As filed with the Securities and Exchange Commission on October 9, 2026.

Registration No. [•]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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Simwon America Corp.
(Exact name of Registrant as specified in its charter)

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400 D’Arcy Park Way,
Lathrop, CA 95330, United States
Tel: 213 503 1704
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

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Copies to:

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Approximate date of commencement of proposed sale to public: From time to time after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

1,500,000 Shares of Common Stock by the Company
and 1,000,000 Shares by the Selling Stockholders

Simwon America Corp. (“SWA”)

This is an initial public offering (this “Offering” or the “IPO”) of 2,500,000 shares (the “Shares”) of Common Stock, no par value per share (the “Common Stock”) of Simwon America Corp. Prior to this offering, there has been no public market for our Common Stock. We and the Selling Stockholders (the “Selling Stockholders”) are offering an aggregate 2,500,000 Shares of our Common Stocks on a firm commitment basis (the “Offering”), of which 1,500,000 Shares of our Common Stock are offered by us and 1,000,000 Shares of our Common Stock are offered by the Selling Stockholders. We currently expect the initial public offering price per share to be between US$18.00 and US$22.00. We have reserved the symbol “SWA” for purposes of listing our Common Stock and we intend to list our Common Stock on The Nasdaq Global Market. At this time, the Nasdaq Stock Market LLC (“Nasdaq”) has not yet approved our application to list our Common Stock. The closing of this offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our Common Stock will be approved for listing on The Nasdaq Global Market.

Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 10 of this prospectus to read about factors you should consider before buying our securities.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and are eligible for reduced public company reporting requirements. See “Prospectus Summary — Implications of Our Being an ‘Emerging Growth Company’” and “Risk Factors” on pages 7 and 10, respectively for more information.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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(1)      Initial public offering price per share is assumed to be US$20.00, being the mid-point of the range set forth on the cover page of this prospectus.

(2)      See “Underwriting” for additional information regarding total underwriting compensation. Does not include additional compensation payable to the underwriter. We have agreed to reimburse the underwriter for certain expenses incurred relating to this offering. In addition, we will issue to the underwriter a warrant to purchase the number of shares of Common Stock equal to 5% of the number of shares of Common Stock sold in this offering. The registration statement of which this prospectus forms a part also registers the issuance of the shares of Common Stock issuable upon exercise of the underwriter’s warrant.

(3)      In addition to the underwriting discounts listed above, we have agreed to pay, upon closing of this Offering, (i) 1.5% of the actual amount of the offering as non-accountable expense allowance, and (ii) certain out-of-pocket expenses. See “Underwriting” for additional information regarding total underwriter compensation.

(4)      Includes the sale of 1,000,000 Shares of our Common Stocks offered by the Selling Stockholders.

(5)      Assumes that the Underwriter does not exercise any portion of their over-allotment option.

We have granted the Underwriter an option, exercisable one or more times in whole or in part, to purchase up to 375,000 additional shares of Common Stock from us, which is equal to 15% of the securities being offering, at the initial public offering price in this offering, less the underwriting discount, within 45 days after the date of this prospectus (the “Over-allotment Option”), if any. If the Underwriter exercises the option in full, the total underwriting discounts and commissions payable by us and the Selling Stockholders will be US$4,025,000, and the total proceeds to us, before expenses, will be US$34,875,000, assuming an initial public offering price if US$20.00 per share.

This Offering is being conducted on a firm commitment basis. The Underwriter is obligated to take and pay for all of the Common Stock Shares offered by the Company if any such Shares are not taken. If we complete this Offering, net proceeds will be delivered to us on the closing date.

The underwriter expects to deliver the Common Stock to the purchasers against payment as set forth under “Underwriting” on or about [•], 2026.

WallachBeth Capital LLC

The date of this prospectus is [•], 2026

TABLE OF CONTENTS

Until [•], 2026 (the 25th day after the date of this prospectus), all dealers that effect tractions in these shares of our Common Stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus, and any related free writing prospectus prepared by us or on our behalf or to which we have referred you. Neither we, the Selling Stockholders nor the underwriter have authorized any person to provide any information or to make any representation other than those contained in such documents. We, the Selling Stockholders and the underwriter assume no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide.

For investors outside of the United States of America (the “United States” or the “U.S.”): Neither we, the Selling Stockholders nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our Common Stock and the distribution of this prospectus outside of the United States.

This prospectus constitutes an offer to sell only the shares of Common Stock offered hereby, and only under circumstances and in jurisdictions where such offers and sales are permitted. We are not making an offer to sell, or soliciting an offer to buy, our Common Stock in any jurisdiction where such offer or sale is not permitted or to any person to whom it is unlawful to make such offer or solicitation. No action has been taken to permit a public offering of the Common Stock outside the United States or to permit the possession or distribution of

ABOUT THIS PROSPECTUS

We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We will not take responsibility for, or provide any assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the sections of this prospectus entitled “Where You Can Find More Information.”

CERTAIN DEFINED TERMS

Unless otherwise stated in this prospectus, the terms “we,” “us,” “our,” “our Company,” and “Simwon” refer to Simwon America Corp. In addition, in this prospectus, the following terms shall have the meaning set out below:

NOTE REGARDING MARKET AND INDUSTRY DATA

Certain industry data and market data included in this prospectus were obtained from independent third-party surveys, market research, publicly available information, reports of governmental agencies and industry publications and surveys. All of the estimates of the Company’s management presented herein are based upon review of independent third-party surveys and industry publications prepared by a number of sources and other publicly available information by the Company’s management. Third-party industry publications and forecasts state that the information contained therein has been obtained from sources generally believed to be reliable, yet not independently verified. The industry data, market data and estimates used in this prospectus involve assumptions and limitations, and you are cautioned not to give undue weight to such data and estimates. Although we have no reason to believe that the information from industry publications and surveys included in this prospectus is unreliable, we have not verified this information and cannot guarantee its accuracy or completeness. We believe that industry data, market data and related estimates provide general guidance, but are inherently imprecise. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. The industry in which the Company’s operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” and elsewhere in this prospectus.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties, including statements based on our current expectations, assumptions, estimates and projections about us, our industry and the regulatory environment. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

•        our ability to satisfy the initial and continued listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”), including corporate governance, minimum bid price, market value, public float, and other quantitative and qualitative listing standards;

•        our ability to comply with Nasdaq corporate governance requirements, including those relating to board composition, independent directors, audit committee requirements, stockholder approval rules, and other governance standards;

•        our ability to maintain compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended;

•        our ability to grow market share in our existing markets or any new markets we may enter;

•        our ability to identify, consummate, and integrate strategic partnerships, investments, or acquisitions;

•        changes in domestic and international economic, business, market, financial, political and regulatory conditions;

•        changes in applicable laws, regulations, governmental policies, or enforcement priorities;

•        our financial and business performance, projections, business metrics and any underlying assumptions thereunder;

•        changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

•        our ability to establish and maintain an effective system of internal controls over financial reporting and to remediate any identified material weakness;

•        our ability to manage our growth effectively;

•        our ability to achieve and maintain profitability and generate positive cash flow in the future;

•        our ability to obtain capital, including debt financing and other sources of capital to finance operations and growth;

•        our ability to develop, maintain, and enhance our products, services, technology, and brand, and to attract and retain customers;

•        our ability to execute our business model, including market acceptance of our planned products and services and achieving sufficient production volumes at acceptable quality levels and prices;

•        our ability to successfully manage supply shortages and disruptions, product delivery delays, and anticipate costs and production timing in light of those challenges;

•        developments and projections relating to our competitors and industry;

•        general macroeconomic conditions, including inflation, interest rate volatility, recessionary pressures, disruptions in the global banking system and capital markets, supply chain constraints, commodity and energy price fluctuations, currency exchange rate volatility, trade restrictions, sanctions, tariffs, and geopolitical tensions or military conflicts;

•        our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

•        our future capital requirements and our anticipated sources and uses of funds;

•        the outcome of any known and unknown litigation, regulatory inquiries, investigations, or enforcement actions; and

•        other risks and uncertainties described in the section titled “Risk Factors” and elsewhere in this prospectus.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, we undertake no duty to update any of these forward-looking statements after the date of this prospectus or to conform these statements to actual results or revised expectations.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the section entitled “Risk Factors” and in our periodic filings with the SEC. Our SEC filings are available publicly on the SEC’s website at www.sec.gov.

RISK FACTORS

An investment in shares of our Common Stock involves risks and uncertainties. In addition to the other information in this prospectus, you should carefully consider the factors below before making an investment decision to purchase shares of our Common Stock. You should be aware that it is not possible to predict or identify all of these factors and that the following is not meant to be a complete discussion of all potential risks or uncertainties. If known or unknown risks or uncertainties materialize, our business, financial condition, results of operations, cash flows or prospects could be adversely affected, potentially in a material way, which could result in a partial or complete loss of your investment.

Risks Related to Our Business, Industry and Operations

We have a limited operating history which makes evaluating our business and future prospects difficult.

SIMWON was originally incorporated in the State of California, on June 28, 2016. We have a very limited operating history on which investors can base an evaluation of our business, prospects, financial condition and operating results. You must consider the risks and difficulties we face as an early-stage company with a limited operating history. If we do not successfully address these risks, our business, prospects, financial condition and operating results may be materially and adversely affected. We intend to derive our revenue from the sale of our products and services. There are no assurances that we will be able to retain existing or secure future business with customers.

Our business strategy may not be successfully implemented, which could negatively impact our financial results and stock price.

The success of our strategy depends on several factors, including our ability to introduce new products that meet customer needs and preferences, expand into new markets and geographies, attract and retain qualified personnel, manage our expenses and costs, implement new production lines and increase the capacity of existing ones, and respond to changes in market conditions, industry trends, and customer demand. However, there can be no assurance that we will be able to effectively execute our strategy, which could adversely affect our business, financial condition, and results of operations. Any delays, cost overruns, or other issues associated with implementing the strategy could negatively impact our financial results and its ability to attract and retain investors.

Our future growth is largely dependent upon our ability to develop new technologies that achieve market acceptance or correctly anticipate regulatory changes.

The global automobile internal body parts supply industry is highly competitive. Our future growth rate depends upon a number of factors, including our ability to: (i) expand manufacturing footprint to support strategic accounts; (ii) optimize operational efficiency and drive margin expansion; (iii) increase content per vehicle through integrated sub-assembly; (iv) secure contracts for next-generation vehicle architectures.

Intense competition in the industry may lead to pricing pressures, loss of customers, or reduced profit margins. Our competitors may have greater financial resources, more established customer relationships, larger production capacities, or superior technological capabilities, which could make it difficult for us to compete effectively. Additionally, the shift towards electric vehicles and autonomous driving technologies may require significant investments in research and development, and if we fail to keep pace with these changes, our market position could be negatively impacted.

We have experienced and may in the future experience significant delays in the design, manufacturing of our products.

There are often delays in the design, development, manufacturing and release of new products, and to the extent we delay the launch or manufacture of our products, our growth prospects could be adversely affected. These delays can stem from a variety of factors, including but not limited to technical challenges in achieving desired performance specifications, unforeseen complexities in integrating new technologies, shortages or disruptions in the supply chain for critical components, difficulties in scaling up manufacturing processes to meet quality and volume requirements, and compliance with evolving regulatory standards that may necessitate design modifications. Such delays not only prevent us from capitalizing on market opportunities in a timely manner but also increase our research and development expenses, as we may need to allocate additional resources to address the underlying problems. Furthermore, prolonged delays can lead to increased competition from rival companies that may introduce similar products earlier, thereby

eroding our potential market share and pricing power. Additionally, if we are unable to manage these delays effectively, it could damage our reputation with customers, distributors, and investors, who may lose confidence in our ability to deliver products on schedule and meet their expectations.

Any delay in the design, development, manufacturing and release of our products could materially damage our brand, business, prospects, financial condition and operating results.

We have limited ability to accurately make plans for our production, which may result in carrying excess and obsolete raw material inventory.

We generally make decisions on our production level and timing, procurement, facility requirements, personnel needs and other resources requirements based on estimates made in light of certain production and sales forecasts, our past dealings with such customers, market conditions and other relevant factors. Our customers’ final purchase orders may not be consistent with our estimates or plans. If the final purchase orders substantially differ from our estimates, we may have excess raw material inventory or material shortages. Excess inventory could result in unprofitable sales or write-offs as our products are susceptible to obsolescence and price declines. Expediting additional material to make up for any shortages within a short time frame could result in unprofitable sales or cause us to adjust delivery dates. In either case, our results of operation would fluctuate from period to period.

Failures or delays in the design, validation, and implementation of complex tooling for new or refreshed vehicle models could disrupt our production and harm our relationship with our major customer.

Manufacturing our safety-critical body structures, such as monolithic Door Rings, requires the design and deployment of highly specialized and complex tooling, particularly for our Hot Press Forming and Cold Stamping lines. These dies and fixtures must meet extreme precision standards to ensure the dimensional accuracy required for automated assembly.

As our major customer, Tesla, frequently updates its vehicle lineup, we are required to rapidly retool our facilities to accommodate new specifications. If we fail to successfully design, install, or validate this new tooling on time, or if the tooling fails to produce parts that meet strict quality standards, we may be unable to ramp up production volumes as planned. Given our “JIT” supply arrangement, we maintain limited finished goods inventory. Therefore, any significant tooling failure or delay would not only halt our own manufacturing but could also disrupt our customer’s assembly lines. Such disruptions could result in:

•        substantial contractual penalties or chargebacks from our customer;

•        expensive expedited shipping costs to mitigate delays;

•        significant remediation costs to repair or replace defective dies; and

•        reputational damage that could jeopardize our status as a strategic Top-Tier supplier.

Any of these consequences could have a material adverse effect on our business, financial condition, and results of operations.

We rely on a limited number of suppliers, including significant reliance on our parent company and affiliates, for critical raw materials. Any disruption in this concentrated supply chain could materially and adversely affect our production and business operations.

We rely on a strictly limited group of third-party and related-party suppliers for the provision of key components and raw materials. For the fiscal year ended June 30, 2025, our top five suppliers accounted for approximately 99.6% of our total procurement, with our parent company, Simwon Tech Inc. and a key third-party steel manufacturer representing a substantial majority of these purchases.

While we strive to maintain diverse supply channels, the specialized nature of our products requires raw materials that meet stringent technical specifications validated by our major customer, Tesla. Consequently, we are often required to source specific materials from single or single-source suppliers. Replacing these suppliers is not immediately feasible due to the lengthy engineering validation and qualification periods required by our customer. If our key suppliers fail to meet performance specifications, lose their certified status, or are unable to scale production to meet our demand, we may be unable to manufacture our products in accordance with our customer’s Just-In-Time schedules. We also

derive a significant portion of our supply chain stability from our affiliated entities, including Simwon Tech Inc. and Simwon NA, Corp. If these related parties experience financial difficulties, operational disruptions, or strategic shifts that deprioritize our orders, we may not be able to secure replacement materials on favorable terms, or at all, in the short term.

Generally, if we are unable to obtain components and raw materials from these concentrated sources, or if global steel and aluminum prices fluctuate significantly, our business could be adversely affected. Any delay or interruption in supply could force us to halt production, leading to severe penalties for failure to deliver to our customer, damage to our reputation, and a material adverse effect on our business, prospects, financial condition, and operating results.

We rely on a major customer for substantially all of our revenue. The loss of this customer, or any significant reduction in their order volume, would have a material adverse effect on our business, financial condition, and results of operations.

We currently derive substantially all of our revenue from Tesla. For the fiscal year ended June 30, 2025, sales to Tesla accounted for approximately 99.49% of our total revenue. For the fiscal year ended June 30, 2026, sales to Tesla accounted for approximately 99.02% of our total revenue. We expect this concentration to continue for the foreseeable future. Consequently, our financial performance depends almost entirely on Tesla’s business performance, production schedules, and continued demand for its vehicles.

Although we have an established supply relationship with Tesla, our arrangements with Tesla generally do not guarantee minimum purchase volumes. Orders are typically placed based on their production needs and market demand for their electric vehicles. If Tesla experiences a decline in sales, faces production disruptions, or decides to reduce their inventory levels, they may reduce or cancel orders for our components with limited notice.

Any adverse change in our relationship with Tesla could cause our revenue to decline precipitously. The specific risks include:

•        If Tesla were to terminate our relationship or switch to alternative suppliers for future vehicle programs;

•        If Tesla decides to manufacture the body structure components that we currently supply entirely using their own facilities;

•        If Tesla exerts significant pressure on us to reduce prices, which would compress our margins; or

•        If consumer demand for the specific models we support fails to meet expectations.

Because our manufacturing facilities and equipment are specialized and dedicated to serving Tesla, we would be unable to replace this lost revenue with other customers in the short term. This would result in a material adverse effect on our ability to continue operations.

If we fail to continue to establish, maintain and strengthen our unique brand, and our brand and reputation could be harmed by negative publicity regarding our products.

Our business and prospects are heavily dependent on our ability to develop, maintain and strengthen our unique brand. Developing, maintaining and strengthening our brand will likely depend significantly on our ability to provide high-quality products and engage with our customers as intended. However, we have limited experience in these areas. Our target customers may be reluctant to acquire products from a new and unproven company. Furthermore, our novel technology and design may not align with target customer preferences. If we do not continue to develop and maintain a strong brand, we may lose the opportunity to keep our current customers and our business, prospects, financial condition and operating results will be materially and adversely impacted.

In addition, if negative incidents relating to our products occur or are perceived to have occurred, whether or not such incidents are our fault, we could be subject to adverse publicity. In particular, given the popularity of social media, any negative publicity, whether true or not, could quickly proliferate and harm consumer perceptions and confidence in our brand. Our ability to successfully position our brand could also be adversely affected by perceptions about the quality of our competitors’ products.

If we fail to manage our growth effectively, we may not be able to further design, develop, manufacture and market our products successfully.

Our operations are subject to all the risks inherent in growing business enterprises. To grow effectively, we must continue to be able to launch new products and increase our production capacity to meet changing consumer preferences and demands in a timely and cost-effective manner. We intend to expand our operations significantly and our future expansions include:

•        expanding the management team;

•        hiring and training new personnel;

•        leveraging consultants to assist with company growth and development;

•        expanding our product offering;

•        controlling expenses and investments in anticipation of expanded operations;

•        establishing or expanding design, research and development, manufacturing and sales capabilities;

•        implementing and enhancing administrative infrastructure, systems and processes; and

•        expanding into new markets.

Any failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results and financial condition.

We may be subject to product liability claims and warranty claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.

The automobile industry in particular experiences significant product liability claims and warranty claims. Because our products are internal parts of the automobiles, we face inherent risk of exposure to claims in the event our products do not perform or are claimed to not have performed as expected. Product liability claims, even those without merit or those that do not involve our products, could harm our business, prospects, financial condition and operating results. Additionally, product liability claims that affect our competitors or suppliers may also cause indirect adverse publicity for us and our products. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim against us or our competitors could generate substantial negative publicity about our products and business and could have a material adverse effect on our brand, business, prospects, financial condition and operating results. We may self-insure against the risk of product liability claims, meaning that any product liability claims will likely have to be paid from company funds, not by insurance.

Warranty reserves will include our management team’s best estimate of the projected costs to repair or to replace items under warranty. Such estimates are inherently uncertain, particularly in light of our limited operating history and the limited field data available to us. Despite having accurately estimated our reserves for expenses related to our warranty programs, changes to such estimates based on real-world observations may cause material changes to our warranty reserves in the future. If our reserves become inadequate to cover future maintenance requirements on its vehicles, our business, prospects, financial condition and results of operations could be materially and adversely affected. We may become subject to significant and unexpected expenses as well as claims from our customers. There can be no assurances that then-existing reserves will be sufficient to cover all claims.

If we are unable to attract and retain key personnel and hire qualified management, technical personnel, our ability to compete could be materially and adversely affected.

Our success depends to a significant extent on the continued service of our key management, technical, and other personnel, including our executive officers and senior managers. The loss of the services of any of these key personnel could have a material adverse effect on our business, financial condition, and results of operations.

Our success also depends, in part, on our continuing ability to identify, hire, attract, train and develop other highly qualified personnel, such as key engineering personnel, scientists and executive officers. Experienced and highly skilled personnel are in high demand and competition for such personnel can be intense, and our ability to hire, attract

and retain them depends in part on our ability to provide competitive compensation. We may unable to attract, develop or retain qualified personnel in the future, and a failure to do so could adversely affect our business. In addition, any failure by our management team and our employees to perform as expected may have a material adverse effect on our business, prospects, financial condition and operating results.

If we fail to increase productivity through sustainable operational improvements, as well as unable to successfully execute repositioning projects or effectively manage our workforce, our profitability may be reduced.

Our profitability and margin growth are dependent upon our ability to drive sustainable improvements. In addition, we seek productivity and cost savings benefits through repositioning actions and projects, such as consolidation of manufacturing facilities, transitions to cost-competitive regions, workforce reductions, asset impairments, product line rationalizations and other cost-saving initiatives. Risks associated with these actions include delays in execution of the planned initiatives, additional unexpected costs, realization of fewer than estimated productivity improvements and adverse effects on employee morale. We may not realize the full operational or financial benefits we expect, the recognition of these benefits may be delayed and these actions may potentially disrupt our operations. Additionally, organizational changes, attrition, labor relations difficulties, or workforce stoppage could have a material adverse effect on our business, reputation, financial position and results of operations.

We have entered and may continue to enter into agreements and non-binding purchase orders, letters of intent and memorandums of understanding or similar agreements for sales of our products, which are cancellable at the option of our customers.

We have entered and may continue to enter into agreements, purchase orders, letters of intent and memorandums of understanding or similar agreements for the sale of our products that include various modification and/or cancellation rights in favor of the customer. For example, we have entered into binding purchase agreements with our major customer Tesla for their purchase; however, they are subject to the further entry into a definitive agreement with final pricing, warranty coverage and other terms. These purchase obligations may also be canceled by the customer with six months’ written notice. As a result, we cannot assure that we will be able to enter into a definitive agreement or that our customers will not exercise their cancellation rights. Any of these adverse actions related to these agreements, purchase orders, letters of intent, memorandums of understanding or any future customer contracts could harm our business, prospects, financial condition and operating results.

We may incur material losses and costs as a result of warranty claims, including product recalls, and product liability actions that may be brought against us.

