SEC Comment Letter 0000000000-24-003082 to TOYO Co., Ltd (TOYO)
TOYO Co., Ltd
Date: March 21, 2024 · CIK: 0001985273 · Accession: 0000000000-24-003082
AI Filing Summary & Sentiment
File numbers found in text: 333-277779
Letter
United States securities and exchange commission logo March 21, 2024 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 Amendment No. 1 to Registration Statement on Form F-4 Filed March 19, 2024 File No. 333-277779 Dear Junsei Ryu: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our March 14, 2024 letter. Amendment 1 to Form F-4 Unaudited Pro Forma Combined Balance Sheet, page 152 1.We note your response prior comment 3 and reissue the comment in its entirety. Please note that the balance sheet represents a point in time (i.e. June 30, 2023) and pro forma balance sheets are meant to represent the balance sheet as if certain transactions had occurred at that point in time. Therefore, if the extension notes, working capital loans, and Fuji expenses notes occurred at June 30, 2023, those liabilities would be reflected in the pro forma balance sheet at that point in time. Please revise accordingly. 2.Your response to comment 3 indicates that you have adjustments for conversion of Class B shares into Class A shares. In this regard, we note adjustment (k) which reflects the conversion of 400,000 Class B shares into Class A shares by Fuji Solar. Given that page
FirstName LastNameJunsei Ryu Comapany NameTOYO Co., Ltd March 21, 2024 Page 2 FirstName LastName Junsei Ryu TOYO Co., Ltd March 21, 2024 Page 2 F-53 states that 700,000 Class B shares were converted to Class A shares by Fuji Solar and another shareholder, please clarify where the other 300,000 conversion is reflected in the pro forma statement of operations. 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 Alexander 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
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United States securities and exchange commission logo
March 21, 2024
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
Amendment No. 1 to Registration Statement on Form F-4
Filed March 19, 2024
File No. 333-277779
Dear Junsei Ryu:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 14, 2024 letter.
Amendment 1 to Form F-4
Unaudited Pro Forma Combined Balance Sheet, page 152
1.We note your response prior comment 3 and reissue the comment in its entirety. Please
note that the balance sheet represents a point in time (i.e. June 30, 2023) and pro forma
balance sheets are meant to represent the balance sheet as if certain transactions had
occurred at that point in time. Therefore, if the extension notes, working capital loans,
and Fuji expenses notes occurred at June 30, 2023, those liabilities would be reflected in
the pro forma balance sheet at that point in time. Please revise accordingly.
2.Your response to comment 3 indicates that you have adjustments for conversion of Class
B shares into Class A shares. In this regard, we note adjustment (k) which reflects the
conversion of 400,000 Class B shares into Class A shares by Fuji Solar. Given that page
FirstName LastNameJunsei Ryu
Comapany NameTOYO Co., Ltd
March 21, 2024 Page 2
FirstName LastName
Junsei Ryu
TOYO Co., Ltd
March 21, 2024
Page 2
F-53 states that 700,000 Class B shares were converted to Class A shares by Fuji Solar
and another shareholder, please clarify where the other 300,000 conversion is reflected in
the pro forma statement of operations.
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 Alexander 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