our

shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from the operating entities, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our ordinary shares will likely depend entirely upon any future price appreciation of our ordinary shares. There is no guarantee that our ordinary shares will appreciate in value after this offering or even maintain the price at which you purchased the ordinary shares. You may not realize a return on your investment in our ordinary shares and you may even lose your entire investment in our ordinary shares.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our securities less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The combined company does not intend to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the combined company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the combined company’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

Upon consummation of the Transactions, PubCo will be an “emerging growth company” as defined in the JOBS Act. PubCo will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Transactions, (b) in which PubCo has total annual gross revenue of at least $1.235 billion or (c) in which PubCo is deemed to be a large accelerated filer, which means the market value of PubCo Ordinary Shares held by non-affiliates exceeds $700 million as of the last business day of PubCo’s prior second fiscal quarter, PubCo has been subject to Exchange Act reporting requirements for at least 12 calendar months; and filed at least one annual report, and (ii) the date on which PubCo issued more than $1.0 billion in non-convertible debt during the prior three-year period. PubCo intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that PubCo’s independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation. We cannot predict if investors will find PubCo’s securities less attractive if PubCo chooses to rely on these exemptions. If some investors find PubCo’s securities less attractive as a result, there may be a less active trading market for PubCo’s securities, and the price of PubCo’s securities may be more volatile.

We will be a foreign private issuer, and as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

Upon the closing of the Transactions, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, among

others, (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time, and (3) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information. In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year, and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. As a result of all of the above, you may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.

As we are a “foreign private issuer” and intend to follow certain home country corporate governance practices, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

As a foreign private issuer, we have the option to follow certain home country corporate governance practices rather than those of Nasdaq, provided that we disclose the requirements we are not following and describe the home country practices we are following. We intend to rely on this “foreign private issuer exemption” with respect to Nasdaq rules for shareholder meeting quorums and shareholder approval requirements. We may in the future elect to follow home country practices with regard to other matters. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, a majority of our assets are located in the U.S., or our business is administered principally in the U.S. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of Nasdaq. A U.S.-listed public company that is not a foreign private issuer will incur significant additional legal, accounting and other expenses that a foreign private issuer will not incur.

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company, which we expect to further increase after we are no longer an “emerging growth company.” The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq, and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel are not experienced in managing a public company and will be required to devote a substantial amount of time to comply with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.

As a result of being a public company, we are obligated to develop and maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our securities.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of the end of the fiscal year that coincides with the filing of our second annual report on Form 20-F. This assessment will need to include disclosure

of any material weaknesses identified by our management in our internal control over financial reporting. In addition, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting in our first annual report required to be filed with the SEC following the date we are no longer an “emerging growth company.”

Our current internal controls and any new controls that we develop may become inadequate because of changes in conditions in our business. In addition, changes in accounting principles or interpretations could also challenge our internal controls and require that we establish new business processes, systems and controls to accommodate such changes. Additionally, if these new systems, controls or standards and the associated process changes do not give rise to the benefits that we expect or do not operate as intended, it could materially and adversely affect our financial reporting systems and processes, our ability to produce timely and accurate financial reports or the effectiveness of our internal control over financial reporting. Moreover, our business may be harmed if we experience problems with any new systems and controls that result in delays in their implementation or increased costs to correct any post-implementation issues that may arise.

During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines that we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our securities could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

The growth and expansion of our business places a continuous, significant strain on our operational and financial resources, and our internal controls and procedures may not be adequate to support our operations. As we continue to grow, we may not be able to successfully implement requisite improvements to these systems, controls and processes, such as system access and change. The growth and expansion of our business places a continuous, significant strain on our operational and financial resources. Further growth of our operations to support our customer base, our information technology systems and our internal controls and procedures may not be adequate to support our operations. As we continue to grow, we may not be able to successfully implement requisite improvements to these systems, controls and processes, such as system access and change management controls, in a timely or efficient manner. Our failure to improve our systems and processes, or their failure to operate in the intended manner, whether as a result of the growth of our business or otherwise, may result in our inability to accurately forecast our revenue and expenses, or to prevent certain losses. Moreover, the failure of our systems and processes could undermine our ability to provide accurate, timely and reliable reports on our financial and operating results and could impact the effectiveness of our internal control over financial reporting. In addition, our systems and processes may not prevent or detect all errors, omissions or fraud.

We have identified material weaknesses in our internal control over financial reporting. Following the consummation of the Transactions, in the event of any failure to maintain an effective system of disclosure controls and internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, holders of PubCo Ordinary Shares could lose confidence in PubCo’s financial and other public reporting, which is likely to negatively affect PubCo’s business and the market price of PubCo Ordinary Shares.

Prior to the Closing of the Transactions, we have been a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting.

In connection with the audit of our financial statements as of December 31, 2022 and 2023, and for the period from inception in November 2022 to December 31, 2022 and for the year ended December 31, 2023, we have identified material weaknesses in our internal controls over financial reporting, which we have a plan to further address. A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified relate to (i) our lack of sufficient competent financial reporting and accounting personnel with appropriate understanding of U.S. GAAP and financial reporting requirements set forth by the SEC required to formalize, design, implement and operate key controls over financial reporting processes to address complex U.S. GAAP accounting issues and related disclosures, in accordance with U.S. GAAP and SEC financial reporting requirements, and (ii) our lack of period end financial closing policies and procedures to formalize, design, implement and operate key controls over period end financial closing process for the preparation of financial statements, including disclosures, in accordance with U.S. GAAP and relevant SEC financial reporting requirements.

Furthermore, it is possible that, had our independent registered public accounting firm conducted an audit of our internal control over financial reporting, such firm might have identified additional material weaknesses and deficiencies. We plan to adopt measures to improve our internal controls over financial reporting, including, among others: (i) hiring additional qualified accounting and financial personnel with appropriate knowledge and experience in U.S. GAAP and SEC reporting requirements, (ii) organizing regular training for our accounting staff, especially training related to U.S. GAAP and SEC reporting requirements, (iii) formulating U.S. GAAP accounting policies and procedures manual, which will be maintained, reviewed and updated, on a regular basis, to the latest U.S. GAAP accounting standards, and (iv) establishing period end financial closing policies and procedures for preparation of financial statements. However, the implementation of these measures may not fully address these deficiencies in our internal control over financial reporting, and we cannot conclude that they have been fully remediated. Our failure to correct these deficiencies or failure to discover and address any other deficiencies could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud.

We do not intend to make any determinations on whether we or our non-U.S. subsidiaries are controlled foreign corporations for U.S. federal income tax purposes.

We do not intend to make any determinations on whether we or any of our subsidiaries are treated as “controlled foreign corporations” within the meaning of Section 957(a) of the Code (“CFCs”), or whether any U.S. Holder of PubCo Ordinary Shares is treated as a “United States shareholder” within the meaning of Section 951(b) of the Code with respect to any such CFC. We do not expect to furnish to any U.S. Holder of PubCo Ordinary Shares information that may be necessary to comply with applicable reporting and tax paying obligations with respect to CFCs. The IRS has provided limited guidance regarding the circumstances in which investors may rely on publicly available information to comply with their reporting and taxpaying obligations with respect to CFCs. U.S. Holders of PubCo Ordinary Shares should consult their tax advisors regarding the potential application of these rules to their particular circumstances.

If we or any of our non-U.S. subsidiaries are characterized as a passive foreign investment company for U.S. federal income tax purposes, U.S. Holders (as defined below) may suffer adverse U.S. federal income tax consequences.

A non-U.S. corporation generally will be treated as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes, in any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. We do not believe we will be treated as a PFIC for the taxable year that includes the Merger; however, there can be no assurances in this regard or any assurances that we will not be treated as a PFIC in any future taxable year. Moreover, the application of the PFIC rules is subject to uncertainty in several respects, and we cannot assure you that the Internal Revenue Service (the “IRS”) will not take a contrary position or that a court will not sustain such a challenge by the IRS.

Whether we or any of our non-U.S. subsidiaries are a PFIC for any taxable year is a factual determination that depends on, among other things, the composition of our income and assets, our market value and the market value of our subsidiaries’ shares and assets. Changes in our composition, the composition of our income or the composition of any of our non-U.S. subsidiaries assets may cause us to be or become a PFIC for the current or subsequent taxable years. Whether we are treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty.

If we are a PFIC for any taxable year, a U.S. Holder of our ordinary shares may be subject to adverse tax consequences and may incur certain information reporting obligations. U.S. Holders of our ordinary shares are strongly encouraged to consult their own advisors regarding the potential application of these rules to us and the ownership of our ordinary shares.

We may be subject to securities litigation, which is expensive and could divert management attention.

The market price of our securities may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business.

Subsequent to the consummation of the Transactions, we may be required to take write-downs or write-offs, or we may be subject to restructuring, impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

Although BWAQ has conducted due diligence on TOYO Solar, this diligence may not surface all material issues that may be present with TOYO Solar’s business. Factors outside of BWAQ’s and outside of TOYO Solar’s control may, at any time, arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if BWAQ’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and therefore not have an immediate impact on our liquidity, the fact that our reports charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by TOYO Solar or by virtue of us obtaining post-combination debt financing. Furthermore, charges of this nature may cause us to be unable to obtain future financing on favorable terms or at all. Accordingly, any holders who choose to retain their securities following the Transactions could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

Nasdaq may not list PubCo’s securities on its exchange, which could limit investors’ ability to make transactions in PubCo’s securities and subject PubCo to additional trading restrictions.

In connection with the Transactions, in order to continue to maintain the listing of securities on Nasdaq, we will be required to demonstrate PubCo’s compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements. We will apply to have PubCo’s securities listed on Nasdaq upon consummation of the Transactions. We cannot assure you that we will be able to meet all initial listing requirements. Even if PubCo’s securities are listed on Nasdaq, PubCo may be unable to maintain the listing of its securities in the future.

If PubCo fails to meet the initial listing requirements and Nasdaq does not list its securities on its exchange, PubCo would not be required to consummate the Transactions. In the event that PubCo elected to waive this condition, and the Transactions were consummated without PubCo’s securities being listed on Nasdaq or on another national securities exchange, PubCo could face significant material adverse consequences, including:

•        a limited availability of market quotations for PubCo’s securities;

•        reduced liquidity for PubCo’s securities;

•        a determination that PubCo’s shares is a “penny stock” which will require brokers trading in PubCo’s shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for PubCo’s securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If PubCo’s securities are not listed on Nasdaq, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities because states are not preempted from regulating the sale of securities that are not covered securities.

PubCo’s corporate actions that require shareholder approval will be substantially controlled by its controlling shareholder, WWB, who will have significant influence over such matters, and their interests may not be aligned with the interest of other shareholders.

Immediately following the consummation of the Transactions, WWB and Mr. Junsei Ryu, the chief executive officer and chairman of the board of directors of PubCo, are expected to control up to 65.4% of PubCo’s issued and outstanding ordinary shares, assuming a no redemption scenario (up to 70.9% assuming a maximum 100% redemption scenario). For so long as WWB continues to control shares representing a majority of PubCo’s voting power, it will generally be able to determine the outcome of all corporate actions requiring shareholder approval, and control or exert significant influence on the composition of the board of directors. WWB’s interests may not be aligned with the interests of other shareholders of PubCo following the closing of the Transactions. We might be prevented from entering into transactions that could be beneficial to us without the consent of WWB. This concentration of voting power may also discourage, delay or prevent a change in control of PubCo, which could deprive shareholders of an opportunity to receive a premium for the PubCo Ordinary Shares as part of a sale of PubCo and may significantly reduce the price of PubCo Ordinary Shares.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited as PubCo is incorporated under the law of the Cayman Islands. PubCo conducts substantially all of its operations, and a majority of its directors and executive officers reside, outside of the United States.

PubCo is an exempted company limited by shares incorporated under the laws of the Cayman Islands, and following the Transactions, will conduct a portion of its operations through its subsidiary, TOYO Solar, outside the United States. Substantially all of PubCo’s assets are located outside of the United States. A majority of PubCo’s officers and directors following the consummation of the Transactions reside outside the United States and a portion of the assets of those persons are located outside of the United States. As a result, it could be difficult or impossible for you to bring an action against PubCo or against these individuals outside of the United States in the event that you believe that your rights have been infringed upon under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands could render you unable to enforce a judgment against PubCo’s assets or the assets of PubCo’s directors and officers.

In addition, PubCo’s corporate affairs will be governed by the amended and restated memorandum and articles of association of PubCo, the Cayman Companies Act and the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of PubCo’s ordinary shareholders and the fiduciary duties of PubCo’s directors under Cayman Islands law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States. Some U.S. states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

Shareholders of Cayman Islands exempted companies like PubCo have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies (other than the memorandum and articles of association, the registers of mortgages and charges, and copies of any special resolutions passed by the shareholders of such companies). The Registrar of Companies of the Cayman Islands shall make available the list of the names of the current directors of the Company (and where applicable the current alternate directors of the Company) for inspection by any person upon payment of a fee by such person. PubCo’s directors will have discretion under the amended and restated memorandum and articles of association of PubCo to determine whether or not, and under what conditions, PubCo’s corporate records may be inspected by its ordinary shareholders, but PubCo is not obliged to make them available to the ordinary shareholders. This may make it more difficult for you

to obtain the information needed to establish any facts necessary for a shareholder to motion or to solicit proxies from other shareholders in connection with a proxy contest. See “Description of PubCo Securities — Certain Differences in Corporate Law — Inspection of Books.”

Certain corporate governance practices in the Cayman Islands, which is PubCo’s home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. To the extent PubCo chooses to follow home country practice with respect to corporate governance matters, its shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers. See “Management of PubCo Following the Transactions — Foreign Private Issuer Status.”

As a result of all of the above, PubCo’s shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

PubCo may be a “controlled company” within the meaning of the Nasdaq listing rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies. If PubCo relies on these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to such requirements.

Upon the closing of the Transactions, WWB and Mr. Junsei Ryu, the chief executive officer and chairman of the board of directors of PubCo, will, assuming a no redemption scenario, control approximately 65.4% of the voting power of PubCo’s outstanding ordinary shares (or 70.9% assuming a maximum redemption scenario), without taking into account of potential source of dilution. As a result, PubCo will be a “controlled company” within the meaning of applicable Nasdaq listing rules. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company.” For so long as PubCo remains a “controlled company,” it may elect not to comply with the following corporate governance requirements:

•        that a majority of the board of directors consists of independent directors;

•        that it has a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•        that it has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibility.

Upon closing of the Transactions, PubCo expects to exempt from the requirements that a majority of the board of directors consists of independent directors, and that each of the nominating and corporate governance committee and the compensation committee is composed entirely of independent directors. As a result, you may not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Cayman Islands economic substance requirements may have an effect on our business and operations.

Pursuant to the International Tax Cooperation (Economic Substance) Act, 2018 of the Cayman Islands (the “ES Act”), that came into force on January 1, 2019, a “relevant entity” conducting a “relevant entity” is required to satisfy the economic substance test set out in the ES Act. A “relevant entity” includes an exempted company incorporated in the Cayman Islands as is the PubCo. There are nine designated “relevant activities” under the ES Act, and for so long as PubCo is carrying on activities which fall within any of the designated relevant activities, it shall comply with all applicable requirements under the ES Act. If the only business activity that PubCo carries on is to hold equity participation in other entities and only earns dividends and capital gains, then based on the current interpretation of the ES Act, PubCo is a “pure equity holding company” and will therefore only be subject to the minimum substance requirements, which require us to (i) comply with the all applicable requirements under the Cayman Companies Act and (ii) have adequate human resources and adequate premises in the Cayman Islands for holding and managing equity participations in other entities. However, there can be no assurance that PubCo will not be subject to more requirements under the ES Act. Uncertainties over the interpretation and implementation of the ES Act may have an adverse impact on PubCo’s business and operations.

EXTRAORDINARY GENERAL MEETING OF BWAQ SHAREHOLDERS

General

BWAQ is furnishing this proxy statement/prospectus to BWAQ Shareholders as part of the solicitation of proxies by BWAQ’s board of directors for use at the Extraordinary General Meeting of BWAQ Shareholders to be held on [__], and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to BWAQ Shareholders on or about [__] in connection with the vote on the proposals described in this proxy statement/prospectus. This proxy statement/prospectus provides BWAQ Shareholders with information they need to know to be able to vote or instruct their vote to be cast at the Extraordinary General Meeting.

Date, Time and Place

The Extraordinary General Meeting of shareholders shall be held on [__], at [9:00] a.m., Eastern Time, at the offices of Robinson & Cole LLP located at 666 Third Avenue, 20th Floor, New York, NY 10017, and virtually via teleconference using the dial-in information: +1 813-308-9980 (Access Code: 173547), or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.

Purpose of BWAQ Extraordinary General Meeting

At the Extraordinary General Meeting, BWAQ is asking holders of BWAQ Ordinary Shares to:

•        consider and vote upon the Business Combination Proposal;

•        consider and vote upon the Merger Proposal; and

•        if presented, consider and vote upon the Adjournment Proposal.

Under the Business Combination Agreement, the approval of the Business Combination Proposal and the Merger Proposal by the requisite vote of BWAQ Shareholders is a condition to the consummation of the Transactions. Each of the Business Combination Proposal and the Merger Proposal is cross-conditioned on the approval of each other.

Recommendation of BWAQ Board of Directors FOR the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal

The BWAQ Board has unanimously determined that the Business Combination Proposal, and the Merger Proposal are fair to and in the best interests of BWAQ; has unanimously approved the Business Combination Proposal; unanimously recommends that shareholders vote “FOR” the Business Combination Proposal; unanimously recommends that shareholders vote “FOR” the Merger Proposal; and unanimously recommends that shareholders vote “FOR” the Adjournment Proposal if it is presented to the meeting.

The existence of financial and personal interests of one or more of BWAQ’s directors results in conflicts of interest on the part of such director(s) between what he, she or they may believe is in the best interests of BWAQ and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, BWAQ’s officers have interests in the Transactions that may conflict with your interests as a shareholder. See “Proposal No. 1 — The Business Combination Proposal — Interests of BWAQ’s Directors and Executive Officers in the Transactions” for a further discussion of these considerations.

Record Date; Outstanding Shares; Shareholders Entitled to Vote

BWAQ has fixed the close of business on April 24, 2024, as the “Record Date” for determining BWAQ Shareholders entitled to notice of and to attend and vote at the Extraordinary General Meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. BWAQ units, BWAQ warrants and BWAQ rights do not have voting rights. As of the close of business on the Record Date, there were 5,002,246 BWAQ Class A Ordinary Shares and 1,600,000 BWAQ Class B Ordinary Shares outstanding and entitled to vote. Each BWAQ Ordinary Share is entitled to one vote per share at the Extraordinary General Meeting.

Quorum

The presence (which would include presence at the virtual Extraordinary General Meeting), in person or by proxy, or if a corporation or other non-natural person by its duly authorized representative or proxy, of one or more shareholders together hold not less than a majority of the issued and outstanding BWAQ Ordinary Shares entitled to attend and vote at the Extraordinary General Meeting constitutes a quorum at the Extraordinary General Meeting. As of the record date for the Extraordinary General Meeting, 2,771,531 BWAQ Ordinary Shares would be required to achieve a quorum.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to BWAQ but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters, but they will not be treated as shares voted on the matter. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction.

Vote Required

The approval of the Business Combination Proposal requires the affirmative vote of at least a simple majority of the votes cast by the holders of the issued and outstanding BWAQ Ordinary Shares, voting as a single class, who are present in person (including virtual presence) or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting. The approval of Merger Proposal requires the affirmative vote of at least two-thirds of the votes cast by the holders of the issued and outstanding BWAQ Ordinary Shares, voting as a single class, who are present in person (including virtual presence) or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting.

Each of the Business Combination Proposal and the Merger Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of the Business Combination Proposal set forth in this proxy statement/prospectus.

The approval of the Adjournment Proposal if presented will require the consent of the meeting, which means a simple majority of the votes which are cast by those shareholders of BWAQ who are present, in person or by proxy, and entitled to vote thereupon at the Extraordinary General Meeting.