In the future, in the event that any of our products fails to perform as expected, we may face direct exposure to warranty and product liability claims or may be required to participate in a government or self-imposed recall involving such products. Our customers that are not end users, such as auto manufacturers, may face similar claims or be obliged to conduct recalls of their own, and in such circumstances, they may seek contribution from us. Our agreements with our customers do not always include limitation of liability clauses or, in certain situations or legal jurisdictions, such limitation of liability clauses may not be fully valid. If any such claims or contribution requests exceed our available insurance, or if there is a product recall, there could be a material adverse impact on our results of operations.

If a large number of products are the subject of a recall or if needed replacement parts are not in adequate supply, we may not be able to deploy recalled products for a significant period of time. These types of disruptions could jeopardize our ability to fulfill existing contractual commitments or satisfy demand for our products and could also result in the loss of business to our competitors. Such recalls also involve significant expense and diversion of management attention and other resources, and could adversely affect our brand image, as well as our business, prospects, financial condition and operating results.

Risks Related to our Financial Condition

We will require significant capital to develop and grow our business, and we may be unable to adequately control the costs associated with our operations.

We have incurred significant expenses on and will require additional capital to develop and grow our business, including upgrading and improving our products, establishing or expanding design, funding ongoing research and development (“R&D”) activities, satisfying regulatory and environmental compliance obligations, building our brand

and meeting general working capital needs. Our ability to become profitable in the future will not only depend on our ability to complete the design and development of our products to meet projected performance metrics, identify and investigate new areas of demand and successfully market our products, but also our ability to sell or lease products at prices needed to achieve our expected margins and control our costs. If we are unable to efficiently design, develop, manufacture, market, deploy, distribute and service our products, our margins, profitability and prospects may be materially and adversely affected.

Agreements governing our debt obligations include financial and other covenants that provide limitations on our business and operations under certain circumstances, and failure to comply with any of the covenants in such agreements could adversely impact us.

Our financing agreements that we may enter into from time to time, contain certain affirmative, negative, and financial covenants, and other customary events of default. Certain covenants in our financing agreements are subject to important exceptions, qualifications, and cure rights. If we fail to comply with such covenants, if any other events of default occur for which no waiver or amendment is obtained, or if we are unable to timely refinance the debt obligations subject to such covenants or take other mitigating actions, the holders of our indebtedness could, among other things, declare outstanding amounts immediately due and payable, and, subject to the terms of relevant financing agreements, repossess or foreclose on collateral, including certain of our assets used in our business. The acceleration of significant indebtedness, or actions to repossess or foreclose on collateral may cause us to renegotiate, repay, or refinance the affected obligations, and there is no assurance that such efforts would be successful or on terms we deem attractive. In addition, any acceleration or actions to repossess or foreclose on collateral under our financing agreements could result in a downgrade of any credit ratings then applicable to us, which could result in additional events of default or limit our ability to obtain additional financing.

Risks related to Laws and Regulations

If we, our partners or our suppliers fail to comply with substantial regulation, these regulations could substantially harm our business and operating results.

We, as well as our third-party partners and our suppliers, are or will be subject to substantial regulation under foreign, federal, state and local laws. We may experience difficulties in obtaining or complying with various licenses, approvals, certifications and other governmental authorizations necessary to manufacture, deploy or service automotive components for vehicles in any of these jurisdictions. If we, our third-party partners or our suppliers are unable to obtain or comply with any of the licenses, approvals, certifications or other authorizations necessary to carry out our operations in the jurisdictions in which we currently operate, or those jurisdictions in which we plan to operate, our business, prospects, financial condition and operating results could be materially and adversely affected. We have incurred, and expect to continue to incur, significant costs in complying with these regulations.

Changes in legislation or government regulations or policies may have a significant impact on demand for our products and our results of operations.

The sales and margins of our business are directly impacted by government regulations, including safety, performance and product certification regulations. To the extent the laws change, new laws are introduced, or if we introduce new products in the future, some or all of our products may not comply with applicable foreign, federal, state or local laws. Further, certain industry standards currently regulate automotive components. Compliance with these standards could be burdensome, time-consuming, and expensive. There can be no assurance that we will be able to maintain our profitability by offsetting any increased compliance costs.

Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition or results of operations.

New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could adversely affect our business operations and financial performance. Furthermore, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. For example, legislation known as the Tax Cuts and Jobs Act of 2017 (“TCJA”), the Coronavirus Aid, Relief, and Economic Security Act and the Inflation Reduction Act of 2022 enacted many significant changes to the U.S. tax laws. Further guidance from the Internal Revenue Service and other tax authorities with respect to such legislation may affect us, and certain

aspects of such legislation could be repealed or modified in future legislation. In addition, it is uncertain if and to what extent various states will conform to federal tax laws. Future tax reform legislation could have a material impact on the value of our deferred tax assets and could increase our future U.S. tax expense.

Changes in international trade policies, tariffs and treaties could adversely affect our business, prospects, financial condition and operating results.

There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our cost of production, supply chain and ability to export our products. Recently, the U.S. has implemented a range of tariffs and increases to existing tariffs on foreign goods, such as steel and select automotive parts. In response to these tariffs, a number of U.S. trading partners have imposed, are considering imposing, retaliatory tariffs on a wide range of U.S. products, which make it more costly for us to export our products to those countries. If we are unable to pass price increases on to our customer base or otherwise mitigate the costs, or if demand for our exported products decreases due to the higher cost, our operating results could be materially and adversely affected.

While we cannot predict the extent to which the United States or other countries will impose quotas, duties, tariffs, taxes or other similar restrictions upon the import or export of our products in the future, a “trade war” of this nature or other governmental action related to tariffs or international trade agreements could have an adverse impact on demand for our sales and clients and affect the economies of the United States and various countries, having an adverse effect on our business, financial condition and results of operations.

We are subject to various environmental laws and regulations that could impose substantial costs and our operations expose us to the risk of material environmental liabilities.

Our operations are and will be subject to foreign, federal, state and local environmental laws and regulations, including laws relating to the use, handling, storage and disposal of, and human exposure to, hazardous materials and substances. We are also subject to potentially material liabilities related to the compliance of our operations with the requirements of these laws and regulations. Environmental and health and safety laws and regulations can be complex, and we have limited experience in compliance. Moreover, we expect that we will be affected by future amendments to such laws or other new environmental and health and safety laws and regulations which may require us to change our operations, potentially resulting in a material adverse effect on our business, prospects, financial condition and operating results. These laws can give rise to liability for administrative oversight costs, cleanup costs, property damage, bodily injury, fines and penalties. Capital and operating expenses needed to comply with environmental laws and regulations can be significant, and violations may result in substantial fines and penalties, third-party damages, suspension of production or a cessation of our operations.

We cannot predict with certainty the outcome of litigation matters, government proceedings and other contingencies and uncertainties.

As of the date of this prospectus, we are party to a wage and hour class action lawsuit, alleging non-compliance with meal period requirements for temporary warehouse employees provided by a staffing agency, based on a theory that we and the staffing agency are joint employers. We have reached a tentative settlement agreement with respect to this matter in the aggregate amount of approximately US$1.2 million, of which our estimated share is approximately US$0.6 million. The settlement remains subject to court approval, and any payment thereunder is not expected to be made until late 2026 or early 2027. We had not accrued any liability with respect to this matter as of June 30, 2025. As of June 30, 2026, we had accrued approximately US$0.6 million for our estimated share of the settlement obligation, although the settlement had not received final court approval as of such date. From time to time, we may be involved in lawsuits, investigations and other proceedings arising in the ordinary course of our current and historical business operation, including matters relating to commercial transactions, product liability, employment, employee benefits plans, intellectual property, import and export compliance, environmental, health and safety matters, securities litigation, tax proceedings and litigation related to our indebtedness. Some of these matters may involve substantial claims for damages or other relief. Any adverse outcome in such proceedings could result in significant monetary damages, penalties, fines, injunctive relief, reputational harm or changes to our business practices, and could have a material adverse effect on our business, financial condition, results of operations and prospects. For additional information regarding our pending legal proceedings, see “Regulations and Legal Proceedings”. We cannot predict with certainty the outcome of legal proceedings or contingencies. The costs incurred in litigation can be substantial and result in the diversion of management’s attention and resources.

We may also make certain commitments, including representations, warranties and indemnities relating to current and past operations, including those related to divested businesses, and issue guarantees of third-party obligations. Our potential liabilities are subject to change over time due to new developments, changes in settlement strategy or the impact of evidentiary requirements, and we may become subject to or be required to pay damage awards or settlements that could have a material adverse effect on our results of operations, cash flows and financial condition. If we were required to make payments, such payments could be significant and could exceed the amounts we have accrued with respect thereto, adversely affecting our business, financial condition and results of operations. While we maintain insurance for certain risks, the amount of our insurance coverage may not be adequate to cover the total amount of all insured claims and liabilities. The incurrence of significant liabilities for which there is no or insufficient insurance coverage could adversely affect our results of operations, cash flows, liquidity and financial condition.

Because we have officers and directors who live outside of the United States, you may have no effective recourse against them for misconduct and may not be able to receive compensation for damages to the value of your investment caused by wrongful actions by our directors and officers.

We have officers and directors who live outside of the United States. As a result, it may be difficult for investors to enforce within the U.S. any judgments obtained against those officers and directors or obtain judgments against them outside of the U.S. that are based on the civil liability provisions of the federal or state securities laws of the U.S. Investors may not be able to receive compensation for damages to the value of their investment caused by wrongful actions by our directors and officers.

Our Korean listed parent companies must complete a regulatory process in Korea before this offering can proceed, and that process is not complete.

Amendments to the Korea Exchange listing and disclosure regulations that took effect on August 3, 2026 require each of MS Autotech Co., Ltd. and Myoung Shin Industry Co., Ltd., our indirect parent companies listed in Korea, to complete a prescribed board process before our listing proceeds, including an assessment of the impact on their shareholders, the adoption of shareholder protection measures, confirmation of shareholder views, a board resolution and staged public disclosure, each reviewed in advance by an independent special committee. See “Regulations — Korean regulation of subsidiary listings by Korean listed companies.”

As of the date of this prospectus, neither parent has completed this process. Each intends to complete it before the effectiveness of the registration statement of which this prospectus forms a part. We do not control our parent companies and cannot direct the conduct or timing of their boards, their special committees or their shareholder engagement. If either parent does not complete the process, or does not complete it on the timetable we anticipate, this offering may be delayed or may not be completed, and we may be required to update or supplement this prospectus. Any such delay would also require us to update the financial statements included in this prospectus, which would increase the cost of this offering.

The outcome of the Korea Exchange’s review is uncertain, and there is no precedent for the application of these regulations to a listing on a U.S. exchange.

Each of our Korean listed parents has concluded that it is not able to obtain shareholder approval by the standard that would give rise to a presumption of compliance, and each intends instead to satisfy its obligation through shareholder engagement and to proceed by way of review by the Korea Exchange on a case-by-case basis.

That review is discretionary and its outcome is not assured. The regulations took effect on August 3, 2026 and, as of the date of this prospectus, no listing on an exchange outside Korea has been reviewed under them. There is accordingly no precedent on which our parents or we can rely, and the Korea Exchange may take a different view of the sufficiency of the shareholder engagement undertaken, of the shareholder protection measures adopted, or of the justification for the listing. Korean regulators have publicly indicated that shareholder approval obtained at a general meeting is the preferred route. An adverse or delayed outcome could delay this offering or prevent it from being completed.

Commitments our parent companies make to their own shareholders in connection with the Korean process may restrict us.

In connection with the process described above, each of MS Autotech Co., Ltd. and Myoung Shin Industry Co., Ltd. is required to adopt measures to protect its own shareholders, and to specify the timing and conditions on which those measures will be performed. Those measures may include undertakings as to the retention of shares in us, restrictions on further spin-offs or listings within the group, restrictions on the application of the proceeds of this offering, and commitments relating to dividends.

These measures are adopted by our parent companies for the benefit of their own shareholders, whose interests may differ from those of holders of our Common Stock. To the extent they restrict our ability to issue additional equity, to use the proceeds of this offering as we would otherwise determine, to pursue acquisitions using our shares as consideration, or to set our own dividend policy, our financial flexibility may be reduced and our business, prospects, financial condition and operating results could be materially and adversely affected.

Sanctions imposed on our parent companies under the Korean regulations could adversely affect us.

A Korean listed company that fails to comply with these regulations may be subject to a contractual penalty and suspension of trading in its own shares, and monetary sanctions and penalty points for disclosure failures. In addition, shareholders of our parent companies may challenge the Korean process, and any resulting proceeding could delay or disrupt this offering.

We are required to file a securities registration statement in Korea, and our ability to complete this offering depends in part on that filing.

Because our Korean listed parent companies hold an indirect interest of 20% or more in us, and no restriction is in place that would prevent residents of Korea from acquiring shares of our Common Stock following this offering, we are required under Korean law to file a securities registration statement with, and have it accepted by, the Financial Supervisory Service of Korea. This requirement applies notwithstanding that no shares are being offered or sold in Korea.

We have not yet made that filing. Under the Korean capital markets law, in an offering such as this one, which involves both an issuance of new shares and a sale of existing shares, a securities registration statement becomes effective 15 business days after the date on which it is accepted by the Financial Supervisory Service. The Korean financial authorities have stated in a press release that the shareholder protection obligations of a parent company also apply to listings on overseas exchanges such as this one, and the newly revised form of securities registration statement requires disclosure of whether a parent company has performed those obligations. Accordingly, until our parent companies have completed the performance of their shareholder protection obligations, the Financial Supervisory Service may refuse to accept our securities registration statement and may request amendments to it. If we were to close this offering before an amended securities registration statement has been accepted by the Financial Supervisory Service and the 15-business-day effectiveness period has run, a question could arise as to whether we have violated the Financial Investment Services and Capital Markets Act and it could result in sanctions under Korean law. Therefore, performance by our parent companies of their shareholder protection obligations and the acceptance of our securities registration statement by the Korean financial authorities may affect this offering.

Risks Related to our Intellectual Property

We currently do not own any intellectual property, as all designs and development are undertaken based on customer requirements, creating a risk of limited proprietary advantage and potential client dependence.

We currently do not own any trademarks, copyrights, patents, domain names, know-how, proprietary technologies, or similar intellectual property. Regardless of the type of our services, as discovery, system design, platform development, and deployment are developed under the specific narratives, requirements, and standards of our customers, the intellectual property, including patents, associated with such designs is owned by our parent company Simwon Tech Inc. This business model means that our core competencies are embedded within our ability to execute on client specifications. Consequently, we may have limited ability to leverage our development work for proprietary offerings or to build a defensible competitive moat based on our own unique intellectual assets. This also creates a potential for increased client dependence, as their continued engagement may be tied to the proprietary nature of the solutions we develop for them. While we aim to build strong client relationships through our expertise and service delivery, the absence of owned intellectual property presents a unique risk profile that could affect our long-term value proposition and strategic independence.

We rely significantly on our parent company for critical intellectual property, technical support, and research and development. If we lose access to these resources, our business would be materially and adversely affected.

Our manufacturing operations are heavily dependent on proprietary technology, brand assets, and R&D support licensed or provided by our parent company, Simwon Tech Inc., and its affiliates. We do not currently own the core intellectual property related to our HPF technology or our corporate trademarks; instead, we access these essential assets through specific technical license agreement and trademark license agreement. Additionally, we rely on our parent company’s mature R&D infrastructure for the initial design and engineering of new vehicle programs.

Our reliance on parent company’s R&D support exposes us to risks associated with supply dependency, communication challenges, and potential intellectual property vulnerabilities. Since we do not possess independent ownership of these key assets, any termination, non-renewal, or modification of these agreements on terms less favorable to us could sever our access to the critical technology required for our production. We may be unable to replace these resources in a timely or cost-effective manner, which could force us to suspend the manufacturing of our key products, thereby materially and adversely affecting our ability to fulfill customer orders and our overall financial condition.

We may need to defend ourselves against intellectual property infringement claims or misappropriation claims, which may be time-consuming, expensive and adversely affect our business.

Companies, organizations or individuals, including our competitors, may own or obtain patents, trademarks or other proprietary rights that could prevent or limit our ability to make, use, develop or deploy our products, which could make it more difficult for us to operate our business. We may receive inquiries from patent, copyright or trademark owners inquiring whether we infringe upon their proprietary rights. We may also be the subject of more formal allegations that we have misappropriated such parties’ trade secrets or other proprietary rights. Although we are not aware of any present infringement of our products, services or technology on the intellectual property rights of others, we cannot be certain that our products and technologies do not or in the future will not infringe on the valid intellectual property rights held by third parties.

In recent years, there has been a significant amount of litigation in the U.S. involving patents and other intellectual property rights. In the future, we may be a party to litigation as a result of an alleged infringement of others’ intellectual property. Successful infringement claims against us could result in substantial monetary liability, require us to enter into royalty or licensing arrangements, or otherwise materially disrupt the conduct of our business. In addition, even if we prevail on these claims, this litigation could be time-consuming and expensive to defend or settle, and could result in the diversion of our time and attention and of operational resources, which could materially and adversely affect our business. In response to a determination that we have infringed upon or misappropriated a third party’s rights of intellectual property, we may be required to do one or more of the following:

•        cease development, sales or use of our products that incorporate the asserted intellectual property;

•        pay substantial damages;

•        obtain a license from the owner of the asserted intellectual property right, which license may not be available on reasonable terms or available at all; or

•        one or more aspects or systems of our products that use the technology.

A successful claim of infringement or misappropriation against us could materially and adversely affect our business, prospects, financial condition and operating results. Even if we are successful in defending against these claims, litigation could result in substantial costs and demand on management resources.

Risks Related to This Offering and Ownership of our Common Stock

The market price of our Common Stock may fluctuate widely, and you could lose all or part of your investment.

The market price of our Common Stock may fluctuate widely, depending on many factors, some of which may be beyond our control, including:

•        actual or anticipated fluctuations in our quarterly or annual operating results;

•        publication of research reports by securities analysts about us or our competitors or our industry;

•        the public’s reaction to our press releases, our other public announcements and our filings with the SEC;

•        our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market;

•        additions and departures of key personnel;

•        strategic decisions by us or our competitors, such as acquisitions, spin-offs, joint ventures, strategic investments or changes in business strategy;

•        the passage of legislation or other regulatory developments affecting us or our industry;

•        speculation in the press or investment community;

•        changes in accounting principles;

•        terrorist acts, acts of war or periods of widespread civil unrest;

•        natural disasters and other calamities; and

•        changes in general market and economic conditions.

Our ability to raise capital in the future may be limited.

In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both because our business and operations may consume resources faster than we anticipate. Additional financing may not be available on favorable terms or at all. If adequate funds are not available, we may not be able to fund our capital requirements. If we issue new debt securities, the debt holders would have rights senior to holders of our Common Stock to make claims on our assets and the terms of any debt could restrict our operations, including our ability to pay dividends on our Common Stock. If we issue additional equity securities or securities convertible into equity securities, existing stockholders will experience dilution and the new equity securities could have rights senior to those of our Common Stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot estimate the amount, timing or nature of our future offerings and their impact on the market price of our Common Stock.

Our failure to meet the continued listing requirements of Nasdaq could result in a de-listing of our Common Stock.

After listing, if we fail to satisfy the continued listing requirements of Nasdaq, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps to de-list our Common Stock. Such a de-listing would likely have a negative effect on the price of our Common Stock and would impair your ability to sell or purchase our Common Stock when you wish to do so. In the event of a de-listing, we would take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our Common Stock to become listed again, stabilize the market price or improve the liquidity of our Common Stock, prevent our Common Stock from dropping below Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

We have no current plans to pay dividends on our Common Stock for the foreseeable future and, consequently you may not receive any return on investment unless you sell your Common Stock for a price greater than that which you paid for it.

We have no current plans to pay any cash dividends for the foreseeable future. We intend to retain future earnings, if any, for future operations, expansion and debt repayment. Any decision to declare and pay dividends in the future will be made at the discretion of our Board of Directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, any future indebtedness and other factors that our Board of Directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we incur, including our credit facility. As a result, you may not receive any return on an investment in our Common Stock unless you sell our Common Stock for a price greater than that which you paid for it. While we may change this policy at some point in the future, we cannot assure you that we will make such a change.

Our management will have broad discretion in how we use the net proceeds of this offering.

Our management will have considerable discretion over the use of proceeds from this offering. You will not have the opportunity to assess whether the proceeds are being used in a manner which you may consider most appropriate. Our management might spend a portion or all of the net proceeds from this offering in ways that our stockholders do not desire or that might not yield a favorable return. The failure by our management to apply these funds effectively could harm our business. Furthermore, you will have no direct say on how our management allocates the net proceeds of this offering. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

We are an “emerging growth company” as defined under the Securities Act and may take advantage of certain reduced disclosure requirements.

As our total revenues for the most recently completed fiscal year were less than US$1.235 billion, we qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we may take advantage of certain reduced reporting and other requirements that apply to public companies, including, among others: exemption from the requirement that our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002; and the ability to delay adoption of new or revised accounting standards until those standards would otherwise apply to private companies. As a result, if we choose not to comply with certain reporting and other requirements, including the auditor attestation requirement, investors may not have access to information that they may deem important.

In addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised financial accounting standards. This means that an emerging growth company can delay the adoption of certain accounting standards until those standards are applicable to private companies. We have elected to take advantage of this extended transition period. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates for such accounting standards.

We expect to take advantage of these reporting exemptions until we are no longer an “emerging growth company.” Because of these lessened regulatory requirements, our stockholders would be left without information or rights available to stockholders of more mature companies.

Your percentage ownership of our Common Stock may be diluted by the future issuance of additional Common Stock or convertible securities in connection with our incentive plans, acquisitions or otherwise, which could adversely affect our stock price.

Your percentage ownership of our Common Stock may be diluted in the future because of equity issuances pursuant to capital market transactions or otherwise. We may grant Non-statutory Stock Options and Restricted Stock to employees and consultants. Incentive Stock Options may be granted only to employees. Awards made under such plans will have a dilutive effect on our earnings per share, which could adversely affect the market price of our Common Stock.

From time to time in the future, we may also issue additional shares of our Common Stock or securities convertible into Common Stock pursuant to a variety of transactions, including acquisitions. Our issuance of additional shares of our Common Stock or securities convertible into our Common Stock would dilute the percentage ownership of the Company held by holders of our Common Stock and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our Common Stock, including investors who purchase Common Stock in this offering.

No public market for our Common Stock currently exists and an active trading market may not develop or be sustained following this offering.

