SWA Simwon America Corp. S-1/A amended IPO prospectus section summaries

Offering terms

Simwon America Corp. filed Amendment No. 2 to its Form S-1 on November 6, 2026, for a proposed firm-commitment IPO of 2.5 million common shares at an assumed midpoint price of $20.00 per share, within an $18.00–$22.00 range.

The $20.0 million of secondary shares will be sold by existing stockholders and will not provide funding to the company. The underwriting discount is $1.40 per share, or $3.5 million across the base offering.

SWA also agreed to pay a non-accountable expense allowance equal to 1.5% of the actual offering amount, certain out-of-pocket expenses, and reimbursement of certain underwriter expenses. These costs are not included in the stated company proceeds before expenses. The company will issue the underwriter a warrant for shares equal to 5% of the shares sold; the registration statement also covers shares issuable upon warrant exercise, creating potential dilution.

Underwriter option and listing conditions

The underwriter has a 45-day option to purchase up to 375,000 additional shares from SWA—15% of the base offering. If exercised in full at $20.00 per share, total underwriting discounts and commissions would be $4.025 million, and company proceeds before expenses would be $34.875 million.

The offering is subject to Nasdaq’s final listing approval, which had not been granted as of the prospectus. There is no assurance the shares will be listed on the Nasdaq Global Market, and no public market for SWA common stock existed before the offering.

Reporting status and investment risk

SWA identifies as an emerging growth company and is eligible for reduced reporting requirements. It elected not to use the extended transition period for new or revised accounting standards. The prospectus highlights the risk that investors could lose their entire investment.

About This Prospectus

Investors should rely only on information in this prospectus, applicable supplements, and offering materials incorporated by reference. The issuer disclaims responsibility for other information. Read the prospectus together with any applicable supplement or post-effective amendment, which may add to or update its disclosures. Securities will not be offered where offering or sale is prohibited. This section contains no financial results, business developments, or material risk disclosures.

Defined terms and operating context

Simwon America Corp. defines Fiscal 2024, Fiscal 2025, and Fiscal 2026 as the 12-month periods ended June 30 of the respective years.

The defined facilities are:

The glossary describes the company’s automotive structural-component products and manufacturing capabilities. Defined terms include body-in-white structures, door-ring reinforcements, cold stamping, hot press forming of boron steel, five-axis laser cutting, and tailored welded blanks (TWB). JIT means coordinating component production and delivery with a customer’s manufacturing schedule.

The glossary groups Tesla’s Model 3 (including the Highland update announced in September 2023), Model Y, Model S, and Model X under the term “Tesla Models.” This identifies the vehicle platforms referenced in the prospectus terminology, but does not quantify revenue, customer concentration, or contractual exposure to Tesla.

“Simwon Group” comprises MS Autotech Co., Ltd., Myoung Shin Industry Co., Ltd., Simwon Tech Inc., and Simwon America Corp.

Market and Industry Data

The prospectus’s market and industry data and estimates come from third-party surveys, research, public information, government reports, and industry publications. Management developed its estimates by reviewing these sources but has not independently verified the third-party information and cannot guarantee its accuracy or completeness.

The estimates depend on assumptions and have inherent limitations and imprecision; they should not be given undue weight. The company views the data as general guidance and cautions that industry uncertainty, risks, and other factors could cause actual results to differ materially from the estimates.

The prospectus refers to Southwest’s and other entities’ trademarks, trade names, and service marks. Omitting ® or ™ symbols is for convenience and does not waive the rights of their owners. References to or display of other companies’ marks do not imply affiliation, endorsement, or sponsorship. This section contains no financial information, material business developments, or company-specific risks.

Cautionary Note Regarding Forward-Looking Statements

The prospectus cautions that forward-looking statements are uncertain, are not predictions, and should not be relied on as assurances of future performance. Actual events and results may differ materially. The company generally undertakes no obligation to update these statements, except as required by law.

Risks and uncertainties include the company’s ability to meet Nasdaq listing and corporate-governance standards, remain compliant with SEC reporting requirements and maintain effective financial-reporting controls; grow market share and manage growth; achieve profitability and positive cash flow; and obtain capital to fund operations and expansion. Execution also depends on implementing the business model, securing product acceptance, and achieving planned production volumes, quality and pricing. The company may face challenges developing its products, technology and brand, attracting and retaining customers, and managing supply shortages, delivery delays, production schedules and costs. Partnerships, investments and acquisitions carry risks in identification, completion and integration.

The company also identifies macroeconomic, market and regulatory uncertainty, including inflation, interest-rate volatility, recessionary pressures, disruption in banking and capital markets, supply-chain constraints, commodity and energy prices, currency movements, trade restrictions, sanctions, tariffs and geopolitical conflict. Other risks include competition, protecting intellectual property or avoiding infringement, litigation, regulatory inquiries and enforcement actions.

Investors are directed to the prospectus’s Risk Factors and the company’s other SEC filings for further discussion of risks that could cause actual outcomes to differ from forward-looking statements.

Simwon America — Prospectus Summary

Business, strategy and operating profile

Simwon America, founded in 2016, manufactures Body-in-White structural components and chassis parts, particularly for electric vehicles. It describes itself as a strategic supplier to Tesla and has annual production capacity of 600,000 car sets, supported by approximately 256 staffing workers and 54 employees. Its operations use automated welding and assembly technologies.

The company aims to expand manufacturing capacity for strategic accounts, improve efficiency and margins, increase content per vehicle through integrated subassemblies, and win work on Tesla’s next-generation vehicle architectures. It operates in California and Texas and plans expansion in the eastern United States, Mexico and Canada to support localized production and address supply-chain uncertainty.

Customer, supply-chain and execution risks

Substantially all revenue depends on Tesla, so losing the customer or experiencing a material reduction in its orders could significantly harm the business. Simwon America also relies on a limited supplier base, including its parent and affiliates for critical raw materials, and its Texas facility is operated by a related-party subcontractor. These dependencies expose it to order volatility, supply interruptions and operational reliance on related parties.

The company has a limited operating history and may have difficulty forecasting production, potentially resulting in excess or obsolete inventory. Delays in designing, validating or implementing complex tooling for new or refreshed vehicle models could disrupt production and damage customer relationships. Some customer agreements, purchase orders, letters of intent and memoranda of understanding are cancellable. Growth also depends on managing capacity and workforce, improving productivity, adopting technology and attracting qualified personnel. Warranty, recall and product-liability claims could generate material costs.

Simwon America currently owns no intellectual property; its designs and development are based on customer requirements. It relies significantly on its parent for intellectual property, technical support and R&D, limiting proprietary differentiation and creating risk if access to those resources is lost. Other risks include capital needs and debt covenants that may constrain operations, as well as regulation, tariffs and trade policy, taxes, environmental liabilities, litigation and macroeconomic conditions.

Offering, ownership and governance

The proposed offering consists of 1,500,000 newly issued shares and 1,000,000 existing shares sold by selling stockholders. There is no existing public market, and the offering is conditional on Nasdaq listing approval. Management will have broad discretion over the company’s use of offering proceeds; Simwon America does not expect to pay dividends in the foreseeable future.