Voting Your Shares

Each share of BWAQ Ordinary Shares that you own in your name entitles you to one vote. Your proxy card shows the number of shares of BWAQ Ordinary Shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your BWAQ Ordinary Shares at the Extraordinary General Meeting:

•        You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the BWAQ board of directors “FOR” the Business Combination Proposal, “FOR” the Merger Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Extraordinary General Meeting. Votes received after a matter has been voted upon at the Extraordinary General Meeting will not be counted; or

•        You can attend the Extraordinary General Meeting virtually and vote electronically.

Beneficial shareholders who wish to attend the Extraordinary General Meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mailing a copy (a legible photograph is sufficient) of their legal proxy to Advantage Proxy, Inc. at ksmith@advantageproxy.com.

Beneficial shareholders who email a valid legal proxy shall be issued a meeting control number that shall allow them to register to attend and participate in the Extraordinary General Meeting. After contacting our transfer agent, a beneficial holder shall receive an email prior to the meeting with a link and instructions for entering the Extraordinary General Meeting. Beneficial shareholders should contact our transfer agent at least five business days prior to the meeting date.

Revoking Your Proxy

If you are a shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date; or

•        you may notify BWAQ, in writing, before the Extraordinary General Meeting that you have revoked your proxy. (If you do so, you may attend the Extraordinary General Meeting virtually and vote via electronic communication, as indicated above.)

Who Can Answer Your Questions About Voting Your Shares

If you are a BWAQ shareholder and have any questions about how to vote or direct a vote in respect of your BWAQ shares, you may call Advantage Proxy, Inc., BWAQ’s proxy solicitor, at (877) 870-8565, or banks and brokers can call (206) 870-8565, or by email at ksmith@advantageproxy.com.

Redemption Rights

BWAQ Public Shareholders may seek to have their shares redeemed for cash, regardless of whether they vote or, if they do vote, irrespective of whether they vote for or against the Business Combination Proposal or the Merger Proposal. Any BWAQ Public Shareholder may demand that BWAQ redeem such shares for a per-share price, payable in cash, equal to the pro rata portion of the amount on deposit in the trust account (which was $11.256 per share as of April 24, 2024, the Record Date), calculated as of two business days prior to the anticipated consummation of the Transactions, including interest earned on the funds held in the trust account and not previously released to BWAQ to pay our taxes (less up to $50,000 of interest to pay dissolution expenses). If a BWAQ Public Shareholder properly seeks redemption as described in this section and the Transactions are consummated, BWAQ shall redeem these shares for a pro rata portion of funds deposited in the trust account and the holder shall no longer own these shares. A BWAQ Public Shareholder, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act) may not seek to have more than 15% of the aggregate BWAQ public shares redeemed without the consent of BWAQ.

The BWAQ Insiders shall not have redemption rights with respect to any BWAQ Ordinary Shares owned by them, directly or indirectly. Maxim does not have redemption rights with respect to the Private Shares and the Representative Shares held by it.

BWAQ Public Shareholders who seek to have their BWAQ public shares redeemed are required to (A) submit a redemption request in writing to Continental, BWAQ’s transfer agent, in which they (i) request that BWAQ redeem all or a portion of their BWAQ public shares for cash and (ii) identify themselves as the beneficial holders of the shares and provide their legal name, phone number and address, and (B) deliver their public shares, either physically or electronically using DTC’s DWAC System, to BWAQ’s transfer agent no later than 5:00 p.m. Eastern time on [__] (two business days prior to the Extraordinary General Meeting). If you hold the shares in street name, you shall have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures shall not be converted into cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent shall typically charge the tendering broker $100.00 and it would be up to the broker whether or not to pass this cost on to the converting shareholder. In the event the proposed Transactions are not consummated, this may result in an additional cost to shareholders for the return of their shares.

Any request to have BWAQ public shares redeemed, once made by a BWAQ Public Shareholder, may be withdrawn at any time up to the vote on the Business Combination Proposal and the Merger Proposal, but only with the consent of the Board of Directors of BWAQ. If a BWAQ Public Shareholder delivers its public shares for redemption

THE BUSINESS COMBINATION AGREEMENT AND OTHER TRANSACTION DOCUMENTS

The Business Combination Agreement

On August 10, 2023, BWAQ entered into the Business Combination Agreement with the Group Companies and Shareholders. Pursuant to the Business Combination Agreement, (a) the Group Companies, VSUN and Fuji Solar 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, 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 $50,000,000, 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) immediately prior to the closing of the SinCo Acquisition, Fuji Solar shall hold an aggregate of 41,000,000 PubCo Ordinary Shares, representing all issued and outstanding share capital of PubCo, and (b) following the consummation of the Pre-Merger Reorganization, BWAQ shall merge with and into Merger Sub, with Merger Sub continuing as the surviving company, as a result of which, among other things, all of the issued and outstanding securities of BWAQ immediately prior to 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 Business Combination Agreement and in accordance with the provisions of the Cayman Companies Act and other applicable laws.

On December 6, 2023, for the main purposes to (i) adjust the consideration of Share Exchange from one (1) PubCo Ordinary Share to SGD 1.00, and (ii) reflect additional funding support by Fuji Solar in connection with the costs and expenses incurred in connection with the Transactions, BWAQ entered into an amendment to the Business Combination Agreement (the “Frist Amendment to the Business Combination Agreement”) with the Group Companies and Shareholders.

Pursuant to the First Amendment to the Business Combination Agreement:

•        PubCo will acquire one hundred percent (100%) of the issued and paid-up share capital of SinCo from Fuji Solar at an aggregate consideration of SGD1.00;

•        Fuji Solar agrees to deposit into the Trust Account of (i) the total amount of the fund for BWAQ’s extension from December 2, 2023 to January 2, 2024, and (ii) the one-half (1/2) amount of the fund for the extension from January 2, 2024 to February 2, 2024, respectively, to be evidenced by unsecured promissory notes of BWAQ (the “Fuji Extension Notes”), the amount of which shall be fully repaid in cash at the Merger Closing or converted into the SPAC Units at US$10 per unit immediately prior to the Merger Closing at the discretion of Fuji Solar; and

•        The Group Companies agree to advance (i) one-third (1/3) of the expenses payable to a valuation firm selected by the special committee of the board of directors of BWAQ for the valuation of the Group Companies in connection with Transactions (the “Valuation Firm Expenses”) and (ii) one-third (1/3) of the expenses for a proxy solicitor mutually agreed by BWAQ, the Sponsor and the Shareholders for soliciting approval of the Transactions by shareholders of BWAQ (the “Proxy Solicitor Expenses”), provided that (x) the aggregate amount of Valuation Firm Expenses and Proxy Solicitor Expenses the Group Companies will be responsible for pursuant to this sentence shall not exceed $200,000, and (y) the Group Companies’ payment for its portion of the Valuation Firm Expenses and Proxy Solicitor Expenses shall be evidenced by one or more promissory notes of BWAQ (the “Fuji Expenses Notes,” together with the Fuji Extension Notes, collectively, the “Fuji Notes”) issued to the Group Companies’ designee, each of which shall be fully repaid in cash at the Merger Closing or converted into SPAC Units at US$10 per unit immediately prior to the Merger Closing at the discretion of the holder of such promissory note.

On February 6, 2024, to reflect that Fuji Solar agrees to provide additional funding support in connection with the Extension of BWAQ, BWAQ entered into the second amendment (the “Second Amendment to the Business Combination Agreement”) to the Business Combination Agreement with the Group Companies and the Shareholders, pursuant to which Fuji Solar agrees to additionally deposit into the Trust Account of the total amount of the fund for BWAQ’s extension from February 2, 2024 to March 2, 2024. Fuji Solar has further agreed to be responsible for the total amount of the funds for the extension of BWAQ’s term from March 2, 2024 to April 2, 2024 if the Merger Closing has not occurred by March 1, 2024 due to (x) the gross negligence or willful misconduct of any of the Group

Companies or the Shareholders, or (y) the termination of the Business Combination Agreement by the Company. Such total amount of the funds of the Extension Payments provided by Fuji Solar shall be evidenced by Fuji Extension Notes, the amount of which shall be fully repaid in cash at the Merger Closing or converted into the SPAC Units at US$10 per unit immediately prior to the Merger Closing at the discretion of Fuji Solar.

On February 29, 2024, the parties entered into the third amendment (the “Third Amendment to the Business Combination Agreement”) to the Business Combination Agreement to reflect the restructuring of PubCo. Fuji Solar, as the sole shareholder of PubCo, transferred all of the 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 and consistent with the Business Combination 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 Third Amendment to the Business Combination Agreement also entered into a Joinder Agreement (the “Joinder Agreement”) in connection with the PubCo Pre-Closing Restructuring.

Pursuant to the Third Amendment to the Business Combination Agreement, as a result of Pre-Merger Reorganization (i) SinCo shall become a wholly-owned subsidiary of PubCo, (ii) TOYO Solar shall become a wholly-owned subsidiary of SinCo, and (iii) the Sellers shall become the only shareholders of PubCo. The Third Amendment to the Business Combination 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 Third Amendment to the Business Combination Agreement and the Joinder Agreement, each of WAG, Belta and BestToYo became a Shareholder and a Seller, and is subject to representations, warranties and covenants under the Business Combination Agreement that are substantially equivalent to those made by Fuji Solar under the Business Combination Agreement prior to the Third Amendment to the Business Combination Agreement. There are no changes to the conditions to consummate the Transactions (as defined below) as a result of the Third Amendment to the Business Combination.

The Merger, the Pre-Merger Reorganization and each of the other transactions contemplated by the Business Combination Agreement or any of the other relevant transactional documents are collectively referred to as “Transactions.”

Earnout Escrow

Pursuant to the Business Combination Agreement, at or prior to the Merger Closing, an aggregate of 13,000,000 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 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 follows:

(a)    Following the Merger, if the 2024 Audited Net Profit is no less than $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

(b)    If the 2024 Audited Net Profit is less than $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) $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.

Representations and Warranties

Under the Business Combination Agreement, the Shareholders, the Group Companies and BWAQ, have each made customary representations and warranties to each other, including without limitation as to such parties’ organization and standing, due authorization, ownership, no conflict, governmental authorities and consents, litigation and proceedings, and in the case of the Group Companies, its capitalization, financial statements and internal control, liabilities, legal compliance, contracts, benefit plans, labor matters, taxes, insurance, licenses, equipment and tangible assets, real property, intellectual property, privacy and cybersecurity, environmental matters, anti-corruption compliance, anti-money laundering and trade compliance, vendor, government contracts, brokers’ fees, foreign private issuer and emerging growth company status, no China-based entity, and certain other matters, and in the case of BWAQ, its disclosure and listing compliance as a public company, internal control and financial statement, governmental authorities and consent, trust account, Investment Company Act matters, liabilities, capitalization, brokers’ fees, indebtedness, transaction financing, and certain other matters. Except in the case of actual fraud, the representations and warranties in the Business Combination Agreement will not survive the Merger Closing.

Covenants and Agreements of the Parties

The Business Combination Agreement also contains covenants of the parties regarding their conduct during the period between the signing of the Business Combination Agreement and the earlier of the Merger Closing or the termination of the Business Combination Agreement, including covenants regarding, among other things, (i) commercially reasonable efforts to obtain regulatory approvals required by relevant laws and regulations to consummate the Transactions, (ii) the provision of access to their books and records, preparation of registration statement including the proxy statement contained therein to be filed with the SEC, and holding shareholder meeting or soliciting written shareholders consent and obtaining their perspective shareholder approvals for the Transactions, as applicable, (iii) other support activities for consummation of the Transactions, (iv) public announcements related to the Transactions, (v) confidentiality, (vi) transfer taxes matters, (vii) tax matters, (viii) cooperation among the parties to search for and obtain financing to consummate the Transactions, (ix) using reasonable best efforts to take actions necessary, proper or advisable to consummate the Transaction Financings, (x) entry of employment agreements with each executive officers of TOYO Solar by TOYO Solar, (xi) appointment of officers and directors of PubCo, (xii) maintenance of indemnifications and insurances for officers and directors, (xiii) required filings or applications for compliance with antitrust related laws and regulations, and (xiv) promptly notification of litigations related to the Transactions and the officers and directors of the Group Companies or SPAC.

The Group Companies and the Shareholders also agreed, as applicable, (i) with respect to each of the Group Companies, except as otherwise contemplated by the Business Combination Agreement, to use reasonable best efforts to operate its business in the ordinary course consistent with past practice and comply with applicable corporate documents, (ii) with respect to the applicable Group Company, to provide audited financial statements, and, with respect to each Group Company, to assist BWAQ to prepare its financial statements in connection with the relevant SEC filings, (iii) with respect to each Group Company, not to solicit or respond to any alternative proposals, (iv) to provide reasonable assistance in connection with the consummation of the Transactions, (v) with respect to each Group Company, to provide updates with respect to their business developments, (vi) to comply with applicable laws and regulations with respect to material nonpublic information, (vii) to use best efforts to support the consummation of the Transactions, (viii) with respect to the Shareholders and SinCo, to obtain relevant regulatory approvals in connection with SinCo Acquisition, (ix) with respect to PubCo, to adopt the PubCo ESOP prior to the Merger Closing, (x) with respect to PubCo, to adopt amended and restated memorandum and articles of association, (xi) with respect to PubCo, to use reasonable best effort to support Nasdaq listing application and consummation of the Transactions.

The Business Combination Agreement also includes certain covenants on BWAQ requiring BWAQ to, among other things, (i) make appropriate arrangements for disbursements of the funds in the trust account of BWAQ in accordance with the Trust Agreement, (ii) use reasonable best efforts to ensure BWAQ remains listed as a public company and retain the listing for the BWAQ’s securities on Nasdaq through the Merger Closing, (iii) not solicit or respond to any alternative proposals, (iv) use reasonable best efforts to operate its business in the ordinary course consistent with past practice and comply with applicable corporate documents, (v) file reports with the SEC as required and comply with relevant reporting rules and regulations, (vi) notify the Group Companies of litigations related to the Transactions and the officers and directors of BWAQ, (vii) use best efforts to cause the Sponsor to support the monthly extensions of BWAQ’s terms until February 1, 2024, to obtain the Underwriter’s Consent to irrevocably consent to

convert the entire amounts due to them for their Deferred Underwriting Fee into 322,000 PubCo Ordinary Shares at $10.00 per share upon the Merger Closing, and the Working Capital Loans Conversion Consent to have Sponsor or other persons entitled to receive repayment of the Working Capital Loans irrevocably consent to convert the entire amounts due under the Working Capital Loans into BWAQ Units immediately prior to the Merger Closing, (viii) use best efforts to obtain financing in connection with the Transactions, (ix) take reasonable steps to ensure compliance in accordance with Section 16 of the Exchange Act, and (x) provide updates with respect to its business developments.

Conditions to Consummation of the Transactions

Consummation of the Transactions is subject to the satisfaction or waiver by the respective parties of a number of conditions, including the approval of the Business Combination Agreement and the Transactions by BWAQ Shareholders.

Other conditions to each party’s obligations include, among other things: (i) the Business Combination Agreement and the Transactions having been approved by the shareholders of PubCo, (ii) the Proxy/Registration Statement having become effective, (iii) PubCo’s application as a foreign private issuer, PubCo’s listing applications and listing applicable of PubCo’s securities to be issued in connection with the Transactions having been approved by Nasdaq, subject only to official notice of issuance thereof, (iv) all relevant regulatory approvals necessary to consummate the Transactions having been obtained, (v) no order, judgment, injunction, decree, writ, stipulation, determination or award having been enacted or promulgated enjoining or prohibiting the consummation of the Transactions; (vi) completion of the Pre-Merger Reorganization, (vii) no Group Company Material Adverse Effect (as defined in the Business Combination Agreement), (viii) no less than $5,000,001 of the net tangible assets of PubCo upon the Merger Closing, (ix) adoption of the PubCo ESOP, (x) full execution and delivery of the relevant documents related to the Business Combination Agreement and the Transactions. Other conditions to BWAQ’s obligations include, among other things, delivery of the Audited Financial Statements (as defined in the Business Combination Agreement) by the Group Companies to BWAQ. Other conditions to the Group Companies’ and the Shareholders’ obligations include, among other things, (i) at least $29,500,000 Available Closing Cash immediately prior to or upon the Merger Closing, and (ii) consummation of the conversions pursuant to the Underwriter’s Consent and the Working Capital Loans Conversion Consent. The “Available Closing Cash” means an amount (that is not generated from any borrowing) equal to the sum of (a) the amount of cash available in the Trust Account following the Extraordinary General Meeting, after deducting the amount required to satisfy the redemptions by the shareholders of BWAQ Class Ordinary Shares in connection with the Extraordinary General Meeting and payments of (i) any out-of-pocket fees and expenses actually payable by BWAQ, the Sponsor or its affiliates as a result of or in connection with BWAQ’s negotiation, documentation and consummation of the Transactions as set forth in the Business Combination Agreement (the “BWAQ Transaction Expenses”) (not to exceed $2,500,000) and (ii) any fees and expenses payable by the Shareholders, the Group Companies or any of their affiliates as set forth in the Business Combination Agreement (the “Group Company Transaction Expenses”) (not to exceed $8,000,000), plus (b) the proceeds of any transactions pursuant to which investors commit to acquiring (i) PubCo Ordinary Shares, (ii) equity securities of Group Companies, or (iii) BWAQ’s securities convertible into PubCo’s securities prior to or upon the Merger Effective Time, subject to restrictions, terms and conditions as set forth in the Business Combination Agreement (the “Transaction Financings”) actually received by PubCo prior to or substantially concurrently with the Merger Closing. The Pre-Merger Reorganization has been completed as of the date of this proxy statement/prospectus.

Termination

The Business Combination Agreement may be terminated by BWAQ or TOYO Solar under certain circumstances, including, among other things, (i) by mutual written consent of TOYO Solar and BWAQ, (ii) by TOYO Solar or BWAQ, if any laws (whether temporary, preliminary or permanent) or governmental order makes the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions, other than any such restraint that is immaterial, (iii) by TOYO Solar, if BWAQ fails to obtain the required vote at a shareholder meeting duly convened therefor or at any adjournment or postponement thereof, (iv) by BWAQ, upon certain breach of the representation, warranty, covenant or agreement as set forth in the Business Combination Agreement by the Group Companies or Shareholders and failure to cure such breach within a certain period, or (v) by TOYO Solar, upon certain breach of the representation, warranty, covenant or agreement as set forth in the Business Combination Agreement and failure to cure such breach within a certain period.

Governing Law and Dispute Resolution

The Business Combination Agreement is governed by the laws of State of New York without giving effect to principles or rules of conflicts of law that would result in the application of the substantive law of another jurisdiction. All claims arising out of or related to the Business Combination Agreement or the Transactions shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The arbitration award shall be final and binding on the parties and the parties undertake to carry out any award without delay.

Related Agreements and Documents

Sponsor Support Agreement

In connection with the execution of the Business Combination Agreement, on August 10, 2023, the Sponsor entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) with BWAQ and PubCo, pursuant to which the Sponsor agreed to vote all the Subject Shares (as defined in the Sponsor Support Agreement) (such shares, the “Sponsor Subject Shares”) in favor of each of the shareholder proposals in connection with the Transactions. The Sponsor has further agreed that, except as set forth in the Sponsor Support Agreement, the Sponsor will not transfer the Sponsor Subject Shares from the date of the Sponsor Support Agreement until the earlier of the date of termination of the Sponsor Support Agreement or the date on which the Merger Closing actually occurs (the “Merger Closing Date”). The Sponsor has also agreed on other matters to provide support for the Transactions as described below.

Sponsor Earnout Equities

Pursuant to the Sponsor Support Agreement, at the Merger Closing, the Sponsor will irrevocably surrender certain amount of the Sponsor Earnout Equities (as defined below) for cancellation pursuant to the applicable subsection below if any of the events described in the applicable subsection below occurs at the Merger Closing.

