TOYO Co., Ltd 6-K, filed May 18, 2026
TOYO Co., Ltd (TOYO)
About this 6-K
TOYO Co., Ltd filed this 6-K on May 18, 2026.
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 $0.10 as disclosed in the Earnings Release.
INCORPORATION BY REFERENCE
This Report on Form 6-K is hereby incorporated by reference in the Company’s registration statement on Form F-3 (File No. 333-290952) and Form S-8 (File No. 333-284642) to the extent not superseded by documents or reports subsequently filed or furnished.
1
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Unaudited Interim Consolidated Financial Statements as of March 31, 2026 and for the Three Months Ended March 31, 2026 and 2025 | |
| 99.2 | Operating and Financial Review and Prospects in Connection with the Unaudited Interim Consolidated Financial Statements for the Three Months Ended March 31, 2026 and 2025 | |
| 99.3 | Investor Presentation dated May 18, 2026 | |
| 99.4 | Press release dated May 18, 2026 | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
2
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TOYO Co., Ltd | ||
| By: | /s/ Takahiko Onozuka | |
| Name: | Takahiko Onozuka | |
| Title: | Director and Chief Executive Officer | |
Date: May 18, 2026
3
Exhibit 99.1
TOYO Co., Ltd
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| March 31, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Accounts receivable – related parties | ||||||||
| Prepayments | ||||||||
| Prepayments – a related party | ||||||||
| Inventories, net | ||||||||
| Other current assets | ||||||||
| Total Current Assets | ||||||||
| Non-current Assets | ||||||||
| Restricted cash, non-current | ||||||||
| Long-term prepaid expenses | ||||||||
| Deposits for property and equipment | ||||||||
| Property and equipment, net | ||||||||
| Right of use assets | ||||||||
| Deferred tax assets | ||||||||
| Other non-current assets | ||||||||
| Total Non-current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Short-term bank borrowings | $ | $ | ||||||
| Accounts payable | ||||||||
| Accounts payable – related parties | ||||||||
| Contract liabilities | ||||||||
| Contract liabilities – related parties | ||||||||
| Income tax payable | ||||||||
| Due to related parties | ||||||||
| Other payable and accrued expenses | ||||||||
| Lease liabilities, current | ||||||||
| Long-term bank borrowings, current portion | ||||||||
| Total Current Liabilities | ||||||||
| Lease liabilities, non-current | ||||||||
| Total Non-current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 16) | ||||||||
| Shareholders’ Equity | ||||||||
| Ordinary shares (par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total Shareholders’ Equity | ||||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
1
TOYO Co., Ltd
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues from related parties | $ | $ | ||||||
| Revenues from third parties | ||||||||
| Revenues | ||||||||
| Cost of revenues – related parties | ( | ) | ( | ) | ||||
| Cost of revenues – third parties | ( | ) | ( | ) | ||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Income (loss) from operations | ( | ) | ||||||
| Other expenses | ||||||||
| Interest expenses, net | ( | ) | ( | ) | ||||
| Other expenses, net | ( | ) | ( | ) | ||||
| Changes in fair value of contingent consideration payable | ( | ) | ||||||
| Total other expenses, net | ( | ) | ( | ) | ||||
| Income (loss) before income taxes | ( | ) | ||||||
| Income tax expenses | ( | ) | ( | ) | ||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Less: net loss attributable to noncontrolling interests | ( | ) | ||||||
| Net income (loss) attributable to TOYO Co., Ltd.’s shareholders | $ | $ | ( | ) | ||||
| Other comprehensive loss | ||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||
| Comprehensive income (loss) | $ | $ | ( | ) | ||||
| Less: net loss attributable to noncontrolling interests | ( | ) | ||||||
| Comprehensive income (loss) attributable to TOYO Co., Ltd.’s shareholders | $ | $ | ( | ) | ||||
| Weighted average number of ordinary share outstanding– basic * | ||||||||
| Earnings (loss) per share – basic * | $ | $ | ( | ) | ||||
| Weighted average number of ordinary share outstanding– diluted * | ||||||||
| Earnings (loss) per share –diluted * | $ | $ | ( | ) | ||||
| * |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
2
TOYO Co., Ltd
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| Attributable to TOYO Co., Ltd.’s shareholders | ||||||||||||||||||||||||||||
| Ordinary shares | Additional | Accumulated other | Non- | |||||||||||||||||||||||||
| Number of shares* | Amount | paid-in capital | Retained Earnings | comprehensive loss | controlling interest | Total Amount | ||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Issuance warrants to a service provider | — | |||||||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Foreign currency translation adjustments | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Share-based compensation to employees | ( | ) | ||||||||||||||||||||||||||
| Share-based compensation to nonemployees | ||||||||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| * |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
3
TOYO Co., Ltd
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Currency expressed in United States Dollars (“US$”)
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by operating activities | $ | $ | ||||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from short-term bank borrowings | ||||||||
| Repayment of short-term bank borrowings | ( | ) | ( | ) | ||||
| Repayment of long-term bank borrowings | ( | ) | ( | ) | ||||
| Proceeds of borrowings from a related party | ||||||||
| Repayment of borrowings to a related party | ( | ) | ||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Effect of exchange rate changes on cash and restricted cash | ( | ) | ||||||
| Net increase (decrease) in cash and restricted cash | ( | ) | ||||||
| Cash and restricted cash at beginning of year | ||||||||
| Cash and restricted cash at end of year | $ | $ | ||||||
| Supplemental cash flow information | ||||||||
| Cash paid for interest expense | $ | $ | ||||||
| Cash paid for income tax | $ | $ | ||||||
| Noncash investing and financing activities | ||||||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ | $ | ||||||
| Payables related to purchase of property and equipment | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
4
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
1. ORGANIZATION AND BUSINESS DESCRIPTION
History of TOYO Co., Ltd
TOYO was incorporated on
As of March 31, 2026, the accompanying unaudited condensed consolidated financial statements reflect the activities of TOYO and each of the following entities:
| Name of Entity | Date of Incorporation | Place of Incorporation | Ownership | Principal Activities | ||||
| Parent company: | ||||||||
| TOYO | ||||||||
| Wholly owned subsidiaries of TOYO | ||||||||
| TOPTOYO Investment Pte. Ltd. (“SinCo”) | ||||||||
| TOYO Solar | ||||||||
| TOYO China Co., Ltd. (“TOYO China”) | ||||||||
| TOYO Holdings LLC (“TOYO USA Holding”) | ||||||||
| TOYO America LLC (“TOYO America”) | ||||||||
| TOYO Solar LLC | ||||||||
| TOYO Solar Texas LLC (formerly named as Solar Plus Technology Texas LLC, “TOYO Texas”) | ||||||||
| TOYO Solar (Singapore) Pte. Ltd. (“TOYO Singapore”) | ||||||||
| TOYO Solar Manufacturing One Member PLC (“TOYO Ethiopia”) | ||||||||
| TOYO Energy LLC (“TOYO Solar PLC”) | ||||||||
| TOYO Solar Clean Energy Company Limited (“TOYO Solar Clean Energy”) |
5
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
1. ORGANIZATION AND BUSINESS DESCRIPTION (cont.)
Reorganization of TOYO
On February 27, 2024,
TOYO completed the reorganization of entities under common control of its then existing shareholders, who collectively owned
On February 23, 2024,
the Company issued
The Company believed that it was appropriate to reflect the reorganization on a retroactive basis as if such structure existed at that time and in accordance with ASC 805-50-45-5, the entities under common control are presented on a combined basis for all periods to which such entities were under common control. The Company has retroactively adjusted all share and per share data for all periods presented. The unaudited condensed consolidated financial statements are prepared on the basis as if the reorganization became effective as of the beginning of the first year presented in the unaudited condensed consolidated financial statements.
History of Blue World Acquisition Corporation (“BWAQ”)
BWAQ is a blank check company incorporated as a Cayman Islands exempted company on July 19, 2021, and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The registration statement for BWAQ’s Initial Public Offering (“Initial Public Offering”) was declared effective on January 31, 2022.
As a part of Business Combination, BWAQ merged with and into TOYOone Limited, a Cayman Islands exempted company and wholly-owned subsidiary of TOYO (“Merger Sub”), with Merger Sub continuing as the surviving company.
On December 31, 2024, Merger Sub was struck from the Registrar of Companies of the Cayman Islands and dissolved accordingly. Merger Sub was a holding company. The management believed the disposal of Merger Sub does not represent a strategic shift, in both operating and financing aspects, because it is not changing the way it is running its business. The Company has not shifted the nature of its operations or the major geographic market area. The management believed the deconsolidation of Merger Sub does not represent a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. The dissolution is not accounted for as discontinued operations in accordance with ASC 205-20.
Business Combination with a SPAC
On August 10, 2023, BWAQ entered into the Agreement and Plan of Merger (the “Business Combination Agreement”) with TOYO, Merger Sub, SinCo, and TOYO Solar (together with TOYO, Merger Sub and SinCo, the “Group Companies”, or each individually, a “Group Company”), VSun Joint Venture Stock Company (“VSUN”), and Fuji Solar Co., Ltd, a Japanese company (“Fuji Solar”, together with VSUN, the “Shareholders”, or individually, a “Shareholder”).
6
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
1. ORGANIZATION AND BUSINESS DESCRIPTION (cont.)
Business Combination with a SPAC (cont.)
Pursuant to the Business
Combination Agreement, (a) the Group Companies, VSUN and Fuji Solar shall consummate a series of transactions involving the Group
Companies, including (A) TOYO (“PubCo”) acquiring one hundred percent (
Among the
| a. | Following
the closing of Business Combination, if the net profit, excluding changes in fair value of Earnout Shares, of PubCo for the fiscal year
ending December 31, 2024 as shown on the audited financial statements of PubCo for the fiscal year ending December 31, 2024 (such net
profit, the “2024 Audited Net Profit”) is no less than $ |
| b. | If
the 2024 Audited Net Profit is less than $ |
The Business Combination was consummated on July 1, 2024. Following the consummation of the Business Combination, the ordinary shares of TOYO commenced trading on the Nasdaq Stock Market on July 2, 2024, under the symbol “TOYO.”
7
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
1. ORGANIZATION AND BUSINESS DESCRIPTION (cont.)
Business Combination with a SPAC (cont.)
Upon closing of the Business
Combination, each Class A ordinary share of BWAQ was cancelled in exchange for the right to receive
After giving effect to the
Business Combination and the issuance of the ordinary shares described above, there were
The reverse recapitalization is equivalent to the issuance of securities by the Company for the net monetary assets of BWAQ, accompanied by a recapitalization. The Company debited equity for the fair value of the net liabilities of BWAQ. In the subsequent financial statements after the Business Combination, the amounts of assets and liabilities for the period before the reverse recapitalization in financial statements are presented as the Company’s and recognized and measured at their pre-combination carrying amounts.
On May 14, 2025, based on the 2024 Audited Net Profit which was reported
in the Company’s Annual Report on Form 20-F for the year ended December 31, 2024,
filed on May 12, 2025 (the “Form 20-F”), which excludes changes in the fair value of Earnout Shares, the Company released
an aggregate of
8
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation
The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Security and Exchange Commission and accounting principles generally accepted in the United States of America (“U.S. GAAP’’) for interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in conformity with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025.
In the opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which are necessary for a fair presentation of financial results for the interim periods presented. The Company believes that the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Company’s consolidated financial statements for the year ended December 31, 2025. The results of income for the three months ended March 31, 2026 are not necessarily indicative of the results for the full year.
Foreign currency translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing on the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates on the date of the balance sheet.
The reporting currency of the Company is U.S. dollars (“USD” or “$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in USD.
In general, assets and liabilities of the Company whose functional currency is not the USD, are translated into USD, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of the Company is recorded as a separate component of accumulated other comprehensive income within the statement of shareholders’ equity.
Translation of amounts from Vietnam Dong (“VND”) and Renminbi (“RMB”) into USD has been made at the following exchange rates for the respective periods:
| March 31, 2026 | December 31, 2025 | |||||||
| VND exchange rate for balance sheet items, except for equity accounts | ||||||||
| RMB exchange rate for balance sheet items, except for equity accounts | ||||||||
9
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Foreign currency translation (cont.)
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| VND exchange rate for items in the statement of operations and comprehensive income, and statement of cash flows | ||||||||
| RMB exchange rate for items in the statement of operations and comprehensive income, and statement of cash flows | ||||||||
No representation is made that the VND and RMB amounts could have been, or could be, converted into USD at the rates used in translation.
Accounts receivable, net
Accounts receivables are recorded at the gross amount less an allowance for expected credit losses and do not bear interest.
The management maintains an allowance for credit losses and records the allowance for credit losses as an offset to accounts receivable and the estimated credit losses charged to the allowance is classified as “general and administrative expenses” in the unaudited condensed consolidated statements of operations and comprehensive income. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the balances, credit quality of the Company’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. As of March 31, 2026 and December 31, 2025, the Company did not record allowance for expected credit losses.
Inventories, net
Inventories are stated at
the lower of cost or net realizable value. Cost of inventories is determined using the moving weighted average cost method. Adjustments
are recorded to write down the cost of inventories to the estimated net realizable value due to damaged and slow-moving goods, which is
dependent upon factors such as historical and forecasted consumer demand, and specific customer requirements. The Company takes ownership,
risks, and rewards of the products. Write downs are recorded in “cost of revenues” in the unaudited condensed consolidated
statements of operations and comprehensive income. For the three months ended March 31, 2026 and 2025, the Company provided inventory
provision of $
10
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Revenue recognition
The Company adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) since its setup. In accordance with ASC 606, revenue is recognized when the control of the promised goods or services is transferred to the customers, and the performance obligations under the contract have been satisfied, in an amount that reflects the consideration expected to be entitled to in exchange for those goods or services (excluding sales taxes collected on behalf of government authorities). The Company’s revenue contracts generally do not include a right of return in relation to the delivered products or services.