After the offering, SIMWON TECH INC is expected to hold approximately 80.54% of voting power, or 78.54% if underwriters fully exercise their option. The company will therefore qualify as a Nasdaq controlled company. It does not currently intend to use the available governance exemptions, but may do so later; these could permit it to forgo a majority-independent board, an entirely independent compensation committee, and independent selection or recommendation of director nominees, reducing protections for public shareholders.

The ownership chain runs through Korean-listed MS Autotech and Myoung Shin Industry, with Simwon Tech identified as controlling 89.66% of total voting power. A June 5, 2026 acting-in-concert agreement is described as giving LEE TAEKYU deemed collective control of 45.99% of MS Autotech’s voting power; MS Autotech owns 45.4% of Myoung Shin Industry. The prospectus describes this structure as resulting in indirect control over Simwon America.

Korean regulatory closing risk

Korean exchange rules effective August 3, 2026 require the listed Korean parent companies to complete prescribed board, independent-committee and shareholder-protection processes before the subsidiary’s overseas listing. The parents had not completed those processes as of the prospectus date. The company says retail-vote participation makes approval at a general meeting unrealistic, and the parents plan to pursue shareholder engagement and case-by-case Korea Exchange review; the outcome is uncertain.

The company must also file a Korean securities registration statement. Until the parent companies fulfill their obligations, Korean authorities may refuse to accept the filing or require amendments, potentially delaying the offering. Noncompliance could also lead to penalties or trading suspension for the parents.

Emerging growth company status and disclosures

Simwon America intends to use the JOBS Act extended transition period to delay adopting certain new or revised accounting standards until they apply to private companies. It is also eligible for exemptions including auditor attestation of internal controls under Sarbanes-Oxley Section 404, reduced executive-compensation disclosures, and certain advisory-vote and golden-parachute approval requirements. These reduced disclosures and protections may make the securities less attractive to some investors, reduce trading activity and increase price volatility.

Emerging growth company status ends at the earliest applicable trigger: the fiscal year following the fifth anniversary of the offering; a fiscal year with at least US$1.235 billion in annual gross revenue; qualification as a large accelerated filer, including non-affiliate market value of common equity above US$700 million at the end of the prior fiscal year’s second quarter; or issuance of more than US$1.00 billion of non-convertible debt securities during the prior three years.

Offering and proceeds

Simwon America Corp. plans an IPO of 2.5 million shares at an assumed price of $20.00 per share. The company will issue 1.5 million shares; selling stockholders will sell 1.0 million shares. The company expects approximately $23.9 million in net proceeds, or approximately $30.7 million if the underwriter exercises its 375,000-share over-allotment option in full. The company will receive no proceeds from the selling stockholders’ shares.

The company intends to use its net proceeds approximately as follows:

Ownership, underwriting and listing

Assuming no exercise of the over-allotment option, parent Simwon Tech Inc. is expected to own approximately 80.54% of Simwon America after the offering. Simwon America will therefore qualify as a Nasdaq “controlled company” and may use certain corporate-governance exemptions.

The underwriter will also receive a warrant exercisable for 5% of the total shares sold in the offering, at 120% of the IPO price. The company, its directors and officers, and existing stockholders have generally agreed to a 180-day post-closing lock-up, subject to exceptions; the 1.0 million shares sold by selling stockholders are excluded.

Nasdaq listing approval is pending, and closing is conditional on final approval. The company cautions that there is no assurance the offering will close or that its shares will trade on Nasdaq. The proposed ticker is SWA.

Pre-IPO issuance

Before the IPO, the company issued 1,038,461 shares to three pre-IPO investors under subscription agreements dated November 25, 2025, for aggregate consideration of $9.0 million.

Principal business and operating risks

SIMWON is an early-stage automotive internal-body-parts supplier, incorporated in 2016, with a limited operating history. It has not demonstrated that it can retain or win customers, execute its growth strategy, or achieve profitability. Its prospects depend on developing products that meet performance targets, accurately forecasting demand, scaling production, winning new programs, and controlling costs while funding product development, R&D, capacity, compliance, and working capital.

Customer and supplier concentration are acute. Tesla generated approximately 99.49% of revenue in FY2025 and 99.02% in FY2026, and SIMWON expects that concentration to continue. Orders reflect Tesla’s production needs and vehicle demand, generally do not guarantee minimum volumes, and may be canceled with six months’ written notice. Tesla could cut orders, change suppliers, manufacture parts internally, or demand lower prices. SIMWON’s specialized facilities and equipment make replacement revenue difficult to secure quickly. The top five suppliers accounted for approximately 99.6% of procurement in FY2025, with significant reliance on parent Simwon Tech Inc. and a key third-party steel manufacturer. Customer validation and lengthy supplier qualification processes constrain substitutions; disruption, affiliate difficulties, or steel and aluminum price volatility could halt production, raise costs, or jeopardize just-in-time deliveries.

Production depends on specialized tooling and the ability to respond quickly to Tesla’s frequent vehicle-model updates. Tooling delays or failures, quality problems, shortages, scaling difficulties, or regulatory changes could interrupt output or delay launches. Limited finished-goods inventory under just-in-time arrangements leaves little buffer; missed deliveries could affect customer assembly lines and lead to penalties, chargebacks, expedited freight, remediation costs, and reputational harm.

The industry is competitive and exposed to pricing pressure, short product cycles, changing consumer preferences, technological and regulatory shifts, and cyclical vehicle demand. Economic downturns, weaker consumer confidence or credit availability, factory transitions, capacity constraints, and supplier instability could reduce automotive sales and production; past declines have significantly harmed SIMWON. Inflation, interest-rate increases, commodity shortages, supply-chain disruptions, currency movements, geopolitical conflict, sanctions, and capital- or credit-market instability could further raise costs or weaken customers’ and suppliers’ ability to perform. U.S. tariffs on foreign goods, including steel and selected automotive parts, and possible retaliation could increase costs and impair export competitiveness if SIMWON cannot pass costs through or mitigate them.

Growth also requires new products and programs, geographic and market expansion, added capacity, skilled personnel, and effective cost management. Poor demand forecasts could cause shortages or excess and obsolete materials; expansion, facility consolidation, workforce reductions, and asset or product-line rationalization could bring cost overruns or operational disruption, and savings may be delayed or fall short. The shift toward electric vehicles and autonomous driving may require substantial R&D investment. Failure to keep pace, improve efficiency and margins, or increase vehicle content through integrated sub-assemblies could weaken competitiveness.

Product, regulatory, legal and financing exposure

Safety-critical components expose SIMWON to warranty, product-liability, and recall claims, including contribution claims related to automaker recalls. Limited operating and field history makes warranty estimates uncertain; reserves or insurance may be inadequate, and a major claim or recall could impose substantial costs, disrupt deliveries, divert resources, and damage customer relationships. Regulatory obligations across jurisdictions include licensing, certification, safety, performance, environmental, and other requirements; noncompliance could lead to fines, damages, production suspension, or cessation of operations. Environmental and health-and-safety liabilities may include cleanup costs, property damage, bodily injury, fines, and penalties.

