TOYO Co., Ltd (TOYO)

TOYO makes solar cells, the light-catching units that module makers wire together into panels, and since October 2025 it also assembles modules. Its cells use TOPCon, short for tunnel oxide passivated contact, a design the filing says is poised to replace older cell types. It has 6GW (gigawatts) of cell capacity: a 2GW plant in Phu Tho province, Vietnam, making cells since the second half of 2023, and a plant in Hawassa, Ethiopia, which started with 2GW in April 2025 and reached 4GW in August 2025. Its module plant, in leased space in the Houston area of Texas, began production in October 2025 with its first gigawatt. Its headquarters are in Tokyo, and it owns no real property: every site is leased. 323334353637383940

How it operates

TOYO makes solar cells, the light-catching units that module makers wire together into panels, and since October 2025 it also assembles modules. Its cells use TOPCon, short for tunnel oxide passivated contact, a design the filing says is poised to replace older cell types. It has 6GW (gigawatts) of cell capacity: a 2GW plant in Phu Tho province, Vietnam, making cells since the second half of 2023, and a plant in Hawassa, Ethiopia, which started with 2GW in April 2025 and reached 4GW in August 2025. Its module plant, in leased space in the Houston area of Texas, began production in October 2025 with its first gigawatt. Its headquarters are in Tokyo, and it owns no real property: every site is leased. 323334353637383940

The business was split off in November 2022 from VSUN, a module maker majority-owned by Fuji Solar, and VSUN is still at its center. VSUN bought 154.7 million dollars of cells in 2025, 36% of revenue, against 66% in 2024. TOYO fills its orders as a contract manufacturer, at transfer prices set cost-plus, meaning its own cost base times one plus a mark-up, and VSUN has made a 15 million dollar prepayment and a 30 million dollar advance deposit. A subsidiary of VSUN supplied 31.6% of TOYO's inventory purchases in 2025, down from 55.0% in 2024. VSUN has been rated a Tier 1 module maker by Bloomberg New Energy Finance since 2019; in September 2025 TOYO bought the VSUN brand, and it is negotiating a non-compete arrangement under which VSUN would keep to module markets outside the United States. 4142434445464748495051

Its other buyers are module makers. It aims its cells at large, standalone module manufacturers with no cell production of their own that want to sell into the United States, on contracts meant to secure demand for one to two years, and by the end of 2025 it had supply agreements with over 50 third-party cell customers, up from 45 a year earlier. Those buyers are concentrated too: one third-party customer took 40% of 2025 revenue. For modules from Texas it plans direct sales to large strategic customers, priced on production cost; commercial and industrial buyers at slightly higher prices; and homeowners through distributors, at higher prices still. 52535455565758

It buys its polysilicon and silicon wafers from outside suppliers. Because the United States bans goods from China's Xinjiang region under the Uyghur Forced Labor Prevention Act, and that region provides about half the world's polysilicon, it buys polysilicon only from suppliers pre-approved by the United States. As a foreign company it files its annual report on Form 20-F, prepares its accounts under US GAAP, the American accounting rules, and reports in US dollars, the currency of substantially all its 2025 revenue; its Vietnamese operating company keeps its books in Vietnamese dong, which is not freely convertible. In its 2025 audit the company identified material weaknesses in its internal control over financial reporting, among them too few accounting staff with enough knowledge of US GAAP. 5960616263646566

The specifics

The operating company was incorporated in Vietnam on November 8, 2022 as Vietnam Sunergy Cell Company, wholly owned by VSUN. The Cayman Islands parent was formed on May 16, 2023 solely to merge with Blue World Acquisition Corporation (BWAQ), a blank-check company; the merger closed in July 2024, and the shares trade on Nasdaq as TOYO, the warrants on the OTC markets. The sellers had 13,000,000 shares held back, to be released in full only if 2024 net profit, excluding changes in the fair value of those shares, reached 41 million dollars; it fell short, and on May 14, 2025 only 1,712,297 of them vested while 11,287,703 were cancelled. The Texas plant came with Solar Plus Technology Texas, acquired on November 25, 2024 in exchange for 24.99% of its US module company, a stake TOYO bought back for 6,650,000 dollars in December 2025. It calls itself the first Japanese solar cell company listed in the United States. 6768141569707172737475