The Company determines revenue recognition through the following steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
Sales of solar cells
The Company officially commenced sales of solar cells to customers in the second half of 2023. The Company recognizes revenue generated from sales of solar cells at a point in time following the transfer of control of the solar cells to the customers, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. The transaction price was fixed in the contracts with customers. No variable considerations, significant financing component or payable to customers were identified in contracts with the customer. The contracts with customers may contain provisions that require the Company to make liquidated damage payments to the customer if the Company fails to ship or deliver solar cells before scheduled dates. The Company recognizes these liquidated damages as a reduction of revenue. For the three months ended March 31, 2026 and 2025, the Company did not incur such liquidation damages.
Customers are generally required
to make prepayment ranging between
Sales agreements typically contain the assurance-type customary product warranties if defects in solar cells exceeds agreed percentage of delivered quantity. The percentage varies among different customers. The assurance-type product warranties are subject to ASC 450, Contingencies. As of March 31, 2026 and December 31, 2025, the Company did not accrue warranty liabilities.
11
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Revenue recognition (cont.)
Sales of solar modules
The Company recognizes revenue generated from sales of solar modules at a point in time following the transfer of control of the solar modules to the customers, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. The transaction price was fixed in the contracts with customers. No variable consideration, significant financing component or payable to customers were identified in contracts with the customer.
The related party customer
is required to make prepayment of
In addition, the Company did not provide warranties to the customer.
Provision of original equipment manufacturer (OEM) services
During the three months ended
March 31, 2026, the Company provided OEM services to a third-party customer. The Company manufactured solar cells under the customer’s
name and recognized revenues on a net basis upon delivery of solar cells to the customer.
Provision of facilitation services
The Company provided facilitation services for customers’ solar cell and solar module products. The Company is an agent in facilitation services, as it did not bear inventory risks or determine the product selling price in provision of services. The Company identifies one performance obligation in the agreements with customers. The commission rate and the amount of customers’ solar cell and solar module products sold are both explicitly stipulated in the agreements with customers. No variable considerations, significant financing components or payable to customers were identified in contracts with the customer. The Company recognizes revenue from facilitation services for the customers’ solar cells and solar module products at a point when the end customers accept the agreed solar cell and solar module products and the customers collect the fees from end customers. The transaction prices are collected after the sales, accounts receivable are recognized when revenue is recognized. Accounts receivable is generally due within 60 days from provision of facilitation services.
Contract liabilities
Contract liabilities are
recognized if the Company receives consideration prior to satisfying the performance obligation. As of March 31, 2026, the Company had
contract liabilities of $
12
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Revenue recognition (cont.)
For the three months ended March 31, 2026, the Company disaggregate revenue into three streams as the following table:
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues to third parties: | ||||||||
| Sales of solar cells | $ | $ | ||||||
| Sales of solar modules | ||||||||
| Provision of OEM services | ||||||||
| Revenues to related parties: | ||||||||
| Sales of solar cells | ||||||||
| Sales of solar modules | ||||||||
| Provision of facilitation services | ||||||||
| Total revenue | $ | $ | ||||||
For the three months ended March 31, 2026 and 2025, the movement of contract liabilities, including related parties and third parties was as follows:
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Opening balance | $ | $ | ||||||
| Addition of contract liabilities | ||||||||
| Revenue recognition during the year | ( | ) | ( | ) | ||||
| Net off gross billing to the OEM customers | ( | ) | ||||||
| Foreign exchange adjustment | ||||||||
| Ending balance | $ | $ | ||||||
| Contract liabilities – third party customers | $ | $ | ||||||
| Contract liabilities – related party customers | $ | $ | ||||||
For the three months ended
March 31, 2026, the contract liabilities increased by $
13
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Income taxes
The Company accounts for income taxes in accordance with the U.S. GAAP for income taxes. Under the asset and liability method as required by this accounting standard, the recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consists of taxes currently due plus deferred taxes.
The charge for taxation is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis. Deferred tax assets are recognized to the extent that it is more likely than not these items will be utilized against taxable income in the future. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities.
An uncertain tax position
is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination,
with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than
Segment reporting
The Company uses the management
approach to determine operating segment. The management approach considers the internal organization and reporting used by the Company’s
chief operating decision maker (“CODM”) for making decisions, allocation of resources and assessing performance.
The CODM assesses performance
and decides how to allocate resources for our
14
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Segment reporting (cont.)
Since the Company operates
in
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| USA | $ | $ | ||||||
| Other areas | ||||||||
| Total | $ | $ | ||||||
The following table disaggregates the geographic information of the Company’s long-lived assets, which consist of long-term prepaid expenses, deposits for property and equipment, property and equipment and operating lease right-of-use assets, as of March 31, 2026 and December 31, 2025.
| March 31, 2026 |
December 31, 2025 |
|||||||
| Vietnam | $ | $ | ||||||
| USA | ||||||||
| Ethiopia | ||||||||
| Total | $ | $ | ||||||
Recently adopted accounting standards
In December 2023, the FASB issued ASU 2023-09, which is an update to Topic 740, Income Taxes. The amendments in this update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial or relevant. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted. As an Emerging Growth Company (“EGC”), the Company adopted ASU 2023-09 effective January 1, 2026. The amendments were applied prospectively, and the adoption did not have a significant impact on the Company’s consolidated financial statements.
15
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Recently adopted accounting standards (cont.)
In July 30 2025, the FASB issued ASU 2025-05, which amends ASC 326-20 to provide a practical expedient for all entities which elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset in developing reasonable and supportable forecasts as part of estimating expected credit losses, and an accounting policy election for all entities, other than a public business entity, that elect the practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient and, if so, whether it has also applied the accounting policy election. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. Entities should apply the new guidance prospectively. The Company adopted ASU 2025-05 from January 1, 2026 and the adoption did not have a significant impact on the Company’s unaudited condensed consolidated financial statements.
Recently issued accounting standards
On December 17, 2025, the FASB issued ASU 2025-12, which is to correct, clarify, and otherwise improve U.S. GAAP. ASU 2025-12 includes 33 improvements that span a wide range of topics, including Clarifying diluted earnings per share (EPS) calculation when a loss from continuing operations exists, Clarifying disclosure requirements for lease receivables from sales-type or direct financing leases, Revising the calculation of the reference amount for beneficial interests to prevent double counting credit losses, Clarifying the permissible methods to account for treasury stock retirements, and Clarifying the guidance for transfers of receivables from contracts with customers. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. If an entity adopts the amendments in this Update in an interim period, it must adopt them as of the beginning of the annual reporting period that includes that interim reporting period. An entity may elect to early adopt the amendments on an issue-by-issue basis. For example, an entity may decide to early adopt certain amendments and adopt the remaining amendments at the effective date. An entity should apply the amendments in this Update (except for the amendments to Topic 260, Earnings Per Share, related to Issue 4) using one of the following transition methods: (i) Prospectively to all transactions recognized on or after the date that the entity first applies the amendments, or (ii) Retrospectively to the beginning of the earliest comparative period presented. An entity should adjust the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) as of the beginning of the earliest comparative period presented. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
16
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Recently issued accounting standards (cont.)
On December 8, 2025, the FASB issued ASU 2025-11, which is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides “interim financial statements and notes in accordance with GAAP.” The ASU also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must “disclose events since the end of the last annual reporting period that have a material impact on the entity.” For public business entities, the amendments in ASU 2025-11 are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. For all other entities, the amendments in ASU 2025-11 are effective for interim reporting periods within annual reporting periods beginning after December 15, 2028. Early adoption is permitted for all entities. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
In January 2025, the FASB issued ASU 2025-01, “Income Statement – Comprehensive Income – Expense Disaggregation Disclosure (Subtopic 220-40): Clarifying the Effective Date.” This pronouncement revises the effective date of ASU 2024-03 and clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Entities within the ASU’s scope are permitted to early adopt the accounting standard update. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This pronouncement introduces new disclosure requirements aimed at enhancing transparency in financial reporting by requiring disaggregation of specific income statement expense captions. Under the new guidance, entities are required to disclose a breakdown of certain expense categories, such as: employee compensation; depreciation; amortization, and other material components. The disaggregated information can be presented either on the face of the income statement or in the notes to the financial statements, often using a tabular format. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections— Overall, 260-10 Earnings Per Share— Overall, 270-10 Interim Reporting— Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities— Oil and Gas—Notes to Financial Statements, 946-20 Financial Services— Investment Companies— Investment Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all other entities, the amendments will be effective two years later from the date of the SEC’s removal.
The Company does not believe the above-mentioned recently issued but not yet effective accounting standards, if currently adopted, would have a material impact on its consolidated financial position, statements of operations and comprehensive income and cash flows.
Significant risks and uncertainties
1) Credit risk
Assets that potentially subject the Company to significant concentration
of credit risk primarily consist of cash. The maximum exposure of such assets to credit risk is their carrying amount as at the balance
sheet dates. As of March 31, 2026, the Company held cash of $
17
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Significant risks and uncertainties (cont.)
Each bank account in Singapore
is insured by government authority with the maximum limit of SG$
To limit exposure to credit risk relating to deposits, the Company primarily place cash deposits with large financial institutions in Vietnam which management believes are of high credit quality and the Company also continually monitors their credit worthiness.
2) Foreign currency risk
The Company has contracts for the sales of products, purchases of materials and equipment which are denominated in foreign currencies, including Vietnam Dong (VND), Renminbi (RMB), Ethiopia Birr (ETB), and Singapore Dollar (SGD). For the three months ended March 31, 2026, substantially all of the Company’s revenues are dominated by US Dollar. VND, the functional currency of TOYO Solar, and RMB, the functional currency of TOYO China, are not freely convertible into foreign currencies.
All foreign exchange transactions in Vietnam take place either through the State Bank of Vietnam (“SBV”) or other authorized financial institutions at exchange rates quoted by SBV. Approval of foreign currency payments by the SBV or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices and signed contracts. The value of VND is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the Vietnam Foreign Exchange Trading System market.
All foreign exchange transactions in China take place either through the Peoples’ Bank of China (“PBOC”) or other authorized financial institutions at exchange rates quoted by PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices and signed contracts. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market.
3) Concentration risk
The Company has a concentration of its revenues from specific customers and accounts payable with specific vendors.
For the three months ended
March 31, 2026, one third party customer and two related party customers accounted for
As of March 31, 2026, two
third party customers accounted for
As of March 31, 2026, three
suppliers from third parties accounted for
For the three months ended
March 31, 2026, three related party suppliers accounted for
18
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
3. LIQUIDITY CONDITION AND GOING CONCERN
As of March 31, 2026 and
December 31, 2025, the Company had working capital deficits of $
The Company’s liquidity is based on its ability to generate cash from operating activities and obtain financing from investors to fund its general operations and capital expansion needs. The Company’s ability to continue as a going concern is dependent on management’s ability to successfully execute its business plan, which includes increasing revenue while controlling operating cost and expenses to generate positive operating cash flows and obtain financing from outside sources.
As of March 31, 2026, among the working capital deficits of $
The Company’s liquidity is based on its ability to obtain capital financing from equity interest investors and borrow funds on favorable economic terms to fund its general operations and capital expansion needs. The Company’s ability to continue as a going concern is dependent on management’s ability to successfully raise more capitals and execute its business plan, which includes increasing revenue while controlling operating cost and expenses to generate positive operating cash flows and obtaining funds from outside sources of financing to generate positive financing cash flows. Currently, the Company is working to improve its liquidity and capital sources mainly through borrowing from related parties and obtaining financial support from its principal shareholder who has agreed to continue providing funds for the Company’s working capital needs whenever needed.
In addition, in order to fully implement its business plan and sustain continued growth, the Company is also actively seeking financing from outside investors, borrowings from related parties and financial institutions. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditure, working capital, and other requirements. The Company has prepared the unaudited condensed consolidated financial statements on a going concern basis. If the Company encounters unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity. Management cannot provide any assurance that the Company will raise additional capital if needed.
19
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
4. ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consisted of the following:
| March 31, 2026 |
December 31, 2025 |
|||||||
| Accounts receivable | $ | $ | ||||||
| Less: expected credit losses | ||||||||
| Accounts receivable, net | $ | $ | ||||||
For the three months ended
March 31, 2026 and 2025, the Company did not provide expected credit losses against accounts receivable. Of the balance of $
5. INVENTORIES, NET
Inventories, net consisted of the following:
| March 31, 2026 |
December 31, 2025 |
|||||||
| Raw materials | $ | $ | ||||||
| Finished goods | ||||||||
| Goods in transit | ||||||||
| Total inventories, net | $ | $ | ||||||
For the three months ended
March 31, 2026 and 2025, the Company provided inventory write-down of $
6. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
| March 31, 2026 |
December 31, 2025 |
|||||||
| Construction in progress | $ | $ | ||||||
| Machinery | ||||||||
| Building | ||||||||
| Leasehold improvement | ||||||||
| Office equipment | ||||||||
| Vehicle | ||||||||
| Total property and equipment | ||||||||
| Less: accumulated depreciation | ( |
) | ( |
) | ||||
| Total property and equipment, net | $ | $ | ||||||
20
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
6. PROPERTY AND EQUIPMENT, NET (cont.)
Depreciation expense was
$
As of March 31, 2026, the
Company collateralized all of its buildings in TOYO Solar with carrying value of $
7. LONG-TERM PREPAID EXPENSES
In November 2022, the
Company entered into an agreement with a third party. The agreement conveys the Company the right to use a piece of designated land (“Land
Use Rights”) and the right to use certain public infrastructures within the industrial zones, for a period of 45 years maturing
in October 2067. Pursuant to the agreement, the third party charged a total fee of $
Because these public infrastructures
were shared among all lessees in the industrial zone, the Company has no rights to obtain substantially all of the economic benefits from
this public infrastructure. The Company recorded the total public infrastructure service fee as long-term prepaid expenses, and amortized
the long-term prepaid expenses over
Long-term prepaid expenses were comprised of the following:
| March 31, 2026 | December 31, 2025 | |||||||
| Prepaid expenses for public infrastructure | $ | $ | ||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
For the three months
ended March 31, 2026 and 2025, the amortization expenses for long-term prepaid expenses are $
21
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
8. OPERATING LEASE
As of March 31, 2026, the
Company leased its land use rights, office spaces and staff dormitory with third party lessors in Vietnam, Ethiopia and the USA. The lease
term ranged between
The table below presents the operating lease related assets and liabilities recorded on the consolidated balance sheets.
