Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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TOYO Co., Ltd (Name of Issuer) |
Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G8976D107 (CUSIP Number) |
06/06/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G8976D107 |
| 1 | Names of Reporting Persons
N.A.GLOBAL. CO. LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,267,996.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.26 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Represents 3,267,996 ordinary shares, par value $0.0001 per share (the "Ordinary Shares"), of TOYO Co., Ltd (the "Issuer") directly held by N.A.GLOBAL. CO. LTD. ("NA Global"). Mr. Chong Chow Lee is the sole director and sole shareholder of NA Global and deemed to have voting, dispositive or investment powers over NA Global. (2) Based on an aggregate of 35,308,040 Ordinary Shares issued and outstanding as of the date hereof based on such information as disclosed in the Issuer's annual report on Form 20-F filed on May 12, 2025, giving effect to the cancellation of 11,287,703 earnout shares (See "Item 4.A. - History and Development of the Company - Earnout Shares" of such annual report for more details).
SCHEDULE 13G
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| CUSIP No. | G8976D107 |
| 1 | Names of Reporting Persons
Chong Chow Lee | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JAPAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,267,996.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.26 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Represents 3,267,996 Ordinary Shares of the Issuer directly held by NA Global. Mr. Chong Chow Lee is the sole director and sole shareholder of NA Global and deemed to have voting, dispositive or investment powers over NA Global. (2) Based on an aggregate of 35,308,040 Ordinary Shares issued and outstanding as of the date hereof based on such information as disclosed in the Issuer's annual report on Form 20-F filed on May 12, 2025, giving effect to the cancellation of 11,287,703 earnout shares (See "Item 4.A. - History and Development of the Company - Earnout Shares" of such annual report for more details).
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
TOYO Co., Ltd | |
| (b) | Address of issuer's principal executive offices:
Tennoz First Tower F16, 2-2-4, Higashi-shinagawa, Shinagawa-ku, Tokyo, Japan 140-0002 | |
| Item 2. | ||
| (a) | Name of person filing:
(1) N.A.GLOBAL. CO. LTD. (2) Chong Chow Lee | |
| (b) | Address or principal business office or, if none, residence:
(1) N.A.GLOBAL. CO. LTD.: 2-12-2, Taito Taito-Ku, Tokyo, Japan 110-0016 (2) Chong Chow Lee: c/o N.A.GLOBAL. CO. LTD.: 2-12-2, Taito Taito-Ku, Tokyo, Japan 110-0016 | |
| (c) | Citizenship:
(1) N.A.GLOBAL. CO. LTD.: a Japan corporation (2) Chong Chow Lee: Japanese | |
| (d) | Title of class of securities:
Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
G8976D107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(1) N.A.GLOBAL. CO. LTD.: 3,267,996 (2) Chong Chow Lee: 3,267,996 | |
| (b) | Percent of class:
(1) N.A.GLOBAL. CO. LTD.: 9.26% (2) Chong Chow Lee: 9.26% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
(1) N.A.GLOBAL. CO. LTD.: 3,267,996 (2) Chong Chow Lee: 3,267,996 | ||
| (ii) Shared power to vote or to direct the vote:
(1) N.A.GLOBAL. CO. LTD.: 0 (2) Chong Chow Lee: 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
(1) N.A.GLOBAL. CO. LTD.: 3,267,996 (2)Chong Chow Lee: 3,267,996 | ||
| (iv) Shared power to dispose or to direct the disposition of:
(1) N.A.GLOBAL. CO. LTD.: 0 (2) Chong Chow Lee: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit No. Title 1 Joint Filing Agreement, dated June 27, 2025 |