Prior to this offering, there has been no public market for our Common Stock. The initial public offering price for our Common Stock will be determined through negotiations with the Underwriter. This price will not necessarily reflect the price at which investors in the market will be willing to buy and sell our shares of Common Stock following this offering. Although we have applied to list our Common Stock on Nasdaq, we may not get approved and even if we are approved an active trading market for our shares may never develop or, if developed, be maintained following this offering. If an active market for our Common Stock does not develop or is not maintained, it may be difficult for you to sell shares you purchase in this offering without depressing the market price for the shares or at all. An inactive trading market also may impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration. The lack of an active market also may reduce the fair market value of your shares of Common Stock.

USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately US$23.9 million (or approximately US$30.7 million if the Underwriter exercises in full their Over-allotment Option to purchase up to 375,000 additional shares of Common Stock), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from sales of Common Stock Shares by the Selling Stockholders.

We intend to use the net proceeds of this offering as follows:

•        approximately 25%, or approximately US$5.97 million (or approximately US$7.69 million if the underwriters exercise the over-allotment option in full), of net proceeds of this offering for the acquisition of a company on the East Coast to support the expansion of our business.

•        approximately 25%, or approximately US$5.97 million (or approximately US$7.69 million if the underwriters exercise the over-allotment option in full), of net proceeds of this offering for market expansion initiatives targeting the Mexican and Canadian markets.

•        approximately 10%, or approximately US$2.39 million (or approximately US$3.07 million if the underwriters exercise the over-allotment option in full), of net proceeds of this offering for the establishment of an independent research and development team to drive technological innovation and product optimization.

•        approximately 40%, or approximately US$9.55 million (or approximately US$12.3 million if the underwriters exercise the over-allotment option in full), of net proceeds of this offering for general working capital needs.

The precise amounts and percentage of proceeds we devote to particular categories of activity, and their priority of use, will depend on prevailing market and business conditions as well as on the nature of particular opportunities that may arise from time to time. Accordingly, we reserve the right to change the use of proceeds that we presently anticipate and describe herein.

Our expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering or the amounts that we will actually spend on the uses set forth above. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

When evaluating potential acquisition targets in the future, our primary focus will be on companies that possess specialized manufacturing capabilities and/or established client networks that can be synergistically integrated into our business. The key factors we will consider include: (i) the complementarity of the target’s manufacturing capabilities and technology to our current operations; (ii) the target’s existing customer base; (iii) valuation and purchase price; and (iv) our management’s capacity to effectively integrate the acquired business. Currently, we have no commitments or active negotiations with respect to any such acquisitions. Approximately 25% of the net proceeds from this offering will be used for acquisitions, and the shortfall amount (if any) will be funded internally.

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2026:

•        on an actual basis; and

•        on a pro forma basis to give effect to the issuance and sale by us of 1,500,000 shares of Common Stock at a public offering price of US$20.00 per share, after deducting underwriting discounts, fees and estimated offering expenses payable by us.

The following table assumes no exercise by the underwriter of its warrant to purchase 125,000 shares of Common Stock. The pro forma information below is only for illustrative purposes and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our financial statements and related notes and the other financial information appearing elsewhere in this prospectus. The information presented in the capitalization table has been adjusted to reflect the effect of this current offering.

____________

(1)      Pro Forma as Adjusted assume the full exercise of the underwriters’ over-allotment option to purchase 375,000 additional shares of Common Stock from us.

(2)      For the purpose of this table only, common stock is presented after giving effect to a share capitalization the Company intends to complete prior to the effectiveness of this registration statement, pursuant to which 3,211,539 additional shares of common stock would be issued to existing stockholders on a pro rata basis for no consideration. The share capitalization will not change total stockholders’ equity. The financial statement included in this prospectus have not been recast to reflect the share capitalization, which has not been completed.

DILUTION

If you invest in our Common Stock, your interest will be immediately diluted to the extent of the difference between the public offering price per share and the as adjusted net tangible book value per share of our Common Stock after this offering. Net tangible book value per share represents our net tangible book table (total net assets less deferred offering costs), divided by the number of shares of our Common Stock outstanding.

As of June 30, 2026, our net tangible book value was approximately US$98.7 million, or US$7.45 per share of Common Stock, based on 13,250,000 shares of Common Stock outstanding immediately prior to the completion of the offering.

Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers in this offering and the as adjusted net tangible book value per share of our Common Stock immediately after this offering. After giving effect to the sale of 1,500,000 shares of Common Stock at a public offering price per share of Common Stock of US$20.00, after deducting the estimated underwriting discounts and estimated offering expenses payable by us, as adjusted net tangible book value as of June 30, 2026 would have been approximately US$122.6 million, or approximately US$8.31 per share. This represents an immediate increase in net tangible book value to existing Stockholders of US$0.86 per share and an immediate dilution in as adjusted net tangible book value of US$11.69 per share of our Common Stock to the investors purchasing securities in this offering.

The following table illustrates this per share dilution to the new investors purchasing shares of Common Stock in this offering:

A US$1.00 increase (decrease) in the assumed initial public offering price of US$20.00 per share would increase (decrease) the amount of proceeds to us from this offering available by approximately US$1.36 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions. If the underwriter exercises its over-allotment option, in full, the as adjusted net tangible book value after this offering would be US$8.56 per share, the increase in pro forma net tangible book value per share would be US$1.11 and the dilution per share to new investors would be US$11.44 per share, in each case assuming an initial public offering price of US$20.00 per share.

The following table sets forth, on a pro forma as adjusted basis as of June 30, 2026, the difference between the number of Common Stock purchased from us and the Selling Stockholders, the total cash consideration paid, and the average price per share paid by our existing Stockholders and by new public investors before deducting estimated Underwriter’s discounts and commissions and estimated offering expenses payable by us, using an assumed public offering price of US$20.00 per Common Stock, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus:

DIVIDEND POLICY

We have never declared or paid cash dividends on our Common Stock. We intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends on our capital stock in the foreseeable future. Notwithstanding the foregoing, any determination to pay cash dividends will be at the discretion of our board of directors and will depend upon a number of factors, including our results of operations, financial condition, cash requirements, contractual restrictions, any future indebtedness future prospects and restrictions imposed by applicable law and other factors our board of directors deems relevant.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements as of and for the fiscal years ended June 30, 2026 and 2025, our audited financial statements as of and for the fiscal years ended June 30, 2025 and 2024, and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. Our fiscal year ends on June 30. The discussion below compares our results for the fiscal years ended June 30, 2026 and 2025 and the fiscal years ended June 30, 2025 and 2024, unless otherwise indicated.

Overview

Company Background

Simwon America Corp. (“SAC,” “we,” “us,” or “our”) is a manufacturer of precision automotive body-in-white structural components and operates as a Tier 1 supplier to the electric vehicle industry. Established in 2016, we are a majority-owned subsidiary of Simwon Tech, Inc. and operate manufacturing facilities in Lathrop, California that supply structural components to customers in North America.

We manufacture high-strength body-in-white structural components primarily for Tesla, Inc., including door ring assemblies, B-pillars, and side structures used principally in Tesla Model 3 and Model Y vehicles. We also historically supplied components for Model S and Model X vehicles; production relating to those programs was substantially completed during fiscal year 2026 following Tesla’s decision to discontinue those vehicle programs. Substantially all of our revenue is derived from sales to this customer.

Manufacturing Capabilities

Our manufacturing operations utilize advanced forming and joining technologies, including hot-stamping, laser trimming and cutting, and tailor-welded blank (“TWB”) processes, to produce ultra-high-strength body-in-white structural components. We operate two adjacent leased manufacturing facilities in Lathrop, California that support press forming, welding, inspection, warehousing, and administrative functions. In addition, we lease a nearby warehouse facility used primarily for raw material storage and logistics support. In total, our facilities comprise approximately 567,791 rentable square feet.

Our manufacturing operations utilize automated forming and assembly processes to produce body-in-white structural components. Depending on product requirements, production may include hot press forming (“HPF”) lines that integrate press automation furnaces to heat and form ultra-high-strength steel components, followed by precision laser trimming and cutting processes.

Certain components are subsequently transferred to robotic assembly and welding lines for structural joining, while other components are produced primarily through robotic assembly and welding processes without HPF forming.

Quality inspection and control procedures are performed throughout the production process using computer measuring machines (“CMM”) and optical inspection systems to verify dimensional accuracy and compliance with customer specifications.

Product Portfolio

Our manufacturing activities are primarily focused on the production of body-in-white structural components for electric vehicles and are supported by two complementary core manufacturing capabilities: precision metal stamping and robotic welding and sub-assembly.

•        Precision Metal Stamping.    We operate high-tonnage press lines capable of processing advanced high-strength steel (“AHSS”) to produce structural automotive components requiring high dimensional accuracy and repeatable mechanical performance. These components include door ring assemblies, pillar structures, and side body reinforcements supplied for electric vehicle platforms.

•        Welding and Sub-Assembly.    Using robotic welding cells and automated assembly systems, we manufacture structural sub-assemblies that integrate stamped components into larger body-in-white modules. Depending on product requirements, these processes support the production of reinforced structural assemblies used in vehicle side structures and related safety-critical applications. While our current production is concentrated on body-in-white structural components, our welding and assembly capabilities are also adaptable to additional structural applications, including battery enclosure-related components for electric vehicles.

Quality Management Systems

We maintain IATF 16949:2016 certification across our manufacturing operations and implement structured quality control procedures throughout the production process. Statistical process control (“SPC”) methodologies are applied to support dimensional accuracy and process stability. We also utilize manufacturing execution and supply chain management systems to support production tracking, inventory management, and quality documentation across our operations.

Competitive Strengths

We believe our competitive position is strengthened by:

•        Strategic Customer Relationship:    Long-term supply relationship with Tesla, Inc., characterized by early involvement in customer design processes and multi-year production agreements.

•        Technological Specialization:    Proprietary expertise in high-strength material forming, mixed-material joining techniques for aluminium-to-steel applications, complex progressive die designs, and lightweighting solutions.

•        Operational Excellence:    Lean manufacturing principles, vertical integration of tooling maintenance capabilities, flexible production scheduling to accommodate just-in-sequence delivery requirements, and an integrated Smart Factory System providing real-time production tracking.

•        Certified Quality Systems and Production Control:    IATF 16949-certified manufacturing operations supported by statistical process control methodologies and integrated production tracking systems that support consistent quality and delivery performance.

Factors Affecting Our Performance

Our results of operations are influenced by several key factors, many of which reflect broader industry dynamics:

Demand from Key Customer

Substantially all of our revenue is derived from a single customer, Tesla, Inc. (“Tesla”), a major U.S.-based electric vehicle manufacturer. Our business and results of operations are significantly dependent on maintaining this relationship and meeting the customer’s quality, pricing, and delivery requirements. Any reduction in orders from this customer, or loss of this customer, would materially and adversely affect our business. While our relationship with Tesla is long-standing, this concentration exposes us to significant customer-specific risk.

Customer Program Developments

In April 2026, Tesla formally notified us of the planned discontinuation of the Model S and Model X vehicle programs. Production relating to these programs was substantially completed by May 2026 following the customer’s production schedule.

Revenue attributable to the Model S and Model X programs represented approximately 1.2%, 0.9% and 1.5% of our total revenue for the fiscal years ended June 30, 2026, 2025 and 2024, respectively. Based on their limited historical contribution to our total revenue, we do not expect the discontinuation, by itself, to have a material adverse effect on our overall results of operations, financial condition or liquidity.

In connection with the discontinuation, we evaluated inventories associated with the affected programs for recoverability as of June 30, 2026. We recognized an additional inventory allowance of approximately US$0.3 million during fiscal year 2026, primarily related to discontinued Model S and Model X inventory. The related charge was included in cost of goods sold.

We also evaluated program-specific production equipment and other long-lived assets associated with the affected programs. Because the relevant equipment remained usable for other existing or future production programs, no impairment charge was recognized as of June 30, 2026.

Because the affected programs represented a limited portion of our historical revenue and utilized only a limited portion of our overall manufacturing capacity, we believe the related capacity may be available to support other existing or future customer programs.

The Electric Vehicle Transition

The global automotive industry is undergoing a fundamental transformation toward vehicle electrification. Industry analysis indicates that battery electric vehicle (BEV) component content per vehicle is 30% to 50% higher than that of a comparable internal combustion engine vehicle. Battery enclosure systems represent a high-growth segment projected to grow at a 25-28% CAGR through 2030, and we are actively pursuing opportunities in this category.

However, the industry is also experiencing technological disruption, including the emergence of gigacasting and other integrated casting technologies, which may reduce demand for certain stamped structural components used in vehicle body structures. The material transition to aluminium requires new tooling and process expertise, and EV platform consolidation may decrease part design diversity.

Raw Material Costs and Supply Chain

Our cost of goods sold consists primarily of steel and other raw materials. We are exposed to price fluctuations for advanced high-strength steel and aluminium alloys, which are influenced by global commodity markets, trade policies, and supply-demand dynamics. A substantial portion of our raw materials are imported from our parent company and affiliates in South Korea. Fluctuations in global steel prices, tariffs, and our ability to pass these costs through to our customer directly impact our margins.

We maintain safety-stock levels based on sourcing characteristics and customer requirements. For CKD raw materials sourced from Simwon Tech, Inc. safety-stock levels are typically maintained at approximately 4 weeks. For domestically sourced materials within the United States and Canada, safety stock levels are generally maintained at approximately 10 to 12 days.

Finished goods inventory levels are typically maintained at approximately 2.5 to 3.5 days of production, depending on customer delivery requirements. Our supply chain management includes formal receiving controls under which all material receipts are matched against commercial invoices and bills of lading, with verification of receiving documentation prior to recording in the system.

Parent Company Relationships

Simwon America Corp. is a majority-owned subsidiary of Simwon Tech, Inc., which is wholly owned by Myoung Shin Industry Co., Ltd. Simwon America Corp. is a majority-owned subsidiary of Simwon Tech, Inc., which is wholly owned by Myoung Shin Industry Co., Ltd.

Our operations are integrated within the broader group’s manufacturing and supply chain structure, and a significant portion of our raw materials is sourced from affiliated entities within the group. As a result, changes in our relationships with these affiliates or in the financial condition of these parent companies could materially affect our operations and financial condition.

Regulatory Environment

We operate within a complex regulatory framework that directly influences our operations and customer demand:

•        Inflation Reduction Act (IRA):    The IRA establishes sourcing requirements for battery components and critical minerals applicable to certain electric vehicle tax credit eligibility criteria. These requirements may influence customer localization strategies within North American electric vehicle supply chains.

•        USMCA Rules of Origin:    The United States-Mexico-Canada Agreement (USMCA) includes regional value content requirements for automotive goods, which may support demand for regionally sourced automotive components within North America.

•        Trade Policies:    U.S. trade policies, including tariffs affecting imported steel, aluminium and other materials, may affect our raw material costs and supply chain dynamics. Certain imported materials currently benefit from tariff relief through Tesla’s importer-of-record and related tariff programs, which reduces a portion of our tariff exposure.

•        Workplace Safety:    We are subject to regulations enforced by the Occupational Safety and Health Administration (OSHA). Our ability to maintain a safe workplace and comply with all applicable regulations is critical to our operational stability and reputation.

Industry Cyclicality

The automotive components industry exhibits cyclical characteristics correlated with broader economic conditions, consumer confidence, and vehicle purchase cycles. Industry revenues have historically demonstrated sensitivity to changes in interest rates, credit availability, and overall economic growth rates, with a typical lag of one to two quarters following changes in economic conditions. As our revenue is derived entirely from EV production, which has shown stronger growth than the broader automotive market, we have experienced some insulation from traditional industry cyclicality, though this may not continue.

Results of Operations

Comparison of Fiscal Years Ended June 30, 2026 and 2025, and fiscal year ended June 30, 2025 and 2024.

Revenue.    Revenue for the fiscal year ended June 30, 2026 was US$323,854,938, compared to US$373,257,752 for the fiscal year ended June 30, 2025, representing a decrease of US$49,402,814, or 13.2%. The decrease was primarily driven by lower revenue from manufactured components and merchandise sales. During the fiscal year ended June 30, 2026, growth in the electric vehicle market moderated compared to prior periods, and our primary customer placed increased emphasis on cost-reduction initiatives. As a result, average revenue per vehicle program decreased across certain product lines, including through program-specific pricing adjustments. These pricing adjustments were generally accompanied by changes in underlying raw material costs and manufacturing processes, which helped mitigate the impact of lower selling prices on gross margin. In addition, production volume was temporarily reduced during January and February 2026 due to production line automation activities. Production volume began to gradually normalize in March 2026.

Revenue for the fiscal year ended June 30, 2025 was US$373,257,752, compared to US$413,132,675 for the fiscal year ended June 30, 2024, representing a decrease of US$39,874,923, or 9.7%. The decrease was primarily attributable to lower average selling prices across major body-in-white structural components, including door ring assemblies. During fiscal year 2024, demand in the electric vehicle market remained strong, and certain suppliers of tailor welded blank (“TWB”) materials experienced manufacturing capacity constraints. As a result, we purchased certain materials at higher prices, which were reflected in higher customer selling prices under our pricing arrangements.

These temporary higher sales unit prices, combined with higher customer production demand during fiscal year 2024, contributed to higher revenue in that period. In addition, fiscal year 2024 included approximately US$2.7 million of temporary packaging-related revenue associated with the customer’s reimbursement of packaging materials, which did not recur in fiscal year 2025.

Substantially all of our revenue is derived from Tesla under a continuous supply arrangement governed by a semi-annual pricing framework that is updated in January and July. Pricing under this framework reflects changes in underlying production conditions, including raw material pricing and program-specific factors. Customer orders are communicated through structured forecasting and ordering processes, including weekly Electronic Data Interchange (EDI) forecasts and daily Replenishment Orders (RO), which support production planning and shipment scheduling.

We recognize revenue at a point in time when control of goods transfers to the customer. Depending on the applicable shipping terms, control generally transfers upon delivery to and receipt at the customer’s facility under Delivered-at-Place (“DAP”) arrangements or upon handoff to the customer’s designated carrier under Free Carrier (“FCA”) arrangements, as evidenced by shipping documentation such as Advanced Shipping Notices (ASN), Bills of Lading, and delivery confirmations. The transaction price consists of the applicable unit price under the pricing framework and may include variable consideration and other pricing adjustments based on the terms of the applicable arrangement.

Cost of Revenue and Gross Profit.    Cost of revenue for the fiscal year ended June 30, 2026 was US$289,393,647, compared to US$343,059,881 for the fiscal year ended June 30, 2025, representing a decrease of US$53,666,234, or 15.6%. Gross profit was US$34,461,291 for fiscal year 2026, compared to US$30,197,871 for fiscal year 2025, representing an increase of US$4,263,420, or 14.1%. Gross margin increased to 10.64% for fiscal year 2026 from 8.09% for fiscal year 2025.

The improvement in gross profit and gross margin was primarily attributable to improvements in our manufacturing cost structure, including increased direct production of certain door ring components following the ramp-up of additional production capacity, which reduced reliance on higher-cost semi-finished components purchased from suppliers. Gross margin also benefited from lower technical royalty expense following the non-renewal of the technical license agreement with Simwon Tech, Inc. after December 31, 2025. These factors caused cost of revenue to decline at a greater rate than revenue during fiscal year 2026.

These improvements were partially offset by customs duty costs incurred during fiscal year 2026 and the temporary reduction in production volume during January and February 2026 due to production line automation activities. The impact of customs duties was partially mitigated by tariff recoveries associated with the PSC process with U.S. Customs and Border Protection (“CBP”) under Tesla’s importer-of-record/license framework. As of June 30, 2026, we recognized approximately US$4.1 million of tariff-related receivables, with the corresponding amount recorded as a reduction of cost of revenue.

Cost of revenue for the fiscal year ended June 30, 2025 was US$343,059,881, compared to US$377,880,351 for the fiscal year ended June 30, 2024, representing a decrease of US$34,820,470, or 9.2%. Gross profit was US$30,197,871 for fiscal year 2025, compared to US$35,252,324 for fiscal year 2024, representing a decrease of US$5,054,453, or 14.3%. Gross margin decreased to 8.09% for fiscal year 2025 from 8.53% for fiscal year 2024.

The decrease in cost of revenue for fiscal year 2025 compared to fiscal year 2024 was primarily attributable to lower raw material costs, which were reflected in corresponding reductions in customer pricing under our semi-annual pricing framework. During fiscal year 2024, higher electric vehicle production demand and capacity constraints at certain suppliers of tailor welded blank (“TWB”) materials resulted in higher material purchase prices, which were reflected in higher customer selling prices. As those temporary conditions normalized in fiscal year 2025, both revenue and cost of revenue decreased. These decreases were partially offset by higher depreciation expense of approximately US$1.7 million associated with manufacturing equipment investments and an increase in utility costs of approximately US$0.5 million compared to the prior fiscal year. Cost of revenue also includes fixed manufacturing overhead costs such as facility-related operating lease expenses for our production plants and warehouse operations.

The decrease in gross profit and gross margin primarily reflected the normalization of temporary pricing and customer production conditions experienced during fiscal year 2024, together with higher depreciation and utility costs in fiscal year 2025. In addition, fiscal year 2024 included approximately US$2.7 million of temporary packaging-related revenue associated with the customer’s reimbursement of packaging materials, which did not recur in fiscal year 2025.

Operating Expenses.    Operating expenses consist primarily of selling, general and administrative expenses, including personnel costs, facility-related expenses, and professional fees. For the fiscal year ended June 30, 2026, operating expenses were US$15,420,036, compared to US$16,665,771 for the fiscal year ended June 30, 2025, representing a decrease of US$1,245,735, or 7.5%. The decrease was primarily attributable to lower payroll and staffing costs and lower operating support expenses, including shipping and logistics, repairs and maintenance, and supplies. These decreases were partially offset by higher professional fees associated with legal, audit, consulting and other public company readiness activities, as well as approximately US$0.6 million of expense recognized in connection with the settlement of a wage and hour class action matter.

Operating expenses also benefited from lower trademark royalty expense following the non-renewal of the related license agreement after December 31, 2025.

For the fiscal year ended June 30, 2025, operating expenses were US$16,665,771, compared to US$16,899,438 for the fiscal year ended June 30, 2024, representing a decrease of US$233,668, or 1.4%. The decrease was primarily attributable to reductions in packaging-related expenses and certain labor costs, partially offset by the recognition of approximately US$0.84 million of trademark royalty expense in fiscal year 2025.

