Micware Co Ltd ADR美股招股说明书(2026-05-15版)

Micware Co., Ltd. 2,850,000 American Depositary SharesRepresenting 2,850,000 Ordinary Shares This is a firm commitment initial public offering of the American depositary shares (the “ADSs”) representing our ordinary shares(“Ordinary Shares” or individually, an “Ordinary Share”). We are offering 2,850,000 ADSs, and each ADS represents one OrdinaryShare. The initial public offering price of the ADSs is $8.00 per ADS. Prior to this offering, there has been no public market for theADSs or our Ordinary Shares. We have received approval to list the ADSs on the Nasdaq Global Market (“Nasdaq”) under the symbol “MWC.” We are an “emerging growth company” as defined under the federal securities laws and are subject to reduced public companyreporting requirements. Please read the disclosures beginning on page 8 of this prospectus for more information. (1)Represents underwriting discounts equal to 7.0% per ADS.(2)In addition to the underwriting discounts listed above, we have agreed to: (i) reimburse the underwriters for certain expenses; and(ii) provide a non-accountable expense allowance equal to 1.0% of the gross proceeds of this offering payable to Alliance GlobalPartners, or “A.G.P.,” the representative of several underwriters of this offering (the “Representative”). See “Underwriting” foradditional information regarding total underwriter compensation. We have granted the Representative an option, exercisable for 45 days after the closing of this offering, to purchase up to an additional15% of the ADSs offered in this offering on the same terms to cover over-allotments. The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on or about May15, 2026. Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body hasapproved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. Sole Book-Running ManagerA.G.P. Prospectus dated May13, 2026 TABLE OF CONTENTS PagePROSPECTUS SUMMARY6RISK FACTORS14DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS39ENFORCEABILITY OF CIVIL LIABILITIES40USE OF PROCEEDS41DIVIDEND POLICY42CAPITALIZATION43DILUTION44CORPORATE HISTORY AND STRUCTURE46MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS49INDUSTRY65BUSINESS83REGULATIONS104MANAGEMENT111PRINCIPAL SHAREHOLDERS118RELATED PARTY TRANSACTIONS120DESCRIPTION OF SHARE CAPITAL127DESCRIPTION OF AMERICAN DEPOSITARY SHARES136ORDINARY SHARES AND ADSS ELIGIBLE FOR FUTURE SALE144JAPANESE FOREIGN EXCHANGE CONTROLS AND SECURITIES REGULATIONS146MATERIAL INCOME TAX CONSIDERATIONS149UNDERWRITING157EXPENSES RELATING TO THIS OFFERING165LEGAL MATTERS166EXPERTS166WHERE YOU CAN FIND ADDITIONAL INFORMATION166INDEX TO FINANCIAL STATEMENTSF-1 About this Prospectus We and the underwriters have not authorized anyone to provide any information or to make any representations other than thosecontained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. Wetake no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. Thisprospectus is an offer to sell only the ADSs offered hereby, but only under circumstances and in jurisdictions where it is lawful to doso. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the personmaking the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. Theinformation contained in this prospectus is current only as of the date on the front cover of this prospectus. Our business, financialcondition, results of operations, and prospects may have changed since that date. Our functional currency and reporting currency are the Japanese yen (“JPY” or “¥”), the legal currency of Japan. The terms “dollar,”“US$,” or “$” refer to U.S. dollars, the legal currency of the United States. Convenience translations with respect to financialinformation as of February 28, 2025 included in this prospectus are based on the exchange rate of JPY to U.S. dollars of¥150.64=$1.00, which was the foreign exchange rate on February 28, 2025 as reported by the United States Federal Reserve Board.All other convenience translations included in this prospectus are based on the exchange rate of JPY to U.S. dollars of ¥146.90=$1.00,which was the foreign exchange rate on August 29, 2025 as reported by the United States Federal Reserve Board. Changes in theexchange rate will affect the amount of our obligations and the value of our assets in terms of U.S. dollars, which may result in anincrease or decrease in the amount of our obligations (expressed in dollars) and the value of our assets, including accounts receivable(expressed in dollars). Conventions that Apply to this Prospectus