F-1/A: HW Electro Faces Going Concern Doubts Amidst Mounting Losses and IPO Debt Repayment Focus

Sentiment:

Initial Public Offering Amendment 2 June 2025 5:27 PM

Japanese electric vehicle importer HW Electro Co., Ltd. is pursuing an initial public offering on Nasdaq to raise capital, primarily to address significant debt and a substantial working capital deficit, as its auditor raises 'substantial doubt' about its ability to continue as a going concern.

Delay expectedThe company defaulted on a $3,741,010 loan from Shoko Chukin Bank due on October 31, 2023; the repayment date was extended to the consummation date of this offering.The company and CEO Mr. Weicheng Hsiao agreed to extend the repayment date of outstanding short-term loans from the CEO, originally due March 31, 2025, to May 31, 2025.The maturity date for a $418,848 unsecured loan from Car Conveni, originally due May 31, 2024, was extended to June 30, 2025.The maturity date for a $139,616 secured loan from Car Conveni, originally due April 10, 2024, was extended to June 30, 2025.The repayment due date for a $139,616 loan from shareholder Mr. Kimoto Yasuya, originally due October 31, 2023, was extended to June 30, 2025.

Capital raiseThe company is conducting an initial public offering of 4,150,000 ADSs to raise approximately $13.96 million in net proceeds (or $16.25 million with full over-allotment exercise).During the fiscal year ended September 30, 2023, the company issued 7,757,030 Ordinary Shares in private transactions for aggregate gross proceeds of approximately $9.8 million.During the fiscal year ended September 30, 2024, the company received an aggregate of approximately $4,583,567 from borrowings from third parties and its Chief Executive Officer, Mr. Weicheng Hsiao.The company's ability to continue as a going concern depends on its ability to raise additional capital through private or public offerings.

Worse than expectedThe company has incurred significant net losses for the fiscal years ended September 30, 2024 ($6,002,417) and 2023 ($14,278,256).The company has a substantial working capital deficit of $6,878,093 as of September 30, 2024.The company experienced net cash outflows from operating activities of $158,252 in fiscal year 2024 and $11,676,441 in fiscal year 2023.The company's independent registered public accounting firm has raised 'substantial doubt' about its ability to continue as a going concern.

Summary

HW Electro Co., Ltd. is a Japanese company specializing in importing and selling electric light commercial vehicles, being the first in Japan to obtain a license plate for imported electric light commercial vehicles and one of five companies in the market.
The company is offering 4,150,000 American Depositary Shares (ADSs) at an assumed initial public offering price of $4.00 per ADS, aiming to raise approximately $13.96 million in net proceeds, or $16.25 million if the over-allotment option is fully exercised.
A significant portion of the IPO proceeds, approximately 44% ($6,142,677), is allocated to partially repay outstanding loans to third parties, a related party, and a shareholder, with another 15% ($2,094,094) for other current liabilities.
The company reported a net loss of $6,002,417 for the fiscal year ended September 30, 2024, and $14,278,256 for the fiscal year ended September 30, 2023.
As of September 30, 2024, HW Electro had a working capital deficit of $6,878,093 and net cash outflows from operating activities of $158,252.
The company's auditor, WWC, P.C., has raised 'substantial doubt' about HW Electro's ability to continue as a going concern due to significant losses, working capital deficiency, and the need for additional funds.
Revenue increased by 27.5% from $1.4 million in fiscal year 2023 to $1.8 million in fiscal year 2024, primarily from the sale of electric light commercial vehicles.
The company sold and delivered 87 electric light commercial vehicles to 11 customers in fiscal year 2024, up from 52 vehicles to 14 customers in fiscal year 2023.
HW Electro has received 821 orders for its electric light commercial vehicles as of the prospectus date and expects to deliver 500 vehicles in fiscal year 2025, mainly under a sales agreement with Car Conveni for 512 vehicles.
The company relies on Cenntro, a manufacturer in China, for all its electric light commercial vehicles and partners with Anest Iwata and TONOX for modifications and Japan Autobody Repair Work Association for after-sales services.

Sentiment

Score: 2

Explanation: The company faces severe financial distress, evidenced by significant and increasing net losses, a substantial working capital deficit, and an explicit 'going concern' warning from its auditor. While there are growth strategies and increasing sales volume, the fundamental financial health is extremely weak, and a large portion of IPO proceeds is earmarked for debt repayment rather than direct growth, indicating a precarious financial position.