| March 31, 2026 | December 31, 2025 | |||||||
| Right of use assets | $ | $ | ||||||
| Operating lease liabilities, current | ||||||||
| Operating lease liabilities, noncurrent | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
Other information about the Company’s leases is as follows:
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating cash flows used in operating leases | $ | $ | ||||||
| Weighted average remaining lease term (years) | ||||||||
| Weighted average discount rate | % | % | ||||||
For the three months ended
March 31, 2026, operating lease expenses were $
| March 31, 2026 | ||||
| For the nine months ending December 31, 2026 | $ | |||
| For the year ending December 31, 2027 | ||||
| For the year ending December 31, 2028 | ||||
| For the year ending December 31, 2029 | ||||
| For the year ending December 31, 2030 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: Imputed interest | ||||
| Present value of operating lease liabilities | $ | |||
22
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
9. LINE OF CREDIT
On April 26, 2023, the
Company entered into a three-year bank credit facility with BIDV, under which the Company can draw-down up to $
For the three months ended
March 31, 2026 and 2025, the Company did not draw down loans from the long-term bank credit facility from BIDV, respectively. For the
three months ended March 31, 2026 and 2025, the Company repaid loans of $
As of March 31, 2026, the
Company has drawn down loans of $
For the three months ended
March 31, 2026 and 2025, the Company recognized interest expenses of $
Short-term bank credit facility
On January 31, 2024,
the Company entered into a one-year revolving bank credit facility with BIDV, under which the Company can draw-down up to $
In March 2025, The Company
entered the revolving bank credit facility with BIDV, under which the Company can draw-down up to $
Letter of credit
In April 2025, the Company
issued a letter of credit of $
For the three months ended March 31, 2026, the Company issued four
letters of credit aggregating $
23
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
10. SHORT-TERM BORROWINGS
In connection with the revolving
bank credit facility the Company entered into with BIDV in January 2024 (Note 9), the Company has drawn down loans of $
In connection with the revolving
bank credit facility the Company entered into with BIDV in March 2025 (Note 9), the Company has fully drawn down loans of $
For the three months ended March 31, 2026 and 2025, the Company recognized
and fully paid interest expenses of $
11. INCOME TAXES
Cayman Islands
Under the current tax laws of the Cayman Islands, the Company is not subject to tax on its income or capital gains.
Singapore
SinCo and TOYO Singapore
are subject to corporate income tax for its business operation in Singapore. Tax on corporate income is imposed at a flat rate of
Vietnam
TOYO Solar is subject to
Vietnam Enterprise Income Tax (“EIT”) on the taxable income in accordance with the relevant Vietnam income tax laws. The Vietnam’s
statutory, Enterprise Income Tax (“EIT”) rate is
As a new enterprise, the
Company received the preferential tax treatments since its inception, and is exempt from income taxes for the first two years since the
year ended December 31, 2023. When Company generated taxable income through year 2024, the Company is entitled to income tax rate of
China
Under the Enterprise Income
Tax (“EIT”) Law in the PRC, the unified EIT rate for domestic enterprises and foreign invested enterprises is
USA
In the United States, TOYO USA Holding, TOYO America, TOYO Solar LLC, TOYO Texas and TOYO Energy are subject to federal and state income taxes on its business operations.
The Company also evaluated the impact from the recent tax reforms in the United States, including the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), the One Big Beautiful Bill Act and Inflation Reduction Act. No material impact on the Company is expected based on our analysis. We will continue to monitor the potential impact going forward.
24
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
11. INCOME TAXES (cont.)
Ethiopia
TOYO Ethiopia is subject
to corporate income tax at a standard rate of
For the three months ended
March 31, 2026 and 2025, the Company incurred current income tax expenses of $
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of March 31, 2026 and December 31, 2025, the Company did have any unrecognized uncertain tax positions. For the three months ended March 31, 2026 and 2025, the Company did incur any interest and penalties related to potential underpaid income tax expenses.
The Company and its subsidiaries’
major tax jurisdictions are Vietnam, Singapore, Ethiopia, PRC and the United States. Income tax returns of the Company and its subsidiaries
remain open and subject to examination by the local tax authorities of Vietnam, Singapore, Ethiopia, PRC and the United States until the
statute of limitations expire in each corresponding jurisdiction. The statute of limitations in Vietnam, Singapore, Ethiopia, PRC and
the United States are between
12. RELATED PARTY TRANSACTIONS AND BALANCES
1) Nature of relationships with related parties
The table below sets forth the major related parties and their relationships with the Company, with which the Company entered into transactions for the three months ended March 31, 2026 and 2025, or recorded balances as of March 31, 2026 and December 31, 2025.
| Name | Relationship with the Company | |
| Fuji Solar Co., Ltd. (“Fuji Solar”) | ||
| VSUN | ||
| Vietnam Sunergy (Bac Ninh) Company Limited (“VSun Bac Ninh”) | ||
| VSun Solar USA Inc. (“VSun USA”) | ||
| VSun China Co., Ltd. (“VSun China”) | ||
| Vietnam Sunergy Europe GmbH (“VSun GmbH”) |
25
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
12. RELATED PARTY TRANSACTIONS AND BALANCES (cont.)
2)
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Sales and service revenue from related parties | ||||||||
| VSUN | $ | $ | ||||||
| VSun USA | ||||||||
| VSun Bac Ninh | ||||||||
| VSun China | ||||||||
| Total | $ | $ | ||||||
| Purchase of machinery from related parties | ||||||||
| VSun China | $ | $ | ||||||
| Total | $ | $ | ||||||
| Prepayments of raw materials to related parties (a) | ||||||||
| VSUN | $ | $ | ||||||
| VSun China | ||||||||
| Total | $ | $ | ||||||
| Borrowings from related parties | ||||||||
| VSun USA (c) | $ | $ | ||||||
| Total | $ | $ | ||||||
| Repayment of borrowings to a related party | ||||||||
| VSun USA (c) | $ | $ | ||||||
| Total | $ | $ | ||||||
| Accrual of interest expenses on borrowings from related parties | ||||||||
| VSUN (b) | $ | $ | ||||||
| VSun USA (c) | ||||||||
| Total | $ | $ | ||||||
| Repayment of interest expenses on borrowings from a related party | ||||||||
| VSun USA (c) | $ | $ | ||||||
| Total | $ | $ | ||||||
| (a) |
26
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
12. RELATED PARTY TRANSACTIONS AND BALANCES (cont.)
| (b) | For the three months ended March 31, 2026 and 2025, the Company did not borrow loans from or repaid loans to VSUN. |
For the three months ended March 31,
2026 and 2025, the Company accrued interest expenses of $
| (c) |
| For the three months ended March 31, 2026 and 2025, the Company
accrued interest expenses of $ |
3) Balances with related parties
Accounts receivable – related parties
| Related party | Nature of balance | March 31, 2026 | December 31, 2025 | |||||||
| VSun USA | Sales to the related party | $ | $ | |||||||
| VSun China | Sales to the related party | |||||||||
| Total | $ | $ | ||||||||
Prepayments — a related party
| Related party | Nature of balance | March 31, 2026 | December 31, 2025 | |||||||
| VSUN | Prepayments for raw materials | $ | $ | |||||||
| Total | $ | $ | ||||||||
27
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
12. RELATED PARTY TRANSACTIONS AND BALANCES (cont.)
Accounts payable – related parties
| Related party | Nature of balance | March 31, 2026 | December 31, 2025 | |||||||
| VSun China | Purchase of raw materials | $ | $ | |||||||
| VSun Bac Ninh | Purchase of equipment | |||||||||
| Total | $ | $ | ||||||||
Contract liabilities — related parties
| Related party | Nature of balance | March 31, 2026 | December 31, 2025 | |||||||
| VSUN | Advance for solar cells | $ | $ | |||||||
| VSun USA | Advance for solar modules | |||||||||
| VSun Bac Ninh | Advance for solar cells | |||||||||
| Total | $ | $ | ||||||||
Due to related parties
| Related party | Nature of balance | March 31, 2026 | December 31, 2025 | |||||||
| VSUN | Borrowings | $ | $ | |||||||
| VSUN | Interest payable | |||||||||
| VSUN | Payment of other operating expenses on behalf of the Company | |||||||||
| VSun USA | Borrowings | |||||||||
| VSun USA | Interest payable | |||||||||
| Others | Payment of other operating expenses on behalf of the Company | |||||||||
| Total | $ | $ | ||||||||
28
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
13. EQUITY
Ordinary shares
| a) | Reorganization of TOYO |
TOYO’s authorized share
capital is
On February 23, 2024,
the Company issued
The issuance of
| b) | Earnout shares |
Among the
| (a) | Following
the closing of Business Combination, if the net profit, excluding changes in fair value of Earnout Shares, of PubCo for the fiscal year
ending December 31, 2024 as shown on the audited financial statements of PubCo for the fiscal year ending December 31, 2024 (such net
profit, the “2024 Audited Net Profit”) is no less than $ |
| (b) | If
the 2024 Audited Net Profit is less than $ |
Upon the closing of the Business
Combination, the
On May 14, 2025, based on the 2024 Audited Net Profit which was reported
in the Form 20-F, which excludes changes in the fair value of Earnout Shares, the Company
released an aggregate of
29
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
13. EQUITY (cont.)
| c) | Business Combination with BWAQ |
On July 1, 2024, as part
of the Business Combination between the Company and BWAQ, the Company issued
| d) | Share-based compensation |
On August 29, 2025, the Company
granted an aggregated
| e) | PIPE purchase agreement |
On March 6, 2024, the
Company entered into a share purchase agreement (as amended on June 26, 2024, the “PIPE Purchase Agreement”) with BWAQ
and a certain investor, NOTAM Co., Ltd., a Japanese corporation (the “PIPE Investor” or “NOTAM”), in connection
with the Business Combination. Pursuant to the PIPE Purchase Agreement, NOTAM agrees to purchase a total of
As of March 31, 2026 and
December 31, 2025, the Company had
30
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
13. EQUITY (cont.)
Public Warrants
Pursuant to BWAQ’s
initial public offering on February 2, 2022, BWAQ sold
Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will expire five years from the consummation of a business combination or earlier upon redemption or liquidation.
The Public Warrants became
exercisable after the consummation of the Business Combination between the Company and BWAQ on July 1, 2024. No Public Warrants will be
exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon
exercise of the Public Warrants and a current prospectus relating to such ordinary shares. The Company may call the warrants for redemption,
in whole and not in part, at a price of $
| ● | at any time while the warrants are exercisable, |
| ● | upon
not less than |
| ● | if,
and only if, the reported last sale price of the Ordinary Shares equals or exceeds $ |
| ● | if,
and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the
time of redemption and for the entire |
If the Company call the warrants
for redemption as described above, its management will have the option to require all holders that wish to exercise warrants to do so
on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that
number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying
the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined
below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the ordinary
shares for the
As the Public Warrants meet
the criteria for equity classification under ASC 480 and ASC 815, therefore, the warrants are classified as equity. As of March 31, 2026
and December 31, 2025, the Company had
31
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
13. EQUITY (cont.)
Private Warrants
Simultaneously with the closing
of the initial public offering of BWAQ, BWAQ also sold
The Private Placement Units are identical to the Public Units being sold in the initial public offering of BWAQ except that Private Placement Units will not be transferable, assignable or saleable until 30 days after the completion of the business combination and will be entitled to registration rights.
As the Private Warrants meet
the criteria for equity classification under ASC 480 and ASC 815, therefore, the warrants are classified as equity. As of March 31, 2026
and December 31, 2025, the Company had
Other Warrants
On July 1, 2024, the Company
issued
The Other Units are identical
to the Private Units. As the Other Warrants meet the criteria for equity classification under ASC 480 and ASC 815, therefore, the warrants
are classified as equity. As of March 31, 2026 and December 31, 2025, the Company had
Public Rights, Private Rights and Other Rights
Each holder of a Public Right
and Private Right will automatically receive one-tenth (1/10) of an ordinary share upon consummation of a business combination, even if
the holder of a Public Right converted all ordinary shares held by him, her or it in connection with a business combination or an amendment
to the Company’s Amended and Restated Memorandum and Articles of Association with respect to its pre-business combination activities.