(i)     In the event that (a) the Aggregate Financing Amount is less than $20,000,000, and (b) the closing condition of Available Closing Cash (as defined in the Business Combination Agreement) set forth in Section 11.3(d) of the Business Combination Agreement is waived by TOYO Solar and the Shareholders, all of the Sponsor Earnout Equities shall be immediately surrendered by the Sponsor to BWAQ for cancellation without any consideration;

(ii)    in the event that (a) the Aggregate Financing Amount equals or exceeds $20,000,000 but is less than $40,000,000, (b) the closing condition of Available Closing Cash set forth in Section 11.3(d) of the Business Combination Agreement is waived by TOYO Solar and the Shareholders, and (c) the Sponsor has not made up the applicable shortfall (as described below) through subscription of newly issued BWAQ Class A Ordinary Shares prior to the Merger Closing, the number of the Sponsor Earnout Equities that shall automatically be converted into the right to receive PubCo Ordinary Shares at the Merger Effective Time shall equal the product of (x) the number of Sponsor Earnout Equities and (y) the ratio of (A) Aggregate Financing Amount divided by (B) $40,000,000, which product shall be rounded down to the nearest whole number, and all remaining Sponsor Earnout Equities shall be immediately surrendered by the Sponsor to BWAQ for cancellation without any consideration.

The “Sponsor Earnout Equities” include 2,280,000 Founder Shares held by the Sponsor, excluding (i) 400,000 Founder Shares to be distributed by the Sponsor to its employees or advisors prior to the Merger Closing, (ii) 100,000 Founder Shares to be transferred by the Sponsor to Fuji Solar immediately prior to or upon the Merger Closing, and (iii) 400,000 Founder Shares transferred to Fuji Solar promptly following the execution of the Sponsor Support Agreement in accordance with a share subscription agreement between the Sponsor and Fuji Solar pursuant to which Fuji Solar purchased 2,500 preference shares of the Sponsor for a total purchase price of $1,200,000, which entitles Fuji Solar to receive 400,000 Founder Shares from the Sponsor. The proceeds of such subscription have been used by the Sponsor to fund the trust account of BWAQ to effectuate the extensions of the period that BWAQ is permitted to complete the Transactions (as defined in the Business Combination Agreement) as a part of the agreed terms and conditions provided in a letter of intent dated January 31, 2023 between BWAQ, TOYO Solar and VSUN.

Shortfalls

The Sponsor has also agreed, in connection with the Transactions, to either subscribe newly issued BWAQ Class A Ordinary Shares or surrender a certain number of the Founder Shares, each valued at $10.00 per share, to make up the shortfall in the aggregate value equal to:

(i)     if the investors in the PIPE Financing seek to purchase PubCo Ordinary Shares at the Benchmark Price, the difference between the aggregate value of the PubCo Ordinary Shares issued to such investors in such PIPE Financing valued at the Benchmark Price and the proceeds actually received by PubCo in connection with such PIPE Financing;

(ii)    if the BWAQ Transaction Expenses (exceed $2,500,000, the difference between the BWAQ Transaction Expenses and $2,500,000; and

(iii)   if the Aggregate Financing Amount equals or exceeds $20,000,000 but is less than $40,000,000, the Sponsor may, prior to the Merger Closing, at its discretion, subscribe for additional BWAQ Class A Ordinary Shares at $10.00 per share, as adjusted if applicable, in cash in full in immediately available funds prior to the Merger Closing, at the aggregate value equal to the difference between $40,000,000 and the Aggregate Financing Amount.

Transaction Financing

Pursuant to the Sponsor Support Agreement, each of BWAQ, the Sponsor and PubCo agreed to ensure the terms and conditions of any Transaction Financing be mutually agreed by the PubCo and BWAQ. BWAQ and the Sponsor also agreed that the gross proceeds of any Private Financing pursuant to which investors will invest in BWAQ will be deposited in a segregated escrow account and be irrevocably and unconditionally released to PubCo at the Merger Closing (or another time mutually agreed by PubCo and the investors). PubCo has also agreed to cause the other Group Companies or its Shareholders not to consummate any equity financing of VSUN or TOYO Solar prior to the Merger Closing, other than the Transaction Financings.

Shareholder Lock-Up and Support Agreement

In connection with the execution of the Business Combination Agreement, BWAQ, PubCo, Fuji Solar, WAG, Belta and BestToYo entered into the Shareholder Lock-Up and Support Agreement dated August 10, 2023, as further amended on December 6, 2023 and February 29, 2024, pursuant to which, each of the Sellers has agreed not to, except as set for therein, among other things, transfer any of the Sellers Subject Shares or grant any proxies or enter into any voting arrangements with respect to the Sellers Subject Shares.

Further, each of the Sellers has irrevocably agreed not to transfer any Shareholder Lock-Up Securities or engage in any short sales with respect to any securities of PubCo during the Shareholder Lock-Up Period (as defined below).

The “Shareholder Lock-up Securities” include (A) PubCo Ordinary Shares held by each Seller immediately after the Merger Closing, (B) PubCo Ordinary Shares issuable upon the exercise of options or warrants to purchase PubCo Ordinary Shares held by each Seller immediately after the Merger Closing (along with such options or warrants themselves), and (C) any PubCo Ordinary Shares acquirable upon the conversion, exercise or exchange of any securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares held each Seller immediately after the Merger Closing (along with securities themselves), and exclude (x) PubCo Ordinary Shares to be issued to any Seller upon conversion of any loan that has been or to be made to BWAQ by any Seller, Fuji Solar or their respective designee and evidenced by a promissory note, loan agreement or similar document, for the purpose of financing costs, expenses, extension related costs and deposits and other obligations incurred by BWAQ for the Transactions, including but not limited to the loans made or to be made pursuant to Section 9.7(a) and Section 10.2(a)(iv) of the Business Combination Agreement, and (y) PubCo Warrants that any Seller will hold immediately following the Merger Effective Time and any PubCo Ordinary Shares to be issued upon exercise of such PubCo Warrants (if any). The number of PubCo Ordinary Shares shall be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like occurred after the date of the Shareholder Lock-Up and Support Agreement.

The “Shareholder Lock-up Period” means the period commencing on the Merger Closing Date and ending on the date that is the earlier to occur of (A)(i) for 20% of the PubCo Ordinary Shares held, issuable, exercisable, exchangeable, or acquirable in respect of any Shareholder Lock-up Securities, six (6) months after the Merger

Closing Date, (ii) for 30% of the PubCo Ordinary Shares held, issuable, exercisable, exchangeable, or acquirable in respect of any Shareholder Lock-up Securities, twelve (12) months after the Merger Closing Date, and (iii) for 50% of PubCo Ordinary Shares held, issuable, exercisable, exchangeable, or acquirable in respect of any Shareholder Lock-up Securities, eighteen (18) months after the Merger Closing Date, with the percentages set forth in this sentence applying to the aggregate holdings of the Shareholder Lock-Up Securities held by all entities and individuals constituting Shareholder; or (B) for all and any Shareholder Lock-up Securities, the Automatic Release. The “Automatic Release” occurs upon the earlier of the following events after the Merger Closing: (i) the date on which the closing price of each PubCo Ordinary Share as reported by Bloomberg or, if not available on Bloomberg, as reported by Morningstar equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Merger Closing Date, or (ii) the date there is a Change of Control (as defined in the Shareholder Lock-Up and Support Agreement).

In consideration that Fuji Solar has agreed to deposit certain amount of the Extension Payment and advance a portion of the Valuation Firm Expenses and Proxy Solicitor Expenses, the parties agreed that for the securities to be issued upon the conversion of the Fuji Notes will not be subject to the lock-up restriction. On December 6, 2023, BWAQ, PubCo and Fuji Solar entered into an amendment (the “Amendment to the Shareholder Lock-up and Support Agreement”) to the Shareholder Lock-up and Support Agreement, pursuant to which the PubCo Ordinary Shares PubCo Warrants and underlying PubCo Ordinary Shares to be issued to Fuji Solar upon the conversion of any Fuji Notes are excluded from the lock-up restrictions as provided under the Shareholder Lock-up and Support Agreement.

In connection with the Third Amendment to the Business Combination Agreement and the PubCo Pre-Closing Restructuring, on February 29, 2024, BWAQ, PubCo, Fuji Solar, WAG, Belta and BestToYo entered into an amended and restated Shareholder Lock-up and Support Agreement, pursuant to which each of WAG, Belta and BestToYo has agreed not to, except as set for therein, among other things, transfer any of the Sellers Subject Share or grant any proxies or enter into any voting arrangements with respect to the Sellers Subject Shares.

Sponsor Lock-Up Agreement

In connection with the Transactions, prior to the Merger Effective Time, the Sponsor and PubCo will enter into a Sponsor Lock-Up Agreement, pursuant to which, the Sponsor will irrevocably agree not to transfer any Sponsor Lock-Up Securities (as defined below) or engage in any short sales with respect to any securities of PubCo during the Sponsor Lock-Up Period. The “Sponsor Lock-Up Securities” include (i) PubCo Ordinary Shares issued to the Sponsor and its assignees in exchange for their BWAQ Ordinary Shares (as defined in the Business Combination Agreement) (including but not limited to BWAQ Ordinary Shares converted from BWAQ Units immediately prior to the Merger Effective Time) upon the Merger Closing, (ii) PubCo Warrants issued to the Sponsor and its assignees in exchange for their BWAQ Warrants (including but not limited to BWAQ Warrants converted from BWAQ Units immediately prior to the Merger Effective Time) upon the Merger Closing and PubCo Ordinary Shares issuable upon the exercise of such PubCo Warrants to purchase PubCo Ordinary Shares held by the Sponsor and its assignees immediately after the Merger Closing, and (iii) PubCo Ordinary Shares issued to the Sponsor and its assignees upon the cancellation of the right to receive PubCo Ordinary Shares in exchange for BWAQ Rights (as defined in the Business Combination Agreement) converted from the BWAQ Units upon the Merger Closing, and exclude 400,000 PubCo Ordinary Shares held by the Sponsor immediately after the Merger Closing upon distribution by the Sponsor of such shares to its employees or advisors, provided that, such excluded securities shall remain Sponsor Lock-up Securities prior to the above referenced distribution or transfer. The number of PubCo Ordinary Shares shall be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like occurred after the date of the Sponsor Lock-Up Agreement.

The “Sponsor Lock-up Period” means the period commencing on the Merger Closing Date and ending on the date that is the earlier to occur of (A)(i) for 20% of the PubCo Ordinary Shares held, issuable, exercisable, exchangeable, or acquirable in respect of any Sponsor Lock-up Securities, six (6) months after the Merger Closing Date, (ii) for 30% of the PubCo Ordinary Shares held, issuable, exercisable, exchangeable, or acquirable in respect of any Sponsor Lock-up Securities, twelve (12) months after the Merger Closing Date, and (iii) for 50% of PubCo Ordinary Shares held, issuable, exercisable, exchangeable, or acquirable in respect of any Sponsor Lock-up Securities, eighteen (18) months after the Merger Closing Date, with the percentages set forth in this sentence applying to the aggregate holdings of the Sponsor Lock-Up Securities held by all entities and individuals constituting Sponsor; or (B) for all and any Sponsor Lock-up Securities, the Automatic Release.

Form of Registration Rights Agreement

The Business Combination Agreement contemplates that, prior to the Merger Effective Time, PubCo, Fuji Solar, WAG, Belta, BestToYo, the Sponsor, and certain other parties thereto will enter into a Registration Rights Agreement, pursuant to which PubCo will grant certain registration rights with respect to PubCo securities held by such holders following the Merger Closing.

Form of Warrant Assumption Agreement

The Business Combination Agreement contemplates that, immediately prior to or upon the Merger Effective Time, PubCo, BWAQ and THE Warrant Agent will enter into a Warrant Assumption Agreement, which amends Existing Warrant Agreement, pursuant to which (a) BWAQ will assign to PubCo, and PubCo will assume, all of BWAQ’s right, title and interest in and to the Existing Warrant Agreement, and (b) each whole BWAQ warrant shall be modified to no longer entitle the holder to purchase ordinary shares of BWAQ and instead acquire an equal number of PubCo Ordinary Shares per BWAQ warrant, subject to adjustment as described therein.

Equity Incentive Plan of PubCo

Effective upon the consummation of the Transactions, PubCo will adopt the PubCo ESOP under which PubCo may grant share incentive awards to eligible service providers in order to attract, retain and motivate the talent for which PubCo competes.

For more information about the PubCo ESOP, see “Management of PubCo Following the Transactions — Share Incentive Plan.”

Sponsor Preference Shares

In May 2023, the Sponsor issued 2,500 of its preference shares to Fuji Solar for an aggregate purchase price of $1,200,000. Each preference share of the Sponsor will entitle Fuji Solar to receive 160 Founder Shares, so Fuji Solar is entitled to obtain 400,000 Founder Shares immediately prior to or upon the consummation of the Transactions. The proceeds of such subscription have been used by the Sponsor to fund the Trust Account to effectuate the extensions of the period that BWAQ is permitted to complete an initial business combination as a part of the agreed terms and conditions provided in a letter of intent dated January 31, 2023, between BWAQ, TOYO Solar and VSUN. Fuji Solar obtained such 400,000 Founder Shares in October 2023, which are subject to the same lock-up terms of the Founder Shares.

Securities Transfer Agreement

In connection with the BWAQ IPO, on January 31, 2022, BWAQ, the Sponsor and each of the independent directors of BWAQ entered into a certain securities transfer agreement (the “Securities Transfer Agreement”). Pursuant to the Securities Transfer Agreement, the Sponsor transferred 10,000 Founder Shares to each of Messrs. Alfred “Trey” Hickey and Buhdy Sin Swee Bok at $108.70, or $0.01 per share, the same price originally paid by the Sponsor for such shares. Furthermore, subject to the consent of the relevant parties, BWAQ has agreed to issue each of Alfred “Trey” Hickey and Buhdy Sin Swee Bok 20,000 BWAQ Class A ordinary shares and Zhenyu Li 30,000 BWAQ Class A ordinary shares in connection with an initial business combination, respectively, and in the event that BWAQ cannot obtain consent from the relevant parties to the Transactions for such issuance, the Sponsor has agreed to transfer to Alfred “Trey” Hickey and Buhdy Sin Swee Bok each 20,000 Founder Shares and Zhenyu Li 30,000 Founder Shares upon the closing of an initial business combination, respectively; provided that in either case the independent directors remain with BWAQ until the closing of an initial business combination, the former of which has been agreed by PubCo.

PIPE Purchase Agreement

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

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

General

BWAQ Shareholders are being asked to (a) adopt and approve the Business Combination Agreement and other Transaction Documents (as defined in the Business Combination Agreement), and (b) approve the Transactions.

BWAQ Shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A-1, Annex A-2, Annex A-3 and Annex A-4 to this proxy statement/prospectus. See “The Business Combination Agreement and Other Transaction Documents” above, for additional information and a summary of certain terms of the Business Combination Agreement and other relevant agreements and documents. You are urged to read carefully the Business Combination Agreement in its entirety before voting on this proposal.

Under the Business Combination Agreement, the approval of the Business Combination Proposal and the Merger Proposal by the requisite vote of BWAQ shareholders is a condition to the consummation of the Transactions. The approval of the Business Combination Proposal requires the affirmative vote of at least a simple majority of the votes cast by the holders of the issued and outstanding BWAQ Ordinary Shares, voting as a single class, who are present in person (including virtual presence) or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting. Each of the Business Combination Proposal and the Merger Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposals set forth in this proxy statement/prospectus.

Organizational Structure

The following diagrams illustrate in simplified terms the structure of each of BWAQ and TOYO Solar immediately prior to the consummation of the Transactions.

The following diagram illustrates in simplified terms the expected structure immediately after the consummation of the Transactions.

Corporate Governance Documents of PubCo Following the Transactions

Pursuant to the Business Combination Agreement, immediately prior to the Merger Closing, PubCo’s memorandum and articles of association shall be amended. See “Description of PubCo Securities,” for a description of the amended and restated memorandum and articles of association of the PubCo (“Amended PubCo Charter”) and “Comparison of Corporate Governance and Shareholder Rights” for a comparison to the provisions of BWAQ’s organizational documents.

Stock Exchange Listing of PubCo Ordinary Shares

PubCo will apply for, and shall use reasonable best efforts to cause, the PubCo Ordinary Shares to be issued in connection with the Transactions to be approved for listing on the Nasdaq and accepted for clearance by DTC.

Delisting and Deregistration of BWAQ Ordinary Shares

If the Transactions are completed, BWAQ Class A Ordinary Shares, BWAQ Units, BWAQ Warrants and BWAQ Rights shall be delisted from Nasdaq and shall be deregistered under the Exchange Act.

Headquarters

After completion of the transactions contemplated by the Business Combination Agreement, the corporate headquarters and principal executive office of PubCo will be located at 5F, Tennoz First Tower, 2-2-4, Higashi-Shinagawa, Shinagawa-ku, Tokyo, Japan 140-0002.

Background of the Transactions

The terms of the Business Combination Agreement are the result of arms-length negotiations between BWAQ and TOYO Solar, and their respective representatives. The following is a brief description of the background of these negotiations.

BWAQ is a blank check company incorporated on July 19, 2021, under the laws of the Cayman Islands for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

Initial Public Offering

The registration statement for the BWAQ IPO became effective on January 31, 2022. On February 2, 2022, BWAQ consummated the BWAQ IPO of 9,200,000 BWAQ Units (including 1,200,000 BWAQ Units issued upon the full exercise of the over-allotment option). Each BWAQ Unit consists of one BWAQ Class A Ordinary Share, one-half (1/2) of one BWAQ Warrant, and one BWAQ Right. The BWAQ Units were sold at an offering price of $10.00 per BWAQ Unit, generating gross proceeds of $92,000,000.

Substantially concurrently with the closing of the BWAQ IPO, BWAQ completed the private sale of 424,480 Private Units including 378,480 Private Units to the Sponsor, and 46,000 Private Units to Maxim. The Private Units were sold at a purchase price of $10.00 per Private Unit, generating gross proceeds of $4,244,800. The Private Units are identical to the BWAQ Units sold in the BWAQ IPO, except that the holders of the Private Units have agreed not to transfer, assign or sell any of the Private Units and the underlying securities (except to certain permitted transferees) until the completion of BWAQ’s initial business combination.

Upon the closing of the BWAQ IPO and the private placement on February 2, 2022, $92,920,000 (or $10.10 per share) from the net proceeds from the sale of the BWAQ Units the IPO and the sale of the Private Units were placed in the Trust Account with Continental acting as trustee and will be invested only in U.S. government treasury bills 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, and that invest only in direct U.S. government treasury obligations. These funds will not be released until the earlier of the completion of the initial business combination or the liquidation of BWAQ due to BWAQ’s failure to complete a business combination by May 2, 2024 (or up to November 2, 2024, if extended, or such later date as may be approved by BWAQ Shareholders in an amendment to BWAQ Charter). The proceeds deposited in the Trust Account could become subject to the claims of BWAQ’s creditors, if any, which could have priority over the claims of the Public Shareholders. In addition, interest income earned on the funds in the Trust Account may be released to BWAQ to pay its income or other tax obligations. With these exceptions, expenses incurred by BWAQ may be paid prior to a business combination only from the net proceeds of the IPO and private placement not held in the Trust Account.

February 2, 2023 Extension

BWAQ initially had until February 2, 2023 to consummate an initial business combination. Pursuant to BWAQ’s then effective Amended and Restated Memorandum and Articles of Association, if BWAQ anticipates that it may not be able to consummate an initial business combination by February 2, 2023, BWAQ may elect to extend the period to consummate a business combination up to three times, each by an additional three months, for a total of up to nine months to November 2, 2023, by depositing $920,000 into the Trust Account for each extension. Upon the notice of the Sponsor, BWAQ extended the period of time to consummate an initial business combination for additional three months until May 2, 2023, and deposited $920,000 into the Trust Account in connection with this extension. The extension payment was sourced from the loans provided by the Sponsor as evidenced by an unsecured promissory note in the principal amount of $920,000 issued to the Sponsor.

May 2, 2023 Extraordinary General Meeting and Subsequent Monthly Extensions

On May 2, 2023, BWAQ held the May 2023 Meeting at which the BWAQ shareholders approved the adoption of the Second Amended and Restated Memorandum and Articles of Association of BWAQ, which provides that BWAQ has until May 2, 2023 to complete an initial business combination, and may elect to extend the period to consummate an initial business combination up to nine times, each by an additional one month, for a total of up to nine months to February 2, 2024 by depositing $0.0295 per public share into the Trust Account for each monthly extension. As a result of May 2023 Meeting, upon the shareholders’ approval, on May 2, 2023, BWAQ and Continental, as the trustee of the Trust Account, entered into the amendment to the Investment Management Trust Agreement originally dated January 31, 2022.

