UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~June~~July 2026

Commission File Number: 001-42153

TOYO Co., Ltd

~~16F,~~ 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 ☐

~~Registered~~Departure ~~Direct~~of ~~Offering~~Director and Principal Officer

On June 2330, 2026, ~~TOYO Co~~Mr., ~~Ltd,~~Raymond Chung aresigned ~~Cayman~~from ~~Islands~~his ~~exempted~~position ~~company~~as (the ~~“Company”)~~Chief ~~entered~~Financial ~~into~~Officer ~~securities~~and ~~purchase~~a ~~agreements~~director ~~(the~~of ~~“Securities Purchase~~TOYO ~~Agreements”) with certain institutional investors (the “Investors”)~~Co., ~~pursuant to which the Company agreed to issue and sell~~Ltd, in a ~~registered~~Cayman ~~direct~~Islands ~~offering~~exempted ~~(the~~company ~~“Offering”):~~ (~~i) 4,545,456 ordinary shares (the~~ “~~Shares”)~~we,” ~~par~~“us” ~~value~~or ~~$0.0001 per share, of~~ the ~~Company (the~~ “~~Ordinary Shares~~Company”), ~~and~~effective ~~(ii) warrants to purchase 4,545,456 Ordinary Shares (the “Purchase Warrants”)~~immediately. ~~The Offering price per Share and Purchase Warrant is $11~~Mr.00 ~~for~~Chung’s ~~aggregate~~resignation ~~gross~~was ~~proceeds~~not ~~from~~ the ~~Offering~~ result of ~~approximately~~any ~~$50~~disagreement ~~million,~~with ~~before deducting~~ the ~~placement~~Company ~~agent~~on ~~fee~~any ~~(as~~matter ~~described~~relating into ~~greater~~the ~~detail~~Company’s ~~below)~~operations, ~~and~~policies ~~estimated~~or ~~offering expenses~~practices.

~~The~~Appointment ~~Purchase Warrants have an exercise price~~ of ~~$13.20~~Director ~~per share, are exercisable immediately upon issuance~~ and ~~will~~Principal expire five years from the issuance date. The Shares, the Purchase Warrants and the Ordinary Shares issuable upon the exercise of the Purchase Warrants were offered by the Company pursuant to an effective shelf registration statement on Form F-3 (File No. 333-290952) that was filed with the Securities and Exchange Commission (the “SEC”) on October 20, 2025 and became effective on November 9, 2025, including the base prospectus contained therein, and a related prospectus supplement dated as of June 23, 2026 filed with the SEC.Officer

On June 2530, 2026, the board ~~Company~~of ~~consummated~~directors of the ~~Offering~~Company appointed Mr. ~~The~~Yasunari Harada as the Chief Financial Officer and a director of the Company, ~~intends~~effective toJuly 1, ~~use~~2026. In connection with the ~~net~~appointment, ~~proceeds~~on ~~from~~July 1, 2026, the ~~Offering~~Company toentered ~~build~~into ~~its~~an ~~previously~~employment ~~announced~~agreement ~~1.5 GW~~and ~~heterojunction~~an ~~(HJT)~~indemnification agreement ~~solar~~with ~~cell~~Mr. ~~manufacturing~~Harada. ~~facility~~The interms of the ~~Houston~~agreements ~~metropolitan~~are ~~area,~~consistent ~~Texas,~~with asthe ~~well~~Company’s asstandard arrangements for ~~general~~its ~~corporate~~directors and ~~purposes~~executive officers.

