Micware Co., Ltd.

424B4 priced

Price $8.00 · 2,850,000 shares · Gross proceeds $22,800,000

EFFECT effective

CERT inactive

FWP supplemental

Range $7.00 to $9.00 · 2,150,000 shares · Gross proceeds $17,200,000

Micware Co., Ltd. has filed an Issuer Free Writing Prospectus (FWP) for its upcoming IPO, proposing the offering of 2,150,000 ADSs (up to 2,472,500 with full over-allotment). The ADSs represent ordinary shares, with an estimated offering price range of $7.00 to $9.00 per ADS. The filing outlines the use of proceeds for projects like Dynamic Street Map & Market Place (DSMM), software-defined vehicles (SDV), and marketing. The company, a Japan-based automotive software developer, highlights partnerships with Toyota and Honda, which each hold over 10% equity. The registration statement remains pending SEC approval.

8-A12B effective

Micware Co., Ltd. filed Form 8-A12B to register American Depositary Shares (ADSs) and ordinary shares on NASDAQ. The filing references its prior F-1 registration statement (filed March 6, 2026) and confirms ADSs are exempt from Section 12(a) of the Exchange Act under Rule 12a-8. No new operational details are provided beyond the registration process.

FWP supplemental

Range $7.00 to $9.00 · 2,150,000 shares · Gross proceeds $17,200,000

Micware Co., Ltd. is conducting an IPO offering 2,150,000 American Depositary Shares (ADSs) representing ordinary shares, with an option for 15% over-allotment. The offering price ranges from $7.00 to $9.00 per ADS, with $8.00 as the midpoint. Proceeds will fund DSMM expansion, general corporate purposes, SDV/LBS investments, and marketing. The company develops in-vehicle software, navigation systems, and mobility solutions for OEMs like Toyota and Honda, with a global presence across Japan, the U.S., Thailand, and Germany.

F-1/A amended

Price $8.00 · Range $7.00 to $9.00 · 2,150,000 shares · Gross proceeds $17,200,000

Micware Co., Ltd., a Japan-based software development and IT solutions provider focused on automotive and mobility sectors, is conducting an IPO of 2,150,000 American Depositary Shares (ADSs) representing ordinary shares. The offering price is expected to range between $7.00 and $9.00 per ADS, with an assumed price of $8.00. The company, an emerging growth company, aims to list on Nasdaq but faces uncertainties regarding approval. The IPO involves underwriters with a 7% discount and an over-allotment option. No prior public market exists for ADSs or ordinary shares.

F-1/A amended

Micware Co., Ltd. filed Amendment No. 2 to its F-1 registration statement, primarily adding exhibits related to the deposit agreement and American Depositary Receipt (ADR) structure, replacing the underwriting agreement. The filing emphasizes the company's emerging growth status and includes updated share split disclosures. The amendment focuses on procedural updates rather than substantive changes to the offering details.

F-1/A amended

Price $8.00 · Range $7.00 to $9.00 · 3,750,000 shares · Gross proceeds $30,000,000

Micware Co., Ltd. is conducting a firm commitment initial public offering (IPO) of 3,750,000 American Depositary Shares (ADSs), each representing one Ordinary Share. The ADSs are priced in a range of $7.00 to $9.00 per share, with an assumed price of $8.00. The offering includes an underwriter option to purchase an additional 15% of ADSs to cover over-allotments. The company plans to list ADSs on Nasdaq under the symbol MWC, though approval is pending. Micware is an emerging growth company with reduced reporting requirements and faces risks including market volatility, lack of public trading history, and reliance on key underwriters.

F-1 filed

Price $8.00 · Range $7.00 to $9.00 · 3,750,000 shares · Gross proceeds $30,000,000

Micware Co., Ltd. is conducting an initial public offering (IPO) of 3,750,000 American Depositary Shares (ADSs), each representing one ordinary share, with an expected price range of $7.00 to $9.00 per ADS. The company, structured as a holding company, operates through subsidiaries specializing in software development for IVI/GPS services, IoT logistics, and cloud solutions. The offering includes underwriting discounts, a potential 15% over-allotment option, and a requirement for Nasdaq approval to list the ADSs. The filing highlights risks related to market volatility, dilution, and dependency on subsidiaries.

DRS/A amended

Micware Co., Ltd. is conducting a firm commitment initial public offering (IPO) of American Depositary Shares (ADSs) representing its ordinary shares. The IPO aims to raise capital through the issuance of [ ] ADSs, with an expected price range of $[ ] to $[ ] per ADS. The company plans to list on the Nasdaq Global Select Market under the symbol MWC, though listing approval is not guaranteed. Micware is an emerging growth company subject to reduced reporting requirements. The offering includes underwriting discounts, reimbursement of expenses, and a 15% over-allotment option. The filing emphasizes risks related to its holding company structure, dependence on subsidiaries, and market volatility.

DRS/A amended

Micware Co., Ltd. is conducting a firm commitment initial public offering (IPO) of American Depositary Shares (ADSs) representing its ordinary shares. The company, structured as a holding company, operates through multiple subsidiaries focused on software development, IVI/GPS services, and IoT solutions. The IPO aims to list ADSs on Nasdaq under the symbol [*], though listing approval is not guaranteed. The offering includes underwriting discounts, a 45-day over-allotment option, and risks related to its holding company structure and market uncertainties.

DRS filed

Micware Co., Ltd. is preparing for its initial public offering (IPO) in the U.S., submitting a confidential draft registration statement (Form F-1) on August 29, 2025. The company, a Japanese holding company, operates through subsidiaries focused on software development for IVI, GPS, IoT, and mobility solutions. The IPO involves offering American Depositary Shares (ADSs) representing ordinary shares, with an expected price range of $[ ] to $[ ] per ADS. The filing outlines the company's structure, recent acquisitions, and risks, including dependency on subsidiaries and regulatory challenges.