エドガーで原本を確認する
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 May 2025
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 ☐
EXPLANATORY NOTE
A copy of the press release of TOYO Co., Ltd (“TOYO”), a Cayman Islands exempted company, published on May 15, 2025 relating to its updated audited financial results of the full fiscal year of 2024 is being furnished as Exhibit 99.1 with this Report on Form 6-K.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 15, 2025 |
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/ Junsei Ryu | |
| Name: | Junsei Ryu | |
| Title: | Director and Chief Executive Officer | |
Date: May 20, 2025
Exhibit 99.1
TOYO Announces Updated Audited Financial Results for the Full Year 2024
TOKYO, May 15, 2025 /PRNewswire/ -- TOYO Co., Ltd (Nasdaq: TOYO) (“TOYO” or the “Company”), a solar solution company, today announced certain updates to its press release issued on April 28, 2025, announcing the Company’s second half and fiscal year ended December 2024 financial results. The Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, was filed with the Securities and Exchange Commission (“SEC”) on May 12, 2025.
The operating expenses, general and administrative expenses, net income, and earnings per share for the fiscal year ended 2024 disclosed in the prior press release are updated and reflected in the audited financial statements as set forth below.
Operating expenses were $13.0 million for 2024 compared to $4.7 million in the prior year, representing an increase of 180.4% year-over-year.
| ● | Selling and marketing expenses were $1.6 million for the fiscal year 2024 compared to $0.02 million in 2023. The increase was primarily due to an increase of approximately $1.2 million in freight and handling expenses and an increase of approximately $0.2 million in sales commissions. |
| ● | General and administrative expenses were $11.4 million for the fiscal year 2024, an increase from $4.6 million in 2023. The increase was primarily attributable to an increase of payroll and welfare expenses of approximately $3.3 million, an increase of audit and consulting expenses of approximately $1.9 million, an increase of approximately $0.6 million in rental expenses, an increase of approximately $0.9 million in depreciation and amortization expenses, and expense of offering cost allocated to contingent consideration payable. |
Net income was $40.5 million for 2024, compared to a net income of $9.9 million in the prior year. Net income in 2024 included a $35.1 million change in fair value of contingent consideration payable for 13 million earnout shares.
Earnings per share under US GAAP, basic and diluted, were $1.09 for 2024 compared to earnings per share, basic and diluted, of $0.24 in the prior year.
Earnout shares to be released to initial shareholders would be calculated based on the Company’s audited net profit of $5.4 million, which excludes changes in fair value of such earnout shares as of December 31, 2024, divided by the benchmark amount of $41 million multiplied by 13 million earnout shares. 11,287,703 earnout shares are expected to be surrendered to and canceled by the Company, resulting in a total of 35,308,040 ordinary shares issued and outstanding immediately after such surrender.
As of December 31, 2024, the Company had $17.1 million in cash and restricted cash in total, compared to $19.0 million as of December 31, 2023.
For more information, investors will be able to obtain copies of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024 at the SEC’ website at www.sec.gov.
About TOYO Co., Ltd.
TOYO is a solar solutions company that is committed to becoming a full-service solar solutions provider in the global market, integrating the 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
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the expected growth of TOYO, the expected order delivery of TOYO, TOYO’s construction plan of manufactures, and strategies of building up an integrated value chain in the U.S. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of TOYO’s management and are not predictions of actual performance.
These statements involve risks, uncertainties, and other factors that may cause actual results, activity levels, performance, or achievements to materially differ from those expressed or implied by these forward-looking statements. Although TOYO believes that it has a reasonable basis for each forward-looking statement contained in this press release, TOYO caution you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there are risks and uncertainties described in the documents filed by TOYO from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
TOYO cannot assure you that the forward-looking statements in this press release will prove to be accurate. These forward-looking statements are subject to several risks and uncertainties, including, among others, the outcome of any potential litigation, government or regulatory proceedings, the sales performance of TOYO, and other risks and uncertainties, including but not limited to those included under the heading “Risk Factors” of the filings of TOYO with the SEC. There may be additional risks that TOYO does not presently know or that TOYO currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The forward-looking statements in this press release represent the views of TOYO as of the date of this press release. Subsequent events and developments may cause those views to change. However, while TOYO may update these forward-looking statements in the future, there is no current intention to do so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of TOYO as of any date subsequent to the date of this press release. Except as may be required by law, TOYO does not undertake any duty to update these forward-looking statements.
