Form SCHEDULE 13G/A TOYO Co., Ltd Filed by: Ryu Junsei
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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TOYO Co., Ltd (Name of Issuer) |
Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G8976D107 (CUSIP Number) |
09/30/2025 (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) |
SCHEDULE 13G
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| CUSIP No. | G8976D107 |
| 1 | Names of Reporting Persons
BestToYo Technology Company Limited | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,373,757.00 | ||||||||
| 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)
27.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Represents (i) 9,623,757 ordinary shares, par value $0.0001 per share (the "Ordinary Shares"), of TOYO Co., Ltd (the "Issuer") directly held by BestToYo Technology Company Limited ("BestToYo"), and (ii) 750,000 Ordinary Shares issued to BestToYo by the Issuer under its 2024 Share Incentive Plan (the "2024 Plan") subject to certain vesting schedules to become vested in August 2027. Holders of unvested Ordinary Shares issued pursuant to the 2024 Plan still have the right to vote such shares. Mr. Junsei Ryu is the sole director of BestToYo and deemed to have voting, dispositive or investment powers over BestToYo.
(2) Based on an aggregate of 37,773,997Ordinary Shares issued and outstanding hereof based on such information as disclosed in the Issuer's registration statement on Form F-3 (File No. 333-290952) initially filed on October 20, 2025, including 1,691,957 unvested Ordinary Shares issued pursuant to the 2024 Plan.
SCHEDULE 13G
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| CUSIP No. | G8976D107 |
| 1 | Names of Reporting Persons
WA Global Corporation | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,153,628.00 | ||||||||
| 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)
40.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (3) Represents 15,153,628 Ordinary Shares directly held by WA Global Corporation ("WAG"). Mr. Junsei Ryu is the sole director of WAG and deemed to have voting, dispositive or investment powers over WAG.
(4) Based on an aggregate of 37,773,997 Ordinary Shares issued and outstanding hereof based on such information as disclosed in the Issuer's registration statement on Form F-3 (File No. 333-290952) initially filed on October 20, 2025, including 1,691,957 unvested Ordinary Shares issued pursuant to the 2024 Plan .
SCHEDULE 13G
|
| CUSIP No. | G8976D107 |
| 1 | Names of Reporting Persons
Junsei Ryu | ||||||||
| 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
JAPAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,527,385.00 | ||||||||
| 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)
67.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (5) Represents (i) 9,623,757 Ordinary Shares held by BestToYo, (ii) 750,000 Ordinary Shares issued to BestToYo by the Issuer under its 2024 Plan, subject to certain vesting schedules which will become vested in August 2027 and (iii) 15,153,628 Ordinary Shares held by WAG. Mr. Ryu also serves as the sole director of BestToYo and WAG, respectively. Holders of unvested Ordinary Shares issued pursuant to the 2024 Plan still have the right to vote such shares.
(6) Based on an aggregate of 37,773,997 Ordinary Shares issued and outstanding hereof based on such information as disclosed in the Issuer's registration statement on Form F-3 (File No. 333-290952) initially filed on October 20, 2025, including 1,691,957 unvested Ordinary Shares issued pursuant to the 2024 Plan.
SCHEDULE 13G
|
| Item 1. | |
| (a) | Name of issuer:
TOYO Co., Ltd |
| (b) | Address of issuer's principal executive offices:
Tennoz First Tower F16, 2-2-4, Higashi-shinagawa, Shinagawa-ku, Tokyo, Japan 140-0002 |
| Item 2. | |
| (a) | Name of person filing:
(1) BestToYo Technology Company Limited
(2) WA Global Corporation
(3) Junsei Ryu |
| (b) | Address or principal business office or, if none, residence:
(1) BestToYo Technology Company Limited: c/o TOYO Co., Ltd, Tennoz First Tower F16, 2-2-4, Higashi shinagawa, Shinagawa-ku, Tokyo, Japan 140-0002
(2) WA Global Corporation: c/o TOYO Co., Ltd, Tennoz First Tower F16, 2-2-4, Higashi-shinagawa, Shinagawa-ku, Tokyo, Japan 140-0002
(3) Junsei Ryu: c/o TOYO Co., Ltd, Tennoz First Tower F16, 2-2-4, Higashi-shinagawa, Shinagawa-ku, Tokyo, Japan 140-0002 |
| (c) | Citizenship:
(1) BestToYo Technology Company Limited: a Cayman Islands exempted company
(2) WA Global Corporation: a Cayman Islands exempted company
(3) Junsei Ryu: Japanese |
| (d) | Title of class of securities:
Ordinary Shares, par value $0.0001 per share |
| (e) | CUSIP No.:
G8976D107 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
(1) BestToYo Technology Company Limited: 10,373,757
(2) WA Global Corporation: 15,153,628
(3) Junsei Ryu: 25,527,385, including (i) 10,373,757 Ordinary Shares held by BestToYo, and (ii) 15,153,628 Ordinary Shares held by WAG. |
| (b) | Percent of class:
(1) BestToYo Technology Company Limited: 27.5%
(2) WA Global Corporation: 40.1%
(3) Junsei Ryu: 67.6% %
|
| (c) | Number of shares as to which the person has:
|
| (i) Sole power to vote or to direct the vote:
(1) BestToYo Technology Company Limited: 10,373,757
(2) WA Global Corporation: 15,153,628
(3) Junsei Ryu: 24,777,385 | |
| (ii) Shared power to vote or to direct the vote:
(1) BestToYo Technology Company Limited: 0
(2) WA Global Corporation: 0
(3) Junsei Ryu: 0 | |
| (iii) Sole power to dispose or to direct the disposition of:
(1) BestToYo Technology Company Limited: 9,623,757
(2) WA Global Corporation: 15,153,628
(3) Junsei Ryu: 24,777,385 | |
| (iv) Shared power to dispose or to direct the disposition of:
(1) BestToYo Technology Company Limited: 0
(2) WA Global Corporation: 0
(3) Junsei Ryu: 0 | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
| |
| 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
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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