United States securities and exchange commission logo





                             October 12, 2023

       Junsei Ryu
       Chairman and CEO
       TOYO Co., Ltd
       Tennoz First Tower F5, 2-2-4
       Higashi-shinagawa, Shinagawa-ku
       Tokyo, Japan 140-0002

                                                        Re: TOYO Co., Ltd
                                                            Draft Registration
Statement on Form F-4
                                                            Submitted September
15, 2023
                                                            CIK No. 0001985273

       Dear Junsei Ryu:

                                                        We have reviewed your
draft registration statement and have the following comments.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Draft Registration Statement on Form F-4

       Summary of the Proxy Statement/Prospectus
       The Parties to the Transaction
       TOYO Solar, page 29

   1.                                                   Please revise to
clearly state that TOYO Solar is an early-stage company.
       Interests of BWAQ's Directors and Officers in the Transaction, page 40

   2.                                                   We note that certain
shareholders agreed to waive their redemption rights. Please describe
                                                        any consideration
provided in exchange for this agreement.
 Junsei Ryu
FirstName
TOYO Co.,LastNameJunsei   Ryu
            Ltd
Comapany
October 12,NameTOYO
            2023       Co., Ltd
October
Page 2 12, 2023 Page 2
FirstName LastName
Foreign Private Issuer, page 42

3.       We note your cross-reference to a risk factor titled "PubCo will
qualify as a foreign
         private issuer..." There does not appear to be a risk factor with that
title. Please revise for
         consistency.
Controlled Company, page 43

4.       We note your disclosure on page 210 that Fuji Solar and Junsei Ryu,
the Chairman and
         CEO of PubCo, will beneficially own up to 94.9% of the shares
immediately after the
         closing of the transactions. Wherever you note that Fuji Solar will
control "a majority" of
         the voting power of PubCo's outstanding ordinary shares, please revise
to provide the
         specific ownership amount. In addition, please also identify your
Chairman and CEO as a
         controlling shareholder. Further, please revise the cover page to
disclose that Fuji Solar
         and Junsei Ryu will be controlling shareholders.
Risk Factors
Extreme weather conditions and natural disasters may adversely affect our
operations, page 59

5.       We note your risk factor that your supply chain may be impacted by
extreme weather.
         Update your risks characterized as potential if recent supply chain
disruptions have
         impacted your operations.
Proposal No. 1 - The Business Combination Proposal
Target Search, page 106

6.       Please discuss any further communications, if any, between BWAQ and
Candidate Two
         between the June 2022 discussion and the July 7, 2023 letter from the
Candidate
         terminating any interest in a proposed business combination.
7.       Please identify the legal entity name of "R&C."
Certain Projected Financial Information, page 119

8.       Please address the following with regard to the table of projected
information on page
         121:
             Disclose and explain the bases for and the nature of the material
estimates
             and assumptions that underlie the line items presented in the
table. Please ensure that
             the level of detail provided is sufficient for an investor to
evaluate and understand the
             reasonableness of the estimates, assumptions, uncertainties and/or
variables
             underlying the projections as well as the inherent limitations on
the reliability of the
             projections in order to make informed voting and investment
decisions.
             We note the projected revenue significantly increases in 2024.
Please revise your
             disclosure to clearly describe the basis for projecting this
revenue growth,
             specifically, the basis for the projected sales for each year in
the forecast period and
             the factors or contingencies that would affect such growth
ultimately materializing.
 Junsei Ryu
FirstName
TOYO Co.,LastNameJunsei   Ryu
            Ltd
Comapany
October 12,NameTOYO
            2023       Co., Ltd
October
Page 3 12, 2023 Page 3
FirstName LastName
              For example, please clarify whether these projections assume any
new market
              entrants during this period or take into account macroeconomic
factors.
                You disclose that "TOYO Solar   s management provided to BWAQ
and Primary
              Capital, its non-public, four-year internal financial forecasts
regarding TOYO Solar   s
              anticipated future operations for fiscal 2023 through fiscal
2026. The financial
              forecasts provided to Primary Capital were developed following a
process in which
              TOYO Solar provided draft forecasts to BWAQ   s management for
review. As part of
              the review process, BWAQ   s management suggested certain
modifications in the
              financial model underlying the forecasts and this process
ultimately led to the
              development of the financial forecasts provided to Primary
Capital." Please describe
              in more detail the process undertaken to formulate the forecasts
and the parties who
              participated in the preparation of the forecasts. Explain and
quantify the adjustments
              that BWAQ's management made to the initial forecasts provided by
TOYO and the
              reasons for the adjustments.
Unaudited Pro Forma Condensed Combined Financial Information
Introduction, page 139

