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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(Amendment No. 1)*
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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) |
06/30/2026 (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)
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| 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
2,094,516.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.90 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Represents 2,094,516 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 power over NA Global. (2) Based on an aggregate of 42,718,948 Ordinary Shares issued and outstanding as of June 23, 2026 as disclosed in the Issuer's prospectus supplement (File No. 333-290952) dated June 23, 2026 and filed on June 25, 2026. (3) Excludes a total of 721,909 Ordinary Shares that have been pledged as collateral pursuant to three loan agreements entered into with a third-party lender on March 13, 2026 (225,000 Ordinary Shares), March 17, 2026 (275,000 Ordinary Shares) , April 23, 2026 (200,000 Ordinary Shares), July 6, 2026 (4,950 Ordinary Shares) and July 15, 2026 (16,959 Ordinary Shares). Under the terms of the loan agreements, the third-party lender does not have the power to vote or direct the vote of the pledged shares or dispose or direct the disposition of the pledged shares prior to an event of default. However, the pledged shares are deemed to be beneficially owned by the third-party lender as such lender does not satisfy the requirements under Rules 13-3(d)(3)(ii) and (iii) under the Securities Exchange Act of 1934, as amended. (4) NA Global sold (i) 74,251 Ordinary Shares between February 9, 2026 and March 5, 2026 and (ii) 377,320 Ordinary Shares between May 20, 2026 and June 24, 2026.
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
2,094,516.00 | ||||||||
| 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)
4.90 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Represents 2,094,516 Ordinary Shares 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 power over NA Global. (2) Based on an aggregate of 42,718,948 Ordinary Shares issued and outstanding as of June 23, 2026 as disclosed in the Issuer's prospectus supplement (File No. 333-290952) dated June 23, 2026 and filed on June 25, 2026. (3) Excludes 700,000 Ordinary Shares that have been pledged as collateral pursuant to three loan agreements entered into with a third-party lender on March 13, 2026 (225,000 Ordinary Shares), March 17, 2026 (275,000 Ordinary Shares), April 23, 2026 (200,000 Ordinary Shares), and July 6, 2026 (4,950 Ordinary Shares) and July 15, 2026 (16,959 Ordinary Shares) Under the terms of the loan agreements, the third-party lender does not have the power to vote or direct the vote of the pledged shares or dispose or direct the disposition of the pledged shares prior to an event of default. However, the pledged shares are deemed to be beneficially owned by the third-party lender as such lender does not satisfy the requirements under Rules 13-3(d)(3)(ii) and (iii) under the Securities Exchange Act of 1934, as amended. (4) NA Global sold (i) 74,251 Ordinary Shares between February 9, 2026 and March 5, 2026 and (ii) 377,320 Ordinary Shares between May 20, 2026 and June 24, 2026.
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.:
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| 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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(1) N.A.GLOBAL. CO. LTD.: 2,094,516 (2) Chong Chow Lee: 2,094,516 | |
| (b) | Percent of class:
(1) N.A.GLOBAL. CO. LTD.: 4.90% (2) Chong Chow Lee: 4.90% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
(1) N.A.GLOBAL. CO. LTD.: 2,094,516 (2) Chong Chow Lee: 2,094,516 | ||
| (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.: 2,094,516 (2) Chong Chow Lee: 2,094,516 | ||
| (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. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Ownership of 5 percent or less of a class | ||
| 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 |