Operating Income.    As a result of the foregoing, operating income was US$19,041,255 for fiscal year 2026, compared to US$13,532,100 for fiscal year 2025, representing an increase of US$5,509,155, or 40.7%. The increase was primarily attributable to higher gross profit and lower operating expenses, as discussed above. Operating income was US$13,532,100 for fiscal year 2025, compared to US$18,352,886 for fiscal year 2024 representing a decrease of US$4,820,786, or 26.3%.

Interest and Other Expense (Income), Net

Other income (expense), net was income of US$2,017,060 for the fiscal year ended June 30, 2026, compared to income of US$570,842 for the fiscal year ended June 30, 2025, representing a favorable change of US$1,446,218. The favorable change was primarily attributable to higher interest income, lower interest expense and higher miscellaneous gain, net. Interest income increased primarily due to higher average cash balances during fiscal year 2026. Interest expense decreased primarily due to the maturity and repayment of the Company’s equipment financing loans, including the repayment of the remaining equipment financing loan in August 2025.

Other income (expense), net was income of US$570,842 for the fiscal year ended June 30, 2025, compared to expense of US$37,986 for the fiscal year ended June 30, 2024, representing a favorable change of US$608,828. The favorable change was primarily attributable to higher interest income and lower interest expense due to the maturity and repayment of equipment financing loans, partially offset by decreases in miscellaneous gain, net.

The following table presents the components of other income (expense), net for the periods indicated:

Miscellaneous Gain (Loss), Net

Miscellaneous gain, net was approximately US$1.8 million for the fiscal year ended June 30, 2026, compared to approximately US$1.4 million for the fiscal year ended June 30, 2025. The increase was primarily attributable to higher scrap income and higher other miscellaneous gains, partially offset by higher miscellaneous expenses and lower quality charge income.

Other miscellaneous gains during fiscal year 2026 included approximately US$0.4 million of reimbursement from Tesla related to obsolete inventory and disposal costs resulting from a Model Y design change, approximately US$0.2 million related to the resolution of a disputed repair-cost matter for which the Company determined that

payment was no longer required, and approximately US$0.1 million of workers’ compensation insurance audit refunds. These items were non-recurring in nature. Scrap income also increased during fiscal year 2026 compared to fiscal year 2025, primarily due to higher realized scrap pricing during the period.

Miscellaneous gain, net was US$1.4 million for the fiscal year ended June 30, 2025, compared to US$1.5 million for the fiscal year ended June 30, 2024. Miscellaneous gain, net primarily consisted of scrap income, quality charge income, other miscellaneous gains and other miscellaneous expenses.

Scrap income represents proceeds from the sale of scrap materials generated in the ordinary course of our manufacturing operations, including trimmed metal scrap, steel, copper, aluminium and cardboard. Scrap income decreased slightly for fiscal year 2025 compared to fiscal year 2024, primarily due to changes in scrap volume and market prices for scrap materials.

Quality charge income represents amounts charged to suppliers or other parties in connection with quality-related matters. Quality charge income decreased for fiscal year 2025 compared to fiscal year 2024, primarily because fiscal year 2024 included a higher level of non-recurring quality-related charges associated with a customer model design-change period, while fiscal year 2025 reflected a more normalized level of quality charge income. This decrease was partially offset by an increase in other miscellaneous gains, including miscellaneous non-operating income items, employee training-related reimbursements and tax refunds.

Income Tax Expense.    Income tax expense was US$4,129,797 for fiscal year 2026, compared to US$2,835,413 for fiscal year 2025, representing an increase of US$1,294,384, or 45.7%. Our effective tax rate was 19.6% for fiscal year 2026, compared to 20.1% for fiscal year 2025. The increase in income tax expense was primarily attributable to higher income before income tax expense, while the effective tax rate remained relatively stable, reflecting the impact of state income taxes, prior-year adjustments, and related-party net operating losses under the applicable unitary filing framework.

Income tax expense was US$2,835,413 for fiscal year 2025, compared to US$4,606,739 for fiscal year 2024. Our effective tax rate was 20.1% for fiscal year 2025, compared to 25.2% for fiscal year 2024. The decrease in the effective tax rate was primarily attributable to changes in state income tax apportionment and the impact of related-party net operating losses under the applicable unitary filing framework.

Net Income.    As a result of the foregoing, net income was US$16,928,518 for fiscal year 2026, compared to US$11,267,529 for fiscal year 2025, representing an increase of US$5,660,989, or 50.2%. The increase was primarily attributable to higher gross profit, lower operating expenses and higher other income, partially offset by higher income tax expense.

Net income was US$11,267,529 for fiscal year 2025, compared to US$13,708,162 for fiscal year 2024, representing a decrease of US$2,440,633, or 17.8%.

Liquidity and Capital Resources

Overview

Our principal sources of liquidity are cash flows from operations and financing arrangements supporting investments in manufacturing equipment. Our primary cash requirements include purchases of raw materials, employee compensation, facility-related expenses, lease obligations, and capital expenditures required to support production programs.

As of June 30, 2026 and June 30, 2025, we had cash and cash equivalents of US$39,430,946 and US$13,374,538, respectively. In addition, we had restricted cash of US$7,085,400 and US$2,085,400, respectively. The increase in restricted cash was primarily due to a US$5.0 million standby letter of credit issued to support our increased customs-related importer bond requirement. Management believes that cash flows from operations, together with available financing resources, are sufficient to meet our working capital requirements, capital expenditures, and contractual obligations for at least the next twelve months.

Cash Flows

The following table summarizes our cashflow for the periods indicated:

Operating Activities.    Net cash provided by operating activities was US$32,352,351 for fiscal year 2026, compared to US$6,481,430 for fiscal year 2025. The increase was primarily attributable to higher net income and favorable changes in working capital, including decreases in accounts receivable and inventories and an increase in income taxes payable.

Accounts receivable decreased primarily due to the timing of customer collections around the respective fiscal year-ends. Approximately US$7.0 million of customer receivables outstanding as of June 30, 2025 were collected on July 1, 2025. Inventories decreased by approximately US$12.5 million, primarily due to lower raw material inventory resulting from tighter management of purchasing and safety stock levels, together with lower tariff-related carrying costs for certain materials as the customer’s IAO program became effective in May 2026 and reduced the tariff costs borne by the Company. Income taxes payable increased primarily because the Company’s fiscal year 2026 current federal income tax liability exceeded available estimated tax payments and prior-year tax credits, resulting in approximately US$3.6 million of federal income taxes payable as of June 30, 2026.

These favorable working capital effects were partially offset by an increase in other receivables and decreases in accounts payable and accounts payable to related parties. Because substantially all of our revenue is derived from a single customer, operating cash flows may fluctuate from period to period depending on shipment timing, customer collection cycles, inventory procurement and safety stock requirements, production schedules, tariff-related costs, the timing of income tax payments, and settlements with affiliated and third-party suppliers.

Net cash provided by operating activities was US$6,481,430 for fiscal year 2025, compared to US$22,181,200 for fiscal year 2024. The decrease was primarily due to changes in working capital, particularly accounts receivable. During fiscal year 2024, cash collections benefited from the timing of customer receipts, including the collection of amounts that otherwise would have been collected in the following period. This timing benefit did not recur to the same extent in fiscal year 2025, resulting in a higher accounts receivable balance as of June 30, 2025 and a corresponding use of cash from operating activities. In addition, lower revenue and lower raw material purchase price levels reduced the overall level of operating activity compared to fiscal year 2024.

Because substantially all of our revenue is derived from a single customer, operating cash flows may fluctuate from period to period depending on shipment timing, customer collection cycles, inventory procurement levels, production schedules, and the timing of settlements with affiliated and third-party suppliers.

Investing Activities.    Net cash used in investing activities was US$(4,151,246) for fiscal year 2026, compared to US$(7,704,922) for fiscal year 2025. Net cash used in investing activities consisted primarily of capital expenditures for machinery, equipment and manufacturing-related improvements. The decrease in investing cash outflows was primarily attributable to lower capital expenditures following significant production capacity and automation investments made in prior periods. Capital expenditures during fiscal year 2026 primarily related to automation projects for certain assembly lines at Plant 1 and Plant 2, equipment upgrades and other manufacturing-related investments.

Net cash used in investing activities was US$(7,704,922) for fiscal year 2025, compared to US$(19,232,759) for fiscal year 2024. Net cash used in investing activities consisted primarily of capital expenditures for machinery, equipment, and facility improvements supporting our production programs. The decrease in investing cash outflows in fiscal year 2025 compared to fiscal year 2024 was primarily due to lower capital expenditures. Capital expenditures in fiscal year 2025 primarily consisted of remaining payments related to the second hot press forming production line and investments in laser line automation, which were lower in amount than the capital expenditures incurred in fiscal year 2024. Fiscal year 2024 included significant investments related to the installation of the second hot press forming production line.

Financing Activities.    Net cash provided by financing activities was US$2,855,303 for fiscal year 2026, compared to net cash used in financing activities of US$(8,530,827) for fiscal year 2025. Financing activities during fiscal year 2026 primarily reflected US$8.6 million of net proceeds from the issuance of common stock in connection with the

pre-IPO capital raise, partially offset by the repayment of the remaining equipment financing loan of approximately US$5.5 million and payments of finance lease liabilities. The remaining equipment financing loan matured and was fully repaid in August 2025.

Net cash used in financing activities was US$(8,530,827) for fiscal 2025, compared to US$(3,603,717) for fiscal 2024. Net cash used in financing activities during fiscal year 2025 primarily reflected scheduled repayments of equipment financing borrowings and payments of lease liabilities. The increase in financing cash outflows compared to fiscal year 2024 was mainly attributable to higher levels of debt amortization associated with prior-year equipment investments due to maturity of Equipment financing loan in FY2025.

Capital Expenditures

Our capital expenditures were US$4,151,246, US$7,704,922 and US$19,232,759 for the fiscal years ended June 30, 2026, 2025 and 2024, respectively. This expenditure primarily related to purchases of machinery, equipment and leasehold improvements supporting our manufacturing operations.

Capital expenditures decreased in fiscal year 2026 compared to fiscal year 2025 primarily because major investments related to the second hot press forming production line and certain laser automation projects had been substantially completed in prior periods. Capital expenditures in fiscal year 2026 primarily related to automation projects, equipment upgrades and other manufacturing-related investments.

As of June 30, 2025, our gross property, plant and equipment balance was US$88,584,504, with accumulated depreciation of US$25,690,547, resulting in a net book value of US$62,893,957. The major components of our PPE are as follows:

Depreciation expense related to property, plant and equipment for the fiscal year ended June 30, 2025 was approximately US$7,402,180, primarily reflecting recent investments in manufacturing equipment placed into service in prior periods. Depreciation expense is primarily attributable to manufacturing machinery supporting production operations.

As of June 30, 2026, our gross property, plant and equipment balance was US$92,735,750, with accumulated depreciation of US$33,719,021, resulting in a net book value of US$59,016,729. The major components of our PPE are as follows:

Depreciation expense related to property, plant and equipment for the fiscal year ended June 30, 2026 was approximately US$8,453,868, primarily reflecting manufacturing equipment placed into service in prior periods. Depreciation expense is primarily attributable to manufacturing machinery supporting production operations.

We anticipate future capital expenditures will focus on automation, capacity expansion, and maintenance to support our growth. Capital expenditure levels for automotive suppliers may vary significantly depending on program launches and equipment investment cycles.

Working Capital

Our working capital requirements are influenced by production schedules and standard payment terms with our primary customer and suppliers. We typically collect receivables from our primary customer within approximately 30 days, while payment terms for raw material suppliers generally range from 30 to 60 days and other operating vendors are typically approximately 30 days.

Because substantially all of our revenue is derived from a single customer operating under a structured production scheduling framework, changes in working capital are primarily driven by shipment timing, raw material procurement cycles, and settlement timing with affiliated and third-party suppliers rather than customer credit risk.

As a result, our working capital levels are generally aligned with customer production schedules, although working capital may fluctuate from period to period depending on the timing of customer receipts, inventory purchases, and payments to affiliated and third-party suppliers.

Inventory Management

Inventories consist of raw materials, work-in-process, and finished goods and are stated at the lower of cost or net realizable value, with cost determined using a moving average method that approximates FIFO cost flow assumption per footnote. Our inventory levels are closely aligned with customer production schedules and procurement planning.

We maintain safety stock levels of approximately four weeks for CKD raw materials sourced from affiliated overseas suppliers, approximately 10 to 12 days for domestically sourced raw materials from U.S. and Canadian suppliers, and approximately 2.5 to 3.5 days for finished goods based on customer delivery requirements. Raw material inventory levels are designed to mitigate supply chain variability associated with international logistics lead times, while finished goods inventory is maintained at minimal levels due to the just-in-time delivery requirements of our primary customer.

Because production volumes are primarily driven by customer forecasts and release schedules, our inventory levels generally remain predictable and closely correlated with customer demand.

Inventory movements are tracked through our integrated Smart Factory System and Manufacturing Execution System (MES), which provide real-time visibility into production output, material consumption, and inventory balances across manufacturing processes.

Our production process utilizes real-time tracking via our Smart Factory System, with all material movements scanned and recorded at each production stage (Hot Stamping, Laser Cutting/Welding, Assembly). Shift output, inventory produced, scrap, and downtime are recorded in real-time via the Manufacturing Execution System (MES).

Related Party Transactions

We are party to various transactions with Simwon Tech, Inc. our immediate parent company, MS Autotech Co., Ltd., our ultimate parent company, and other affiliates. A significant portion of our raw materials are purchased from Simwon Tech Co., Ltd. and Simwon North America Corp. in the ordinary course of business.

In addition, the Company historically paid technical license royalties to Simwon Tech, Inc. which are included in cost of goods sold, and trademark license royalties to MS Autotech Co., Ltd., which are included in general and administrative expenses. These royalties are calculated as a percentage of net sales. The technical license agreement with Simwon Tech, Inc. and the trademark license agreement with MS Autotech Co., Ltd. were not renewed after December 31, 2025. Accordingly, royalty expense for the fiscal year ended June 30, 2026 reflects amounts incurred through December 31, 2025.

For further information, see Note 6 to our audited financial statements included elsewhere in this prospectus.

Contractual Obligations and Commitments

Our principal contractual obligations consist primarily of operating lease commitments for our Lathrop facilities and finance lease obligations related to certain equipment, including forklifts. In addition, we maintain a short-term working capital borrowing arrangement with The Export-Import Bank of Korea, and we maintained equipment financing loans during the periods presented, which were fully repaid as of June 30, 2026.

The Company purchases raw materials from related parties in the ordinary course of business; however, these arrangements do not include fixed minimum purchase commitments. The Company did not have intercompany loan obligations as of June 30, 2026 and June 30, 2025.

As of June 30, 2026, our lease liabilities were as follows:

Right-of-use assets, net, for operating leases, excluding ARO-related lease restoration assets, as of June 30, 2026 were US$15,885,511.

As of June 30, 2025, our lease liabilities were as follows:

Right-of-use assets, net, for operating leases, excluding ARO-related lease restoration assets, as of June 30, 2025 were US$18,771,437.

Our material lease portfolio consists of four primary operating leases:

We account for leases in accordance with ASC 842 and recognize right-of-use assets and corresponding lease liabilities for leases with terms greater than twelve months. Lease liabilities are measured as the present value of future lease payments using our incremental borrowing rate at lease commencement.

Cash paid for amounts included in operating lease liabilities was approximately US$3,980,337 for the fiscal year ended June 30, 2026 and approximately US$3,867,166 for the fiscal year ended June 30, 2025.

Common Stock Valuation — Pre-IPO Capital Raise

The pre-IPO capital raise consisted of the issuance of 1,038,461 shares of common stock for aggregate cash consideration of US$9,000,000.

Because these transactions were conducted at arm’s length with unrelated, sophisticated third-party investors for cash consideration, the Company determined the fair value of the common stock issued to be equal to the cash consideration received per share, consistent with ASC 820. The Company evaluated the terms of each transaction and determined that no unstated rights, privileges, or other arrangements existed that would indicate the stated transaction price was not reflective of fair value. Accordingly, no independent retrospective valuation was performed, as the observable transaction price represents the most reliable measure of fair value under the ASC 820 hierarchy.

Based on this assessment, the Company concluded that the contemporaneous cash transaction price represented the most directly observable and reliable evidence of the fair value of the common stock at the issuance date.

Share Capitalization

Prior to the effectiveness of the registration statement of which this prospectus forms a part, we intend to complete a share capitalization pursuant to which we will issue 3,211,539 additional shares of Common Stock to all existing stockholders on a pro rata basis. Following the share capitalization, 13,250,000 shares of Common Stock will be outstanding immediately prior to this offering, compared with 10,038,461 shares outstanding as of June 30, 2026.

The share capitalization will be a non-cash distribution. No cash or other consideration will be received, and no stockholder’s relative economic ownership will change. The share capitalization is not a new priced financing, a compensatory grant, or a fair value remeasurement event.

Because the additional shares represent approximately 32% of the shares outstanding immediately before the capitalization, we will account for the transaction as a stock split-type recapitalization under ASC 505-20, Stock Dividends and Stock Splits, rather than as a small stock dividend measured at fair value. We will not recognize compensation expense or other income or expense in connection with the share capitalization. Our Common Stock has no par value, and total stockholders’ equity will be unchanged.

Once the share capitalization is completed, and if that completion occurs before the effective date of this registration statement, we will give retroactive effect to the increased share count in our historical financial statements and throughout this prospectus for all periods presented, including share and per-share amounts, earnings per share, net tangible book value per share and the related capitalization and dilution disclosures. Until the share capitalization is completed, certain prospectus tables present the capitalization on a pro forma or as-adjusted basis as described under “Capitalization” and “Dilution.”

Recently Issued Accounting Pronouncements

We have reviewed recently issued accounting standards and interpretive guidance issued by the Financial Accounting Standards Board (“FASB”). Other than the standard discussed below, we do not expect any recently issued accounting pronouncements to have a material impact on our financial statements.

Accounting Pronouncements Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance in this update is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has adopted this pronouncement for the fiscal year beginning July 1, 2024, which did not result in a material impact on its financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets by requiring an allowance to be recorded as an offset to the amortized cost of such assets.

The standard primarily impacts the measurement of expected credit losses on financial assets measured at amortized cost, including trade receivables. The Company adopted this standard, which did not result in a material impact on its financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes paid. The Company adopted this guidance during the fiscal year ended June 30, 2026. The adoption did not have a material impact on the Company’s financial position or results of operations but resulted in enhanced income tax disclosures.

Accounting Pronouncements Pending Adoption

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires public companies to disaggregate key expense categories such as inventory purchases, employee compensation, and depreciation in their financial statements. Further, in January 2025, the FASB issued ASU 2025-01, *Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date*, which clarifies the effective date of ASU 2024-03. The guidance is effective for all public entities with fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact that adoption of this provision may have on its financial statements.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business, including:

•        Foreign Currency Risk.    Our functional currency is the U.S. dollar. Substantially all of our revenues and purchases, including transactions with related parties, are denominated in U.S. dollars. As a result, we do not have significant exposure to foreign currency exchange rate risk and do not currently engage in hedging activities to manage foreign currency risk.

•        Raw Material Price Risk.    We are subject to price fluctuations for advanced high-strength steel and aluminium alloys. Increases in raw material costs could adversely affect our gross margins if we are unable to pass such increases through to our customer. Certain customer agreements include raw material price adjustment mechanisms to mitigate this exposure.

•        Interest Rate Risk.    We are exposed to interest rate risk primarily through our variable-rate short-term working capital borrowing arrangement with The Export-Import Bank of Korea and any future borrowings under our revolving line of credit. Changes in interest rates could affect our interest expense on variable-rate borrowings. In addition, we use incremental borrowing rates to measure lease liabilities under ASC 842; however, changes in market interest rates generally do not affect lease liabilities already measured at lease commencement unless a lease is modified or remeasured. As of June 30, 2026, no equipment financing loans remained outstanding.

Future Outlook and Growth Strategy

Strategic Priorities

We are actively pursuing growth opportunities aligned with industry trends:

•        Electric Vehicle Platform Expansion.    We are focused on expanding our presence within the electric vehicle segment, targeting battery enclosure and structural component applications, lightweighting solutions to extend EV range capabilities, thermal management components for battery and power electronics systems, and development of aluminium-intensive manufacturing processes suited to EV architectures.

•        Product Portfolio Enhancement.    We plan to enhance our value proposition through vertical integration into higher-level sub-assembly modules, expansion into adjacent component categories within existing customer platforms, development of proprietary manufacturing processes for next-generation materials, and increased engineering content and design collaboration with customers.

•        Operational Excellence.    We will continue to pursue automation to offset labor cost inflation and improve consistency, implement lean manufacturing principles to enhance flexibility and reduce waste, and develop closed-loop material recycling to improve sustainability and cost profiles.

Industry Outlook

The global automotive components industry is projected to grow from approximately US$2.2 trillion in 2024 to about US$2.7 trillion by 2032, representing a compound annual growth rate (CAGR) of nearly 2.4%. The structural components segment, in which we operate, represents approximately 25-30% of this market. The U.S. market specifically presents strategic advantages for specialized manufacturers like Simwon, including protected market access through USMCA rules of origin, investment incentives through federal and state programs, customer proximity reducing logistics costs, and technology collaboration opportunities with leading OEMs.

The medium to long-term outlook remains favorable, supported by accelerating EV adoption (projected to comprise 30 – 40% of global light vehicle production by 2030), increasing vehicle content growth through advanced safety and connectivity features, and a stable aftermarket supported by an aging global vehicle fleet.

Risks to Outlook

Our future performance is subject to risks and uncertainties, including:

•        Uncertainty around the pace of consumer EV adoption

•        Rapid technological disruption in battery and vehicle architecture

•        High capital intensity required to build EV capabilities

•        Customer concentration risk

•        Raw material price volatility

•        Potential changes in trade policies and tariff regimes

•        Labor relations challenges in the automotive industry

Summary of Annual Key Financial and Operational Metrics

The following table summarizes selected annual financial and operational metrics that management uses to evaluate performance for the fiscal years ended June 30, 2026, 2025 and 2024:

____________

(1)      EBITDA and EBITDA margin are non-GAAP financial measures. EBITDA is calculated as net income before income tax expense, interest expense, including accretion expense, and depreciation and amortization. EBITDA margin is calculated as EBITDA divided by revenue. See “Reconciliation of Non-GAAP Financial Measures” below for a reconciliation of EBITDA and EBITDA margin to net income and net income margin, the most directly comparable GAAP measures, and for a discussion of the usefulness and limitations of these non-GAAP financial measures.

