Junsei Ryu Controls 70.2% of TOYO Shares; BestToYo and WAG Holdings Detailed

Rhea-AI Filing Summary

TOYO Co., Ltd. disclosure shows three reporting persons: BestToYo Technology Company Limited, WA Global Corporation and their common director, Junsei Ryu. Together they beneficially own 24,777,385 ordinary shares, representing 70.2% of the outstanding class based on 35,308,040 shares outstanding per the company's Form 20-F, after cancellation of 11,287,703 earnout shares. BestToYo holds 9,623,757 shares (27.3%) and WAG holds 15,153,628 shares (42.9%), with all reported shares held with sole voting and dispositive power. The filing clarifies ownership structure and identifies Mr. Ryu as sole director of both entities and the individual with control over the combined stake.

Positive

• Clear, detailed disclosure of beneficial ownership for each reporting person, including voting and dispositive powers
• Quantified ownership percentages based on the company's Form 20-F after earnout share cancellation, improving transparency

Negative

• Extremely concentrated ownership: combined stake of 70.2% by a single individual limits public float and minority influence
• Potential governance risk due to a single individual serving as sole director of both holding entities that control the company

Insights

Financial Analyst

TL;DR Significant insider concentration: single individual controls a supermajority stake, affecting liquidity and governance dynamics.

The filing documents that Mr. Junsei Ryu, through two Cayman entities, controls 70.2% of TOYO's ordinary shares. For investors, a >70% insider stake is material: it can limit float, reduce free-share liquidity and enable decisive corporate actions without minority approval. The disclosure is clear on sole voting and dispositive power for the reported shares and cites the Form 20-F basis for the outstanding share count after earnout cancellations, which is important for accurate ownership percentages.

Corporate Governance Expert

TL;DR A single individual effectively controls the company, creating concentrated governance risk and limited minority influence.

Mr. Ryu's role as sole director of both BestToYo and WAG and his direct beneficial ownership totaling 24,777,385 shares (70.2%) constitutes de facto control. This concentration raises governance considerations: board independence, related-party transactions oversight and potential entrenchment. The filing appropriately discloses the chain of ownership and reliance on the Form 20-F share count, enabling stakeholders to assess control-related risks.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

TOYO Co., Ltd

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G8976D107

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G8976D107

1

Names of Reporting Persons

BestToYo Technology Company Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 9,623,757.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 9,623,757.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,623,757.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

27.3 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: (1) Represents 9,623,757 ordinary shares, par value $0.0001 per share (the "Ordinary Shares"), of TOYO Co., Ltd (the "Issuer") directly held by BestToYo Technology Company Limited ("BestToYo"). Mr. Junsei Ryu is the sole director of BestToYo and deemed to have voting, dispositive or investment powers over BestToYo. (2) Based on an aggregate of 35,308,040 Ordinary Shares issued and outstanding hereof based on such information as disclosed in the Issuer's annual report on Form 20-F filed on May 12, 2025, giving effect to the cancellation of 11,287,703 earnout shares (See "Item 4.A. - History and Development of the Company - Earnout Shares" of such annual report for more details).

SCHEDULE 13G

CUSIP No. G8976D107

1

Names of Reporting Persons

WA Global Corporation

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 15,153,628.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 15,153,628.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

15,153,628.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

42.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: (3) Represents 15,153,628 Ordinary Shares directly held by WA Global Corporation ("WAG"). Mr. Junsei Ryu is the sole director of WAG and deemed to have voting, dispositive or investment powers over WAG. (4) Based on an aggregate of 35,308,040 Ordinary Shares issued and outstanding hereof based on such information as disclosed in the Issuer's annual report on Form 20-F filed on May 12, 2025, giving effect to the cancellation of 11,287,703 earnout shares (See "Item 4.A. - History and Development of the Company - Earnout Shares" of such annual report for more details).

