Core Insights - The article discusses the challenges and unpredictability of financial markets, emphasizing the difficulty in accurately predicting trends and identifying value opportunities [1]. Group 1: Market Analysis - The author highlights the importance of understanding financial history to make informed predictions about market trends [1]. - There is a suggestion that current market conditions are particularly volatile, making it harder for analysts to forecast future movements [1]. Group 2: Investment Perspective - The article reflects a personal viewpoint on the limitations of traditional investment analysis methods in the current economic climate [1]. - It underscores the necessity for investors to remain cautious and critical of their own assumptions when evaluating potential investment opportunities [1].

Core Insights - TOYO Co., Ltd has raised its outlook for shipments, revenues, and net income for 2025, projecting solar cell shipments to reach approximately 4.2-4.4 GW, with revenues expected between $375 million and $400 million [3][12]. Business Highlights for 1H 2025 - Revenues for the first half of 2025 were approximately $139 million, a 0.7% increase from $138.1 million in the same period of the previous year, driven by the new solar cell facility in Ethiopia [5][7]. - The company shipped approximately 1.6 GW of solar cells during the first half of 2025 [7]. - Non-GAAP Adjusted EBITDA for the first half of 2025 was approximately $23 million, down from $33 million in the prior year [9][21]. - Net income attributable to TOYO's shareholders was approximately $4 million for the first half of 2025, compared to $19.6 million for the same period in the prior year [10]. Operational Developments - The new solar cell facility in Ethiopia is operating at full 2 GW capacity and is expected to reach 4 GW by October 2025 [4][7]. - A new solar module facility in the Houston metropolitan area has commenced trial production, aligning with the company's "made-in-USA-for-the-USA" strategy [4][7]. - The company has redirected its Vietnam cell capacity to serve high-growth markets outside the U.S., particularly India and Taiwan [7][12]. Financial Performance - The cost of revenues for the first half of 2025 was approximately $116 million, compared to $111.4 million in the same period of the prior year [6]. - Gross profit margin for the first half of 2025 was 16.6%, down from 19.3% in the prior year, primarily due to rising raw material costs [8]. - Total operating expenses increased by 219.9% to approximately $13 million for the first half of 2025, driven by expenses related to new facilities [8][13]. Future Outlook - The company expects to exceed its previous guidance of 3.5 GW in solar cell shipments for 2025, projecting a total of approximately 4.2-4.4 GW [12]. - Projected net income for the full year 2025 is expected to be between $39 million and $45 million, reflecting continued growth and improving margins [12]. - The company plans to scale up production at its Ethiopian facility while expanding U.S. module capacity as it refines its sourcing strategy [12].

Core Viewpoint - TOYO Co., Ltd has announced the acquisition of the VSUN brand from its sister company, Vietnam Sunergy Joint Stock Company, to streamline operations and enhance shareholder value [1][2] Group 1: Acquisition Details - The acquisition of the VSUN brand will accelerate TOYO's growth and expansion, leveraging VSUN's established customer base and proven technology [2][4] - Since 2018, VSUN has delivered over 8 GW of solar modules to the U.S. market, indicating a strong market presence and customer trust [2][6] - The acquisition did not involve any issuance of new equity by TOYO [3] Group 2: Strategic Benefits - The acquisition is viewed as a catalyst for long-term value creation, combining TOYO's manufacturing strength with VSUN's global reach [5] - TOYO gains immediate access to a well-established customer base, positioning itself to meet increasing demand for U.S. solar panels [6] - The acquisition supports TOYO's strategic expansion into the U.S. market, complementing its existing manufacturing footprint in Vietnam and Ethiopia [6] Group 3: Market Recognition and Performance - VSUN has been recognized as a "Top Performer" by PV Evolution Labs for five consecutive years and has maintained Tier 1 status by BloombergNEF since Q3 2019 [6] - VSUN was awarded "Overall Highest Achiever" in the PV Module Index by the Renewable Energy Test Center for 2024 and 2025 [6] - The brand has also received a Bronze Medal from EcoVadis for its Corporate Social Responsibility and ESG management [6] Group 4: Operational Synergies - TOYO operates one of the largest non-Chinese N-type solar cell manufacturing bases globally, which is expected to enhance operational efficiencies and cost competitiveness through the integration of the VSUN brand [6][7] - The acquisition is anticipated to improve TOYO's revenue base and expand its market presence, particularly in the U.S. utility-scale market [6]