SIMWON depends on parent-provided or licensed HPF technology, trademarks, R&D, and customer-specific designs, and currently owns no IP—including patents, trademarks, copyrights, domain names, know-how, or proprietary technology. This limits its independent ability to commercialize development or build a proprietary competitive advantage. License termination or unfavorable changes could interrupt production, and replacement may not be timely or cost-effective. Although SIMWON reports no known current third-party IP infringement, claims could require costly litigation, damages or royalties, unavailable or unfavorable licenses, or cessation of affected activities.

Financing agreements include affirmative, negative, and financial covenants. An uncured breach or default could accelerate debt and permit repossession or foreclosure on collateral, including business assets; refinancing may not be available on acceptable terms. Defaults could also trigger downgrades or other defaults and restrict access to financing. Operations may consume resources faster than expected, requiring additional equity or debt on potentially unfavorable terms. Debt could rank ahead of common stock and restrict operations or dividends; equity, convertible securities, awards, or acquisition-related issuance could dilute existing holders. Management has broad discretion over offering proceeds.

A wage-and-hour class action concerning meal periods for temporary warehouse workers and joint-employer liability has a tentative aggregate settlement of approximately $1.2 million, with SIMWON’s estimated share approximately $0.6 million. No liability was accrued at June 30, 2025; approximately $0.6 million was accrued at June 30, 2026, with court approval pending. Payment was not expected before late 2026 or early 2027. Other proceedings, indemnities, warranties, and guarantees could exceed accruals or insurance coverage. Tax-law changes could increase tax expense or reduce deferred-tax-asset value.

Offering, ownership and public-company risks

The offering faces material Korean regulatory and parent-company execution risks. Korean listing-rule amendments effective August 3, 2026 require indirect Korean listed parents MS Autotech and Myoung Shin Industry to complete board, shareholder-protection, engagement, and disclosure procedures. Their independent committees and boards concluded protections should be strengthened and engagement supplemented, but SIMWON does not control the process or its timing. The parents cannot obtain shareholder approval that creates a presumption of compliance and instead plan to seek case-by-case Korea Exchange review; the outcome is discretionary, with no precedent for an overseas listing under the new rules. Delay or rejection could derail the offering, require updated financial statements, increase costs, and disrupt growth plans. Parent commitments could also constrain use of proceeds, equity issuance, share-funded acquisitions, or dividends. Korean sanctions, trading suspension, or shareholder challenges could compound the risk. A Korean securities registration statement becomes effective 15 business days after acceptance, but the Financial Supervisory Service may refuse acceptance or require amendments until parent obligations are fulfilled.

No public market currently exists, and Nasdaq listing approval and a sustained trading market are uncertain. The IPO price may not reflect later trading value; illiquidity and share-price volatility could impair investors’ ability to sell and SIMWON’s ability to raise capital or use shares for acquisitions. SIMWON has no current plan to pay cash dividends for the foreseeable future. After the offering, Simwon Tech Inc. is expected to own approximately 80.54% of common stock, assuming no exercise of the underwriter’s option for 375,000 additional shares, making SIMWON a Nasdaq “controlled company.” Although it does not currently intend to use related governance exemptions, it could do so later. Takeover protections may deter transactions that could offer shareholders a premium, and Federal Reserve rules may require notice or approval for certain acquisitions of 10% or more of voting stock or control.

As a newly public company, SIMWON expects increased compliance, insurance, personnel, and management costs. Its finance team is small; management has not assessed internal-control effectiveness, the auditor has not audited those controls, and financial-reporting controls have not kept pace with business expansion. Failure to maintain effective controls or comply with Sarbanes-Oxley Section 404 could cause reporting errors, restatements, delays, fraud, reduced investor confidence, share-price pressure, or regulatory action. SIMWON’s fiscal-year revenue was below the $1.235 billion emerging-growth-company threshold it cites. It may use reduced disclosure requirements, including exemption from auditor attestation under Section 404(b), and has elected the extended transition period for new accounting standards, which may limit information and reduce comparability.

Use of Proceeds

The offering is expected to generate approximately $23.9 million in net proceeds, increasing to approximately $30.7 million if the underwriter fully exercises its option to purchase up to 375,000 additional shares. The company will receive no proceeds from shares sold by selling stockholders.

The acquisition strategy targets companies with specialized manufacturing capabilities and/or established client networks that could be integrated into the business. Management will consider complementary manufacturing capabilities and technology, customer base, valuation and purchase price, and its ability to integrate an acquisition. There are currently no acquisition commitments or active negotiations; any shortfall in planned acquisition funding would be funded internally.

The stated allocations, percentages, and priorities may change with market and business conditions and available opportunities. Management retains broad discretion over the proceeds, and actual uses and amounts cannot be predicted with certainty.

Capitalization as of June 30, 2026

The illustrative base-offering case assumes the sale of 1.5 million common shares at $20 per share, net of underwriting discounts, fees and estimated offering expenses. The adjusted case also assumes full exercise of the 375,000-share over-allotment option.

The base offering increases stockholders’ equity by $23.883707M versus actual; full exercise of the over-allotment option adds a further $6.8625M. These figures are illustrative: final capitalization will depend on the IPO price and terms set at pricing. The table assumes no exercise of the underwriter’s warrant to purchase 125,000 shares.

Before the registration statement becomes effective, the company intends to issue 3,211,539 additional common shares pro rata to existing holders for no consideration. This share capitalization will not change total stockholders’ equity, and the prospectus financial statements have not been recast to reflect it.

Dilution

As of June 30, 2026, net tangible book value was approximately $98.7 million, or $7.45 per share, based on 13.25 million common shares outstanding before the offering. Assuming the company sells 1.50 million shares at $20.00 per share, after estimated underwriting discounts and offering expenses, pro forma net tangible book value would be approximately $122.6 million, or $8.31 per share. Existing stockholders’ net tangible book value would increase by $0.86 per share, while new investors would experience immediate dilution of $11.69 per share relative to the offering price.

A $1.00 increase or decrease in the assumed $20.00 offering price would change proceeds available to the company by approximately $1.36 million, assuming the number of company shares offered is unchanged and after estimated underwriting discounts and commissions.

A separate pro forma share-purchase table counts both company-issued and selling-stockholder shares. It shows 12.25 million shares held by existing stockholders and 2.50 million public-offering shares acquired by new investors, for 14.75 million shares total. The public-offering total exceeds the 1.50 million shares assumed sold by the company in the net tangible book value calculation because it includes selling-stockholder shares; proceeds from those shares are not company proceeds.

Dividend Policy

The company has never declared or paid cash dividends on its common stock and does not anticipate paying dividends on any capital stock in the foreseeable future. It intends to retain available funds and future earnings to operate the business.

Any future dividend decision would be at the board’s discretion and would depend on operating results, financial condition, cash needs, contractual restrictions, future indebtedness, business prospects, applicable law, and other factors the board considers relevant.