On May 2, 2023, the Sponsor deposited $194,324 into the Trust Account to extend the period that BWAQ must complete an initial business combination from May 2, 2023 to June 2, 2023. On June 2, 2023, the Sponsor deposited $194,324 into the Trust Account to extend the period that BWAQ must complete an initial business combination from June 2, 2023 to July 2, 2023.

June 30, 2023 Extraordinary General Meeting and Subsequent Monthly Extensions

On June 30, 2023, BWAQ held a special meeting for its shareholders (the “June 2023 Meeting”), at which the BWAQ shareholders approved the adoption of the Third Amended and Restated Memorandum and Articles of Association of BWAQ, which provides that BWAQ has until July 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, for a total of up to nine months to April 2, 2024, by depositing $60,000 each month to the Trust Account. As a result of the June 2023 Meeting, upon the shareholders’ approval, on June 30, 2023, BWAQ and Continental, as the trustee of the Trust Account, entered into the amendment to the Trust Agreement originally dated January 31, 2022 and amended on May 2, 2023.

On June 30, 2023, $60,000 was deposited into the Trust Account for Public Shareholders, which enabled BWAQ to extend the period of time it has to consummate its initial business combination by one month from July 2, 2023 to August 2, 2023. On July 31, 2023, another $60,000 was deposited into the Trust Account for Public Shareholders, which enabled BWAQ to extend the period of time it has to consummate its initial business combination by one month from August 2, 2023 to September 2, 2023. On September 1, 2023, $60,000 was deposited into the Trust Account enabling BWAQ to extend the period of time it has to consummate its initial business combination from September 2, 2023 to October 2, 2023. On September 1, 2023, a total of $60,000 was deposited into the Trust Account for Public Shareholders, which enabled BWAQ to extend the period of time it has to consummate its initial business combination by one month from September 2, 2023 to October 2, 2023. On September 27, 2023, a total of $60,000 was deposited into the Trust Account for Public Shareholders, which enabled BWAQ to extend the period of time it has to consummate its initial business combination by one month from October 2, 2023 to November 2, 2023. On November 1, 2023, a total of $60,000 was deposited into the Trust Account for Public Shareholders, which enabled BWAQ to extend the period of time it has to consummate its initial business combination by one month from November 2, 2023 to December 2, 2023.

At the June 2023 Meeting, among the other proposals, the shareholders of BWAQ also approved the release of the funds held in the escrow account (the “Escrow Account”) pursuant to the D&O Reserve Fund Escrow Agreement, dated January 31, 2022 (the “D&O Indemnity Escrow Agreement”), by and between BWAQ and Continental, as escrow agent, on July 2, 2023 or such a later date immediately following the purchase of an alternative D&O insurance. Upon the approval of shareholders, BWAQ secured an alternative D&O insurance, effective on July 1, 2023. On July 2, 2023, a total of $500,000 funds held in the Escrow Account was released to BWAQ, a portion of which was used to purchase the alternative D&O insurance.

March 26, 2024 Extraordinary General Meeting and Subsequent Monthly Extensions

On March 26, 2024, BWAQ held an extraordinary general meeting in lieu of an annual general meeting of shareholders of BWAQ (the “March 2024 Meeting”). At the March 2024 Meeting, the shareholders of BWAQ approved, among the others, the adoption of the Fourth Amended and Restated Memorandum and Articles of Association of BWAQ, which became effective upon such shareholders’ approval under Cayman Islands law and provides that BWAQ 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 to the Trust Account. As a result of the March 2024 Meeting, upon the shareholders’ approval, on March 26, 2026, BWAQ and Continental, as the trustee of the Trust Account, entered into the amendment to the Trust Agreement. In connection with the March 2024 Meeting, 1,059,186 BWAQ Class A Ordinary Shares were rendered for redemption, and approximately $11.86 million was released from the Trust Account to pay such redeeming shareholders.

On or about April 1, 2024, a total of $60,000 was deposited into the Trust Account for Public Shareholders by Fuji Solar, which enabled BWAQ to extend the period of time it has to consummate its initial business combination by one month from April 2, 2024 to May 2, 2024.

As of the date of this proxy statement/prospectus, an aggregate of $1,908,648 of extension payments had been deposited into the Trust Account for the extensions, for which BWAQ issued ten (10) extension notes to the Sponsor respectively.

Target Search

After the consummation of the BWAQ IPO, BWAQ’s management began their search for a suitable target for a business combination. In addition, they were contacted by a number of individuals and entities with respect to potential business combination opportunities.

BWAQ has focused its search for a target business in the marine leisure, cruise, marine infrastructure and engineering, general hospitality, travel and tourism, marine services, logistics and supply chain, offshore energy solutions and related industry segments. During BWAQ’s search for potential targets, challenges arose due to the extended pandemic crisis of COVID-19 and other economic uncertainties in the U.S., Asia and around the world. BWAQ viewed and evaluated potential acquisition targets based on the criteria including, without limitation, businesses with (i) the potential for organic growth in cash flows, (ii) the ability to achieve cost savings, (iii) the ability to accelerate growth, including through the opportunity for follow-on acquisitions and (iv) the prospects for creating value through other value creation initiatives. BWAQ sought potential targets which it believed to have growth potential and profitable returns over a long period of time. BWAQ focused on sectors exhibiting secular growth or the potential for a near-term cyclical uptick, and within those sectors, focused only on companies that BWAQ management believed would benefit from being a publicly traded company.

Between February 2, 2022, and August 10, 2023, the execution date of the Business Combination Agreement, BWAQ and its representatives reviewed in varying degrees approximately 12 potential business combination candidates involved in various industries and sectors, including multiple cruise line owners and operators, broker-dealers of vessels, and integrated solution providers for subsea cable installation and maintenance projects. Following initial introduction conference calls with the 12 candidates it had evaluated, BWAQ executed non-disclosure agreements with 6 potential targets, which include a cruise operator, a ferry service provider, an owner and operator of cruise lines, a general hospital, a high-quality water treatment product provider and TOYO Solar. With regards to the 5 potential targets with which BWAQ signed non-disclosure agreements but did not pursue a business combination, below are the summaries of BWAQ management’s review and analysis process:

Candidate One:    on April 5, 2022, Candidate One was introduced to BWAQ through an independent financial advisor. Candidate One owns cruise line vessels and provides a wide range of shipping services. After the parties executed a non-disclosure agreement in early May 2022, BWAQ management and representatives of Candidate One had several conference calls where the business of Candidate One was presented and discussed. Upon review of Candidate One’s organizational chart, audited financial reports, projections and other related documents, BWAQ informed Candidate One in July 2022 that it decided not to proceed with Candidate One because BWAQ and Candidate One were not aligned on issues relating to the company’s debt restructuring plan.

Candidate Two:    on April 20, 2022, BWAQ was approached by Candidate Two, a ferry service company headquartered in South Korea, through an existing contact of Mr. Liang Shi (“Mr. Shi”), the CEO of BWAQ. On April 22, 2022, the parties executed a non-disclosure agreement. On May 10, 2022, the parties had a call to discuss the business of Candidate Two, and thereafter BWAQ received its business overview, financial statements, a financial forecast and a list of relevant business licenses. In June 2022, BWAQ and parties had various discussions on different aspects of a potential business combination including transaction expenses, auditing requirement of Candidate Two and others. On or about July 7, 2022, Candidate Two informed BWAQ that they decided not to pursue a business combination with BWAQ because the proposed transaction may not fit its development plan and timetable.

Candidate Three:    on May 31, 2022, a financial advisor representing the creditor of Candidate Three reached out to Mr. Shi. Candidate Three is an owner and operator of cruises under liquidation. After execution of a non-disclosure agreement, in early June 2022, Candidate Three provided BWAQ with an information package with documents and materials, including but not limited to, a company overview, a financial forecast and the construction status for a new building, and accordingly BWAQ conducted a due diligence review of those materials. From June 2022 to December 2022, the parties had various calls and discussions about the conditions of the vessels owned by Candidate Three and the feasibility of completing a business combination with a company in liquidation. Given that Candidate Three was in liquidation and would go through an auction process, with all the associated uncertainties

and potential risks, the management of BWAQ concluded that it was too risky to conduct a business combination with Candidate Three. On or about January 6, 2023, BWAQ informed Candidate Three that BWAQ decided not to have further discussions with Candidate Three about a potential business combination.

Candidate Four:    on June 28, 2022, Candidate Four was introduced to BWAQ through a financial advisor by Maxim. Candidate Four is a hospital offering oncology, hematology, endocrinology, cardiovascular, wound care, neurology, and radiology services. After execution of a non-disclosure agreement, BWAQ received management presentation, three years audited financials and third-party evaluation report of Candidate Four in July 2022 and conducted reviews of those materials accordingly. The parties had several conference calls to discuss the business and financials of Candidate Four with a focus on the historical accounting adjustment of Candidate Four. On or about August 20, 2022, BWAQ decided not to pursue a business combination with Candidate Four because of the concern about a significant adjustment to Candidate Four’s historical financial accounts.

Candidate Five:    on January 5, 2023, Candidate Five was introduced to BWAQ through a contract of Mr. Shi. Candidate Five is a high-quality water treatment product provider for the residential and commercial water treatment. After execution of a non-disclosure agreement, on January 16, 2023, Mr. Liang (Simon) Shi had an in-person meeting with the Chief Financial Officer of Candidate Five where the Chief Financial Officer of Candidate Five presented to Mr. Shi a potential business combination opportunity with Candidate Five’s business located in Canada in an in-person meeting. Following such meeting, the parties had various calls to discuss, among others, Candidate Five’s market overview, business opportunities, financial condition, potential business combination terms and timetable, including but not limited to, options for the structuring of a merger and a proposed timetable for a business combination. On or about January 30, 2023, Candidate Five notified BWAQ that they decided not to proceed with a business combination with BWAQ as they might choose other funding opportunities.

Timeline of the Transactions

On June 20, 2022, VSUN was introduced to BWAQ through a mutual contact of Mr. Shi and Mr. Junsei Ryu (“Mr. Ryu”), the Chairman of VSUN and Fuji Solar, the parent company of VSUN. On the same day, a conference call was held among Mr. Ryu, other members of the management team of VSUN, and Mr. Shi, where VSUN’s management provided business overviews of VSUN and Abalance Corporation (“Abalance”). Abalance is a public company listed on the Tokyo Stock Exchange specialized in the investment, development, construction and operation of solar projects globally, and a majority shareholder of Fuji Solar and the ultimate owner of VSUN.

On June 22, 2022, BWAQ and VSUN executed a non-disclosure agreement (the “Confidentiality Agreement”) related to a potential business combination between the parties, with an initial term of one year and no standstill or exclusivity provisions. On June 25, 2022, Mr. Shi held a conference call with VSUN’s management team, on which BWAQ provided a preliminary due diligence list for VSUN to prepare relevant documents and materials. Additionally, VSUN shared, among other things, the audited financial statements of VSUN for the period from 2019 to 2021, VSUN’s future investment and business plans. The parties had several follow-up discussions about the materials received and business of VSUN, and additional materials were provided upon the request of BWAQ.

Following the discussions, on August 6, 2022, BWAQ and VSUN entered into a non-binding indication of interest for the stock acquisition of VSUN with an initial $330 million equity acquisition value. The valuation was proposed by BWAQ largely based on the historical financial statements of VSUN while VSUN countered a higher range of valuation given consideration of other factors such as the size and forecast of its business. Therefore, the parties mutually agreed to re-evaluate VSUN when financial statements for the year 2022 became available and market research on comparative companies was completed. In addition to valuation, during the period from August 2022 to October 2022, the parties also had preliminary discussions about the business plan of the combined entity, requirements of audited financial statements of VSUN, the deal structure of the business combination and potential regulatory approval or requirements to consummate the transaction, funding needs to further grow the business of the combined entity, support by founders of each entity on the transaction, transaction costs and timetable from each side.

In October 2022, each of BWAQ and VSUN commenced engagement of professionals in support of the proposed transactions including without limitation engagement of Robinson & Cole LLP (“R&C”) by BWAQ as its U.S. securities counsel and engagement of Cooley LLP (“Cooley”) by VSUN as its U.S. counsel with regards to the proposed transactions. On October 13, 2022, Mr. Shi paid his first onsite visit to VSUN’s site factory in Vietnam and met certain management of VSUN. Following the onsite visit, the parties focused on negotiations on

some key terms of the proposed business combination. During October to December 2022, among other terms, the parties agreed (i) to utilize an aggregated valuation of VSUN which may be higher than the initial $330,000,000 equity acquisition value proposed by BWAQ, including a base valuation as of the closing and an earnout valuation based on three years’ performance of the combined entity following the closing in consideration of (1) the forecast of net income growth of VSUN, (2) the realized net profit in 2022, (3) VSUN’s realizable strategic development plan, and (4) the huge global market demand and promising trend of the photovoltaic industry; (ii) to establish an incentive award plan for the combined entity, and (iii) to use best efforts to seek financing in connection with the transaction. In support of the proposed transactions, the Sponsor and Fuji Solar, the founder of each entity agreed to make some arrangements including without limitation, that (i) the Sponsor agreed to transfer and Fuji Solar, the direct controlling shareholder of VSUN agreed to acquire, certain Founder Shares, the proceeds of which would be funded to BWAQ to extend the period that it must complete its initial business combination; (ii) the Sponsor would make up the shortfall if the transaction expenses of BWAQ exceeding a cap which was yet to be agreed on; (iii) the Sponsor would give up certain amount of Founder Shares if the transaction financing was not secured; and (iv) additional lock-up restrictions on shares of the combined entity held by the Sponsor and Fuji Solar.

In addition, during the same period, involving legal counsels from each side and tax advisor of VSUN, the parties had in-depth discussions about potential merger structure and assessed complexities and uncertainty around regulatory approval associated with the acquisition of VSUN, a Vietnamese joint stock company. Arising from this matter, the parties started exploring the possibility and feasibility of forming a new Vietnamese company holding certain business lines of VSUN focusing on the solar cell supply segment and well-positioned to tap into the upstream value chain to supply wafer and silicon materials. As a result of these discussions, in November 2022, Fuji Solar established TOYO Solar as a subsidiary of VSUN, to separate the aforementioned business lines of VSUN. Mr. Ryu was appointed as chairman of TOYO Solar and continued the negotiations with BWAQ, on behalf of both TOYO Solar and VSUN. Certain management of VSUN was also appointed as management of TOYO Solar to oversee the operations of TOYO Solar. Commencing from late November 2022 until end of December 2022, the parties had several conference calls regarding the pre-money valuation of TOYO Solar, exclusivity, the minimum cash requirement upon the consummation of the proposed Transactions, the treatment of the Sponsor’s equity interests and the arrangement of earnout consideration payable pursuant to the proposed Transactions.

On January 5, 2023, the parties had a virtual meeting at which they agreed the aggregated pre-money valuation of TOYO Solar was $410,000,000, based on a number of factors and considerations, including the 3 years’ forecast of TOYO Solar and the feasibility of TOYO Solar’s strategic development plan. Considering that TOYO Solar is a new corporation without established record of operation as well as the potential upstream value because of the increased demand for cell production and relatively higher profit margin compared to solar module production, the parties agreed to set aside approximately 30% of the valuation or $130,000,000 as an earn-out consideration based on the future performance of TOYO Solar or the combined entity.

On January 10, 2023, the parties had a virtual meeting, attended by Mr. Ryu, Mr. Shi and representatives from R&C and Cooley, during which they discussed and agreed on such key items of the proposed Transactions including lock-up, closing conditions including the available cash of $29.5 million as of the closing, the Sponsor earnout and shortfalls, respective cap of transaction expenses of BWAQ and TOYO Solar, the transfer of 600,000 Founder Shares at $3.00 per share from the Sponsor to Fuji Solar the proceeds of which would be used to fund BWAQ to extend the period that it must complete its initial business combination.

Following the discussions described above, a draft of the letter of intent (the “LOI”) prepared by Cooley was circulated by VSUN on or about January 28, 2023. Thereafter, the parties with their respective counsel, conducted review and revisions on the LOI. On January 31, 2023, BWAQ, TOYO Solar and VSUN entered into the LOI for the proposed Transactions, allowing the parties to further discuss and finalize the terms and conditions of a business combination.

Following the execution of the Amended and Restated Non-Binding Letter of Intent, a virtual data room was set up by Cooley to facilitate the due diligence of TOYO Solar by BWAQ and R&C. In February 2023, Mr. Shi made another onsite visit to the construction plant of TOYO Solar located at Cam Khe Industrial Park, Phu Tho province, Vietnam. Mr. Shi met Mr. Ryu at the site and discussed and inspected the phase 1 the construction of TOYO Solar’s solar cell plant, which was commenced in December 2022.

On March 17, 2023, the BWAQ Board held a virtual meeting to discuss the proposed Transactions and all the members of the BWAQ Board, as well as Mr. Shi, Mr. (Weixiong) Jeff Cheong, the Chief Operating Officer of BWAQ and representative R&C, attended the meeting. In consideration of the Sponsor support in the proposed Transactions and the transfer of certain Founder Shares to obtain funds from Fuji Solar to extend BWAQ’s lifespan, the BWAQ Board concluded that it would be advisable to establish a special committee (the “Special Committee”), consisting of three independent directors of BWAQ, to review the proposed Transactions. The BWAQ Board unanimously approved the establishment of the Special Committee to analyze the proposed Transactions and engage an independent financial advisor to render a fairness opinion regarding the valuation of TOYO Solar. Mr. Shi, on behalf of management, presented three potential candidates for the independent financial advisor and answered questions from the members of the BWAQ Board and the Special Committee. Following the board meeting, management sent brochures of the candidates to the Special Committee. The Special Committee interviewed those candidates, reviewed their experiences and qualifications and discussed their potential delivery schedules and recommended Primary Capital LLC (“Primary Capital”) to the management. On March 30, 2023, Primary Capital was engaged by BWAQ to provide a fairness opinion to the Special Committee in connection with the Transactions.

From February to March 2023, in addition to the activities described above, BWAQ, TOYO Solar, Beyond Capital, a financial advisor of TOYO Solar, R&C and Cooley had a number of virtual meetings to discuss potential merger structures and continued to assess tax and compliance implications of these structures. Allens also attended certain of these meetings to discuss potential issues from a Vietnamese law perspective. Based on those discussions, the parties agreed on the deal structure involving establishment of a holding entity PubCo to combine the businesses of BWAQ and TOYO Solar, PubCo will also be the listing company following the closing.

On March 28, 2023, R&C sent Cooley the initial draft of the Business Combination Agreement. The initial draft of the Business Combination Agreement contemplated, among the other things, (i) the completion of SinCo Acquisition and Pre-Merger Organization prior to the Merger, (ii) the Sponsor’s support in connection with the Transactions, (iii) the escrow arrangement of Earnout Shares.

On April 19, 2023, Cooley provided a revised draft of the Business Combination Agreement for R&C, including, among the other things, (i) adding the Sponsor Support Agreement, in addition to the Sponsor Lock-Up Agreement, as one of the related ancillary agreements, (ii) revising the definitions of the Sponsor Earnout Equities, (iii) changes to situations where the Sponsor makes up for shortfalls based on the BWAQ Transaction Expenses, and (iv) changes to the scope of representations and warranties of the Group Companies.

Between April 19, 2023, and August 10, 2023, R&C and Cooley exchanged drafts of Business Combination Agreement and related ancillary agreements including without limitation the Sponsor Support Agreement, the Shareholder Lock-Up and Support Agreement, form of Sponsor Lock-up Agreement, form of Registration Rights Agreement and form of Warrant Assumption Agreement, incorporating comments from BWAQ, TOYO Solar, along with their representatives, counsels including R&C, Ogier, Messina Madrid Law PA (with respect to BWAQ), and Cooley, Harney Westwood & Riegels, Allens (with respect to TOYO Solar) and Dentons Rodyk & Davidson LLP (with respect to SinCo), and advisors. Some business terms were further negotiated or developed: (i) given the costs for BWAQ to extend the period to complete its initial business combination are substantially reduced as a result of May 2023 Meeting, Fuji Solar and the Sponsor agreed to adjust the amount of the Founder Shares to be transferred to Fuji Solar from 600,000 to 400,000 and (ii) BWAQ also agreed to use best efforts to renegotiate with Maxim to convert cash payment of the Deferred Underwriting Commission into shares at the closing.