Reconciliation of Non-GAAP Financial Measures

EBITDA and EBITDA margin are non-GAAP financial measures. EBITDA is calculated as net income before income tax expense, interest expense, including accretion expense, and depreciation and amortization. EBITDA margin is calculated as EBITDA divided by revenue.

The following table reconciles EBITDA and EBITDA margin to net income and net income margin, the most directly comparable GAAP measures, for the fiscal years ended June 30, 2026, 2025 and 2024:

Usefulness and Limitations of EBITDA and EBITDA Margin

The Company believes that EBITDA and EBITDA margin, which are non-GAAP financial measures, provide useful supplemental information to investors for the following reasons:

•        Operating Performance Assessment.    EBITDA and EBITDA margin exclude the effects of interest expense, income tax expense, and depreciation and amortization, which are influenced by the Company’s capital structure, tax position, and historical asset base. By excluding these items, EBITDA and EBITDA margin allow investors to evaluate the Company’s operating performance on a more comparable basis across periods.

•        Capital-Intensive Manufacturing Business.    As a Tier 1 automotive supplier operating a capital-intensive manufacturing business, the Company incurs significant depreciation and amortization expenses. EBITDA and EBITDA margin provide investors with supplemental information regarding the Company’s operating performance before the impact of these non-cash charges.

•        Management’s Performance Evaluation.    Management uses EBITDA and EBITDA margin as supplemental measures to evaluate operating performance, compare profitability across periods, allocate resources, and assess performance relative to internal budgets.

Limitations of EBITDA and EBITDA Margin.

EBITDA and EBITDA margin are not measures of financial performance under GAAP and should not be considered as alternatives to net income, net income margin, operating income, or any other measure of financial performance calculated in accordance with GAAP.

EBITDA and EBITDA margin have limitations as analytical tools, including that they do not reflect interest expense, income tax expense, capital expenditures, working capital requirements, or the cost of replacing or maintaining long-lived assets. In addition, other companies may calculate EBITDA and EBITDA margin differently, which may limit their usefulness as comparative measures. Investors should review EBITDA and EBITDA margin together with the reconciliation provided above and the Company’s GAAP financial measures.

Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (ICFR) as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Our internal control framework is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

INDUSTRY OVERVIEW

INTRODUCTION AND SCOPE

This industry overview provides a detailed analysis of the macroeconomic, industrial, and competitive environment relevant to Tier 1 automotive systems suppliers operating within the global automotive supply chain. The analysis is based on data from recognized industry sources, including S&P Global Mobility, BloombergNEF, McKinsey & Company, and other authoritative market research publications. This overview is intended to provide management and stakeholders with material context concerning the markets in which such suppliers operate, the key drivers of demand for integrated systems and major assemblies, and the competitive landscape they face, with particular emphasis on the ongoing transformation driven by vehicle electrification, supply chain regionalization, and evolving material requirements.

I.       Global and US Automotive Components Manufacturing Sector

The global automotive components manufacturing industry is a critical sector within the automotive ecosystem, encompassing the production of parts essential for vehicle assembly. This sector features a multinational competitive landscape with leading corporations such as Bosch (Germany), DENSO (Japan), Magna (Canada), and U.S.-based firms like BorgWarner and Lear. These companies operate within a multi-tiered global supply chain supporting both original equipment manufacturers (OEMs) and the aftermarket.

1.      Market Size and Growth Dynamics

The global market represented aggregate revenues exceeding US$1.8 trillion in 2023. Projected growth from approximately US$2.2 trillion in 2024 to US$2.7 trillion by 2032 reflects a compound annual growth rate (CAGR) of 2.4%, driven by emerging market expansion. The United States is one of the world’s largest national markets, comprising roughly 5,000 companies with combined annual revenues near US$300 billion. This domestic industry serves a significant North American vehicle production base and a deep aftermarket, adapting to technological shifts toward electrification and connectivity.

2.      Production and Demand Drivers

•        Vehicle Manufacturing Base:    The U.S. maintains a substantial production base, with 2024 output estimated between 10.8 and 11.2 million units. A defining trend is the accelerating adoption of electrified vehicles. U.S. electric vehicle (EV) production is projected to reach 1.1 to 1.3 million units in 2024 (10-12% of output), fundamentally reshaping component demand away from internal combustion engine (ICE) parts toward battery systems and power electronics.

•        Aftermarket Demand:    The automotive aftermarket is a resilient demand pillar, supported by an aging vehicle fleet (average age 12.5 years) and high annual miles driven. This replacement parts market is valued at an estimated US$78 to US$82 billion in 2024, offering a more defensive revenue stream compared to the cyclical new vehicle market.

3.      Industry Segmentation and Value Chain Structure

The industry operates through a well-established tiered supply chain:

•        Tier 1 Suppliers:    Engage directly with OEMs, providing complete systems (e.g., Bosch, Magna).

•        Tier 2 Suppliers:    Manufacture specific components or sub-assemblies for Tier 1 suppliers, often specializing in particular processes (typical revenues: US$200M - US$2B).

•        Tier 3 Suppliers:    Provide basic materials and standard parts; this is the most fragmented segment.

Global Automotive Components Market Segmentation (2024)

Source: S&P Global Mobility, Q3 2024 Global Automotive Components Market Update, HIS Markit, Global Automotive Production & Components Quarterly Q3 2024

____________

*        Market Sizing uses production-weighted average component values across 25 major markets. Data adjusted for inflation and currency conversion based on average 2024 exchange rates.

Global Automotive Components Market Size and Growth (2024)

Source: S&P Global Mobility, Q3 2024 Global Automotive Components Market Update, HIS Markit, Global Automotive Production & Components Quarterly Q3 2024

____________

*        Market Sizing uses production-weighted average component values across 25 major markets. Data adjusted for inflation and currency conversion based on average 2024 exchange rates.

4.      Key Industry Trends and Technological Developments

The industry is being reshaped by several transformative megatrends:

•        Electrification:    This is the dominant trend, shifting demand from ICE components to battery systems, power electronics, and electric motors. For Tier 1 suppliers, BEV content per vehicle is estimated to be 30-50% higher than for ICE vehicles, offering a significant opportunity to increase average revenue per unit.

•        ADAS and Autonomy:    The proliferation of Advanced Driver Assistance Systems is generating robust demand for sensors, cameras, and electronic control units, a segment projected to grow at a CAGR exceeding 15% through 2030. Tier 1 suppliers are increasingly positioned as system integrators for these complex electronic architectures.

•        Lightweighting:    Stricter fuel economy standards are accelerating the adoption of advanced high-strength steels, aluminum alloys, and composites. Tier 1 suppliers are driving innovation in mixed-material joining and multi-material system design.

•        Supply Chain Regionalization:    In response to geopolitical shifts and incentives like the Inflation Reduction Act (IRA), the industry is reshoring. Over US$128 billion in EV battery manufacturing investments have been announced, with supplier parks forming around new EV “megasites” in the U.S. South and Midwest. Tier 1 suppliers are leading this localization effort, establishing large-scale facilities adjacent to OEM assembly plants.

5.      Impact of the Electric Vehicle Transition

The EV transition is fundamentally realigning demand. Growth is concentrated in battery systems, power electronics, and electric motors. Conversely, suppliers focused on ICE components face structural decline. Tier 1 suppliers are aggressively pivoting their product portfolios, with leading firms targeting 40-50% of revenue from electrification-related products by 2030. Other categories like braking and suspension require redesign for EV architectures, creating innovation opportunities. This transformation is reshaping North American manufacturing geography, creating a «Battery Belt» across states like Georgia, Michigan, Tennessee, and Kentucky, while traditional automotive centers like Michigan and Ohio continue to excel in body and chassis manufacturing.

Electric Vehicle Adoption Forecast (2020-2030)

Sources: Historical Data (2020-2024): International Energy Agency (IEA), “Global EV Outlook 2024 — Mid-Year Update,” September 2024, Page 9; Projections (2024-2030): BloombergNEF, “Electric Vehicle Outlook Q4 2024,” November 2024, Revised Base Case; Production Data: LMC Automotive, “Global Light Vehicle Production Forecast,” October 2024, EV-specific projections

6.      Competitive Landscape

The competitive landscape is transforming, with technology content capturing greater vehicle value. Demand is driven by new vehicle sales (sensitive to interest rates) and a robust aftermarket. The U.S. market is concentrated, with the 50 largest firms generating over half of industry revenue. Tier 1 suppliers pursue divergent strategies: some leverage scale as diversified global systems integrators, while others pursue focused specialization in high-growth domains such as electrification or ADAS. Competition hinges on systems integration capability, technology leadership, program management excellence, cost efficiency, and delivery reliability. Substantial barriers to entry include significant capital requirements, long-standing OEM relationships, stringent IATF 16949 certification, and extended qualification cycles that can span 2-3 years from initial nomination to production launch.

7.      Regulatory Environment

Manufacturers operate within a complex regulatory framework:

•        CAFE Standards:    Targeting 49 mpg for the 2026 model year.

•        Inflation Reduction Act (IRA):    Establishes critical mineral and battery component sourcing requirements for EV tax credits, accelerating North American localization.

•        USMCA Rules of Origin:    Mandating 75% regional value content for automotive goods.

•        Safety & Quality:    Compliance with NHTSA safety standards and IATF 16949 quality management systems is mandatory.

•        CHIPS and Science Act:    Supports domestic semiconductor manufacturing critical for automotive electronics.

These policies directly influence component demand, favoring suppliers that can localize production and comply with domestic content requirements. For Tier 1 suppliers, compliance with these regulations is a critical competitive differentiator, as OEMs increasingly require full supply chain traceability and localization documentation.

8.      Cyclicality and Financial Characteristics

The industry is cyclical, correlated with economic conditions. However, the aftermarket segment offers a more defensive profile. Representative financial metrics for publicly traded suppliers are as follows:

Tier 1 Supplier Financial Benchmarks

____________

*Note:     Tier 1 averages reflect higher R&D intensity due to systems integration responsibilities and greater scale efficiencies in inventory management.*

9.      Raw Materials and Supply Chain Considerations

Automotive manufacturing utilizes steel, aluminium, copper, and plastics. Price volatility is managed via hedging and adjustment mechanisms. The semiconductor shortage of 2021-2023 highlighted supply chain vulnerabilities, leading to increased inventory buffers and supplier diversification. Tier 1 suppliers have since assumed greater responsibility for sub-tier supply chain visibility, often mandating digital tracking and dual sourcing strategies from their Tier 2 and Tier 3 partners.

10.    Sustainability and Circular Economy Initiatives

Manufacturers face pressure to advance sustainability. Key initiatives include expanding closed-loop recycling systems for aluminium and steel, prioritizing lightweighting to reduce emissions, and investing in renewable energy at manufacturing facilities. Leading Tier 1 suppliers are establishing net-zero manufacturing roadmaps and requiring Tier 2 partners to report carbon emissions, extending sustainability requirements throughout the supply chain. These efforts are becoming integral to competitive strategy and operational resilience.

11.    Industry Outlook, Risks and Opportunities

•        Growth Outlook:    The market is forecast to grow at a 3.8-4.5% CAGR (2024-2027), with the EV components subsegment expanding at an 18-22% CAGR. The aftermarket is expected to see steady 2.5-3.5% annual growth. For Tier 1 suppliers, electrification-related revenues are expected to grow at 20-25% CAGR through 2030, outpacing broader market averages.

•        Risk Factors:    Key risks include cyclicality (beta 1.4-1.8), high customer concentration, labor relations challenges, and uncertainty around EV adoption rates. Tier 1 suppliers face additional risks related to platform consolidation, where the loss of a single major vehicle program can materially impact revenue.

•        Opportunities:    Near-term opportunities include securing systems integration roles on next-generation EV platforms, localizing EV component production (battery systems, power electronics, electric drive units), and supplying integrated hardware-software solutions for software-defined vehicles.

Battery Enclosure Market: Size and Growth Rate (2021-2030)

Sources: Historical Data (2021-2024): Markets and Markets, “Electric Vehicle Battery Housing Market — Global Forecast to 2028,” Report AT 7473, December 2023; “Electric Vehicle Battery Housing Market Update Q4 2024”, November 2024, Mid-year revision; Projections (2024-2030): Goldman Sachs Research, “Auto Revolution: Battery & Materials,” March 2024, Base Case Model; Supporting Data: International Council on Clean Transportation (ICCT) EV battery production forecasts.

Battery Enclosure Market: Cumulative Production (2021-2030)

Sources: Cumulative Production: BNEF EV database, updated October 2024

Industry Position and Strategic Implications for Tier 1 Systems Suppliers

1.      Relevance to Tier 1 Automotive Systems Suppliers

This analysis establishes the context for Tier 1 suppliers that deliver integrated systems such as complete thermal management modules, electric drive units, battery systems, and chassis assemblies. These firms operate at the highest level of the supply chain, with direct OEM interfaces, platform-level program responsibilities, and significant engineering resources dedicated to co-development with customers.

2.      Strategic Positioning in the Electric Vehicle Transition

The electrification shift presents both challenges and opportunities for Tier 1 systems suppliers:

•        Challenges:

•        Portfolio Transformation:    Legacy ICE-focused product lines require significant restructuring or divestiture.

•        Margin Compression:    Early-stage EV programs often carry lower margins than mature ICE businesses due to upfront investment and scale ramp-up.

•        New Entrants:    EV-focused suppliers and vertically integrated OEMs (e.g., Tesla, BYD) are challenging traditional Tier 1 business models.

•        Opportunities:

•        Increased System Content:    EV architectures require entirely new systems — battery management, thermal management, power electronics — that Tier 1 suppliers are uniquely positioned to integrate.

•        Platform Consolidation:    OEMs are reducing complexity by awarding larger, full-system contracts to fewer Tier 1 partners, benefiting suppliers with broad capabilities.

•        Software-Defined Vehicles:    Tier 1 suppliers with strong software and electronics capabilities can capture recurring revenue through over-the-air updates and feature subscriptions.

Critical Strategic Imperatives for Tier 1 Suppliers:

•        Electrification Portfolio Management:    Aggressively rebalance product portfolios toward battery systems, power electronics, e-drives, and thermal management while managing decline of legacy ICE businesses.

•        Software and Electronics Capabilities:    Invest in in-house software development to capture value from software-defined vehicle architectures and secure recurring revenue streams.

•        Global Footprint Optimization:    Align manufacturing footprint with regionalization trends, establishing capacity in North America›s emerging «Battery Belt» while maintaining flexibility for global platform programs.

•        Supply Chain Resilience:    Build robust sub-tier visibility and dual sourcing strategies to mitigate semiconductor and other critical component risks.

Financial and Operational Benchmarks for Tier 1 Suppliers

Automotive Supplier Financial Profile Comparison

Sources: Margin Data: S&P Capital IQ, screening of 220+ automotive suppliers through Q3 2024 earnings; Trend Analysis: Goldman Sachs Equity Research, “Auto Parts & Equipment: Q3 2024 Margin Tracker,” October 2024; Driver Commentary: Supplier earnings call analysis from Bloomberg, October-November 2024.

II.     Conclusion and Strategic Implications

The global automotive components industry is undergoing a profound transformation. For Tier 1 systems suppliers, the current environment presents a complex landscape of compelling opportunities and substantial challenges. The U.S. market is experiencing its most significant reconfiguration in decades, requiring firms to strategically balance participation in the high-growth EV segment while managing the gradual decline of legacy ICE programs.

Successful navigation will require disciplined execution across four dimensions:

1.      Strategic Capital Allocation:    Deploying capital toward electrification and software capabilities while rationalizing legacy ICE investments.

2.      Operational Excellence:    Maintaining cost competitiveness through automation, lean principles, and global footprint optimization.

3.      Proactive Customer Management:    Securing roles in next-generation vehicle programs with both established OEMs and EV entrants as preferred systems integrators.

4.      Technological Adaptability:    Evolving systems architecture and software capabilities for new vehicle platforms and electrical architectures.

Companies that effectively execute these imperatives while maintaining financial discipline are positioned to capture disproportionate value during this period of industry transition. Conversely, manufacturers that fail to adapt face increasing margin compression and potential obsolescence risks. Nonetheless, the industry’s fundamental demand drivers — global mobility needs and advancing safety requirements — remain intact, ensuring continued long-term relevance for component manufacturers that successfully evolve with the changing automotive landscape.

SUMMARY AND INDUSTRY OUTLOOK

The global automotive components industry is undergoing a period of profound transformation, driven by the accelerating transition to electric vehicles, the regionalization of supply chains, and evolving material and technological requirements. For Tier 1 systems suppliers operating within the global automotive supply chain, the current environment presents a complex landscape of both significant opportunities and substantial challenges.

The U.S. market remains one of the largest and most dynamic automotive manufacturing bases globally, supported by robust vehicle production, a resilient aftermarket, and substantial policy incentives under the Inflation Reduction Act and USMCA. Within this context, Tier 1 suppliers are positioned to benefit from increased systems content per vehicle in EV architectures, particularly in high-growth areas such as battery management systems, power electronics, thermal management modules, and integrated e-drive systems.

While the industry faces material risks — including cyclical demand, platform concentration, raw material cost volatility, and intense competitive pressures — its long-term growth prospects remain fundamentally positive. Success for participants in this segment will depend on disciplined capital allocation toward electrification and software capabilities, operational excellence through automation and lean manufacturing, proactive customer engagement with both established OEMs and new EV entrants, and technological adaptability in systems architecture and software development.

Tier 1 suppliers that effectively execute these strategic imperatives while maintaining financial discipline are well-positioned to capture disproportionate value during this period of industry transition. Conversely, those that fail to adapt face increasing margin compression and potential obsolescence risks. Nonetheless, the industry›s fundamental demand drivers — global mobility needs, advancing safety and efficiency requirements, and the continued evolution of vehicle architectures — remain intact, ensuring continued long-term relevance for systems suppliers that successfully evolve with the changing automotive landscape.

BUSINESS

Our Mission

We are committed to advancing innovative automotive solutions through our advanced manufacturing capabilities and engineering expertise. We develop and manufacture critical structural components designed to enhance vehicle safety, durability and performance. Leveraging our technical know-how and operational capabilities, we seek to expand our customer base, strengthen long-term relationships with leading automotive manufacturers and increase our global market presence. Our long-term strategic objective is to become a leading global automotive parts supplier and, over time, position ourselves among the top-tier automotive component manufacturers worldwide.

Company Overview

Who We Are

We are a specialized automotive supplier dedicated to engineering the structural backbone of the electric vehicle market. Serving as a strategic partner to Tesla’s manufacturing hubs in Fremont and Austin, United States, we focus on the production of critical BIW components. Our operations integrate advanced welding automation with high-strength structural manufacturing technologies, allowing us to deliver the essential safety and integrity required for modern electric vehicles.

Since our inception in 2016, we have scaled our operations significantly to meet the mass-production demands of our major customer, Tesla. As of the date of this prospectus, we are powered by a dedicated workforce of approximately 256 staffing workers and 54 employees and have established a robust annual production capacity of 600,000 car sets. This production capacity positions us as a vital high-volume link in the global Electric Vehicle (the “EV”) supply chain.

Our core competency lies in the precise and efficient manufacturing of complex automotive body structures and chassis components. With a strategic manufacturing footprint across the United States, including established facilities in California, Texas (operated by a subcontractor which is our related party), and planned expansions on the East Coast, we are uniquely positioned to support the growing demand for localized automotive production and to mitigate supply chain uncertainties. Our integrated approach leverages advanced automation, including sophisticated welding and assembly technologies, and a substantial fleet of robots to ensure high-volume, high-quality production. This technical prowess, coupled with a diverse product portfolio catering to varied customer requirements, forms the bedrock of our competitive advantage.

Our Products and Technology

We strategically align our engineering capabilities with the world’s leading electric vehicle manufacturer, Tesla. We currently engineer and manufacture a comprehensive portfolio of 77 distinct structural solutions that support our customer’s entire passenger vehicle lineup: the Model 3, Model Y, Model S, and Model X. A cornerstone of our current operations is our deep integration into the new “Model 3 Highland” program, for which we supply 47 mission-critical components, ranging from complex side-body assemblies to essential internal reinforcements.

We differentiate ourselves through a proprietary manufacturing platform that transcends standard metal stamping. We leverage a suite of leading, hard-to-replicate technologies to solve the dual challenges of EV safety and range efficiency:

•        Hot Press Forming (HPF):    We utilize this advanced thermal process to manufacture the vehicle’s “safety cage”.

•        Cold Stamping:    This high-efficiency forming process shapes high-strength metal sheets at room temperature into complex structural and exterior components, delivering consistent precision, strong production scalability, and cost-effective mass manufacturing for vehicle body parts.

•        5-Axis Laser Cutting:    This technology enables us to execute intricate trims and hole patterns with micrometer-level precision, ensuring perfect dimensional accuracy for final assembly.

•        Aluminum spot welding:    This distinct capability allows us to manufacture lightweight, hybrid-material structures (steel-to-aluminum), a critical requirement for reducing vehicle weight and maximizing the driving range of modern electric vehicles.

Our Manufacturing Facilities

We operate an approximately 565,230-square-foot manufacturing campus in Lathrop, California, United States, strategically located just miles from our major customer’s assembly hub. This integrated cluster comprises two production facilities (Buildings #1 & #2) for heavy fabrication and assembly, supported by a dedicated logistics center (Building #3) that ensures seamless Just-In-Time (JIT) delivery.

Our Competitive Strengths

Our competitive advantages are deeply rooted in our advanced manufacturing capabilities, strategic market positioning, and robust operational framework. These strengths enable us to deliver superior value to our customers and maintain a leading position in the automotive parts manufacturing sector. We believe the following strengths differentiate us in the market and serve as the foundation for our continued success:

We differentiate ourselves through a high-capacity, automated manufacturing platform that integrates advanced welding, assembly, and proprietary forming technologies.

We possess a significant competitive edge through our mastery of advanced welding and assembly automation technologies. This is complemented by a substantial investment in cutting-edge production equipment and a robust, scalable manufacturing capacity. Our production capability is secured by a massive fleet of 166 specialized robots and state-of-the-art industrial equipment. This highly automated infrastructure does more than just ensure precision; it provides us with sufficient capacity to meet the rigorous high-volume demands of top-tier EV manufacturers. We leverage this automation to execute complex welding and assembly processes with exceptional speed and consistency. By combining our Hot Press Forming technology which creates ultra-strong “safety cage” components with specialized aluminum welding for lightweighting, we deliver superior body structures at mass-production scale. This combination of advanced machinery, robust capacity, and technical expertise positions us as a reliable, scalable partner for the modern electric vehicle industry. To manage these processes, our company operates an integrated ERP system for real-time monitoring of production, inventory, and process status. This system supports stable capacity management even during volume surges.

