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United States securities and exchange commission logo
October 12, 2023
Junsei Ryu
Chairman and CEO
TOYO Co., Ltd
Tennoz First Tower F5, 2-2-4
Higashi-shinagawa, Shinagawa-ku
Tokyo, Japan 140-0002
Re:TOYO Co., Ltd
Draft Registration Statement on Form F-4
Submitted September 15, 2023
CIK No. 0001985273
Dear Junsei Ryu:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-4
Summary of the Proxy Statement/Prospectus
The Parties to the Transaction
TOYO Solar, page 29
1.Please revise to clearly state that TOYO Solar is an early-stage company.
Interests of BWAQ's Directors and Officers in the Transaction, page 40
2.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.

 FirstName LastNameJunsei Ryu
 Comapany NameTOYO Co., Ltd
 October 12, 2023 Page 2
 FirstName LastName
Junsei Ryu
TOYO Co., Ltd
October 12, 2023
Page 2
Foreign Private Issuer, page 42
3.We note your cross-reference to a risk factor titled "PubCo will qualify as a foreign
private issuer..." There does not appear to be a risk factor with that title. Please revise for
consistency.
Controlled Company, page 43
4.We note your disclosure on page 210 that Fuji Solar and Junsei Ryu, the Chairman and
CEO of PubCo, will beneficially own up to 94.9% of the shares immediately after the
closing of the transactions. Wherever you note that Fuji Solar will control "a majority" of
the voting power of PubCo's outstanding ordinary shares, please revise to provide the
specific ownership amount. In addition, please also identify your Chairman and CEO as a
controlling shareholder. Further, please revise the cover page to disclose that Fuji Solar
and Junsei Ryu will be controlling shareholders.
Risk Factors
Extreme weather conditions and natural disasters may adversely affect our operations, page 59
5.We note your risk factor that your supply chain may be impacted by extreme weather.
Update your risks characterized as potential if recent supply chain disruptions have
impacted your operations.
Proposal No. 1 - The Business Combination Proposal
Target Search, page 106
6.Please discuss any further communications, if any, between BWAQ and Candidate Two
between the June 2022 discussion and the July 7, 2023 letter from the Candidate
terminating any interest in a proposed business combination.
7.Please identify the legal entity name of "R&C."
Certain Projected Financial Information, page 119
8.Please address the following with regard to the table of projected information on page
121:
•Disclose and explain the bases for and the nature of the material estimates
and assumptions that underlie the line items presented in the table. Please ensure that
the level of detail provided is sufficient for an investor to evaluate and understand the
reasonableness of the estimates, assumptions, uncertainties and/or variables
underlying the projections as well as the inherent limitations on the reliability of the
projections in order to make informed voting and investment decisions.
•We note the projected revenue significantly increases in 2024.  Please revise your
disclosure to clearly describe the basis for projecting this revenue growth,
specifically, the basis for the projected sales for each year in the forecast period and
the factors or contingencies that would affect such growth ultimately materializing.