Positives

HW Electro is an early mover in the Japanese electric light commercial truck market, being the first to obtain a license plate for imported electric light commercial vehicles and one of only five companies in the sector.
The company's products, ELEMO and ELEMO-K, offer customizability and adjustability, catering to diverse needs across industries like logistics, food and beverage, agriculture, and government departments.
A new model, ELEMO-L, launched in June 2023, is expected to increase consumer market penetration by serving both commercial and recreational camping purposes.
The company has secured a significant sales agreement with Car Conveni to purchase 512 vehicles of the ELEMO Series, with 39 vehicles already delivered.
Total orders for electric light commercial vehicles have reached 821 as of the prospectus date, a substantial increase from previous sales volumes.
Revenue from electric light commercial vehicle sales increased by 27.5% from fiscal year 2023 to fiscal year 2024, indicating growing market acceptance.
The company plans to launch its first original designed product, PUZZLE, a commercial van for the Japanese market, in the second half of 2026, aiming to reduce dependence on its sole manufacturer.
Development of the HW ELECTRO Platform Service, launched in September 2023, aims to diversify revenue sources by offering data analysis and vehicle management tools to customers.
The company has a strong and experienced management team with multidisciplinary experience in the automobile industry.

Negatives

The company has incurred significant losses, with a net loss of $6,002,417 in fiscal year 2024 and $14,278,256 in fiscal year 2023, raising 'substantial doubt' about its ability to continue as a going concern.
HW Electro has a significant working capital deficit of $6,878,093 as of September 30, 2024, and experienced net cash outflows from operating activities of $158,252 in fiscal year 2024.
The company is highly dependent on a single manufacturer, Cenntro, for all its electric light commercial vehicles, creating vulnerability to supply disruptions, quality issues, and cost increases.
A significant portion of total revenue is derived from a few major customers (56% from one, 21% from another in FY2024), making the company vulnerable to the loss of business from any of them.
The company does not directly control certain costs related to its business, such as manufacturing costs charged by Cenntro, which could put it at a disadvantage against vertically integrated competitors.
The company's exclusive distribution right with Cenntro is conditional on selling more than 500 vehicles or an additional 100 vehicles compared to the previous year, a target not met in 2023 or 2024, risking loss of exclusivity.
The range of electric light commercial vehicles on a single charge declines over time, which may negatively influence potential customer decisions.
The company has substantial indebtedness, totaling $4,869,078 as of September 30, 2024, with a significant portion of IPO proceeds allocated to debt repayment rather than growth initiatives.
The company has engaged in numerous transactions with related parties, including loans to and from the CEO and other directors, which present potential conflicts of interest.
The company has a limited operating history, making it difficult to evaluate its long-term prospects and ability to achieve sustained profitability.