Company Overview - TOYO Co., Ltd is a solar solution company aiming to be a reliable full-service provider in the global market, integrating various stages of the solar power supply chain including upstream production of wafers and silicon, midstream production of solar cells, and downstream production of photovoltaic modules [3] Upcoming Events - TOYO's management team will participate in the H.C. Wainwright 27th Annual Global Investment Conference on September 8, 2025, from 1:00pm to 1:30pm ET at the Lotte New York Palace Hotel in New York City, with opportunities for 1x1 meetings [1] - The company will also be present at the RE+ 2025 event scheduled for September 10th - 11th, 2025, at the Venetian Expo & Caesars Forum in Las Vegas, Nevada, encouraging customers and interested parties to request meetings [2]

Market Overview - The Europe Rice Noodles Market was valued at USD 2.18 Billion in 2024 and is projected to reach USD 3.86 Billion by 2030, with a compound annual growth rate (CAGR) of 9.99% [2][9] - The market is experiencing growth due to a shift towards gluten-free and health-conscious dietary options among European consumers [2] Key Market Drivers - The rising popularity of Asian cuisine is a significant driver for the market, as European consumers increasingly explore global flavors, leading to higher demand for rice noodles in both foodservice and home cooking [4] - The convenience-driven demand, influenced by busy lifestyles and a preference for ready-to-eat products, is further propelling market growth [3] Key Market Challenges - The rice noodles market faces strong competition from traditional wheat-based noodles, which are more familiar and often less expensive, making it difficult for rice noodles to capture a larger market share [5] - Cultural preferences and established consumption habits surrounding wheat-based pasta can hinder the adoption of rice noodles in certain regions [5] Key Market Trends - There is an increasing preference for gluten-free and health-conscious foods, with rice noodles being favored as a naturally gluten-free alternative that aligns with the broader wellness trend in Europe [6] - The demand for organic, clean-label, and minimally processed rice noodle offerings is rising to meet the needs of health-conscious consumers [6] Key Players - Notable companies in the Europe Rice Noodles Market include Thai President Foods Public Company Limited, Nongshim Co., Ltd., Toyo Suisan Kaisha, Ltd., and Nissin Foods Co., Ltd. among others [7] Report Scope - The report segments the Europe Rice Noodles Market by product type, distribution channel, and country [8]

Core Insights - The Rice Noodles Market was valued at USD 6.32 Billion in 2024 and is projected to reach USD 10.43 Billion by 2030, with a compound annual growth rate (CAGR) of 8.71% driven by increasing demand for gluten-free and health-conscious food alternatives [2][11]. Market Drivers - Rising health consciousness and demand for gluten-free products are significantly driving the rice noodles market, as consumers increasingly seek gluten-free dietary options due to awareness of celiac disease and gluten intolerance. In the UK, nearly 15% of households avoid gluten or wheat, contributing to the mainstream acceptance of rice noodles as a health food [4]. - The growing popularity of Asian cuisine, particularly in North America and Europe, is enhancing market penetration for rice noodles [2]. Market Challenges - The rice noodles market faces intense competition from both within the noodle industry and adjacent product categories, leading to pricing pressures and limited differentiation. Price sensitivity in developing economies often results in consumer preference for affordability over premium features [5][6]. Market Trends - There is a surge in demand for organic and clean-label rice noodles, as consumers prioritize transparency in ingredient sourcing and production. The trend towards organic foods is particularly strong in North America, Europe, and Asia, with brands highlighting attributes such as "non-GMO" and "organic-certified" to appeal to health-conscious consumers [7].

