TOYO elects Cayman practices over Nasdaq board rule

TOYO's exemption covers five Nasdaq rules on annual meetings, proxies, specified securities issuances and board independence.

Accepted by SEC EDGAR 10/30/2026 - 08:15 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

TOYO Co., Ltd reported a director departure and an Audit Committee appointment, both effective November 1, 2026. Anders Karlsson resigned as a director and Audit Committee member; the company said his resignation did not result from disagreement over its operations, policies or practices. June Han, an existing independent director, was appointed to the Audit Committee.

TOYO elected to follow Cayman Islands practices in lieu of five specified Nasdaq governance requirements: rules on annual shareholder meetings, proxy solicitation and statements, shareholder approval for specified securities issuances, a board majority of independent directors, and regularly scheduled meetings attended only by independent directors. Cayman Islands counsel Harney Westwood & Riegels stated that this practice is not prohibited by Cayman Islands law or the company’s amended and restated memorandum and articles of association.

Key Terms

foreign private issuer, home country practice exemption, shareholder approval, memorandum and articles of association

4 terms

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

home country practice exemption regulatory

"home country practice exemption set forth under Nasdaq Marketplace Rule"

shareholder approval regulatory

"circumstances under which shareholder approval is required"

Shareholder approval is a formal vote by a company’s owners—its shareholders—to accept or reject major corporate actions such as mergers, sale of significant assets, board member elections, or changes to the company’s governing rules. It matters to investors because it gives them direct influence over decisions that affect the company’s value and risk profile; think of it like neighbors voting on a large renovation that will change property values, where approval lets the project proceed and rejection stops it.

memorandum and articles of association regulatory

"amended and restated memorandum and articles of association"

Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When do TOYO's director and Audit Committee changes take effect?

Both changes take effect November 1, 2026: Anders Karlsson's resignation as a director and Audit Committee member, and June Han's appointment to the Audit Committee. Han was already an independent director.

Which Nasdaq governance requirements did TOYO elect to replace with Cayman practices?

TOYO elected to follow Cayman Islands practices in lieu of requirements for annual shareholder meetings within one year after fiscal year-end, proxy solicitation and statements, shareholder approval for specified securities issuances, a board majority of independent directors, and regularly scheduled meetings attended only by independent directors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

Commission File Number: 001-42153

TOYO Co., Ltd

Tennoz First Tower, F16

2-2-4, Higashi-Shinagawa, Shinagawa-ku

Tokyo, Japan 140-0002

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒          Form 40-F ☐

EXPLANATORY NOTE

Departure of Director

On September 18, 2026, Mr. Anders Karlsson resigned from his position as a director and a member of the audit committee (the “Audit Committee”) of TOYO Co., Ltd, a Cayman Islands exempted company (the “Company”), effective November 1, 2026. Mr. Karlsson’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Appointment of Director to Audit Committee

On October 30, 2026, the board of directors of the Company appointed Ms. June Han, an existing independent director of the Company, as a member of the Audit Committee, effective November 1, 2026. Ms. Han satisfies the independence requirements under Rule 5605(c)(2) of the Nasdaq Stock Market Rules and meets the criteria for independence set forth in Rule 10A-3 of the Securities Exchange Act of 1934, as amended.

Application of Home Country Practice Rules

As a company incorporated in the Cayman Islands that is listed on the Nasdaq Capital Market (“Nasdaq”), the Company is subject to Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer to follow its home country corporate governance practices in lieu of certain Nasdaq corporate governance requirements. Pursuant to the home country practice exemption set forth under Nasdaq Marketplace Rule 5615(a)(3)(A), the Company elected to be exempted from the following requirements of the Nasdaq Marketplace Rule 5600 Series:

	(i)	Nasdaq Stock Marketplace Rule 5620(a), which provides that (with certain exceptions not relevant to the conclusions expressed herein) each company listing common stock or voting preferred stock, and their equivalents, shall hold an annual meeting of shareholders no later than one year after the end of the company’s fiscal year-end;
	(ii)	Nasdaq Stock Marketplace Rule 5620(b), which provides that (with certain exceptions not relevant to the conclusions expressed herein) each company is required to solicit proxies and provide proxy statements for all shareholder meetings;
	(iii)	Nasdaq Stock Marketplace Rule 5635, which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities in connection with (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings;
	(iv)	Nasdaq Stock Marketplace Rule 5605(b)(1), which provides that a majority of the board of directors must be comprised of independent directors; and
	(v)	Nasdaq Stock Marketplace Rule 5605(b)(2), which provides that independent directors must have regularly scheduled meetings at which only independent directors are present.

