IPO - HW Electro Co., Ltd.

Form Type: F-1MEF

Filing Date: 2025-01-24

Corporate Action: Ipo

Type: New

Accession Number: 000121390025006564

Filing Summary: HW Electro Co., Ltd. filed a Registration Statement under Form F-1 with the U.S. Securities and Exchange Commission on January 24, 2025. The registration is aimed at increasing the number of American depositary shares by 200,000, representing the company's ordinary shares. This amount does not exceed 20% of the maximum aggregate principal amount specified in the prior registration statement (File No. 333-278974) initially filed on April 29, 2024, which was declared effective on December 31, 2024. The filing is in compliance with Rule 462(b) of the Securities Act of 1933. The company is categorized as an emerging growth company and has chosen not to utilize the extended transition period for accounting standards compliance. The document includes required opinions and consents from legal and financial advisors, indicating a commitment to meet the regulatory requirements necessary for the offering.

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Form Type: CORRESP

Filing Date: 2024-12-30

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024113214

Filing Summary: HW Electro Co., Ltd. has requested the acceleration of the effectiveness of its Registration Statement on Form F-1, initially filed on April 29, 2024. The company aims for the Registration Statement to become effective at 4:00 p.m. Eastern Time on December 31, 2024, or as soon thereafter as practicable. This request is in accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933.

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Form Type: CORRESP

Filing Date: 2024-12-30

Corporate Action: Ipo

Type: New

Accession Number: 000121390024113219

Filing Summary: HW Electro Co., Ltd. has filed a request for acceleration of the effective date of its Registration Statement on Form F-1, aiming for it to become effective by 4:00 p.m. Eastern Time on December 31, 2024. The request is made by AC Sunshine Securities LLC, representing several underwriters, as per Rule 461 of the Securities Act. The filing includes compliance with Rule 460 regarding the distribution of the preliminary prospectus to each underwriter anticipated to participate in the security distribution. Additionally, there is mention of adherence to requirements set forth under Rule 15c2-8 of the Securities Exchange Act of 1934.

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Form Type: F-1/A

Filing Date: 2024-12-23

Corporate Action: Ipo

Type: New

Accession Number: 000121390024111821

Filing Summary: HW Electro Co., Ltd. is undertaking an initial public offering (IPO) of 4,000,000 American Depositary Shares (ADSs), with each ADS representing one Ordinary Share. The assumed initial public offering price is set at $4.00 per ADS. This offering follows a prior share split and conversion of Series A preferred shares, resulting in a total of 38,074,888 Ordinary Shares outstanding post-split. As part of the preparation for this offering, the company has submitted necessary registration statements to the U.S. Securities and Exchange Commission (SEC), indicating that the expected commencement of sales will be promptly after the effective date of this registration statement. HW Electro is identified as an emerging growth company and intends to leverage this status for reduced reporting obligations. The electric light commercial vehicles offered by HW Electro represent a growing segment, and sales are expected to increase with the support of new distribution agreements, aiming for significant market penetration in Japan. However, the offering entails inherent risks, including a substantial operating loss reported for recent fiscal periods. The registration statement emphasizes the lack of a prior public market for the company's ADSs and highlights the need for regulatory approval for Nasdaq listing.

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Form Type: CORRESP

Filing Date: 2024-08-02

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024064878

Filing Summary: On August 2, 2024, HW Electro Co., Ltd. filed a response letter regarding comments from the SEC about their Registration Statement on Form F-1, previously filed on April 29, 2024, under File No. 333-278974. The company amended its statement to clarify the use of proceeds, detailing that $66,921 was repaid in October 2023, with an additional $133,842 due to a shareholder upon completing the IPO. They also disclosed a current refund liability of $278,752 to be refunded upon IPO completion. An amendment specifies that $3,586,296 owed to Shoko Chukin Bank will be payable upon IPO finalization. For prior indebtedness incurred, $2,216,898 was used to retire debts and $1,850,683 for working capital between July 2023 and July 2024. The compensation section has been updated to reflect the fiscal year ending September 30, 2023, in response to further SEC comments. The company acknowledges the assistance from the SEC’s staff throughout this process.

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