On May 10, 2023, as part of the business due diligence by BWAQ, Mr. Shi joined Mr. Ryu in a visit to a potential solar module site for TOYO Solar in the United States.

On August 7, 2023, the Special Committee held a virtual meeting, during which, the management of BWAQ, representative of R&C and Primary Capital attended as invited guests. At the meeting, Mr. Shi summarized the negotiations with TOYO Solar and its business updates. R&C presented summaries of material terms of the Business Combination Agreement and Transaction Documents. Primary Capital presented its analysis supporting its Fairness Opinion, the assumptions, limitations, qualifications, and other matters considered by Primary Capital in reaching the opinion that the merger consideration to be paid by BWAQ pursuant to the Business Combination Agreement is fair to BWAQ from a financial point of view. For more information about the Fairness Opinion, see “— Basis for the BWAQ Board’s Recommendation — Fairness Opinion” below. During and after the Primary Capital’s presentation, the members of

Special Committee had the opportunity to raise questions about Primary Capital’s analysis and fairness opinion, including but not limited to, the selections of comparable companies and their similarities and differences as compared to TOYO Solar and considerations of discount factors used in discounted cash flow analysis. Following the discussions, after considering the terms of the Business Combination Agreement, each Transaction Document and other related documents and taking into account other factors, the Special Committee unanimously approved the Business Combination Agreement, the Transaction Documents and the Transactions and recommended the BWAQ Board to approve the same.

Following the Special Committee’s meeting and receipt of the recommendation by the Special Committee, the BWAQ Board unanimously determined that it was advisable and in the best interest of BWAQ’s shareholders to enter into the Business Combination Agreement and consummate the Transactions. The BWAQ Board directed that the Business Combination Proposal and other proposals as described in this proxy statement/prospectus be submitted to BWAQ’s shareholders for approval, adoption, and recommended that BWAQ’s shareholders approve and adopt the Business Combination Proposal, the Merger Proposal and other proposals as applicable. Shortly after the Special Committee’s meeting, Primary Capital delivered its executed Fairness Opinion to the Special Committee which states that the merger consideration to be paid by BWAQ in the Transactions pursuant to the near final Business Combination Agreement is fair to BWAQ’s shareholders from a financial point of view.

On August 9, 2023, Cooley provided an updated draft of the Business Combination Agreement to R&C which did not contain material revisions to the Business Combination Agreement as provided to the Special Committee, the BWAQ Board and Primary Capital which was immediately shared with the relevant parties upon receipt.

On August 10, 2023, upon review of the final draft of the Business Combination Agreement and the related agreements, the Company Chairman of TOYO Solar, the sole director of PubCo, the respective board of directors of Merger Sub and SinCo, signed the written resolutions approving the Business Combination Agreement, the related agreements and the transactions contemplated thereby.

On August 10, 2023, BWAQ, TOYO Solar, Merger Sub, SinCo, TOYO Solar, VSUN and Fuji Solar entered into the Business Combination Agreement. In connection with the Business Combination Agreement, on the same day, BWAQ, the Sponsor and PubCo also entered into the Sponsor Support Agreement, and BWAQ, PubCo and Fuji Solar entered into the Shareholder Lock-Up and Support Agreement. Thereafter, BWAQ and TOYO Solar issued a joint press release announcing the execution of the definitive Business Combination Agreement and related agreements.

In October 2023, BWAQ, the Group Companies and the Shareholders discussed and agreed to change the consider for the Share Exchange from one (1) PubCo Ordinary Share to SGD 1.00. Fuji Solar agreed to provide additional supports to the Transactions by funding certain costs and expenses incurred in connection with the Transactions. On December 6, 2023, upon the approval of the Special Committee and the BWAQ Board, BWAQ entered into an amendment to the Business Combination Agreement (the “Frist Amendment to the Business Combination Agreement”) with the Group Companies and Shareholders. Pursuant to the First Amendment to the Business Combination Agreement: (A) PubCo will acquire one hundred percent (100%) of the issued and paid-up share capital of SinCo from Fuji Solar at an aggregate consideration of SGD1.00; (B) Fuji Solar agrees to deposit into the Trust Account (i) the total amount of the fund for BWAQ’s extension from December 2, 2023 to January 2, 2024, and (ii) the one-half (1/2) amount of the fund for the extension from January 2, 2024 to February 2, 2024, respectively, to be evidenced by Fuji Extension Notes, the amount of which shall be fully repaid in cash at the Merger Closing or converted into the SPAC Units at US$10 per unit immediately prior to the Merger Closing at the discretion of Fuji Solar; and (C) the Group Companies agree to advance (i) one-third (1/3) of the Valuation Firm Expenses and (ii) one-third (1/3) of the Proxy Solicitor Expenses, provided that (x) the aggregate amount of Valuation Firm Expenses and Proxy Solicitor Expenses the Group Companies will be responsible for pursuant to this sentence shall not exceed $200,000, and (y) the Group Companies’ payment for its portion of the Valuation Firm Expenses and Proxy Solicitor Expenses shall be evidenced by one or more Fuji Expenses Notes issued to the Group Companies’ designee, each of which shall be fully repaid in cash at the Merger Closing or converted into SPAC Units at US$10 per unit immediately prior to the Merger Closing at the discretion of the holder of such promissory note.

In connection with the First Amendment to the Business Combination Agreement, on December 6, 2023, BWAQ, PubCo and Fuji Solar entered into the Amendment to the Shareholder Lock-up and Support Agreement to exclude PubCo Ordinary Shares, PubCo Warrants and underlying PubCo Ordinary Shares to be issued to Fuji Solar upon the conversion of any Fuji Notes from the lock-up restrictions as provided under the Shareholder Lock-up and Support Agreement.

In connection with the First Amendment to the Business Combination Agreement, the parties to the Business Combination Agreement agreed that PubCo will grant certain registration rights with respect to PubCo’s securities issuable upon the conversion of the Fuji Notes.

In January 2024, Fuji Solar further agreed to provide additional supports to the Transactions by depositing the Extension Payment for one monthly Extension to allow BWAQ to extend the timeline to complete a business combination from February 2, 2024 to March 2, 2024. As a result, on February 6, 2024, BWAQ entered into the second amendment (the “Second Amendment to the Business Combination Agreement”) to the Business Combination Agreement with the Group Companies and the Shareholders, pursuant to which Fuji Solar agrees to additionally deposit into the Trust Account of the total amount of the fund for BWAQ’s extension from February 2, 2024 to March 2, 2024. Fuji Solar has further agreed to be responsible for the total amount of the funds for the extension of BWAQ’s term from March 2, 2024 to April 2, 2024 if the Merger Closing has not occurred by March 1, 2024 due to (x) the gross negligence or willful misconduct of any of the Group Companies or the Shareholders, or (y) the termination of the Business Combination Agreement by BWAQ. Such total amount of the funds of the Extension Payments provided by Fuji Solar shall be evidenced by Fuji Extension Notes, the amount of which shall be fully repaid in cash at the Merger Closing or converted into the SPAC Units at US$10 per unit immediately prior to the Merger Closing at the discretion of Fuji Solar.

In January 2024, PubCo underwent a restructuring, where Fuji Solar, as the sole shareholder of PubCo, transferred all of the 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, 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 and consistent with the Business Combination 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.

On February 29, 2024, the parties entered into the Third Amendment to the Business Combination Agreement to reflect the PubCo Pre-Closing Restructuring. The Amendment to the Business Combination 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 Third Amendment to the Business Combination Agreement and the Joinder Agreement, each of WAG, Belta and BestToYo became a Shareholder and a Seller, and is subject to representations, warranties and covenants under the Business Combination Agreement that are substantially equivalent to those made by Fuji Solar under the Business Combination Agreement prior to the Third Amendment to the Business Combination. There are no changes to the conditions to consummate the Transactions as a result of the Third Amendment to the Business Combination Agreement.

Pursuant to the Third Amendment to the Business Combination Agreement, an aggregate of 13,000,000 Earnout Shares are allocated among the Sellers, pro rata, consisting of 8,060,000 PubCo Ordinary Shares to be deposited by WAG, 3,185,000 PubCo Ordinary Shares to be deposited by Belta and 1,755,000 PubCo Ordinary Shares to be deposited by BestToYo, respectively.

In connection with the Third Amendment to the Business Combination Agreement and the PubCo Pre-Closing Restructuring, on February 29, 2024, BWAQ, PubCo, Fuji Solar, WAG, Belta and BestToYo entered into an amended and restated Shareholder Lock-up and Support Agreement, pursuant to which each of WAG, Belta and BestToYo has agreed not to, except as set for therein, among other things, transfer any of the Sellers Subject Share or grant any proxies or enter into any voting arrangements with respect to the Sellers Subject Shares.

On March 6, 2024, the BWAQ Board approved the $6 million PIPE Financing into BWAQ in exchange for a total of 600,000 BWAQ Class A Ordinary Shares to be issued to the NOTAM Co., Ltd., a Japanese corporation (the “PIPE Investor”) immediately prior to the Merger Closing, representing a purchase price of $10 per share. The PIPE Investor was introduced to TOYO Solar through an existing contact of Mr. Ryu to discuss the potential financing in March 2023. From April to June 2023, the parties discussed the potential investment in TOYO Solar but did not reach any preliminary agreement on the foregoing matters during this period. The discussion was temporarily paused after June 2023 given that TOYO Solar was focused on the Business Combination Agreement. Also in January 2024, in light

of the progress of the Transactions, TOYO Solar, BWAQ and the PIPE Investor resumed the discussions for a potential Transaction Financing as provided in the Business Combination Agreement and agreed with the PIPE Financing of $6 million, to be closed around the Merger Closing at the Benchmark Price. To facilitate this, Cooley, R&C and outside legal counsel of the PIPE Investor, Nishimura Asahi (“Nishimura”) assisted to prepare and review a purchase agreement (the “PIPE Purchase Agreement”) from February 1 to February 29, 2024. On March 6, 2024, each of the PIPE Investor, BWAQ and PubCo executed the PIPE Purchase Agreement.

BWAQ Board’s Reasons for the Approval of the Transactions

BWAQ was organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. BWAQ’s efforts to identify a prospective target business were primarily in the marine leisure, cruise, marine infrastructure and engineering, general hospitality, travel and tourism, marine services, logistics and supply chain, offshore energy solutions and related industry segments. BWAQ is not limited to a particular region for purposes of consummating an initial business combination, thus BWAQ may focus on targets that, regardless of geographic location of operations or corporate offices, have viable synergies with the Asia Pacific and the U.S. markets for the above industry segments, either physically or virtually.

The Transactions resulted from a thorough search for a potential target, utilizing our resources along with the investment and operational experience of BWAQ’s management and the BWAQ Board. The terms of the Transactions are the result of extensive negotiations between BWAQ and TOYO Solar.

From the date of the BWAQ IPO through the execution of the Business Combination Agreement on August 10, 2023, BWAQ evaluated various potential target companies. BWAQ followed the initial set of criteria and guidelines outlined in the prospectus for the BWAQ IPO to assess the value and the growth of the potential target companies but did not limit itself to those criteria. BWAQ’s management evaluated business combination opportunities made available to BWAQ’s management based on the merits of a particular initial business combination which may be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that BWAQ’s management deemed relevant.

Prior to reaching the decision to approve the Business Combination Agreement and the Transactions, the BWAQ Board reviewed the results of the business and financial due diligence conducted by BWAQ’s management and third-party legal and financial advisors, which included:

(1)    Extensive meetings with BWAQ’s management.

(2)    Research on the market of solar power solutions and the comparable selected public companies.

(3)    Analysis of TOYO Solar’s business models, business plans and strategies.

(4)    Assessment of TOYO Solar’s total addressable market, key competitors, competitive advantages, barriers of entry and target market share.

(5)    Onsite visiting of TOYO Solar’s solar cell site in Vietnam and potential factory in module site in the United States.

(6)    Several discussions with the principal shareholders of TOYO Solar and senior management of TOYO as well as management of Fuji Solar on the future growth strategy of TOYO Solar.

(7)    Review of TOYO Solar’s corporate documents, material business contracts and other relevant due diligence documents.

(8)    Analysis and review of TOYO Solar’s historical financial statements.

(9)    Review of TOYO Solar’s related party transactions.

(10)  Evaluation of prevailing industry changes and challenges during the COVID-19 pandemic.

(11)  Assessment of TOYO Solar’s public company readiness.

In evaluating the transaction with TOYO Solar, the BWAQ Board consulted with legal counsels of BWAQ, and Primary Capital with regards to valuation of TOYO Solar.

The members of the BWAQ Board are well qualified to evaluate the Transactions. The BWAQ Board and BWAQ’s management collectively have extensive transactional experience.

In particular, the BWAQ Board considered the following positive factors, although not weighted or in any order of significance:

•        Quality Production at Competitive Scale and Cost.    By locating its cell production in Southeast Asia and incorporating automatic guided vehicles (AGVs) and TOPCon technology in its cell manufacture, TOYO Solar is well positioned to produce high quality solar cells at a competitive scale and cost.

•        Support from VSUN.    TOYO Solar is an early-stage company incorporated in November 2022 to separate the solar cell and module businesses from VSUN, its affiliate and a majority-owned subsidiary of Fuji Solar and, in line with this overall strategy, TOYO Solar expects to receive support from VSUN, including valuable market knowledge, expertise and customer base.

•        Advanced Management System.    The management system and strict manufacturing protocols of its ultimate shareholder, Abalance, will be implemented on TOYO Solar to ensure consistent production of high-quality solar products with unrestricted access to worldwide markets.

•        Strategic Development Plans.    TOYO Solar is committed to becoming a reliable full service solar solutions provider in the United States and globally, integrating the upstream production of wafer and silicon, midstream production of solar cell, downstream production of photovoltaic modules, and potentially other stages of the solar power supply chain. TOYO Solar has development plan to achieve these goals and capture the growing opportunities in the solar industry. See “Information Related to PubCo — Our Strategies” for more details.

•        Management Team and Culture of Excellence.    Established by Fuji Solar as a subsidiary of VSUN, TOYO Solar inherited corporate culture from Fuji Solar and Abalance that values discipline and a down-to-earth attitude.

•        Recommendation of the Special Committee.    BWAQ has established the Special Committee consisting of Mr. Zhenyu Li, Mr. Alfred “Trey” Hickey, and Mr. Buhdy Sin Swee Bok, the independent directors of BWAQ, to analyze and evaluate any potential conflicts of interest arising from the proposed Transactions, engage a third-party financial advisor to analyze the Business Combination Agreement and the Transactions and render a fairness opinion. On August 7, 2023, at the meeting of the Special Committee, all the members of the Special Committee unanimously agreed that the Business Combination Agreement is fair and in the best interest of the BWAQ shareholders and recommended that the BWAQ Board approve the Business Combination Agreement and the Transactions accordingly.

•        Fairness opinion issued by a third-party.    The Special Committee engaged an independent third party, Primary Capital, to analyze the Business Combination Agreement and the Transactions and render a fairness opinion, pursuant to which it determined that the consideration to be paid by BWAQ in connection with the Transactions was fair to BWAQ from a financial point of view.

The BWAQ Board has also considered a number of other factors to approve the Business Combination Agreement and the Transactions, including, but not limited to:

•        the business, history, and management of TOYO Solar;

•        the likelihood that the Transactions will be completed;

•        the terms of the Business Combination Agreement and the belief that the terms of the Business Combination Agreement, including the representations, warranties, covenants, and conditions to the parties’ respective obligations, are reasonable in light of the entire transaction;

•        the view of BWAQ’s management as to the financial condition, results of operations, and business of TOYO Solar before and after the Transactions based on due diligence;

•        the fact that consummating the Transactions will mean BWAQ cannot pursue other alternatives that could potentially result in greater value for BWAQ;

•        the risk that the Transactions may not be completed in a timely manner or at all; and

•        various other risks associated with the Transactions.

The BWAQ Board also identified and considered the following factors and risks as weighing negatively against pursuing the Business Combination Agreement and the Transactions (although not weighted or in any order of significance):

•        Developmental stage company risk.    TOYO Solar was newly established in November 2022, and may not be able to execute or fully execute on its business plan as described in this proxy statement/prospectus.

•        Lack of operating history.    The fact that TOYO Solar is an early-stage company incorporated in November 2022 and has no operating history. As advised by TOYO Solar, they expect to commence commercial production at its solar cell site in October 2023.

•        Risk that the benefits from the positive factors described above may not be achieved.    There are uncertainties if benefits from the positive factors described above with respect to the potential Transactions will be fully achieved.

•        Forecasts and projections may prove incorrect.    The operating and financial results, forecasts and projections of TOYO Solar rely upon assumptions and analyses developed by TOYO Solar.

•        Risk of the liquidation of BWAQ.    BWAQ might be liquidated if not able to complete the Transactions within the prescribed time period, which might divert BWAQ’s management’s focus and resources from other business combination opportunities.

•        Redemption risks.    It is uncertain if and how many BWAQ shareholders may elect to redeem their BWAQ Public Shares prior to the consummation of the Transactions.

•        Other risks.    Various other risks associated with the Transactions and redemptions, the business of BWAQ and the business of TOYO Solar as described in “Risk Factors,” including TOYO Solar’s need to raise additional capital to finance its operations.

In addition to considering the factors described above, the Board also considered that BWAQ’s executive officers and directors may have financial interests in the Transactions that may be different from, or in addition to, the interests of BWAQ shareholders, including the fact that the BWAQ Initial Shareholders may experience a positive rate of return on their investment, even if Public Shareholders experience a negative rate of return on their investment, due to having purchased Founder Shares for approximately $0.01 per share. The BWAQ Board was aware of and considered these interests, among other matters, in reaching the determination that the consideration to be paid by BWAQ in connection with the Transactions was fair to BWAQ from a financial point of view. See “— Interests of BWAQ’s Directors and Officers in the Transactions” below. However, the BWAQ Board concluded that the potentially disparate interests would be mitigated because (i) these interests were disclosed in the prospectus for the BWAQ IPO and would be included in this proxy statement/prospectus, (ii) these disparate interests would exist with respect to a business combination with any target company, and (iii) the Transactions were structured so that the Transactions may be completed even if BWAQ Public Shareholders redeem a substantial portion of the BWAQ Public Shares.

After considering the foregoing factors, the BWAQ Board concluded, in its business judgment, that the potential benefits that it expected BWAQ and its shareholders to achieve as a result of the Transactions outweighed the potentially negative factors associated with the Transactions. The BWAQ Board also noted that BWAQ shareholders would have a substantial economic interest in PubCo (depending on the level of BWAQ shareholders that sought redemption of their BWAQ Public Shares for cash). Accordingly, the BWAQ Board unanimously determined that the Business Combination Agreement and the related agreements and the Transactions are advisable, fair to and in the best interests of BWAQ and its shareholders.

The preceding discussion of the information and factors considered by the BWAQ Board is not intended to be exhaustive but includes the material factors considered by the BWAQ Board. In view of the complexity and wide variety of factors considered by the BWAQ Board in connection with its evaluation of the Business Combination Agreement and the Transactions, the BWAQ Board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the different factors that it considered in reaching its decision. In addition, in considering the factors described above, individual members of the BWAQ Board may have given different weight to different factors. The BWAQ Board considered this information as a whole and overall considered the information and factors to be favorable to, and in support of, its determinations and recommendations.

This explanation of the BWAQ Board’s reasons for its approval of the Business Combination Agreement and the Transactions, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Forward-Looking Statements.”

Basis for the BWAQ Board’s Recommendation — Fairness Opinion

In addition to the foregoing factors, the BWAQ Board also considered the Fairness Opinion and supporting analysis provided by Primary Capital, an independent financial advisor. On March 30, 2023, BWAQ retained Primary Capital to provide to the Special Committee a fairness opinion on whether the consideration to be paid by BWAQ to BWAQ’s unaffiliated shareholders in connection with the Transactions is fair from a financial point of view. On August 7, 2023, Primary Capital delivered its Fairness Opinion, dated August 7, 2023, to the Special Committee that, as of the date of the Fairness Opinion and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such Fairness Opinion, the consideration to be paid by TOYO Solar pursuant to the draft Agreement was fair, from a financial point of view, to the shareholders of BWAQ.

