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

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 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 66 and 16 electric light commercial vehicles to 15 and 11 customers, respectively.

 Note: Net loss and revenue figures are for the 12 months that ended March 31, 2023.

**Share Split Note – From the Prospectus: “On July 20, 2023, the Company’s board of directors approved a share split of the Company’s outstanding Ordinary Shares and Series A convertible preferred shares at a ratio of 1:2, which was based on a record date of August 31, 2023 and became effective on September 1, 2023, resulting in 38,074,888 Ordinary Shares being issued and outstanding and 2,857,142 Series A convertible preferred shares being issued after the share split. Pursuant to the Company’s articles of incorporation, on August 31, 2023, Autobacs Seven requested the Company to convert its 2,857,142 Series A convertible preferred shares on August 31, 2023. On August 31, 2023, the Company issued 2,857,142 Ordinary Shares to Autobacs Seven, and in exchange, the Company acquired the 2,857,142 Series A convertible preferred shares, which were canceled by the Company on October 20, 2023. Unless otherwise indicated, all share amounts and per share amounts in this prospectus have been presented to give effect to the 1-for-2 share split of our Ordinary Shares and Series A convertible preferred shares and the conversion of Series A convertible preferred shares.“

(Note: HW Electro Co., Ltd. postponed its IPO on Tuesday, Jan. 23, 2024. Background: HW Electro Co., Ltd. filed an F-1/A dated Dec. 15, 2023, disclosing terms for its IPO: 3.75 million American Depositary Shares (ADS) at $4.00 to raise $15.0 million. Each ADS represents one ordinary share. Background: HW Electro Co., Ltd. filed its F-1 on Nov. 8, 2023, without disclosing terms for its IPO. The Japanese electric vehicle company submitted confidential  IPO documents to the SEC on June 30, 2023.)