Form 8-A12B Micware Co., Ltd.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Micware Co., Ltd.

(Exact name of registrant as specified in its charter)

 

Japan		Not applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

Kobe Asahi Building 25^th Floor

59 Naniwa-machi, Chuo-ku

Kobe, Hyogo 650-0035

(Address of principal executive offices) (zip code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered		Name of each exchange on which each class is to be registered
American depositary shares, each representing one ordinary share		The NASDAQ Stock Market LLC
Ordinary shares*		The NASDAQ Stock Market LLC

 

* Not for trading, but only in connection with the listing of the American depositary shares on The NASDAQ Stock Market LLC. Each American depositary share represents one ordinary share and has been registered under the Securities Act of 1933, as amended, pursuant to a separate Registration Statement on Form F-6 (File No. 333-295015). Accordingly, the ADSs are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8.

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333- 294081 (if applicable)

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The description of the securities of Micware Co., Ltd. (the “Registrant”) to be registered hereunder is set forth under “DESCRIPTION OF SHARE CAPITAL” and “DESCRIPTION OF AMERICAN DEPOSITARY SHARES” in the Registrant’s registration statement on Form F-1 (File No. 333-294081) initially filed with the U.S. Securities and Exchange Commission on March 6, 2026, as amended by any amendments to such registration statement and by any prospectus subsequently filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which information is incorporated herein by reference.

 

Item 2. Exhibits.

 

Pursuant to the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The NASDAQ Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Date: May 8, 2026

 

	Micware Co., Ltd.
	By:	/s/ Kenji Narushima
	Name:	Kenji Narushima
	Title:	Representative Direcor, President, Chairman, and Chief Executive Officer

 

 

 

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