TOYO

Business Context and Reporting Period

This filing is a Shell Company Report on Form 20-F for TOYO Co., Ltd, a Cayman Islands exempted company. The report covers the event date of July 1, 2024, marking the consummation of a business combination between TOYO, Blue World Acquisition Corporation (BWAQ), and TOYO Solar (Vietnam Sunergy Cell Company Limited). Following the transaction, TOYO Solar became a wholly-owned subsidiary of TOYO, and the company's ordinary shares began trading on the Nasdaq Stock Market under the symbol TOYO on July 2, 2024.

Key Financial Metrics

The filing provides unaudited pro forma combined capitalization data as of December 31, 2023, reflecting the business combination and a Private Investment in Public Equity (PIPE) transaction. Detailed revenue, profit, or cash flow statements for the reporting period are not included in this text but are incorporated by reference from a Form F-4.

Capital Structure as of July 1, 2024:

• Ordinary Shares Outstanding: 46,095,743
• Warrants Outstanding: 4,970,012 (Exercise price: $11.50 per share)
• PIPE Investment: $6,000,000 raised from NOTAM Co., Ltd. for 600,000 shares at $10.00 per share.

Material Changes

The primary material change is the completion of the business combination, transforming TOYO from a shell entity into an operating company focused on solar cell manufacturing through its subsidiary, TOYO Solar. Key structural changes include:

• Merger: BWAQ merged with and into a merger subsidiary of TOYO, with TOYO as the surviving entity.
• Acquisition: TOYO acquired 100% of TOYO Solar via a pre-merger reorganization involving a consideration of no less than $50,000,000.
• Share Conversion: BWAQ securities (units, warrants, rights, and Class B shares) were converted into TOYO ordinary shares and warrants.
• Ownership Concentration: As of July 1, 2024, WWB Corporation and affiliated entities (controlled by Junsei Ryu) beneficially own approximately 68.3% of the outstanding ordinary shares.

Guidance, Outlook, and Risks

Management Commentary and Outlook: The filing does not contain specific financial guidance or revenue forecasts. Management discussion and analysis regarding future prospects are incorporated by reference from the Form F-4. The company operates as a non-accelerated filer and an emerging growth company.

Risks and Contingencies:

• Forward-Looking Statements: The report includes standard cautionary language regarding risks that could cause actual results to differ from expectations, referencing risk factors detailed in the Form F-4.
• Related Party Transactions: Significant related party transactions exist, including the PIPE investment and the Earnout Equities Vesting Agreement which released 1,380,000 founder shares held by the Sponsor from potential surrender.
• PIPE Amendment: A complex amendment to the PIPE agreement allows the investor (NOTAM) to purchase additional shares at a nominal price ($100 total) if the average closing price remains below $10.00 during specific periods in July, August, and September 2024, potentially causing significant dilution.

Investor Verification Checklist

• Debt Levels: Verify the nature and terms of the $142.6 million in current debt, which significantly exceeds cash and equity.
• Dilution Risk: Review the specific triggers and maximum share counts for the NOTAM PIPE Amendment (up to 500,000 additional shares per tranche) if the stock price remains below $10.00.
• Operational Financials: Consult the referenced Form F-4 for actual revenue, profit margins, and cash flow data for TOYO Solar, as this shell report only provides pro forma capitalization.
• Related Party Control: Confirm the extent of control held by Junsei Ryu and WWB Corporation (68.3% ownership) and the implications for minority shareholders.
• Warrant Terms: Verify the exercise price ($11.50) and trading status of the 4.97 million outstanding warrants.