Contact Information:
For
TOYO Co., Ltd.
IR@toyo-solar.com
Crocker
Coulson
Email: crocker.coulson@aummedia.org
Tel: (646) 652-7185
TOYO Co., Ltd
CONSOLIDATED BALANCE SHEETS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 13,654,445 | $ | 18,035,405 | ||||
| Restricted cash | 1,878,267 | 82,195 | ||||||
| Accounts receivable, net | 6,913,996 | — | ||||||
| Accounts receivable – related parties | 11,840,648 | — | ||||||
| Prepayments | 392,249 | 149,304 | ||||||
| Prepayments – a related party | — | 24,400,798 | ||||||
| Inventories, net | 19,984,094 | 39,999,992 | ||||||
| Other current assets | 725,130 | 85,702 | ||||||
| Total Current Assets | 55,388,829 | 82,753,396 | ||||||
| Non-current Assets | ||||||||
| Restricted cash, non-current | 1,616,677 | 879,893 | ||||||
| Deferred offering costs | — | 2,084,810 | ||||||
| Long-term prepaid expenses | 7,217,986 | 7,757,193 | ||||||
| Deposits for property and equipment | 9,716,009 | 1,466,878 | ||||||
| Property and equipment, net | 129,039,494 | 142,781,558 | ||||||
| Right of use assets | 36,627,800 | 537,032 | ||||||
| Other non-current assets | 192,905 | 22,250 | ||||||
| Total Non-current Assets | 184,410,871 | 155,529,614 | ||||||
| Total Assets | $ | 239,799,700 | $ | 238,283,010 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Current Liabilities | ||||||||
| Short-term bank borrowings | $ | 16,126,730 | $ | — | ||||
| Accounts payable | 17,629,696 | 37,221,124 | ||||||
| Contract liabilities | 3,635,144 | 530,817 | ||||||
| Contract liabilities – related parties | 20,098,561 | 28,815,934 | ||||||
| Income tax payable | 781,238 | — | ||||||
| Due to related parties | 56,633,373 | 96,867,739 | ||||||
| Other payable and accrued expenses | 3,392,774 | 5,606,763 | ||||||
| Lease liabilities, current | 2,118,900 | 151,260 | ||||||
| Contingent consideration payable (13,000,000 earnout shares subject to surrender and cancel as of December 31, 2024) | 4,617,000 | — | ||||||
| Total Current Liabilities | 125,033,416 | 169,193,637 | ||||||
| Lease liabilities, non-current | 34,327,142 | 372,725 | ||||||
| Long-term bank borrowings | 20,999,733 | 11,819,527 | ||||||
| Total Non-current Liabilities | 55,326,875 | 12,192,252 | ||||||
| Total Liabilities | 180,360,291 | 181,385,889 | ||||||
| Commitments and Contingencies (Note 16) | ||||||||
| Equity | ||||||||
| Ordinary shares (par value $0.0001 per share, 500,000,000 shares authorized, 46,595,743 shares issued, and 33,595,743 shares outstanding (excluding 13,000,000 earnout shares subject to surrender and cancel) as of December 31, 2024 and 41,000,000 shares issued and outstanding as of December 31, 2023, respectively)* | 3,359 | 4,100 | ||||||
| Additional paid-in capital | 14,414,905 | 49,995,900 | ||||||
| Retained earnings | 50,316,486 | 9,702,316 | ||||||
| Accumulated other comprehensive loss | (5,494,790 | ) | (2,805,195 | ) | ||||
| Total TOYO Co., Ltd Shareholders’ Equity | 59,239,960 | 56,897,121 | ||||||
| Non controlling interest | 199,449 | — | ||||||
| Total Equity | 59,439,409 | 56,897,121 | ||||||
| Total Liabilities and Equity | $ | 239,799,700 | $ | 238,283,010 | ||||
The share information is presented on a retroactive basis to reflect the reorganization effected on February 27, 2024 (Note 1).