Core Insights - The article highlights the expertise of Mandela in cryptocurrency trading and investment since 2017, emphasizing his knowledge in coding, distributed ledger technology, and Web3 [1] Group 1: Expertise and Interests - Mandela has been actively involved in cryptocurrency since 2017, showcasing a strong enthusiasm for trading and investment strategies [1] - He possesses an in-depth understanding of distributed ledger technology and the Web3 technology stack, indicating a comprehensive grasp of the underlying technologies in the crypto space [1] - His interests extend to researching and analyzing cryptocurrency projects, Web3 trends, and security tokens, which reflects a broad engagement with various aspects of the crypto market [1]

Core Insights - TOYO Co., Ltd reported significant financial updates for the fiscal year ended December 31, 2024, including a substantial increase in operating expenses and net income compared to the previous year [1][2][3]. Financial Performance - Operating expenses for 2024 were $13.0 million, a 180.4% increase from $4.7 million in 2023 [2]. - Net income for 2024 reached $40.5 million, up from $9.9 million in 2023, which included a $35.1 million change in fair value of contingent consideration payable for 13 million earnout shares [3]. - Earnings per share (EPS) under US GAAP were $1.09 for 2024, compared to $0.24 in the prior year [3][14]. Shareholder Information - The calculation for earnout shares to be released to initial shareholders is based on an audited net profit of $5.4 million, leading to the expected surrender of 11,287,703 earnout shares [4]. - After the surrender, a total of 35,308,040 ordinary shares will be issued and outstanding [4]. Cash Position - As of December 31, 2024, the company had $17.1 million in cash and restricted cash, a decrease from $19.0 million as of December 31, 2023 [5]. Company Overview - TOYO is positioned as a full-service solar solutions provider, integrating various stages of the solar power supply chain, including the production of wafers, silicon, solar cells, and photovoltaic modules [6].

[EXPLANATORY NOTE](index=5&type=section&id=EXPLANATORY%20NOTE) This section clarifies the business combination involving TOYO, BWAQ, and TOYO Solar, detailing the corporate restructuring and subsequent Nasdaq listing of TOYO's Ordinary Shares - TOYO Co., Ltd. completed a business combination on July 1, 2024, involving multiple entities including Blue World Acquisition Corporation (BWAQ) and Vietnam Sunergy Cell Company Limited (TOYO Solar)[7](index=7&type=chunk) - The business combination included a Pre-Merger Reorganization where TOYO acquired SinCo, and SinCo acquired TOYO Solar, making TOYO Solar a wholly-owned subsidiary of SinCo, which in turn became a wholly-owned subsidiary of TOYO[8](index=8&type=chunk) - BWAQ merged into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of TOYO. Ordinary Shares of TOYO commenced trading on Nasdaq under the symbol **'TOYO'** on July 2, 2024, and Warrants on the OTC Markets[10](index=10&type=chunk) - A PIPE Purchase Agreement was entered into with NOTAM Co., Ltd. for an aggregate purchase price of **$6,000,000** for **600,000 BWAQ Class A Ordinary Shares**, with provisions for additional share issuance based on future stock performance[8](index=8&type=chunk) [CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS](index=6&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section advises readers on the inherent uncertainties and risks associated with forward-looking statements contained in the report, disclaiming any obligation to update them - This report contains forward-looking statements, identifiable by words such as 'may,' 'expect,' 'predict,' 'potential,' 'anticipate,' 'contemplate,' 'believe,' 'estimate,' 'intends,' 'will,' 'would,' and 'continue'[11](index=11&type=chunk) - Readers are cautioned not to place undue reliance on these statements, as actual results may differ materially due to known and unknown risks and uncertainties, many of which are beyond the company's control[12](index=12&type=chunk) - The company undertakes no obligation to publicly update or revise any forward-looking statements to reflect changes in expectations or circumstances[12](index=12&type=chunk) [PART I](index=7&type=section&id=PART%20I) This part provides foundational information about the company, including its identity, key financial data, business operations, and corporate governance [ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS](index=7&type=section&id=ITEM%201.%20IDENTITY%20OF%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20ADVISERS) Identifies TOYO Co., Ltd.'s key personnel and external advisors post-business combination, including directors, senior management, legal counsel, and independent auditors [A. Directors and Senior Management](index=7&type=section&id=A.