Upon the closing of the Business Combination of the Company and BWAQ, the Company issued
AMI Warrants
On February 26, 2025, the
Company also issued certain warrants to AUM Media Inc. exercisable for
32
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
14. SHARE-BASED COMPENSATION
Warrants issued to AUM Media Inc. (“AMI”)
On February 26, 2025, the
Company issued warrants to AMI to purchase up to
AMI Warrants was classified
as equity (Note 13). The fair value of AMI Warrants was determined using a binomial model.
| February 26, 2025 | ||||
| Stock price | $ | |||
| Expected volatility (%) | % | |||
| Risk-free interest rate | % | |||
| Expected terms (in years) | ||||
| Expected dividends (%) | % | |||
On February 26, 2025, the
fair value of AMI Warrants was $
Restricted shares under TOYO ESOP
The Company has TOYO ESOP,
under which the Company may grant share incentive awards, including options, restricted shares and restricted share units, to eligible
service providers in order to attract, retain and motivate the talent for which the Company competes. The number of ordinary shares initially
be approved for issuance under the TOYO ESOP (the “Share Limit”) is
On August 29, 2025,
the Company granted an aggregated
As of March 31, 2026 and
December 31, 2025, the Company had
33
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
14. SHARE-BASED COMPENSATION (cont.)
The details were as the following:
| Recipients | Granted and issued shares |
Outstanding shares as of March 31, 2026 |
Outstanding shares as of December 31, 2025 |
Share compensation expenses recognized in the three months ended March 31, 2026 |
||||||||||||
| Restricted shares issued to management: | ||||||||||||||||
| Management (a) | $ | |||||||||||||||
| Independent directors (b) | ||||||||||||||||
| $ | ||||||||||||||||
| Restricted shares issued to non-employees: | ||||||||||||||||
| Three consultants (c) | $ | |||||||||||||||
| One consultant (d) | ||||||||||||||||
| Employees of Abalance Corporation (e) | $ | |||||||||||||||
| $ | ||||||||||||||||
| (a) |
| (b) |
| (c) |
| (d) |
| (e) |
For the three months ended March 31, 2026, the transaction activities of restricted shares were as below:
| Number of Restricted Shares | Weighted Average Grant-date Fair Value | |||||||
| Unvested restricted shares as of December 31, 2025 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Unvested restricted shares as of March 31, 2026 | $ | |||||||
As of March 31, 2026, the Company had
34
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
15. EARNINGS (LOSS) PER SHARE
The Company had
The following table sets forth the computation of basic and diluted earnings (loss) per share for the three months ended March 31, 2026 and 2025:
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net income (loss) attributable to TOYO Co., Ltd.’s shareholders | $ | $ | ( | ) | ||||
| Less: Net loss attributable to holders of earnout shares | - | ( | ) | |||||
| Net income (loss) attributable to TOYO Co., Ltd’s ordinary shareholders | $ | $ | ( | ) | ||||
| Weighted average number of ordinary share outstanding– basic | ||||||||
| Earnings (loss) per share – basic | $ | $ | ( | ) | ||||
| Weighted average number of ordinary share outstanding– diluted | ||||||||
| Earnings (loss) per share – diluted | $ | $ | ( | ) | ||||
Pursuant to ASC 260, Earnings Per Share, the Company has retroactively restated all shares and per share data for all periods presented. For the three months ended March 31, 2026, the AMI Warrants were included in the calculation of diluted net earnings per ordinary shared. The other outstanding warrants, including Public Warrants, Private Warrants and Other Warrants, were excluded from the calculation of diluted net earnings per ordinary share, as their inclusion would have been anti-dilutive. For the three months ended March 31, 2025, the outstanding warrants, including Public Warrants, Private Warrants, Other Warrants and AMI Warrants, were excluded from the calculation of diluted net loss per ordinary share, as their inclusion would have been anti-dilutive.
The weighted-average number of potentially anti-dilutive shares excluded from calculation of dilutive earnings (loss) per share are as follows:
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Public Warrants | $ | $ | ||||||
| Private Warrants | ||||||||
| Other Warrants | ||||||||
| AMI Warrants | ||||||||
| Total | $ | $ | ||||||
35
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
16. COMMITMENTS AND CONTINGENCIES
Legal proceeding
On December 6, 2024, Shanghai Jinko Green Energy Enterprise Management Co, Ltd and Zhejiang Jinko Solar Co., Ltd. (collectively “JINKO”) filed a patent infringement lawsuit with the United States District Court for the Northern District of California (“CA Case”), against Abalance Corporation, the Company’s ultimate shareholder, and its seven subsidiaries, including the Company. JINKO alleged that VSUN’s solar panel products (including TOPCON N-type solar panels) allegedly utilize JINKO’s patented technologies without authorization. JINKO asserts that the lawsuit was filed to recover damages for both past and future losses resulting from VSUN’s alleged patent infringement. Defendants Abalance Corporation, WWB Corporation, and Fuji Solar filed a motion to dismiss the Complaint for lack of personal jurisdiction and failure to state a claim on April 16, 2025. On July 24, 2025, the Court held a hearing on WWB Corporation’s motion to dismiss. The Court granted WWB Corporation’s motion to dismiss on July 28, 2025. Defendants Abalance Corporation and Fuji Solar were dismissed on August 8, 2025. The Court has set a Markman hearing for February 3, 2026. No trial date has been set.
On February 7, 2025, Shanghai Jinko Green Energy Enterprise Management Co., Ltd. et. al. brought a patent infringement claim against Waaree Solar Americas Inc. et. al. in the Southern District of Texas (“TX Case”). On July 11, 2025, TOYO Solar, Toyo America, and SinCo, filed a motion to intervene in the lawsuit as intervenors-defendants because a portion of the products subject to the litigation were produced by the Company. The Court granted the motion on July 16, 2025. The Court set a Markman hearing for February 2, 2026, and a trial in February or March 2027.
Abalance Corporation and its subsidiaries remain committed to respecting intellectual property rights and has engaged with a specialized U.S. patent law firm to provide counsel on this matter. Abalance Corporation and its subsidiaries are thoroughly examining the plaintiff’s claims and demands while vigorously defending and asserting the legitimacy of the Company’s position in this litigation. Both cases are on a similar schedule, and the asserted patent in the TX Case is the same as the CA Case. No damages positions have been taken by any party in either case. It is difficult to anticipate the potential impact of the lawsuits on the Company’s consolidated financial results.
Pursuant to a certain settlement and release agreement between JINKO and TOYO dated December 30, 2025, on January 30, 2026, the CA Case was dismissed pursuant to a joint stipulation of dismissal of JINKO and VSUN, VSun Bac Ninh, VSun USA, TOYO, TOYO Solar, TOYO Texas, and TOYO Ethiopia. In addition, on February 20, 2026, the TX Case was dismissed with respect to TOYO Solar, TOYO America, SinCo pursuant to the parties’ joint stipulation. Regardless of outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.
On March 26, 2026, the U.S. International Trade Commission (the “USITC”) instituted an investigation pursuant to Section 337 of the Tariff Act of 1930. The investigation is based on a complaint filed by First Solar, Inc. (“First Solar”) on February 24, 2026, as supplemented on March 10, 2026, alleging that certain respondents, including TOYO, TOYO Texas and VSun USA of Fremont, violated Section 337 by importing into the United States certain TOPCon solar cells, modules, panels, components thereof, and products containing the same (the “TOPCon products”), that allegedly infringe one or more U.S. patents asserted by First Solar. First Solar has requested that the USITC issue a general exclusion order that would bar the TopCon products from entry into the United States, or in the alternative a limited exclusion order, as well as cease and desist orders against the respondents. As of the date of issuance of the report, USITC has not made any determination on the merits of the allegations, and the Company’s products continue to be imported and sold in the United States in the ordinary course. As of the date of issuance of the report, the Company are unable to predict the outcome of the investigation or whether any remedial orders will be issued and will evaluate the potential impact of this matter as the investigation progresses.
On May 12, 2026, First Solar, Hanwha Q CELLS and certain other U.S. solar manufacturers filed a request with the U.S. Department of Commerce seeking the initiation of a country-wide anti-circumvention inquiry under Section 781(b) of the Tariff Act of 1930 concerning certain crystalline silicon photovoltaic products completed in Ethiopia using inputs from China. The request alleges that certain solar products produced in Ethiopia and/or assembled into modules in third countries using Ethiopian-produced cells are circumventing existing U.S. antidumping and countervailing duty orders applicable to solar products from China. TOYO believes the allegations are without merit and intends to defend its position in any proceeding that may be initiated. At this stage, the U.S. Department of Commerce has not determined whether to initiate a formal inquiry and has not made any determination regarding the merits of the allegations. TOYO cannot predict the outcome, timing, or potential impact of this matter, including whether the proceeding, if initiated, could affect the Company’s operations, financial condition, or results of operations.
Capital commitments
As of March 31, 2026, the Company entered into certain construction agreements with vendors to build its plant in Vietnam, Texas, and Ethiopia. Future minimum capital payment under non-cancellable agreements are as follows:
| Minimum capital payments | ||||
| For the nine months ending December 31, 2026 | $ | |||
| For the twelve months ending December 31, 2027 and thereafter | ||||
| Total | $ | |||
36
TOYO Co., Ltd
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
16. COMMITMENTS AND CONTINGENCIES (cont.)
Contingent consideration
On February 23, 2024,
the Company issued
The
The fair value of Earnout
Shares was determined using a Monte Carlo simulation model. This approach considered (i) the share price on July 1, 2024 and December
31, 2024, (ii) the discount for lack of marketability (“DLOM”). According to the agreement, the share consideration to be
issued to the existing equity holders in the business combination will be subject to a lock-up. The lock-up will be staggered, with
The following table summarizes the assumptions used in estimating the fair value of the Earnout Shares on July 1, 2024 and December 31, 2024.
| December 31, 2024 | July 1, 2024 | |||||||
| Stock price | $ | $ | ||||||
| Expected volatility (%) | ||||||||
| Expected terms (in years) | ||||||||
| Expected dividends (%) | % | % | ||||||
The fair value of contingent
consideration on July 1, 2024 and December 31, 2024 was estimated at $
On May 14, 2025, based on
the 2024 Audited Net Profit which was reported in the Form 20-F, which excludes changes in the fair value of Earnout Shares, the Company
released an aggregate of
17. SUBSEQUENT EVENTS
On April 22, 2026, the Company
entered into a sales agreement (the “Sales Agreement”) with Roth Capital Partners, LLC and H.C. Wainwright & Co., LLC
as agents (collectively, the “Agents”). Pursuant to the terms of the Sales Agreement, the Company may offer and sell up to
$
37
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF TOYO CO., LTD
A. Operation Results
Overview
Our mission is to power the world with green and clean energy.
We, TOYO Co., Ltd (the “Company”), are an early-stage company incorporated in November 2022 to separate the solar cell and module production businesses from VSUN, a majority-owned subsidiary of Fuji Solar and our affiliate. We are committed to becoming a reliable integrated service solar solutions provider in the United States and globally, integrating the upstream production of wafer and silicon, midstream production of solar cell, downstream production of photovoltaic (PV) modules, and potentially other stages of the solar power supply chain.
Recent Developments
ATM Program
On April 22, 2026, the Company entered into a sales agreement (the “Sales Agreement”) with Roth Capital Partners, LLC and H.C. Wainwright & Co., LLC as agents (collectively, the “Agents”). Pursuant to the terms of the Sales Agreement, the Company may offer and sell up to $30,000,000 of its ordinary shares of a par value of US$0.0001 each (the “Ordinary Shares”) from time to time through the Agents (the “Offering”). The Agents will use their reasonable best efforts, as agents and subject to the terms of the Sales Agreement, to sell the Shares offered. Sales of the Shares, if any, may be made in sales deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act of 1933, as amended. The Agents will be entitled to a commission from the Company of 3.0% of the gross proceeds from the sale of Shares sold under the Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by the Agents in connection with the Offering. The Sales Agreement contains customary representations, warranties, and agreements of the Company and the Agents, indemnification rights and obligations of the parties and termination provisions. The Company intends to use any net proceeds from the Offering for working capital and general corporate purposes. As of the date hereof, the Company raised gross proceeds of approximately $1.1 million by issuance of 92,745 Ordinary Shares under the Sales Agreement, at an average selling price of $11.5040 per share.
Share Compensation
On August 29, 2025, the Company granted an aggregated 2,450,957 restricted shares, under the 2024 Share Incentive Plan, to management, consultants and certain employees of Abalance Corporation, the Company’s ultimate shareholder, subject to certain vesting schedules. As of March 31, 2026, the Company had no restricted shares outstanding. Accordingly, as of March 31, 2026, our management as a group held 119,000 Ordinary Shares, representing approximately 0.3% of Ordinary Shares issued and outstanding, and Mr. Junsei Ryu, indirectly held 25,527,385 Ordinary Shares, representing approximately 67.6 % of Ordinary Shares issued and outstanding.
Key Factors Affecting Our Results of Operations
We believe that our performance and future success will depend on several factors, including those key factors discussed below.
Our ability to retain VSUN as customer for our solar cells and obtain new customers
We achieved 4GW production capacity in Ethiopia in October 2025. As of March 31, 2026, we fully utilized our production capacity at our cell plants in Vietnam with achieved 2GW production capacity and in Ethiopia with 4W production capacity, as well as collaborations with some OEMs to fulfill additional orders. However our ability to retain VSUN as a solar cell customer and to obtain new solar cell customers will affect our short-term profitability and financial prospects. As of March 31, 2026, we have signed supply contracts with over 50 third-party customers, and are in active negotiation with several potential customers to supply our solar cells. For the three months ended March 31, 2026 and 2025, we derived 25% and 20% of our revenue from VSUN, respectively. Loss of business from VSUN or other future major customers could reduce our revenues and significantly harm our business.
Our ability to acquire new customers for our solar PV module products
We commenced the manufacture and sales of PV module products in the United States in the three months ended March 31, 2026. We expect that our mid-term revenue generation will primarily depend on our ability to capture the solar PV module market in the United States. Specifically, it depends on our ability to acquire new customers for our solar PV module products, both through leveraging our relationship and collaboration with VSUN, who has existing presence and market recognition in the United States, and through independent marketing efforts.
Our ability to control material, transportation and manufacturing costs
We expect that our profitability will significantly depend on our ability to control costs of sales, mainly comprised of cost of product sold, which is affected by fluctuations in prices of raw materials, including but not limited to polysilicon, silicon wafers, labor costs and costs associated with the transportation of raw materials. As we expand our production outside of Vietnam with a new cell plant in Ethiopia and a new solar module plant in Texas, U.S., we will also incur significant capital expenditure to fund the expansion of our sales and manufacturing facilities, including the construction of new solar module plants.
Our ability to extend our production capacity and integrate additional stages of the solar product supply chain
Our ability to become a reliable supplier of solar cell and module products at a competitive price will depend on our ability to extend our production capacity and achieve vertical integration. Specifically, we may plan to integrate the upstream production of wafer, midstream production of solar cell, and downstream production of PV modules. To that end, we have strategically selected a solar cell plant located in Hawassa, Ethiopia, which has commence production since April 2025 with 2GW production capacity and expanded the capacity to 4GW in October 2025 and have leased a facility located in Texas to accommodate our solar module production. We are assessing the timing and venues to further expand the annual capacity of our cell plant in the future, and whether we are successful in our future endeavor in constructing these plants will affect our ability to extend our production capacity. Additionally, executing capacity expansion also depends on our ability to secure necessary approvals, permits and adequate funding.
