Robot Consulting Co., Ltd 6-K, filed Oct 28, 2025
Robot Consulting Co., Ltd. (LAWR)
About this 6-K
Robot Consulting Co., Ltd filed this 6-K on October 28, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2025
Commission File Number: 001-42740
Robot Consulting Co., Ltd.
Le Graciel Building 2, 6th Floor
5-22-6 Shinbashi, Minato Ward
Tokyo, 105-0005, 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 ☐ |
Suspension of Trading
On October 22, 2025, Robot Consulting Co., Ltd. (the “Company”) received from the U.S. Securities and Exchange Commission (the “SEC”) an order suspending trading in the Company’s securities for the period from 4:00 a.m. EDT on October 23, 2025, through 11:59 p.m. EDT on November 5, 2025, which order is available at https://www.sec.gov/enforcement-litigation/trading-suspensions. A copy of the order is attached hereto as Exhibit 99.1.
Changes in Registrant’s Certifying Accountant
On October 23, 2025, the Company engaged Assentsure PAC (“Assentsure”) to serve as the independent registered public accounting firm of the Company on a going-forward basis. The Company dismissed Grassi & Co., CPAs P.C. (“Grassi”), its former independent registered public accounting firm, on October 15, 2025 (the “Dismissal Date”).
Grassi’s audit report on the Company’s financial statements for the fiscal years ended March 31, 2025 and 2024 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that Grassi’s audit report on the Company’s financial statements for the fiscal years ended March 31, 2025 and 2024 included an explanatory paragraph indicating that there was substantial doubt about the Company’s ability to continue as a going concern. Furthermore, during the Company’s two most recent fiscal years and in the subsequent interim period through the Dismissal Date, there were no disagreements with Grassi on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Grassi’s satisfaction, would have caused Grassi to make reference to the subject matter of the disagreement in connection with its report on the Company’s financial statements for such periods. During the Company’s two most recent fiscal years and in the subsequent interim period through the Dismissal Date, there were no “reportable events” as that term is described in Item 16F(a)(1)(v) of Form 20-F, other than the material weaknesses in the internal control over financial reporting of the Company, as reported in the Company’s annual report on Form 20-F (File No. 001-42740), which report was filed with the SEC on August 15, 2025, as amended on August 26, 2025.
The Company has provided Grassi with a copy of the above disclosure and requested that Grassi furnish a letter addressed to the SEC stating that it agrees with the above statements. A copy of Grassi’s letter is attached hereto as Exhibit 16.1.
During the two most recent fiscal years and any subsequent interim periods prior to the engagement of Assentsure, neither the Company, nor anyone on behalf of the Company, has consulted Assentsure regarding either the application of accounting principles to a specified transaction, whether completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements. Neither a written report was provided to the Company nor was any oral advice provided that Assentsure concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue. Additionally, neither the Company, nor anyone on behalf of it, has consulted Assentsure regarding any matter that was the subject of a disagreement as defined in Item 16F(a)(1)(iv) of Form 20-F and related instructions to Item 16F of Form 20-F, or any reportable events as described in Item 16F(a)(1)(v) of Form 20-F.
EXHIBIT INDEX
Exhibit No |
Description | |
| 16.1 | Letter, dated October 28, 2025, from Grassi & Co., CPAs P.C. addressed to the SEC | |
99.1 |
| 2 |
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.
| Robot Consulting Co., Ltd. | ||
| By: | /s/ Hidetoshi Yokoyama | |
| Hidetoshi Yokoyama | ||
| Representative Director and Chairman | ||
Date: October 28, 2025
| 3 |
Exhibit 16.1
October 28, 2025
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by Robot Consulting Co., Ltd. under Item 4.01 of its Form 6-K, dated October 28, 2025. We agree with the statements concerning our Firm in such Form 6-K. We are not in a position to agree or disagree with other statements of Robot Consulting Co., Ltd. contained therein.
Very truly yours,
Grassi & Co., CPAs, P.C.
Exhibit 99.1
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 104169 / October 22, 2025
| IN THE MATTER OF | : | |
| ROBOT CONSULTING CO., | : | ORDER OF SUSPENSION |
| LTD. | : | OF TRADING |
It appears to the Securities and Exchange Commission that the public interest and the protection of investors require a suspension in the trading of the securities of Robot Consulting Co., Ltd. (“LAWR”) (CIK No. 0002007599), a limited liability company incorporated and headquartered in Japan, because of potential manipulation in the securities of LAWR effectuated through recommendations made to investors by unknown persons via social media to purchase, hold, and/or sell the securities of LAWR and to send screenshots documenting their transaction, which appear to be designed to artificially inflate the price and trading volume of the securities of LAWR. As of October 20, 2025, American depositary shares representing the ordinary shares of LAWR are listed on the Nasdaq Capital Market under the symbol “LAWR.” The Commission is of the opinion that the public interest and the protection of investors require a suspension of trading in the securities of the above-listed company.
THEREFORE, IT IS ORDERED, pursuant to Section 12(k) of the Exchange Act, that trading in the securities of the above-listed company is suspended for the period from 4:00 AM ET on October 23, 2025, through 11:59 PM ET on November 5, 2025.
By the Commission.
| Vanessa A. Countryman | |
| Secretary |