%20Directors%20and%20Senior%20Management) Provides the business address for all directors and executive officers, with further details referenced in the Form F-4 - The directors and executive officers of the Company post-Business Combination are detailed in the Form F-4, section 'Management of PubCo Following the Transactions'[13](index=13&type=chunk) - The business address for all directors and executive officers is 5F, Tennoz First Tower, 2-2-4, Higashi-Shinagawa, Shinagawa-ku, Tokyo, Japan 140-0002[13](index=13&type=chunk) [B. Adviser](index=8&type=section&id=B.%20Adviser) Identifies Robinson & Cole LLP as the legal counsel for the Company post-Business Combination - Robinson & Cole LLP will serve as counsel to the Company after the Business Combination[14](index=14&type=chunk) [C. Auditors](index=8&type=section&id=C.%20Auditors) Designates Marcum Asia CPAs LLP as the independent auditor for the Company, continuing its role post-Business Combination - Marcum Asia CPAs LLP (formerly Marcum Bernstein & Pinchuk LLP) served as the independent auditor for the Company as of December 31, 2023 and 2022, and will continue in this role post-Business Combination[15](index=15&type=chunk) [ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE](index=8&type=section&id=ITEM%202.%20OFFER%20STATISTICS%20AND%20EXPECTED%20TIMETABLE) This item is not applicable, indicating no specific offer statistics or expected timetable are provided in this report - This item is not applicable to the current report[16](index=16&type=chunk) [ITEM 3. KEY INFORMATION](index=8&type=section&id=ITEM%203.%20KEY%20INFORMATION) Presents key financial and risk information, including pro forma capitalization and indebtedness as of December 31, 2023, and references detailed risk factors [A. [Reserved]](index=8&type=section&id=A.%20%5BReserved%5D) This section is reserved and contains no specific content [B. Capitalization and Indebtedness](index=8&type=section&id=B.%20Capitalization%20and%20Indebtedness) Details the company's pro forma capitalization and indebtedness as of December 31, 2023 Beneficial Ownership of Ordinary Shares (as of July 1, 2024) | As of December 31, 2023 (pro forma) | thousands | |:------------------------------------|:----------| | Cash and cash equivalents | 29,804 | | Total equity | 63,855 | | Debt: | | | Non-current debt | 12,192 | | Current debt | 142,648 | | Total indebtedness | 154,840 | | Total capitalization | 218,695 | [C. Reasons for the Offer and Use of Proceeds](index=8&type=section&id=C.%20Reasons%20for%20the%20Offer%20and%20Use%20of%20Proceeds) This item is not applicable to the current report - This item is not applicable to the current report[17](index=17&type=chunk) [D. Risk Factors](index=8&type=section&id=D.%20Risk%20Factors) Refers to the comprehensive description of the Company's risk factors detailed in the Form F-4 - The risk factors associated with the Company are described in the Form F-4 in the section titled 'Risk Factors,' which is incorporated by reference[18](index=18&type=chunk) [ITEM 4. INFORMATION ON THE COMPANY](index=9&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) Provides an overview of TOYO Co., Ltd.'s history, business operations, organizational structure, and property, plants, and equipment [A. History and Development of the Company](index=9&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Outlines TOYO Co., Ltd.'s incorporation, its role as a consolidating entity, and its principal executive office location - TOYO Co., Ltd. was incorporated on **May 16, 2023**, in the Cayman Islands, specifically for the Business Combination[19](index=19&type=chunk) - The Company has been the consolidating entity for TOYO Solar's financial statements since the Pre-Merger Reorganization[19](index=19&type=chunk) - The Company's principal executive office is located in Tokyo, Japan, and its website is https://www.toyo-solar.com/"[20](index=20&type=chunk) [B. Business Overview](index=9&type=section&id=B.%20Business%20Overview) Describes that all business operations are conducted through TOYO Solar and its subsidiaries, with further details in the Form F-4 - Following the Business Combination, all business operations of the Company are conducted through TOYO Solar and its subsidiaries[21](index=21&type=chunk) - A detailed description of the business is included in the Form F-4 in sections 'Information Related to PubCo' and 'Management's Discussion and Analysis of Financial Condition and Results of Operations of PubCo'[21](index=21&type=chunk) [C. Organizational Structure](index=9&type=section&id=C.%20Organizational%20Structure) Details the organizational structure post-Business Combination, with TOYO Solar and Merger Sub becoming wholly-owned subsidiaries of TOYO - Upon consummation of the Business Combination, TOYO Solar became a wholly-owned subsidiary of TOYO, and Merger Sub (surviving entity of BWAQ merger) became a wholly-owned subsidiary of TOYO[22](index=22&type=chunk) - A diagram depicting the organizational structure is provided, and principal subsidiaries are listed in Exhibit 8.1[22](index=22&type=chunk) [D. Property, Plants and Equipment](index=9&type=section&id=D.