UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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
Commission File Number:
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
TOYO Co., Ltd (“TOYO” or the “Company”), a Cayman Islands exempted company, is furnishing this Form 6-K to provide unaudited interim financial statements for the three months ended March 31, 2026.
A copy of the investor presentation of Company for the conference call held by the Company to discuss results of its first quarter of 2026 held on May 18, 2026, is being furnished as Exhibit 99.3 with this Report on Form 6-K.
A copy of the press release of TOYO, published on May 18, 2026 relating to its financial results of three months ended March 31, 2026 (the “Earnings Release”) is being furnished as Exhibit 99.4 with this Report on Form 6-K. The Company hereby notes that the net loss per share attributable to the Company’s shareholders for the three months ended March 31, 2025, basic and diluted, was $0.07, rather than $0.10 as disclosed in the Earnings Release.
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Company’s registration statement on Form F-3 (File No. 333-290952) and Form S-8 (File No. 333-284642) to the extent not superseded by documents or reports subsequently filed or furnished.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Unaudited Interim Consolidated Financial Statements as of March 31, 2026 and for the Three Months Ended March 31, 2026 and 2025 | |
| 99.2 | Operating and Financial Review and Prospects in Connection with the Unaudited Interim Consolidated Financial Statements for the Three Months Ended March 31, 2026 and 2025 | |
| 99.3 | Investor Presentation dated May 18, 2026 | |
| 99.4 | Press release dated May 18, 2026 | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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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: May 18, 2026
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