Its Vietnam cell plant uses automatic guided vehicles, computer-controlled wheeled carts that travel between locations in the plant, which the company expects to cut labor well below that of comparable plants. Beyond TOPCon it is putting research money into heterojunction (HJT) cells, into tandem cells that stack a perovskite layer on a heterojunction cell, a path toward efficiencies above 30%, and into cells for satellites. It does not rely on patents: it protects its position with production know-how, is applying for two patents in Vietnam and preparing three more, and has no contracts with employees protecting trade secrets. 7677787980818283

It names as competitors the solar cell makers in Southeast Asia, including Trina Solar, Canadian Solar, Jinko Solar, Adani Green Energy and Waaree Energies. US trade cases shape where it builds. In April 2024 an American manufacturers' committee petitioned for antidumping and countervailing duties, extra tariffs aimed at below-cost pricing and foreign subsidies, on cells from Cambodia, Malaysia, Thailand and Vietnam. In April 2025 the Commerce Department set final rates that include a 77.12% antidumping rate for its affiliate VSUN and 271.28% and 124.57% for Vietnamese cells and modules involved in circumventing duties. The company chose Ethiopia for its second plant partly for its tariff status, along with favorable investment policies and ample hydropower. 84858687

Patents are its sharpest legal exposure. In December 2024 Jinko Solar sued Abalance, TOYO and other group companies in California, claiming that VSUN's panels used Jinko's patented technology; the parties settled on December 30, 2025 and the case was dismissed in January 2026. On March 26, 2026 the US International Trade Commission opened an investigation on a complaint by First Solar, which alleges that TOPCon cells and modules imported by respondents including TOYO, its Texas subsidiary and VSUN Solar USA infringe its patents, and which asks for an order barring such products from the United States. When the annual report was filed no determination had been made, and its products were still being imported and sold. 888990919293

What drives growth, line by line

Revenues From Third Parties. The larger line in 2025: 256.3 million dollars, 60.0% of revenue, up 415.8% from 49.7 million. The filing credits the Ethiopia plant: reaching 4GW of capacity there raised output to meet customers' orders, every cell made in Ethiopia went to US end customers, and those sales carried higher average selling prices. One third-party customer alone took 40% of total revenue. 94959655

Revenues From Related Parties. 171.1 million dollars, 40.0% of revenue, up 34.4% from 127.3 million. About nine tenths of it is solar cells sold to VSUN, 154.7 million dollars against 116.9 million in 2024; the rest includes modules, which the company began selling to a related party in October 2025, the half year in which it started making and selling modules for customers in the United States. Because sales to others grew much faster, the share of revenue from VSUN fell from 66% to 36%. 9442959743

Together, revenue rose 142% to 427.4 million dollars; solar cells added 241.6 million of the increase and modules 7.6 million. Gross margin rose to 22.5% from 12.4%, which the filing credits to the higher-priced sales to US customers from Ethiopia; in 2024 it had been squeezed when, in the second half, the company shifted sales toward end customers outside the United States, at lower prices, to limit the risk from the duty cases, and ran its Vietnam plant below capacity. Administrative costs nearly tripled to 31.4 million dollars as it hired staff for Ethiopia and Texas and issued shares to managers, directors and consultants. Net income was 37.2 million dollars against 40.5 million, but 35.1 million of the 2024 figure was a gain in the fair value of the merger's earnout shares rather than operating profit. 989996100101102103104105

What comes next, in the company's own words: it expects to reach 2GW of module capacity in Texas by the end of 2026 and to expand its customer base in 2026 and 2027. It plans a cell plant of about 1.4GW at the Texas site using heterojunction technology, but that and any further expansion are pending until regulations and government policies are clearer. It says it will later make and sell modules on its own under the VSUN brand. 38106107108109

The read's section on the people who run it is on the People tab.