%20Property%2C%20Plants%20and%20Equipment) States that TOYO's property, plants, and equipment are held through TOYO Solar, with detailed information in the Form F-4 - TOYO's property, plants, and equipment are held through TOYO Solar[23](index=23&type=chunk) - Information regarding TOYO Solar's property, plants, and equipment is described in the Form F-4 in the section 'Information related to PubCo — Property and equipment, net'[23](index=23&type=chunk) [ITEM 4A. UNRESOLVED STAFF COMMENTS](index=10&type=section&id=ITEM%204A.%20UNRESOLVED%20STAFF%20COMMENTS) Confirms that there are no unresolved staff comments from the SEC regarding the company's filings - There are no unresolved staff comments[25](index=25&type=chunk) [ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS](index=10&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) Directs readers to the Form F-4 for a comprehensive discussion and analysis of the Company's financial condition and results of operations - The discussion and analysis of the Company's financial condition and results of operation are included in the Form F-4, section 'Management's Discussion and Analysis of Financial Condition and Results of Operations of PubCo'[26](index=26&type=chunk) [ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES](index=10&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) Outlines information regarding the Company's directors, senior management, compensation, board practices, and employee details, primarily referencing the Form F-4 [A. Directors and Senior Management](index=10&type=section&id=A.%20Directors%20and%20Senior%20Management) References the Form F-4 for details on directors and executive officers post-Business Combination - Directors and executive officers post-Business Combination are detailed in the Form F-4, section 'Management of PubCo Following the Transactions'[27](index=27&type=chunk) [B. Compensation](index=10&type=section&id=B.%20Compensation) Provides compensation information for directors and executive officers, as detailed in the Form F-4 - Compensation information for directors and executive officers is set forth in the Form F-4, including sections on 'Compensation of Directors and Executive Officers,' 'Employment Agreements and Indemnification Agreements,' and 'Share Incentive Plan'[28](index=28&type=chunk) [C. Board Practices](index=10&type=section&id=C.%20Board%20Practices) Details the Company's board practices, as described in the Form F-4 - Information on the Company's board practices is detailed in the Form F-4, section 'Management of PubCo Following the Transactions'[28](index=28&type=chunk) [D. Employees](index=10&type=section&id=D.%20Employees) Presents information regarding the Company's employees, as set forth in the Form F-4 - Information regarding the Company's employees is set forth in the Form F-4, section 'Information Related to PubCo—Employees'[28](index=28&type=chunk) [E. Share Ownership](index=10&type=section&id=E.%20Share%20Ownership) Refers to Item 7.A of this Report for details on Ordinary Share ownership by directors and executive officers - Ownership of Ordinary Shares by directors and executive officers upon the Business Combination is detailed in Item 7.A of this Report[28](index=28&type=chunk) [ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS](index=10&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) Provides detailed information on beneficial ownership of Ordinary Shares by major shareholders, directors, and executive officers, and references related party transactions [A. Major Shareholders](index=10&type=section&id=A.%20Major%20Shareholders) Details the beneficial ownership of Ordinary Shares by principal shareholders, directors, and executive officers as of July 1, 2024 - Beneficial ownership is calculated based on **46,095,743 Ordinary Shares** issued and outstanding as of July 1, 2024[29](index=29&type=chunk) Beneficial Ownership of Ordinary Shares (as of July 1, 2024) | Name of Beneficial Owner | Ordinary Shares | % of Total Ordinary Shares / Voting Power | |:----------------------------------------------|:----------------|:------------------------------------------| | Principal Shareholders | | | | WWB Corporation and Affiliated Entities | 31,485,066 | 68.3% | | Belta | 10,045,000 | 21.8% | | Directors and Executive Officers | | | | Junsei Ryu | 31,485,066 | 68.3% | | Taewoo Chung | — | — | | Aihua Wang | — | — | | Alfred "Trey" Hickey | 30,000 | * | | Anders Karlsson | — | — | | Hiroyuki Tahara | — | — | | June Han | — | — | | All directors and executive officers as a group (7 individuals) | 31,515,066 | 68.4% | - WWB Corporation, a wholly-owned subsidiary of Abalance Corporation, holds **31,485,066 Ordinary Shares**, representing **68.3%** of total shares. Junsei Ryu, a director, holds the same amount, indicating indirect ownership through affiliated entities[30](index=30&type=chunk) - Belta holds **10,045,000 Ordinary Shares**, representing **21.8%**, and is controlled by Mr. Jianfeng Cai[31](index=31&type=chunk) [B. Related Party Transactions](index=12&type=section&id=B.