SecProbe.io

United States securities and exchange commission logo
March 14, 2023
Liang Shi
Chief Executive Officer
Blue World Acquisition Corp
244 Fifth Avenue, Suite B-88
New York, NY 10001
Re:Blue World Acquisition Corp
Form 10-K for the Fiscal Year Ended June 30, 2022
Filed September 16, 2022
File No. 001-41256
Dear Liang Shi:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended June 30, 2022
Business Overview, page 1
1.We note that the SPAC Sponsor is located in Hong Kong, and a majority of your
executive officers and/or directors have significant ties to China.  Please disclose this
prominently in the introduction to the business overview section.  Provide prominent
disclosure about the legal and operational risks associated with being based in China.
Your disclosure should make clear whether these risks could result in a material change in
your operations and/or the value of the securities you are registering for sale or could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
Your disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to data security or anti-monopoly concerns have or may
impact the company’s ability to conduct its business, accept foreign investments, or list on
a U.S. or other foreign exchange. Please disclose the location of your auditor’s

 FirstName LastNameLiang Shi
 Comapany NameBlue World Acquisition Corp
 March 14, 2023 Page 2
 FirstName LastNameLiang Shi
Blue World Acquisition Corp
March 14, 2023
Page 2
headquarters and whether and how the Holding Foreign Companies Accountable Act, as
amended by the Consolidated Appropriations Act, 2023, and related regulations will affect
your company.
2.Please disclose the risks that being based in China poses to investors. In particular,
describe the significant regulatory, liquidity, and enforcement risks with cross-references
to the more detailed discussion of these risks. For example, specifically discuss risks
arising from the legal system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with little
advance notice; and the risk that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of your common stock. Acknowledge any risks that
any actions by the Chinese government to exert more oversight and control over offerings
that are conducted overseas and/or foreign investment in China-based issuers could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
3.Please revise to disclose in the introduction to your Business section that the location of
the sponsor and having a majority of your executive officers and/or directors have
significant ties to China may make you a less attractive partner to a nonChina-based target
company, which may therefore limit the pool of acquisition candidates.
4.Disclose each permission that you are required to obtain from Chinese authorities to
operate and issue securities to foreign investors. State affirmatively whether you have
received all requisite permissions and whether any permissions have been denied. State
whether you may be covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency that is required to approve your operations. Also describe the
consequences to you and your investors if you: (i) do not receive or maintain such
permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
are not required, or (iii) applicable laws, regulations, or interpretations change and you are
required to obtain such permissions or approvals in the future.
5.Provide a clear description of how cash is transferred through your organization. State
whether any transfers, dividends, or distributions have been made to date and quantify the
amounts where applicable.
6.Please include a separate section on enforcement of liabilities addressing the enforcement
risks related to civil liabilities due to your sponsor and some of your officers and directors
being located in China or Hong Kong. For example, revise to discuss more specifically the
limitations on investors being able to effect service of process and enforce civil liabilities
in China, lack of reciprocity and treaties, and cost and time constraints. Also, please
disclose these risks in the business section, which should contain disclosures consistent
with the separate section. Additionally, please identify each officer and director located in

 FirstName LastNameLiang Shi
 Comapany NameBlue World Acquisition Corp
 March 14, 2023 Page 3
 FirstName LastNameLiang Shi
Blue World Acquisition Corp
March 14, 2023
Page 3
China or Hong Kong and disclose that it will be more difficult to enforce liabilities and
enforce judgments on those individuals.
General
7.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
8.Please address specifically any PRC regulations concerning mergers and acquisitions by
foreign investors that your initial business combination transaction may be subject to,
including PRC regulatory reviews, which may impact your ability to complete a business
combination in the prescribed time period. Also address any impact PRC law or regulation
may have on the cash flows associated with the business combination, including
shareholder redemption rights.
9.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your common stock. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
10.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure to explain how this oversight could impact the process of
searching for a target and completing an initial business combination, and to what extent
you believe that you are compliant with the regulations or policies that have been issued
by the CAC to date.

 FirstName LastNameLiang Shi
 Comapany NameBlue World Acquisition Corp
 March 14, 2023 Page 4
 FirstName LastName
Liang Shi
Blue World Acquisition Corp
March 14, 2023
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Joseph Ambrogi at 202-551-4821 or Pam Howell at 202-551-3357 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Arila E. Zhou, Esq.