Material Agreement - Form 425

Item 1.01. Entry into a Material Definitive Agreement.

Amendment to PIPE Purchase Agreement

On June 26, 2024, Blue World Acquisition Corporation, a Cayman Islands exempted company ("BWAQ" or "Blue World"), TOYO Co., Ltd, a Cayman Islands exempted company ("PubCo") and NOTAM Co., Ltd., a Japanese corporation ("NOTAM") entered into an amendment (the "Amendment to BWAQ PIPE Purchase Agreement") to amend a certain share purchase agreement dated March 6, 2024 (as the same may be amended, restated or supplemented, the "BWAQ PIPE Purchase Agreement") to potentially issue additional ordinary shares of PubCo (the "PubCo Ordinary Shares") after the Merger Closing (as defined below) to NOTAM subject to the conditions set forth therein.

Pursuant to the BWAQ PIPE Purchase Agreement, NOTAM agrees to purchase a total of 600,000 Class A ordinary shares, par value $0.0001 per share, of BWAQ (the "NOTAM PIPE Shares"), at a purchase price of $10.00 per share, for an aggregate purchase price of $6,000,000. The Amendment to BWAQ PIPE Purchase Agreement provides that PubCo agrees to, conditioned on the completion of the PIPE Closing (as defined in the BWAQ PIPE Purchase Agreement) and the closing of the Business Combination (the "Merger Closing"), issue additional ordinary shares of PubCo (the "PubCo Ordinary Shares") to NOTAM, on the following terms and conditions:

(i)

In the event that, the average closing price of each PubCo Ordinary Share (the "Closing Price") with respect to all trading days in July 2024 is below $10.00 per share (such average Closing Price, the "First Tranche Average Closing Price"), NOTAM may, following the last trading day in July 2024 (the "First Tranche Cut-off Date"), elect to purchase from PubCo at a total purchase price of $100 such number of PubCo Ordinary Shares ("First NOTAM Tranche Additional Shares") calculated as below:

Number of First NOTAM Tranche Additional Shares = (6,000,000/First Tranche Average Closing Price - 600,000) x Share Held Ratio X.

Shares Held Ratio X = Number of Remaining Converted Shares held by NOTAM as of the First Tranche Cut-off Date /600,000.

Notwithstanding the foregoing, the maximum number of NOTAM First Tranche Additional Shares that NOTAM is entitled to subscribe for under the BWAQ PIPE Purchase Agreement shall not exceed 500,000.

"Remaining Converted Shares" means the remaining the PubCo Ordinary Share acquired by NOTAM upon the conversion of the NOTAM PIPE Shares upon the Merger Closing purchased pursuant to the BWAQ PIPE Purchase Agreement, excluding any other PubCo Ordinary Shares acquired by NOTAM upon and following the Merger Closing, in the open market, from any other parties, or the Additional Shares, if any.

(ii)

In the event that the average Closing Price with respect to all trading days in July 2024 and August 2024 is below $10.00 per share (the "Second Tranche Average Closing Price"), NOTAM may, following the last trading day in August 2024 (the "Second Tranche Cut-off Date"), purchase from PubCo at a total purchase price of $100 such number of PubCo Ordinary Shares ("Second NOTAM Tranche Additional Shares") calculated as below:

Number of Second NOTAM Tranche Additional Shares = (6,000,000/Second NOTAM Tranche Average Closing Price - 600,000 - First NOTAM Tranche Additional Shares) x Share Held Ratio Y.

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