%20Related%20Party%20Transactions) References the Form F-4 for detailed information on the Company's related party transactions - Information on the Company's related party transactions is detailed in the Form F-4, section 'Certain Relationships and Related Person Transactions — PubCo Relationships and Related Party Transactions'[33](index=33&type=chunk) [C. Interests of Experts and Counsel](index=12&type=section&id=C.%20Interests%20of%20Experts%20and%20Counsel) States that there are no specific interests of experts and counsel to disclose - This section states 'None / Not applicable,' indicating no specific interests of experts and counsel to disclose[33](index=33&type=chunk) [ITEM 8. FINANCIAL INFORMATION](index=13&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) Outlines the availability of consolidated financial statements, information on legal proceedings, and dividend policy, primarily by reference to the Form F-4 [A. Consolidated Statements and Other Financial Information](index=13&type=section&id=A.%20Consolidated%20Statements%20and%20Other%20Financial%20Information) Confirms that consolidated financial statements are filed as part of this Report and detailed in Item 18 - Consolidated financial statements have been filed as part of this Report and are detailed in Item 18 'Financial Statements'[34](index=34&type=chunk) [Legal Proceedings](index=13&type=section&id=Legal%20Proceedings) Refers to the Form F-4 for descriptions of legal or arbitration proceedings - Legal or arbitration proceedings are described in the Form F-4, section 'Information Related to PubCo — Legal Proceedings'[34](index=34&type=chunk) [Dividend Policy](index=13&type=section&id=Dividend%20Policy) Describes the Company's dividend distribution policy, as detailed in the Form F-4 - The Company's policy on dividend distributions is described in the Form F-4, section 'Description of PubCo Securities—Ordinary Shares—Dividends'[35](index=35&type=chunk) [ITEM 9. THE OFFER AND LISTING](index=13&type=section&id=ITEM%209.%20THE%20OFFER%20AND%20LISTING) Details the listing of TOYO's Ordinary Shares on Nasdaq and Warrants on the OTC Markets, with other sub-sections marked as not applicable [A. Offer and Listing Details](index=13&type=section&id=A.%20Offer%20and%20Listing%20Details) Specifies that Ordinary Shares are listed on Nasdaq and Warrants are traded on the OTC Markets - Ordinary Shares are listed on Nasdaq under the symbol **'TOYO'**[36](index=36&type=chunk) - Warrants are traded on the OTC Markets[36](index=36&type=chunk) [B. Plan of Distribution](index=13&type=section&id=B.%20Plan%20of%20Distribution) This item is not applicable to the current report - This item is not applicable to the current report[36](index=36&type=chunk) [C. Markets](index=13&type=section&id=C.%20Markets) Confirms the listing of Ordinary Shares on Nasdaq and Warrants on the OTC Markets - Ordinary Shares are listed on Nasdaq under the symbol **'TOYO'**, and Warrants are traded on the OTC Markets[36](index=36&type=chunk) [D. Selling Shareholders](index=13&type=section&id=D.%20Selling%20Shareholders) This item is not applicable to the current report - This item is not applicable to the current report[36](index=36&type=chunk) [E. Dilution](index=13&type=section&id=E.%20Dilution) This item is not applicable to the current report - This item is not applicable to the current report[37](index=37&type=chunk) [F. Expenses of the Issue](index=13&type=section&id=F.%20Expenses%20of%20the%20Issue) This item is not applicable to the current report - This item is not applicable to the current report[37](index=37&type=chunk) [ITEM 10. ADDITIONAL INFORMATION](index=13&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) Provides additional corporate information, including share capital, governing documents, material contracts, exchange controls, taxation, and the role of experts [A. Share Capital](index=13&type=section&id=A.%20Share%20Capital) Details the Company's authorized and outstanding Ordinary Shares and warrants, including their par value and exercise price - The Company's authorized share capital is **500,000,000 ordinary shares** with a par value of **US$0.0001 per share**[38](index=38&type=chunk) - As of July 1, 2024, **46,095,743 Ordinary Shares** were outstanding and issued[38](index=38&type=chunk) - There are **4,970,012 Warrants** outstanding, each exercisable at **US$11.50 per Ordinary Share**, with **4,252,988** being publicly tradable and registered[39](index=39&type=chunk) [B. Memorandum and Articles of Association](index=14&type=section&id=B.