LAWR.NASDAQRobot Consulting Co, LTD

F-1/A: Robot Consulting Seeks SEC Waiver for IPO Financial Statement Age Requirement

Sentiment:

Registration Statement Amendment

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Robot Consulting Co., Ltd. is requesting a waiver from the SEC regarding the age of audited financial statements required for its initial public offering.

Capital raiseThe document relates to a proposed initial public offering of the company's American depositary shares, each representing one ordinary share of the company, in the United States.The company issued unregistered securities over the past three years, relying on Regulation D, Section 4(2), or Regulation S exemptions.

Summary

  • Robot Consulting Co., Ltd. is filing Amendment No. 4 to its Form F-1 registration statement.
  • The company is requesting a waiver from the SEC regarding the requirement to include audited financial statements no older than 12 months from the offering date, as stipulated in Item 8.A.4 of Form 20-F.
  • The company's audited financial statements are prepared according to US GAAP and cover the fiscal years ended March 31, 2024 and 2023, with unaudited interim statements as of September 30, 2024 and 2023.
  • The company represents that it is not required to comply with the 12-month rule in any other jurisdiction and that compliance would be impracticable and involve undue hardship.
  • Robot Consulting anticipates that its audited financial statements for the fiscal year ending March 31, 2025, will not be available before July 2025.
  • The company assures that it will not seek effectiveness of the registration statement if its audited financial statements are older than 15 months at the time of the IPO.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The document is a regulatory filing requesting a waiver, which is neither inherently positive nor negative. The company is taking steps to comply with regulations, but the need for a waiver introduces a slight element of uncertainty.

Positives

  • The company is proactively addressing a potential regulatory hurdle by requesting a waiver from the SEC.
  • The company commits to ensuring that its financial statements are no older than 15 months at the time of the IPO, providing some level of assurance to investors.

Negatives

  • The company cannot produce audited financial statements within 12 months of the offering date, which could raise concerns about the timeliness of its financial reporting.
  • The need for a waiver suggests potential challenges in the company's financial reporting timeline.

Risks

  • The SEC may deny the waiver request, potentially delaying the IPO.
  • The delay in producing audited financial statements could negatively impact investor confidence.
  • The company's reliance on exemptions for unregistered securities sales could attract regulatory scrutiny.

Future Outlook

The company anticipates that its audited financial statements for the fiscal year ended March 31, 2025 will not be available before July 2025, and it will not seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the IPO.

Management Comments

  • Amit Takur, Chief Executive Officer and Director, stated the company is submitting the letter to request a waiver from the SEC regarding financial statement requirements.

Industry Context

Many companies, especially foreign filers, face challenges in meeting the SEC's strict timelines for audited financial statements in IPOs, making waiver requests like this relatively common.

Comparison to Industry Standards

  • The request for a waiver on financial statement age is not uncommon for foreign companies listing in the U.S., as seen with past filings from companies like Alibaba and Coupang, who also sought similar waivers.
  • These companies, like Robot Consulting, argued that complying with the 12-month rule would cause undue hardship due to differing reporting timelines in their home jurisdictions.
  • The SEC often grants these waivers if the company commits to providing financials that are no older than 15 months at the time of the offering, aligning with the standard practice for most IPOs.

Stakeholder Impact

  • Shareholders will be impacted by the potential IPO and the company's ability to meet regulatory requirements.
  • Employees may be affected by the company's growth and expansion plans following the IPO.

Next Steps

  • The SEC will review the waiver request and make a determination.
  • The company will continue to prepare for its IPO, contingent on the SEC's decision.
  • The company will file audited financial statements for the fiscal year ended March 31, 2025, when available.

