UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of October 2026
Commission
File Number: 001-42740
Robot
Consulting Co., Ltd.
Le
Gratteciel Building 2, 6th Floor
5-22-6 Shimbashi, Minato Ward
Tokyo, 105-0004
(Address of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Receipt
of Nasdaq Delisting Determination
Robot
Consulting Co., Ltd. (the “Company”) issued a press release on October 24, 2026, announcing the receipt of a delisting determination
from The Nasdaq Stock Market LLC (“Nasdaq”) stating that Nasdaq has determined to delist the Company’s securities and
the Company’s request on October 23, 2026 to appeal such determination to a Hearings Panel. A copy of this press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 99.1 |
|
Robot Consulting Announces Receipt of Nasdaq Delisting Determination and Request to Appeal such Determination to a Hearings Panel |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
Robot Consulting Co., Ltd. |
| |
|
|
| |
By: |
/s/
Hidetoshi Yokoyama |
| |
|
Hidetoshi Yokoyama |
| |
|
Representative Director and Chairman |
Date:
October 26, 2026
Exhibit
99.1
Robot
Consulting Announces Receipt of Nasdaq Delisting Determination and Request to Appeal such Determination Before a Hearings Panel
Tokyo,
Japan – October 24, 2026 – Robot Consulting Co., Ltd. (Nasdaq: LAWR) (“Robot Consulting” or the “Company”),
a Japanese platform service provider focusing on human resource solutions and legal technology, announced it has received a delisting
determination from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Company of the Staff’s determination to delist the Company’s American Depository Shares (“ADSs”)
pursuant to Nasdaq Listing Rules 5101 and IM-5101-4.
The
Staff’s determination is based on concerns regarding historical trading activity in the Company’s securities and Nasdaq’s
belief that certain factors may have made the Company’s securities susceptible to manipulation by third parties.
Nasdaq
Listing Rule IM-5101-4 allows Nasdaq “to exercise discretion to delist a company from Nasdaq based on the potential for one or
more third parties to engage in misconduct impacting a company’s securities where the [U.S. Securities and Exchange Commission]
has implemented a temporary trading suspension.” Nasdaq has articulated its belief that the ability for third parties to manipulate
a security’s price indicates that the security does not have sufficient liquidity to promote fair and orderly markets and, therefore,
delisting is consistent with the protection of investors and the public interest.
The
Company has appealed the Staff’s determination to a Hearings Panel (the “Panel”) on October 23, 2026. As a result of
the appeal, the suspension of the Company’s securities and the filing of the Form 25-NSE by Nasdaq with the U.S. Securities and
Exchange Commission (the “SEC”) will be stayed pending the Panel’s review and decision, although the existing trading
halt will remain in effect unless and until it has been lifted by Nasdaq.
To
date, Nasdaq has not claimed or communicated a view that there has been any wrongdoing by the Company, whether in regard to Nasdaq’s
investigation of the recent trading activity of the Company’s securities or otherwise. The delisting determination does not have
any immediate effect on the Company’s ongoing business operations or financial condition, and the Company will continue to conduct
its business in the ordinary course.
About
Robot Consulting Co., Ltd.
Robot
Consulting Co., Ltd. is a Japanese platform service provider focusing on human resource solutions with an intention to expand into legal
technology. The Company’s major product, “Labor Robot,” is a cloud-based human resource management system that helps
users track employee attendance, manage sales orders, and journalize accounting items. Robot Consulting also assists users with grant
and subsidy applications and provides consulting and support services for digital transformation to small and medium-sized businesses.
Robot Consulting also aims to create more software and services related to digital transformation and legal technology. The Company has
launched “Robot Lawyer,” a platform that provides preliminary legal consultation resources to individuals and small businesses,
particularly with respect to defamatory online posts or other reputational harm. For more information, visit www.robotconsulting.net.
Forward-Looking
Statements:
Certain
statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and
uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes
may affect its financial condition, results of operations, business strategy, and financial needs. Investors can find many (but not all)
of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,”
“anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,”
“would,” “should,” “could,” “may,” or other similar expressions in this press release.
The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events
or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations
expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct,
and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to
review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov.
Investor
Contact:
Robot
Consulting Co., Ltd.
ir@robotconsulting.net
