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Robot Consulting Co., Ltd.

For the period ended Mar 31, 2026. Filed Jul 31, 2026.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2026 · Filed Jul 31, 2026

LAWR$3.750.0%Stored close · as of Jul 8, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31,2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from to

Commission file number:001-42740

Kabushiki Kaisha Robot Consulting

(Exact name of Registrant as specified in its charter)

Robot Consulting Co., Ltd.

(Translation of Registrant’s name into English)

Japan

(Jurisdiction of incorporation or organization)

Le Gratteciel Building 2, 6th Floor

5-22-6 Shimbashi, Minato Ward

Tokyo,105-0004, Japan

(Address of principal executive offices)

Kanato Asagarasu, Manager

Telephone:+81 3 6280 5477

Email: info@robotconsulting.net

At the address of the Company set forth above

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
American depositary shares, each representing one ordinary shareLAWRThe Nasdaq Stock Market LLC
Ordinary shares*NAThe Nasdaq Stock Market LLC
*Not for trading, but only in connection with the registration of the American depositary shares on The Nasdaq Stock Market LLC. Each American depositary share represents one common share.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:45,960,000 ordinary shares as of March 31, 2026

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Emerging growth company☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒International Financial Reporting Standards as issued by the International Accounting Standards Board ☐Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

TABLE OF CONTENTS

INTRODUCTION1
PART I3
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE3
ITEM 3.KEY INFORMATION3
ITEM 4.INFORMATION ON THE COMPANY27
ITEM 4A.UNRESOLVED STAFF COMMENTS48
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS48
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES54
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS60
ITEM 8.FINANCIAL INFORMATION60
ITEM 9.THE OFFER AND LISTING62
ITEM 10.ADDITIONAL INFORMATION63
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK76
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES76
PART II79
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES79
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS79
ITEM 15.CONTROLS AND PROCEDURES79
ITEM 16.[RESERVED]80
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT80
ITEM 16B.CODE OF ETHICS80
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES80
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES81
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS81
ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT81
ITEM 16G.CORPORATE GOVERNANCE81
ITEM 16H.MINE SAFETY DISCLOSURE82
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS82
ITEM 16J.INSIDER TRADING POLICIES82
ITEM 16K.CYBERSECURITY82
PART III83
ITEM 17.FINANCIAL STATEMENTS83
ITEM 18.FINANCIAL STATEMENTS83
ITEM 19.EXHIBITS83

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.