Our ability to price solar cell products competitively, which depends primarily on our ability to enhance conversion efficiency of solar cells
The price of our solar cells, which are our main products in the near-term, is determined by their electricity generation capacity, measured in watts. Our ability to offer competitive prices is dependent on our ability to optimize the conversion efficiency of our solar cells, utilizing effective manufacturing technologies. We are dedicated to ongoing research and development efforts to boost conversion efficiency while reducing production costs. We aim to expand our research and development team by specifically targeting top engineering talents with a background in solar energy.
Current supply-demand disparity in the United States and regulatory environment
Our ability to profit also depends on the market in United States as well as the regulatory environment for the solar industry. The U.S. market is a significant focus for us as it is one of the largest solar PV markets globally and continues to grow, and local suppliers in the United States only account for approximately 15% of the total solar module demand in 2022, according to CIC, indicating a significant supply-demand disparity. Our business and operations will also be affected by regulatory initiatives in the United States and elsewhere. For example, the U.S. Customs and Border Protection has banned the import of any products related to Xinjiang Uygur Autonomous Region of China in terms of UFLPA and a number of Chinese PV manufacturers have been included in the ban list. As a result of this regulatory development, manufacturers from Southeast Asia, particularly Malaysia, Vietnam, and Thailand, have emerged as the primary sources of PV panel and cell imports for the United States.
2
Impact of Macroeconomic Factors
Recently, geopolitical and economic uncertainty and volatility including armed conflicts such as the U.S. and Israeli war with Iran and further escalation of the ongoing conflict in the Middle East and Red Sea, and the conflict between Russia and Ukraine have caused supply chain disruptions and challenges for many companies.
For example, the armed conflicts such as the U.S. and Israeli war with Iran may cause shipping disruptions, cyberattacks, supply chain and logistics disruptions, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chain, or a diminished consumer confidence resulting in reduced demand. In addition, following the launch of a military action in Ukraine by Russia, commodity prices, including the price of oil, gas, nickel, copper and aluminum, increased. Such impacts may also be exacerbated by recent developments in the Israel-Hamas conflict. Our result of operations have not been materially impacted by the Russia-Ukraine conflict or the Israel-Hamas conflict for a number of reasons: (i) we utilize AGVs in our solar cell plant, which have reduced our reliance on manpower and the risk of production stoppages and delay; (ii) we recruit employees for our Vietnam solar cell plant primarily from Vietnam, minimizing the impact of global supply chain, if any, on our labor supply; and (iii) in obtaining polysilicon, a kind of raw materials for our solar cells, we only partner with suppliers that are pre-approved by the United States and comply with the necessary standards and regulations.
Components of Operating Results
Revenues
We generated revenues from sales of solar cells, solar modules and provision of facilitation services.
Sales of solar cells. We recognize revenue generated from sales of solar cells and silicon materials at a point in time following the transfer of control of the solar cells and silicon materials to the customers, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. The transaction price was fixed in the contracts with customers. No variable consideration, significant financing component or payable to customers were identified in contracts with customers. In addition, the Company did not provide warranties to the customers. The contracts with customers may contain provisions that require us to make liquidated damage payments to the customer if we fail to ship or deliver solar cells before scheduled dates. We recognize these liquidated damages as a reduction of revenue. For the three months ended March 31, 2026 and 2025, we did not incur such liquidation damages.
Sales of solar modules. We commenced sales of solar modules to customers in October 2025. We recognize revenue generated from sales of solar modules at a point in time following the transfer of control of the solar modules to the customers, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. No variable consideration, significant financing component or payable to customers were identified in contracts with customers. In addition, the Company did not provide warranties to the customers.
Provision of original equipment manufacturer (OEM) services. During the three months ended March 31, 2026, we also provided original equipment manufacturer (OEM) services to a third-party customer. We manufactured solar cells under the customer’s name and recognized revenues on a net basis upon delivery of solar cells to the customer.
Provision of facilitation services. We commenced provision of facilitation services for customers’ solar cell products in the second half of 2024 and solar module products in the year of 2025. We are an agent in facilitation services, as we did not bear inventory risks or determine the product selling price in provision of services. The transaction price is fixed in the agreements by multiplying fixed commission rate and the quantity of customers’ solar cell products sold. No variable considerations, significant financing components or payable to customers were identified in contracts with the customer. We recognize revenue from facilitation services for the customers’ solar cells products at a point when the end customers accepts the agreed solar cell products and the customers collect the fees from end customers.
3
For the three months ended March 31, 2026 and 2025, the revenues were comprised of the following:
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues to third parties: | ||||||||
| Sales of solar cells | $ | 92,924,036 | $ | 41,023,361 | ||||
| Sales of solar modules | 1,693,364 | — | ||||||
| Provision of OEM services | 12,198,344 | — | ||||||
| 106,815,744 | 41,023,361 | |||||||
| Revenues to related parties: | ||||||||
| Sales of solar cells | 21,689,880 | 9,263,896 | ||||||
| Sales of solar modules | 14,267,834 | — | ||||||
| Provision of facilitation services | — | 1,257,254 | ||||||
| 35,957,714 | 10,521,150 | |||||||
| Total revenue | $ | 142,773,458 | $ | 51,544,511 | ||||
Cost of revenues
Cost of revenues primarily consist of cost of materials, direct labor costs, and overheads which were attributable to the solar cells and solar modules sold in the relevant periods.
Selling and marketing expenses
Selling and marketing expenses primarily consist of freight and handling expenses, distribution commission expenses, entertainment expenses, and employee salary and welfare expenses.
General and administrative expenses
General and administrative expenses primarily consist of employee salary and welfare expenses, amortization of usage of infrastructure expenses and other expenses related to administrative functions. Over the next several years, we anticipate an increase in our general and administrative expenses. This is primarily due to the expansion of our workforce as our new solar cell plant commences operation. Additionally, we expect to incur higher costs related to accounting, auditing, legal, regulatory compliance, director and officer insurance, as well as investor relations, public relations, and other expenses associated with being a publicly traded company.
Interest expenses, net
Interest expenses, net consists of interest expenses incurred on borrowings from banks and related parties, partially offset by interest income generated on bank deposits.
Income Tax Expenses
Cayman Islands
Under the current tax laws of the Cayman Islands, the Company is not subject to tax on its income or capital gains.
4
Singapore
SinCo and TOYO Singapore are subject to corporate income tax for its business operation in Singapore. Tax on corporate income is imposed at a flat rate of 17%.
Vietnam
TOYO Solar and TOYO Solar Clean Energy are subject to Vietnam Enterprise Income Tax (“EIT”) on the taxable income in accordance with the relevant Vietnam income tax laws. The Vietnam’s statutory, Enterprise Income Tax (“EIT”) rate is 20%.
As a new enterprise, the Company received the preferential tax treatments since its inception, and is exempt from income taxes for the first two years since the year ended December 31, 2023. When Company generated taxable income through year 2024, the Company is entitled to income tax rate of 8.5%, which is half of preferential income tax rate of 17% for four years ended December 31, 2025 through 2028.
China
Under the Enterprise Income Tax (“EIT”) Law in the PRC, the unified EIT rate for domestic enterprises and foreign invested enterprises is 25%, except for available preferential tax treatments.
USA
In the United States, TOYO USA Holding, TOYO America, TOYO Solar LLC, TOYO Texas and TOYO Energy are subject to federal and state income taxes on its business operations.
The Company also evaluated the impact from the recent tax reforms in the United States, including the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), the One Big Beautiful Bill Act and Inflation Reduction Act. No material impact on the Company is expected based on our analysis. We will continue to monitor the potential impact going forward.
Ethiopia
TOYO Ethiopia is subject to corporate income tax at a standard rate of 30% on its business operations in Ethiopia. In accordance with the investment incentive framework of Ethiopia, eligible manufacturing entities may be granted corporate income tax exemptions upon approval by the Ethiopian Investment Commission. TOYO Ethiopia is entitled to a four-year exemption from corporate income tax commencing from the date of establishment. The Company obtained its business license on February 21, 2025. The tax exemption period covers the fiscal years from 2025 to 2028.
5
Results of Operations
The following table sets forth a summary of our results of operations for the three months ended March 31, 2026 and 2025, in dollar amounts. This information should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues from related parties | $ | 35,957,714 | $ | 10,521,150 | ||||
| Revenues from third parties | 106,815,744 | 41,023,361 | ||||||
| Revenues | 142,773,458 | 51,544,511 | ||||||
| Cost of revenues – related parties | (28,475,589 | ) | (8,857,358 | ) | ||||
| Cost of revenues – third parties | (66,536,671 | ) | (37,885,919 | ) | ||||
| Cost of revenues | (95,012,260 | ) | (46,743,277 | ) | ||||
| Gross profit | 47,761,198 | 4,801,234 | ||||||
| Operating expenses | ||||||||
| Selling and marketing expenses | (2,007,392 | ) | (456,087 | ) | ||||
| General and administrative expenses | (9,483,762 | ) | (5,609,919 | ) | ||||
| Total operating expenses | (11,491,154 | ) | (6,066,006 | ) | ||||
| Income (loss) from operations | 36,270,044 | (1,264,772 | ) | |||||
| Other expenses | ||||||||
| Interest expenses, net | (785,260 | ) | (579,049 | ) | ||||
| Other expenses, net | (1,539,250 | ) | (367,665 | ) | ||||
| Changes in fair value of contingent consideration payable | — | (400,030 | ) | |||||
| Total other expenses, net | (2,324,510 | ) | (1,346,744 | ) | ||||
| Income (loss) before income taxes | 33,945,534 | (2,611,516 | ) | |||||
| Income tax expenses | (5,534,330 | ) | (1,104,459 | ) | ||||
| Net income (loss) | $ | 28,411,204 | $ | (3,715,975 | ) | |||
Revenues. We commenced commercial production and sales of solar cells since the second half of 2023, coinciding with the introduction of our brand “TOYO Solar” to the market. In the second half of 2025, we commenced production and sales of solar modules to customers based in the United States. Our revenues increased by approximately $91.3 million, or 177%, from approximately $51.5 million for the three months ended March 31, 2025 to approximately $142.8 million in the three months ended March 31, 2026. The increase was primarily caused by an increase of approximately $64.3 million in sales of solar cells and an increase of approximately $16.0 million in sales of solar modules.
The increase of solar cells was primarily driven by our achievement of 4GW and 2GW production capacity in Ethiopia in October 2025, leading to an increase of output to meet sales orders from our customers. The increase of solar modules was primarily due to the commencement of sales of solar modules to a related party since October 2025. We expect to expand our customer base in the years ending December 31, 2026 and 2027.
6
Cost of revenues. The cost of revenues increased by approximately $48.3 million, or 103%, from approximately $46.7 million for the three months ended March 31, 2025 to approximately $95.0 million for the three months ended March 31, 2026. The increase in cost of revenues was primarily in line with the increase in sales of solar cells and solar modules. However, the increase in the cost of revenues is lower than the increase in the revenues. This was primarily caused by an increase in sales to U.S. end customers with higher average selling prices, which was attributable to our achievement of 4GW production capacity in Ethiopia in the year of 2025. All solar cells manufactured in the Ethiopia plant were delivered to U.S. end customers.
Gross profit. As a result of the foregoing, we recorded a gross profit of approximately $47.8 million and $4.8 million for the three months ended March 31, 2026 and 2025, respectively, with gross profit margin of approximately 33.5% and 9.3%, respectively. The increase in gross profit margin was due to our expansion of production capacity in Ethiopia, resulting in increased sales to U.S. end customers during the second half of 2025 with higher average selling prices
Selling and marketing expenses. As compared with the selling and marketing expenses for the three months ended March 31, 2025, the selling and marketing expenses for the three months ended March 31, 2026 increased by approximately $1.6 million. The increase was primarily due to an increase of approximately $1.0 million in sales commissions which was in line with an increase of revenues, an increase of approximately $0.2 million in testing fees, an increase of approximately $0.1 million in advertising expenses and an increase of approximately $0.1 million in payroll and employee benefit expenses due to increase of headcount in our sales department.
General and administrative expenses. Our general and administrative expenses increased from approximately $5.6 million for the three months ended March 31, 2025 to approximately $9.5 million for the three months ended March 31, 2026. The increase was primarily attributable to (i) an increase of payroll and employee benefit expenses of approximately $3.6 million because we hired more administrative staff in our Ethiopia and Texas plants to achieve our target production capacity in these two areas and (ii) an increase of consulting expenses of approximately $0.5 million as we engaged more professionals and incurred share-based compensation expenses of approximately $0.1 million through the issuance ordinary shares to certain consultants.
Changes in fair value of contingent consideration payable. The 13,000,000 Earnout Shares are treated as contingent consideration in connection with the reverse recapitalization. The number of Earnout Shares depends on the ratio of actual 2024 audited net profit to the benchmark amount of $41 million, which was precluded from the equity classification under ASC 815. The contingent consideration was initially recognized as a liability on July 1, 2024, with subsequent changes in fair value charged to the unaudited condensed consolidated statements of operations and comprehensive income (loss). The changes of approximately $0.4 million in fair value between December 31, 2024 and March 31, 2025 was charged to the account of “Changes in fair value of contingent consideration payable”.
Income tax expenses. We incurred income tax expenses of approximately $5.5 million and $1.1 million for the three months ended March 31, 2026 and 2025, respectively. The increase was primarily caused by an increase in taxable income of certain subsidiaries.
Net income (loss). As a result of the foregoing, we reported a net income of approximately $28.4 million and a net loss of $3.3 million for the three months ended March 31, 2026 and 2025, respectively.
7
B. Liquidity and Capital Resources
To date, we have financed our operating and investing activities primarily through cash generated from operating activities, capital contribution from shareholders, and borrowings from a related party and a bank. As of March 31, 2026 and December 31, 2025, we had working capital deficits of approximately $97.1 million and $123.9 million, respectively. This condition raised substantial doubt about our ability to continue as a going concern.
Our liquidity is based on its ability to generate cash from operating activities and obtain financing from investors to fund its general operations and capital expansion needs. Our ability to continue as a going concern is dependent on management’s ability to successfully execute its business plan, which includes increasing revenue while controlling operating cost and expenses to generate positive operating cash flows and obtain financing from outside sources.
