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 March 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 ☐
Departure
of Director and Principal Officer
On
March 18, 2026, Mr. Junsei Ryu resigned from his position as the Chief Executive Officer, a director of the board of directors (the “Board),
a member of the compensation committee (the “Compensation Committee”) and the nominating and corporate governance
committee (the “Nominating and Corporate Governance Committee”) of TOYO Co., Ltd, a Cayman Islands exempted company
(the “Company”), effective immediately. Mr. Ryu’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 and Principal Officer
On
the same day, the Board passed the resolutions to appoint Mr. Takahiko Onozuka as the Chief Executive Officer, a director, Chairman of
the Board and a member of Compensation Committee and Nominating and Corporate Governance Committee, effective on March 18, 2026. In connection
with the appointment, on March 18, 2026, the Company entered into an employment agreement and an indemnification agreement with Mr. Onozuka.
The terms of the agreements are consistent with the Company’s standard arrangements for its directors and executive officers.
The
following sets forth certain information concerning the past employment history of Mr. Onozuka and his qualifications to serve as our
director:
Mr.
Takahiko Onozuka serves as our Chief Executive Officer, director and Chairman of the Board of Directors. Mr. Onozuka has over
40 years’ experience in international finance, energy infrastructure and decarbonization, where he was involved in project and
structured finance, business origination, risk management, and stakeholder engagement across Asia, Europe, the Middle East, and Africa.
Since September 9, 2025, he served as the general manager of Global Decarbonization Promoting Office of Abalance Corporation, a public
company listed on the Tokyo Stock Exchange. From October 2012 to August 2025, he served as an assistant to the general manager of Sumitomo
Corporation, where he was involved in investment and project development of large-scale Independent Power Producer (IPP) projects, primarily
gas-fired power plants in the Middle East, as well as coal-fired power projects in Indonesia and Vietnam and decarbonization initiatives
for hard-to-abate industries, including steel, cement and aluminum sectors. Mr. Onozuka worked for 28 years at the Export-Import Bank
of Japan, which was reorganized into the Japan Bank for International Cooperation (JBIC), where he was engaged in sovereign and corporate
finance, structured and project finance for overseas infrastructure and resource-related investments in collaboration with Japanese trading
houses, and climate-change policy and renewable energy initiatives.
Mr.
Onozuka holds nationally accredited professional certifications in Japan, including First-Class Bookkeeping Certification, Certified
Energy Manager and Third-Class Electrical Chief Engineer, Mr. Onozuka obtained his bachelor’s degree in law from Waseda University
in Japan.
We
believe Mr. Onozuka is qualified to serve as our director because of his extensive experience in management, finance and the energy industry.
Copies
of form of the employment agreement and form of the indemnification agreement are being furnished as Exhibits 99.1 and 99.2 with this
Report on Form 6-K. The foregoing descriptions of the employment agreement and the indemnification agreement do not purport to be complete
and are subject to, and are qualified in their entirety by, the full text of the employment agreement and the indemnification agreement.
On
March 18, 2026, the Company issued a press release announcing the appointment of new officer and director. A copy of the press release
is attached as Exhibit 99.1 and is incorporated herein by reference.
INCORPORATION
BY REFERENCE
This
Report on Form 6-K is hereby incorporated by reference in the Company’s registration statement on Form F-3 (File No.
333-290952) and Form S-8 (File No. 333-284642) to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Employment Agreement |
| 10.2 |
|
Form of Indemnification Agreement |
| 99.1 |
|
Press release dated March 18, 2026 |
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:
March 25, 2026
Exhibit 99.1
TOYO Co., Ltd Announces Leadership Transition
TOKYO, March 18, 2026 /PRNewswire/ -- TOYO Co., Ltd (Nasdaq: TOYO)
(OTC: TOYWF), (“TOYO” or the “Company”), a solar solution company, today announced a planned leadership
transition and the strengthening of its executive team to support the Company’s next phase of growth.
CEO and Chairman Retirement
The Company announced that Junsei Ryu retired from his role as Chief Executive Officer and Chairman
of the Board effective March 18, 2026. Mr. Ryu plans to continue to serve as an advisor to the Board for a 12-month transition period
to ensure an orderly handover of responsibilities.
“The Board is deeply grateful to Mr. Ryu for his exceptional leadership in taking the Company
public in 2024, driving our expansion into Ethiopia and the U.S., and for his unwavering commitment to our customers, partners, and employees,”
said Alfred “Trey” Hickey, an Independent Director of TOYO. “He has positioned the Company on a strong footing, with a clear strategy
and a robust balance sheet, and we wish him the very best in his retirement.”
Appointment of New CEO and Chairman
Mr. Takahiko Onozuka is appointed as CEO and Chairman of the Board as of March 18, 2026. He
is an accomplished global executive with over 40 years of experience in international finance, energy infrastructure, and decarbonization.
He has strong track record in project and structured finance, business origination, risk management, and stakeholder engagement across
Asia, Europe, the Middle East, and Africa.
Prior to joining the Company, he held senior roles at Japan Bank for International Cooperation
(“JBIC”) and Sumitomo Corporation, leading major cross-border projects in oil and gas, power generation, liquefied natural gas, railways,
and renewable energy. Since September 2025, he has served as General Manager of the Global Decarbonization Promoting Office at Abalance
Corporation, driving key energy transition initiatives.
Mr. Onozuka holds a Bachelor of Laws (LL.B.) from Waseda University, has completed advanced
coursework in physics and engineering at Tokyo Institute of Technology, and holds multiple nationally accredited certifications in energy
management and power systems.
“I am honored to be chosen to lead TOYO at such an exciting moment for the Company and the solar
industry,” said Mr. Onozuka. “Building on the strong foundation the team has created, we will continue to invest in advanced solar technologies
and resilient supply chains, deepen our strategic partnerships, and deliver sustainable, long-term value for our shareholders.”
About TOYO Co., Ltd.
TOYO is a solar solutions company committed to becoming a full-service solar solutions provider
in the global market, integrating upstream production of wafers and silicon, midstream production of solar cells, downstream production
of photovoltaic modules, and potentially other stages of the solar power supply chain. TOYO is well-positioned to produce high-quality
solar cells at a competitive scale and cost.
Forward-Looking Statements
Statements in this press release about future expectations, plans and prospects, as well as
any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of
The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “look forward to,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are
intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results
may differ materially from those indicated by such forward-looking statements as a result of various important factors, including factors
discussed in the section entitled “Risk Factors” in TOYO’s annual report on Form 20-F, as well as discussions of potential risks, uncertainties,
and other important factors in TOYO’s subsequent filings with the U.S. Securities and Exchange Commission. Any forward-looking statements
contained in this press release speak only as of the date hereof. TOYO specifically disclaims any obligation to update any forward-looking
statement, whether due to new information, future events, or otherwise. Readers should not rely upon the information on this page as current
or accurate after its publication date.
Contact Information:
For TOYO Co., Ltd.
IR@toyo-solar.com
Crocker Coulson
Email: crocker.coulson@aummedia.org
Tel: (646) 652-7185