TOYO Co., Ltd
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| For the Period |
||||||||||||
| from its | ||||||||||||
| inception on | ||||||||||||
| November 8, | ||||||||||||
| For the Year Ended | 2022 through |
|||||||||||
| December 31, | December 31, | |||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Revenues from related parties | $ | 127,271,262 | $ | 61,504,724 | $ | — | ||||||
| Revenues from third parties | 49,685,866 | 872,666 | — | |||||||||
| Revenues | 176,957,128 | 62,377,390 | — | |||||||||
| Cost of revenues – related parties | (95,904,220 | ) | (35,923,151 | ) | — | |||||||
| Cost of revenues – third parties | (59,154,996 | ) | (9,823,709 | ) | — | |||||||
| Cost of revenues | (155,059,216 | ) | (45,740,860 | ) | — | |||||||
| Gross profit | 21,897,912 | 16,636,530 | — | |||||||||
| Operating expenses | ||||||||||||
| Selling and marketing expenses | (1,625,724 | ) | (17,573 | ) | — | |||||||
| General and administrative expenses | (11,412,152 | ) | (4,632,009 | ) | (187,422 | ) | ||||||
| Total operating expenses | (13,037,876 | ) | (4,649,582 | ) | (187,422 | ) | ||||||
| Income (loss) from operations | 8,860,036 | 11,986,948 | (187,422 | ) | ||||||||
| Other income (expenses) | ||||||||||||
| Interest (expenses) income, net | (3,264,646 | ) | (3,261,459 | ) | 583 | |||||||
| Other income, net | 586,167 | 1,163,666 | — | |||||||||
| Changes in fair value of contingent consideration payable | 35,100,000 | — | — | |||||||||
| Total other income (expenses), net | 32,421,521 | (2,097,793 | ) | 583 | ||||||||
| Income (loss) before income taxes | 41,281,557 | 9,889,155 | (186,839 | ) | ||||||||
| Income tax expenses | (781,238 | ) | — | — | ||||||||
| Net income (loss) | $ | 40,500,319 | $ | 9,889,155 | $ | (186,839 | ) | |||||
| Less: net loss attributable to noncontrolling interests | (113,851 | ) | — | — | ||||||||
| Net income (loss) attributable to TOYO Co., Ltd’s shareholders | $ | 40,614,170 | $ | 9,889,155 | $ | (186,839 | ) | |||||
| Other comprehensive (loss) income | ||||||||||||
| Foreign currency translation adjustment | (2,689,595 | ) | (3,200,853 | ) | 395,658 | |||||||
| Comprehensive income | $ | 37,810,724 | $ | 6,688,302 | $ | 208,819 | ||||||
| Less: net loss attributable to noncontrolling interests | (113,851 | ) | — | — | ||||||||
| Comprehensive income attributable to TOYO Co., Ltd’s shareholders | $ | 37,924,575 | $ | 6,688,302 | $ | 208,819 | ||||||
| Weighted average number of ordinary share outstanding– basic and diluted* | 30,751,424 | $ | 41,000,000 | $ | 41,000,000 | |||||||
| Earnings (loss) per share – basic and diluted* | $ | 1.09 | $ | 0.24 | $ | (0.00 | ) | |||||
The shares and per share information are presented on a retroactive basis to reflect the reorganization effected on February 27, 2024 (Note 1).
