TOYO Co., Ltd (TOYO) deregisters 4.97M warrant shares, refiles on F-3

Rhea-AI Filing Summary

TOYO Co., Ltd filed a post-effective amendment to its Form F-1 to deregister 4,969,296 ordinary shares issuable upon exercise of outstanding warrants. The company states these Warrant Shares are being deregistered because it filed a new Form F-3 (File No. 333-296846) on June 17, 2026 to register the same shares.

Insights

Corporate Finance Counsel

Deregistration shifts registration of warrant shares from an F-1 to an F-3 filing.

This amendment formally removes 4,969,296 ordinary shares that were registered under the earlier Form F-1 (File No. 333-283617), reflecting an administrative transfer of registration to a new Form F-3 (File No. 333-296846) filed on June 17, 2026.

Timing and cash-flow treatment are not disclosed in the excerpt; subsequent filings will show offering mechanics and proceeds if applicable.

Key Figures

Warrant Shares deregistered: 4,969,296 shares Warrant exercise price: $11.5 per share Initial registration: File No. 333-283617 +1 more

4 metrics

Warrant Shares deregistered 4,969,296 shares Ordinary shares issuable upon exercise of outstanding warrants

Warrant exercise price $11.5 per share Exercise price for the outstanding warrants

Initial registration File No. 333-283617 Form F-1 declared effective <date>December 17, 2024</date>

New registration File No. 333-296846 Form F-3 filed on <date>June 17, 2026</date>

Key Terms

post-effective amendment, Form F-1, Form F-3, warrant shares

4 terms

post-effective amendment regulatory

"The Company is filing the Post-Effective Amendment No. 1 to deregister all the unsold securities"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Form F-1 regulatory

"POST-EFFECTIVE AMENDMENT NO. 1 to FORM F-1 REGISTRATION STATEMENT"

A Form F-1 is the document a non-U.S. company files with U.S. regulators when it wants to sell stock or other securities to U.S. investors. It lays out the company’s business, finances, risks and how the offering will work, acting like a product manual and ingredient list so investors can judge what they’re buying. For investors, it’s a key source of verified information used to compare opportunities and assess potential reward and risk.

Form F-3 regulatory

"filed a new registration statement on Form F-3 (File No. 333-296846) on June 17, 2026"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

warrant shares financial

"issuable upon the exercise of Company’s outstanding warrants at an exercise price of $11.5 per share"

Warrant shares are the company stock that can be issued when holders exercise warrants — contracts that give someone the right to buy shares at a set price. Think of a coupon that lets you buy a product later at today’s price; if the market price rises above that set price, the coupon gains value and new shares are created. Investors care because issuing warrant shares can change ownership percentages, raise cash for the company, and offer leveraged upside or extra dilution depending on how the market moves.

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Available on EDGAR 06/22/2026 - 10:13 AM Accepted by SEC EDGAR 06/22/2026 - 10:10 AM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on June 22, 2026

Registration No. 333-283617

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

to

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TOYO Co., Ltd
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

Cayman Islands		3990		Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Tennoz First Tower F16, 2-2-4
Higashi-shinagawa, Shinagawa-ku
Tokyo, Japan 140-0002
Telephone: +81 3-6433-2789
(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
(302) 738-6680

(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 Ave, 20^th Floor
New York, NY 10017
Tel: 212-451-2908

Approximate date of commencement of proposed sale to the public: From time to time on or after the effective date of this registration statement.

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, 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 post-effective amendment filed pursuant to Rule 462(d) 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:  ☐

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.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE – DEREGISTRATION OF SECURITIES

TOYO Co., Ltd (the “Company”), a Cayman Islands exempted company, is filing this post-effective amendment No. 1 (the “Post-Effective Amendment No. 1”) to the registration statement on Form F-1 (File No. 333-283617), as amended or supplemented (the “Initial Registration Statement”), which was declared effective by the Securities and Exchange Commission on December 17, 2024. The Company is filing the Post-Effective Amendment No. 1 to deregister all the unsold securities registered under the Initial Registration Statement, which includes 4,969,296 ordinary shares, par value $0.0001 per share, of the Company (the “Ordinary Shares”), issuable upon the exercise of Company’s outstanding warrants at an exercise price of $11.5 per share (the “Warrant Shares”). These securities are being deregistered because the Company filed a new registration statement on Form F-3 (File No. 333-296846) on June 17, 2026 to cover and register such 4,969,296 Warrant Shares, in lieu of filing a post-effective amendment to the Initial Registration Statement.

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-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Japan, on June 22, 2026.

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

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/ Takahiko Onozuka		Chief Executive Officer, Director and Chairman of the Board		June 22, 2026
Takahiko Onozuka		(Principal Executive Officer)
/s/ Taewoo Chung		Chief Financial Officer and Director		June 22, 2026
Taewoo Chung		(Principal Financial and Accounting Officer)
/s/ Aihua Wang		Chief Technology Officer and Director		June 22, 2026
Aihua Wang
/s/ Alfred “Trey” Hickey		Director		June 22, 2026
Alfred “Trey” Hickey
/s/ Anders Karlsson		Director		June 22, 2026
Anders Karlsson
/s/ Hiroyuki Tahara		Director		June 22, 2026
Hiroyuki Tahara
/s/ June Han		Director		June 22, 2026
June Han

1

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of TOYO Co., Ltd, has signed this registration statement on Form F-1 in the City of Newark, State of Delaware, on June 22, 2026.

	Authorized U.S. Representative
	By:	/s/ Donald J. Puglisi
		Name:	Donald J. Puglisi
		Title:	Managing Director of Puglisi & Associates

2

FAQ

What did TOYO (TOYO) deregister in its post-effective amendment?

TOYO deregistered 4,969,296 ordinary shares issuable upon exercise of outstanding warrants. The amendment states these shares were refiled on June 17, 2026 under a new Form F-3 (File No. 333-296846).

Why did TOYO file a post-effective amendment to its Form F-1?

TOYO filed the amendment to remove unsold securities from the earlier Form F-1. The company then filed a Form F-3 on June 17, 2026 to register those same warrant shares instead.

How many warrant shares were affected and what is the exercise price?

The amendment deregisters 4,969,296 ordinary shares issuable on exercise of warrants at an exercise price of $11.5 per share. These figures are stated verbatim in the filing excerpt.

Does the amendment say whether TOYO will receive proceeds from sales?

The excerpt does not state proceeds treatment. It explains the shares were refiled on Form F-3; any cash-flow details would appear in the Form F-3 prospectus or subsequent filings.

Which registration statements are referenced in the amendment?

The amendment references the Initial Registration Statement: Form F-1 File No. 333-283617 (declared effective December 17, 2024) and the new Form F-3 File No. 333-296846 filed on June 17, 2026.