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SEC Comment Letter for HW Electro Co., Ltd. (CIK 0001980262) (HWEP) — Nov 17, 2025

HW Electro Co., Ltd. (CIK 0001980262)
Date: Nov. 17, 2025 · CIK: 0001980262 · Accession: 0000000000-25-010802

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File numbers found in text: 333-287112

Date
November 17, 2025
Author
Division of
Form
UPLOAD
Company
HW Electro Co., Ltd. (CIK 0001980262)

Letter

Re: HW Electro Co., Ltd. Post-Effective Amendment No. 1 to Form F-1 Filed September 18, 2025 File No. 333-287112 Dear Weicheng Hsiao:

November 17, 2025

Weicheng Hsiao Chief Executive Officer HW Electro Co., Ltd. 301, Aomi 2-chome 7-4 the SOHO, Koto-ku, Tokyo 135-0064 Japan

We have reviewed your post-effective amendment and have the following comment(s).

Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.

Post-Effective Amendment No. 1 to Form F-1 Prospectus Summary, page 1

1. We note your disclosure that you "expect to deliver an aggregate of 200 electric light commercial vehicles during the fiscal year ending September 30, 2025." Please revise the registration statement to disclose the number of electric light commercial vehicles you sold during your fiscal year ended September 30, 2025. Compensation, page 98

2. Please revise to provide the required compensation information for your fiscal year ended September 30, 2025. Refer to Item 6.B of Form 20-F. Financial Statements November 17, 2025 Page 2

Index to Financial Statements, page F-1

3. Pursuant to Item 8.A.4 of Form 20-F, please provide audited financial statements that are no more than twelve months old. Alternatively, to the extent you meet the 15- month criteria outlined in Instruction 2. to Item 8.A.4, file the necessary representations as an exhibit to the registration statement. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact Ernest Greene at 202-551-3733 or Andrew Blume at 202-551-3254 if you have questions regarding comments on the financial statements and related matters. Please contact Evan Ewing at 202-551-5920 or Asia Timmons-Pierce at 202-551- 3754 with any other questions.

Sincerely,
Division of
Corporation Finance
Office of
Manufacturing

Show Raw Text
<DOCUMENT>
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<TEXT>
 November 17, 2025

Weicheng Hsiao
Chief Executive Officer
HW Electro Co., Ltd.
301, Aomi 2-chome 7-4 the
SOHO, Koto-ku, Tokyo
135-0064 Japan

 Re: HW Electro Co., Ltd.
 Post-Effective Amendment No. 1 to Form F-1
 Filed September 18, 2025
 File No. 333-287112
Dear Weicheng Hsiao:

 We have reviewed your post-effective amendment and have the following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Post-Effective Amendment No. 1 to Form F-1
Prospectus Summary, page 1

1. We note your disclosure that you "expect to deliver an aggregate of 200
electric light
 commercial vehicles during the fiscal year ending September 30, 2025."
Please revise
 the registration statement to disclose the number of electric light
commercial
 vehicles you sold during your fiscal year ended September 30, 2025.
Compensation, page 98

2. Please revise to provide the required compensation information for your
fiscal year
 ended September 30, 2025. Refer to Item 6.B of Form 20-F.
Financial Statements
 November 17, 2025
Page 2

Index to Financial Statements, page F-1

3. Pursuant to Item 8.A.4 of Form 20-F, please provide audited financial
statements that
 are no more than twelve months old. Alternatively, to the extent you
meet the 15-
 month criteria outlined in Instruction 2. to Item 8.A.4, file the
necessary
 representations as an exhibit to the registration statement.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Ernest Greene at 202-551-3733 or Andrew Blume at
202-551-3254 if
you have questions regarding comments on the financial statements and related
matters. Please contact Evan Ewing at 202-551-5920 or Asia Timmons-Pierce at
202-551-
3754 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
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