As of March 31, 2026, the Company had contract liabilities from both third-party customers and related party customers of $133.4 million which would be settled through the recognition of revenues. Without these impacts, the Company would have an adjusted working capital of $87.4 million as of March 31, 2026. In addition, the Company generated cash flow of $33.4 million from its operating activities for the three months ended March 31, 2026, and entered into borrowing agreements with financial institutions to borrow an aggregate amount of $40.5 million.
Our liquidity is based on its ability to obtain capital financing from equity interest investors and borrow funds on favorable economic terms to fund its general operations and capital expansion needs. Our ability to continue as a going concern is dependent on management’s ability to successfully raise more capital and execute its business plan, which includes increasing revenue while controlling operating cost and expenses to generate positive operating cash flows and obtaining funds from outside sources of financing to generate positive financing cash flows. Currently, we are working to improve its liquidity and capital sources mainly through borrowing from related parties and obtaining financial support from its principal shareholder who has agreed to continue providing funds for the Company’s working capital needs whenever needed.
In addition, in order to fully implement its business plan and sustain continued growth, we are also actively seeking financing from outside investors, borrowings from related parties and financial institutions. However, there can be no assurance that these plans and arrangements will be sufficient to fund our ongoing capital expenditure, working capital, and other requirements. We have prepared the unaudited condensed consolidated financial statements on a going concern basis. If we encounter unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity. Management cannot provide any assurance that we will raise additional capital if needed.
Further, because of the numerous risks and uncertainties associated with our path to continued profitability, we are unable to estimate the amounts of increased capital outlays and operating expenditures associated with our business development. There can be no assurance that our future cashflows from operating activities or financing activities including equity financing will be sufficient to support our ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If we are unable to generate sufficient revenue or events or circumstances occur such that we do not meet our strategic plans, we will be required to reduce certain discretionary spending, or be unable to fund capital expenditures, which would have a material adverse effect on our financial position, results of operations, cash flows, and ability to achieve its intended business objectives. We had commenced operations in the second half of 2023, and we need to implement our business plan to obtain the necessary operational liquidity on a sustainable basis. Failure to successfully implement the plans will have a material adverse effect on our business, results of operations and financial position, and may materially and adversely affect our ability to continue as a going concern.
8
Cash Flows
The following table shows a summary of our cash flows:
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by operating activities | $ | 33,439,100 | $ | 3,721,457 | ||||
| Net cash used in investing activities | (4,594,653 | ) | (16,042,826 | ) | ||||
| Net cash (used in) provided by financing activities | (15,839,361 | ) | 8,461,828 | |||||
| Effect of exchange rate changes on cash and restricted cash | 325,716 | (797,384 | ) | |||||
| Net increase (decrease) in cash and restricted cash | 13,330,802 | (4,656,925 | ) | |||||
| Cash and restricted cash at beginning of year | 58,860,026 | 17,149,389 | ||||||
| Cash and restricted cash at end of year | $ | 72,190,828 | $ | 12,492,464 | ||||
Operating activities
Net cash provided by operating activities for the three months ended March 31, 2026 was approximately $33.4 million, primarily due to a net income of approximately $28.4 million, adjusted for non-cash depreciation and amortization expenses of approximately $13.4 million, inventory write-down of approximately $3.8 million, and for changes in operating assets and liabilities which primarily included (i) an increase of approximately $4.0 million in accounts receivable due from third-party customers, which were driven by an increase in revenues generated from third parties during the three months ended March 31, 2026, (ii) a decrease of approximately $12.6 million in prepayments to third parties because we received certain inventories in the three months ended March 31, 2026, (iii) an increase of approximately $38.4 million in inventories as a result of an increase in purchases from suppliers to meet our increasing sales orders, (iv) a decrease of approximately $7.4 million in accounts payable, including third party customers and related party customers, due to improvement in payment to suppliers, and (v) an increase of approximately $25.5 million in advances from customers, including third-party customers and related party customers, due to an increase in sales orders from customers.
Net cash provided by operating activities for the three months ended March 31, 2025 was approximately $3.7 million, primarily due to a net loss of approximately $9.8 million, adjusted for non-cash depreciation and amortization expenses of approximately $4.4 million and inventory write-down of approximately $2.8 million, and for changes in operating assets and liabilities which primarily included (i) an increase of approximately $6.7 million due from third-party customers which were driven by an increase in revenues in the three months ended March 31, 2025, (ii) a decrease of approximately $6.8 million due from related party customers as a result of collection from related party customers, (iii) an increase of approximately $12.6 million in prepayments, including third party suppliers and related party suppliers because we were offered credit term by the suppliers and an increase of inventories of approximately $10.2 million as a result of an increase in purchases from suppliers to meet our increasing sales orders, (iv) an increase in accounts payable of approximately $17.6 million due to third party suppliers as a result of increase in purchase of inventories, and (v) an increase of approximately $10.2 million in advance from a related party as a result of collection of prepayments from a related party.
Investing Activities
Net cash used in investing activities for the three months ended March 31, 2026 was approximately $4.6 million, primarily attributable to the purchase of property and equipment of approximately $4.6 million.
Net cash used in investing activities for the three months ended March 31, 2025 was approximately $16.0 million, primarily attributable to the purchase of property and equipment of approximately $16.0 million.
Financing Activities
Net cash used in financing activities for the three months ended March 31, 2026 was approximately $15.8 million, which was primarily due to the repayment of bank borrowings, including long-term bank borrowings and short-term bank borrowings, of approximately $45.3 million and repayment of related-party borrowings of approximately $11.0 million, partially offset by proceeds from short-term borrowings of approximately $40.5 million.
9
Net cash provided by financing activities for the three months ended March 31, 2025 was approximately $8.5 million, which was primarily due to borrowings from a bank of approximately $9.6 million and borrowings from a related party of approximately $12.0 million, partially offset by a repayment of borrowings, including long-term bank borrowings and short-term bank borrowings, of approximately $13.1 million to a bank.
Material Cash Requirements
Our material cash requirements as of March 31, 2026 and any subsequent period primarily include our capital expenditures and non-cancellable lease obligations.
Capital Expenditures
We incur capital expenditures primarily for the purchase of property and equipment. For the three months ended March 31, 2026 and 2025, we purchased property and equipment of approximately $4.6 million and $16.0 million, respectively. We funded our capital expenditures primarily with cash flows generated from operating and financing activities. We intend to fund our future capital expenditures with our existing cash balance, anticipated cash flows from operations and financing alternatives. We will continue to make capital expenditures to meet the expected growth of its business.
Other than as disclosed in Note 16 to our unaudited condensed consolidated financial statements, we did not have any significant capital and other commitments, long-term obligations or guarantees as of March 31, 2026.
We have not entered into any significant financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any off-balance sheet derivative instruments. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
C. Trend Information
Other than as disclosed elsewhere in this report and the annual report on Form 20-F for the year ended December 31, 2025, filed on April 1, 2026, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, income from operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
D. Critical Accounting Estimates
In preparing the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in our unaudited condensed consolidated financial statements and accompanying notes. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the assets or liabilities in the future.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. The management determines there are no critical accounting estimates.
10
Exhibit 99.3
May 2026 (NASDAQ: TOYO) TOYO Co., Ltd 1 Investor Deck
Forward-Looking Statements This presentation includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the expected growth of TOYO Co., Ltd ("TOYO"), the expected order delivery of TOYO, TOYO's construction plan for manufacturing and TOYO's strategies for building up an integrated value chain in the U.S. These statements are based on various assumptions, whether or not identified in this presentation, and on the current expectations of TOYO's management and are not predictions or guarantees of actual performance or future results. These statements involve risks, uncertainties, and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by these forward-looking statements. Although TOYO believes that it has a reasonable basis for each forward-looking statement contained in this presentation, TOYO caution you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there are risks and uncertainties described in TOYO's filings with the Securities and Exchange Commission (the "SEC"), including without limitation under the heading "Risk Factors" in the Company's annual report on Form 20-F filed with the SEC on March 31, 2026(the "Annual Report") and in the prospectus included in the registration statement on Form F-1 (File No. 333- 283617) (the "Form F-1"). These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. TOYO cannot assure you that the forward-looking statements in this presentation will prove to be accurate. These forward-looking statements are subject to several risks and uncertainties, including, among others, the outcome of any potential litigation, government or regulatory proceedings, the sales performance of TOYO, and other risks and uncertainties described in TOYO's filings with the SEC, including without limitation under the heading "Risk Factors" in the Annual Report and the prospectus included in the Form F-1. There may be additional risks that TOYO does not presently know or that TOYO currently believes are immaterial that could also cause actual results to differ from those contained in the forward- looking statements. In light of the significant uncertainties in these forward-looking statements, nothing in this presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The forward-looking statements in this presentation represent the views of TOYO as of the date of this presentation. Subsequent events and developments may cause those views to change. However, while TOYO may update these forward-looking statements in the future, there is no current intention to do so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of TOYO as of any date subsequent to the date of this presentation. Except as may be required by law, TOYO does not undertake any duty to update these forward-looking statements. Certain information contained in this presentation was obtained from various sources, including third parties, and has not been independently verified. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, correctness or reasonableness of the information or the sources presented or contained herein. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. 2 Safe Harbor
Powering the world with green, clean energy through high-quality solar solutions at a competitive scale and cost. 3 OUR MISSION
$142.8M ^^Q1 2026 Revenue 1.45 GW Solar cells shipped globally Q1 2026 ^2.0 GW U.S. module capacity Houston, Texas 6 GW Cell capacity 2GW Vietnam & 4GW Ethiopia 10+ **Years solar manufacturing experience Founded in 2022 ➢Listed on Nasdaq in 2024 after rapid scale- up Award-Winning Technology ➢Proprietary solar cell technology. ➢R&D team member honored with Queen Elizabeth Award for Engineering Allied-Nation Investment ➢Headquarters in Japan ➢Investment in U.S. solar reshoring, aligned with Japan's broader government commitment to U.S. partnerships Non-FEOC ➢Designed to be FEOC-compliant across the supply chain *Non-FEOC: Refers to entities or operations that are not classified as Foreign Entity of Concern (FEOC) under applicable regulatory definitions ^1 GW already installed, additional 1GW to be completed by 2026 **10+ years manufacturing experience by Vietnam Sunergy Joint Stock Company, an affiliate of TOYO ^^ Q1 2026 financial figures are unaudited 4 TOYO at a Glance
Track record of rapid growth & profitability as one of the leading non-FEOC solar solutions provider Leveraging established relationships with U.S. utility-scale customers 1 2 4 3 Proven manufacturing excellence delivers world- class technology at a highly competitive cost Rapidly expanding manufacturing footprint to meet customer demand in a dynamic policy environment 5 Investment Highlight
One of the major Japanese –headquartered solar module suppliers to the U.S. market Peak revenue: $1.3 billion, of which $1.2B from U.S. Trusted by leading North American solar developers VSUN brand is well recognized in the market through the recent awards granted to VSUN Co as the following: Acquisition of VSUN Brand to Extend Integrated Value Chain Strategic Benefits of the VSUN Brand Acquisition Enhanced market access through established VSUN relationships Acquisition of VSUN brand provides access to an established customer base, including top-tier U.S. utility-scale developers, and positions TOYO to meet surging "Made in USA" solar demand. Accelerated U.S. Expansion Strengthens TOYO's U.S. market presence, complementing 6 GW solar cell capacity in Vietnam and Ethiopia with a domestic module assembly footprint. Revenue & Market Share Growth VSUN's proven track record includes ~11.7 GW supplied to the U.S. utility-scale market since inception. The acquisition expands TOYO's revenue potential and competitive position. Synergies & Manufacturing Leadership Combines VSUN's market credibility with TOYO's world-class solar cell manufacturing — a large-scale global manufacturing platform — to enhance efficiency, scale, and cost competitiveness in a shifting policy landscape. 6 VSUN Brand was acquired from VSUN Co. in September 2025. *VSUN Co. an affiliate of TOYO Strategic Realignment Unlocking Growth
7 0.315 1.743 4.3 1.45 5.5-5.8 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 GWs 0 0 0.056 1-1.3 0 0 0 1 1 1 1 1 GWs 0.25 Solar Cell Shipments Solar Module Shipments Revenue 62.4 177 142.8 0 50 100 150 200 250 300 350 400 450 2023 2024 2025 Q12026 $ in million 427.4 Rapid Growth in Shipment Q1 2026 financial figures are unaudited
8 9.9 6 90-100 0 20 40 60 80 100 120 2023 2024 2025 2026E $ in million 52.2 Adjusted Net Income (Non-GAAP) • Adjusted Net income in 2024 does not include a $35.1 million change in fair value of contingent consideration payable for 13 million earnout shares • Adjusted Net income in 2025 includes a one-time share based compensation of approximately $13.7 million • Q1 2026 financial figures are unaudited Net Income 9.9 40.5 28.4 0 5 10 15 20 25 30 35 40 45 2023 2024 2025 Q1 2026 $ in million 37.2 Profitability: Fueling Future Growth
POLYSILICON OCI (Korea) + Major U.S. domestic polysilicon producer INGOTS & WAFERS Non-FEOC sources; U.S. BOM* in development. CELLS • U.S (in final planning phase) • Ethiopia 4GW • Vietnam 2GW MODULES Houston, TX 2 GW capacity 1st GW Operational CUSTOMERS U.S utility-scale developers, solar distributors, commercial & rooftop EPC FEOC COMPLIANT Polysilicon Longstanding supply agreement with OCI (South Korea). January 2026 agreement with a major U.S. domestic polysilicon producer. Proprietary Technology Solar cell technology developed and owned by TOYO's award-winning R&D team (Queen Elizabeth Award for Engineering). Japan-Controlled Ownership TOYO is a Nasdaq-listed Japanese company subject to U.S. disclosure requirements. 9 *BOM-Bill of Material End-to-End FEOC-Compliant
November 2022 TOYO Solar founded October 2024 Announced Ethiopia Facility July 2024 Listed on Nasdaq (TOYO) November 2024 Announced Texas Acquisition September 2025 Acquired VSUN Brand April 2025 Commenced 1st 2GW Ethiopia Production November 2023 Vietnam 2 GW Factory Complete Building toward an integrated FEOC-compliant value chain from polysilicon to module assembly October 2025 Texas Plant Commercial Operations 2022 2023 2024 2025 2026 2026 U.S. R&D Center in planning phase February 2024 OCI Supply Agreement (Global) September 2025 2nd 2GW Ethiopia went online 10 2026 2.0 GW U.S. Module Capacity January 2026 U.S. Polysilicon Supply Agreement 2026 U.S Cell Expansion in planning phase Strategy for Vertical Integration & Expansion
TOYO's state-of-the-art solar cell manufacturing facility in Ethiopia now substantially allocated • 4.0 GW annual solar cell production facility strategically located in Hawassa, Ethiopia • Confirmed orders substantially cover capacity from Ethiopia through end of 2026 Location Hawassa, Ethiopia Total facility size (sq ft) 339,063 Expected job creation Approximately 1800 Solar cell production capacity 4 GW 11 Ethiopia's Solar Cell Line 4 GW Annual Capacity
MODULE FACILITY 2 GW Total module capacity by 2026 (1GW today) OCT 2025 Commercial operations began 567,140 ft² Facility size, Humble TX $0.07/W Section 45X credit through 2030 FEOC Compliant CELL FACILITY · PLANNED *HJT Planned cell technology U.S.A Proximity to module facility $0.04/W Section 45X cell credit U.S. BOM Domestic bill of materials in dev. TARGET Domestic U.S. supply chain *HJT= Heterojunction solar cells 12 America's Solar Manufacturing Hub Upon completion, this establishes TOYO as a highly integrated, domestic solar manufacturer in the United States.