9.       Your first bullet point concerning the pro forma statements of
operations states that the
         TOYO Solar statement of operations is presented from inception on
November 8, 2022
         through December 31, 2023. Please clarify if this should be December
31, 2022.
Unaudited Pro Forma Combined Balance Sheet as of March 31, 2023, page 142

10.      Please clarify adjustment (d) given that the balance sheet reflects
adjustments of $5.7
         million, but note d on page 144 refers to $4.2 million.
Notes and adjustment to Unaudited Pro Forma Condensed Combined Statement of
Operations,
page 146

11.      Please revise adjustment (b) to also include the calculation of the
weighted average shares
         for the maximum redemption scenario.
12.      In a related matter, please revise adjustment (b) to add notation to
the pro formas
         concerning the possible changes in shares related to the Sponsor
Earnout Equities detailed
         on page 99.
Information Related to TOYO Solar, page 181

13.      We note your intentions to eventually construct your own wafer slicing
plant. Please
         clarify whether this plant is intended to be located within the United
States or elsewhere.
5. Long-Term Prepaid Expenses, page F-12

14.      Your disclosure indicates that you paid a service fee of $8 million
related to a lease
         discussed in note 6. Note 6 states that the lease payments are $33,330
per annum, or
 Junsei Ryu
TOYO Co., Ltd
October 12, 2023
Page 4
         approximately $1.3 million over the 40 years rent must be paid. Please
address the
         following:
             Clarify the nature of the service fee and how this amount differs
from the amount of
              rents to be paid.
             Tell us how you recorded the $1.6 million paid by a related party
and whether this
              amount was paid for the service fee or advance rent payments.
             Disclose whether any further amounts are due for the service fee
and when such
              amounts will be paid.
Financial Statements
Vietnam Sunergy Cell Company Limited December 31, 2022 Financial Statements
Notes to Financial Statements
3. Liquidity Condition and Going Concern, page F-12

15.      Please clarify your statement on generating net income since year
ended December 31,
         2023 given the period December 31, 2023 has not yet occurred.
General

16.    Please disclose whether and how your business segments, products, lines
of service,
       projects, or operations are materially impacted by supply chain
disruptions, especially in
       light of Russia   s invasion of Ukraine and the effectiveness of the
Uyghur Forced Labor
       Protection Act (the "UFLPA"). For example, discuss whether you have or
expect to:
           suspend the production, purchase, sale or maintenance of certain
items due to a lack
            of raw materials, parts, or equipment; inventory shortages; closed
factories or stores;
            reduced headcount; or delayed projects;
           experience labor shortages that impact your business;
           experience cybersecurity attacks in your supply chain;
           experience higher costs due to constrained capacity or increased
commodity prices or
            challenges sourcing materials (e.g., nickel, palladium, neon,
cobalt, iron, platinum or
            other raw material sourced from Russia, Belarus, or Ukraine OR
cotton, polysilicon,
            certain food products such as tomato paste, lithium, nickel,
manganese, beryllium,
            copper, gold or other raw material sourced from Western China);
           experience surges or declines in consumer demand for which you are
unable to
            adequately adjust your supply;
           be unable to supply products at competitive prices or at all due to
export
            restrictions, sanctions, tariffs, trade barriers, or political or
trade tensions among
            countries; or
           be exposed to supply chain risk in light of Russia   s invasion of
Ukraine, the
            effectiveness of the UFLPA. and/or related geopolitical tension or
have sought to
FirstName LastNameJunsei Ryu
               de-globalize    your supply chain.
Comapany    NameTOYO
       Explain  whether andCo.,how
                                Ltdyou have undertaken efforts to mitigate the
impact and where
Octoberpossible
         12, 2023quantify
                    Page 4the impact to your business.
FirstName LastName
 Junsei Ryu
FirstName
TOYO Co.,LastNameJunsei   Ryu
            Ltd
Comapany
October 12,NameTOYO
            2023       Co., Ltd
October
Page 5 12, 2023 Page 5
FirstName LastName
17.      Please revise to discuss clearly and specifically each of the
corporate governance
         exemptions available to you as a controlled company and as a foreign
private issuer and
         whether you intend to avail yourself of those exemptions.
18.      Please tell us, with a view to disclosure, whether you have received
notice from the
         underwriter or any other firm engaged in connection with BWAQ's
initial public offering
         about ceasing involvement in your transaction and how that may impact
your deal,
         including the deferred underwriting compensation owed for the BWAQ   s
initial public
         offering.
       Please contact Heather Clark at 202-551-3624 or Kevin Stertzel at
202-551-3723 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alex King at 202-551-8631 or Erin Purnell at 202-551-3454 with any
other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Manufacturing
cc:      Will Cai