We execute lean operations and synchronized logistics, benefiting from our strategic proximity to our major customer.

Our operational campus in Lathrop, California, United States gives us a significant logistical advantage. Located just miles from our major customer’s main assembly hub in Fremont, we are perfectly positioned to execute Just-In-Time delivery, meaning we supply parts exactly when the assembly line needs them. Furthermore, we operate a “raw-to-ready” manufacturing model. Instead of moving parts between different factories for different steps, we handle everything, from processing raw materials to final sub-assembly, within our integrated campus. This lean approach minimizes shipping costs, reduces wasted time, and allows us to react instantly to our customer’s production schedules.

We provide comprehensive engineering support across multi-model EV manufacturers, offering both deep integration and product versatility.

Our ability to offer a diversified range of products is a key differentiator. We produce critical components for automotive bodies and chassis, including structural elements and underbody parts, catering to a wide spectrum of customer needs and vehicle models. We are not limited to a single vehicle model, instead, we currently support our major customer’s entire passenger vehicle lineup. We currently manufacture 77 distinct products for the Tesla Models. Our engineering adaptability is proven by our successful and rapid transition to the new “Model 3 Highland”, which now accounts for the majority of our production. Crucially, our manufacturing infrastructure provides a significant product diversification advantage. Because our press lines utilize interchangeable steel molds, we have the technical flexibility to rapidly switch production specifications. This allows us to not only produce customized parts for our current customers but also to easily adapt our lines to meet the diverse design requirements of other potential Original Equipment Manufacturers (the “OEMs”). With a total annual capacity of 600,000 car sets, we have the scale and technical flexibility to support our customer’s growth and new product launches for years to come. This product diversification allows us to adapt quickly to the evolving requirements of different automotive manufacturers, including both established players and emerging EV companies. Our ability to serve multiple vehicle platforms and customer segments mitigates risk and opens up broader market opportunities.

We are led by a visionary management team with deep technical expertise and a proven track record of operational execution.

Our strong management team provides strategic leadership and ensures the diligent implementation of our growth strategies. A cornerstone of our operational strength lies in our comprehensive internal control systems, which meticulously govern critical areas such as safety, quality control, and on-time delivery. These systems are rigorously applied across all our manufacturing facilities. Our senior management team possesses over 20 years of specialized know-how in HPF and automotive body manufacturing. This deep industry experience allowed us to demonstrate strategic foresight by actively establishing our manufacturing footprint in California early on, positioning us as a first-mover in the region’s high-growth electric vehicle ecosystem. Furthermore, our leadership is committed to operational excellence, evidenced by the successful implementation of our “Smart Factory” ERP system. This data-driven management approach optimizes our internal flow and inventory control, ensuring high production efficiency. We believe this combination of technical depth, strategic vision, and operational discipline positions us to effectively scale our business and drive long-term value.

We benefit from strong engineering capabilities and a dedicated production technology team.

Our dedicated Research and Development team is comprised of highly skilled engineers and material scientists who are constantly exploring new technologies, optimizing existing processes, and developing innovative solutions. This team is instrumental in driving our technological advancements, improving product performance, and ensuring that we remain at the forefront of manufacturing innovation. Their focus on advanced materials, automation, and process refinement is crucial for maintaining our competitive edge. Our engineers are responsible for refining manufacturing processes, improving line efficiency, and ensuring the seamless integration of new vehicle programs, such as the recent “Model 3 Highland”. We believe this collaborative framework combining global R&D expertise with local engineering execution allows us to maintain high quality standards while rapidly adapting to our customer’s evolving technical needs.

We capitalize on our strategic U.S. manufacturing footprint and first-mover advantage.

We have established a robust, localized manufacturing network across multiple U.S. regions, positioning us to capitalize on the strengthening of domestic manufacturing policies. By making early, significant investments in capital-intensive body structure facilities — which typically require extended lead times to build — we have secured a structural cost advantage over competitors who face high barriers to entry. This proactive localization allows us to mitigate tariff volatility and supply chain uncertainties, enabling us to offer competitive pricing and a stable supply framework. We believe this established infrastructure significantly enhances our ability to secure additional mass-production programs and long-term partnerships with a broad range of global OEMs.

Our Growth Strategy

We are committed to a phased expansion approach, a strong focus on technological advancement, and the continuous improvement of our operational and management capabilities. We intend to pursue the following strategies to grow our business and increase stockholder value:

Sales Channel Expansion: Expand manufacturing footprint to support strategic accounts.

To broaden our customer base and penetrate new markets, we are actively pursuing the expansion of our sales channels. This involves strengthening our sales force to build and nurture relationships with new and existing clients. Concurrently, we will explore strategic partnerships that can extend our reach into new geographical regions and customer segments. Our focus will be on identifying and pursuing mass production programs with a diverse range of automotive manufacturers, leveraging our established reputation for quality, reliability, and cost-effectiveness.

We plan to transform from a regional manufacturer into a nationwide Top-Tier supplier by executing a phased expansion strategy across North America. Building on our established foundation in the west coast (Lathrop, CA) and central U.S. (Texas), we have confirmed plans to establish a new east coast U.S. subsidiary by the end of 2026. This strategic roadmap is specifically designed to position our manufacturing capabilities in close proximity to major automotive hubs to support the commencement of parts supply to strategic customers. By aligning our new capacity with these legacy OEMs, we aim to aggressively diversify our customer portfolio beyond our current key partner.

Furthermore, we continue to monitor the broader automotive landscape to evaluate potential market-driven expansion opportunities into Canada and Mexico, ensuring sustainable long-term growth. This multi-pronged approach to sales channel expansion aims to broaden our customer portfolio, diversify our revenue streams, and capitalize on emerging opportunities within the North American and global automotive sectors.

Our sales and marketing strategy prioritizes quality control and strict adherence to delivery schedules, as quality is directly linked to vehicle safety. To address rapidly growing demand, we have made proactive and bold investments, contributing to our substantial growth alongside our major customer. Consequently, our company has solidified its position as a long-term strategic partner. While the long-life cycles of automotive models generally favor verified suppliers, we maintain our competitive edge through regular, direct communication to incorporate the “Voice of Customer” into our operations. Internally, we focus on rigorous cost management and active investment in capacity for new vehicle orders. Furthermore, based on our unrivaled technology and reliability in the Hot Press Forming (HPF) sector in the U.S., we are actively participating in upcoming model developments and expanding our network to identify new customers. Post-listing, we plan to further scale our company’s potential through collaborations with strategic partners and investors.

With full-scale robotaxi production anticipated to commence in 2026, we expect a significant increase in demand for our hot stamped body components. We believe this ramp up has the potential to meaningfully accelerate our growth, building on our established supply record across existing electric vehicle platforms. We are positioning ourselves to benefit from an additional growth driver through both robotaxi programs and Tesla’s next generation vehicle platforms. We intend to support this expansion through disciplined cost management, operational efficiency improvements, and continued enhancement of the value we deliver in each vehicle component we supply.

Enhancing Management Capabilities: Optimize operational efficiency and drive margin expansion.

We plan to enhance our profitability by executing a strategic automation upgrade across our manufacturing footprint. We have defined a specific roadmap for early 2026 to upgrade our core assembly hub, Building #1, into a more advanced “Smart Factory”. Our upcoming projects include bringing in automated material handling to reduce logistics expenses, upgrading robot software for quicker production cycles, and setting up inline quality inspections to cut down on defects rates. These targeted investments are meant to bring down our manufacturing cost per unit and steadily improve our gross margins.

Our growth strategy also involves the continuous strengthening of our management capabilities. This includes the ongoing optimization of our leadership team through regular training, professional development, and the strategic recruitment of top-tier talent. We are committed to fostering a culture of continuous learning and innovation within our management ranks. Furthermore, we are increasing our investment in technical personnel, ensuring that our engineering and operational teams are equipped with the skills and knowledge necessary to drive innovation and operational excellence. This also extends to the refinement of our internal control systems, encompassing safety, quality, and delivery performance, and the continuous improvement of our Enterprise Resource Planning (ERP) systems to ensure seamless integration and efficient management of all business operations. Building on the robust internal accounting control system of our Korean parent company, our company is establishing an internal control framework that meets U.S. public company standards. We maintain clear segregation of duties across major processes including finance, procurement, production, and HR. All major decisions regarding cost management and capital expenditure undergo a multi-stage review and approval process through our ERP-based data management to ensure consistency and integrity.

Technological Advancement Initiatives: Increase content per vehicle through integrated sub-assembly.

We remain committed to investing in and developing cutting-edge manufacturing technologies. This includes the ongoing enhancement of our advanced welding and assembly automation capabilities, the integration of new robotic technologies, and the exploration of novel material processing techniques. Our research and development efforts are focused on improving precision, increasing throughput, reducing cycle times, and developing new product applications that can further expand our addressable market and differentiate us from competitors. This also encompasses the continuous refinement of our quality control systems to ensure that every component meets the highest standards of accuracy and reliability.

We plan to capture greater value from each vehicle produced by evolving from a component manufacturer into a comprehensive system solution provider. By using the vertical integration of Building #2 which combines Hot Press Forming, Laser Cutting, and robotic welding under one roof, we will focus on delivering complex, ready-to-install, sub-assemblies, rather than discrete individual components. This strategic shift lets us raise the value of what we provide for each vehicle, thereby driving revenue growth and strengthens our position within the customer’s supply chain.

Our R&D efforts are strategically aligned with industry trends, particularly the evolving demands of the electric vehicle sector, ensuring our technological capabilities remain relevant and competitive. Our R&D team is systematically transitioning from relying on our Korean headquarters to building robust local engineering and R&D functions within the U.S. Currently, we independently manage most processes in the U.S. — including customer acquisition, technical process review, mold development coordination, and mass production preparation — and are nearing full self-sufficiency. While mold design is currently supported by the headquarters for strategic cost-efficiency, we plan to complete our internal R&D infrastructure by 2027 to independently perform all functions, including mold design and engineering operations. We are also evaluating the establishment of new R&D facilities in the U.S. and will ensure stable technology internalization through technical support agreements with the headquarters until full independence is achieved. For recent projects with new customers, the U.S. local team is already playing a leading role in the foundational research and engineering phases.

Optimizing Services for Tesla: Secure contracts for next-generation vehicle architectures.

We are dedicated to continuously optimizing the services we provide to Tesla, our foundational customer. This involves not only meeting their evolving global expansion needs with robust support but also relentlessly pursuing cost reductions and efficiency gains throughout our production processes. Our objective is to significantly enhance the value we deliver for each vehicle manufactured by Tesla, further solidifying our strategic partnership and ensuring we remain an indispensable supplier. This includes adapting to their production ramp-ups, quality requirements, and innovative manufacturing philosophies.

Building on our successful rapid transition to the “Model 3 Highland” (which now accounts for approximately 61% of our total product portfolio), we intend to actively bid for upcoming vehicle programs. Our revenue and operations are dependent on the production volumes, platform mix and purchasing decisions of our customer, and may fluctuate accordingly. We generated revenue of approximately US$323,854,938 and US$373,257,752 for the fiscal years ended June 30, 2026 and 2025, respectively. Revenue attributable to Model 3 Highland and Model Y combined accounted for approximately 98.5% and 98.8%, respectively, of our total revenue for the same periods. Our proven ability to adjust production setups rapidly and meet new engineering standards makes us a strong contender for future model updates, such as the Model Y, and for entirely new vehicle platforms. We intend to use this experience to secure long-term contracts and ensure a steady flow of future business.

While we continue to maintain a strong relationship with our major customer, we believe our proprietary technologies provide opportunities to expand our customer base. As OEMs increasingly pursue vehicle electrification strategies, we believe they value our expertise in hot press forming (“HPF”), tailor welded blanks (“TWB”), and aluminum joining technologies. We intend to leverage these technical capabilities to pursue additional business opportunities with electric vehicle (“EV”) manufacturers and established automotive OEMs in North America, with the objective of increasing our market presence and customer diversification.

Our Core Manufacturing Technologies Supporting Our Products

(1)    Hot Press Forming (HPF) Technology

Core Competency

Our manufacturing leadership is anchored by our proprietary Hot Press Forming technology. This technology serves as a strategic barrier to entry, enabling us to mass-produce complex, ultra-high strength structural components that are essential for the safety ratings and range efficiency of modern electric vehicles.

What is HPF

HPF is an advanced thermal manufacturing process designed to transform steel into a vehicle’s “safety cage.” Unlike traditional stamping, HPF involves heating boron steel to extreme temperatures (over 900°C) before stamping and rapidly cooling it within the die. This process creates components with ultra-high tensile strength (often exceeding 1,500 MPa), providing superior crash protection without the added weight of thicker steel. We utilize this technology to produce “one-piece” structures, most notably our Model Y Door Rings. By combining HPF with TWB, we can engineer a single part with variable strength zones — rigid where protection is needed, and lighter where possible — replacing multiple welded parts with one unified assembly.

HPF Manufacture Process

Our Hot Press Forming process executes a precise, three-step cycle that transforms standard steel into ultra-high-strength safety components:

•        Step 1: Heating

We begin by heating a specialized steel blank (typically boron steel) to extreme temperatures of approximately 900°C to 950°C. This intense heat makes the metal highly malleable, allowing it to be shaped into complex geometries without breaking.

•        Step 2: Forming & Quenching

The hot, pliable steel is rapidly transferred to a high-pressure press. Here, it is stamped into its final shape while simultaneously being cooled (quenched) within the die. This “press-hardening” technique ensures the part holds its precise shape.

•        Step 3: Hardening (microstructure transformation)

The rapid cooling instantly triggers a metallurgical transformation, turning the steel’s internal structure into Martensite. This phase change locks in exceptional hardness, creating a component with superior energy absorption capabilities which is vital for protecting the passenger cabin and battery pack during a crash.

The resulting material achieves extreme tensile strength (ranging from 1,500 to 2,000 MPa), a level of durability and dimensional stability that traditional cold stamping cannot match. By mastering this process, we deliver components that solve the EV industry’s dual challenge: maximizing vehicle safety while keeping weight low for better energy efficiency.

Strategic Value

The properties achieved through HPF directly address the three central challenges of modern EV manufacturing: range, efficiency, and cost.

•        Lightweighting & Range extension

HPF allows automakers to use significantly thinner steel sheets without compromising safety. This weight reduction is critical for offsetting the heavy mass of EV battery packs, directly contributing to improved energy efficiency and maximizing driving range.

•        Component integration

The HPF process enables the creation of complex, unified structures that would be impossible with cold stamping. A prime example is our Door Ring, which replaces 10 – 15 individual traditional parts into a single component. This consolidation simplifies the customer’s assembly process, reduces welding points, and provides superior structural rigidity.

•        Cost-effective performance

Compared to alternative lightweight materials like aluminum or carbon fiber, HPF steel offers a superior balance of strength and cost. It provides the high-performance properties required for premium EVs but at a price point that supports mass-market scalability, making it the preferred material for high-volume vehicle platforms.

(2)    Cold Stamping (COLD) Technology

Core Competency

While HPF provides the safety shield, our Cold Stamping capabilities act as the structural backbone of our products. We use a “hybrid approach” that combines super-strong safety parts (HPF) with standard structural foundation parts (Cold Stamping) for every vehicle model. This combination allows us to build a complete vehicle skeleton that is strong, accurate, and cost-effective.

What is Cold Stamping?

Cold Stamping is the standard method of shaping steel at room temperature using large, powerful presses. Unlike HPF, which requires extreme heat, this process uses pure physical force to shape steel sheets without heating them up. It is perfect for making parts that need smooth surfaces and precise shapes. We use this technique for components that need to be flexible or have complex curves, such as the large Rear Suspension Support and intricate connection brackets seen in our Model S and Model X supply.

COLD Manufacture Process

Unlike the complex thermal cycle of HPF, our COLD process is designed for speed and efficiency. It follows a streamlined three-step workflow that transforms standard steel sheets into finished, ready-to-install assemblies:

•        Step 1: Room temperature forming

The process begins by feeding steel blanks into high-tonnage mechanical presses at room temperature. Without the need for heating, the press uses pure physical force to stamp the steel into its final shape. This method is ideal for creating large components with smooth surfaces, such as wheel houses and floor panels.

•        Step 2: Mechanical trimming & piercing

Immediately after shaping, the component undergoes trimming (cutting off excess metal) and piercing (punching holes for screws or bolts). Unlike HPF parts which are too hard and require Laser Cutting, cold-stamped parts are soft enough to be trimmed quickly and cheaply using standard mechanical tools within the press line.

•        Step 3: Automated sub-assembly

This is where we add significant value. Instead of shipping loose stamped parts, we move them directly to our robotic welding cells. Here, utilizing our fleet of 166 robots, we weld brackets, nuts, and reinforcements onto the stamped part. This turns a simple piece of metal into a complex “sub-assembly” that is ready to be installed on our customer’s production line.

Strategic Value

Mastering both technologies allows us to put the “Right Material in the Right Place”:

•        Optimized performance

We use HPF technology to make the “safety cage” that protects passengers during a crash. At the same time, we use COLD technology for the rest of the car body where complex shapes and energy absorption are more important than extreme hardness.

•        Efficiency & lightweighting

This mix prevents us from using expensive, heavy materials where they aren’t needed. It allows us to keep the vehicle light — which is critical for maximizing EV driving range — without sacrificing the safety or strength of the car.

Our Products

Our product offerings are central to our ability to serve the evolving needs of the automotive industry, particularly within the burgeoning electric vehicle sector. We specialize in the production of the following two complementary product categories:

•        Precision Metal Stamping.    We operate high-tonnage press lines capable of processing advanced high-strength steel (AHSS) and aluminum alloys. This segment produces body structural components (pillar reinforcements, cross members, mounting brackets), chassis components (suspension arms, sub-frame elements), and safety-critical parts requiring tight dimensional tolerances and consistent material properties; and

•        Welding and Sub-Assembly.    Leveraging robotic welding cells and automated assembly systems, we transform stamped components into complex sub-assemblies, including seat frame structures and adjustment mechanisms, door intrusion beams and hinge reinforcements, engine cradle and suspension modules, and emerging applications in battery enclosure assemblies for electric vehicles.

We manufacture and supply a diversified portfolio of 77 distinct end items covering the full spectrum of our major customer’s vehicle platforms, including Model 3, Model Y, Model S and Model X. As of the date of this prospectus, 47 items, representing approximately 61% of our total product portfolio, relate to the “Model 3 Highland” platform. Our product mix may change from time to time based on our customer’s production schedules and program requirements. We conduct manufacturing operations at our facilities in the United States and also provide logistics support services for certain components.

•        In-line manufacturing (66%) — Approximately 66% (51 items) of our total product portfolio is manufactured at our U.S. facilities. These items include 38 assembly (“ASY”) units and 13 hardware welding (“H/W”) components, which we produce in accordance with customer specifications.

•        Logistics support (34%) — The remaining 34% (26 items) consist of completely knocked down (“CKD”) components that we manage through our supply chain and logistics arrangements.

Our revenue and operations are dependent on the production volumes, platform mix and purchasing decisions of our customer, and may fluctuate accordingly. We generated revenue of approximately US$323,854,938 and US$373,257,752 for the fiscal years ended June 30, 2026 and 2025, respectively. Revenue attributable to Model 3 Highland and Model Y combined accounted for approximately 98.5% and 98.8%, respectively, of our total revenue for the same periods.

Main Products in Model 3 Highland

The “Model 3 Highland” represents a core product program for our manufacturing operations. To ensure automotive-grade precision for this high-volume platform, our dedicated production line is equipped with advanced automation infrastructure. Key features of our “Model 3 Highland” production line include:

•        Automation: 61 specialized robots predominantly deployed for precise spot and CO₂ welding.

•        Quality assurance: 28 dedicated JIG sets to ensure geometric accuracy and repeatability.

•        Throughput: high-speed automated workflows designed to meet strict volume requirements.

Manufacturing

Production Process Flow

Production Capacity Utilization

The production of our advanced body structure components is a complex process that typically requires 2 weeks, depending on the complexity of the part and the specific product family. This lead time is influenced by the need for specialized tooling, precise process setup, and rigorous quality assurance.

We continuously monitor and manage our production capacity utilization to optimize output, minimize bottlenecks, and ensure we can meet both current demand and anticipated growth. Our ERP system provides real-time data to support these efforts, enabling us to scale efficiently.

With full scale robotaxi production anticipated to commence in 2026, we expect a significant increase in demand for our hot stamped body components. We believe this ramp up has the potential to meaningfully accelerate our growth, building on our established supply record across existing electric vehicle platforms. In anticipation of this increased demand, we expect that additional production capacity, equipment investment, and operational scaling initiatives will be required to support both robotaxi programs and Tesla’s next generation vehicle platforms.

We intend to address these requirements through proactive capacity planning, disciplined capital expenditures, cost management initiatives, and continued operational efficiency improvements to enhance the value we deliver in each vehicle component we supply.

Integrated Production and Quality Control Workflow

Our manufacturing execution is governed by a rigorous five-stage process flow that integrates real-time production control with stringent quality assurance at every step. This standardized workflow ensures consistency from raw material intake to final shipment. The figure below illustrates our standardized operational workflow:

Inspection Procedure

Our quality team is responsible for maintaining strict compliance with customer specifications, regulatory mandates, and internal safety standards throughout the entire manufacturing lifecycle. Given the safety-critical nature of our products, we execute a rigorous quality control framework that includes the following key activities:

____________

(1)      “PPAP” means Production part approval process

Facilities

As of the date of this prospectus, we operate multiple manufacturing facilities located in Lathrop, California, comprising three distinct facilities with an aggregate floor area of approximately 565,230 square feet, which collectively provide an aggregate designed annual production capacity of approximately 600,000 car sets, based on current equipment configuration, production lines and operating assumptions. Our production capacity is influenced by, among other factors, product specifications, automation levels, workforce availability, shift arrangements and planned maintenance schedules.

Our facilities primarily manufacture products for our major customer. As a result, our production levels and capacity utilization are directly affected by that customer’s production schedules, model mix, purchasing decisions and overall demand for its vehicles. The table below sets forth the capacity utilization rate as of the date of this prospectus. Actual output may vary from designed capacity due to changes in customer demand, supply chain conditions, labor availability, equipment downtime and other operational factors.

Manufacturing and Assembly Facilities

Our core production capabilities are housed in two primary structures:

•        Building #1

As our flagship facility, this 277,208 sq. ft. plant is located at 400 D’Arcy Parkway, Lathrop, CA 95330, United States and it is dedicated to high-volume assembly operations. It features extensive loading dock infrastructure and a 30-foot (9 meters) clear height to optimize for expansive robotic welding lines, and to facilitate large-scale material handling and finished goods distribution.