AThe ~~holder~~following ~~(together~~sets ~~with~~forth certain ~~its~~information ~~affiliates)~~concerning ~~may not exercise any portion of~~ the ~~Purchase~~past ~~Warrants~~employment tohistory ~~the extent that the holder would own more than 4.99% (or, at the purchaser’s option upon issuance, 9.99%)~~ of ~~the Company’s outstanding Ordinary Shares immediately after exercise (the “Beneficial Ownership Limitation”)~~Mr. ~~However,~~Harada ~~upon~~and athis ~~least~~qualifications ~~61 days’ prior notice from the holder~~ to ~~the~~serve ~~Company,~~as a ~~holder may~~director ~~increase~~of ~~or decrease~~ the ~~Beneficial Ownership Limitation in accordance with the terms of Purchase Warrant, provided that it does not exceed 9.99%.~~Company:

~~The~~Mr. ~~Securities~~Yasunari ~~Purchase~~Harada ~~Agreements~~serves ~~contain~~as ~~customary~~our ~~representations~~Chief Financial Officer and ~~warranties~~a director. Mr. Harada has over 30 years’ experience in management and ~~agreements~~international finance, with a focus on the financial sector. Mr. Harada has served as a director of Khan Bank since October 2022. From December 2021 to June 2026, Mr. Harada served as the ~~Company~~President and ~~the~~Representative ~~Investors~~Director of HS Holding Co., Ltd and ~~customary~~has ~~indemnification~~served as an advisor of HS Holding ~~rights~~Co., ~~and~~Ltd ~~obligations~~since June 2026. From June 2022 to June 2026, Mr. Harada served as a director of ~~the~~JSC ~~parties~~Solid Bank. ~~Pursuant~~From March 2022 to ~~the~~June ~~terms~~2026, Mr. Harada served as a director of ~~the~~Kyrgyzkommertsbank. ~~Securities~~From ~~Purchase~~December ~~Agreements~~2021 to June 2026, ~~the~~Mr. ~~Company~~Harada ~~has~~served ~~agreed~~as a director of H.S. International (Asia) Limited. From December 2021 to ~~certain~~July 2022, Mr. Harada served as an advisor to Japan Kikan Capital and was a partner from July 2021 ~~restrictions~~to December 2021. From February 2013 to July 2021, Mr. Harada was a Managing Director at Société Générale Securities, Tokyo Branch focusing on the ~~issuance~~financial ~~and~~sector. ~~sale~~From ofJuly ~~its~~2008 ~~Ordinary~~to ~~Shares~~February or2013, ~~Ordinary~~Mr. ~~Share~~Harada ~~Equivalents~~was ~~(as~~a ~~defined~~Managing inExecutive ~~the~~Officer at Renaissance Capital Group Co., Ltd focusing on corporate restructurings. From February 2004 to July 2008, Mr. Harada was an Executive Director at BNP Paribas Securities, ~~Purchase~~Tokyo ~~Agreement)~~Branch focusing on the financial sector. From August 2001 to February 2004, Mr. Harada served ~~during~~as Vice President at Morgan Stanley Securities, Tokyo Branch focusing on the ~~90-day~~financial ~~period~~sector ~~following~~and corporate restructurings. Mr. Harada began his career with the ~~closing~~Industrial Bank of ~~the~~Japan ~~Offering~~in 1992. Mr. Harada has a bachelor of laws degree from Kyushu University and is fluent in Japanese and English.

InWe ~~connection~~believe ~~with the Offering, the Company entered into an engagement letter (the “Engagement Letter”) with Roth Capital Partners, LLC (“Roth Capital Partners”) and H~~Mr.C. ~~Wainwright~~Harada &is ~~Co., LLC (“Wainwright” and, together with Roth Capital~~qualified ~~Partners, the “Placement Agents”), pursuant~~ to ~~which the Placement Agents agreed to~~ serve as ~~the~~our ~~exclusive~~director ~~placement agents~~because ~~in connection with the Offering. As compensation for such placement agent services, the Company has agreed to pay the Placement Agents collectively (i) a cash fee equal to 5.50%~~ of ~~the~~his ~~aggregate~~extensive ~~gross~~experience ~~proceeds~~in ofmanagement ~~the Offering, (ii) up to $50,000 for fees~~ and ~~expenses~~international ~~of legal counsel and other out-of-pocket expenses, and (iii) clearing fees of $15,950~~finance.

