6-K
HW Electro Co., Ltd. (HWEP)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2026
Commission File Number: 001-42745
HWElectro Co., Ltd.
301, Aomi 2-chome 7-4 the
SOHO, Koto-ku, Tokyo
135-0064 Japan
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EntryInto Material Definitive Agreement
On January 16, 2026, HW Electro Co., Ltd. (the “Company”), entered into a debt conversion agreement (the “Agreement”) with Mr. Weicheng Hsiao, the Company’s chief executive officer, to convert certain debt in the aggregate amount of $1,200,000 owed by the Company to Mr. Hsiao (the “Debt”) into the Company’s ordinary shares, no par value (the “Ordinary Shares”), at a conversion price of $3.15 per share. Pursuant to the Agreement, the Company agreed to issue an aggregate of 400,000 Ordinary Shares (the “Shares”) to Mr. Hsiao to settle the Debt upon the delivery of a notice of conversion (the “Notice”) into the Shares. On January 16, 2026, the Company duly received the Notice and thereupon issued the Shares to Mr. Hsiao, and the Debt was discharged.
The Shares were issued under Regulation S promulgated by the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended. The Company’s board of directors has approved the entry into the Agreement and the transactions outlined therein.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which are furnished hereto as Exhibit 10.1.
An unaudited balance sheet as of March 31, 2025 on an actual basis and a pro forma basis is furnished hereto as Exhibit 99.1, reflecting (i) short-term unsecured loans in the aggregate principal amount of $161,663 that the Company obtained after March 31, 2025; and (ii) the discharged Debt and issuance of Shares to Mr. Weicheng Hsiao pursuant to the Agreement.
EXHIBITINDEX
| Exhibit No | Description |
|---|---|
| 10.1 | Debt<br> Conversion Agreement between the Registrant and Weicheng Hsiao, dated January 16, 2026 |
| 99.1 | Unaudited<br> Balance Sheet as of March 31, 2025 of the Registrant |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HW Electro Co., Ltd. | |
|---|---|
| By: | /s/ Weicheng Hsiao |
| Weicheng<br> Hsiao | |
| Representative<br> Director and Chief Executive Officer |
Date: January 16, 2026
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Exhibit 10.1
DEBT CONVERSION AGREEMENT
THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is entered into effective as of January 16, 2026, by and between HW Electro Co., Ltd., a joint-stock corporation (kabushiki kaisha) with limited liability organized under the laws of Japan (the “Company”) and Weicheng Hsiao (the “Creditor”). The Company and the Creditor may be referred to herein individually as a “Party” and collectively as the “Parties”.
RECITALS
WHEREAS, the Company is indebted to the Creditor regarding a series of unsecured, interest-free short term loans in the aggregate amount listed on Schedule1 hereto (the “Debt Amount”); and
WHEREAS, the Parties desire to convert the Debt Amount into the Company’s ordinary shares, no par value (the “Ordinary Shares”); and
WHEREAS, the Parties desire to set forth their agreements and understandings with respect thereto.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
- Conversion to Ordinary Shares
| 1. | (a) | The Debt Amount as reflected on Schedule 1 to this Agreement (the “Convertible Debt Amount”) shall be converted upon delivery of a Notice of Conversion into the Ordinary Shares (the “Conversion Shares”), at the conversion price reflected in Schedule 1 to this Agreement (the “Conversion Price”). |
|---|---|---|
| (b) | Mechanics of Conversion. In order to effect a conversion and receive Conversion Shares, the Creditor shall deliver a copy of the fully executed Notice of Conversion (attached hereto) to the Company for the Conversion Shares. “Conversion Date” means the effective date specified in the Notice of Conversion in the form attached hereto. | |
| (c) | Upon receipt of a fully executed Notice of Conversion, the Company shall take all necessary corporate actions to register the Conversion Shares in the shareholders’ register of the Company. | |
| 2. | Converted Debt Amounts Repaid in Full. For and in consideration of the issuance of the Conversion Shares to the Creditor, the Converted Debt Amount, when fully converted, shall be deemed to be repaid in full, and the Company shall have no further obligations in connection with the Converted Debt Amount. | |
| --- | --- | |
| 3. | Waiver and Release. The Creditor, and each of his affiliates, successors, assigns, representatives and agents (collectively, the “Releasing Parties”), hereby covenant not to sue and fully, finally and forever completely release the Company and its present, future and former officers, directors, shareholders, members, employees, agents, attorneys and representatives (collectively, the “Company Released Parties”) of and from any and all claims, actions, obligations, liabilities, demands and/or causes of action, of whatever kind or character, whether now known or unknown, which the Releasing Parties have or might claim to have against the Company Released Parties for any and all injuries, harm, damages (actual and punitive), costs, losses, expenses, attorneys’ fees and/or liability or other detriment, if any, whenever incurred or suffered by the Releasing Parties arising from, relating to, or in any way connected with, any fact, event, transaction, action or omission that occurred or failed to occur with respect to the Converted Debt Amount on or prior to the date of this Agreement. |
- Miscellaneous.