•        Building #2

Spanning 198,183 sq. ft, this facility is located at 18231 Murphy Parkway, Lathrop, CA 95330, United States and serves as a dual-purpose hub containing our corporate administrative offices and specialized production lines. Notably, this facility is engineered with varying ceiling clearances up to 50 feet (15 meters), providing the necessary vertical infrastructure to accommodate heavy-duty and complex manufacturing equipment.

Logistics and Warehousing

•        Building #3

Situated at 619 Tesla Drive, Lathrop, CA95330, United States, Building #3 provides support for our manufacturing operations and encompasses 92,400 sq. ft. This warehouse facility is utilized for inventory management, raw material staging, and logistics coordination. The immediate proximity of all three facilities — located within the same industrial park — minimizes internal transit times and costs, facilitating a highly responsive JIT supply chain mechanism that aligns seamlessly with our major customer’s assembly schedules in nearby Fremont.

In the future, in order to address the potential needs of a broader customer base, we may seek to expand our production capacity through acquisitions of businesses or manufacturing facilities, or through the purchase or construction of additional production plants. Any such expansion would be subject to a number of factors, including customer demand forecasts, availability of financing, regulatory approvals, integration considerations and installation and commissioning schedules.

The timing, scope and terms of any expansion initiatives remain uncertain. There can be no assurance that we will be able to complete any such acquisitions or capacity expansions on commercially reasonable terms, or at all. In addition, there can be no assurance that any expanded capacity will be fully utilized or that anticipated demand from our key customer or prospective customers will be sustained at expected levels.

Our Suppliers

Our supply chain strategy is built on a select group of trusted partners to ensure the consistency required for high-precision manufacturing. For the fiscal period from July 1, 2024, to June 30, 2025, our top five suppliers represented approximately 99.2% of our total purchases. We generally secure these supplies through arrangement type: e.g., long-term framework agreements/rolling purchase orders.

We source the majority of our key materials directly through our own corporate family. Purchases from related parties represented approximately 61.6% and 55% of total purchases for the fiscal years ended June 30, 2026 and 2025, respectively. These related-party transactions are primarily conducted to support inter-company manufacturing workflows and are settled on pricing basis: e.g., an arm’s-length basis/a cost-plus margin basis. By sourcing through these related entities, we benefit from the Simwon Group’s global buying power and shared technical expertise, which helps us lower costs and streamline logistics.

Outside of our related parties, our significant third-party supplier is Supplier A, a global leader in steel manufacturing, which accounted for 26.2% of our procurement (approximately US$75.1 million). For the fiscal year ended June 30, 2026, supplier A accounted for 32.89% of our procurement (approximately US$71.5 million). This concentration among a limited number of key partners ensures the consistent quality and availability of the specialized steel and sub-components required for our manufacturing operations. Crucially, regarding our steel procurement, we operate under an arrangement where raw material prices are negotiated directly by our OEM customer, or we are able to pass through price fluctuations to our customer/we bear the risk of commodity price volatility.

The material terms of our purchase agreement are summarized as follows:

Our Customers

We currently derive substantially all of our revenue from a major customer. Revenue from Tesla represented substantially all of the Company’s revenue for the fiscal years ended June 30, 2026 and 2025. We conduct our business with Tesla primarily through contract type: e.g., a Master Supply Agreement combined with periodic purchase orders/specific program nominations.

We serve as a long-term supplier to Tesla, providing the BIW structures and components that support the safety and structural integrity of their vehicles.

The remainder of our revenue is primarily generated through sales to affiliated entities under common control, rather than external third-party customers. For the same three-year period, sales to Simwon NA Corp. accounted for approximately 1.6% of our total revenue (US$21.3 million). These transactions principally consist of the transfer of intermediate components (half-assembled parts) and raw materials (such as bolts and nuts) to support inter-company manufacturing workflows. Other minor revenue streams include sales to Simwon Tech Inc. and legacy transactions with Simwon Inc., which collectively represent less than 0.2% of total revenue. These inter-company sales are generally conducted on pricing basis: e.g., a cost-recovery basis/an arm’s-length basis.

The material terms of our sales agreement are summarized as follows:

Seasonality

We do not experience material seasonality in our business. Our production and sales volumes are primarily driven by the production schedules and platform launches of our OEM customers, rather than by seasonal consumer demand patterns. While the automotive industry may see fluctuations during the year, including inventory adjustments in the first quarter and higher production levels in the second and third quarters, these variations do not have a material impact on our operations.

Research and Development

A Collaborative and Evolving R&D Model

Our research and development strategy operates on a synergistic model that combines global expertise with localized process innovation. Historically, we have leveraged the deep R&D resources of our parent company, Simwon Tech Inc., for the initial design phase of new vehicle programs and steel mold development. This collaboration ensures we start with world-class engineering foundations.

As we expand our operations in the United States, we are taking steps to enhance our technical capabilities and operational autonomy. We have established a dedicated in-house production technology team at our California facilities, which operates separately from our parent company. This team focuses on process research and development, including optimizing automation, improving production cycle times, and enhancing manufacturing yields to support efficient scale-up from initial design to commercial production.

Focus on Process Innovation and Smart Manufacturing

Our local R&D initiatives are strategically directed toward enhancing production efficiency and effective capacity, especially given our capital-intensive automotive parts manufacturing operations where overall output is largely constrained by equipment performance, facility infrastructure, and workforce arrangements rather than R&D

spending alone. By leveraging operational data and advanced robotics, we aim to reduce production costs and maximize throughput without compromising the structural integrity of safety-critical components. Our key R&D initiatives include:

•        We are engineering advanced material handling systems for our core assembly hub, Building #1. This R&D initiative is designed to eliminate manual bottlenecks. By programming robots to autonomously transfer parts between welding stations, we reduce human error, drastically lower work-in-progress inventory, and accelerate the entire production cycle. This process innovation directly supports our capacity.

•        Our engineering team continuously fine-tunes our manufacturing logic through sophisticated robot optimization programs. We analyze the motion paths of our 60+ welding robots in Building #1 to program the most efficient welding sequences. The goal is to maximize Overall Equipment Effectiveness (OEE) — making our capital-intensive equipment work harder and faster — to maintain competitive pricing while guaranteeing zero-defect weld quality.

Future Roadmap

Looking ahead to 2026, our strategic roadmap includes further investment in establishing a standalone R&D structure capable of initiating early-stage product discussions directly with our OEM customers. We will also focus on platform-based standardized processes and enhanced capability for rapid product changeovers to reduce setup times. These efforts will allow us to fully leverage regional advantages, proactively respond to customer new product needs, and solidify our position as a full-service Top-Tier partner.

Intellectual Property

As of the date of this prospectus, we do not own any significant intellectual property, such as patents, trademarks and copyrights, in the United States or other countries. However, we have taken measures to protect the confidentiality of our trade secrets, including, among others, entering into confidentiality agreements with our employees, independent contractors, our suppliers, and other third parties who may have access to our know-how, methods and processes, proprietary information and any of our trade secrets. These agreements provide that all inventions, ideas, discoveries, improvements, and copyrightable material made or conceived by the individual arising out of the employment or consulting relationship and all confidential information developed or made known to the individual during the term of the relationship are our exclusive property.

Licensed Agreements

We rely on proprietary technology and brand assets licensed from our corporate affiliates to support our manufacturing and commercial operations.

The Trademark License Agreement

On August 7, 2024, we entered into a Trademark License Agreement (the “Trademark Agreement”) with an affiliate. Under the terms of the Trademark Agreement, we were granted a non-exclusive, non-transferable license to utilize key corporate trademarks owned by the licensor in connection with our daily business operations. The scope of use includes commercial activities, corporate administrative documents, contracts, digital assets (websites and domain names), and employee materials.

During the term of the Trademark Agreement, we were obligated to pay a running royalty fee equal to 0.25% of our sales revenue (after deduction of internal trading amounts), calculated on a quarterly basis. The royalties payable under this agreement were calculated as a percentage of net sales and were included in selling, general and administrative expenses.

Under the Trademark Agreement, we assume sole responsibility for the quality of the products and services associated with the licensed trademarks. We have agreed to indemnify, defend, and hold harmless the licensor and its affiliates against any liabilities, damages, losses, or expenses (including legal fees) arising from our use of the trademarks, our business operations, or any claims related to product defects, environmental damages, or legal violations. The agreement explicitly provides that the licensor bears no liability for defects in the products we manufacture or sell using the licensed trademarks.

The Trademark Agreement had an initial term ending on December 31, 2024, and automatically renewed for successive one-year periods unless either party provided written notice of intent to terminate at least three months prior to the expiration of the then-current term. The agreement could be terminated immediately by the licensor upon the occurrence of certain events, including our insolvency, bankruptcy, or material breach of contract that remained uncured for 14 days. The trademark license agreement with MS Autotech Co., Ltd. was not renewed after December 31, 2025.

The table below sets forth the specific trademarks licensed to us under the Trademark Agreement:

The Technical License and Assistance Agreement

We had a Technical License and Assistance Agreement (“technical royalty agreement”) with our parent company, Simwon Tech, Inc. Under the technical royalty agreement, we paid royalties for the use of manufacturing know-how, technical assistance, engineering support, and operational support provided by Simwon Tech, Inc. The arrangement was originally effective for a five-year term from January 1, 2021 through December 31, 2025. The royalties were calculated as a percentage of net sales and were included in cost of goods sold.

The technical royalty agreement with Simwon Tech, Inc. was not renewed after December 31, 2025, as the Company had developed sufficient internal manufacturing and operational capabilities and no longer required the same level of technical support under the agreement. Accordingly, technical royalty expense for the fiscal year ended June 30, 2026 reflects amounts incurred through December 31, 2025.

Real Property

As of the date of the date of this prospectus, we do not own any real property.

We have entered into lease agreements with independent third parties, the details of which are set out below:

Insurance

Commercial Property and Business Interruption Coverage

We maintain commercial property insurance policies to protect our manufacturing assets and mitigate financial risks associated with operational disruptions. For our primary facility located at 400 D’Arcy Parkway, Lathrop, California, United States, we hold a policy issued by Travelers Property Casualty Company of America, a United States insurance company, effective from October 1, 2026 through October 1, 2027.

The policy provides coverage for direct physical loss, including protection against equipment breakdown and terrorism and the coverage limits are as follows:

•        We maintain approximately US$26.6 million in coverage for our machinery, robotics, inventory, and equipment. Crucially, we have elected to value this coverage on a Replacement Cost basis, ensuring we are reimbursed for the full cost to repair or replace our damaged assets without deduction for depreciation.

•        We carry approximately US$10.3 million in coverage, which we designed to cover our lost net income and continuing operating expenses in the event of a covered suspension of our operations.

This policy currently excludes coverage for earth movement (earthquake) and flood damage. We continually evaluate our insurance portfolio to ensure it remains consistent with customary industry practices for similarly situated manufacturing companies.

Commercial Liability and Risk Mitigation

We maintain comprehensive liability insurance policies to protect against third-party claims and mitigate legal risks associated with our manufacturing operations, product performance, and workforce. These policies are underwritten by Travelers Property Casualty Company of America and The Travelers Indemnity Company of Connecticut and are effective from October 1, 2026 through October 1, 2027.

The policies provide broad protection against bodily injury, property damage, and product-related liabilities. Key coverage limits include:

•        Commercial General Liability:    We hold coverage with limits of 1.0 million per occurrence and 2.0 million in the aggregate. Crucially, we have secured products-completed operations coverage to ensure we are protected against potential claims arising from product defects, which we consider essential given the safety-critical nature of our automotive components.

•        Umbrella Liability:    We carry an additional limit of US$5.0 million, which we designed to provide a financial safety net for catastrophic losses that exceed the limits of our primary liability coverage.

•        Workers’ Compensation & Automobile Liability:    We maintain statutory limits of US$1.0 million, utilizing these policies to cover risks related to our fleet of company vehicles and to ensure our full regulatory compliance for employee workplace injuries.

Consistent with standard practices for automotive Top-Tier suppliers, these policies are structured to address the specific liability exposures of high-volume manufacturing. We continually evaluate our liability limits to ensure they remain commensurate with our operational scale and risk profile.

Employees

As of the date of this prospectus, we have approximately 54 employees, of which approximately 2 are in management, 12 are in production engineering personnel, 12 are in production control, 4 are in accounting, 8 are in HR, 10 are in quality control and 6 are in production. None of our employees are represented by a union, and our relationship with our employees is satisfactory.

The following table shows the distribution of the company’s employees by department and corresponding number in each as of the date of this prospectus:

Regulations and Legal Proceedings

Regulations

Our business and products are also subject to numerous governmental regulations that vary among jurisdictions. Governmental regulations regarding the manufacture, sale and implementation of products and systems similar to ours are subject to future change. We cannot predict what impact, if any, such changes may have on our business.

Environmental regulation

We are subject to comprehensive and changing federal, state and local environmental requirements in the U.S., including those governing discharges to air and water, the handling and disposal of solid and hazardous wastes and the remediation of contamination associated with releases of hazardous substances. We use hazardous substances in our operations and, as is the case with manufacturers in general, if a release of hazardous substances occurs on or from any properties that we may own or operate, we may be held liable and may be required to pay the cost of remedying the condition. The amount of any resulting liability could be material.

MANAGEMENT

Executive Officers and Directors

As of the date of this prospectus, the names of our executive officers and members of our board of directors, their ages and their positions are shown below:

____________

(1)      The director nominees are expected to transition on to our board of directors upon the effectiveness of the registration statement of which this prospectus forms a part.

Executive Officers and Directors

Mr. Youngseok Park currently serves as our Chief Executive Officer, Chief Financial Officer, Executive Director and Secretary, positions he has held since 2024. He graduated with a Bachelor of Science in Mechanical Engineering from the University of Yeungnam in February 2001. He joined the company immediately upon graduation and has been serving as its Chief Executive Officer since 2024. With over 20 years of extensive experience within the company, Mr. Park specializes in automotive quality management, plant operations, and global new vehicle development. He has a proven track record in establishing international quality standards, including IATF 16949 and ISO/TS 16949, and in leading strategic operations across the organization, demonstrating strong leadership and technical acumen in the automotive sector.

Ms. Jiyoun Lee currently serves as our Executive Director, as well as the Senior Managing Director of the global supply management office at Simwon Tech Inc., a position she has held since January 2024. Prior to this role, she served as Managing Director from January 2021 to December 2023 and as Director from January 2019 to December 2020 within the same department. Ms. Lee has over 18 years of experience at Simwon Tech Inc. and extensive experience in global supply chain management, overseas business development, strategic sourcing, procurement, and customer relationship management. She has played a key role in securing major overseas projects with global automotive OEMs and EV manufacturers, including Tesla, Rivian, Lucid, and AvtoVAZ, and has been involved in the establishment and development of overseas operations, including Simwon Shanghai Trading Co., Ltd. and Simwon America Corp.’s California manufacturing plant. Ms. Lee holds a Bachelor of Arts in English Language and Literature from Sungshin Women’s University.

Independent Director Nominees

Mr. Terence Mak will be our Independent Director and Chairman of the Audit Committee. He holds a Bachelor of Commerce, specializing in Commerce & Finance, from the University of Toronto and a Master of Accountancy from The Chinese University of Hong Kong. Mr. Mak has over 15 years of experience in corporate finance and investment banking in Hong Kong, including serving as Chief Financial Officer of J-Long Group Limited (NASDAQ: JL) and holding senior positions at Sprout Asset Management (Asia) Limited, China Ease Capital Limited, and Guoyuan Capital (Hong Kong) Limited. He has led multiple IPOs, mergers and acquisitions, and corporate finance transactions. Mr. Mak is a Certified Practising Accountant (CPA, Australia), a Chartered Secretary, a Chartered Governance Professional and an associate member of both The Chartered Governance Institute and The Hong Kong Chartered Governance Institute.

Mr. Seokho Lee will be our Independent Director and Chairman of the Compensation Committee. Mr. Seokho Lee is a prominent legal partner at King & Wood Mallesons (KWM), where he leads the Korean Practice Team based in Shanghai, extending his reach across other major cities in China. A member of the New York State Bar Association, Mr. Lee holds a B.A. in Law and Chinese Language (Double Major) from Korea University (2005)

and a Master’s Degree in Tax Law from Northwestern University School of Law (2007). He is currently pursuing his Ph.D. in Economic Law at Shanghai Jiaotong University. Mr. Lee joined KWM in 2012, bringing a wealth of experience from his previous roles at the International Corporate team of Daeryook & Aju Korean law firm in Seoul, and as an in-house lawyer at Rockingham Asset Management Company in Los Angeles, USA. He possesses extensive expertise in representing public and private companies across a wide spectrum of corporate matters in China, including M&A, foreign direct investment, corporate governance, and commercial contracts. Mr. Lee regularly provides general corporate legal advice to major Korean entities such as Samsung China, Beijing Hyundai Motors, and SK China. His impressive track record also includes representing Chinese companies in their overseas investments into Korea through significant acquisitions of both listed and non-listed Korean firms. His profound legal knowledge and cross-border transactional experience render him an invaluable advisor to his diverse clientele.

Chan Yui Kwan, Martin (“Mr. Martin”) will be our Independent Director and Chairman of Nomination Committee. Mr. Martin holds a Bachelor of Arts and a Bachelor of Laws from The University of Sydney, graduating in 2018 and 2019 respectively, and completed his Postgraduate Certificate in Laws (PCLL) at City University of Hong Kong School of Law from 2020 to 2021. He completed his trainee solicitor training at Robinsons Lawyers from 2021 to 2023. He then worked as Assistant Solicitor at Herman H. M. Hui & Co., Solicitors from March 2024 to May 2026. He also he served as Consultant with Robinsons Lawyers from January 2025 to May 2026, and he has served as a Consultant of Titus since May 2026. Mr. Martin has been a Hong Kong-qualified solicitor since March 2024 and became an Associate Member of CPA Australia in June 2026. He has extensive cross-border expertise covering US-listing pre-IPO counselling, VC/PE investments, fund and trust structuring, SFC-regulated entity compliance, AML/CTF and regulated-industry M&A across fintech, digital assets, aerospace, biotech and AI sectors. He also routinely advises on corporate governance disputes, unfair prejudice applications, director breach of duty claims and listed company regulatory proceedings, with practical experience matching audit committee and risk oversight requirements for US public issuers.

Family Relationships

There are no family relationships by between or among the members of the Board or other executive officers of the Company.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past 10 years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

Controlled Company Exemption

After the completion of this offering, Simwon Tech Inc., our parent, will own approximately 80.54% of the voting power of our outstanding Common Stock (assuming no exercise of the underwriter’s option to purchase 375,000 additional shares of our Common Stock in this offering). As a result, we will be a “controlled company” within the meaning of the Nasdaq Listing Rules. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain Nasdaq corporate governance requirements, including requirements that:

•        a majority of our board of directors consist of “independent directors” as defined under the Nasdaq Listing Rules;

•        our board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee purpose and responsibilities; and

•        our director nominations be made, or recommended to the full board of directors, by our independent directors or by a nominations committee that is composed entirely of independent directors and that we adopt a written charter or board resolution addressing the nominations process.

We do not currently intend to rely on those exemptions afforded to a “controlled company;” nonetheless, we could potentially seek to rely on certain of those exemptions afforded to a “controlled company” in the future. See “Risk Factors — Following this offering, we will be a “controlled company” within the meaning of the Nasdaq Listing Rules. Although we do not currently intend to rely on the exemptions from certain corporate governance requirements afforded to a “controlled company” under the Nasdaq Listing Rules, we could potentially seek to rely on such exemptions in the future.”

Corporate Governance

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, board committee structure and functions, and other policies for the governance of our company. The Corporate Governance Guidelines set forth the practices our Board intends to follow with respect to board composition and selection including diversity, board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and board committees and compensation.

Independence of Directors

The listing rules of Nasdaq require that a majority of the members of a listed company’s Board be independent. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s Board, that person does not have a material relationship with the company, either directly or as an officer, partner or stockholder of the company, that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In addition, our audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board, or any other committee of the Board, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

Based on the above, we believe that Terence Mak, Mr. Seokho Lee, and Mr. Martin, representing three of our five directors, are “independent directors” as defined under the applicable rules, regulations, and listing standards of Nasdaq and the applicable rules and regulations promulgated by the SEC. Our Board has also determined that all members of our audit committee, compensation committee and nominating and corporate governance committee satisfy the relevant independence requirements for service on such committees.

Committees of Our Board of Directors

Our Board has established an audit committee, a compensation committee, and a nominating and corporate governance committee.

Audit Committee

Our audit committee is composed of Terence Mak, who is the chair of our audit committee, and Mr. Seokho Lee and Mr. Martin. Each member of our audit committee is independent under the current Nasdaq and SEC rules and regulations. Each member of our audit committee is financially literate as required by the current Nasdaq listing standards. Our Board has also determined that Mr. Terence Mak is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act. This designation does not impose any duties, obligations, or liabilities that are greater than those generally imposed on members of our audit committee and our Board. We have adopted an audit committee charter which outlines the principal functions of the audit committee, which include:

•        selecting a firm to serve as our independent registered public accounting firm to audit our financial statements;

•        ensuring the independence of the independent registered public accounting firm, reviewing the qualifications and performance of the independent registered public accounting firm, and overseeing the rotation of the independent registered public accounting firm’s audit partners;

•        discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and that firm, our interim and year-end operating results;

•        establishing procedures for employees to anonymously submit concerns about accounting, audit or other matters;

•        considering the adequacy of internal controls and the design, implementation, and performance of the internal audit function;

•        reviewing related party transactions that are material or otherwise implicate disclosure requirements; and

•        pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

Compensation Committee

Our compensation committee is composed of Mr. Seokho Lee, Mr. Terence Mak and Mr. Martin. Each member of our compensation committee is independent under the current Nasdaq and SEC rules and regulations. Each member of this committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. We have adopted a compensation committee charter which outlines the principal functions of the compensation committee, which include:

•        reviewing and approving, or recommending that the Board approve, the compensation, including the terms of any compensatory agreements, of our Chief Executive Officer and our other executive officers;

•        reviewing and recommending to the Board the compensation of its directors;

•        administering our stock and equity incentive plans;

•        reviewing and approving, or making recommendations to the Board with respect to, incentive compensation and equity plans;

•        establishing our overall compensation philosophy; and

•        such other functions as are required to comply with Nasdaq listing rules.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is composed of Mr. Martin, Mr. Terence Mak and Mr. Seokho Lee. Each member of our nominating and corporate governance committee is independent under the current Nasdaq and SEC rules and regulations. We have adopted a nominating and corporate governance committee charter which outlines the principal functions of the nominating and corporate governance committee, which include:

•        assist the Board by identifying qualified candidates for director nominees, and recommending to the board of directors the director nominees for the next annual meeting of Stockholders;

•        lead the Board in its annual review of its performance;

•        recommend to the board director nominees for each committee of the Board; and

•        develop and recommend to the Board corporate governance guidelines applicable to us.

