As filed with the Securities and Exchange Commission
on October 20, 2025
Registration No. 333-290952
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
TOYO Co., Ltd
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
N/A |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
Tennoz First Tower 16F, 2-2-4
Higashi-shinagawa, Shinagawa-ku
Tokyo, Japan 140-0002
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue
Suite 204
Newark, Delaware 19711
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Er (Arila) Zhou Esq.
Robinson& Cole LLP
Chrysler East Building
666 Third Avenue, 20th Floor
New York, NY 10017
Tel: (212) 451-2908
Approximate date of commencement of proposed sale
to the public: From time to time after the effective date of the registration statement.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please 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 filed
pursuant to Rule 462(c) 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 registration statement pursuant
to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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. ☐
| † |
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. |
This registration statement shall hereafter
become effective in accordance with the provisions of section 8(a) of the Securities Act of 1933.
EXPLANATORY NOTE
TOYO Co., Ltd is filing this Amendment No. 1 (this
“Amendment No. 1”) to the Registration Statement on Form F-3 (Registration No. 333- 290952), originally filed on October 20,
2025 (the “Registration Statement”), as an exhibit-only filing solely to file the consent letter of the auditor as Exhibit
23.1. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Part II of the Registration Statement,
the signature pages to the Registration Statement, and the exhibits being filed, and is not intended to amend or delete any part of the
Registration Statement except as specifically noted herein.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
Cayman Islands law does not
limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors,
except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime.
Our amended and restated memorandum
and articles of association provide that we shall indemnify each existing or former secretary, director (including alternate director),
and other officer of TOYO (including an investment adviser or an administrator or liquidator) and their personal representatives against:
(a) all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former
secretary or officer in or about the conduct of TOYO’s business or affairs or in the execution or discharge of the existing or former
secretary’s or officer’s duties, powers, authorities or discretions; and (b) without limitation to paragraph (a), all
costs, expenses, losses or liabilities incurred by the existing or former secretary or officer in defending (whether successfully or otherwise)
any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning TOYO or its affairs
in any court or tribunal, whether in the Cayman Islands or elsewhere. No such existing or former secretary or officer, however, shall
be indemnified in respect of any matter arising out of his own actual fraud, willful default or willful neglect.
We have entered into indemnification
agreements with each of our directors and executive officers in connection with the closing of the Business Combination. Under these agreements,
we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection
with claims made by reason of their being a director or officer of TOYO.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing
provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Item 9. Exhibits
| Exhibit No. |
|
Description |
| 1.1* |
|
Form of Underwriting Agreement |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of TOYO, effective on July 1, 2024 (incorporated by reference to Exhibit 3.1 to TOYO’s Post-effective Amendment No.1 to the Registration Statement on Form F-4 (File No. 333-277779), as amended, initially filed with the SEC on May 1, 2024). |
| 4.1 |
|
Form of Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form F-4 (File No. 333-277779), as amended, initially filed with the SEC on March 8, 2024). |
| 4.2* |
|
Form of Warrant |
| 4.3* |
|
Form of Warrant Agreement |
| 4.4* |
|
Form of Unit |
| 4.5* |
|
Form of Unit Agreement |
| 4.6* |
|
Form of Right |
| 4.7* |
|
Form of Right Agreement |
| 4.8# |
|
Form of indenture with respect to senior debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any. |
| 4.9# |
|
Form of indenture with respect to subordinated debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any. |
| 4.10* |
|
Form of debt securities, if any. |
| 5.1# |
|
Opinion of Harney Westwood & Riegels |
| 23.1 |
|
Consent of Marcum Asia CPAs LLP |
| 23.2# |
|
Consent of Harney Westwood & Riegels (included in Exhibit 5.1) |
| 24.1 |
|
Power of Attorney (included on signature page of this registration statement) |
| 25.1** |
|
The Statement of Eligibility on Form T-1 of the Trustee under the Indenture |
| 107# |
|
Filing Fee Table |
| * |
To be filed by amendment or as an exhibit to a
filing with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 and incorporated by reference in connection with
the offering of securities to the extent required for any such offering.
|
| ** |
To be filed, if applicable, pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended. |
| |
|
| # |
Previously filed. |
Item 10 Undertakings
| (a) | The
undersigned registrant hereby undertakes: |
| (1) | To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement. |
| (iii) | To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement. |
provided, however, that paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b).
| (2) | That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| (3) | To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering. |
| (4) | To
file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F
at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by
Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that the registrant includes in the prospectus, by means
of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure
that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing,
a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities
Act of 1933 or Rule 3-19 of Regulation S-K if such financial statements and information are contained in periodic reports filed with
or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement. |
| (5) | That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (i) | Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and |
| (ii) | Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective date. |
| (6) | That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the
undersigned registrant; |
| (iii) | The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (b) | That,
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | The
undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth
the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed
securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters
is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to
set forth the terms of such offering. |
| (d) | Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of
such issue. |
| (e) | The
undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act
under subsection (a) of section 310 of the Trust Indenture Act of 1939, as amended, or the Act, in accordance with the rules and regulations
prescribed by Securities and Exchange Commission under section 305(b)(2) of the Act. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Japan, on 20th day of October, 2025.
| |
TOYO Co., Ltd |
| |
|
| |
By: |
/s/ Junsei Ryu |
| |
Name: |
Junsei Ryu |
| |
Title: |
Chief Executive Officer |
| |
|
(Principal Executive Officer) |
POWER OF ATTORNEY
Each person whose signature
appears below hereby constitutes and appoints Junsei Ryu, his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, in his or her name, place and stead, in any and all capacities (including his capacity as a director
and/or officer of the registrant), to sign any and all amendments and post-effective amendments and supplements to this registration statement,
and including any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the U.S.
Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with
the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Junsei Ryu |
|
Chief Executive Officer, Director and |
|
|
| Junsei Ryu |
|
Chairman of the Board
(Principal Executive Officer) |
|
October 20, 2025 |
| |
|
|
|
|
| /s/ Taewoo Chung |
|
Chief Financial Officer and Director |
|
|
| Taewoo Chung |
|
(Principal Financial and Accounting Officer) |
|
October 20, 2025 |
| |
|
|
|
|
| /s/ Aihua Wang |
|
|
|
|
| Aihua Wang |
|
Chief Technology Officer and Director |
|
October 20, 2025 |
| |
|
|
|
|
| /s/ Alfred “Trey” Hickey |
|
|
|
|
| Alfred “Trey” Hickey |
|
Director |
|
October 20, 2025 |
| |
|
|
|
|
| /s/ Anders Karlsson |
|
|
|
|
| Anders Karlsson |
|
Director |
|
October 20, 2025 |
| |
|
|
|
|
| /s/ Hiroyuki Tahara |
|
|
|
|
| Hiroyuki Tahara |
|
Director |
|
October 20, 2025 |
| |
|
|
|
|
| /s/ June Han |
|
|
|
|
| June Han |
|
Director |
|
October 20, 2025 |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities
Act of 1933, the undersigned, the duly authorized representative in the United States of the Company has signed this Registration
Statement or amendment thereto in Newark, DE, on October 20, 2025.
| |
Authorized U.S. Representative |
| |
|
| |
By: |
/s/ Donald J. Puglisi |
| |
Name: |
Donald J. Puglisi |
| |
Title: |
Managing Director |
| |
|
Puglisi & Associates |