Risks

Substantial doubt about the company's ability to continue as a going concern due to significant losses and working capital deficiency.
Limited operating history makes it difficult to evaluate results of operations and prospects, and past revenue growth may not be indicative of future performance.
Significant dependence on a single manufacturer (Cenntro) exposes the company to supply disruptions, quality control issues, and increased costs.
High concentration of revenue from a few major customers means loss of business from any of them could significantly impact financial performance.
Lack of direct control over certain costs, such as manufacturing prices from Cenntro, could lead to higher prices and reduced market share.
Risks associated with long-distance transportation of vehicles from China to Japan, including increased costs, loss of vehicles, and delivery delays.
Potential loss of exclusive distribution rights from Cenntro if sales targets (500 vehicles or 100 additional vehicles annually) are not met.
Continued reliance on electric light commercial vehicle sales for a significant portion of revenue, making the company vulnerable to reduced demand for these products.
Defects or performance problems in vehicles could result in customer loss, reputational damage, decreased revenue, and warranty/product liability claims.
Developments in alternative technologies or improvements in internal combustion engines could adversely affect demand for electric light commercial vehicles.
Significant dependence on business partners (Anest Iwata, TONOX, ENEOS WING, Japan Autobody Repair Work Association) means disruptions in their operations could materially affect the company.
Inability to retain the chief executive officer and other key executives, or attract qualified personnel, could impede future success.
Failure to protect intellectual property or the intellectual property of business partners could adversely affect the company.
Requirement for significant additional cash to fund operations and expansion, with no assurance of obtaining capital on satisfactory terms.
Current insurance policies may not provide adequate coverage against all claims, leading to uninsured losses.
Burdensome compliance with new environmental regulations could harm results.
Inability to manage expansion of operations effectively could lead to failure in meeting commitments and damaged reputation.
Resurgence of COVID-19, particularly in China, could disrupt supply chain and operations.
Adverse effects from fluctuations in the exchange rate between USD and JPY.
Negative impact on global economy and capital markets from geopolitical instability (e.g., Russia-Ukraine conflict, Israel-Hamas conflict), potentially leading to sanctions on China affecting supply chain.
Operating in a competitive market where competitors may have longer operating histories, greater resources, and better supplier relationships.
Cybersecurity incidents could materially and adversely affect business, especially with the HW ELECTRO Platform Service.
Substantial indebtedness could limit cash flow, ability to obtain additional financing, and flexibility in business planning.
Transactions with related parties present possible conflicts of interest.
Uncertainty in regulatory regimes governing electric vehicles in Japan, with new regulations potentially impacting development.
Reliance on third-party platforms (Apple CarPlay, Android Auto) for PUZZLE's operation, with potential for interruptions or changes in terms.
An active trading market for ADSs may not develop, leading to volatility and difficulty in reselling at or above IPO price.
Immediate and substantial dilution in net tangible book value for new investors.
Share ownership will remain concentrated in the hands of management after the offering, allowing them to exercise significant influence.
Future sales of substantial amounts of ADSs could adversely affect market price.
Failure to implement and maintain an effective system of internal control could lead to misstatements and loss of investor confidence.
Substantial increased costs as a result of being a public company.
Potential extreme stock price volatility unrelated to operating performance, making it difficult for investors to assess value.
No intention to pay dividends for the foreseeable future, meaning return on investment depends solely on price appreciation.
Management has broad discretion over the use of net proceeds, which may not satisfy creditors or enhance results.
Rights of shareholders under Japanese law may differ from other jurisdictions, potentially offering less protection.
ADS holders may have fewer rights than ordinary shareholders and must act through the depositary.
ADS holders may not be entitled to a jury trial for claims under the deposit agreement.
ADS holders may not receive distributions if it is illegal or impractical to make them available.
Limitations on transfer of ADSs and potential for deposit agreement amendments without consent.
Difficulty enforcing judgments obtained in courts outside Japan.
Dividend payments and sale proceeds affected by JPY/USD exchange rate fluctuations.
Risk of ceasing to qualify as a foreign private issuer, leading to increased compliance costs.
As an emerging growth company, the company may take advantage of exemptions, making performance comparisons difficult.
Classification as a passive foreign investment company (PFIC) could have adverse U.S. federal income tax consequences for U.S. taxpayers.

Future Outlook

HW Electro plans to significantly expand its sales and distribution channels, including strategic alliances with Bosai System and Autobacs Seven. The company intends to develop its own original designed products, starting with 'PUZZLE' in the second half of 2026, to reduce dependence on its current manufacturer and enhance customizability. It also aims to diversify revenue sources through the 'HW ELECTRO Platform Service,' expecting it to contribute at least 7.4% of total revenue by fiscal year 2027. Long-term plans include implementing Level 4 autonomous driving technology on its vehicles by the 2030s. The company expects to deliver 500 electric light commercial vehicles in fiscal year 2025, primarily from the Car Conveni agreement.

Management Comments

"Our ability to continue as a going concern depends on us being able to generate positive operating cash flows and raise additional capital significant enough to result in operating profitability."
"We believe the Japanese electric light commercial truck market is still growing."
"We believe the following competitive strengths are essential for our success and differentiate us from our competitors: an early mover in the Japanese electric light commercial truck market; the customizability and adjustability of our products; and strong and experienced management."
"We expect that our results of operations will, for at least the next five years, continue to depend on the sales of our electric light commercial vehicles."
"We expect the launch of the HW ELECTRO Platform Service and its constant upgrade to diversify the sources of our total revenue to the extent that revenue generated from the sales of our electric light commercial vehicles comprises no greater than 92.6% and the revenue generated from HW ELECTRO Platform Service at least contributes 7.4% of our total revenue for the fiscal year ended September 30, 2027."
"We plan to implement Level 4 autonomous driving technology and the operating system on our electric light commercial vehicles by connecting it to the HW ELECTRO Platform Service and expect to launch them in the Japanese market during the 2030s."
"We believe ELEMO and ELEMO-K are differentiated products, and the adverse impact from competitors is expected to be limited."