Our Board of Directors’ Role in Risk Oversight

The Company’s Board will have extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting to our Board by the audit committee. The audit committee represents our Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls and our compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, internal audit and information technology functions, the audit committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of risk and the appropriate mitigating factors. In addition, our Board receives periodic detailed operating performance reviews from management.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of the members of our Board, officers, and employees, and we expect our agents, representatives, consultants and contractors to conform to the standards of our Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics is posted on our website, which is located at https://simwonamerica.com/. Any amendments to the Code of Business Conduct and Ethics, or any waivers of its requirements, will be disclosed on our website.

Insider Trading Policy

We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of the our securities by directors, officers and employees. Such policies are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of Nasdaq. Our insider trading policy is filed as an exhibit hereto.

Clawback Policy

Our board of directors has adopted a clawback policy (the “Clawback Policy”) permitting the Company to seek the recoupment of incentive compensation received by any of the Company’s current and former executive officers (as determined by the board in accordance with Section 10D of the Exchange Act and the Nasdaq rules) and such other senior executives/employees who may from time to time be deemed subject to the Clawback Policy by the board (collectively, the “Covered Executives”). The amount to be recovered will be the excess of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the board. If the board cannot determine the amount of excess incentive compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.

Compensation of Directors and Key Employees

The following table summarizes all compensation received by our directors and our key employees during the years ended June 30, 2024, 2025 and 2026.

Bonuses are not payable pursuant to a bonus plan, but rather are made on a discretionary basis in consideration of contributions and profitability of the Company for the year under which such bonus was paid.

____________

*        Independent directors to be appointed upon the effectiveness of the Registration Statement.

Independent Directors’ Agreements

Each of our independent directors will enter into a director’s agreement with the Company effective upon the effectiveness of the Registration Statement. The terms and conditions of the directors’ agreements are similar in all material aspects. Each director’s agreement will continue until the director’s successor is duly elected and qualified. Each director will be up for re-election each year at the annual Stockholders’ meeting and, upon re-election, the terms and provisions of his or her director’s agreement will remain in full force and effect. Any director’s agreement may be terminated for any or no reason by the director or at a meeting called expressly for that purpose by a vote of the Stockholders holding more than 50% of the Company’s issued and outstanding Common Stock entitled to vote.

Under the directors’ agreements, the initial monthly director fees that will be payable to two of our independent directors (Mr. Seokho Lee and Mr. Martin) is USD US$2,500 and US$3,000 to Terence Mak. Such director fees are payable in cash on a monthly basis.

In addition, our independent directors will be entitled to participate in such share option scheme as may be adopted by the Company, as amended from time to time. The number of options granted, and the terms of those options will be determined from time to time by a vote of the board of directors; provided that each director shall abstain from voting on any such resolution or resolutions relating to the grant of options to that director.

Other than as disclosed above, none of our directors has entered into a service agreement with our Company or any of our subsidiaries that provides for benefits upon termination of employment.

Employment Agreements

We have entered into employment agreements with each of our executive directors, which were effective upon the effectiveness of the registration statement of which this prospectus forms a part. Each employment agreement will continue indefinitely subject to termination by either party upon 30 days’ written notice.

Employment Agreement between Mr. Youngseok Park and SIMWON

Effective as of the date of the closing of this offering, SIMWON entered into an Employment Agreement with Mr. Youngseok Park. The agreement provides for an annual base salary of US$176,000. Youngseok Park’s employment will continue indefinitely, subject to termination by either party to the agreement upon 30 days’ prior written notice or the equivalent salary in lieu of such notice. The agreement also provides that Mr. Youngseok Park shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with the Group.

Employment Agreement between Ms. Jiyoun Lee and SIMWON

Effective as of the date of the closing of this offering, SIMWON entered into an Employment Agreement with Ms. Jiyoun Lee. The agreement provides for an annual base salary of US$30,000. Ms. Jiyoun Lee’s employment will continue indefinitely, subject to termination by either party to the agreement upon 30 days’ prior written notice or the equivalent salary in lieu of such notice. The agreement also provides that Ms. Jiyoun Lee shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with the Group.

2026 Stock Option Plan

Prior to the completion of this offering, our Stockholders and Board will adopt the 2026 Stock Option Plan, to motivate attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Company’s business. Under the 2026 Stock Option Agreement, the maximum aggregate number of shares of Common Stock authorized for issuance pursuant to all awards under the plan is 1,200,000, representing approximately 8.28% of the 14,500,000 shares of the Company’s issued and outstanding Common Stock following the completion of the Offering (assuming the underwriter will not exercise of the over-allotment option). Pursuant to Rule 416(a) under the Securities Act, this Registration Statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the 2026 Stock Option Agreement. Any Common Stock covered by an award granted under the 2026 Stock Option Plan (or portion of an award) that terminates, expires, lapses or repurchased for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Common Stock that may be issued under the 2026 Stock Option Plan. As of the date of this prospectus, we have not granted any awards under the 2026 Stock Option Plan.

The following paragraphs summarize the principal terms of the 2026 Stock Option Agreement.

Types of awards.

The 2026 Stock Option Agreement permits the awards of options, restricted shares, restricted share units or any other type of awards approved by our Board or the compensation committee.

Plan administration.

Our Board or the compensation committee administers the 2026 Stock Option Agreement. Our Board or the compensation committee determines, among other things, the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award grant.

Award agreement.

Awards granted under the 2026 Stock Option Agreement are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event of the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.

Eligibility.

We may grant Non-statutory Stock Options and Restricted Stock to employees and consultants. Incentive Stock Options may be granted only to employees.

Vesting schedule.

In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.

Exercise of awards.

The exercise price per share subject to an option is determined by the plan administrator and set forth in the award agreement, which may be a fixed price or a variable price related to the fair market value of the Common Stock. The vested portion of option will expire if not exercised prior to the time as the plan administrator determines at the time of its grant.

Transfer restrictions.

Awards may not be transferred in any manner by the eligible participant other than in accordance with the limited exceptions, such as transfers to our company or a subsidiary of ours, transfers to the immediate family members of the participant by gift, the designation of a beneficiary to receive benefits if the participant dies, permitted transfers or exercises on behalf of the participant by the participant’s duly authorized legal representative if the participant has suffered a disability, or, subject to the prior approval of the plan administrator or our executive officer or director authorized by the plan administrator, transfers to one or more natural persons who are the participant’s family members or entities owned and controlled by the participant and/or the participant’s family members, including but not limited to trusts or other entities whose beneficiaries or beneficial owners are the participant and/or the participant’s family members, or to such other persons or entities as may be expressly approved by the plan administrator, pursuant to such conditions and procedures as the plan administrator may establish.

Termination and amendment.

Unless terminated earlier, the 2026 Stock Option Plan has a term of ten (10) years. Our Board may terminate, amend or modify the plan, subject to the limitations of applicable laws. However, no such action may adversely affect in any material way any award previously granted without prior written consent of the participant.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Except as disclosed herein, no director, executive officer, stockholder holding at least 5% of shares of our Common Stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since July 1, 2022, in which the amount involved in the transaction exceeds the lesser of US$120,000, or one percent of the average of our total assets at the year-end for the last two completed fiscal years.

The written charter of the Audit Committee authorizes, and Nasdaq rules require, the Audit Committee to review and approve related-party transactions. In reviewing related-party transactions, the Audit Committee applies the basic standard that transactions with affiliates should be made on terms no less favorable to us than could have been obtained from unaffiliated parties. Therefore, the Audit Committee reviews the benefits of the transactions, terms of the transactions and the terms available from unrelated third parties, as applicable. All transactions other than compensatory arrangements between us and our officers, directors, principal Stockholders and their affiliates will be approved by the Audit Committee or a majority of the disinterested directors and will continue to be on terms no less favorable to us than could be obtained from unaffiliated third parties.

Certain Relationships and Related Person Transactions

The following related parties had transactions with Simwon America Corp. during the fiscal years ended June 30, 2026, 2025 and 2024:

Royalties

The Company had a technical royalty agreement with its parent company, Simwon Tech, Inc. Under the technical royalty agreement, the Company paid royalties for the use of manufacturing know-how, technical assistance, engineering support, and operational support provided by Simwon Tech, Inc. The arrangement was originally effective for a five-year term from January 1, 2021 through December 31, 2025. The royalties were calculated as a percentage of net sales and were included in cost of goods sold.

The Company also had a trademark license agreement with MS Autotech Co., Ltd. Under the trademark license agreement, MS Autotech Co., Ltd. granted the Company a non-exclusive, non-transferable license to use certain trademarks in connection with the Company’s business operations, including the use of the company name and related branding in commercial activities. The royalties payable under this agreement were calculated as a percentage of net sales and were included in selling, general and administrative expenses.

The technical royalty agreement with Simwon Tech, Inc. and the trademark license agreement with MS Autotech Co., Ltd. were not renewed after December 31, 2025.

Royalties Paid to Parent

Purchases from Affiliates

Accounts payable to related parties as of June 30, 2026, 2025, and 2024 were US$31,591,449, US$36,284,895 and US$43,805,033 respectively.

Accounts Payable to Related Parties

Policies and Procedures for Related Person Transactions

Our Board has adopted a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions. The policy provides that officers, directors, holders of more than 5% of any class of our voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, will not be permitted to enter into a related-party transaction with us without the prior consent of our audit committee or other independent members of our Board in the event it is inappropriate for the audit committee to review such transaction due to a conflict of interest. Any request for us to enter into a transaction with an executive officer, director, principal stockholder, or any of their immediate family members or affiliates, in which the amount involved exceeds US$120,000, must first be presented to our audit committee for review, consideration, and approval. In approving or rejecting the proposed transactions, our audit committee will take into account all of the relevant facts and circumstances available.

PRINCIPAL STOCKHOLDERS AND SELLING STOCKHOLDERS

The following table sets forth information known to us regarding the beneficial ownership of our Common Stock as of June 30, 2026, and as adjusted to reflect the sale of Common Stock Shares offered by us and the Selling Stockholders in this offering for:

•        each person who is known by us to be the beneficial owner of more than 5% of the outstanding shares of our Common Stock;

•        each of our current named executive officers and directors;

•        each Selling Stockholders; and

•        all of our current executive officers and directors, as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a share if he, she or it possesses sole or shared voting or investment power over that share, including options and warrants that are currently exercisable or exercisable within 60 days. For additional informnation regarding our capitalization, see “Capitalization”.

Subject to the paragraph above, percentage ownership of Company Common Stock and Voting Percentage is based on 13,250,000 Common Stock Shares issued and outstanding immediately prior to the Offering and 14,750,000 Common Stock Shares outstanding immediately after the Offering:

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(1)      As of this prospectus, Simwon Tech Inc., the wholly-owned subsidiary of Myoung Shin Industry Co., Ltd. (KOSPI: 009900), controls 89.66% of the total voting power. The ultimate parent of Myoung Shin Industry Co., Ltd. (KOSPI: 009900) is MS Autotech Co., Ltd. (KOSDAQ: 123040), a publicly listed company on the KOSDAQ exchange.

          On June 5, 2026, SONG HYESEUNG, LEE TAEKYU, LEE SOO YUEN, CHUNG BYUNG HYUN and LEE JUNG SOO (holding 18.26%, 8.37%, 7.61%, 6.11% and 5.64% shares of MS Autotech Co., Ltd. respectively) entered into an Acting in Concert Agreement, pursuant to which they agreed to act in concert in respect to all matters requiring the approval of the stockholders of MS Autotech Co., Ltd. (KOSDAQ: 123040). As a result of the Acting in Concert Agreement, LEE TAEKYU is deemed to collectively control 45.99% of the total voting power of MS Autotech Co., Ltd. MS Autotech Co., Ltd. holds a 45.4% equity interest of Myoung Shin Industry Co., Ltd. (KOSPI: 009900), and Simwon Tech Inc. is a wholly-owned subsidiary of Myoung Shin Industry Co., Ltd. Accordingly, through MS Autotech Co., Ltd.’s ownership interest in Myoung Shin Industry Co., Ltd. and arrangements described above, LEE TAEKYU is deemed to indirectly exercise control over Simwon Tech Inc.

SELLING STOCKHOLDERS

This prospectus covers the offering of 1,000,000 Common Stock Shares by the Selling Stockholders. This prospectus and any prospectus supplement will only permit the Selling Stockholders to sell the number of Common Stock Shares identified in the column “Number of Common Stock Shares to be Sold.” The Common Stock Shares owned by the Selling Stockholders are “restricted” securities under applicable United States federal and state securities laws and are being registered pursuant to this prospectus to enable the Selling Stockholders the opportunity to sell those Common Stock Shares in this Offering.

The following table sets forth the name of the Selling Stockholders, the number and percentage of Common Stock Shares beneficially owned by the Selling Stockholders, the number of Common Stock Shares sold in this Offering and the number and percentage of Common Stock Shares the Selling Stockholders will own after the Offering. The information appearing in the table below is based on information provided by or on behalf of the named Selling Stockholders. We will not receive any proceeds from the sale of the Common Stock Shares by the Selling Stockholders.

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Notes:

(1)      Based on 13,250,000 Common Stock Shares issued and outstanding immediately prior to the Offering and 14,750,000 Common Stock Shares outstanding immediately after the Offering.

(2)      First MVG Fund is a investment partnership organized under the laws of Republic of Korea. MVG INVESTMENT Co., Ltd. serves as the general partner of First MVG Fund and, in such capacity, may be deemed to exercise voting and investment power over the 115,385 shares of Common Stock held by First MVG Fund pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder. The registered address of First MVG Fund is #609, Duil Bldg. 9, Yeouidaebang-ro 67 gil, Yeongdeungpo-gu, Seoul, Republic of Korea.

(3)      J&J Holdings Limited, a business company incorporated under the laws of Hong Kong, is controlled by Kwok,Po Yin Sammy. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Kwok,Po Yin Sammy may be deemed to have voting and investment power with respect to the 461,538 Common Stock held by J&J Holdings Limited. The registered address of J&J Holdings Limited is Unit 1703 17/F Cheong Tai Commercial Building Nos 287-289, Reclamation Street, Mong Kok, Kowloon Hong Kong.

(4)      Jade Technology Enterprise Limited, a business company incorporated under the laws of the British Virgin Islands, is controlled by HONG Sang Joon. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, HONG Sang Joon may be deemed to have voting and investment power with respect to the 461,538 Common Stock held by Jade Technology Enterprise Limited. The registered address of Jade Technology Enterprise Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

This section summarizes certain U.S. federal income tax considerations relating to the purchase, ownership and disposition of our Common Stock. This summary does not provide a complete analysis of all potential tax considerations. The information provided below is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder and administrative rulings and judicial decisions, all as currently in effect. These authorities may change at any time, possibly on a retroactive basis, or the U.S. Internal Revenue Service (the “IRS”), might interpret the existing authorities differently. In either case, the tax considerations of purchasing, owning or disposing of Common Stock could differ from those described below.

The following discussion is a summary only and applies only to securities that are held as capital assets for U.S. federal income tax purposes and is applicable only to holders who are receiving our securities in this offering. The discussion does not describe all of the tax consequences that may be relevant to you in light of your particular circumstances, including but not limited to the alternative minimum tax, the Medicare tax on certain investment income and the different consequences that may apply if you are subject to special rules that apply to certain types of investors (such as the effects of Section 451 of the Code), including but not limited to:

•        financial institutions or financial services entities;

•        broker-dealers;

•        governments or agencies or instrumentalities thereof;

•        regulated investment companies;

•        real estate investment trusts;

•        expatriates or former long-term residents of the United States;

•        persons that actually or constructively own 5% or more of our voting shares;

•        insurance companies;

•        dealers or traders subject to a mark-to-market method of accounting with respect to the securities;

•        persons holding the securities as part of a “straddle,” hedge, integrated transaction or similar transaction;

•        U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

•        partnerships or other pass-through entities for U.S. federal income tax purposes and any beneficial owners of such entities; and

•        tax-exempt entities.

If an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes holds our Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships holding our Common Stock and the partners in such partnerships are urged to consult their tax advisors about the particular U.S. federal income tax consequences to them of holding and disposing of our Common Stock.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING, AND DISPOSING OF OUR COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL, OR NON-U.S. TAX LAWS AND ANY U.S. FEDERAL NON-INCOME TAX LAWS, OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Certain U.S. Federal Income Tax Considerations for U.S. Holders of Common Stock

For purposes of this discussion, a “U.S. Holder” is any beneficial owner of our Common Stock that, for U.S. federal income tax purposes, is or is treated as:

•        an individual who is a citizen or resident of the United States;

•        a corporation created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

•        an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•        a trust that (1) is subject to the primary supervision of a U.S. court and all substantial decisions of which are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Dividends on our Common Stock

We do not expect to declare or pay any distributions on our Common Stock in the foreseeable future. If we do make any distributions on shares of our Common Stock, however, such distributions will be includible in the gross income of a U.S. holder as ordinary dividend income to the extent paid out of current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. Any portion of a distribution in excess of current or accumulated earnings and profits would be treated as a return of the holder’s tax basis in its Common Stock and then as gain from the sale or exchange of the Common Stock. Under current law, if certain requirements are met, a preferential U.S. federal income tax rate will apply to any dividends paid to a holder of Common Stock who is a U.S. individual.

Distributions to U.S. holders that are corporate stockholders, constituting dividends for U.S. federal income tax purposes, may qualify for the dividends received deduction, or DRD, which is generally available to corporate stockholders. No assurance can be given that we will have sufficient earnings and profits (as determined for U.S. federal income tax purposes) to cause any distributions to be eligible for a DRD. In addition, a DRD is available only if certain holding periods and other taxable income requirements are satisfied.

Sale of Common Stock

A U.S. holder of Common Stock will generally recognize gain or loss on the taxable sale, exchange, or other taxable disposition of such stock in an amount equal to the difference between such U.S. holder’s amount realized on the sale and its adjusted tax basis in the Common Stock sold. A U.S. holder’s amount realized should equal the amount of cash and the fair market value of any property received in consideration of its stock. The gain or loss should be capital gain or loss and should be long-term capital gain or loss if the Common Stock is held for more than one year at the time of disposition. The deductibility of capital losses for U.S. federal income tax purposes is subject to limitations under the Code. Under current law, long-term capital gain recognized by an individual U.S. holder is generally eligible for a preferential U.S. federal income tax rate.

Information Reporting and Backup Withholding

Information reporting requirements generally will apply to payments of dividends on shares of Common Stock and to the proceeds of a sale of Common Stock unless a U.S. holder is an exempt recipient, such as a corporation. Backup withholding will apply to those payments if a U.S. holder fails to provide its correct taxpayer identification number and certification of exempt status, or fails to report in full dividend income. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Certain U.S. Federal Income Tax Considerations for Non- U.S. Holders of Common Stock

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of a share of Common Stock that is (i) a foreign corporation, (ii) a nonresident alien individual, or (iii) a foreign estate or trust that in each case is not subject to U.S. federal income tax on a net-income basis on income or gain from a share of Common Stock.

In addition, this discussion assumes that the Non-U.S. Holder holds our Common Stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). Furthermore, the discussion below is based upon the provisions of the Code, Treasury regulations promulgated thereunder, rulings and judicial decisions, in each case as of the date hereof, and such authorities may be repealed, revoked or modified, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those discussed below. We have not requested a ruling from the IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

Persons considering the purchase of our Common Stock pursuant to this offering should consult their tax advisors concerning the U.S. federal income, estate and other tax consequences of acquiring, owning and disposing of our Common Stock in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction, including any state, local or non-U.S. tax consequences.

Distributions

Distributions, if any, made on our Common Stock to a Non-U.S. Holder to the extent made out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles) generally will constitute dividends for U.S. federal income tax purposes and will be subject to withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty, subject to the discussions below regarding effectively connected income, backup withholding and foreign accounts. To obtain a reduced rate of withholding under a treaty, a Non-U.S. Holder generally will be required to provide us or the applicable withholding agent with a properly executed IRS Form W-8BEN (in the case of individuals) or IRS Form W-8BEN-E (in the case of entities), or other appropriate form, certifying the Non-U.S. Holder’s entitlement to benefits under that treaty and, in certain circumstances, providing such Non-U.S. Holder’s U.S. taxpayer identification number and/or foreign tax identifying number. This certification must be provided prior to the payment of dividends and must be updated periodically. In the case of a Non-U.S. Holder that is an entity, Treasury regulations and the relevant income tax treaty provide rules to determine whether, for purposes of determining the applicability of an income tax treaty, dividends will be treated as paid to the entity or to those holding an interest in that entity. If a Non-U.S. Holder holds our Common Stock through a financial institution or other agent acting on its behalf, it will be required to provide appropriate documentation to such agent, which will then be required to provide certification to the applicable withholding agent, either directly or through other intermediaries. If the Non-U.S. Holder is eligible for a reduced rate of U.S. federal withholding tax under an income tax treaty and does not timely file the required certification, it may be able to obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

We and other applicable withholding agents are not required to withhold tax on dividends paid to a Non-U.S. Holder that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that it maintains in the United States) if a properly executed IRS Form W-8ECI, stating that the dividends are so connected, is furnished to the applicable withholding agent prior to the payment of such dividends. In general, such effectively connected dividends will be subject to U.S. federal income tax, on a net income basis at the regular rates applicable to U.S. Persons. A corporate Non-U.S. Holder receiving effectively connected dividends may also be subject to an additional “branch profits tax,” which is imposed, under certain circumstances, at a rate of 30% (or such lower rate as may be specified by an applicable treaty) on the corporate Non-U.S. Holder’s effectively connected earnings and profits, subject to certain adjustments. Non-U.S. Holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.

Gain on Disposition of Our Common Stock.

Subject to the discussions below regarding backup withholding and foreign accounts, a Non-U.S. Holder generally will not be subject to U.S. federal income tax with respect to gain realized on a sale or other disposition of our Common Stock unless:

(a)     the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in the United States),