TOYO Co., Ltd
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| Attributable to TOYO Co., Ltd’s shareholders | ||||||||||||||||||||||||||||
| Retained | Accumulated | |||||||||||||||||||||||||||
| Ordinary shares | Additional | Earnings | other | Non- | ||||||||||||||||||||||||
| Number of | paid-in | (Accumulated | comprehensive | controlling | Total | |||||||||||||||||||||||
| shares* | Amount | capital | deficit) | income (loss) | interest | Amount | ||||||||||||||||||||||
| Balance as of its inception on November 8, 2022 | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
| Capital injection from shareholders | 41,000,000 | 4,100 | 7,635,319 | — | — | — | 7,639,419 | |||||||||||||||||||||
| Net loss | — | — | — | (186,839 | ) | — | — | (186,839 | ) | |||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | 395,658 | — | 395,658 | |||||||||||||||||||||
| Balance as of December 31, 2022 | 41,000,000 | $ | 4,100 | $ | 7,635,319 | $ | (186,839 | ) | $ | 395,658 | $ | — | $ | 7,848,238 | ||||||||||||||
| Capital injection from shareholders | — | — | 42,360,581 | — | — | — | 42,360,581 | |||||||||||||||||||||
| Net loss | — | — | — | 9,889,155 | — | — | 9,889,155 | |||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | (3,200,853 | ) | — | (3,200,853 | ) | |||||||||||||||||||
| Balance as of December 31, 2023 | 41,000,000 | $ | 4,100 | $ | 49,995,900 | $ | 9,702,316 | $ | (2,805,195 | ) | $ | — | $ | 56,897,121 | ||||||||||||||
| Reverse recapitalization | 4,425,743 | 442 | (851,791 | ) | — | — | — | (851,349 | ) | |||||||||||||||||||
| Reclassification of earnout shares | (13,000,000 | ) | (1,300 | ) | (39,715,700 | ) | — | — | — | (39,717,000 | ) | |||||||||||||||||
| Capitalization of offering costs pursuant to reverse recapitalization | — | — | (2,572,889 | ) | — | — | — | (2,572,889 | ) | |||||||||||||||||||
| Issuance of ordinary shares to a private placement investor | 1,100,000 | 110 | 5,999,990 | — | — | — | 6,000,100 | |||||||||||||||||||||
| Capital injection from shareholders | — | — | 10,000 | — | — | — | 10,000 | |||||||||||||||||||||
| Capital injection from shareholders | — | — | 10,000 | — | — | — | 10,000 | |||||||||||||||||||||
| Issuance of ordinary shares to independent directors | 70,000 | 7 | 608,993 | — | — | — | 609,000 | |||||||||||||||||||||
| Asset acquisition by issuing a subsidiary’s shares | — | — | 940,402 | — | — | 313,300 | 1,253,702 | |||||||||||||||||||||
| Net income | — | — | — | 40,614,170 | — | (113,851 | ) | 40,500,319 | ||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | (2,689,595 | ) | — | (2,689,595 | ) | |||||||||||||||||||
| Balance as of December 31, 2024 | 33,595,743 | $ | 3,359 | $ | 14,414,905 | $ | 50,316,486 | $ | (5,494,790 | ) | $ | 199,449 | $ | 59,439,409 | ||||||||||||||
The share information is presented on a retroactive basis to reflect the reorganization effected on February 27, 2024 (Note 1).
TOYO Co., Ltd
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Currency expressed in United States Dollars (“US$”)
| For the Period |
||||||||||||
| from its | ||||||||||||
| inception on | ||||||||||||
| November 8, | ||||||||||||
| For the Year Ended | 2022 through |
|||||||||||
| December 31, | December 31, | |||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income (loss) | 40,500,319 | $ | 9,889,155 | $ | (186,839 | ) | ||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||
| Depreciation of property and equipment | 23,235,143 | 2,607,276 | 16 | |||||||||
| Loss from disposal of property and equipment | — | 13,511 | — | |||||||||
| Amortization of right of use assets | 289,198 | 114,614 | 1,060 | |||||||||
| Loss from early termination of lease agreement | 29,186 | — | — | |||||||||
| Amortization of long-term prepaid expenses | 171,419 | 180,192 | 29,573 | |||||||||
| Share-based compensation | 609,000 | — | — | |||||||||