SCHEDULE 13G

CUSIP No. G8976D107

1

Names of Reporting Persons

Junsei Ryu

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 24,777,385.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 24,777,385.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

24,777,385.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

70.2 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (5) Represents (i) 9,623,757Ordinary Shares held by BestToYo, and (ii) 15,153,628 Ordinary Shares held by WAG. Mr. Ryu also serves as the sole director of BestToYo and WAG, respectively. (6) Based on an aggregate of 35,308,040 Ordinary Shares issued and outstanding hereof based on such information as disclosed in the Issuer's annual report on Form 20-F filed on May 12, 2025, giving effect to the cancellation of 11,287,703 earnout shares (See "Item 4.A. - History and Development of the Company - Earnout Shares" of such annual report for more details).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: TOYO Co., Ltd
(b)	Address of issuer's principal executive offices: Tennoz First Tower F16, 2-2-4, Higashi-shinagawa, Shinagawa-ku, Tokyo, Japan 140-0002
Item 2.
(a)	Name of person filing: (1) BestToYo Technology Company Limited (2) WA Global Corporation (3) Junsei Ryu
(b)	Address or principal business office or, if none, residence: (1) BestToYo Technology Company Limited: c/o TOYO Co., Ltd, Tennoz First Tower F16, 2-2-4, Higashi-shinagawa, Shinagawa-ku, Tokyo, Japan 140-0002 (2) WA Global Corporation: c/o TOYO Co., Ltd, Tennoz First Tower F16, 2-2-4, Higashi-shinagawa, Shinagawa-ku, Tokyo, Japan 140-0002 (3) Junsei Ryu: c/o TOYO Co., Ltd, Tennoz First Tower F16, 2-2-4, Higashi-shinagawa, Shinagawa-ku, Tokyo, Japan 140-0002
(c)	Citizenship: (1) BestToYo Technology Company Limited: a Cayman Islands exempted company (2) WA Global Corporation: a Cayman Islands exempted company (3) Junsei Ryu: Japanese
(d)	Title of class of securities: Ordinary Shares, par value $0.0001 per share
(e)	CUSIP No.: G8976D107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: (1) BestToYo Technology Company Limited: 9,623,757 (2) WA Global Corporation: 15,153,628 (3) Junsei Ryu: 24,777,385, including (i) 9,623,757 Ordinary Shares held by BestToYo, and (ii) 15,153,628 Ordinary Shares held by WAG.
(b)	Percent of class: (1) BestToYo Technology Company Limited: 27.3% (2) WA Global Corporation: 42.9% (3) Junsei Ryu: 70.2%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (1) BestToYo Technology Company Limited: 9,623,757 (2) WA Global Corporation: 15,153,628 (3) Junsei Ryu: 24,777,385
	(ii) Shared power to vote or to direct the vote: (1) BestToYo Technology Company Limited: 0 (2) WA Global Corporation: 0 (3) Junsei Ryu: 0
	(iii) Sole power to dispose or to direct the disposition of: (1) BestToYo Technology Company Limited: 9,623,757 (2) WA Global Corporation: 15,153,628 (3) Junsei Ryu: 24,777,385
	(iv) Shared power to dispose or to direct the disposition of: (1) BestToYo Technology Company Limited: 0 (2) WA Global Corporation: 0 (3) Junsei Ryu: 0
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BestToYo Technology Company Limited

Signature:	/s/ Junsei Ryu
Name/Title:	Junsei Ryu/Director
Date:	08/14/2025

WA Global Corporation

Signature:	/s/ Junsei Ryu
Name/Title:	Junsei Ryu/Director
Date:	08/14/2025

Junsei Ryu

Signature:	/s/ Junsei Ryu
Name/Title:	Junsei Ryu
Date:	08/14/2025

FAQ

How many TOYO (TOYO) ordinary shares are beneficially owned by Junsei Ryu?

Junsei Ryu beneficially owns 24,777,385 ordinary shares, representing 70.2% of the outstanding class per the filing.

What percentage of TOYO does WA Global Corporation hold?

WA Global Corporation directly holds 15,153,628 shares, equal to 42.9% of the ordinary shares.

How many shares does BestToYo Technology Company Limited hold in TOYO?

BestToYo Technology Company Limited holds 9,623,757 ordinary shares, representing 27.3% of the class.

What basis did the filing use to calculate ownership percentages for TOYO?

Percentages are based on 35,308,040 ordinary shares outstanding as disclosed in TOYO's Form 20-F, giving effect to cancellation of earnout shares.

Do the reporting persons have shared voting power over TOYO shares?

No. The filing reports sole voting power and sole dispositive power for the listed share amounts, with 0 shared voting or dispositive power reported.