~~The~~Copies ~~Ordinary~~of ~~Shares~~the form of the ~~are~~employment ~~listed~~agreement onand the ~~Nasdaq~~form ~~Capital~~of ~~Market.~~the ~~There~~indemnification isagreement noare ~~established~~attached ~~trading~~as ~~market~~Exhibits ~~for~~10.1 ~~the~~and ~~Purchase~~10.2, ~~Warrants~~respectively, ~~and~~to ~~the~~this ~~Company~~Report ~~does~~on ~~not~~Form ~~intend~~6-K and toare ~~list~~incorporated herein by reference. The foregoing descriptions of the ~~Purchase~~employment ~~Warrants~~agreement onand ~~any~~the ~~securities~~indemnification ~~exchange~~agreement ordo ~~nationally~~not purport ~~recognized~~to ~~trading~~be ~~system.~~complete ~~Without~~and aare ~~trading~~subject ~~market~~to, and are qualified in their entirety by, the ~~liquidity~~ full text of the ~~Purchase~~employment ~~Warrants~~agreement ~~may~~and bethe ~~extremely limited~~indemnification agreement.

~~The~~On ~~foregoing~~July ~~summaries of~~1, 2026, the ~~form~~Company issued ofa ~~Purchase~~press ~~Warrant~~release ~~and~~announcing the ~~form~~appointment of ~~Securities~~Mr. ~~Purchase~~Harada ~~Agreement~~as dothe ~~not~~Chief ~~purport~~Financial toOfficer ~~be complete~~ and ~~are~~a ~~subject~~director ~~to,~~of ~~and~~the ~~qualified in~~Company. ~~their~~A ~~entirety~~copy ~~by,~~of the ~~such~~press ~~documents~~release is attached as ~~Exhibits~~Exhibit 499.1 ~~and 10.1, respectively,~~ to this Report on Form 6-K, ~~which~~and ~~are~~is incorporated herein by reference.

A copy of the opinion of Harney Westwood & Riegels relating to the validity of the issuance and sale of the Shares and the validity of the issuance of the Ordinary Shares upon the exercise of the Purchase Warrants is attached as Exhibit 5.1 hereto. A copy of the opinion of Robinson & Cole LLP relating to the validity of the Purchase Warrants is attached as Exhibit 5.2 hereto.

On June 23, 2026, the Company issued a press release announcing the Offering, a copy of which is attached hereto as Exhibit 99.1, and incorporated by reference herein.

On June 26, 2026, the Company issued a press release announcing the closing of the Offering, a copy of which is attached hereto as Exhibit 99.2, and incorporated by reference herein.

This Report on Form 6-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

INCORPORATION BY REFERENCE

This Report on Form 6-K is hereby incorporated by reference in the Company’s registration ~~statement~~statements on Form F-3 (File NoNos. 333-290952 and 333-296846) and Form S-8 (File No. 333-284642) to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.		Description
4.1		Form of Purchase Warrants
10.1		Form of Employment Agreement (incorporated by reference to Exhibit 10.1 to the Report on Form 6-K filed by the Company with the SEC on March 25, 2026)
5.1		Opinion of Harney Westwood & Riegels
10.2		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Report on Form 6-K filed by the Company with the SEC on March 25, 2026)
5.2		Opinion of Robinson & Cole LLP
99.1		Press release dated July 1, 2026
10.1		Form of Securities Purchase Agreement
23.1		Consent of Harney Westwood & Riegels (included in Exhibit 5.1)
23.2		Consent of Robinson & Cole LLP (included in Exhibit 5.2)
99.1		Press Release dated June 24, 2026 – TOYO Co., Ltd. Announces $50 Million Registered Direct Offering
99.2		Press Release dated June 26, 2026 – TOYO Co., Ltd. Announces Closing of $50 Million Registered Direct Offering

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: ~~June~~July 266, 2026

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