Simwon America Corp. — FY2026 MD&A

Financial performance

SAC’s profitability improved substantially in FY2026 even as revenue continued to contract. Sales fell at a slower rate in FY2026 than FY2025, while gross and operating margins expanded. The margin improvement reflected a shift toward in-house production of door-ring components and lower technical royalties after the Simwon Tech license expired; lower production during automation work and customs duties partly offset those benefits.

Revenue declined 13.2% in FY2026, following a 9.7% decline in FY2025. Lower component and merchandise sales reflected moderated EV-market growth, Tesla cost-reduction initiatives and lower average revenue per vehicle program, including pricing adjustments. Production was temporarily reduced in January–February 2026 for line automation and began normalizing in March. FY2025 sales had also been affected by the normalization of unusually high FY2024 material costs and customer prices; FY2024 included about $2.7 million of nonrecurring packaging reimbursement.

Cost of revenue fell 15.6% in FY2026, faster than revenue, and gross profit rose 14.1%. FY2025 gross profit had declined 14.3%; lower material costs and customer pricing reduced costs then, while higher depreciation and utilities partly offset the benefit. FY2026 operating expenses declined 7.5%, reflecting lower payroll, staffing and support costs and the non-renewal of a trademark license. These savings were partly offset by public-company-readiness fees and about $0.6 million related to a wage-and-hour class-action settlement.

Other income improved in FY2026, mainly from higher interest income on larger average cash balances, lower interest expense after equipment-financing loans matured or were repaid, and miscellaneous gains. FY2026 miscellaneous gains included about $0.4 million of Tesla reimbursement for obsolete inventory and disposal costs after a Model Y design change, $0.2 million from resolution of a disputed repair-cost matter and $0.1 million of workers’ compensation audit refunds. The remaining equipment-financing loan was repaid in August 2025. The effective tax rate was 19.6% in FY2026, versus 20.1% in FY2025.

EBITDA increased 31.6% in FY2026 after declining 10.8% in FY2025. SAC presents EBITDA as a supplemental performance measure, but cautions that it excludes interest, taxes and depreciation and does not reflect capital expenditures, working-capital needs or the cost of maintaining and replacing long-lived assets. Capital expenditures fell as major hot-press-line and laser-automation investments were largely completed; FY2026 spending focused on assembly-line automation, equipment upgrades and other manufacturing investments.

Cash flow, liquidity and assets

FY2026 operating cash flow rose with higher earnings and favorable working-capital movements. SAC collected about $7.0 million of receivables outstanding at June 30, 2025; inventory declined about $12.5 million through tighter purchasing and safety-stock management and lower tariff-related carrying costs after Tesla’s IAO program took effect in May 2026. Income taxes payable increased and included about $3.6 million of federal taxes. FY2025 operating cash flow had been affected chiefly by the timing of receivables collections.

Cash and cash equivalents were $39.431 million at June 30, 2026, versus $13.375 million a year earlier. Restricted cash was $7.085 million versus $2.085 million, reflecting a $5.0 million standby letter of credit for a higher customs importer-bond requirement. FY2026 financing included $8.6 million of net proceeds from a pre-IPO common-stock raise, partly offset by repayment of about $5.5 million of equipment debt and finance-lease payments. Management expects operating cash and available financing to cover working capital, capital expenditures and contractual obligations for at least 12 months.

Of FY2026 lease obligations, $3.367 million was due within one year and $9.539 million after five years. No intercompany loan obligations or material off-balance-sheet arrangements were reported.

Business exposure, strategy and risks

Substantially all revenue and accounts receivable are tied to Tesla, making results and cash flows sensitive to its production schedules, pricing, collections, quality requirements and program decisions. Receivables are typically collected in about 30 days; suppliers are generally paid in 30–60 days. Related parties, including SAC’s South Korean parent and affiliates, supply a significant portion of raw materials. Typical safety stock is about four weeks for affiliated overseas CKD materials, 10–12 days for U.S.- or Canadian-sourced raw materials, and 2.5–3.5 days for finished goods.

Tesla notified SAC in April 2026 that it planned to discontinue Model S and Model X; production was substantially completed by May. Those programs represented 1.2% of FY2026 revenue, versus 0.9% in FY2025 and 1.5% in FY2024. SAC recorded an approximately $0.3 million inventory allowance, primarily for affected program inventory, but no related equipment impairment because the equipment remained usable for other programs. It believes the capacity may be available for other production. SAC also recorded about $4.1 million of tariff-related receivables at June 30, 2026; recovery depends partly on the customs process and Tesla’s importer-of-record/license framework.

SAC’s capabilities include high-strength-steel hot stamping, laser trimming, tailor-welded blanks, robotic welding and assembly. Strategy includes pursuing battery enclosures and other EV structural work, developing higher-level subassemblies and adjacent components, and using engineering collaboration and automation to manage costs. Opportunities are tempered by uncertain EV adoption, customer concentration, steel and aluminum price volatility, tariffs and limited pass-through ability, and potential demand changes from gigacasting, platform consolidation and other technology shifts. IRA sourcing rules, USMCA content requirements, trade policy and workplace-safety compliance may also affect costs or demand.

A pre-IPO raise issued 1,038,461 common shares for $9.0 million cash. A planned non-cash pro rata capitalization adds 3,211,539 shares, taking shares outstanding from 10,038,461 at June 30, 2026 to 13,250,000 before the offering; it does not change relative ownership or total equity and creates no compensation expense. Management described the controls covering inventory, leases, fixed assets, revenue recognition and journal entries; the summarized discussion provides no conclusion on control effectiveness or any material weakness.

Industry overview

Market size and demand

The aftermarket is supported by an average U.S. vehicle age of 12.5 years and is described as more defensive than demand for new vehicles. Overall automotive demand remains cyclical and sensitive to economic conditions and interest rates.

Electrification and technology transition

Demand is shifting toward batteries, power electronics, electric motors, thermal management, and software and electronics, while ICE-focused products face structural decline. EV programs may initially carry lower margins because of upfront investment and the time required to scale production. Uncertainty around EV adoption and competing technology pathways—including power-module and voltage architectures—creates risks of underinvestment or obsolescence.

Regionalization, regulation, and supply chains

More than $128B of EV battery manufacturing investment has been announced in the U.S., with capacity clustering around the emerging Battery Belt and OEM sites. IRA sourcing requirements, USMCA’s 75% regional value-content rule, CAFE standards targeting 49 mpg for model year 2026, and semiconductor incentives under the CHIPS and Science Act favor localized, traceable supply chains. Suppliers face increasing pressure to document sourcing and satisfy safety and quality requirements.

Industry economics and competition

Tier 1 suppliers’ R&D intensity reflects their systems-integration responsibilities. The filing also cites a 45–60-day working-capital cycle for Tier 1 suppliers. These are industry benchmarks, not company-specific results.

The U.S. market is concentrated: the 50 largest firms generate more than half of industry revenue. Tier 1 suppliers compete on systems integration, technology, program management, cost, and delivery. OEM qualification cycles may take 2–3 years, and OEMs’ shift toward fewer, larger system awards may favor capable integrators.