%20Memorandum%20and%20Articles%20of%20Association) Confirms the effectiveness of the Company's amended and restated articles of association and references their description in the Form F-4 - The amended and restated articles of association of the Company ('Company Charter') became effective on **July 1, 2024**, and are filed as part of this Report[40](index=40&type=chunk) - A description of the Company Charter is contained in the Form F-4, section 'Description of PubCo Securities'[40](index=40&type=chunk) [C. Material Contracts](index=14&type=section&id=C.%20Material%20Contracts) Outlines material contracts related to operations and the business combination, including the PIPE Purchase Agreement and Earnout Equities Vesting Agreement - Material contracts relating to TOYO's operations, such as related party borrowing and land lease agreements, are referenced in the Form F-4[41](index=41&type=chunk) - The PIPE Purchase Agreement, amended on **June 26, 2024**, includes provisions for NOTAM Co., Ltd. to purchase additional Ordinary Shares if the average closing price falls below **$10.00 per share** over specified periods (July, July-August, July-September 2024), up to a maximum of **500,000 additional shares**[43](index=43&type=chunk)[44](index=44&type=chunk)[49](index=49&type=chunk) - An Earnout Equities Vesting Agreement, dated **June 29, 2024**, released **1,380,000 Founder Shares** held by the Sponsor from potential surrender or cancellation, allowing their conversion into Ordinary Shares at the Merger Closing[52](index=52&type=chunk)[53](index=53&type=chunk) [D. Exchange Controls](index=15&type=section&id=D.%20Exchange%20Controls) States that Cayman Islands laws impose no governmental restrictions on capital import/export or dividend remittances to non-resident shareholders - There are no governmental laws or regulations in the Cayman Islands that affect the import/export of capital or the remittance of dividends/payments to non-resident holders of Ordinary Shares[54](index=54&type=chunk) - No limitation is imposed by Cayman Islands laws or the Company Charter on the right of non-residents to hold or vote shares[54](index=54&type=chunk) [E. Taxation](index=16&type=section&id=E.%20Taxation) Refers to the Form F-4 for information pertaining to material tax considerations - Information pertaining to tax considerations is set forth in the Form F-4, section 'Material Tax Considerations'[55](index=55&type=chunk) [F. Dividends and Paying Agents](index=16&type=section&id=F.%20Dividends%20and%20Paying%20Agents) Describes the Company's dividend policy as detailed in the Form F-4 and notes the absence of an identified paying agent - The Company's dividend policy is described in the Form F-4, section 'Description of PubCo Securities — Ordinary Shares — Dividends'[56](index=56&type=chunk) - The Company has not identified a paying agent[56](index=56&type=chunk) [G. Statement by Experts](index=16&type=section&id=G.%20Statement%20by%20Experts) Acknowledges reliance on Marcum Asia CPAs LLP for the audited consolidated financial statements incorporated by reference - The consolidated financial statements of TOYO and its subsidiaries, and BWAQ, incorporated by reference, rely on the reports of Marcum Asia CPAs LLP as an independent registered public accounting firm[57](index=57&type=chunk)[58](index=58&type=chunk) [H. Documents on Display](index=16&type=section&id=H.%20Documents%20on%20Display) Explains TOYO's status as a foreign private issuer and its SEC filing requirements, including the Annual Report on Form 20-F - As a 'foreign private issuer,' TOYO is exempt from certain SEC rules (e.g., proxy statements, Section 16 reporting) but is required to file an Annual Report on Form 20-F[59](index=59&type=chunk) - The SEC website (http://www.sec.gov) contains reports and other information filed by the Company[59](index=59&type=chunk) [I. Subsidiary Information](index=16&type=section&id=I.%20Subsidiary%20Information) This item is not applicable to the current report - This item is not applicable to the current report[60](index=60&type=chunk) [ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=16&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) Refers to the Form F-4 for comprehensive disclosures regarding the Company's exposure to quantitative and qualitative market risks - Information on quantitative and qualitative disclosures about market risk is set forth in the Form F-4, section 'Management's Discussion and Analysis of Financial Condition and Results of Operation of PubCo — Quantitative and Qualitative Disclosures about Market Risk'[61](index=61&type=chunk) [ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES](index=16&type=section&id=ITEM%2012.