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 August 2026
Commission File Number: 001-43279
Micware Co., Ltd.
Kobe
Asahi Building 25th Floor
59 Naniwa-machi, Chuo-ku
Kobe, Hyogo 650-0035
(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.
Form 20-F ☒ Form 40-F ☐
Entry
into Share Transfer Agreements
On
July 27, 2026, the board of directors of Micware Co., Ltd., a joint-stock corporation with limited liability organized under
Japanese law (the “Company”), approved purchase of shares of common stock of Micware Asia Pacific Co., Ltd., a limited
company incorporated under Thai law and a 70% subsidiary of the Company (“Micware Asia Pacific”), and Micware North
America, Inc., a corporation incorporated under laws of the State of California and a 70% subsidiary of the Company (“Micware
North America”), from O-Well Corporation (“O-Well”) and Uni Electronics Inc. (“Uni Electronics”), the
Company’s principal shareholders. The purchase will cause Micware Asia Pacific and Micware North America to become wholly
owned subsidiaries of the Company.
Pursuant
to such approval, on July 31, 2026, the Company entered into the following agreements with O-Well and Uni Electronics:
| (a) | a
share transfer agreement between the Company and O-Well, pursuant to which O-Well agreed
to transfer 5,000 shares of common stock of Micware Asia Pacific to the Company for an aggregate
consideration of THB6,450,000; |
| (b) | a
share transfer agreement between the Company and O-Well, pursuant to which O-Well agreed
to transfer 1,500,000 shares of common stock of Micware North America to the Company for
an aggregate consideration of US$900,000; |
| (c) | a
share transfer agreement between the Company and Uni Electronics, pursuant to which Uni Electronics
agreed to transfer 5,000 shares of common stock of Micware Asia Pacific to the Company for
an aggregate consideration of THB6,450,000; and |
| (d) | a
share transfer agreement between the Company and Uni Electronics, pursuant to which Uni Electronics
agreed to transfer 1,500,000 shares of common stock of Micware North America to the Company
for an aggregate consideration of US$900,000. |
The
share transfer agreements contain customary representations, warranties, and covenants provisions by the
parties. The share transfer became effective on July 31, 2026.
The
foregoing description of the share transfer agreements does not purport to be complete and is qualified in its entirety by reference
to the English translation of the full text of the share transfer agreements, which are furnished as Exhibits 10.1, 10.2, 10.3, and 10.4
to this Form 6-K, respectively.
Public
Notices Regarding Internal Reorganization
Reference
is made to the report on Form 6-K dated July 10, 2026 announcing the launch of Micware Spacia Co., Ltd. and related internal reorganization
in connection with the launch (the “Internal Reorganization”). On July 31, 2026, the Company made public notices regarding
company splits of the Company, Micware Automotive Co., Ltd., Micware Mobility Co., Ltd., and Micware Navigations Co., Ltd. pursuant to
the Internal Reorganization. The English translation of the public notices are furnished as Exhibits 99.1, 99.2, and 99.3 to this Form 6-K.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 10.1 |
|
English Translation of Share Transfer Agreement Between the Micware Co., Ltd. and O-Well Corporation, Dated July 31, 2026 (For Micware Asia Pacific Co., Ltd.’s Shares of Common Stock) |
| 10.2 |
|
English Translation of Share Transfer Agreement Between the Micware Co., Ltd. and O-Well Corporation, Dated July 31, 2026 (For Micware North America, Inc.’s Shares of Common Stock) |
| 10.3 |
|
English Translation of Share Transfer Agreement Between the Micware Co., Ltd. and Uni Electronics Inc., Dated July 31, 2026 (For Micware Asia Pacific Co., Ltd.’s Shares of Common Stock) |
| 10.4 |
|
English Translation of Share Transfer Agreement Between the Micware Co., Ltd. and Uni Electronics Inc., Dated July 31, 2026 (For Micware North America, Inc.’s Shares of Common Stock) |
| 99.1 |
|
English Translation of the Notice Regarding Company Split (Absorption-Type Company Split) of Micware Co., Ltd., and Micware Navigations Co., Ltd. dated July 31, 2026 |
| 99.2 |
|
English Translation of the Notice Regarding Company Split (Absorption-Type Company Split) of Micware Automotive Co., Ltd., and Micware Navigations Co., Ltd. dated July 31, 2026 |
| 99.3 |
|
English Translation of the Notice Regarding Company Split (Absorption-Type Company Split) of Micware Mobility Co., Ltd., and Micware Navigations Co., Ltd. dated July 31, 2026 |
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.
| |
Micware Co., Ltd. |
| |
|
|
| |
By: |
/s/ Takuma Segawa |
| |
|
Mr. Takuma Segawa |
| |
|
Chief Financial Officer |
Date: August 5, 2026
Exhibit 99.1
Public
Notice of Absorption-Type Company Split
The companies listed below have decided to conduct an absorption-type company split, whereby Company A will succeed to the rights and obligations relating to the location-based services business of Company B, and Company B will cause Company A to succeed to such rights and obligations.
The effective date shall be September 1, 2026.
Creditors who have any objection to this company split are requested to submit their objections within one month from the day following the date of publication of this public notice.
The status of disclosure of the latest balance sheets is as follows:
(Company A) https://micware.co.jp/
(Company B) https://micware.co.jp/
July 31, 2026
59 Naniwa-machi, Chuo-ku, Kobe-shi, Hyogo, Japan
(Company A) Micware Navigations Co., Ltd.
Representative Director: Kenta Imaida
59 Naniwa-machi, Chuo-ku, Kobe-shi, Hyogo, Japan
(Company B) Micware Co., Ltd.
Representative Director: Kenji Narushima
Exhibit 99.2
Public
Notice of Absorption-Type Company Split
The companies listed below have decided to conduct an absorption-type company split, whereby Company A will succeed to the rights and obligations relating to the location-based services business of Company B, and Company B will cause Company A to succeed to such rights and obligations. Company B will also succeed to the rights and obligations relating to the in-vehicle business of Company A, and Company A will cause Company B to succeed to such rights and obligations.
The effective date shall be September 1, 2026.
Creditors who have any objection to this company split are requested to submit their objections within one month from the day following the date of publication of this public notice.
The status of disclosure of the latest balance sheets is as follows:
(Company A) https://micware.co.jp/
(Company B) https://micware.co.jp/
July 31, 2026
59 Naniwa-machi, Chuo-ku, Kobe-shi, Hyogo, Japan
(Company A) Micware Navigations
Co., Ltd.
Representative Director: Kenta Imaida
59 Naniwa-machi, Chuo-ku, Kobe-shi, Hyogo, Japan
(Company B) Micware Automotive
Co., Ltd.
Representative Director: Tomohiro Kitagawa
Exhibit 99.3
Public Notice of Absorption-Type Company Split
The companies listed below have decided to conduct an absorption-type company split, whereby Company A will succeed to the rights and obligations relating to the location-based services business of Company B, and Company B will cause Company A to succeed to such rights and obligations. Company B will also succeed to the rights and obligations relating to the in-vehicle business of Company A, and Company A will cause Company B to succeed to such rights and obligations.
The effective date shall be September 1, 2026.
Creditors who have any objection to this company split are requested to submit their objections within one month from the day following the date of publication of this public notice.
The status of disclosure of the latest balance sheets is as follows:
(Company A) https://micware.co.jp/
(Company B) https://micware.co.jp/
July 31, 2026
59 Naniwa-machi, Chuo-ku, Kobe-shi, Hyogo, Japan
(Company A) Micware Navigations Co., Ltd.
Representative Director: Kenta Imaida
59 Naniwa-machi, Chuo-ku, Kobe-shi, Hyogo, Japan
(Company B) Micware Mobility Co., Ltd.
Representative Director: Takuji Kameda