In selecting Primary Capital, the Special Committee considered, among other things, the fact that Primary Capital is a reputable investment banking firm with substantial experience in providing strategic advisory services in general. Primary Capital, as part of its investment banking business, is continuously engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes.

The full text of the Fairness Opinion is attached hereto as Annex C and is incorporated into this proxy statement/prospectus by reference. The summary of the Fairness Opinion set forth herein is qualified in its entirety by reference to the full text of the Fairness Opinion. BWAQ’s shareholders are urged to read the Fairness Opinion carefully and in its entirety for a discussion of the procedures followed, assumptions made, other matters considered, and limits of the review undertaken by Primary Capital in connection with such Fairness Opinion. Primary Capital’s Fairness Opinion was approved by its fairness committee. The Fairness Opinion was provided for the information of, and directed to, the Special Committee for its information and assistance in connection with its consideration of the financial terms of the Transactions.

The Fairness Opinion issued by Primary Capital was only one of many factors considered by the Special Committee and BWAQ Board in evaluating the Transactions. Neither the Fairness Opinion nor Primary Capital’s analyses were determinative of the aggregate merger consideration or of the views of the Special Committee, BWAQ Board or BWAQ’s management with respect to the Transactions or the aggregate merger consideration. The type and amount of consideration payable in the Transactions were determined through negotiations between BWAQ and TOYO Solar, and the decision to enter into the Business Combination Agreement was solely that of the Special Committee and the BWAQ Board.

In rendering its Fairness Opinion, Primary Capital, among other things:

1.      Reviewed the letter of intent by and among BWAQ, TOYO Solar and VSUN, dated January 31, 2023, and discussed the proposed Transaction with BWAQ’s management;

2.      Reviewed a near final form of the Business Combination Agreement as of August 5, 2023, and associated transactional documents relevant to the Fairness Opinion;

3.      Reviewed the unaudited financial statements of TOYO Solar from inception (November 8, 2022) through December 31, 2022, and year-to-date financial statements through February 28, 2023;

Based on the projections for TOYO Solar, the 2024 Audited Net Profit will exceed $41 million. This amount is the hurdle necessary to achieve the Earnout Consideration of $130 million, or 13 million earnout shares. Since the projections show TOYO Solar will comfortably exceed $41 million in 2024 Audited Net Profit, Primary Capital assumed the earnout shares were issued and outstanding in all per share calculations used throughout its analysis.

Primary Capital selected the companies used in this analysis on the basis of its experience and knowledge of companies in the industry and various factors, including the size of the company and the similarity of the lines of business to TOYO Solar’s proposed lines of business, as well as the business models, product/service offerings, operating margin profiles and end-market exposure of such companies. As noted above, no company used as a comparison is identical to TOYO Solar. Accordingly, these analyses are not purely mathematical, but also involve complex considerations and judgments concerning the differences in financial and operating characteristics of the selected companies and other factors.

Selected Precedent Transactions Analysis

Primary Capital reviewed and analyzed certain publicly available information, including valuation metrics, for the following four acquisitions among companies producing solar cells, PV modules and related components to the solar energy sector over the last five years. In three of the four transactions identified, less than a 50% interest was acquired, indicating these were not change of control transactions. Consistent with the same methodology used in the comparable companies’ analysis, Primary Capital applied a 50% discount to the median multiples to calculate a “discounted median multiple” that Primary Capital used in its valuation analysis.

Primary Capital selected the precedent transactions based upon its experience and knowledge of companies in the industry. Although none of the transactions are directly comparable to the transaction between BWAQ and TOYO Solar, nor are any of the target companies directly comparable to TOYO Solar, selected transactions involving target companies with similar characteristics to the characteristics identified above in the comparable company analysis.

There was no NTM data on the selected precedent transactions, so only LTM data was used in Primary Capital’s analysis. Primary Capital used the same methodology in the precedent transaction analysis as the comparable companies’ analysis, whereby TOYO Solar’s 2023 projections were treated as LTM results and discounted a full year to calculate the present value. The following table sets forth the LTM Revenue and EBITDA multiples utilized by Primary Capital in performing its analysis, which were derived from the selected business combinations identified above, and the range of enterprise values, equity values and share prices for TOYO Solar implied by this analysis.

Because the market conditions, rationale, and circumstances surrounding each of the transactions analyzed were specific to each transaction and because of the inherent differences between TOYO Solar’s businesses, operations and prospects and those of the acquired companies above, Primary Capital believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the analysis. Accordingly, Primary Capital also made qualitative judgments concerning the differences between the characteristics of these transactions (including market conditions, rationale, and circumstances surrounding each of the transactions, and the timing, type and size of each of the transactions) and TOYO Solar acquisition that could affect TOYO Solar’s acquisition value.

Discounted Cash Flow Analysis

Primary Capital utilized the financial projections and estimates regarding TOYO Solar prepared by TOYO Solar and supplied to Primary Capital by BWAQ, to perform a discounted cash flow analysis of TOYO Solar. The projections and estimates supplied to and utilized by Primary Capital are summarized below under “— Certain Projected Financial Information.” In conducting this analysis, Primary Capital assumed that TOYO Solar would perform in accordance with these projections and estimates. Primary Capital performed an analysis of the present value of the unlevered free cash flows that TOYO Solar’s management projected TOYO Solar will generate for the fiscal years 2023 through fiscal year 2026. Primary Capital utilized illustrative terminal values in the year 2026 based on a range of terminal multiples of 5.4x to 9.4x on projected fiscal year’s 2026 EBITDA. Primary Capital discounted the cash flows projected for the specified period using discount rates ranging from 24.1% to 28.1%, reflecting a range of estimates of TOYO Solar’s calculated weighted average cost of capital of 26.1%. Using discount rates of 24.1% to 28.1% and terminal multiples of 5.4x to 9.4x, this analysis resulted in implied enterprise values for TOYO Solar ranging from $441.1 million to $812.8 million. The implied share price, assuming the earnout shares were issued and outstanding, ranged from $10.81 to $19.88. Primary Capital compared the results of this analysis to the $410.0 million total consideration payable to TOYO Solar pursuant to the near final draft of the Business Combination Agreement. The total consideration payable to TOYO Solar was below the range of enterprise values resulting from this analysis, supporting a conclusion that, as of the date of Primary Capital’s Fairness Opinion, the transaction was fair to Primary Capital, from a financial point of view.

Conclusion

Typically, none of the analyses performed by Primary Capital is assigned a greater significance or weight given to those analyses. However, in certain situations Primary Capital will determine it is necessary to reallocate percentage weights when it believes there are inherent limitations among one or more components of its analyses. The goal is

to apply weights which, in Primary Capital’s view, appropriately addresses identified weaknesses by reducing the component’s impact on the overall analysis. In this case, Primary Capital was concerned with the limited availability of quality precedent transaction data where three of the four transactions were more than two years old and three of the four were not change of control transactions. Primary Capital also noted that, unlike TOYO Solar, the companies included in the public companies’ analysis all had well established and sizeable businesses in the solar sector. Due to Primary Capital’s concerns regarding the relevance of the precedent transactions and comparable company analysis, it was determined to significantly underweight the results from the precedent transaction analysis (10%) and slightly underweight the results from the comparable company analysis (30%). The amount of the reduced weights applied to the precedent transaction and comparable companies analysis was added to the weight applied to the discounted cash flow analysis, resulting in a 60% weight for the discounted cash flow analysis. The resulting weighted average value is shown in the table below:

Based upon the foregoing analyses and the assumptions and limitations set forth in full in the text of Primary Capital’s Fairness Opinion, Primary Capital was of the opinion that, as of the date of Primary Capital’s Fairness Opinion, and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such Fairness Opinion, the consideration to be paid by BWAQ in the Transactions pursuant to the near final draft of the Business Combination Agreement was fair, from a financial point of view, to BWAQ’s shareholders.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its Fairness Opinion, Primary Capital considered the results of all of its analyses as a whole and believes that the summary provided and the analyses described above must be considered as a whole and that selecting portions of these analyses, without considering all of them, would create an incomplete view of the process underlying Primary Capital’s analyses and the Fairness Opinion; therefore, the range of valuations resulting from any particular analysis described above should not be taken to be Primary Capital’s view of the actual value of BWAQ.

Primary Capital has received a fee of $60,000 in total, including $30,000 received upon the execution of the engagement letter and $30,000 received upon the completion of the final draft of its Fairness Opinion, and $40,000 will be payable to Primary Capital upon the filing of the amendment No. 1 to this proxy statement/prospectus. The payment to Primary Capital as provided above was not and will not be contingent upon consummation of the Transactions. Primary Capital will not receive any other significant payment or compensation contingent upon the successful consummation of the Transactions. In addition, BWAQ has agreed to indemnify Primary Capital for liabilities arising out of its engagement. Primary Capital may seek to provide investment banking services to BWAQ, the shareholders of BWAQ or their respective affiliates in the future, for which Primary Capital would seek customary compensation. In the ordinary course of business, Primary Capital and its clients may affect transactions in the equity securities of BWAQ and may at any time hold a long or short position in such securities.

Certain Projected Financial Information

BWAQ and TOYO Solar do not, as a matter of general practice, publicly disclose forecasts or internal projections of TOYO Solar’s future revenues, earnings or other results. However, in connection with the BWAQ Board’s consideration of the Transactions and Primary Capital’s financial analysis of TOYO Solar described under “— Basis for the BWAQ Board’s Recommendation — Fairness Opinion,” TOYO Solar’s management provided to BWAQ and Primary Capital, its non-public, four-year internal financial forecasts regarding TOYO Solar’s anticipated future operations for fiscal 2023 through fiscal 2026.

The financial forecasts provided to Primary Capital were developed following a process in which TOYO Solar provided draft financial forecasts and further updated with inputs and suggestions by BWAQ’s management. Initially, TOYO Solar provided financial forecast for the years from 2024 (with projected EBITDA of approximately $159.61 million), 2025 (with projected EBITDA of approximately $194.72 million) to 2026 (with projected EBITDA of approximately $191.94 million). Following the receipt of initial financial projections, BWAQ management had discussions with TOYO Solar regarding whether TOYO Solar’s financial projections would (i) include the projections for the fourth quarter of 2023, given its estimated timeline to complete Phase 1 construction of a cell plant in Vietnam and commence production by the end of 2023, and (ii) make reasonable adjustments when comparing R&D expenses against other solar energy solution companies that are more established, given that TOYO Solar is a newly established company and may incur relatively higher R&D expenses at the initial stage, including application of TOPCon (as defined below) technology in solar cell production. TOYO Solar’s management considered and analyzed these factors and modified the financial forecasts accordingly. The final financial forecast included the financial projections for the year 2023, increased the total operating expenses by approximately 10.7%, 9.8% and 5.8% for the years 2024, 2025 and 2026, respectively, and adjusted other relevant financial metrics accordingly. Consequently, the projected EBITDA for the years 2024, 2025 and 2026 in the final financial forecasts decreased by approximately 6.5%, 7.1% and 4.3%, respectively, as compared to the projected EBITDA in the initial financial forecasts for the same periods. The final financial forecast was provided to Primary Capital. BWAQ has included the below summary information from such financial forecasts to give its shareholders access to certain previously non-public information because such information was considered by Primary Capital, for purposes of rendering its Fairness Opinion. In light of the fact that TOYO Solar is a newly established solar solution company with limited operations which has not generated meaningful revenues to date, and the financial projections prepared by TOYO Solar are not supported by a sufficiently long operating history, the BWAQ Board did not rely upon the following financial projections in recommending the Transactions to its shareholders and did not consider the projections a determinative factor in entering into the Business Combination Agreement. Inclusion of summary information regarding the financial forecasts in this proxy statement/prospectus is not intended to influence your decision whether to vote for the Transactions.

Neither the inputs or assumptions provided by TOYO Solar to Primary Capital nor the unaudited prospective financial information was not prepared with a view toward public disclosure, nor was it prepared with a view toward complying with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for the preparation and presentation of prospective financial information, or U.S. GAAP.

Neither BWAQ’s independent registered public accounting firm, nor the independent registered public accounting firm of TOYO Solar has audited, reviewed, compiled, or performed any procedures with respect to the accompanying unaudited prospective financial information for the purpose of its inclusion herein, and accordingly, neither of them expresses an opinion or provides any other form of assurance with respect thereto for the purpose of this proxy statement/prospectus. The report of the independent registered public accounting firm of TOYO Solar included elsewhere in this proxy statement/prospectus relates to the historical financial information of TOYO Solar. It does not extend to the unaudited prospective financial information and should not be read to do so.

Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are strongly cautioned not to place undue reliance on the prospective financial information.

The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information, including, among others, risks and uncertainties set forth under “Risk Factors” and “Forward-Looking Statements” contained elsewhere in this proxy statement/prospectus. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of BWAQ or TOYO Solar or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this proxy statement/prospectus should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.

Considering that BWAQ’s Extraordinary General Meeting will be held months after the date the financial forecast referenced above was prepared, as well as the uncertainties inherent in any forecasted information, shareholders are strongly cautioned not to place undue reliance on the financial forecast. This information constitutes “forward-looking statements,” and actual results likely will differ from it and the differences may be material. See “Forward-Looking Statements.”

BWAQ and TOYO Solar do not generally publish their business plans and strategies or make external disclosures of their anticipated financial condition or results of operations. EXCEPT AS REQUIRED BY APPLICABLE SECURITIES LAWS, TOYO SOLAR HAS NOT UPDATED, AND DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE, THE PROSPECTIVE FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING SINCE ITS PREPARATION INCLUDING ANY CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS, OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. NEITHER BWAQ, TOYO SOLAR NOR ANY OF PRIMARY CAPITAL’S RESPECTIVE REPRESENTATIVES OR ADVISERS MAKE ANY REPRESENTATION TO ANY BWAQ SHAREHOLDERS, TOYO SOLAR STOCKHOLDERS OR ANY OTHER PERSON WITH REGARD TO THE ULTIMATE PERFORMANCE OF BWAQ, TOYO SOLAR OR PUBCO. BWAQ DOES NOT INTEND TO REFERENCE THESE FINANCIAL PROJECTIONS IN ITS FUTURE PERIODIC REPORTS FILED UNDER THE EXCHANGE ACT.

Four years was selected as an appropriate forecast period since this period adequately shows the forecasted continued growth within the renewable energy industry and that PV solar installations will continue to support the increased demand for renewable energy sources through 2026. A summary of the four-year internal financial forecast information regarding TOYO Solar’s anticipated future operations for fiscal 2023 through fiscal 2026 provided by BWAQ to Primary Capital in connection with Primary Capital’s Fairness Opinion and related financial analyses is as follows:

The above financial metrics were included in TOYO Solar’s financial forecasts that were provided to Primary Capital solely for purpose of rendering its Fairness Opinion, which opinion is materially related to the Transactions. Further, the financial forecasts are disclosed in this prospectus/proxy statement in order to comply with Item 1015 of Regulation M-A regarding disclosure of Primary Capital’s analyses or substantive work. Accordingly, consistent with SEC guidance, the metrics provided to Primary Capital for purpose of rendering the Fairness Opinion are not deemed to be non-GAAP financial measures requiring reconciliation to GAAP and/or other additional disclosures.

Assumptions Utilized for the Financial Forecast Table

The financial forecasts were prepared in good faith by TOYO Solar’s management based on management’s reasonable best estimates and facts, circumstances and information available at the time. While presented with numerical specificity, the financial forecasts reflect numerous estimates and assumptions made by TOYO Solar’s management with respect to industry performance, competition, general business, economic, market and financial conditions and matters specific to TOYO Solar’s business, all of which are difficult to predict and many of which are beyond TOYO Solar’s control. TOYO Solar believes that its solar industry insights provide a reasonable basis for the estimates and assumptions underlying the financial forecasts. Changes in these estimates or assumptions, including assumptions regarding cell sale price fluctuations, silicon purchase price fluctuations, research and development expenses as a percentage of revenue and expanded production capacity could materially affect the financial forecasts. Specifically, the material assumptions and estimates include but are not limited to:

•        Revenue Growth

•        Production Facilities: The projected significant increase in revenue from 2023 to 2026 is based on increased product sales revenue from production facilities coming online during each of those years (as described below). These projections (i) are generally consistent with management’s executed

strategies; (ii) take into account the 3GW Phase 1 capacity of the Vietnam solar cell factory coming online in the fourth quarter of 2023; (iii) assume the Vietnam solar cell factory will achieve full 3GW capacity in 2024; (iv) assume the 3GW Phase 2 capacity of the Vietnam solar cell factory coming online by the third quarter of 2025; and (v) take into account the 2GW annual capacity of the wafer slicing factory at a selected location and the 2GW annual capacity solar module factory in U.S. coming online afterwards.

•        Sales Volume: According to the CIC Report, U.S. domestic solar cell production is projected to be 0GW, 3.6GW, 15.9GW and 25.7GW in 2023 to 2026, respectively, while U.S. domestic solar module production is projected to be 8.0GW, 18.4GW, 40.3GW and 55.2GW in 2023 to 2026, respectively. This will lead to an undersupply of U.S. domestic solar cell capacity, requiring sourcing from other overseas supply chains. VSUN has more resources than TOYO Solar and a proven track record of success in the U.S. solar market, and TOYO Solar’s management believes that, by leveraging VSUN’s successful experience and market insights, as well as its strong presence and reputation in the solar industry, through a series of collaboration with VSUN, TOYO Solar will be able to quickly obtain access to the U.S. market with minimal upfront marketing and brand promotion, and build “TOYO Solar” as a trusted PV module supplier brand in the United States and even globally. In light of the above, TOYO Solar’s management believes all of the production capacity can be converted into effective sales volume without oversupply during the forecast period presented in the financial forecasts.

•        Raw Material Supply: In light of the current market environment, supply-demand dynamics, national policies and regulatory requirements, TOYO Solar’s management believes key raw material purchase prices will decline during the forecast period, auxiliary material purchase prices will remain unchanged, and overall raw material supply will remain sufficient without shortages.

•        The primary driver of growth comes from capacity expansion, with the impact on revenue outweighing the impact from the projected unit selling price decline of approximately 3% to 6% annually.

In view of the above assumptions, the compound annual revenue growth rate from 2023 to 2026 is approximately 110%.

•        Gross Margin

Given the rapid development of the solar industry and its gradual maturation, gross margins will gradually decrease. However, given the cyclical nature of the solar industry, TOYO Solar’s management expects profitability to gradually shift upstream, and thus gross margins in 2024 are expected to increase slightly due to the full production launch of wafer slicing.

•        Gross Profit

In the current supply-constrained solar industry environment, as production capacity increases thus driving sales growth and manufacturing efficiency year-over-year, gross profit is expected to increase annually.

•        EBITDA

EBITDA is expected to increase in line with increased revenue and scale, somewhat offset by higher operating expenses across the major expense categories as TOYO Solar continues to expand its operations to support its revenue growth.

•        Other Material Assumptions:

•        Manufacturing Efficiencies:    In line with solar industry development trends, solar cell conversion efficiency will gradually improve, thereby enhancing production efficiency and capacity.

•        Research and Development Expenses Ratio:    TOYO Solar’s R&D expenses as a percentage of revenue in 2023 is projected to be the highest percentage during the forecast period presented in the financial forecasts. This percentage is expected to gradually decline over the forecast period as revenue grows substantially, to be generally in line with R&D expense ratios at other publicly listed solar technology companies.

•        Corporate Income Tax:    In Vietnam, TOYO Solar’s is entitled to a corporate income tax exemption for four years and a 50% reduction for the following five years.

Satisfaction of 80% Test

BWAQ’s initial business combination must occur with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of Deferred Underwriting Fee held in The Trust Account and taxes payable on the income earned on the Trust Account and less any interest earned thereon that is released to BWAQ for its taxes) at the time of signing a definitive agreement to enter into a business combination. BWAQ will not complete a business combination unless the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The BWAQ Board determined that this test was met in connection with the proposed Transactions.