What the desk infers Inferred

1. Inferred

   The Ethiopia plant is how TOYO reaches American buyers despite US duties on cells from Southeast Asia: its whole output goes to the United States at higher prices, while cells made in Vietnam were steered to customers elsewhere once the duty cases began.

   Because

   • Petitions filed in April 2024 sought duties on cells from Cambodia, Malaysia, Thailand and Vietnam, and in April 2025 the final rates included 77.12% for its affiliate VSUN. 8586
   • In the second half of 2024 the company shifted sales toward end customers outside the United States, at lower prices, to limit the duty risk, and ran its Vietnam plant below capacity. 100
   • It chose Ethiopia partly for the country's tariff status. 87
   • Every cell made in Ethiopia went to US end customers, and those higher-priced sales lifted gross margin to 22.5% from 12.4%. 9699
   Confidence 75 of 100Wrong if A filing showing cells made in Vietnam sold into the United States in volume during 2025, or Ethiopian cells sold mainly to buyers outside it.
2. Inferred

   TOYO still operates as part of the group that spun it out rather than as a stand-alone supplier: the same circle of affiliates buys more than a third of its output, supplies much of its materials, lent it money and guaranteed its credit, gave it the brand it now sells modules under, and controls its votes.

   Because

   • VSUN took 36% of 2025 revenue and 66% the year before, buying as a contract manufacturing customer at cost-plus transfer prices. 434445
   • A subsidiary of VSUN supplied 31.6% of its inventory purchases in 2025. 48
   • VSUN lent it about 93.6 million dollars in 2023 and guaranteed its bank credit facility until the end of 2024. 110111
   • It bought the VSUN brand in September 2025 and began selling modules to a related party in October 2025. 5095
   • Junsei Ryu controls 80.4% of the shares, and the board or president of Abalance must approve certain large transactions. 2023
   Confidence 80 of 100Wrong if A year in which related parties account for less than a tenth of both TOYO's revenue and its inventory purchases.
3. Inferred

   The unnamed third-party customer that took 40% of 2025 revenue is plausibly Waaree, whose American arm is the only third-party customer the filing names.

   Because

   • One third-party customer accounted for 40% of total revenue in 2025. 55
   • The filing calls Waaree Solar Americas the company's customer when describing the patent suit Jinko brought against it in Houston. 112
   • TOYO companies intervened in that suit as defendants because a portion of the products at issue were made by TOYO. 113
   • TOYO aims its cells at large module makers without cell production of their own that sell into the United States, and all of its Ethiopian cells went to US end customers. 5296
   Confidence 50 of 100Wrong if A filing that names the 40% customer as a company other than Waaree, or shows purchases by Waaree below a tenth of revenue.
4. Inferred

   The working capital gap behind the going-concern warning is mostly money that customers and affiliates have already advanced, so the expansion has been financed largely by its buyers and its group rather than by lenders.

   Because

   • Working capital deficits of 123.9 million dollars at the end of 2025 and 69.6 million a year earlier raised substantial doubt about its ability to continue as a going concern. 114
   • That deficit included 107.9 million dollars of contract liabilities, customer payments for goods not yet delivered, and 62.3 million owed to related parties. 115
   • VSUN made a 15 million dollar prepayment and a 30 million dollar advance deposit for cells. 4647
   • The Ethiopia plant, an investment of about 154.69 million dollars, is funded through internal resources and advance payments from business operations. 116
   • It had drawn only about 5.5 million dollars of its bank credit line at the end of 2025. 117
   Confidence 70 of 100Wrong if A filing showing the deficit driven mainly by bank borrowings or overdue supplier bills rather than customer advances and amounts owed to affiliates.