Industry Context

The Japanese electric light commercial vehicle market is described as oligopolistic and still in its early stages, with only five companies currently selling such vehicles: Mitsubishi Motors Corporation, ASF Co. Ltd., FOLOFLY Co., Ltd., Honda Motor Co., Ltd., and HW Electro. While Mitsubishi Motors was the first to market, its production was temporarily discontinued, allowing HW Electro to be an early mover. The market is characterized by rapidly changing technologies, price competition, and evolving government regulations. The company aims to differentiate itself through product customizability and its planned HW ELECTRO Platform Service, which aligns with broader trends in vehicle connectivity and data utilization. The long-term goal of implementing Level 4 autonomous driving technology also positions the company within the advanced mobility sector, though this is a highly speculative and capital-intensive area.

Comparison to Industry Standards

HW Electro is positioned as an early mover in the Japanese electric light commercial truck market, being the second company to sell such vehicles and one of only five currently active, including Mitsubishi Motors Corporation, ASF Co. Ltd., FOLOFLY Co., Ltd., and Honda Motor Co., Ltd.
The company's ELEMO and ELEMO-K models are differentiated by their pick-up body type, which is unique in the Japanese electric light commercial vehicle market, setting them apart from competitors like MINICAB-MiEV, ASF 2.0, F-1 VAN, and N-VAN e, which are different body types.
While the initial purchase prices of HW Electro's vehicles are higher than comparable gasoline-powered light commercial vehicles, the company highlights long-term cost-friendliness due to lower energy costs (e.g., ELEMO-K's energy cost of ~$3.3/day/120km vs. gasoline vehicle's ~$8.7/day/120km).
HW Electro's vehicles are presented as eco-friendly, with ELEMO-K demonstrating an approximate 67.56% reduction in CO2 emissions compared to a same-level gasoline-powered light commercial truck (1,567.6 kg/year vs. 4,832.7 kg/year).
The company's reliance on a single manufacturer (Cenntro in China) for all its vehicles contrasts with more vertically integrated automakers like Mitsubishi Motors Corporation, which has greater control over its supply chain and potentially more favorable terms from suppliers.
HW Electro's strategy of leveraging customizability and adjustability of its products aims to attract a broader customer base, including corporations and local governments, a competitive approach in a nascent market.
The planned development of its own original designed product, PUZZLE, and the HW ELECTRO Platform Service, including future Level 4 autonomous driving technology, indicates an ambition to compete on innovation and integrated services, similar to broader trends seen in the global EV industry.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Financial Officer	NA	Bo Lyu	September 2024	Appointment to the role, bringing over 10 years of experience in corporate financing and public company management.
Audit and Supervisory Committee Member	Corporate Auditor	Taisuke Otsubo	November 2023	Transition from Corporate Auditor role.
Independent Director and Nominating Committee Member, Audit and Supervisory Committee Member	NA	Hirotaka Ikeda	May 2023 (Independent Director, Nominating Committee), November 2023 (Audit and Supervisory Committee)	Appointment to these roles.
Independent Director and Nominating Committee Member, Audit and Supervisory Committee Member	Director	Takayuki Tokoroda	May 2023 (Independent Director, Nominating Committee), November 2023 (Audit and Supervisory Committee)	Transition from Director role and appointment to committees.
Independent Director	NA	Yuri Konno	May 2023	Appointment to the role.
Independent Director and Compensation Committee Member	NA	Koki Kawana	May 2023	Appointment to these roles.
Independent Director and Compensation Committee Member	NA	Feng Wu	May 2023	Appointment to these roles.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Composition	The board of directors consists of eight directors, six of whom are independent, satisfying Nasdaq independence requirements. This is a voluntary practice as Japanese law does not require a majority of independent directors.	As of prospectus date (May 2023 for new appointments)	Enhances oversight and aligns with U.S. corporate governance expectations, potentially increasing investor confidence despite foreign private issuer exemptions.
Committee Structure	Established an Audit and Supervisory Committee (composed of Taisuke Otsubo, Hirotaka Ikeda, Takayuki Tokoroda), a Compensation Committee (composed of Koki Kawana and Feng Wu), and a Nominating Committee (composed of Hirotaka Ikeda and Takayuki Tokoroda). All committee members are independent.	November 2023 (Audit & Supervisory), May 2023 (Compensation & Nominating)	Strengthens internal controls, executive compensation oversight, and director nomination processes, aligning with best practices for public companies, even as a foreign private issuer.
Foreign Private Issuer Status	The company qualifies as a foreign private issuer, allowing it to follow Japanese home country corporate governance practices in lieu of certain Nasdaq rules (e.g., board independence majority, quorum requirements for shareholder meetings).	Upon completion of this offering	Provides flexibility in governance but may offer less protection to U.S. shareholders compared to domestic issuers, potentially impacting investor perception.
Code of Business Conduct and Ethics	Expected adoption of a code of business conduct and ethics applicable to all directors and employees prior to the closing of the offering.	Prior to closing of this offering	Establishes ethical guidelines and promotes responsible conduct, which is crucial for public company transparency and investor trust.