| (a) | THIS AGREEMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF JAPAN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. In any action between or among any of the Parties arising out of this Agreement, each of the Parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the courts having jurisdiction over Japan. |
|---|---|
| (b) | All notices, requests, demands, claims, and other<br> communications hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly<br> delivered four business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business<br> day after it is sent for next business day delivery via a reputable nationwide overnight courier service, in each case to the intended<br> recipient’s registered office.<br><br> <br><br><br> <br>Any Party may give any notice, request, demand,<br> claim or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, telecopy,<br> telex, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication shall be deemed to have been<br> duly given unless and until it actually is received by the Party for whom it is intended. Any Party may change the address to which notices,<br> requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein<br> set forth. |
| (c) | This Agreement constitutes the entire agreement between the Parties and supersedes all prior oral or written negotiations and agreements between the Parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit hereto) shall be effective unless made in writing and signed by both Parties. |
| (d) | Each Party to this Agreement hereby represents and warrants to the other Party that it has had an opportunity to seek the advice of its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on any reliance upon the advice of any other Party or its legal counsel. Each Party represents and warrants to the other Party that in executing this Agreement such Party has completely read this Agreement and that such Party understands the terms of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the Party responsible for its preparation. |
| (e) | Each Party to this Agreement hereby represents and warrants to the other Party that (i) the execution, performance and delivery of this Agreement has been authorized by all necessary action by such Party; (ii) the representative executing this Agreement on behalf of such Party has been granted all necessary power and authority to act on behalf of such Party with respect to the execution, performance and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such Party is of legal age and capacity to enter into agreements which are fully binding and enforceable against such Party. |
| (f) | This Agreement may be executed in any number of counterparts, all of which taken together shall constitute a single instrument. |
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESSWHEREOF, the parties have duly executed this Agreement as of the day and year first above written.
| HW Electro Co., Ltd. | |
|---|---|
| By: | /s/ Bo Lyu |
| Name: | Bo Lyu |
| Title: | Chief Financial Officer |
| Weicheng Hsiao | |
|---|---|
| By: | /s/ Weicheng Hsiao |
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SCHEDULE 1
| Convertible Debt Amount: | Total of $1,200,000 |
|---|---|
| Conversion Price per Ordinary Share: | $3.15 |
| Total Number of Shares | 400,000 |
FORM OF NOTICE OF CONVERSION
| DATE: | January 16, 2026 |
|---|---|
| TO: | HW Electro Co., Ltd. (the “Company”) |
| --- | --- |
| FROM: | Weicheng Hsiao (the “Undersigned”) |
| --- | --- |
| Re: | Debt Conversion Agreement by and between the Company and the Undersigned dated January 16, 2026 (“DCA”). |
| --- | --- |
The Undersigned hereby elects to convert the amount listed below of the aggregate outstanding Convertible Debt Amount (as defined in the DCA) into the Company’s ordinary shares, no par value (“Ordinary Shares”) according to the conditions hereof and in the DCA, as of the date written below. If the Ordinary Shares are to be issued in the name of a person other than Undersigned, the Undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the Undersigned for any conversion, except for such transfer taxes, if any.
| CONVERSION INFORMATION | |
|---|---|
| Date to Effect Conversion: | January 16, 2026 |
| Aggregate Amount under DCA Being Converted: | Total of $1,200,000 |
| Number of Ordinary Shares to be Issued: | 400,000 |
| Applicable Conversion Price as per DCA | $3.15 |
| Name for Shares to be Issued to: | Weicheng Hsiao |
UNDERSIGNED:
| Weicheng Hsiao | |
|---|---|
| By: | /s/ Weicheng Hsiao |
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Exhibit 99.1
| As of<br>March 31,<br>2025<br>(actual) | As of<br> March 31,<br> 2025<br> (pro forma)(1) | |||
|---|---|---|---|---|
| (Unaudited) | ||||
| Assets | ||||
| Current assets: | ||||
| Cash | ||||
| Inventories, net | ||||
| Prepayments | ||||
| Total current assets | ||||
| Property, plant and equipment, net | ||||
| Operating lease right-of-use assets | ||||
| Cost method investment | ||||
| Deferred initial public offering (“IPO”) costs | ||||
| Long-term deposits | ||||
| Total non-current assets | ||||
| TOTAL ASSETS | ||||
| Liabilities | ||||
| Current liabilities: | ||||
| Bank loans – current | ||||
| Loans payable – third party, current portion, net | ||||
| Loans payable – financial institution, current portion, net | ||||
| Accounts payable | ||||
| Accruals and other current liabilities | ||||
| Contract liabilities | ||||
| Amount due to related parties | ||||
| Amount due to a shareholder | ||||
| Finance lease obligation, current portion | ||||
| Operating leases payable – current | ||||
| Warranty liabilities – current | ||||
| Asset retirement obligations – current | ||||
| Refund liability | ||||
| Total current liabilities | ||||
| Loans payable – third party, net of current portion, net | ||||
| Loans Payable – financial institution, net of current portion, net | ||||
| Finance lease obligation, net of current portion | ||||
| Operating leases payable – non-current | ||||
| Warranty liabilities – non-current | ||||
| Asset retirement obligations – non-current | ||||
| Other non-current liabilities | ||||
| Total non-current liabilities | ||||
| TOTAL LIABILITIES | ||||
| Shareholders’ (deficit) equity | ||||
| Ordinary Shares, 100,000,000 shares authorized; the actual and pro forma shares issued and outstanding as of March 31, 2025 are 38,074,888 and 38,474,888 respectively* | ||||
| Additional paid-in capital | ||||
| Accumulated deficits | ) | ) | ||
| Accumulated other comprehensive loss | ) | ) | ||
| Total shareholders’ (deficit) equity | ) | ) | ||
| TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY |
All values are in US Dollars.
| * | Giving retroactive effect to the 1 for 2 share split effected on September 1, 2023. |
|---|---|
| (1) | A pro forma basis reflects (i) short-term unsecured loans in the aggregate principal amount<br>of $161,663 that the Company obtained after March 31, 2025; and (ii) the discharged debt in an aggregate amount of $1,200,000 and the<br>issuance of 400,000 ordinary shares of the Company to Mr. Weicheng Hsiao pursuant to Debt Conversion Agreement dated January 16, 2026. |
| --- | --- |