TOYO Co Ltd美股招股说明书(2026-02-06版)

Filed Pursuant to Rule 424(b)(3)Registration No. 333-283617 Prospectus Supplement No. 1 to Prospectus dated December 17, 2024 TOYO Co., Ltd Up to 4,970,007 Ordinary Shares Issuable Upon the Exercise of WarrantsUp to 817,035 Ordinary Shares Offered by Selling Shareholders This Prospectus Supplement No. 1 (this “Supplement”) relates to the prospectus of TOYO Co., Ltd (the “Company”), dated December17, 2024 (the “Prospectus”) which forms a part of our Registration Statement on Form F-1 (Registration No. 333-83617), relating to(i) the issuance of up to 4,970,007 ordinary shares of a par value of $0.0001 each (“Ordinary Shares”) of the Company issuable uponthe exercise of warrants to purchase Ordinary Shares at an exercise price of $11.50, and (ii) the offer and sale from time to time by theselling securityholders named in the Prospectus or their pledgees, donees, transferees, assignees or other successors in interest (thatreceive any of the securities as a gift, distribution, or other non-sale related transfer) of up to 817,035 Ordinary Shares. ThisSupplement should be read in conjunction with the Prospectus and is qualified by reference to the Prospectus, except to the extent thatthe information in this Supplement supersedes the information contained in the Prospectus, and may not be delivered without theProspectus. This Supplement is being filed to update and supplement the information in the Prospectus with the information contained in (i) ourReports on Form 6-K, filed with the Securities and Exchange Commission (the “SEC”) on August 5, 2025, September 12, 2025,September 15, 2025, December 11, 2025 and January 9, 2026 (the “Form 6-K Reports”), and (ii) our Annual Report on Form 20-F forthe fiscal year ended December 31, 2024, filed with the SEC on May 12, 2025 (the “Annual Report”). Accordingly, we have attachedthe Form 6-K Reports and the Annual Report to this Supplement. Our Ordinary Shares are listed on Nasdaq Capital Market under the symbol “TOYO.” The last reported sales price of our OrdinaryShares as of February 5, 2026 was $8.89 per share. Our Warrants are traded on the OTC Markets under symbol “TOYWF.” The lastreported sales price of our Warrants as of February 5, 2026 was $1.74 per warrant. Investing in our Ordinary Shares involves a high degree of risk. See “Risk Factors” beginning on page 8 of the Prospectus toread about factors you should consider before you make an investment decision. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if thisSupplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement No. 1 is February 6, 2026 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-42153 TOYO Co., Ltd Tennoz First Tower, F162-2-4, Higashi-Shinagawa, Shinagawa-kuTokyo, 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☐ MODULE SUPPLY AND PURCHASE AGREEMENT On July 2, 2025, TOYO Solar Texas LLC, a Texas limited liability company (“TOYO Solar TX”) and subsidiary of TOYOCo., Ltd, a Cayman Islands exempted company (the “Company”), entered into that certain module supply and purchase agreement(the “Module Supply and Purchase Agreement”) with New Leaf Energy Buyer, Inc., a Delaware corporation (“NLEB”). Pursuant tothe Module Supply and Purchase Agreement, TOYO Solar TX agrees to manufacture and sell to NLEB an aggregate of 380,380 unitsof photovoltaic modules and components (the “Products”) for the purchase price in the total amount of approximately $60 million(the “Purchase Order Value”). The term of the Module Supply and Purchase Agreement expires on December 31, 2025, unlessterminated earlier by the parties under the terms and conditions set forth therein. In connection with the Module Supply and Purchase Agreement, on July 2, 2025, the Company, as the parent of TOYO SolarTX, entered into that certain parent guaranty agreement (“Parent Guaranty”) in favor and for NLEB, pursuant to which the Companyagrees to unconditionally and irrevocably guaranty the obligations of TOYO Solar TX under the Module Supply and PurchaseAgreement. The total liability of the Company under the Parent Guaranty is limited to the amount of the Purchase Order Value plusany incurred expenses and costs of enforcing the Parent Guaranty. Copies of the Module Supply and Purchase Agreement and the Parent Guaranty are being furnished as Exhibit 99.1 andExhibit 99.2 with this Report on Form 6-K, respectively. The foregoing description of the Module Supply and Purchase Agreementand the Parent Guaranty does not purport to be complete and is subject to, and is qua