Strategic priorities include moving portfolios toward electrification, developing software capabilities, locating operations near customers, increasing automation, and improving sub-tier visibility and dual sourcing. Potential growth routes include EV platform wins, cross-selling integrated systems, and acquisitions to fill technology gaps; suppliers may also divest non-core ICE businesses.

Principal risks

Industry beta is cited at 1.4–1.8, reflecting material cyclicality. Customer and platform concentration can be significant: a single vehicle platform may represent 10–20% of a supplier’s revenue, so losing a major program or renewal can materially affect results. New platform development may require $50–100M or more in upfront engineering investment, with recovery dependent on successful launches and production volumes.

Other exposures include raw-material price volatility, labor challenges, warranty and product-liability obligations across vehicle populations, semiconductor and other supply disruptions, and margin pressure during EV ramp-up. Failure to adapt product portfolios and capabilities to changing technologies and customer requirements risks further margin compression and product obsolescence.

Business overview and results

Founded in 2016, the company manufactures structural body and chassis components, primarily for Tesla. Its revenue and operations are highly dependent on Tesla’s production volumes, vehicle-platform mix, and purchasing decisions.

Revenue declined approximately 13.2% year over year. Model 3 Highland and Model Y together accounted for approximately 98.5% of FY2026 revenue, compared with 98.8% in FY2025, creating significant customer and platform concentration risk. The company reports 77 products supporting Tesla’s Model 3, Model Y, Model S, and Model X; 47 products (approximately 61%) relate to Model 3 Highland. Approximately 66% of items are manufactured at U.S. facilities, while the balance are CKD components handled through supply-chain and logistics arrangements. Tesla represents substantially all revenue; the filing also reports Simwon NA sales of approximately $21.3M, or 1.6%, for the stated three-year period, with other affiliate sales below 0.2%.

Manufacturing, capacity, and growth plans

The company’s Lathrop, California campus covers approximately 565,230 square feet and has designed annual capacity of approximately 600,000 car sets. Reported capacity and utilization are:

The company typically has a production lead time of about two weeks, depending on product complexity. Its 166-robot fleet supports processes including hot press forming (HPF), cold stamping, laser cutting, and robotic welding. HPF heats and rapidly quenches boron steel to produce strong, lightweight safety components; the company says its one-piece Model Y Door Ring replaces 10–15 traditional parts. Its products include stamped and welded body, chassis, seat, and suspension components, with battery-enclosure components among emerging opportunities.

The company plans to expand beyond Tesla and pursue programs with other established and emerging OEMs. It is considering an East Coast U.S. subsidiary by the end of 2026 and evaluating opportunities in Canada and Mexico. It expects anticipated full-scale robotaxi production in 2026 and next-generation vehicle platforms could create demand, but these opportunities depend on program awards and production ramps. Growth may require additional capacity, equipment investment, and operational scaling; expansion plans carry the risk of uncertain demand and underutilized capacity.

Operational initiatives include upgrading Building #1 as a “Smart Factory,” with automated material handling, robot-software improvements, inline quality inspection, and process changes intended to reduce bottlenecks, errors, cycle times, and unit costs. The production technology team is also optimizing motion paths and welding sequences across more than 60 welding robots. The company is developing U.S.-based engineering and R&D capabilities, including a standalone structure for earlier OEM discussions and faster product changeovers; it historically relied on its parent for mold design and engineering support.

Customer, supplier, and contractual exposure

Tesla supply terms require compliance with purchase-order delivery, quantity, and quality requirements. Unilateral price increases are prohibited, purchase-price variances require prior written approval, and the company bears required production investments. Agreements cover production and service parts, including a 20-year subsequent service period, and automatically renew unless either party gives 12 months’ prior notice of non-renewal. These terms make investment recovery and production commitments important risks.

For July 1, 2024–June 30, 2025, the top five suppliers represented approximately 99.2% of purchases. Related-party purchases increased to 61.6% in FY2026 from 55% in FY2025. The filing gives inconsistent FY2026 figures for Supplier A—26.2% of procurement (approximately $75.1M) in one passage and 32.89% (approximately $71.5M) in another. The company describes possible customer-negotiated steel pricing or pass-through arrangements, but the disclosed alternatives do not clarify which applies, leaving potential commodity-price exposure.

Facilities, people, and other risks

The company owns no real estate and leases Lathrop facilities, including manufacturing, warehouse, distribution, and office space. Lease terms include the 400 D’Arcy Parkway site through May 22, 2027; Murphy Parkway spaces through July 31, 2036; and 619 Tesla Drive through July 31, 2027. Concentrating operations in leased facilities exposes the business to renewal and continuity risks. As of the prospectus date, it had approximately 54 employees and approximately 256 staffing workers; no employees were union-represented.

Property and business-interruption coverage for the primary facility includes approximately $26.6M of replacement-cost coverage and approximately $10.3M for lost net income and continuing expenses. Earth movement/earthquake and flood are excluded. The company also faces changing environmental, hazardous-material, export-control, sanctions, customs, and duties requirements, with potential remediation liabilities, penalties, delays, and restrictions.

The company owns no significant patents, trademarks, or copyrights and principally protects know-how through confidentiality and invention-assignment agreements. Its affiliate trademark license, which carried a quarterly royalty of 0.25% of sales revenue after internal trading deductions, and its parent’s technical license both ended without renewal after December 31, 2025. FY2026 technical royalty expense therefore reflects amounts incurred only through that date; the company says it had developed sufficient internal capabilities to reduce its reliance on parent support.

Finally, the company is a defendant in a wage-and-hour class action concerning meal-period compliance for temporary warehouse employees and alleged joint-employer responsibility. The parties reached a tentative settlement of approximately $1.2M, of which the company expects to pay approximately $0.6M, subject to court approval; payment is expected in late 2026 or early 2027. No liability was recorded as of June 30, 2026 or June 30, 2025.

Governance and control

Following the offering, parent Simwon Tech Inc. is expected to hold approximately 80.54% of voting power, assuming the underwriters do not exercise their over-allotment option. The company will therefore be a Nasdaq “controlled company.” It says it does not currently intend to rely on controlled-company exemptions from requirements such as a majority-independent board and fully independent compensation and nominating committees, but it may do so in the future. Continued parent control and the possibility of reduced governance protections are key governance considerations.

The expected five-member board comprises CEO/CFO Youngseok Park, executive director Jiyoun Lee, and three independent director nominees—Terence Mak, Seokho Lee, and Martin Chan Yui Kwan—who are expected to join when the registration statement becomes effective. Park also serves as secretary; Lee holds a senior global supply-management role at Simwon Tech. The company considers the three nominees independent under Nasdaq and SEC standards.

The three independent nominees are expected to comprise the audit, compensation, and nominating/governance committees. Mak will chair the audit committee and is designated an audit committee financial expert; Seokho Lee will chair compensation, and Martin will chair nominating/governance. The audit committee oversees financial reporting and controls, auditor independence, related-party transactions, and risk reporting. The company has adopted governance guidelines, a code of conduct, insider-trading procedures, and a clawback policy covering incentive compensation affected by accounting restatements.