 FirstName LastNameJunsei Ryu
 Comapany NameTOYO Co., Ltd
 October 12, 2023 Page 3
 FirstName LastNameJunsei Ryu
TOYO Co., Ltd
October 12, 2023
Page 3
For example, please clarify whether these projections assume any new market
entrants during this period or take into account macroeconomic factors.
•You disclose that "TOYO Solar’s management provided to BWAQ and Primary
Capital, its non-public, four-year internal financial forecasts regarding TOYO Solar’s
anticipated future operations for fiscal 2023 through fiscal 2026. The financial
forecasts provided to Primary Capital were developed following a process in which
TOYO Solar provided draft forecasts to BWAQ’s management for review. As part of
the review process, BWAQ’s management suggested certain modifications in the
financial model underlying the forecasts and this process ultimately led to the
development of the financial forecasts provided to Primary Capital."  Please describe
in more detail the process undertaken to formulate the forecasts and the parties who
participated in the preparation of the forecasts. Explain and quantify the adjustments
that BWAQ's management made to the initial forecasts provided by TOYO and the
reasons for the adjustments.
Unaudited Pro Forma Condensed Combined Financial Information
Introduction, page 139
9.Your first bullet point concerning the pro forma statements of operations states that the
TOYO Solar statement of operations is presented from inception on November 8, 2022
through December 31, 2023.  Please clarify if this should be December 31, 2022.
Unaudited Pro Forma Combined Balance Sheet as of March 31, 2023, page 142
10.Please clarify adjustment (d) given that the balance sheet reflects adjustments of $5.7
million, but note d on page 144 refers to $4.2 million.
Notes and adjustment to Unaudited Pro Forma Condensed Combined Statement of Operations,
page 146
11.Please revise adjustment (b) to also include the calculation of the weighted average shares
for the maximum redemption scenario.
12.In a related matter, please revise adjustment (b) to add notation to the pro formas
concerning the possible changes in shares related to the Sponsor Earnout Equities detailed
on page 99.
Information Related to TOYO Solar, page 181
13.We note your intentions to eventually construct your own wafer slicing plant. Please
clarify whether this plant is intended to be located within the United States or elsewhere.
5. Long-Term Prepaid Expenses, page F-12
14.Your disclosure indicates that you paid a service fee of $8 million related to a lease
discussed in note 6.  Note 6 states that the lease payments are $33,330 per annum, or

 FirstName LastNameJunsei Ryu
 Comapany NameTOYO Co., Ltd
 October 12, 2023 Page 4
 FirstName LastName
Junsei Ryu
TOYO Co., Ltd
October 12, 2023
Page 4
approximately $1.3 million over the 40 years rent must be paid.  Please address the
following:
•Clarify the nature of the service fee and how this amount differs from the amount of
rents to be paid.
•Tell us how you recorded the $1.6 million paid by a related party and whether this
amount was paid for the service fee or advance rent payments.
•Disclose whether any further amounts are due for the service fee and when such
amounts will be paid.
Financial Statements
Vietnam Sunergy Cell Company Limited December 31, 2022 Financial Statements
Notes to Financial Statements
3. Liquidity Condition and Going Concern, page F-12
15.Please clarify your statement on generating net income since year ended December 31,
2023 given the period December 31, 2023 has not yet occurred.
General
16.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions, especially in
light of Russia’s invasion of Ukraine and the effectiveness of the Uyghur Forced Labor
Protection Act (the "UFLPA"). For example, discuss whether you have or expect to:
•suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials, parts, or equipment; inventory shortages; closed factories or stores;
reduced headcount; or delayed projects;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials (e.g., nickel, palladium, neon, cobalt, iron, platinum or
other raw material sourced from Russia, Belarus, or Ukraine OR cotton, polysilicon,
certain food products such as tomato paste, lithium, nickel, manganese, beryllium,
copper, gold or other raw material sourced from Western China);
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
•be unable to supply products at competitive prices or at all due to export
restrictions, sanctions, tariffs, trade barriers, or political or trade tensions among
countries; or
•be exposed to supply chain risk in light of Russia’s invasion of Ukraine, the
effectiveness of the UFLPA. and/or related geopolitical tension or have sought to
“de-globalize” your supply chain.
Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.

 FirstName LastNameJunsei Ryu
 Comapany NameTOYO Co., Ltd
 October 12, 2023 Page 5
 FirstName LastName
Junsei Ryu
TOYO Co., Ltd
October 12, 2023
Page 5
17.Please revise to discuss clearly and specifically each of the corporate governance
exemptions available to you as a controlled company and as a foreign private issuer and
whether you intend to avail yourself of those exemptions.
18.Please tell us, with a view to disclosure, whether you have received notice from the
underwriter or any other firm engaged in connection with BWAQ's initial public offering
about ceasing involvement in your transaction and how that may impact your deal,
including the deferred underwriting compensation owed for the BWAQ’s initial public
offering.
            Please contact Heather Clark at 202-551-3624 or Kevin Stertzel at 202-551-3723 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alex King at 202-551-8631 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Will Cai