| Changes in fair value of contingent consideration payable | (35,100,000 | ) | — | — | ||||||||
| Inventory write down | 2,536,668 | — | — | |||||||||
| Expense of offering cost allocated to contingent consideration payable | 359,000 | — | — | |||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | (6,138,919 | ) | — | — | ||||||||
| Accounts receivable – related parties | (11,984,896 | ) | — | — | ||||||||
| Prepayments | (254,223 | ) | (152,023 | ) | — | |||||||
| Prepayments – a related party | 23,635,352 | (24,845,082 | ) | — | ||||||||
| Inventories | 15,882,337 | (40,728,301 | ) | — | ||||||||
| Other current assets | (1,427,492 | ) | (87,263 | ) | — | |||||||
| Long-term prepaid expenses | — | — | (7,984,714 | ) | ||||||||
| Other non-current assets | (171,353 | ) | (22,655 | ) | — | |||||||
| Accounts payable | 3,034,220 | 2,079,725 | 798,471 | |||||||||
| Contract liabilities | 3,183,138 | 540,481 | — | |||||||||
| Contract liabilities – a related party | (7,813,425 | ) | 29,340,608 | — | ||||||||
| Income tax payable | 781,238 | — | — | |||||||||
| Due to related parties | (1,593,064 | ) | 3,267,670 | 1,685,008 | ||||||||
| Other payable and accrued expenses | (2,769,631 | ) | 5,404,730 | 65,983 | ||||||||
| Lease liabilities | (486,475 | ) | (131,655 | ) | 2,639 | |||||||
| Net cash provided by (used in) operating activities | 46,506,740 | (12,529,017 | ) | (5,588,803 | ) | |||||||
| Cash flows from investing activities: | ||||||||||||
| Purchase of property and equipment | (42,501,403 | ) | (114,113,439 | ) | (243,937 | ) | ||||||
| Purchase of property and equipment from a related party | (1,542,768 | ) | (126,272 | ) | — | |||||||
| Net cash used in investing activities | (44,044,171 | ) | (114,239,711 | ) | (243,937 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Capital injection from shareholders | 10,000 | 42,360,581 | 7,639,419 | |||||||||
| Proceeds from private placement | 6,000,100 | — | — | |||||||||
| Proceeds from bank borrowings | 65,663,820 | 12,034,734 | — | |||||||||
| Repayment of bank borrowings | (39,546,161 | ) | — | — | ||||||||
| Proceeds from borrowings from a related party | 5,000,000 | 93,571,624 | — | |||||||||
| Repayment of borrowings to a related party | (38,093,104 | ) | — | — | ||||||||
| Payments of offering costs | (1,124,374 | ) | (1,817,310 | ) | — | |||||||
| Net cash (used in) provided by financing activities | (2,089,719 | ) | 146,149,629 | 7,639,419 | ||||||||
| Effect of exchange rate changes on cash | (2,220,954 | ) | (2,448,856 | ) | 258,769 | |||||||
| Net (decrease) increase in cash | $ | (1,848,104 | ) | $ | 16,932,045 | $ | 2,065,448 | |||||
| Cash and restricted cash at beginning of year | 18,997,493 | 2,065,448 | — | |||||||||
| Cash and restricted cash at end of year | ||||||||||||
| $ | 17,149,389 | $ | 18,997,493 | $ | 2,065,448 | |||||||
| Supplemental cash flow information | ||||||||||||
| Cash paid for interest expense | $ | 3,316,100 | $ | — | $ | — | ||||||
| Cash paid for income tax | $ | — | $ | — | $ | — | ||||||
| Noncash investing and financing activities | ||||||||||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ | 3,636,453 | $ | 473,014 | $ | 186,950 | ||||||
| Payables related to purchase of property and equipment | $ | 819,599 | $ | 34,743,940 | $ | — | ||||||
| Payment of offering costs by a related party | $ | — | $ | 81,025 | $ | — | ||||||
| Accrual of offering costs | $ | — | $ | 892,976 | $ | — | ||||||
| Transfer of equity interest of a subsidiary in exchange for asset acquisition in Solar Texas | $ | 1,253,702 | $ | — | $ | — | ||||||
| Reconciliation of cash and restricted cash to the consolidated balance sheets | ||||||||||||
| Cash | $ | 13,654,445 | $ | 18,035,405 | $ | 2,065,448 | ||||||
| Restricted cash | 1,878,267 | 82,195 | — | |||||||||
| Restricted cash, non-current | 1,616,677 | 879,893 | — | |||||||||
| $ | 17,149,389 | $ | 18,997,493 | $ | 2,065,448 | |||||||