The Company’s Cayman Islands counsel, Harney Westwood & Riegels (“Harneys”), has provided a letter, as required by The Nasdaq Stock Market, confirming that the Company’s practice of following the provisions of the laws of the Cayman Islands and its amended and restated memorandum and articles of association adopted by a special resolution passed on 1 March 2024 and effective on 2 July 2024 (the “M&A”) in lieu of the Nasdaq Stock Market Rules noted above is not prohibited under any statutory legal provision of the Cayman Islands or the M&A. A copy of the home country rule exemption letter from Harneys is attached hereto as Exhibit 99.1.

Except for the foregoing, there are no significant differences in the Company’s corporate governance practices from those of U.S. domestic companies under the listing standards of The Nasdaq Stock Market.

INCORPORATION BY REFERENCE

This Report on Form 6-K is hereby incorporated by reference in the Company’s registration statements on Form F-3 (File Nos. 333-290952 and 333-296846) and Form S-8 (File No. 333-284642) to the extent not superseded by documents or reports subsequently filed or furnished.

1

EXHIBIT INDEX

Exhibit No.		Description
99.1		Home Country Exemption Letter

2

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TOYO Co., Ltd
	By:	/s/ Takahiko Onozuka
	Name:	Takahiko Onozuka
	Title:	Director and Chief Executive Officer

Date: October 30, 2026

3

Exhibit 99.1

Harney Westwood & Riegels 14th Floor, Alexandra House 18 Chater Road Central Hong Kong Tel: +852 5806 7800 Fax: +852 5806 7810

29 October 2026

060695.0003

The Nasdaq Stock Market LLC

Listing Qualifications

805 King Farm Blvd.

Rockville, Maryland 20850

United States of America

Dear Sir or Madam

TOYO Co., Ltd (the Company)

We act as legal counsel to the Company for matters of Cayman Islands law only. We have been instructed that the Company would like to follow its home country practice in lieu of the provisions of certain Nasdaq Stock Market Rules.

We understand from the Company’s legal counsel as to matters of United States law that:

1. Nasdaq Stock Market Rule 5620(a) provides that (with certain exceptions not relevant to the conclusions expressed herein) each company listing common stock or voting preferred stock, and their equivalents, shall hold an annual meeting of shareholders no later than one year after the end of the company’s fiscal year-end;

2. Nasdaq Stock Market Rule 5620(b) provides that (with certain exceptions not relevant to the conclusions expressed herein) each company is required to solicit proxies and provide proxy statements for all shareholder meetings;

3. Nasdaq Stock Market Rule 5635 sets forth the circumstances under which shareholder approval is required prior to an issuance of securities in connection with (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings;

4. Nasdaq Stock Market Rule 5605(b)(1) provides that a majority of the board of directors must be comprised of independent directors; and

5. Nasdaq Stock Market Rule 5605(b)(2) provides that independent directors must have regularly scheduled meetings at which only independent directors are present.

The British Virgin Islands is Harneys Hong Kong office's main jurisdiction of practice. Jersey legal services are provided through a referral arrangement with Harneys (Jersey) which
is an independently owned and controlled Jersey law firm. Resident Partners: M Chu | Y Fan | SG Gray | IC Groark | SO Karolczuk | PM Kay | MW Kwok WPT Lee | IN Mann | BP McCosker | R Ng | PJ Sephton Anguilla | Bermuda | British Virgin Islands Cayman Islands | Cyprus | Dubai | Hong Kong | Jersey London | Luxembourg | Shanghai | Singapore harneys.com

Based on the above, we can confirm that the Company’s practice of following the provisions of the laws of the Cayman Islands and its amended and restated memorandum and articles of association adopted by a special resolution passed on 1 March 2024 and effective on 2 July 2024 (the M&A) in lieu of the Nasdaq Stock Market Rules noted above is not prohibited under any statutory legal provision of the Cayman Islands or the M&A.

For the purposes of this opinion, we have examined the Companies Act (Revised) of the Cayman Islands, the M&A, and such other legislation and regulation as we deemed necessary or relevant, as in effect (and published or otherwise generally available) on the date of this opinion.

This opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the Cayman Islands as they are in force and applied by the Cayman Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. Specifically, we have made no independent investigation of the laws of the United States of America or the Nasdaq Stock Market Rules and we have assumed that there is nothing under any other law or regulation that would affect or vary the above statements. We express no opinion as to matters of fact. We express no opinion with respect to the commercial terms of the transactions the subject of this opinion.

This opinion is rendered for your benefit only. It may not be disclosed to or relied on by any other party or for any other purpose.

Yours faithfully

/s/ Harney Westwood & Riegels

Harney Westwood & Riegels

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 HOME COUNTRY EXEMPTION LETTER 12.9 KB