(Note: This is a new IPO prospectus – F-1 filing – by HW Electro Co., Ltd., dated April 26, 2024. This IPO is an NYSE – American Exchange listing under the proposed symbol “HWEC” for the American Depositary Shares (ADS). The company’s previous IPO plans had called for a NASDAQ listing; those plans were withdrawn on April 26, 2024, according to an SEC filing.)

We are the first company in Japan to obtain a license plate number for imported electric light commercial vehicles. We are the second company and also one of the three companies that sell electric light commercial vehicles in Japan as of the date of this prospectus. (Incorporated in Japan) 

The electric light commercial vehicles we sell belong to the category of “light commercial vehicles,” which are commercial carrier vehicles with a gross vehicle weight of no more than 3,500 kilograms.

We commenced selling and delivering two models of electric light commercial vehicles, ELEMO and ELEMO-K, in Japan in April 2022 and July 2022, respectively, and have been working with Cenntro, our cooperating manufacturer, to produce them under our brand, “ELEMO,” in its factory in Hangzhou, China. ELEMO is the first electric vehicle we sell and (it)  is the second electric light commercial vehicle that has ever been sold in Japan since the commencement of sales of MINICAB-MiEV in December 2011, which was the first electric light commercial vehicle produced by Mitsubishi Motors Corporation. Since June 2023, we have commenced the sales of a new model called “ELEMO-L,” a van-type electric vehicle that could be used for commercial and recreational camping purposes, which we expect may enable us to increase consumer market penetration.

Under our Exclusive Basic Transaction Agreement dated March 31, 2021 with Cenntro (the “Exclusive Basic Transaction Agreement”), Cenntro manufactures ELEMO, ELEMO-K, ELEMO-L, and other electric vehicles under the specifications designated by us in their manufacturing factories in China and delivers the electric vehicles to the ports in China designated in the individual agreement for a particular order. We arrange for the shipment from these ports to the Port of Yokohama or other designated ports in Japan. Upon arrival, we transport the vehicles to our research laboratory located in Chiba, Japan, for inspection, and then send them to our business partners’ facilities, Anest Iwata’s factory in Fukushima, Japan, and TONOX’s factories in Kanagawa, Japan. The specialists of Anest Iwata, a Tokyo Stock Exchange-listed company that specializes in industrial machinery, supplies, and components, and TONOX, a Japanese commercial vehicle manufacturer, modify the vehicles to comply with the regulations and standards for the Japanese market, install the accessories, and undertake the inspection in accordance with our instructions. After the inspection and modifications, we deliver the electric vehicles to the governmental vehicle inspection office, the National Agency for Automotive and Land Transportation Technology, for individual imported vehicle inspection, and the local land transportation office for registration. Upon completion of the individual imported vehicle inspection and registration, we conduct the final inspection in our research laboratory located in Chiba, Japan, and deliver the electric light commercial vehicles to the customers.

Since the inception of our operation, we have been leveraging the customizability and adjustability of our electric light commercial vehicles to attract corporations in different industries and local governments that have varying needs from their departments in Japan. During the fiscal years ended September 30, 2023 and 2022, we sold and delivered 52 and 16 electric light commercial vehicles to 14 and 11 customers, respectively.

Note: Net loss and revenue figures are in U.S. dollars (converted from Japanese yen) for the fiscal year that ended Sept. 30, 2023.

(Note: HW Electro Co., Ltd. filed its new F-1 (prospectus) on April 26, 2024, disclosing plans for its IPO and its listing of American Depositary Shares (ADS) on the NYSE – American Exchange: 3.75 million ADS at an assumed IPO price of $3.00 per ADS. Each ADS represents one ordinary share. Background: HW Electro Co., Ltd. withdrew its previous IPO plans that called for a listing on the NASDAQ with a different proposed symbol.)