%20DESCRIPTION%20OF%20SECURITIES%20OTHER%20THAN%20EQUITY%20SECURITIES) Provides details on the Company's outstanding warrants, including their exercisability and registration status [Warrants](index=16&type=section&id=Warrants) Details the number of outstanding warrants, their exercise price, and their registration and tradability status - Upon closing of the Business Combination, there were **4,970,012 Warrants** outstanding[62](index=62&type=chunk) - Each whole Warrant is exercisable at **US$11.50 per one Ordinary Share**[62](index=62&type=chunk) - Of the total warrants, **4,252,988** are publicly tradable and registered, while the remainder are registered with contractual lock-ups or not registered, held by Fuji Solar, the Sponsor, and its members[62](index=62&type=chunk) [PART II](index=17&type=section&id=PART%20II) This part of the report is not applicable - This part of the report is not applicable[63](index=63&type=chunk) [PART III](index=17&type=section&id=PART%20III) This part details the Company's financial statements and a comprehensive list of exhibits filed as part of this report [ITEM 17. FINANCIAL STATEMENTS](index=17&type=section&id=ITEM%2017.%20FINANCIAL%20STATEMENTS) Indicates that Item 17, pertaining to financial statements, is not applicable to this filing - This item is not applicable to the current report[63](index=63&type=chunk) [ITEM 18. FINANCIAL STATEMENTS](index=18&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) Incorporates by reference the audited consolidated financial statements of TOYO and BWAQ from the Form F-4 - Audited consolidated financial statements of TOYO and its subsidiaries as of **December 31, 2023 and 2022**, and for the year ended **December 31, 2023**, are incorporated by reference from the Form F-4 (pages F-2 to F-24)[64](index=64&type=chunk) - Unaudited condensed financial statements of BWAQ as of **December 31, 2023**, and audited financial statements as of **June 30, 2023 and 2022**, are incorporated by reference from the Form F-4 (pages F-25 to F-72)[65](index=65&type=chunk) - Unaudited pro forma condensed combined financial information of TOYO and BWAQ is attached as Exhibit 15.1 to this Report[66](index=66&type=chunk) [ITEM 19. EXHIBITS](index=19&type=section&id=ITEM%2019.%20EXHIBITS) Provides a comprehensive list of exhibits filed, including corporate governance documents, warrant agreements, and various business combination contracts - The report includes exhibits such as the Amended and Restated Memorandum and Articles of Association of TOYO (1.1), Specimen Ordinary Share Certificate (2.1), and Warrant Certificate (2.2)[68](index=68&type=chunk) - Key agreements related to the Business Combination are listed, including the Agreement and Plan of Merger and its amendments (4.1-4.4), Shareholder Lock-Up and Support Agreements (3.1-3.4), and the Sponsor Support Agreement (3.5)[68](index=68&type=chunk) - Other significant exhibits include the 2024 Share Incentive Plan (4.5), PIPE Purchase Agreement and its amendment (4.7, 4.11), Earnout Equities Vesting Agreement (4.12), and a list of principal subsidiaries (8.1)[69](index=69&type=chunk) [SIGNATURE](index=21&type=section&id=SIGNATURE) Certifies the report by TOYO Co., Ltd. and is signed by Junsei Ryu, Director and Chief Executive Officer - The report is certified by TOYO Co., Ltd. and signed by **Junsei Ryu**, Director and Chief Executive Officer, on **July 8, 2024**[71](index=71&type=chunk)

Core Viewpoint - TOYO Co., Ltd reported a significant revenue increase of 184% year-over-year for fiscal year 2024, but faced challenges in margins due to U.S. anti-dumping and countervailing duties impacting operations in Vietnam [2][6][8]. FY 2024 Highlights - Revenues for FY 2024 reached $177.0 million, up from $62.4 million in 2023, driven by commercial-scale production and sales to alternate markets [6][8]. - The cost of revenues increased to $155.1 million, a 239% rise from the previous year, aligning with the sales increase [8]. - Gross profit was $21.9 million, with a gross profit margin of 12.4%, down from 26.7% in 2023, due to customer adjustments and reduced capacity utilization [9]. 2H 2024 Highlights - Revenues for the second half of 2024 were $38.9 million, a decrease of 37.7% from $62.4 million in the same period last year, primarily due to customer order delays [4]. - The cost of revenues for 2H 2024 was $43.6 million, a 4.6% decrease from $45.7 million in the prior year [4]. - Net income for the second half was $21.3 million, compared to $11.8 million for the same period last year [7]. Outlook for 2025 - The company anticipates solar cell shipments to reach 3.5 GW in 2025, supported by strong demand and new capacity from the Ethiopian facility [6][14]. - A new 1 GW solar module production facility in Houston, Texas, is expected to commence operations by mid-2025 [3][6]. - Projected net income for 2025 is expected to be $33 million, reflecting improved operational efficiency and market leadership in utility-scale solar installations in the U.S. [14]. Management Comments - The CEO emphasized the strategic shift to non-U.S. markets to mitigate tariff impacts and maintain shipment stability [3][13]. - The operational expansion into Ethiopia is seen as a transformative move for long-term growth, with a fully operational 2 GW solar cell facility [14].