Interests of BWAQ’s Directors and Officers in the Transactions

When considering the BWAQ Board’s recommendation to vote in favor of approving the Business Combination Proposal, BWAQ Shareholders should keep in mind that the Sponsors and BWAQ’s directors and executive officers have interests in such proposals that are different from, or in addition to (and which may conflict with), those of BWAQ Shareholders generally. These interests include, among other things, the interests listed below:

•        the fact that the BWAQ Initial Shareholders, including the Sponsor, BWAQ’s officers and directors and Maxim have agreed, as part of the BWAQ IPO, and without any separate consideration provided by BWAQ for such agreement, not to redeem any BWAQ Ordinary Shares (including the Representative Shares held by Maxim) in connection with a shareholder vote to approve a proposed initial business combination;

•        the current beneficial ownership by the Sponsor of an aggregate of 1,800,000 Founder Shares and 378,480 Private Shares, which would become worthless if BWAQ does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares. The Sponsor paid an aggregate of approximately $20,434.78, or $0.01 per share, for the Founders Shares and $3,784,800, or $10.00 per share, for the Private Shares. The Founder Shares (on an as-converted basis) and the Private Shares currently held by the Sponsor have an aggregate market value of approximately $25.4 million, based on the closing price of BWAQ Class A Ordinary Shares on the Record Date of $11.25 per share, resulting in a theoretical gain of approximately $21.6 million (or $9.57 per share). Further, pursuant to the Sponsor Support Agreement, the Sponsor will transfer 100,000 Founder Shares to Fuji Solar immediately prior to or upon the Merger Closing and distribute 400,000 Founder Shares to the Sponsor’s employees or advisors prior to the Merger Closing. In the event that there is no or less than $20,000,000 Transaction Financing occurred on the closing of the Transaction, the Sponsor will cancel 1,380,000 Founder Shares. Therefore, it is likely that the Sponsor will only hold 378,480 Private Shares immediately prior to or upon the Merger Closing;

•        the fact that in connection with the Transactions, the Sponsor transferred 400,000 Founder Shares to Fuji Solar in October 2023, subject to the same lock-up terms of the Founder Shares, for the aggregate purchase price of $1,200,000, the proceed of which have been used by the Sponsor to fund the Trust Account to effectuate the extensions of the period that BWAQ is permitted to complete an initial business combination as a part of the agreed terms and conditions provided in a letter of intent dated January 31, 2023, between BWAQ, TOYO Solar and VSUN.

•        the fact that there are various sponsor support arrangements in connection with the Business Combination Agreement, including without limitation that certain amount of Founder Shares owned by the Sponsor are subject to earnout vesting schedule, shortfall markup and as provided in the Sponsor Support Agreement. For more information, see “The Business Combination Agreement and Other Transaction Documents — Related Agreements and Documents.”

•        The fact that, pursuant to a certain administrative services agreement (the “Administrative Services Agreement”) dated as of January 31, 2022 by and between BWAQ and the Sponsor, BWAQ is obligated, commencing from the effective date of the BWAQ IPO to pay the Sponsor, a monthly fee of $10,000 for general and administrative services until the earlier of the completion of initial business combination or

PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL

General

BWAQ Shareholders are being asked to adopt the Adjournment Proposal, if presented.

The Adjournment Proposal, if adopted, shall allow BWAQ’s board of directors to adjourn the Extraordinary General Meeting to a later date or dates, if necessary. In no event shall BWAQ solicit proxies to adjourn the Extraordinary General Meeting or consummate the Transactions beyond the date by which it may properly do so under the BWAQ Charter and the Cayman Islands laws. The purpose of the adjournment proposal is to provide more time to meet the requirements that are necessary to consummate the Transactions. See “Proposal No. 1 — The Business Combination Proposal — Interests of BWAQ’s Directors and Officers in the Transactions.”

Consequences If the Adjournment Proposal Is Not Approved

If the Adjournment Proposal is presented to the meeting and is not approved by the shareholders, BWAQ’s Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates. In such event, the Transactions would not be completed.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the chairman of the Extraordinary General Meeting, if necessary, to permit further solicitation, and vote of proxies is hereby confirmed, ratified and approved in all respects.”

Votes Required for Approval

The approval of the Adjournment Proposal will require the consent of the meeting, which means a simple majority of the votes which are cast by those shareholders of BWAQ who are present, in person or by proxy, and vote thereupon at the Extraordinary General Meeting.

An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.

Recommendation of BWAQ Board of Directors

THE BWAQ BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE BWAQ SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

MATERIAL TAX CONSIDERATIONS

United States Federal Income Tax Considerations

The following is a discussion of U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) that either (i) participate in the Transactions, including of owning and disposing of BWAQ shares, or (ii) elect to have their BWAQ public shares redeemed for cash. To the extent that the discussion below relates to matters of U.S. federal income tax consequences of the Transactions, it is the opinion of BWAQ’s tax counsel, Messina Madrid Law PA. This discussion addresses only those holders of BWAQ shares that hold their BWAQ Ordinary Shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not discuss all aspects of U.S. federal income taxation that may be relevant to holders in light of their particular circumstances or status including:

•        the BWAQ Initial Shareholders;

•        financial institutions or financial services entities;

•        broker-dealers;

•        taxpayers that are subject to the mark-to-market accounting rules;

•        tax-exempt entities;

•        governments or agencies or instrumentalities thereof;

•        insurance companies;

•        regulated investment companies or real estate investment trusts;

•        expatriates or former long-term residents of the United States;

•        persons that actually or constructively own five percent or more of our voting shares or five percent or more of the total value of any class of our shares;

•        persons that acquired our ordinary shares pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

•        persons that hold our ordinary shares as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; or

•        persons whose functional currency is not the U.S. dollar.

This discussion is based on the Code, proposed, temporary and final Treasury Regulations promulgated under the Code, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which could apply retroactively and affect the tax considerations described herein. This discussion does not address U.S. federal taxes other than those pertaining to U.S. federal income taxation (such as estate or gift taxes, the alternative minimum tax provisions of the Code or the Medicare tax on investment income), nor does it address any aspects of U.S. state or local or non-U.S. taxation.

We have not and do not intend to seek any rulings from the IRS regarding the Transactions or an exercise of redemption rights. There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.

This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our ordinary shares through such entities. If a partnership (or any entity or arrangement so characterized for U.S. federal income tax purposes) holds our ordinary shares, the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships holding any of our ordinary shares and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of the Transactions and an exercise of redemption rights to them.

EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE TRANSACTIONS AND AN EXERCISE OF REDEMPTION RIGHTS, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.

As used herein, a “U.S. Holder” is a beneficial owner of BWAQ Ordinary Shares or PubCo Ordinary Shares following the Closing (as the case may be) who or that is, for U.S. federal income tax purposes:

•        an individual citizen or resident of the United States,

•        a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia,

•        an estate whose income is subject to U.S. federal income tax regardless of its source, or

•        a trust if (i) a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in place to be treated as a U.S. person.

Effects of the Transactions to U.S. Holders

Effects of the Transactions to U.S. Holders

Subject to the discussion below of Section 367(a) of the Code under “— Additional Requirements for Tax Deferral,” the cancellation of and exchange by U.S. Holders of their BWAQ Ordinary Shares for PubCo Ordinary Shares pursuant to the Business Combination Agreement, taken together with the related Transactions, should qualify either as a transfer of property to a corporation under Section 351 of the Code or as a reorganization under Section 368 of the Code. BWAQ has received the Tax Opinion from Messina Madrid Law PA, which concludes that, subject to the limitations and qualifications set forth therein, in the Registration Statement, and Section 367(a) of the Code, the exchange by a U.S. Holder of their BWAQ Ordinary Shares for PubCo Ordinary Shares pursuant to the Merger will, taken together with the related Transactions, qualify as a transaction governed by Section 351 of the Code. Such Tax Opinion is filed as Exhibit 8.1 to the registration statement of which this proxy statement/prospectus forms a part and is based on customary assumptions, representations and covenants.

Receipt of the Tax Opinion is not a condition to the obligations of BWAQ and other parties to the Business Combination Agreement to complete the Transactions. The Tax Opinion is based upon representations, warranties and covenants provided by BWAQ and other relevant parties and certain assumptions (including those related to Section 367(a) of the Code), all of which must continue to be true and accurate as of the effective time of the Merger. In addition, the Tax Opinion is subject to certain qualifications and limitations as set forth in the Tax Opinion. If any of the assumptions, representations, warranties or covenants upon which the Tax Opinion is based are inconsistent with the actual facts, the conclusions set forth in the Tax Opinion could be invalid. Also, given the complex nature of the tax rules applicable to the Business Combination Agreement and the related Transactions and the absence of authorities directly on point or an advance ruling from the IRS, the conclusions stated in the Tax Opinion are not free from doubt, and there is a risk that the IRS could take a contrary position to those described in the Tax Opinion and that a court will agree with such contrary position in the event of litigation.

U.S. Holders Exchanging Only BWAQ Ordinary Shares for PubCo Ordinary Shares.    A U.S. Holder that owns only BWAQ Ordinary Shares but not BWAQ Warrants and that exchanges such BWAQ Ordinary Shares for PubCo Ordinary Shares as a result of the Merger and related Transactions generally should not recognize gain or loss. The aggregate tax basis of the PubCo Ordinary Shares received by such U.S. Holder should be the same as the aggregate adjusted tax basis of the BWAQ Ordinary Shares exchanged therefor. The holding period of the PubCo Ordinary Shares received by such U.S. Holder will include the period during which the BWAQ Ordinary Shares exchanged therefor were held by such U.S. Holder.

U.S. Holders whose BWAQ Warrants Become PubCo Warrants.    BWAQ and PubCo have agreed, pursuant to the Business Combination Agreement, to report the Merger as a tax-free exchange under Section 351 of the Code unless otherwise required by applicable law. To qualify as a reorganization under Section 368 of the Code (which it may not), a transaction must satisfy certain requirements, including, among others, that the acquiring corporation continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business, in each case, within the meaning of Treasury Regulations Section 1.368-1(d). However, due to the absence of guidance bearing directly on how the above rules apply in the case of an acquisition of stock of a corporation with no active business and only investment-type assets, such as BWAQ, the qualification of the Merger as a reorganization under Section 368 of the Code is not free from doubt. Though BWAQ has received the Tax Opinion, Messina Madrid Law PA is not providing an opinion regarding whether the Merger will qualify as a reorganization under Section 368 of the Code.

If the Merger qualifies as a reorganization under Section 368 of the Code, a U.S. Holder of BWAQ Warrants that are converted to PubCo Warrants likely would not recognize gain or loss. The aggregate tax basis of the PubCo Warrants received by such U.S. Holder should be the same as the aggregate adjusted tax basis of BWAQ Warrants exchanged therefor. The holding period of the PubCo Warrants received by such U.S. Holder will include the period during which BWAQ Warrants exchanged therefor were held by such U.S. Holder.

If the Merger qualifies as a transfer of property to a corporation under Section 351 of the Code but not as a reorganization under Section 368 of the Code, a U.S. Holder that owns only BWAQ Warrants but not BWAQ Ordinary Shares should recognize gain or loss upon the conversion of those BWAQ Warrants to PubCo Warrants equal to the difference between the fair market value of the PubCo Warrants received and such U.S. Holder’s adjusted tax basis in such U.S. Holder’s BWAQ Warrants. A U.S. Holder’s tax basis in the PubCo Warrants received in the Merger will equal the fair market value of such PubCo Warrants. A U.S. Holder’s holding period in the PubCo Warrants received in the Merger should begin on the day after the BWAQ Merger.

If the Merger qualifies as a transfer of property to a corporation under Section 351 of the Code but not as a reorganization under Section 368 of the Code, the treatment of a U.S. Holder that owns both BWAQ Ordinary Shares that are exchanged for PubCo Ordinary Shares and BWAQ Warrants that are converted into PubCo Warrants in the Business Combination depends on whether the conversion of BWAQ Warrants into PubCo Warrants in the Business Combination is treated as part of the transfer of property to a corporation under Section 351 of the Code or as a separate transaction. If the conversion of BWAQ Warrants into PubCo Warrants is treated as a separate transaction, then the U.S. federal income tax treatment of the U.S. Holder’s exchange of BWAQ Ordinary Shares for PubCo Ordinary Shares should be treated as described above under “— U.S. Holders Exchanging BWAQ Ordinary Shares for PubCo Ordinary Shares,” and the U.S. federal income tax treatment of the conversion of BWAQ Warrants for PubCo Warrants should generally be treated as described in the previous paragraph.

If the conversion of BWAQ Warrants into PubCo Warrants in the Business Combination Agreement is treated as part of the transfer of property to a corporation under Section 351 of the Code, a U.S. Holder would generally be treated as transferring each of (i) its BWAQ Ordinary Shares and (ii) its BWAQ Warrants for a combination of PubCo Ordinary Shares and PubCo Warrants received by such U.S. Holder in the Merger. The PubCo Warrants received by such U.S. Holder in the Merger would be allocated ratably between the BWAQ Ordinary Shares and the BWAQ Warrants in proportion to their relative fair market values, and the U.S. Holder would generally recognize gain (but not loss) with respect to each share of its BWAQ Ordinary Shares and each of its Warrants equal to the lesser of (i) the excess (if any) of the fair market value of such share or warrant over such U.S. Holder’s tax basis in such share or warrant or (ii) the fair market value of such PubCo Warrants allocated to such share or warrant. Any loss realized by a U.S. Holder would not be recognized. The holding period of the PubCo Ordinary Shares received by such U.S. Holder should include the period during which the BWAQ Ordinary Shares exchanged therefor were held by such U.S. Holder. A U.S. Holder’s holding period in the PubCo Warrants received in the Merger should begin on the day after the Merger.

Gain, if any, described in the previous paragraphs that is recognized by a U.S. Holder will generally be long-term capital gain to the extent it is allocated to exchanged BWAQ Ordinary Shares, or BWAQ Warrants converted into PubCo Warrants, that were held by such U.S. Holder for more than one-year at the time of the Business Combination Agreement. Long-term capital gains recognized by a non-corporate U.S. Holder generally would be eligible to be taxed at reduced rates under current law, but there are legislative proposals which, if enacted, could change this result,

and it cannot be determined with certainty whether or not such proposals will be enacted. The deductibility of capital losses is subject to limitations. It is unclear whether the redemption rights with respect to the BWAQ Ordinary Shares described in this proxy statement/prospectus could toll a U.S. holder’s holding period.

Alternative Treatment of the Business Combination.    If the Merger is not treated as a transfer of property to a corporation under Section 351 of the Code or as a reorganization under Section 368 of the Code, the Merger will generally be treated as a taxable exchange of BWAQ Ordinary Shares and/or BWAQ Warrants for PubCo Ordinary Shares and/or PubCo Warrants. A U.S. Holder of BWAQ Ordinary Shares and/or BWAQ Warrants would generally recognize gain or loss in an amount equal to the excess of (i) the fair market value of the PubCo Ordinary Shares (and, if such holder also holds BWAQ Warrants that convert into PubCo Warrants, the converted PubCo Warrants) received over (ii) such holder’s adjusted tax basis in such BWAQ Ordinary Shares (and BWAQ Warrants).

Any such gain would be capital gain, and generally would be long-term capital gain if the U.S. Holder’s holding period for the BWAQ Ordinary Shares (and/or BWAQ Warrants, as applicable) exceeded one year at the time of the BWAQ Merger. Long-term capital gains recognized by a non-corporate U.S. holder generally would be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. It is unclear whether the redemption rights with respect to the BWAQ Ordinary Shares described in this proxy statement/prospectus could toll a U.S. Holder’s holding period.

A U.S. Holder’s holding period for the PubCo Ordinary Shares (and/or PubCo Warrants, as applicable) would begin on the day after the BWAQ Merger and the U.S. Holder’s tax basis in the PubCo Ordinary Shares and PubCo Warrants received in the exchange should equal the fair market value of such PubCo Ordinary Shares and PubCo Warrants at the time of the exchange.

U.S. Holders of BWAQ Ordinary Shares or BWAQ Warrants are urged to consult their tax advisors regarding the proper U.S. federal income tax treatment of the Business Combination Agreement, including with respect to its qualification as a “reorganization” under Section 368 of the Code, or, alternatively, as part of a tax-deferred transaction pursuant to Section 351 of the Code.

Additional Requirements for Tax Deferral.    Section 367(a) of the Code and the Treasury regulations promulgated thereunder impose certain additional requirements to qualify for nonrecognition of gain under Section 351 or Section 368 of the Code with respect to transactions where a U.S. person transfers stock or securities (or is deemed to transfer stock or securities) in a foreign corporation to a foreign corporation in exchange for stock or securities in a foreign corporation. U.S. Holders of BWAQ Ordinary Shares will be deemed to transfer shares of such stock to PubCo in exchange for PubCo Ordinary Shares for purposes of the rules under Section 367(a) of the Code.

In general, for the Business Combination Agreement to meet these additional requirements, certain reporting requirements must be satisfied and each of the following conditions must be met: (i) no more than 50% of both the total voting power and the total value of the stock of PubCo is received in the exchange, in the aggregate, by “U.S. transferors” (as defined in the Treasury regulations and computed taking into account direct, indirect and constructive ownership); (ii) no more than 50% of each of the total voting power and the total value of the stock of PubCo is owned, in the aggregate, immediately after the exchange by “U.S. persons” (as defined in the Treasury regulations) that are either officers or directors or “five-percent target shareholders” (as defined in the Treasury regulations and computed taking into account direct, indirect and constructive ownership) of BWAQ; (iii) either (A) the U.S. holder is not a “five-percent transferee shareholder” (as defined in the Treasury regulations and computed taking into account direct ownership and ownership as a result of attribution rules) of PubCo or (B) the U.S. Holder is a “five-percent transferee shareholder” of PubCo and enters into an agreement with the IRS to recognize gain on the transferred shares under certain circumstances; and (iv) the “active trade or business test” as defined in Treasury Regulations Section 1.367(a)-3(c)(3) is satisfied. The active trade or business test generally requires (A) PubCo, or any qualified subsidiary of PubCo, to be engaged in an “active trade or business” outside of the U.S. for the 36-month period immediately before the transfer and neither the transferors nor PubCo to have an intention to substantially dispose of or discontinue such trade or business and (B) the fair market value of PubCo to be at least equal to the fair market value of BWAQ, as specifically determined for purposes of Section 367 of the Code, at the time of the transfer. It is currently expected that conditions (i), (ii), and (iii) will be met, and (iv) will be met as a result of the activities of PubCo’s subsidiaries. As a result, it is expected that the BWAQ Merger and related transactions will not be taxable under Section 367 of the Code on account of such conditions. It should be noted, however, that there is limited guidance regarding the application of these requirements to facts similar to the Business Combination. In addition, the determination of whether Section 367(a) of

the Code will apply to holders of BWAQ Ordinary Shares and BWAQ Warrants cannot be made until the Business Combination is completed. Accordingly, there can be no assurance that Section 367(a) of the Code will not apply to U.S. Holders of BWAQ Ordinary Shares that participate in the Business Combination.

If the exchange of BWAQ Ordinary Shares and/or the conversion of BWAQ Warrants pursuant to the Business Combination Agreement, taken together with the Transactions, would otherwise qualify for nonrecognition treatment under Section 351 of the Code or Section 368 of the Code, but it is determined that Section 367(a) of the Code applies, then a U.S. Holder of BWAQ Ordinary Shares and/or BWAQ Warrants would generally recognize gain with respect to each BWAQ Ordinary Share or BWAQ Warrant in an amount equal to the excess, if any, of (i) the fair market value of each PubCo Ordinary Shares and/or PubCo Warrant received over (ii) such holder’s adjusted tax basis in such BWAQ Ordinary Share or BWAQ Warrant. Any such gain would be capital gain, and generally would be long-term capital gain if the U.S. Holder’s holding period for the BWAQ Ordinary Shares (and/or BWAQ Warrants, as applicable) exceeded one-year at the time of the BWAQ Merger. Long-term capital gains recognized by a non-corporate U.S. Holder generally would be eligible to be taxed at reduced rates. The U.S. Holder would not recognize any loss in such holder’s BWAQ Ordinary Shares (and/or BWAQ Warrants, if applicable) and would not be permitted to net any such losses against any gain recognized with respect to other BWAQ Ordinary Shares (or BWAQ Warrants, if any). It is unclear whether the redemption rights with respect to the BWAQ Ordinary Shares described in this proxy statement/prospectus could toll a U.S. Holder’s holding period.