Legal Proceedings

As of September 30, 2024, and through the date of the prospectus (May 8, 2025), there were no pending or threatened material legal or administrative proceedings against the company.

Related Party Transactions

The company recorded sales of fully electric light commercial vehicles to Goodride Japan INC. (owned by CEO Mr. Weicheng Hsiao) in fiscal year 2022, with an account receivable outstanding as of September 30, 2022.
The company prepaid a lump sum consignment fee to Goodride Japan INC. for services including car tire development, product testing, and consultation, which was outstanding as of September 30, 2022, but expired by September 30, 2023.
The company obtained short-term loans from CEO Mr. Weicheng Hsiao to finance working capital requirements, with an aggregate outstanding balance of $1,371,535 as of September 30, 2024 (non-trade, unsecured, interest-free, repayment extended to March 31, 2025, then May 31, 2025).
CEO Mr. Weicheng Hsiao obtained short-term loans from the company, with an aggregate amount payable of $2,969,777 as of September 30, 2023, which were fully repaid by November 2, 2023.
The company engaged Goodride Japan INC., Delta Co. Ltd. (director Mr. Eiji Fujino is representative director), BH Co., Ltd. (director Mr. Takayuki Tokoroda is CEO), and Legents Judicial Scriveners Corporation (director Mr. Taisuke Otsubo is representative partner) for outsourcing services for daily operations, incurring commission fees.
The company leased an operating office from Goodride Japan INC. and purchased car tires from Goodride Japan INC. and charging cables from Kyouwatsusho Co., Ltd. (director Mr. Feng Wu is CEO).
The company accrued operating expenses owed to related parties including Delta Co. Ltd., Goodride Japan INC., BH Co., Ltd., Mr. Weicheng Hsiao, Mr. Takayuki Tokoroda, and Legents Judicial Scriveners Corporation.
The company obtained a short-term loan of $200,763 from shareholder Mr. Kimoto Yasuya in fiscal year 2023, with an outstanding balance of $139,616 as of September 30, 2024 (non-trade, unsecured, 5% interest, repayment extended to June 30, 2025).
The company purchased one electric light commercial vehicle and materials from Kyowatsusho Co., Ltd., resulting in accounts payable of $19,915 as of September 30, 2024.