Compensation and equity incentives

Historical compensation for Park and Lee for fiscal years ended June 30 was:

Park received no bonus or other compensation in those years. Bonuses are discretionary and are not paid under a bonus plan. Employment agreements effective at the offering’s closing provide annual base salaries of $176,000 for Park and $30,000 for Lee; these agreement salaries are separate from the historical compensation figures above. Either party may terminate an agreement on 30 days’ notice or equivalent pay, and both agreements include a 12-month post-employment noncompetition restriction.

Independent directors will receive monthly cash fees of $2,500 each for Seokho Lee and Martin, and $3,000 for Mak. Directors may also participate in the company’s option scheme, with each director abstaining from decisions on awards to themselves.

A 2026 Stock Option Plan is to be adopted before the offering is completed. It authorizes up to 1,200,000 shares, approximately 8.28% of the 14,500,000 shares expected to be outstanding after the offering, assuming no exercise of the over-allotment option. No awards had been granted as of the prospectus date, so the authorization represents potential dilution rather than existing awards. The registration statement also covers an indeterminate number of additional shares needed to prevent dilution from stock splits, stock dividends, or similar transactions. Shares underlying awards that terminate, expire, lapse, or are repurchased do not count against the plan limit.

The plan permits options, restricted shares, restricted share units, and other awards approved by the Board or compensation committee. The Board or committee selects recipients and sets award type, size, vesting, and other terms. Non-statutory options and restricted stock may go to employees and consultants; incentive stock options are limited to employees. Option exercise prices may be fixed or tied to the Common Stock’s fair market value. Awards are generally non-transferable, subject to specified exceptions. The plan has a ten-year term unless terminated earlier; the Board may amend or terminate it, but generally may not materially adversely affect an existing award without the participant’s written consent.

Management backgrounds include automotive operations and quality, global automotive supply-chain development and OEM relationships, and the nominees’ finance, legal, cross-border transaction, and governance experience. The company reports no family relationships among its directors and officers and no reportable legal proceedings involving them during the prior 10 years.

Related-party transactions

Purchases

Related-party purchases declined for a third consecutive year. Simwon Tech remained the dominant supplier, accounting for most purchases.

Accounts payable to related parties also decreased year over year.

At June 30, 2026, the balance comprised $30.394M payable to Simwon Tech, $1.190M to Simwon North America, and $0.007M to MST Co., Ltd.

Royalties and agreements

The technical royalty rate fell to 1.07% of net sales in FY2026 from 2% in FY2025 and FY2024. The trademark royalty rate was 0.13% in FY2026, compared with 0.25% in FY2025. Technical royalties were included in cost of goods sold; trademark royalties were included in SG&A.

The technical royalty agreement with Simwon Tech covered manufacturing know-how, technical assistance, engineering, and operational support. The non-exclusive, non-transferable trademark license with MS Autotech covered use of the company name and branding. Both agreements were not renewed after December 31, 2025; the filing does not quantify the resulting future-period cost impact.

Oversight

The Audit Committee reviews and approves related-party transactions, applying a standard that their terms should be no less favorable to the company than terms available from unaffiliated parties. Transactions exceeding $120,000 require prior review and approval by the Audit Committee or, when appropriate because of a conflict, independent directors. Except as disclosed, the filing states that since July 1, 2022, no specified director, executive officer, 5%-or-more stockholder, or family member had a material interest in a qualifying transaction.

Ownership and control

As of June 30, 2026, 13.25 million common shares were outstanding before the offering; post-offering ownership calculations use 14.75 million shares. Simwon Tech Inc., wholly owned by Myoung Shin Industry, retains the same share count but has a lower ownership percentage after the offering.

Control is concentrated through a corporate ownership chain: Simwon Tech is wholly owned by Myoung Shin Industry, in which MS Autotech holds a 45.4% equity interest. Under an acting-in-concert agreement dated June 5, 2026, five MS Autotech shareholders agreed to coordinate on matters requiring shareholder approval. Lee Taekyu is deemed to collectively control 45.99% of MS Autotech’s voting power and, through the ownership chain and agreement, indirectly exercise control over Simwon Tech. The structure gives the controlling shareholder significant influence; the offering dilutes Simwon Tech’s percentage ownership without changing its share count.

Shares registered for resale

The prospectus registers 1 million shares for resale by three selling stockholders:

The company will receive no proceeds from the selling-stockholder resales. The increase from 13.25 million to 14.75 million shares in the ownership calculations also reflects shares offered by the company; this section does not specify the primary-share count or proceeds.

Material U.S. Federal Income Tax Consequences

The company does not expect to declare or pay distributions on its common stock in the foreseeable future. If it does make distributions, U.S. holders generally recognize dividend income to the extent of the company’s current or accumulated earnings and profits. Non-U.S. holders generally are subject to 30% U.S. withholding on distributions, although an applicable tax treaty may reduce that rate.

On a taxable disposition of common stock, U.S. holders generally recognize capital gain or loss. Non-U.S. holders generally are not subject to U.S. tax on disposition gains unless the gain is effectively connected with a U.S. trade or business, an individual holder meets the 183-day presence test, or the company is or has been a U.S. real property holding corporation (USRPHC). The company believes it has not been, is not, and does not anticipate becoming a USRPHC, but gives no assurance. If it were a USRPHC, the treatment could depend on whether its stock is regularly traded on an established securities market.

FATCA may impose 30% withholding on certain payments to noncompliant foreign financial institutions and non-financial foreign entities. Backup withholding may also apply in specified circumstances; amounts withheld are generally creditable against tax or refundable.

This is a limited summary, not tax advice. It does not cover all investor-specific rules or all federal, state, local, or non-U.S. tax consequences. It relies on tax authorities that may change or be interpreted differently, potentially retroactively. The company has not requested an IRS ruling, and the IRS may disagree with its conclusions.

Capitalization and common stock

The board may issue up to 5,000,000 shares of preferred stock without further stockholder approval and may set the voting, dividend, liquidation and other rights of each series. It may also issue authorized but unissued common or preferred shares for capital raising, acquisitions or employee plans. Such issuances could dilute existing holders and make a change of control more difficult.

Each common share carries one vote. Common stockholders may receive dividends if declared, subject to any preferred-stock preferences, and share pro rata in residual assets after liabilities and preferred liquidation preferences. Common shares have no preemptive, conversion, redemption or sinking-fund rights.

Governance and control considerations

The company’s governing documents and California law include provisions that may delay, deter or prevent control transactions, including offers that might provide stockholders a premium. The board may expand its size and fill resulting vacancies; advance-notice requirements apply to director nominations and stockholder proposals; and the board may amend most bylaws without stockholder approval. Holders of at least 10% of the votes may request a special meeting, subject to procedural requirements.

California provisions may require a fairness opinion for certain offers by an “interested party,” restrict certain mergers and related-party asset dispositions, and require heightened approvals or a determination of fairness by the DFPI for specified transactions. These provisions may constrain unsolicited bids and minority-stockholder cash-outs.

