Business Context and Reporting Period
This Form 6-K filing by TOYO Co., Ltd., a Cayman Islands exempted company, covers the month of April 2026. The report discloses the entry into a material definitive agreement on April 22, 2026.
Key Financial Metrics
The filing does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on the terms of a new equity offering.
Material Changes
The primary material change is the execution of a Sales Agreement with Roth Capital Partners, LLC and H.C. Wainwright & Co., LLC. Under this agreement:
- The Company may offer and sell up to $30,000,000 of its ordinary shares.
- Sales will be conducted as an "at-the-market offering" through the Agents.
- The Agents are entitled to a commission of 3.0% of the gross proceeds.
- The Company will reimburse certain expenses incurred by the Agents.
Guidance, Outlook, and Risks
Use of Proceeds: The Company intends to use net proceeds from the offering for working capital and general corporate purposes.
Regulatory Context: Shares will be sold pursuant to a shelf registration statement on Form F-3 (File No. 333-290952). The filing explicitly states it does not constitute an offer to sell shares in jurisdictions where such an offer would be unlawful.
Risks: The filing notes that the description of the Sales Agreement is qualified by reference to the full text of the agreement filed as Exhibit 10.1.
Investor Verification Checklist
- Verify the full terms of the Sales Agreement in Exhibit 10.1.
- Review the prospectus supplement dated April 22, 2026, for specific offering details.
- Confirm the current market price of TOYO Co., Ltd. ordinary shares to assess the potential dilution impact of the $30 million offering.
- Check subsequent filings for actual sales volumes and proceeds generated under the Sales Agreement.