Stakeholder Impact

**Shareholders (Existing & New):** Existing shareholders will experience immediate and substantial dilution in net tangible book value ($3.93 per ADS for new investors). The concentration of ownership by management (41.6% post-IPO) means they will retain significant influence. The 'going concern' warning and substantial losses pose a high risk of investment loss. Future share price volatility is expected.
**Employees:** The company plans to expand its team, prioritizing experienced professionals in engineering, sales, product planning, and after-sales services, and building a sustainable organizational foundation by hiring and developing younger professionals. However, the company's financial instability could impact job security and future compensation.
**Customers:** The company aims to attract more customers through expanded sales channels (Car Conveni, ENEOS WING) and new products (ELEMO-L, PUZZLE). After-sales services are provided through Japan Autobody Repair Work Association. However, potential defects or performance issues in vehicles, or the company's financial instability, could affect customer satisfaction and long-term support.
**Suppliers (Cenntro):** The company's high dependence on Cenntro for manufacturing means Cenntro's operations and financial health directly impact HW Electro's supply chain. Any deterioration in this relationship or Cenntro's ability to supply could severely affect HW Electro.
**Creditors:** A significant portion of IPO proceeds is allocated to repay outstanding loans, which is positive for creditors. However, the company's 'going concern' status and history of loan repayment extensions (e.g., Shoko Chukin Bank, Car Conveni, Mr. Weicheng Hsiao, Mr. Kimoto Yasuya) indicate ongoing risk for lenders.
**Regulatory Authorities (SEC, Nasdaq):** The company is subject to increased reporting requirements as a public company and must maintain Nasdaq listing criteria. Failure to meet these, or to resolve the going concern issue, could lead to delisting or regulatory scrutiny.

Next Steps

Complete the initial public offering and list ADSs on the Nasdaq Capital Market under the symbol HWEP.
Utilize IPO net proceeds for partial repayment of outstanding loans ($6,142,677), repayment of accruals and other current liabilities ($2,094,094), purchase of electric vehicles and general corporate purposes, research and development of PUZZLE, and marketing.
Continue to expand sales and distribution channels, including developing strategic alliances with Bosai System and Autobacs Seven.
Develop and launch the first original designed electric light commercial vehicle, PUZZLE, in the second half of 2026.
Maintain and further develop business relationships with existing and potential customers to foster referrals and loyalty.
Improve public relations and brand awareness through new showrooms, exhibitions, dealer collaborations, and social media.
Continue developing and upgrading the HW ELECTRO Platform Service to incorporate more functions and diversify revenue sources.
Enter into a consignment contract with a technology development company to research and develop Level 4 autonomous driving technology and its compatibility with electric light commercial vehicles.
Implement Level 4 autonomous driving technology and the operating system on electric light commercial vehicles and launch them in the Japanese market during the 2030s.
Address the substantial doubt about its ability to continue as a going concern by generating positive operating cash flows and securing additional capital.

