SEC Comment Letter 0000000000-24-011332 to TOYO Co., Ltd (TOYO)
TOYO Co., Ltd
Date: Oct. 7, 2024 · CIK: 0001985273 · Accession: 0000000000-24-011332
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October 7, 2024 Junsei Ryu Chief Executive Officer 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-1 Submitted October 3, 2024 CIK No. 0001985273 Dear Junsei Ryu: We have reviewed your draft registration statement and have the following comment(s). 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-1 filed October 3, 2024 General 1.Please revise your registration statement to include audited financial statements for Blue World Acquisition Corporation for the period ended June 30, 2024 or tell us why you are not required to do so. Refer to Rule 15-01(e) of Regulation S-X. Plan of Distribution, page 115 We note your disclosure on page 116 that your selling securityholders may sell their securities in one or more underwritten offerings on a firm commitment or best efforts basis. Please confirm your understanding that the retention by a selling 2.
October 7, 2024 Page 2 securityholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. In addition, please revise to provide the undertakings required by Item 512(a) of Regulation S-K Please contact Bradley Ecker at 202-551-4985 or Erin Purnell at 202-551-3454 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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October 7, 2024
Junsei Ryu
Chief Executive Officer
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-1
Submitted October 3, 2024
CIK No. 0001985273
Dear Junsei Ryu:
We have reviewed your draft registration statement and have the following
comment(s).
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-1 filed October 3, 2024
General
1.Please revise your registration statement to include audited financial statements for
Blue World Acquisition Corporation for the period ended June 30, 2024 or tell us why
you are not required to do so. Refer to Rule 15-01(e) of Regulation S-X.
Plan of Distribution, page 115
We note your disclosure on page 116 that your selling securityholders may sell their
securities in one or more underwritten offerings on a firm commitment or best efforts
basis. Please confirm your understanding that the retention by a selling 2.
October 7, 2024
Page 2
securityholder of an underwriter would constitute a material change to your plan of
distribution requiring a post-effective amendment. In addition, please revise to
provide the undertakings required by Item 512(a) of Regulation S-K
Please contact Bradley Ecker at 202-551-4985 or Erin Purnell at 202-551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing