Micware (Nasdaq: MWC) raises $26.2M after full IPO over-allotment

Rhea-AI Filing Summary

Micware Co., Ltd. reports that the underwriter for its recent initial public offering fully exercised a 45-day over-allotment option, purchasing an additional 427,500 American Depositary Shares (ADSs) at $8.00 per ADS. This brought total ADSs sold in the offering to 3,277,500 and aggregate gross proceeds to approximately $26.2 million before underwriting discounts and expenses.

The ADSs trade on the Nasdaq Global Market under the symbol MWC. Micware plans to use the IPO proceeds to fund its Dynamic Street Map & Market Place project, expand its micAuto-PF in-vehicle infotainment platform, support general corporate purposes, make strategic investments in Software Defined Vehicles and Location-Based Services, and increase marketing and advertising.

Key Figures

Base IPO size: 2,850,000 ADSs at $8.00 Over-allotment ADSs: 427,500 ADSs Over-allotment gross proceeds: $3,420,000 +4 more

7 metrics

Base IPO size 2,850,000 ADSs at $8.00 Initial public offering ADSs sold at $8.00 per ADS

Over-allotment ADSs 427,500 ADSs Additional ADSs sold via full over-allotment option exercise

Over-allotment gross proceeds $3,420,000 Gross proceeds from 427,500 ADSs at $8.00 per ADS

Total ADSs sold 3,277,500 ADSs Total public offering ADSs after over-allotment

Total gross proceeds ≈$26.2 million Aggregate IPO proceeds before discounts and expenses

Public offering price $8.00 per ADS Price per American Depositary Share in IPO

Trading start date May 14, 2026 ADSs began trading on Nasdaq Global Market

Key Terms

over-allotment option, American Depositary Shares, Form F-1, Software Defined Vehicles (SDV), +2 more

6 terms

over-allotment option financial

"the underwriter of its previously announced initial public offering (the “Offering”) has exercised its over-allotment option in full"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

American Depositary Shares financial

"purchase an additional 427,500 American Depositary Shares (“ADSs”) at the public offering price"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Form F-1 regulatory

"A registration statement on Form F-1 (File Number: 333-294081), as amended, relating to the Offering was filed"

A Form F-1 is the document a non-U.S. company files with U.S. regulators when it wants to sell stock or other securities to U.S. investors. It lays out the company’s business, finances, risks and how the offering will work, acting like a product manual and ingredient list so investors can judge what they’re buying. For investors, it’s a key source of verified information used to compare opportunities and assess potential reward and risk.

Software Defined Vehicles (SDV) technical

"strategic investments within the Company’s Software Defined Vehicles (SDV) and Location-Based Services (LBS) segments"

Location-Based Services (LBS) technical

"Software Defined Vehicles (SDV) and Location-Based Services (LBS) segments, other than the DSMM and micAuto-PF-related initiatives"

in-vehicle infotainment (IVI) technical

"expansion of the Company’s proprietary in-vehicle infotainment (“IVI”) software platform, micAuto-PF"

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Form 6-K: How Foreign Companies Report to the SEC →

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 May 2026

Commission File Number: 001-43279

Micware Co., Ltd.

Kobe Asahi Building 25^th 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 ☐

As previously disclosed on May 15, 2026, Micware Co., Ltd. (the “Company”) (Nasdaq: MWC) consummated its initial public offering (the “IPO”) of 2,850,000 American Depositary Shares (“ADSs”) at a public offering price of $8.00 per ADS. Each ADS represents one ordinary share of the Company. In connection with the IPO, the Company had also granted A.G.P/Alliance Global Partners (the “Underwriter”) a 45-day option to purchase up to an additional 427,500 ADSs at the public offering price of $8.00 per ADS (the “Over-Allotment ADSs”) to cover over-allotments (the “Over-Allotment Option”).

On May 20, 2026, the Underwriter exercised the Over-Allotment Option in full to purchase the additional 427,500 ADSs. The closing for the offering and sale of the Over-Allotment ADSs took place on May 27, 2026, resulting in additional gross proceeds of $3,420,000, before underwriting discounts and offering expenses. As a result, the Company has raised aggregate gross proceeds of approximately $26,220,000 in the IPO, including the full exercise of the Over-Allotment Option, prior to deducting underwriting discounts and offering expenses payable by the Company.

The Company issued a press release announcing the issuance and sale of the Over-Allotment ADSs on May 27, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

1

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated May 27, 2026, announcing the exercise of the over-allotment option

2

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: May 27, 2026

3

Exhibit 99.1

Micware Co., Ltd. Announces Full Exercise and Closing of the Underwriter’s Over-Allotment Option

KOBE, Japan, May 27, 2026 (GLOBE NEWSWIRE) – Micware Co., Ltd. (Nasdaq: MWC) (the “Company” or “Micware”), a Japan-based provider of software development services and innovative IT solutions mainly focused on the automotive and mobility sectors, today announced that the underwriter of its previously announced initial public offering (the “Offering”) has exercised its over-allotment option in full to purchase an additional 427,500 American Depositary Shares (“ADSs”) at the public offering price of US$8.00 per ADS, resulting in additional gross proceeds of $3,420,000. Each ADS represents one ordinary share of the Company. After giving effect to the full exercise of the over-allotment option, the total number of ADSs sold by the Company in the public offering increased to 3,277,500 ADSs and the gross proceeds increased to approximately US$26.2 million, before deducting underwriting discounts and offering expenses. The closing of the sale of the additional ADSs pursuant to the exercise of the over-allotment option occurred on May 27, 2026. The Company’s ADSs first began trading on the Nasdaq Global Market on May 14, 2026 under the ticker symbol “MWC.”