Listing

The company applied to list its common stock on the Nasdaq Global Market under ticker SWA; the filing describes an application, not a completed listing.

Shares Eligible for Future Sale

Assuming the underwriters’ option is not exercised, 14.75 million common shares are expected to be outstanding after the offering. This includes 1.2 million shares potentially issuable upon exercise of outstanding employee options; 12.25 million existing shares are restricted securities. Before the offering, no public market existed for the shares, and the company’s listing on Nasdaq under “SWA” is not assured.

All pre-offering shares are restricted and generally may be sold publicly only under an effective registration statement or an applicable exemption. Under Rule 144, affiliate sales are limited in any three-month period to the greater of 1% of then-outstanding shares or the average weekly Nasdaq trading volume over the preceding four weeks. Affiliate sales are also subject to a six-month holding period and other conditions. Qualifying non-affiliates generally may sell after six months, subject to reporting and public-information requirements. Certain compensatory-plan shares may be eligible for resale under Rule 701 90 days after the registration statement becomes effective, but remain subject to lock-ups.

As soon as practicable after the offering, the company intends to file Form S-8 registration statements for shares reserved under its 2026 Stock Option Agreement and for non-plan awards, if Form S-8 is available. Shares registered on Form S-8 may generally become eligible for market sale beginning 90 days after the prospectus date, subject to affiliate volume limits, vesting conditions, and contractual restrictions.

These potential unlocks, together with shares that could be issued through option or warrant exercises, may substantially increase the supply of shares available for sale. The resulting market overhang could pressure the share price and impair the company’s ability to raise equity capital. Lock-up terms are discussed elsewhere in the filing.

Underwriting and offering terms

The firm-commitment offering covers 2,500,000 common shares at an assumed IPO price of $20.00 per share, for $50.0 million of gross proceeds: 1,500,000 newly issued shares from the company and 1,000,000 shares sold by existing stockholders. The company’s proceeds are reduced by underwriting discounts and other offering expenses; proceeds from the secondary shares go to the selling stockholders, not the company.

The underwriter has a 45-day option to purchase up to 375,000 additional newly issued shares. Underwriting discounts and commissions are $3.5 million without the option and $4.025 million with full exercise. The company also agreed to reimburse up to $350,000 of accountable underwriter expenses if the offering closes, or up to $150,000 if it does not close, and to pay a non-accountable expense fee equal to 1.5% of the actual offering amount. These costs reduce the company’s net proceeds.

The stated underwriting discount schedule is 7% for offerings up to $50 million and 8% above $50 million. However, the illustrative full-option terms show a $4.025 million discount on $57.5 million of gross proceeds, equivalent to 7%; the stated tier and full-option illustration therefore appear inconsistent.

Potential dilution and other underwriting terms

At closing, the company will issue the underwriter or its designees a warrant covering 5% of the shares sold in the offering, including any over-allotment shares: 125,000 shares in the base offering or 143,750 shares with full exercise. The warrant has an exercise price of $24.00 per share (120% of the assumed IPO price), is exercisable for five years, and permits cashless exercise, creating potential future dilution. The warrant and underlying shares are subject to a 180-day transfer and hedging restriction.

The company, its directors and officers, and existing stockholders agreed to 180-day post-closing lock-ups, subject to exceptions and the underwriter’s ability to waive them. The 1,000,000 shares sold by selling stockholders in the offering are excluded from these lock-ups. The company also granted the underwriter an irrevocable right of first refusal, for one year after execution of the underwriting agreement, to act as lead investment banker, book-runner and/or placement agent for future equity and equity-linked financings involving the company, its subsidiaries or successors. The company agreed to indemnify the underwriter against certain liabilities.

International distribution is limited to specified exemptions and eligible investor categories; the prospectus does not constitute a public offer in the listed foreign jurisdictions.

Legal matters. Concord & Sage PC will pass upon the validity of the common shares offered by the prospectus for the company. Sichenzia Ross Ference Carmel LLP will pass upon certain legal matters related to the offering for the underwriter.

Experts

The prospectus includes financial statements as of June 30, 2026, 2025, and 2024, and for each of the three fiscal years ended June 30, 2026. Their inclusion relies on the report of TAAD LLP, an independent registered public accounting firm, and on the firm’s authority as experts in accounting and auditing.

This section reports no financial metrics, business developments, or risks.

The prospectus forms part of the company’s Form S-1 registration statement but does not contain all information included in the registration statement and its exhibits. Descriptions of contracts and other documents are qualified in their entirety by reference to the filed documents.

The registration statement and the company’s subsequent SEC filings may be reviewed at www.sec.gov. Following the offering, the company expects to become subject to the Exchange Act’s reporting requirements and to file reports, proxy statements, and other information with the SEC.

Simwon America Corp. — FY2026 (year ended June 30, 2026)

Results

Revenue fell 13.2%, but gross profit rose 14.1% and operating income increased 40.7%. Gross margin improved to 10.6% from 8.1%, and operating margin to 5.9% from 3.6%. Lower product costs and SG&A supported the margin improvement despite reduced sales. SG&A fell mainly because facility expenses declined to $7.420M from $9.159M and payroll and benefits to $4.674M from $5.472M; professional fees increased to $1.248M from $0.203M.

Other income increased to $2.017M from $0.571M, including interest income of $0.989M from $0.714M, interest expense of $0.796M from $1.527M, and miscellaneous gains of $1.824M from $1.384M. Miscellaneous gains include items such as property disposals, insurance recoveries, settlements and scrap sales.

Cash flow and balance sheet

Operating cash flow benefited from working-capital reductions, notably a $12.504M inventory decrease and a $6.867M accounts-receivable decrease. Financing cash flow included $8.601M of net proceeds from issuing 1.038M shares, partly offset by $5.469M of equipment-financing repayments.

Shares outstanding increased from 9.000M at the start of FY2026 to 10.038M at year-end. The company issued 1,038,461 shares in a pre-IPO raise for $9.0M gross proceeds; $399,500 of issuance costs reduced additional paid-in capital. Cash and restricted cash rose substantially, but $5.0M of restricted cash was added to collateralize importer-bond requirements related to increased tariff-driven imports; another $2.085M secures a lease letter of credit.

Inventory fell 45.1%, primarily as CKD/raw materials declined to $12.897M from $26.376M; finished goods increased to $3.117M from $2.153M. FY2026 inventory write-downs were $0.322M, primarily for discontinued MS/MX inventory, versus zero in FY2025. The ending obsolete-inventory allowance was approximately $0.770M, compared with $0.781M a year earlier. Gross PP&E rose to $92.736M from $88.585M, while accumulated depreciation increased to $33.719M from $25.691M; depreciation expense was $8.454M versus $7.402M. Construction in progress grew to $6.615M from $4.374M, and no long-lived-asset impairment was recognized.