Key Dates

Date	Description
2019-05-24	HW Electro Co., Ltd. incorporated in Koto-ku, Tokyo, Japan.
2021-03-31	Entered into a five-year Exclusive Basic Transaction Agreement with Cenntro for manufacturing electric light commercial vehicles.
2021-06-09	Awarded options to purchase 3,750,000 Ordinary Shares to officers, directors, employees, and consultants.
2021-06-30	Shareholders approved an increase in issued capital from JPY10 million to JPY97.5 million and an increase in Ordinary Shares from 10,000,000 to 12,312,500, issuing 2,312,500 Ordinary Shares to six investors.
2021-07-01	Shareholders approved an increase in issued capital from JPY97.5 million to JPY102.5 million.
2021-08-04	Registered trademarks HWE, ELEMO, and HW ELECTRO in Japan.
2021-10-08	Shareholders approved an increase in issued capital from JPY102.5 million to JPY152.499985 million and an issuance of 1,428,571 Series A convertible preferred shares.
2021-10-20	Issued 1,428,571 Series A convertible preferred shares to one accredited investor.
2021-10-20	Autobacs Seven commenced discussions for strategic alliance.
2021-12-28	Shareholders approved an increase in issued capital from JPY152.499985 million to JPY249.999985 million and an increase in Ordinary Shares from 13,287,500 to 13,287,500, issuing 975,000 Ordinary Shares to nine investors.
2021-12-28	Issued 975,000 Ordinary Shares to nine investors.
2021-12	Taisuke Otsubo served as Corporate Auditor until November 2023.
2021-12	Takayuki Tokoroda served as Director until April 2023.
2022-02-28	Shareholders approved an increase in issued capital from JPY249.999985 million to JPY284.999985 million and an increase in Ordinary Shares from 13,287,500 to 13,487,500, issuing 200,000 Ordinary Shares to one investor.
2022-02-28	Issued 200,000 Ordinary Shares to one investor.
2022-03-28	Shareholders approved an increase in issued capital from JPY284.999985 million to JPY327.500135 million and an increase in Ordinary Shares from 13,487,500 to 13,730,358, issuing 242,858 Ordinary Shares to two investors.
2022-03-28	Issued 242,858 Ordinary Shares to two investors.
2022-04	Commenced selling and delivering ELEMO electric light commercial vehicles in Japan.
2022-05-16	Entered into a membership agreement with Japan Autobody Repair Work Association for after-sale services.
2022-07	Commenced selling and delivering ELEMO-K electric light commercial vehicles in Japan.
2022-07	Commenced discussions with Bosai System for strategic alliance.
2022-09-30	End of fiscal year 2022.
2022-10	Began recruiting additional salespersons to expand sales scale.
2022-11	Mitsubishi Motors Corporation resumed production of MINICAB-MiEV.
2022-12-15	Shareholders approved an increase in issued capital from JPY327.500135 million to JPY365.250785 million and an increase in Ordinary Shares from 13,730,358 to 13,946,076, issuing 215,718 Ordinary Shares to seven investors.
2022-12-15	Issued 215,718 Ordinary Shares to seven investors.
2023-01-31	Issued 571,930 Ordinary Shares to one accredited investor.
2023-02	Implemented measures to increase orders for electric light commercial vehicles.
2023-02	Collaboration with ENEOS WING commenced to promote sales and distribution.
2023-02-28	Issued 857,143 Ordinary Shares to one accredited investor.
2023-03-29	Issued 40,000 Ordinary Shares to one investor.
2023-03-30	Issued 40,000 Ordinary Shares to two investors.
2023-03-31	Issued 1,735,724 Ordinary Shares to 25 investors.
2023-04-01	Issued 20,000 Ordinary Shares to one investor.
2023-04-03	Issued 20,000 Ordinary Shares to one investor.
2023-04-10	Issued 200,000 Ordinary Shares to one accredited investor.
2023-04-11	Issued 20,000 Ordinary Shares to one investor.
2023-04-12	Issued 20,000 Ordinary Shares to one investor.
2023-04	ASF Co. Ltd. entered the market and started selling ASF 2.0.
2023-04-24	Issued 92,000 Ordinary Shares to one investor.
2023-04-25	Issued 6,000 Ordinary Shares to one investor.
2023-04-28	Issued 40,000 Ordinary Shares to one investor.
2023-05	Yuri Konno, Koki Kawana, and Feng Wu appointed as Independent Directors.
2023-05	Hirotaka Ikeda and Takayuki Tokoroda appointed as Independent Directors and Nominating Committee Members.
2023-06	Commenced sales of new model ELEMO-L.
2023-06	Began maintaining directors and officers insurance policies.
2023-06-10	Stock options granted on June 9, 2021, vested.
2023-07-20	Board of directors approved a 1:2 share split of outstanding Ordinary Shares and Series A convertible preferred shares, effective September 1, 2023.
2023-08-31	Autobacs Seven requested conversion of its 2,857,142 Series A convertible preferred shares.
2023-08-31	Issued 2,857,142 Ordinary Shares to Autobacs Seven in exchange for Series A convertible preferred shares.
