Highbridge Capital Management, LLC, a Delaware investment adviser, reports beneficial ownership of 3,692,247 Ordinary Shares of TOYO Co., Ltd, including shares issuable upon exercise of warrants.
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Highbridge Capital Management, LLC, a Delaware investment adviser, reports beneficial ownership of 3,692,247 Ordinary Shares of TOYO Co., Ltd, including shares issuable upon exercise of warrants. This position represents 8.1% of TOYO’s Ordinary Shares outstanding, based on 42,718,948 shares after the referenced offering.
Highbridge has sole voting and dispositive power over these shares. The stake includes 2,753,746 Ordinary Shares issuable upon warrant exercise held by funds it advises. Highbridge Tactical Credit Master Fund, L.P. has rights to dividends or sale proceeds relating to more than 5% of TOYO’s outstanding Ordinary Shares.
Shares beneficially owned3,692,247 Ordinary SharesReported by Highbridge Capital Management, LLC
Ownership percentage8.1%Portion of TOYO Ordinary Shares represented by Highbridge’s position
Shares outstanding baseline42,718,948 Ordinary SharesIssuer’s shares outstanding after offering described in June 25, 2026 prospectus
Shares issuable upon warrants2,753,746 Ordinary SharesOrdinary Shares issuable upon exercise of warrants held by Highbridge Funds
Sole voting power3,692,247 Ordinary SharesShares over which Highbridge reports sole power to vote
Sole dispositive power3,692,247 Ordinary SharesShares over which Highbridge reports sole power to dispose
Key Terms
beneficial owner, Sole Voting Power, Sole Dispositive Power, Schedule 13G, +2 more
6 terms
beneficial ownerregulatory
"beneficial owner of the securities reported herein"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Sole Voting Powerregulatory
"5 | Sole Voting Power 3,692,247.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
Sole Dispositive Powerregulatory
"7 | Sole Dispositive Power 3,692,247.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Schedule 13Gregulatory
"form_type": "SCHEDULE 13G"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Ordinary Shares issuable upon exercise of warrantsfinancial
"Ordinary Shares ... issuable upon exercise of warrants"
investment adviserfinancial
"the investment adviser to certain funds and accounts"
An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of TOYO (TOYO) does Highbridge Capital Management report owning?
Highbridge Capital Management reports beneficial ownership of 8.1% of TOYO Co., Ltd’s Ordinary Shares. This is based on 42,718,948 shares outstanding after an offering described in a June 25, 2026 prospectus supplement.
How many TOYO (TOYO) shares does Highbridge Capital Management report?
Highbridge Capital Management reports 3,692,247 TOYO Ordinary Shares. This total includes 2,753,746 Ordinary Shares issuable upon exercise of warrants held by funds and accounts it advises.
Does Highbridge have sole voting and dispositive power over its TOYO (TOYO) stake?
Yes. Highbridge reports 3,692,247 TOYO shares under sole voting and sole dispositive power, with no shared voting or dispositive power over the Ordinary Shares referenced.
What is the share count used to calculate Highbridge’s 8.1% stake in TOYO (TOYO)?
The 8.1% ownership is calculated using 42,718,948 TOYO Ordinary Shares. This share count reflects the issuer’s reported shares outstanding after completion of an offering described in a June 25, 2026 prospectus.
Which Highbridge fund holds more than 5% of TOYO (TOYO) shares?
The filing states that Highbridge Tactical Credit Master Fund, L.P. has the right to receive, or direct the receipt of, dividends or sale proceeds relating to more than 5% of TOYO’s outstanding Ordinary Shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TOYO Co., Ltd
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G8976D107
(CUSIP Number)
06/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G8976D107
1
Names of Reporting Persons
Highbridge Capital Management, LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,692,247.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,692,247.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,692,247.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Includes 2,753,746 Ordinary Shares (as defined in Item 2(a)) issuable upon exercise of warrants.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
TOYO Co., Ltd
(b)
Address of issuer's principal executive offices:
F16, Tennoz First Tower, 2-2-4, Higashi-Shinagawa, Shinagawa-Ku, Tokyo, Japan, 140-0002
Item 2.
(a)
Name of person filing:
This statement is filed by Highbridge Capital Management, LLC ("Highbridge" or the "Reporting Person"), a Delaware limited liability company and the investment adviser to certain funds and accounts (the "Highbridge Funds"), with respect to the ordinary shares, par value $0.0001 per share ("Ordinary Shares"), of TOYO Co., Ltd, a Cayman Islands exempted company (the "Issuer"), and Ordinary Shares issuable upon exercise of warrants, directly held by the Highbridge Funds;
The filing of this statement should not be construed as an admission that any of the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of the Reporting Person is 390 Madison Avenue, 28th Floor, New York, NY 10017.
(c)
Citizenship:
Highbridge is a Delaware limited liability company.
(d)
Title of class of securities:
Ordinary Shares, par value $0.0001 per share
(e)
CUSIP Number(s):
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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 42,718,948 Ordinary Shares, as reported in the Issuer's Prospectus filed pursuant to 424(b)(5) with the Securities and Exchange Commission on June 25, 2026, after giving effect to the completion of the offering, as described therein, and assumes the exercise of the warrants held by the Highbridge Funds.
(b)
Percent of class:
8.1%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Highbridge Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares reported herein. Highbridge Tactical Credit Master Fund, L.P., a Highbridge Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the outstanding Ordinary Shares.
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:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
