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 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 ☐
Pricing and Closing of Initial Public Offering
On May 13, 2026, Micware Co., Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with A.G.P./Alliance Global Partners, as the sole underwriter (the “Underwriter”), relating to the Company’s initial public offering (the “IPO”) of 2,850,000 American Depositary Shares (the “ADSs”). Each ADS represents one ordinary share of the Company.
On May 15, 2026, the Company closed the IPO. The Company completed the IPO pursuant to (i) its registration statement on Form F-1 (File No. 333-294081), as amended, which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 6, 2026 and declared effective by the SEC on May 13, 2026, and (ii) its registration statement on Form F-1 (File No. 333-295864), which was filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, with the SEC and became effective on May 13, 2026. The ADSs were priced at $8.00 per ADS, and the offering was conducted on a firm commitment basis. The ADSs were approved for listing on The Nasdaq Global Market and commenced trading under the ticker symbol “MWC” on May 14, 2026.
The Company intends to use the net proceeds from the IPO for (i) Dynamic Street Map & Market Place (“DSMM”) project and the expansion of the Company’s proprietary in-vehicle infotainment 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.
In connection with the IPO, the Company issued three press releases, one on May 13, 2026, announcing the pricing of the IPO, one on May 14, 2026, announcing the listing on The Nasdaq Global Market, and one on May 15, 2026, announcing the closing of the IPO.
Copies of the three press releases are attached hereto as Exhibits 99.1, 99.2, and 99.3, respectively, and are 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.
EXHIBIT INDEX
| Exhibit No |
|
Description |
| 99.1 |
|
Press Release on Pricing of the Registrant’s Initial Public Offering |
| 99.2 |
|
Press Release on Listing on the Nasdaq Global Market |
| 99.3 |
|
Press Release on Closing of the Registrant’s Initial Public Offering |
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 15, 2026
Exhibit 99.1
Micware
Co., Ltd. Announces Pricing of Upsized Initial Public Offering
Kobe, Japan,
May 13, 2026 – Micware Co., Ltd. (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 the pricing of its upsized
initial public offering (the “Offering”) of 2,850,000 American Depositary Shares (“ADSs”) at a public offering
price of US$8.00 per ADS. Each ADS represents one ordinary share of the Company. The ADSs have been approved for listing on
the Nasdaq Global Market and are expected to commence trading on May 14, 2026 under the ticker symbol “MWC.” The Company
expects to receive aggregate gross proceeds of US$22.8 million from the Offering, before deducting underwriting discounts and
offering expenses. The Offering is expected to close on or about May 15, 2026, subject to the satisfaction of customary closing
conditions.
A.G.P./Alliance
Global Partners is acting as sole book-running manager for the Offering.
In
addition to the ADSs sold in the Offering, the Company has granted the underwriters a 45-day option to purchase up to an additional 427,500
ADSs to cover over-allotments, if any, at the public offering price, less underwriting discounts.
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.
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 is being 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, when available, via the SEC’s website at www.sec.gov.
Electronic copies of the final prospectus relating to the Offering may be obtained, when available, from A.G.P./Alliance Global Partners,
590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.
Before
you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about
the Company and the Offering. 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 proposed Offering
and 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, including the expectation that the Offering will be successfully
completed. 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
Exhibit 99.2
Micware Co., Ltd. Announces Listing on the Nasdaq Global Market in the U.S.
Kobe, Japan, May 14, 2026 – 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 its American Depositary Shares (“ADSs”) will commence trading on the Nasdaq Global Market under the ticker symbol “MWC” on May 14, 2026.
A.G.P./Alliance Global Partners is acting as the sole book-running manager for 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 is being 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./Alliance Global Partners, 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 in-vehicle infotainment (“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. 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, including the expectation that the Company’s
initial public offering will be successfully completed. 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
Exhibit
99.3
Micware
Co., Ltd. Announces Closing of Upsized Initial Public Offering
KOBE, Japan,
May 15, 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
the closing of its upsized initial public offering (the “Offering”) of 2,850,000 American Depositary Shares (“ADSs”)
at a public offering price of US$8.00 per ADS. Each ADS represents one ordinary share of the Company. The ADSs began trading
on the Nasdaq Global Market on May 14, 2026 under the ticker symbol “MWC.” The Company received aggregate gross proceeds
of US$22.8 million from the Offering, before deducting underwriting discounts and offering expenses.
A.G.P./Alliance
Global Partners (“A.G.P.”) acted as the sole book-running manager for the Offering.
In
addition to the ADSs sold in the Offering, the Company has granted the underwriters a 45-day option to purchase up to an additional 427,500
ADSs to cover over-allotments, if any, at the public offering price, less underwriting discounts.
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