2023-09	Launched HW ELECTRO Platform Service to all customers.
2023-09-01	1:2 share split of Ordinary Shares and Series A convertible preferred shares became effective.
2023-09-30	End of fiscal year 2023.
2023-10-20	Canceled 2,857,142 Series A convertible preferred shares acquired from Autobacs Seven.
2023-10-31	Loan of $3,741,010 from Shoko Chukin Bank became due and defaulted.
2023-11	Taisuke Otsubo, Hirotaka Ikeda, and Takayuki Tokoroda appointed as Audit and Supervisory Committee Members.
2023-11-02	CEO Mr. Weicheng Hsiao fully repaid short-term loans from the company.
2023-11	FOLOFLY Co., Ltd. introduced its electric light commercial vehicle, F-1 VAN, to the Japanese market.
2023-12-08	Began obtaining a series of short-term loans from CEO Mr. Weicheng Hsiao.
2023-12-19	Obtained a short-term loan of $669,210 from Mr. Koichi Inutsuka.
2024-01-10	Provided a full refund of $275,452 to a customer for a returned vehicle.
2024-03-28	Obtained a short-term unsecured loan of $418,848 from Car Conveni.
2024-03-28	Obtained a short-term secured loan of $139,616 from Car Conveni.
2024-04-09	Obtained short-term unsecured loan of $69,808 from Schatz Japan Corporation.
2024-04-23	Fully repaid loan to Schatz Japan Corporation.
2024-04-26	Fully repaid loan to Mr. Koichi Inutsuka.
2024-04-30	Made partial payment of $183,595 on Shoko Chukin Bank loan.
2024-04-30	Extended maturity date of Car Conveni unsecured loan to June 30, 2025.
2024-04-30	Extended maturity date of Car Conveni secured loan to June 30, 2025.
2024-05-13	Entered into a sales agreement with Car Conveni to purchase 512 vehicles.
2024-06-05	CEO Mr. Weicheng Hsiao signed a personal guarantee for $3,388,204 of the outstanding debt to Shoko Chukin Bank.
2024-07-11	Made partial payment of $169,211 on Shoko Chukin Bank loan.
2024-08-12	Obtained short-term unsecured loans of $69,808 from Schatz Japan Corporation.
2024-08-29	Fully repaid loans to Schatz Japan Corporation.
2024-08-30	Refund liability of $46,571 began bearing interest at 14.6%.
2024-09-16	Obtained short-term unsecured loans of $98,960 from Zhongchai Holding (Hong Kong) Limited.
2024-09-19	Obtained short-term unsecured loans of $115,183 from YS CO. LTD.
2024-09-27	Obtained short-term unsecured loans of $24,433 from YS CO. LTD.
2024-09-30	End of fiscal year 2024.
2024-09-30	Agreed with Mr. Kimoto Yasuya to extend repayment date for $139,616 loan to June 30, 2025.
2024-10	Honda Motor Co., Ltd. released its electric light commercial vehicle, N-VAN e, to the Japanese market.
2024-10-11	Began obtaining successive short-term loans from CEO Mr. Weicheng Hsiao.
2024-12-19	Fully repaid loans to YS CO. LTD (from Sep 19 & 27, 2024).
2024-12-23	Obtained a short-term unsecured loan of $139,616 from YS CO. LTD.
2025-01-13	Obtained a short-term unsecured loan of $139,616 from BH Co., Ltd.
2025-03-04	Fully repaid loan to YS CO. LTD (from Dec 23, 2024).
2025-03-31	CEO Mr. Weicheng Hsiao repaid $355,933 of loans obtained between Oct 1, 2024 and Mar 31, 2025.
2025-04-30	Company and Shoko Chukin Bank agreed to extend repayment date of loan from October 31, 2023 to the consummation date of this offering.
2025-05-08	Date financial statements were available to be issued.
2025-05-31	Extended repayment date for outstanding loans from CEO Mr. Weicheng Hsiao.
2025-06-02	Amendment No. 1 to Form F-1 filed with the U.S. Securities and Exchange Commission.
2025-06-30	Maturity date for several loans, including those from Car Conveni and Mr. Kimoto Yasuya.
2025-10-15	Repayment due date for loan from Zhongchai Holding (Hong Kong) Limited.
2026-10-31	Lease term for headquarters and one office expires (non-renewable).
2026-07-15	Lease term for one showroom expires (non-renewable).
2026-12	Expected launch of new electric light commercial vehicle model, PUZZLE.
2027-09-30	Target for HW ELECTRO Platform Service to contribute at least 7.4% of total revenue.
2028-12	Maturity date for long-term loan from Japan Finance Corporation.
2030s	Planned implementation and launch of Level 4 autonomous driving technology on electric light commercial vehicles in the Japanese market.
2031-08-04	Expiration date for registered trademarks HWE, ELEMO, and HW ELECTRO.
2036-06-09	Expiration date for stock options granted on June 9, 2021.

Recommendation

strong sell

Keywords

Electric Light Commercial Vehicles, EV, Japan, SEC Filing, F-1/A, IPO, Nasdaq, HW Electro, ELEMO, ELEMO-K, ELEMO-L, Cenntro, Car Conveni, Going Concern, Net Loss, Working Capital Deficit, Automotive Industry, Last-Mile Delivery, Commercial Vehicles, EV Market Japan, Corporate Governance, Risk Factors, Capital Raise, Debt Repayment, Supply Chain Risk, Related Party Transactions, Autonomous Driving, HW ELECTRO Platform Service

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