Key Dates

DateDescription
November 24, 2021Issued 10 Ordinary Shares to Oki Denki Co., Ltd. for JPY10,000,000.
November 25, 2021Issued 20 Ordinary Shares to Mr. Kenichi Takahama for JPY20,000,000.
November 29, 2021Issued 5 Ordinary Shares to Mr. Eiji Karikomi for JPY5,000,000.
November 29, 2021Issued 20 Ordinary Shares to Philos Co., Ltd. for JPY20,000,000.
November 29, 2021Issued 11 Ordinary Shares to Mr. Pavan Kumar for JPY11,000,000.
November 29, 2021Issued 6 Ordinary Shares to Mr. Tadashi Ichinokawa for JPY6,000,000.
November 30, 2021Issued 5 Ordinary Shares to Mr. Eiji Karikomi for JPY5,000,000.
November 30, 2021Issued 10 Ordinary Shares to Mr. Takefumi Ando for JPY10,000,000.
November 30, 2021Issued 100 Ordinary Shares to Stella MIC Investment Ltd. for JPY100,000,000.
November 30, 2021Issued 10 Ordinary Shares to Phoenix Co., Ltd. for JPY10,000,000.
December 22, 2021Issued 100 Ordinary Shares to Stella MIC Investment Ltd. for JPY50,000,000.
December 29, 2021Issued 10 Ordinary Shares to Sakura Planning Ltd. for JPY10,000,000.
December 30, 2021Issued 5 Ordinary Shares to Philos Co., Ltd. for JPY5,000,000.
January 21, 2022Issued 25 Ordinary Shares to Philos Co., Ltd. for JPY25,000,000.
January 21, 2022Issued 20 Ordinary Shares to Sakura Planning Ltd. for JPY20,000,000.
January 24, 2022Issued 10 Ordinary Shares to FTG Company Co., Ltd. for JPY10,000,000.
February 4, 2022Issued 10 Ordinary Shares to Social Brothers Co., Ltd. for JPY10,000,000.
February 28, 2022Issued 70 Ordinary Shares to Mr. Shiyoetsu Kanehara for JPY70,000,000.
May 26, 2022Master Business Consignment Agreement between Robot Consulting Co., Ltd. and Argyle Inc.
July 26, 2022Outsourcing Agreement between Kizashi Inc. and Robot Consulting Co., Ltd. (For subsidy application support for our clients purchasing our products).
September 1, 2022Outsourcing Agreement between Kizashi Inc. and Robot Consulting Co., Ltd. (For the subsidy application support for our corporate customers clients).
October 22, 2022Advertising Consignment Agreement between ASC Certified Consultant Corporation and Robot Consulting Co., Ltd.
October 25, 2022Outsourcing Agreement between ASC Certified Consultant Corporation and Robot Consulting Co., Ltd.
November 30, 2022Agency Agreement between Nac Co., Ltd. and Robot Consulting Co., Ltd.
December 25, 2022Master System Development Consignment Agreement between Brand Cloud Inc and Robot Consulting Co., Ltd.
January 31, 2023Issued 30 Ordinary Shares to Aiei Co., Ltd., for JPY33,000,000.
February 1, 2023Issued 10 Ordinary Shares to Mr. Taku Suzuki for JPY11,000,000.
February 27, 2023Issued 11 Ordinary Shares to Mr. Yuki Umino for JPY12,100,000.
March 14, 2023Memorandum Concerning the Agency Agreement between Nac Co., Ltd. and Robot Consulting Co., Ltd.
March 15, 2023Issued 45 Ordinary Shares to Nac, one of our top customers, for JPY49,500,000.
March 31, 2023Issued 200 Ordinary Shares to Stella MIC Investment Ltd. for JPY220,000,000.
April 3, 2023Issued 9 Ordinary Shares to CELLESSENSE Co., Ltd. for JPY9,900,000.
April 24, 2023Consulting and Services Agreement between Robot Consulting Co., Ltd. and Spirit Advisors, LLC.
July 19, 2023Product Development Agreement between CJK Group, Inc. and Robot Consulting Co., Ltd.
June 22, 2023Issued 10 Ordinary Shares to Mr. Takaya Tomose for JPY11,000,000.
August 29, 2023Common Stock Purchase Warrant between Robot Consulting Co., Ltd. and Spirit Advisors, LLC.
October 30, 2023Issued 25 Ordinary Shares to Kotobuki LLC for JPY30,000,000.
November 24, 2023Issued 84 Ordinary Shares to RC Equal Co., Ltd. for JPY100,800,000.
November 28, 2023Issued 20 Ordinary Shares to Inrise Co., Ltd. for JPY24,000,000.
November 29, 2023Issued 5 Ordinary Shares to Mr. Naokuni Naruse for JPY6,000,000.
November 30, 2023Issued 25 Ordinary Shares to Tokyo Weld Co., Ltd. for JPY30,000,000.
November 30, 2023Issued 34 Ordinary Shares to RC Asset Management LLC for JPY40,800,000.
December 8, 2023Issued 20 Ordinary Shares to Mr. Naohiko Kishi for JPY24,000,000.
December 27, 2023Issued 30 Ordinary Shares to Ms. Kishiko Yamada for JPY36,000,000.
December 28, 2023Issued 10 Ordinary Shares to Ms. Mineko Watanabe for JPY12,000,000.
December 29, 2023Issued 10 Ordinary Shares to U-MANDY Co., Ltd. for JPY12,000,000.
December 29, 2023All representations of the share amounts and per share amounts issued and outstanding prior to this date do not reflect (i) a 1-for-1,000 share split which took effect on February 5, 2024, (ii) the increase of the number of authorized shares from 28,000,000 to 168,000,000 which became effective on January 7, 2025, and (iii) a 1-for-6 share split which became effective on January 7, 2025.
January 22, 2024Issued 10 Ordinary Shares to RC Asset Management LLC for JPY12,000,000.
April 1, 2024Sales Agency Services Agreement between Robot Consulting Co., Ltd. and Toshi Kaihatsu Kenkyusho Co., Ltd.
June 11, 2024WisdomBase Cloud Service Application Form between the Robot Consulting Co., Ltd. and ShareWis Co., Ltd.
August 30, 2024E-learning Licensing Agreement between Robot Consulting Co., Ltd. and Enechita Co., Ltd.
December 18, 2024Side Letter Agreement between Robot Consulting Co., Ltd. and Spirit Advisors LLC.
January 7, 2025Increase of the number of authorized shares from 28,000,000 to 168,000,000 became effective.
January 7, 2025A 1-for-6 share split became effective.
February 5, 2024A 1-for-1,000 share split took effect.
April 1, 2025Amendment No. 4 to Registration Statement on Form F-1 filed.
April 1, 2025Registration statement signed in Tokyo, Japan.
April 1, 2025Registration statement signed in New York, NY.

Keywords

IPO, waiver, financial statements, SEC, Robot Consulting, audited, registration statement

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