Vietnam 2 GW Solar Cells Redirected to India/Taiwan Tokyo, Japan Headquarters Houston, TX *2 GW Modules + Cells (planned) · Expected Section 45X eligible Hawassa, Ethiopia 4 GW Solar Cells 13 *1 GW module facility operational; additional 1 GW completing by 2026. Total global cell capacity: 6 GW across Ethiopia and Vietnam. Global Manufacturing Footprint
Accomplished engineers, Dr. Aihua Wang, Ph.D., the Chief Technical Officer, and Dr. Jianhua Zhao, Ph.D., as Chief Technical Advisor, lead the research and development efforts at TOYO. Dedicated to the research and development of higher efficiency and quality solar cells. SEM PL Dr. Jianhua Zhao, Ph.D. and Dr. Aihua Wang, Ph.D are winners of the 2023 Queen Elizabeth Award for Engineering 14 Award-Winning Solar R&D
Dr. Wang boasts over 30 years of solar innovation and is a globally recognized leader in PV technology. She has served as head of research and vice president at a prominent solar company and as chief engineer at CEEG (Nanjing) PV-Tech Co. In Australia, she pioneered PERL cells as a scientist at the University of New South Wales' Photovoltaics Centre. Her groundbreaking work in advanced cell architectures has directly contributed to the commercialization of high-efficiency solar solutions used worldwide today. Takahiko Onozuka brings over 40 years of expertise in international finance and energy infrastructure. Having held senior leadership roles at JBIC and Sumitomo Corporation, he has directed major cross-border renewable and power projects across Asia, Europe, and Africa. An expert in structured finance, risk management, and energy systems, he leverages a deep technical and financial background to position TOYO for disciplined global expansion and decarbonization leadership. Chief Executive Officer & Chairman Takahiko Onozuka With 20+ years of solar leadership, Rhone Resch was CEO of the Solar Energy Industries Association (SEIA) from 2004 to 2016. At TOYO, Rhone leads global strategy, focusing on manufacturing expansion, strengthening partnerships, and navigating the regulatory dynamics essential to our high-performance solar technology. His expertise at the intersection of policy and capital formation is central to TOYO next phase of growth. Chief Strategy Officer Rhone Resch Mr. Chung has over twenty years' experience within the financial industry, encompassing roles in investment banking and infrastructure investor. Serving as the vice president of asset finance for Nomura Securities for 9 years and managing partner for Golden Equator Capital for 6 years, Mr. Chung advised and invested in equity & debt financing on different type of structured transaction related to solar and wind power projects. Chief Financial Officer & Director Taewoo "Raymond" Chung Chief Technology Officer & Director Dr. Aihua Wang, Ph.D. 15 Global Leadership Team
Stringent Controls TOYO is dedicated to adhering to the highest standards of quality manufacturing, while ensuring its components are efficiently priced to remain competitive in all regions. World Class Globally Competitive Rapid Efficient Expansion Entrenched controls ensure top-tier quality and reliable metrics. Rapid expansion & continuous cost improvements in modules, cells, wafers. Competing with major global solar manufacturers. 16 Track Record of Scalable Manufacturing
17 Deploying AGVs and robotics builds operational resilience, streamlining workflows and ensuring consistent quality while allowing for more agile scaling across the organization Improves workplace safety Agility and Scalability Increases productivity Enhances consistency and reliability Increase efficiency and quality Creates systems flexibility & adaptability 01 06 02 05 03 04 Advanced Automation Standards
• Projected utility scale solar installations for 2026 is appx. 43.4 GW compared to 34.7 GW in 2025 • Growth of AI, data centers, electric vehicles, and manufacturing drives demands on the grid, partially offset by labor shortages and interconnection delays • Domestic production of solar cells and wafers is minimal • Near term domestic solar cell production projected to decline at ~7% from 2025 to 2027 and then increase by 3% between 2028 and 2030. U.S. PV Installation Historical and Forecast by Segment: 2014 - 2036 Neutral Demand Outlook Constrained Domestic Supply Source: Solar Market Insight Report 2025 Year in Review – SEIA EIA: Solar and Battery Drive Record US Grid Expansion in 2026 18 U.S. Solar Module Supply Chain Capacity 18 Capturing Opportunities in the U.S. Solar Market Demand
Inflation Reduction Act (IRA) currently offers attractive incentives for U.S.-based module production Anti-dumping (AD) and countervailing duties (CVD) investigations disrupted imports from SE Asia in 2H 2024, as well as India, Indonesia and Laos as of Feb 2026 Balanced strategy for a range of policy outcomes • Anticipate that IRA incentives will be viewed as energy security issue • Domestic manufacturers remain highly dependent on policy support • TOYO Houston strategy expected to receive $0.07 per watt tax incentives under Section 45X (through 2030) • Individual AD rate for Vietnam is approximately 79.92% and CVD is approximately 124.57% • Vietnam cells serve non-U.S. high-growth markets • Supplying US market from Ethiopian 4 GW solar cell plant & other non-AD/CVD affected production lines Inflation Reduction Act Construct Incentive Wafer Cell Module $12 / m2 $0.04 / watt $0.07 / watt 19 Why TOYO Now: Favorable Global Platform Optimized for US Utility Scale Customers
TOYO is focused on further developing the clean energy industry, adhering to a responsible global supply chain strategy, and contributing to the sustainable development of human beings with more professional, efficient and cleaner products. Social Responsibility High level of Material Traceability 20 Committed to Environmental Stewardship
Why Invest in TOYO Five reasons TOYO is positioned to lead the non-FEOC solar transition 01 Large-scale non- FEOC Solar Cell Supplier 4.5 GW shipped globally · FY2025 02 Scaling U.S. Module Production 2 GW Houston · Expected Section 45X eligible 03 Planned Domestic Cell Manufacturing Moving toward an integrated supply chain 04 ~82% Shipment CAGR 2024–2026E $427M revenue · 7× growth in two years 05 Strong & improving Profitability $90-100 M in expected adjusted net income in 2026 21
22 Summary Financials
Key Metrics 1.45 GW Solar cells shipped Q1 2026 (unaudited) 23 $142.8M Revenues 55.9 MW Solar modules shipped $28.4M Net Income *Q1 2025 and 2026 figures are unaudited
Use of Non-GAAP Financial Measure Some of the financial information and data contained in this press release, such as EBITDA, Adjusted EBITDA and Adjusted Net Income have not been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). TOYO believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to TOYO's financial condition and results of operations. TOYO's management uses these non-GAAP measures for trend analysis and for budgeting and planning purposes. TOYO believes that the use of these non-GAAP measures provides an additional tool for investors to evaluate projected operating results and trends, as well as compare TOYO's financial measures with those of other similar companies, many of which also present similar non-GAAP financial measures to investors. Management of TOYO does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses such as share-based compensation and changes in fair value of contingent consideration and income that are required by GAAP to be recorded in TOYO's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. You should review TOYO's audited financial statements, which are presented in the most recent annual report on Form 20-F filed with the SEC on March 31, 2026, and not rely on any single financial measure to evaluate TOYO's business.
Q1 2026 Financial Summary** (USD in millions, except per share amounts) 1Q 2026 1Q 2025 Revenues 142.8 51.5 Gross Profit 47.8 4.8 Operating expenses 11.5 6.1 Net income/(Net Loss) 28.4 (3.7) Earnings (Loss) per share 0.75 (0.07) **Unaudited and unreviewed * Changes in fair value of contingent consideration is related to changes in fair value of earn-out shares
Reconciliation of GAAP to Non-GAAP Measures** (Stated in US dollars) ** **Unaudited and unreviewed * Changes in fair value of contingent consideration is related to changes in fair value of earn-out shares Reconciliation of non-GAAP measures Q1 2026 Q1 2025 Net income (loss) 28,411,204 (3,715,975) Income tax 5,534,330 1,104,459 Interest expenses, net 785,260 579,049 Depreciation and amortization 12,643,752 4,778,459 Amortization of right-of-use assets 731,753 (391,271) Amortization of long-term prepaid expenses 41,032 42,251 EBITDA (Non-GAAP) 48,147,331 2,396,972 Adjustments Share-based compensation 154,900 9,000 Changes in fair value of contingent consideration* — 400,030 Adjusted EBITDA (Non-GAAP) 48,302,231 2,806,002
27 Appendix
CONSOLIDATED BALANCE SHEETS (Currency expressed in United States Dollars ("US$"), except for number of shares) • The share information is presented on a retroactive basis to reflect the reorganization effected on February 27, 2024 (Note 1).
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Currency expressed in United States Dollars ("US$"), except for number of shares) • The shares and per share information are presented on a retroactive basis to reflect the reorganization effected on February 27, 2024 (Note 1).
UNAUDITED CONSOLIDATED STATEMENTS CASH FLOWS (Currency expressed in United States Dollars ("US$"), except for number of shares)
Exhibit 99.4
TOYO Co., Ltd Announces Unaudited and Unreviewed First Quarter 2026 Financial Results and Reaffirms Guidance
TOKYO, Japan, May 18, 2026 – TOYO Co., Ltd (Nasdaq: TOYO) (OTC: TOYWF), (“TOYO” or the “Company”), a solar solution company, today announced its unaudited and unreviewed financial results for the first quarter ended March 31, 2026, and reaffirmed its 2026 guidance.
First Quarter 2026 Highlights
| ● | Revenues of $142.8 million, an increase of 177.0% year-over-year |
| ● | Net income of $28.4 million, compared to a net loss of $3.7 million in Q1 2025 |
| ● | EBITDA (Non-GAAP) of $48.1 million, compared to EBITDA of $2.4 million in Q1 2025 |
| ● | Adjusted EBITDA (Non-GAAP) of $48.3 million, compared to adjusted EBITDA $2.8 million in Q1 2025 |
| ● | Net income per diluted share of $0.75, compared to net loss per diluted share of $0.10 in Q1 2025 |
“We delivered a powerful start to 2026, achieving strong first-quarter revenue and net income growth that reflects the successful scale-up of our advanced manufacturing capabilities,” said Takahiko Onozuka, Chairman and CEO of TOYO. “Our ability to deliver 177% year-over-year sales growth while delivering record net income of $28.4 million demonstrates the strength of demand for our solar solutions and our team’s disciplined execution.”
Unaudited First Quarter 2026 Results
Revenues for the first quarter of 2026 were approximately $142.8 million, which increased 177.0% from $51.5 million in the same period in 2025. The increase was primarily driven by higher solar cell and solar module sales volumes.
The cost of revenues was approximately $95.0 million for the first quarter of 2026, compared to $46.7 million for the same period in 2025.
Gross profit was approximately $47.8 million for the first quarter of 2026, an 894.8% increase compared to $4.8 million for the same period in 2025. Gross margin improved to 33.5% for the first quarter of 2026 from 9.3% in the first quarter of 2025. The increase in gross profit margin was primarily due to our expansion of production capacity, increased production efficiencies and improved economies of scale as the Company successfully ramped up its solar cell facility.
Total operating expenses increased to approximately $11.5 million for the first quarter of 2026 from $6.1 million for the same period in 2025.
Selling and marketing expenses were $2.0 million for the first quarter of 2026 compared to $0.5 million for the same period in 2025. The increase in selling and marketing expenses was primarily due to a sales commission increase in line with an increase in revenues, testing fees and advertising expenses, as well as payroll and benefits.
General and administrative expenses were $9.5 million for the first quarter of 2026, compared to $5.6 million for the same period in 2025. The increase was primarily driven by an increase in the scale of operations as the Company brought its new 4GW cell manufacturing line and new module facility in Houston online over the course of 2025.
EBITDA (Non-GAAP) was $48.1 million for the first quarter of 2026, compared to EBITDA of $2.4 million for the same period in 2025.
Adjusted EBITDA (Non-GAAP) was $48.3 million for the first quarter of 2026, compared to $2.8 million for the same period in 2025, an increase of approximately $45.5 million. The improvement reflects the Company’s revenue scale-up, increase in gross margin, and disciplined operating expense management.
Net income was approximately $28.4 million for the first quarter of 2026, compared to a net loss of $3.7 million for the same period in 2025.
Earnings per share, basic and diluted, for the first quarter of 2026 was $0.75 compared to loss per share attributable to TOYO shareholders, basic and diluted, of $0.10 in the first quarter of the prior year.
As of March 31, 2026, the Company had $72.2 million in cash and restricted cash (including non-current restricted cash), compared to $58.9 million as of December 31, 2025. As of March 31, 2026, cash and cash equivalents were $54.4 million, with $4.5 million in current restricted cash and $13.4 million in non-current restricted cash, primarily securing letters of credit and bank facilities.