Concentration, funding and other risks

Substantially all revenue comes from Tesla, which accounted for 99.02% of FY2026 revenue versus 99.49% in FY2025. Tesla represented 79.22% of receivables versus 97.0%; the change reflected higher related-party receivables rather than a meaningful reduction in customer concentration. The company reported no expected-credit-loss allowance at either year-end, citing Tesla’s payment history, but the customer concentration remains a material risk. Pricing is negotiated twice annually, with potential quality, scrap and packaging chargebacks; no retroactive price adjustments were reported in either year.

Parent Simwon Tech owned approximately 89.65% of the company at June 30, 2026. Related-party purchases were $150.042M versus $205.254M, increasing as a share of total purchases to 61.6% from 55.0%. Related-party accounts payable was $31.591M versus $36.285M. Technical and trademark royalty agreements ended after December 31, 2025: technical royalty expense was $3.456M versus $7.435M, and trademark expense was $0.433M versus $0.844M.

The $9.0M Export-Import Bank of Korea working-capital facility remained outstanding at both year-ends, bears variable interest based on three-month SOFR plus a margin, and is annually renewable. Equipment financing was fully repaid in FY2026. The $15.0M Bank of Hope revolver was undrawn at year-end, renewed after year-end through September 14, 2027, secured by substantially all assets, and subject to financial covenants that the company met. FY2026 customs duties included approximately $4.1M of tariff-related receivables recoverable through the U.S. Customs PSC process, with the corresponding amount reducing cost of goods sold.

Operating and finance lease liabilities were $17.742M and $0.527M, respectively, at year-end. Total undiscounted lease payments were $22.967M, less $4.698M of imputed interest. A wage-and-hour class-action settlement of approximately $1.2M was subject to final court approval; the company accrued its agreed half, approximately $0.6M, with funding expected in early 2027. Income tax expense was $4.130M versus $2.835M, with an effective tax rate of 19.6% versus 20.1%. The auditor issued an unqualified opinion on the financial statements but was not engaged to audit internal control over financial reporting.

Simwon America Corp. — FY2025 financial statements

Fiscal years ended June 30; dollar amounts in millions unless noted.

Simwon America Corp. (SAC), a wholly owned subsidiary of Simwon Tech, manufactures precision automotive structural components in the U.S. It reports one operating segment. Substantially all revenue comes from Tesla, leaving SAC exposed to one customer’s production volumes, pricing, quality requirements and collection patterns.

Consolidated results

Revenue declined 9.7% year over year, while gross profit fell 14.3% and operating income fell 26.3%; gross margin contracted to 8.1% from 8.5%. Net income declined 17.8%. Basic and diluted EPS were identical, with no potentially dilutive securities outstanding.

A temporary customer packaging-material arrangement contributed approximately $2.7 million of FY2024 revenue and ended in the first half of that year. SAC recognizes component revenue when Tesla receives deliveries at its facility under DAP terms. It generally reports sales gross as principal, but records certain steel-coil pass-through sales net when it does not control the goods or bear inventory risk. Pricing is negotiated twice yearly; variable consideration includes quality, scrap and packaging chargebacks.

Balance sheet

Restricted cash secures a standby letter of credit for the Plant 2 operating lease and is unavailable for general operations. Inventory write-downs were zero in FY2025, versus $0.781 million in FY2024. Gross PP&E increased to $88.585 million from $80.880 million; construction in progress declined to $4.374 million from $20.172 million as machinery rose to $55.642 million from $39.138 million. Depreciation expense was $7.402 million versus $5.711 million.

Cash flow and capital spending

Operating cash flow weakened sharply: receivables used $13.427 million of cash, compared with a $12.598 million source in FY2024. Accounts payable provided $8.717 million, versus a $9.175 million use; related-party payables used $7.520 million, versus $5.412 million. Equipment-financing repayments were $8.255 million versus $3.351 million. Cash paid for interest was $1.831 million versus $2.277 million. Shares outstanding were 9.0 million at both the beginning and end of each fiscal year.

The company corrected an immaterial cash-flow presentation error that had excluded $2.0854 million of restricted cash from beginning and ending cash totals. The revised combined cash balances are shown above; the correction did not change operating, investing or financing cash flows, net income, financial position or equity.

Funding, related parties and risk

FY2025 debt carrying amounts totaled $14.469 million, comprising a $9.000 million current working-capital loan and $5.469 million of current equipment-financing debt; FY2024 total debt was $13.724 million. The remaining equipment loan was repaid after year-end. The $9.000 million Export–Import Bank of Korea loan bears a variable rate based on three-month SOFR plus a lender margin, is renewable annually and is classified current. SAC had no borrowings under its $15.0 million asset-secured Bank of Hope revolver at either year-end; it matures September 14, 2026, and the company was covenant-compliant at June 30, 2025.

Related-party accounts payable was $36.285 million, down from $43.805 million. Related-party purchases were $205.254 million, or approximately 55.0% of total purchases, compared with $269.516 million, or 55.3%, in FY2024. Royalties to Simwon Tech were $7.435 million versus $8.204 million, at 2.00% of net sales; FY2025 trademark expense to MS Autotech was $0.844 million, with none reported in FY2024. Tesla accounted for 97.0% of receivables at year-end, versus 99.7% a year earlier. Despite the concentration, management cited Tesla’s payment history and recorded no expected-credit-loss allowance in either year. Affiliate suppliers in South Korea also provided approximately 55% of purchases in both years.

Total lease liabilities were $21.428 million at June 30, 2025 ($20.675 million operating and $0.753 million finance), compared with $23.317 million and $0.962 million, respectively, in 2024. FY2025 lease cost was $5.129 million versus $5.086 million. Undiscounted lease payments were $27.226 million, including $5.798 million of imputed interest; $12.822 million of operating payments fall after 2030. The asset-retirement obligation rose to $2.743 million from $2.488 million, entirely from $0.255 million of accretion.

Production and inventory are closely tied to customer schedules; program cancellations or engineering changes could leave inventory unusable. No long-lived-asset impairment charge was recorded in FY2025 or FY2024. Subsequent public reports suggested Tesla might discontinue Model S and Model X, but as of the filing date Tesla had given no formal notice and production and purchase orders continued. SAC said these models represented a limited portion of sales and related equipment was generally transferable to other programs; it continued to monitor the situation.

At June 30, 2025, the company was in settlement discussions over certain legal and regulatory matters whose outcomes could not be reasonably estimated. A wage-and-hour class action involving temporary warehouse workers had a tentative $1.2 million settlement, of which SAC expected to pay approximately $0.6 million; court approval remained outstanding, payment was expected in late 2026 or early 2027, and no liability was recorded at year-end. No material non-cancellable purchase commitments existed.

On December 8, 2025, SAC issued 1,038,461 common shares at $8.67 per share in a pre-IPO capital raise, receiving $9.0 million. The preliminary prospectus also described an offering of 1.5 million newly issued shares and 1.0 million shares from selling stockholders; pricing and date were not specified. Subsequent events were evaluated through March 31, 2026. The financial statements received an unqualified U.S. GAAP audit opinion; the auditor was not engaged to audit internal control and expressed no opinion on it.