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- F-4 Registration of securities (foreign)
- 3.2 Memorandum and Articles of Association of Pubco In Effect Prior to Closing
- 4.1 Specimen Ordinary Share Certificate of Pubco
- 4.2 Specimen Warrant Certificate of Pubco In Respect of Bwaq Warrants Assumed by Pubco and Converted into a Warrant of Pubco
- 5.1 Opinion of Harney Westwood & Riegels As to Validity of Ordinary Shares of Pubco to Be Issued
- 5.2 Opinion of Cooley LLP As to Validity of Warrants of Pubco to Be Issued
- 8.1 Tax Opinion of Messina Madrid Law Pa
- 10.1 Form of Indemnification Agreement Between Pubco and Each Executive Officer of Pubco
- 10.2 Form of Employment Agreement Between Pubco and Each Executive Officer of Pubco
- 10.3 Form of Director Agreement Between Pubco and Each Director of Pubco
- 10.24 English Translation of the Executed Form of the Sublease Contract for Land with Infrastructure, Dated November 8, 2022, Between TOYO Solar and Duc Anh Construction Joint Stock Company
- 21.1 List of Subsidiaries of Pubco after Merger Closing
- 23.1 Consent of Marcum Asia Cpas LLP, Independent Public Accountant to Vietnam Sunergy Cell Company Limited
- 23.2 Consent of Marcum Asia Cpas LLP, Independent Public Accountant to Blue World Acquisition Corporation
- 23.3 Consent of Cic
- 99.1 Form of Proxy
- 99.2 Code of Business Conduct and Ethics of Pubco
- 99.3 Consent of Taewoo Chung to Be Named As a Director Appointee of Pubco
- 99.4 Consent of Alfred "Trey" Hickey to Be Named As a Director of Pubco
- 99.5 Consent of Anders Karlsson to Be Named As a Director of Pubco
- 99.6 Consent of Hiroyuki Tahara to Be Named As a Director of Pubco
- 99.7 Consent of June Han to Be Named As a Director of Pubco
- 99.8 Consent of Aihua Wang to Be Named As a Director of Pubco
- 99.9 Representation Under Item 8.A.4 of Form 20-F
- EX-FILING FEES Filing Fee Table
- 10 May 24 424B3 Prospectus supplement
- 7 May 24 EFFECT Notice of effectiveness
- 1 May 24 POS AM Prospectus update (post-effective amendment)
- 28 Mar 24 424B3 Prospectus supplement
- 27 Mar 24 EFFECT Notice of effectiveness
- 22 Mar 24 F-4/A Registration of securities (foreign) (amended)
- 19 Mar 24 F-4/A Registration of securities (foreign) (amended)
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8 Mar 24 F-4 Registration of securities (foreign)
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of TOYO Co., Ltd on Form F-4 of our report dated September 15, 2023, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of Vietnam Sunergy Cell Company Limited (“the Company”) as of December 31, 2022 and for the period from November 8, 2022 (inception) through December 31, 2022, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum Asia CPAs LLP | |
Marcum Asia CPAs llp | |
New York, NY | |
March 8, 2024 |
NEW YORK OFFICE • 7 Penn Plaza • Suite 830 • New York, New York • 10001
Phone 646.442.4845 • Fax 646.349.5200 • www.marcumasia.com