A.G.P./Alliance Global Partners (“A.G.P.”) acted as the sole book-running manager for the Offering.

Proceeds from the Offering will be used for: (i) Dynamic Street Map & Market Place (“DSMM”) project and the expansion of the Company’s proprietary in-vehicle infotainment (“IVI”) software platform, micAuto-PF; (ii) general corporate purposes; (iii) strategic investments within the Company’s Software Defined Vehicles (SDV) and Location-Based Services (LBS) segments, other than the DSMM and micAuto-PF-related initiatives, that offer complementary technologies, services, or market access to strengthen the Company’s competitive position; and (iv) marketing and advertising.

Hunter Taubman Fischer & Li LLC acted as U.S. counsel to the Company, and Robinson & Cole LLP acted as U.S. counsel to A.G.P. in connection with the Offering.

A registration statement on Form F-1 (File Number: 333-294081), as amended, relating to the Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on May 13, 2026, and a registration statement on Form F-1 filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, was filed with the SEC and became effective on May 13, 2026. The Offering was made only by means of a prospectus, forming a part of the effective registration statements. Electronic copies of the final prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov. Electronic copies of the final prospectus relating to the Offering may be obtained from A.G.P., 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation, or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Micware Co., Ltd.

Micware Co., Ltd. is a Japan-based provider of software development services and innovative IT solutions mainly focused on the automotive and mobility sectors. The Company is primarily engaged in the development and sale of IVI systems covering multimedia, navigation, human machine interface, telematics, and driver assistance, as well as navigation software and location information-based smartphone applications.

Since its founding in 2003, Micware has built over 20 years of experience in automotive software and has established long-term relationships with major original equipment manufacturers (“OEM”) in Japan, including Honda Motor Co., Ltd. and Toyota Motor Corporation. Leveraging its engineering capabilities, proprietary technologies, and long-standing OEM relationships, the Company was ranked 9th among Japan-based Tier 1 suppliers in the IVI market in terms of revenue as of February 28, 2024, according to an industry report titled “IVI, Automotive Navigation System and Digital Mapping Market” commissioned by the Company and prepared by Frost & Sullivan. Micware operates across Japan through six operating entities and 12 branch offices and has established subsidiaries in the United States, Thailand, and Germany for overseas operations.

For more information, please visit the Company’s IR website: www.ir-micware.com.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements, including, but not limited to the Company’s intended use of proceeds. 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. These statements are subject to uncertainties and risks, including, but not limited to, the uncertainties related to market conditions, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. 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 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.

For more information, please contact:

Micware Co., Ltd.

Investor Relations Department

Email: mic_ir@micware.co.jp

Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com

FAQ

How much did Micware Co., Ltd. (MWC) raise in its IPO including the over-allotment?

Micware raised aggregate gross proceeds of about US$26.2 million from its initial public offering, including the full exercise of the underwriter’s over-allotment option. This total is before deducting underwriting discounts and other offering expenses payable by the company.

How many Micware (MWC) ADSs were sold in the IPO after the over-allotment option?

After the underwriter exercised its over-allotment option in full, Micware sold a total of 3,277,500 ADSs in the public offering. This includes the original 2,850,000 ADSs plus an additional 427,500 ADSs at the same public offering price.

What was the public offering price for Micware (MWC) American Depositary Shares?

Each Micware American Depositary Share was priced at US$8.00 per ADS in the public offering. Every ADS represents one ordinary share of the company, providing U.S. investors a way to hold an interest in Micware’s underlying Japanese equity.

How much additional capital did Micware (MWC) receive from the over-allotment ADSs?

The full exercise of the over-allotment option generated US$3,420,000 in additional gross proceeds for Micware. This amount reflects the sale of 427,500 extra ADSs at US$8.00 each, before underwriting discounts and offering-related expenses are deducted.

What will Micware (MWC) use its IPO proceeds for?

Micware intends to use IPO proceeds to fund its DSMM project, expand the micAuto-PF in-vehicle infotainment platform, support general corporate purposes, pursue strategic investments in Software Defined Vehicles and Location-Based Services, and increase its marketing and advertising activities to strengthen market presence.

On which exchange and under what ticker symbol do Micware (MWC) ADSs trade?

Micware’s American Depositary Shares trade on the Nasdaq Global Market under the ticker symbol “MWC”. Trading began on May 14, 2026, following the effectiveness of the company’s registration statements related to the initial public offering in the United States.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 11.3 KB