Business Outlook
“Following our strong first-quarter performance, we are reaffirming our full-year 2026 outlook, which reflects our confidence in the sustained U.S. demand for high-efficiency solar solutions,” said Takahiko Onozuka, Chairman and CEO of TOYO. “We anticipate solar cell shipments to reach between 5.5 GW and 5.8 GW in 2026, bolstered by our scaled manufacturing capabilities. Furthermore, as we deepen our downstream presence, we expect solar module shipments to reach 1.0 GW to 1.3 GW this year. We expect, with our focus on supply chain resilience, to achieve a full-year adjusted net income in the range of $90 million to $100 million.”
“We are continuing to move forward with our plans for a domestic cell plant as part of our commitment to reshore solar production and advance toward a more integrated supply chain in the United States to meet the needs of our customers for high performance solar solutions aligned with the evolving policy environment. We are also moving forward to establish a U.S. R&D center to bring next-generation technologies that will bolster energy security and meet the surging demand for on- and off-grid electricity to power the AI economy,” Mr. Onozuka concluded.
2
Conference Call
TOYO will host a webcast and conference call to discuss its first quarter 2026 results on May 18, 2026, at 8:30 a.m. ET. A live webcast and a slide presentation will be available on TOYO’s investor relations website in the “Events” section at investors.toyo-solar.com.
The dial-in numbers for the conference call are as follows:
Participant Toll-Free Dial-In Number: (800) 715-9871
Participant Toll Dial-In Number: +1 (646) 307-1963
Japan - Tokyo: +81.3.4578.9081
Conference ID: 7240281
Live Webcast: https://events.q4inc.com/attendee/608479759
Exchange Rate Information
This announcement contains translations of certain Vietnamese Dong, or VND, amounts into U.S. dollars at a specified rate solely for the reader’s convenience. VND exchange rate for balance sheet items, except for equity accounts made at a rate of VND26,328 to US$1.00, the exchange rate as of March 31, 2026, translations related to items in the statement of operations and comprehensive income, and statement of cashflows from VND to U.S. dollars and from U.S. dollars to VND are made at a rate of VND 26,169 to US$1.00, for the three months ended March 31, 2026. The Company makes no representation that the VND or U.S. dollar amounts referenced could be converted into U.S. dollars or VND, as the case may be, at any particular rate or at all.
About TOYO Co., Ltd.
TOYO is a solar solutions company that is committed to becoming a full-service solar solutions provider in the global market, integrating the upstream production of wafers and silicon, midstream production of solar cells, downstream production of photovoltaic modules, and potentially other stages of the solar power supply chain. TOYO is well-positioned to produce high-quality solar cells at a competitive scale and cost.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the expected growth of TOYO, the expected order delivery of TOYO, TOYO’s construction plan of manufacturing facilities, and strategies of building up an integrated value chain in the U.S. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of TOYO’s management and are not predictions of actual performance.
3
These statements involve risks, uncertainties, and other factors that may cause actual results, activity levels, performance, or achievements to materially differ from those expressed or implied by these forward-looking statements. Although TOYO believes that it has a reasonable basis for each forward-looking statement contained in this press release, TOYO cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there are risks and uncertainties described in the documents filed by TOYO from time to time with the Securities and Exchange Commission (the “SEC”). These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
TOYO cannot assure you that the forward-looking statements in this press release will prove to be accurate. These forward-looking statements are subject to several risks and uncertainties, including, among others, the outcome of any potential litigation, government or regulatory proceedings, the sales performance of TOYO, and other risks and uncertainties, including but not limited to those included under the heading “Risk Factors” of the filings of TOYO with the SEC. There may be additional risks that TOYO does not presently know or that TOYO currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The forward-looking statements in this press release represent the views of TOYO as of the date of this press release. Subsequent events and developments may cause those views to change. However, while TOYO may update these forward-looking statements in the future, there is no current intention to do so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of TOYO as of any date subsequent to the date of this press release. Except as may be required by law, TOYO does not undertake any duty to update these forward-looking statements.
Contact Information:
For TOYO Co., Ltd.
IR@toyo-solar.com
Crocker Coulson
Email: crocker.coulson@aumadvisors.com
Tel: (646) 652-7185
4
Non-GAAP Measures
Some of the financial information and data contained in this press release, such as EBITDA and Adjusted EBITDA, have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). TOYO believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to TOYO’s financial condition and results of operations. TOYO’s management uses these non-GAAP measures for trend analysis and for budgeting and planning purposes. TOYO believes that the use of these non-GAAP measures provides an additional tool for investors to evaluate projected operating results and trends, as well as compare TOYO’s financial measures with those of other similar companies, many of which also present similar non-GAAP financial measures to investors.
The management of TOYO does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses such as share-based compensation and changes in fair value of contingent consideration and income that are required by GAAP to be recorded in TOYO’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. You should review TOYO’s audited financial statements, which are presented in the most recent annual report on Form 20-F filed with the SEC on March 31, 2026, and not rely on any single financial measure to evaluate TOYO’s business, results of operations and financial condition.
5
TOYO Co., Ltd
CONSOLIDATED BALANCE SHEETS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| March 31, 2026 | December 31, 2025 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 54,364,065 | $ | 51,634,374 | ||||
| Restricted cash | 4,450,848 | 714,245 | ||||||
| Accounts receivable, net | 15,259,069 | 11,253,459 | ||||||
| Accounts receivable – related parties | 2,678,368 | 494,695 | ||||||
| Prepayments | 12,781,320 | 25,407,080 | ||||||
| Prepayments – a related party | 72,264 | 72,264 | ||||||
| Inventories, net | 114,468,059 | 79,986,077 | ||||||
| Other current assets | 3,554,950 | 2,282,883 | ||||||
| Total Current Assets | 207,628,943 | 171,845,077 | ||||||
| Non-current Assets | ||||||||
| Restricted cash, non-current | 13,375,915 | 6,511,407 | ||||||
| Long-term prepaid expenses | 6,783,773 | 6,834,162 | ||||||
| Deposits for property and equipment | 2,636,845 | 776,627 | ||||||
| Property and equipment, net | 213,379,252 | 220,648,149 | ||||||
| Right of use assets | 33,548,825 | 34,354,338 | ||||||
| Deferred tax assets | 418,117 | 178,107 | ||||||
| Other non-current assets | 505,856 | 285,954 | ||||||
| Total Non-current Assets | 270,648,583 | 269,588,744 | ||||||
| Total Assets | $ | 478,277,526 | $ | 441,433,821 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Short-term bank borrowings | $ | 29,897,383 | $ | 30,648,493 | ||||
| Accounts payable | 48,203,058 | 52,376,724 | ||||||
| Accounts payable – related parties | 2,640,420 | 3,269,212 | ||||||
| Contract liabilities | 48,718,679 | 27,592,381 | ||||||
| Contract liabilities – related parties | 84,704,620 | 80,348,303 | ||||||
| Income tax payable | 21,142,539 | 15,386,467 | ||||||
| Due to related parties | 51,098,926 | 62,328,287 | ||||||
| Other payable and accrued expenses | 13,688,444 | 15,415,684 | ||||||
| Lease liabilities, current | 3,271,804 | 2,867,727 | ||||||
| Long-term bank borrowings, current portion | 1,361,334 | 5,471,119 | ||||||
| Total Current Liabilities | 304,727,207 | 295,704,397 | ||||||
| Lease liabilities, non-current | 33,758,680 | 34,474,040 | ||||||
| Total Non-current Liabilities | 33,758,680 | 34,474,040 | ||||||
| Total Liabilities | 338,485,887 | 330,178,437 | ||||||
| Commitments and Contingencies (Note 16) | ||||||||
| Shareholders’ Equity | ||||||||
| Ordinary shares (par value $0.0001 per share, 500,000,000 shares authorized, 37,758,997 shares and 37,758,997 shares issued as of March 31, 2026 and December 31, 2025, and 37,758,997 shares and 36,712,040 shares outstanding as of March 31, 2026 and December 31, 2025, respectively) | 3,776 | 3,671 | ||||||
| Additional paid-in capital | 28,934,762 | 28,779,967 | ||||||
| Retained earnings | 118,387,588 | 89,976,384 | ||||||
| Accumulated other comprehensive loss | (7,534,487 | ) | (7,504,638 | ) | ||||
| Total Shareholders’ Equity | 139,791,639 | 111,255,384 | ||||||
| Total Liabilities and Shareholders’ Equity | $ | 478,277,526 | $ | 441,433,821 | ||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
6
TOYO Co., Ltd
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues from related parties | $ | 35,957,714 | $ | 10,521,150 | ||||
| Revenues from third parties | 106,815,744 | 41,023,361 | ||||||
| Revenues | 142,773,458 | 51,544,511 | ||||||
| Cost of revenues – related parties | (28,475,589 | ) | (8,857,358 | ) | ||||
| Cost of revenues – third parties | (66,536,671 | ) | (37,885,919 | ) | ||||
| Cost of revenues | (95,012,260 | ) | (46,743,277 | ) | ||||
| Gross profit | 47,761,198 | 4,801,234 | ||||||
| Operating expenses | ||||||||
| Selling and marketing expenses | (2,007,392 | ) | (456,087 | ) | ||||
| General and administrative expenses | (9,483,762 | ) | (5,609,919 | ) | ||||
| Total operating expenses | (11,491,154 | ) | (6,066,006 | ) | ||||
| Income (loss) from operations | 36,270,044 | (1,264,772 | ) | |||||
| Other expenses | ||||||||
| Interest expenses, net | (785,260 | ) | (579,049 | ) | ||||
| Other expenses, net | (1,539,250 | ) | (367,665 | ) | ||||
| Changes in fair value of contingent consideration payable | — | (400,030 | ) | |||||
| Total other expenses, net | (2,324,510 | ) | (1,346,744 | ) | ||||
| Income (loss) before income taxes | 33,945,534 | (2,611,516 | ) | |||||
| Income tax expenses | (5,534,330 | ) | (1,104,459 | ) | ||||
| Net income (loss) | $ | 28,411,204 | $ | (3,715,975 | ) | |||
| Less: net loss attributable to noncontrolling interests | — | (462,753 | ) | |||||
| Net income (loss) attributable to TOYO Co., Ltd.’s shareholders | $ | 28,411,204 | $ | (3,253,222 | ) | |||
| Other comprehensive loss | ||||||||
| Foreign currency translation adjustment | (29,849 | ) | (479,189 | ) | ||||
| Comprehensive income (loss) | $ | 28,381,355 | $ | (4,195,164 | ) | |||
| Less: net loss attributable to noncontrolling interests | — | (462,753 | ) | |||||
| Comprehensive income (loss) attributable to TOYO Co., Ltd.’s shareholders | $ | 28,381,355 | $ | (3,732,411 | ) | |||
| Weighted average number of ordinary share outstanding– basic * | 37,678,920 | 33,595,743 | ||||||
| Earnings (loss) per share – basic * | $ | 0.75 | $ | (0.10 | ) | |||
| Weighted average number of ordinary share outstanding– diluted * | 37,693,224 | 33,595,743 | ||||||
| Earnings (loss) per share –diluted * | $ | 0.75 | $ | (0.10 | ) | |||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
7
TOYO Co., Ltd
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Currency expressed in United States Dollars (“US$”)
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by operating activities | $ | 33,439,100 | $ | 3,721,457 | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | (4,594,653 | ) | (16,042,826 | ) | ||||
| Net cash used in investing activities | (4,594,653 | ) | (16,042,826 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from short-term bank borrowings | 40,492,046 | 9,578,453 | ||||||
| Repayment of short-term bank borrowings | (41,204,386 | ) | (9,551,661 | ) | ||||
| Repayment of long-term bank borrowings | (4,127,021 | ) | (3,564,964 | ) | ||||
| Proceeds of borrowings from a related party | — | 12,000,000 | ||||||
| Repayment of borrowings to a related party | (11,000,000 | ) | — | |||||
| Net cash (used in) provided by financing activities | (15,839,361 | ) | 8,461,828 | |||||
| Effect of exchange rate changes on cash and restricted cash | 325,716 | (797,384 | ) | |||||
| Net increase (decrease) in cash and restricted cash | 13,330,802 | (4,656,925 | ) | |||||
| Cash and restricted cash at beginning of year | 58,860,026 | 17,149,389 | ||||||
| Cash and restricted cash at end of year | $ | 72,190,828 | $ | 12,492,464 | ||||
| Supplemental cash flow information | ||||||||
| Cash paid for interest expense | $ | 552,934 | $ | 506,596 | ||||
| Cash paid for income tax | $ | 18,267 | $ | — | ||||
| Noncash investing and financing activities | ||||||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ | — | $ | 1,863,841 | ||||
| Payables related to purchase of property and equipment | $ | 2,640,420 | $ | 4,952,299 | ||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
8
Reconciliation of GAAP to Non-GAAP Measures** (Stated in US dollars, except per share amounts)
| Reconciliation of non-GAAP measures | Q1 2026 | Q1 2025 | ||||||
| Net income (loss) | 28,411,204 | (3,715,975 | ) | |||||
| Income tax | 5,534,330 | 1,104,459 | ||||||
| Interest expenses, net | 785,260 | 579,049 | ||||||
| Depreciation and amortization | 12,643,752 | 4,778,459 | ||||||
| Amortization of right-of-use assets | 731,753 | (391,271 | ) | |||||
| Amortization of long-term prepaid expenses | 41,032 | 42,251 | ||||||
| EBITDA (Non-GAAP) | 48,147,331 | 2,396,972 | ||||||
| Adjustments | ||||||||
| Share-based compensation | 154,900 | 9,000 | ||||||
| Changes in fair value of contingent consideration* | — | 400,030 | ||||||
| Adjusted EBITDA (Non-GAAP) | 48,302,231 | 2,806,002 | ||||||
| ** | Unaudited and unreviewed |
| * | Changes in fair value of contingent consideration relates to changes in fair value of earn-out shares |
9