The rules dealing with Section 367(a) of the Code discussed above are very complex and are affected by various factors in addition to those described above. Accordingly, you are strongly urged to consult your tax advisor concerning the application of these rules to your exchange of BWAQ Ordinary Shares and/or deemed exchange of BWAQ Warrants under your particular circumstances, including, if you believe you will be a “five percent transferee shareholder,” the possibility of entering into a “gain recognition agreement” under applicable Treasury regulations.

U.S. Federal Income Tax Considerations of Owning PubCo Ordinary Shares

Taxation of Dividends and Other Distributions on PubCo Ordinary Shares

Subject to the PFIC rules discussed below, if PubCo makes a distribution of cash or other property to a U.S. Holder of PubCo Ordinary Shares, such distributions will generally be treated as a dividend for U.S. federal income tax purposes to the extent the distribution is paid out of PubCo’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividends will be taxable to a corporate U.S. holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations.

Distributions in excess of such earnings and profits will generally be applied against and reduce the U.S. Holder’s basis in its PubCo Ordinary Shares (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such PubCo Ordinary Shares. Because PubCo does not expect to determine its earnings and profits on the basis of U.S. federal income tax principles, any distribution paid by PubCo will generally be reported as a dividend.

With respect to non-corporate U.S. Holders, dividends will generally be taxed at preferential long-term capital gains rates only if (i) PubCo Ordinary Shares are readily tradable on an established securities market in the United States or (ii) PubCo is eligible for the benefits of an applicable income tax treaty, in each case provided that PubCo is not treated as a PFIC in the taxable year in which the dividend was paid or in any previous year and certain other requirements are met. U.S. Holders should consult their tax advisors regarding the availability of the lower rate for any dividends paid with respect to PubCo Ordinary Shares.

Taxation on the Disposition of PubCo Ordinary Shares

Subject to the PFIC rules discussed below, upon a sale or other taxable disposition of PubCo Ordinary Shares, a U.S. Holder will generally recognize capital gain or loss. The amount of gain or loss recognized will generally be equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in such ordinary shares.

Under tax law currently in effect, long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at a reduced rate of tax. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the ordinary shares exceeds one year. However, it is unclear whether the redemption rights with respect to the BWAQ Ordinary Shares may prevent the holding period of the PubCo Ordinary Shares from commencing prior to the termination of such rights. The deductibility of capital losses is subject to various limitations.

PFIC Considerations

Definition of a PFIC

A foreign (i.e., non-U.S.) corporation will be a PFIC for U.S. federal income tax purposes if at least 75% of its gross income in a taxable year of the foreign corporation, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than certain rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

Pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income, if (1) no predecessor of the foreign corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years.

PFIC Status of BWAQ and PubCo

Although a foreign corporation’s PFIC determination will be made annually, a determination that BWAQ or PubCo is a PFIC will generally continue to apply to subsequent years in which a U.S. Holder continues to hold shares in such entity (including a successor entity), whether or not such entity is a PFIC in those subsequent years. Because, following the Transactions, PubCo will be treated as the successor to BWAQ for U.S. federal income tax purposes, any PubCo Ordinary Shares received in exchange for BWAQ Ordinary Shares in the Transactions may, in the absence of certain elections described below, be treated as stock of a PFIC if BWAQ was treated as a PFIC during the holding period of a U.S. Holder.

Based on the anticipated timing of the Transactions, the anticipated assets and income of the combined company and the application of the start-up exception, neither BWAQ nor PubCo (as the case may be) are currently expected to be treated as a PFIC for the current taxable year ending on December 31, 2023 (the “Current Taxable Year”) or the foreseeable future. However, as further discussed below, the facts on which any determination of PFIC status are based may not be known until the close of each taxable year in question, and, in the case of the Current Taxable Year, until as late as the close of two subsequent taxable years. Additionally, there is uncertainty regarding the application of the start-up exception.

Although BWAQ or PubCo (as the case may be) will likely meet the PFIC income or asset tests for the Current Taxable Year, the start-up exception is expected to apply to prevent such entity from being treated as a PFIC for the Current Taxable Year provided that the combined company does not meet either test in the two years subsequent to the Current Taxable Year. Based on the anticipated timing of the Transactions and the anticipated assets and income of the combined company, PubCo is not expected to meet either test for the year following the Current Taxable Year or the foreseeable future. However, the timing of the Transactions is not certain. If the Transactions are completed later than expected, it is possible that PubCo is treated as a PFIC for the taxable year following the Current Taxable Year, in which case the start-up exception will not apply. Additionally, if the Transactions are completed in the Current Taxable Year, it is possible that the Service takes the position that the start-up exception does not apply to the Current Taxable Year based on the view, consistent with a 2002 Field Service Advisory, that BWAQ was a PFIC for the taxable year

Alternatively, if a U.S. Holder, at the close of its taxable year, owns (or is deemed to own) shares in a PFIC that are treated as marketable shares, the U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the U.S. Holder makes a valid mark-to-market election for such holder’s First PFIC Holding Year, such holder will generally not be subject to the Default PFIC Regime in respect to its ordinary shares as long as such shares continue to be treated as marketable shares. Instead, the U.S. Holder will generally include as ordinary income for each year in its holding period that PubCo or BWAQ is treated as a PFIC the excess, if any, of the fair market value of its ordinary shares at the end of its taxable year over the adjusted basis in its ordinary shares. The U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its PubCo Ordinary Shares over the fair market value of its ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the ordinary shares in a taxable year in which BWAQ or PubCo is treated as a PFIC will be treated as ordinary income. Special tax rules may also apply if a U.S. Holder makes a mark-to-market election for a taxable year after such holder’s First PFIC Holding Year.

The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including the Nasdaq. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect of BWAQ Ordinary Shares or PubCo Ordinary Shares under their particular circumstances.

PubCo Ordinary Shares treated as stock of a PFIC under the Default PFIC Regime (including PubCo Ordinary Shares received in exchange for BWAQ Ordinary Shares that were so treated at the time of the Transactions) will continue to be treated as stock of a PFIC, including in taxable years in which PubCo ceases to be a PFIC, unless the applicable U.S. Holder makes a “purging election” with respect to such shares. Under one type of purging election, the U.S. Holder will be deemed to have sold such shares at their fair market value on the last day of the last year in which BWAQ or PubCo, as applicable, is treated as a PFIC, and any gain recognized on such deemed sale will be treated as an excess distribution, as described above. As a result of this election, the U.S. Holder will have additional basis (to the extent of any gain recognized in the deemed sale) and, solely for purposes of the PFIC rules, a new holding period in such holder’s PubCo Ordinary Shares. U.S. Holders are urged to consult their tax advisors regarding the application of the purging elections rules to their particular circumstances.

If PubCo is a PFIC and, at any time, has a foreign subsidiary that is classified as a PFIC, U.S. Holders would generally be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if PubCo receives a distribution from, or disposes of all or part of PubCo’s interest in, the lower-tier PFIC or the U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. A mark-to-market election generally would not technically be available with respect to such lower-tier PFIC. U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.

A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621(whether or not a QEF or market-to-market election is made) with such U.S. Holder’s U.S. federal income tax return and provide such other information as may be required by the U.S. Treasury Department. The rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of PubCo Ordinary Shares should consult their own tax advisors concerning the application of the PFIC rules to PubCo Ordinary Shares under their particular circumstances.

THE RULES DEALING WITH PFICS ARE VERY COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE. ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE CONSEQUENCES TO THEM OF THE PFIC RULES, INCLUDING, WITHOUT LIMITATION, WHETHER A QEF ELECTION, A MARK-TO-MARKET ELECTION OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF ANY SUCH ELECTION, AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.

Effects to U.S. Holders of Exercising Redemption Rights

Subject to the PFIC rules discussed above, the U.S. federal income tax consequences to a U.S. Holder of BWAQ Ordinary Shares that exercises its redemption rights to receive cash in exchange for all or a portion of such ordinary shares will depend on whether the redemption qualifies as a sale of such shares redeemed under Section 302 of the Code or is treated as a distribution under Section 301 of the Code, as well as on whether such holder has made a timely QEF Election or mark-to-market election (each as discussed above).

It is expected that a redeeming U.S. Holder will generally be treated as selling its ordinary shares. The redemption of ordinary shares will generally qualify as a sale of the ordinary shares that are redeemed if such redemption (i) is “substantially disproportionate” with respect to the redeeming U.S. Holder, (ii) results in a “complete termination” of such U.S. Holder’s interest or (iii) is “not essentially equivalent to a dividend” with respect to such U.S. Holder. These tests are explained more fully below.

For purposes of such tests, a U.S. Holder takes into account not only ordinary shares actually owned by such U.S. Holder, but also ordinary shares that are constructively owned by such U.S. Holder. A redeeming U.S. Holder may constructively own, in addition to ordinary shares owned directly, ordinary shares owned by certain related individuals and entities in which such U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any ordinary shares such U.S. Holder has a right to acquire by exercise of an option, which would generally include shares which could be acquired pursuant to the exercise of the warrants.

The redemption of ordinary shares will generally be “substantially disproportionate” with respect to a redeeming U.S. Holder if the percentage of the respective entity’s outstanding voting shares that such U.S. Holder actually or constructively owns immediately after the redemption is less than 80% of the percentage of the respective entity’s outstanding voting shares that such U.S. Holder actually or constructively owned immediately before the redemption. Prior to the Transactions, the ordinary shares may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of such U.S. Holder’s interest if either (i) all of the ordinary shares actually or constructively owned by such U.S. Holder are redeemed or (ii) all of the ordinary shares actually owned by such U.S. Holder are redeemed and such U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of ordinary shares owned by certain family members and such U.S. Holder does not constructively own any other ordinary shares. The redemption of ordinary shares will not be essentially equivalent to a dividend if it results in a “meaningful reduction” of such U.S. Holder’s proportionate interest in the respective entity. Whether the redemption will result in a meaningful reduction in such U.S. Holder’s proportionate interest will depend on the particular facts and circumstances applicable to it. The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the above tests is satisfied, a redemption will be treated as a distribution under Section 301 of the Code with respect to ordinary shares, and the tax effects will be as described for distributions on PubCo Ordinary Shares under “— Taxation of Dividends and Other Distributions on PubCo Ordinary Shares” above. After the application of those rules, any remaining tax basis a U.S. Holder has in the redeemed ordinary shares will be added to the adjusted tax basis in such holder’s remaining ordinary shares. If there are no remaining ordinary shares, a U.S. Holder should consult its own tax advisors as to the allocation of any remaining basis.

Information Reporting, Backup Withholding and Additional Reporting Requirements.    The information reporting and backup withholding requirements applicable to the sale or other taxable disposition of BWAQ Ordinary Shares, described above in “Material U.S. Federal Income Tax Considerations of the Redemption to the Holders of BWAQ Ordinary Shares — U.S. Holders — Information Reporting and Backup Withholding”, would apply to the Merger to the extent it results in a taxable exchange of BWAQ Ordinary Shares and/or BWAQ Warrants (which would be treated similarly to BWAQ Ordinary Shares for this purpose).

Certain U.S. Holders may be required to file an IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) to report a transfer of property to PubCo or other special reporting requirements with respect to a redemption of ordinary shares. Substantial penalties may be imposed on a U.S. Holder that fails to comply with this reporting requirement and the period of limitations on assessment and collection of U.S. federal income taxes will be extended in the event of a failure to comply. Such holders should consult with their own tax advisors with respect to their reporting requirements.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

PubCo is providing the following selected unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the transactions.

The unaudited pro forma combined balance sheet as of December 31, 2023 gives pro forma effect to the Transactions as if they had been consummated as of that date. The unaudited pro forma combined statements of operations for the twelve months ended December 31, 2023 give pro forma effect to the Transactions as if they had occurred as of the beginning of the earliest period presented. The unaudited pro forma combined balance sheet is presented as of December 31, 2023 and the unaudited pro forma combined statements of operations are presented for the year ended December 31, 2023.

This information should be read together with PubCo’s and BWAQ’s audited financial statements and related notes, “PubCo’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “BWAQ’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined balance sheet as of December 31, 2023 has been prepared using the following:

•        PubCo’s historical audited consolidated balance sheet as of December 31, 2023, as included elsewhere in this proxy statement/prospectus,

•        BWAQ’s historical unaudited condensed balance sheet as of December 31, 2023, as included elsewhere in this proxy statement/prospectus, and,

The unaudited pro forma combined statements of operations for the twelve months ended December 31, 2023 has been prepared using the following:

•        PubCo’s historical audited consolidated statements of operations for the year ended December 31, 2023, as included elsewhere in this proxy statement/prospectus,

•        BWAQ’s historical statements of operations for the year ended June 30, 2023, as included elsewhere in this proxy statement/prospectus, and

•        BWAQ’s historical statements of operations for the six months ended December 31, 2023 and 2022, as included elsewhere in this proxy statement/prospectus.

Description of the Transactions

On August 10, 2023, (“BWAQ”) entered into the Agreement and Plan of Merger (as the same may be amended, restated or supplemented, the “Business Combination 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”), and Fuji Solar Co., Ltd, a Japanese company (“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”).

Pursuant to the Business Combination 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 $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) immediately prior to the closing of the SinCo Acquisition, WAG, Belta and BestToYo (collectively, the “Sellers”) shall hold an aggregate of 41,000,000 PubCo Ordinary Shares,

representing all issued and outstanding share capital of PubCo, and (b) following the consummation of the Pre-Merger Reorganization, BWAQ 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 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 (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 Business Combination 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 Business Combination Agreement or any of the other relevant Transaction Documents (as defined in the Business Combination Agreement) are collectively referred to as “Transactions.”

The board of directors (the “BWAQ Board”) of BWAQ, has unanimously approved (i) the Business Combination Agreement, (ii) each Transaction Document, and (iii) the Transactions.

Consummation of the Transactions (the “Merger Closing”) is subject to the satisfaction or waiver by the respective parties of a number of conditions, including, among other things: (i) the approval of the Business Combination Agreement and the Transactions by BWAQ Shareholders, (ii) the Business Combination Agreement and the Transactions having been approved by the shareholders of PubCo, (iii) this proxy/registration statement having become effective, (iv) PubCo’s application as a foreign private issuer, PubCo’s listing applications and listing applicable of PubCo’s securities to be issued in connection with the Transactions having been approved by Nasdaq, subject only to official notice of issuance thereof, (v) all relevant regulatory approvals necessary to consummate the Transactions having been obtained, (vi) no order, judgment, injunction, decree, writ, stipulation, determination or award having been enacted or promulgated enjoining or prohibiting the consummation of the Transactions; (vii) completion of the Pre-Merger Reorganization, (viii) no Group Company Material Adverse Effect (as defined in the Business Combination Agreement), (ix) PubCo having net tangible assets of no less than $5,000,001 upon the Merger Closing, (x) adoption of an equity incentive plan by PubCo, and (xi) full execution and delivery of the relevant documents related to the Business Combination Agreement and the Transactions. Other conditions to BWAQ’s obligations include, among other things, delivery of the Audited Financial Statements (as defined in the Business Combination Agreement) by the Group Companies to BWAQ. Other conditions to the Group Companies’ and the Shareholders’ obligations include, among other things, (i) having Available Closing Cash (as defined in the Business Combination Agreement) at least $29,500,000 immediately prior to or upon the Merger Closing, and (ii) consummation of the conversions pursuant to the Underwriter’s Consent and the Working Capital Loans Conversion Consent (each as defined in the Business Combination Agreement). The Pre-Merger Reorganization has been completed as of the date of this proxy statement/prospectus.

Accounting for the Transactions

The Transactions will be accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, BWAQ will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on PubCo’s ultimate shareholders expecting to have a majority of the voting power of the combined company, PubCo comprising the ongoing operations of the combined entity, PubCo comprising a majority of the governing body of the combined company, and PubCo’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Transactions will be treated as the equivalent of PubCo issuing share for the net assets of BWAQ, accompanied by a recapitalization. The net assets of BWAQ will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of PubCo.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Transactions, are factually supportable and are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited pro forma combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Transaction.

The unaudited pro forma combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma combined financial information as being indicative of the historical results that would have been achieved had the

companies always been combined or the future results that the combined company will experience. PubCo and BWAQ have not had any historical relationship prior to the Transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

There is no historical activity with respect to PubCo or Merger Sub, accordingly, no adjustments were required with respect to these entities in the pro forma combined financial statements.

In connection with the March 2024 Meeting, 1,059,186 Class A ordinary shares were rendered for redemption.

The unaudited pro forma combined financial information has been prepared assuming two alternative levels of redemption into cash of BWAQ’s ordinary shares:

•        Scenario 1 — Assuming no other BWAQ shareholders exercise their redemption rights, except for 1,059,186 Class A Ordinary Shares were rendered for redemption in connection with March 2024 Meeting, remaining BWAQ shares previously subject to redemption for cash amounting to approximately $30.5 million would be transferred to shareholders’ equity;

Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements are (i) approximately 41,000,000 PubCo Ordinary Shares to be issued to the Sellers, including 13,000,000 Earnout Shares, based on the price of $10.00 per share; (ii) 322,000 ordinary shares to be issued to the underwriter to settle the deferred underwriting fees; (iii) 70,000 ordinary shares to be issued to three independent directors of BWAQ; (iv) 600,000 ordinary shares to be issued to the PIPE Investor, and (v) 421,390 ordinary shares to be forfeited assuming no redemption of ordinary shares and $27,785,800 Transaction Financing occurred on the closing of the Transaction; and

•        Scenario 2 — Assuming 100% of BWAQ shares of 3,837,766 shares, including 1,059,186 shares the redemption rights with respect to which were rendered in connection with the March 2024 Meeting, are redeemed for cash by BWAQ shareholders, cash required at approximately $42.4 million would be paid out in cash.

Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements are (i) approximately 41,000,000 PubCo Ordinary Shares to be issued to the Sellers, including 13,000,000 Earnout Shares, based on the price of $10.00 per share; (ii) 322,000 ordinary shares to be issued to the underwriter to settle the deferred underwriting fees; (iii) 70,000 ordinary shares to be issued to three independent directors of BWAQ; (iv) 600,000 ordinary shares to be issued to the PIPE Investor, and (v) 1,380,000 ordinary shares to be forfeited assuming maximum redemption of ordinary shares and less than $20,000,000 Transaction Financing occurred on the closing of the Transaction.

The pro forma combined financial statements do not take into consideration (i) the Sponsor Earnout Equities to be surrendered to PubCo at the Merger Closing, or (ii) securities to be issued or surrendered to make up for the SPAC Expenses or dilutions caused by certain Transaction Financings.

Upon the completion of the Transactions, assuming, among other things, that except for the redemption of 1,059,186 ordinary shares rendered in connection with the March 2024 Meeting, no Public Shareholder exercises redemption rights (prior to giving effect to any warrant exercises, assuming automatic conversion of rights into ordinary shares), BWAQ Public Shareholders, the BWAQ Initial Shareholders including the Sponsor, the PIPE Investor and other BWAQ Initial Shareholders, and the Sellers and Fuji Solar will own approximately 7.7%, 6.0% and 86.3% of the outstanding shares of PubCo, respectively, with such percentages calculated assuming that the Sellers and their affiliates receive approximately 41,000,000 PubCo Ordinary Shares, derived from the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements.

If 3,837,766 ordinary shares of BWAQ, including 1,059,186 ordinary shares rendered for redemption in connection with the March 2024 Meeting, are ultimately redeemed, BWAQ Public Shareholders, the BWAQ Initial Shareholders including the Sponsor, the PIPE Investor and other BWAQ Initial Shareholders, and the Sellers and Fuji Solar are expected to own approximately 2.1%, 4.3% and 93.6%, respectively, of the PubCo Ordinary Shares. As such, BWAQ shareholders who do not redeem their ordinary shares of BWAQ will experience immediate and material dilution following the consummation of the Transactions.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2023