Filing 424B4

424B4 1 d400449d424b4.htm 424B4
Table of Contents
Filed pursuant to Rule 424(b)(4)
Registration No. 333-269068

PROSPECTUS DATED JULY 24, 2023

LOGO

Earlyworks Co., Ltd.

1,200,000 American Depositary Shares

Representing 1,200,000 Ordinary Shares

This is an initial public offering of American depositary shares (“ADSs”) representing our ordinary shares (“Ordinary Shares”). We are offering 1,200,000 ADSs representing 1,200,000 Ordinary Shares (the “Public Offering ADSs”). In addition, the registration statement of which this prospectus forms a part also registers on behalf of the Selling Shareholders the resale of an aggregate of 2,338,400 ADSs representing 2,338,400 Ordinary Shares (the “Shareholder ADSs”) by certain of our shareholders (the “Selling Shareholders”). The initial public offering of the Public Offering ADSs and the offering of the Shareholders ADSs are collectively referred to herein as the offering. The offering of the Public Offering ADSs is being made on a firm commitment basis. Prior to this offering, there has been no public market for ADSs or our Ordinary Shares. The initial public offering price of the Public Offering ADSs is US$5.00 per ADS.

The Shareholder ADSs may be sold at prevailing market prices, prices related to prevailing market prices or at privately negotiated prices. We will not receive any proceeds from the sale of any of the Shareholder ADSs sold by the Selling Shareholders. The offering of the Shareholder ADSs by the Selling Shareholders will terminate at the earlier of such time as all of the Shareholder ADSs have been sold pursuant to the registration statement and the date on which it is no longer necessary to maintain the registration of the Shareholder ADSs as a result of such ADSs being permitted to be offered and resold without restriction pursuant to the provisions of Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), and the offering of the Shareholder ADSs may extend for a longer period of time than the offering of the Public Offering ADSs. The Shareholder ADSs will be resold from time to time by the Selling Shareholders.

We have been approved to list the ADSs on the Nasdaq Capital Market under the symbol “ELWS.”

Investing in the ADSs involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors ” beginning on page 14 to read about factors you should consider before buying the ADSs.

We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. Please read the disclosures beginning on page 5 of this prospectus for more information.

Following the completion of this offering, Mr. Satoshi Kobayashi, our chief executive officer and representative director, will beneficially own approximately 52.35% of the aggregate voting power of our issued and outstanding Ordinary Shares assuming no exercise of the underwriters’ over-allotment option, or approximately 51.84% assuming full exercise of the underwriters’ over-allotment option, in each case, excluding 48,000 and 55,200 Ordinary Shares, respectively, underlying the Representative’s Warrants (as defined below). As such, we will be deemed a “controlled company” under Nasdaq Listing Rule 5615(c). However, even if we are deemed a “controlled company,” we do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the Nasdaq Listing Rules. See “Risk Factors” and “Management—Controlled Company.”

Per
ADS Total Without
Over-Allotment
Option Total With
Over-Allotment
Option
Initial public offering price of the Public Offering ADSs

$ 5.00 $ 6,000,000 $ 6,900,000
Underwriters’ discounts(1)(2)

$ 0.35 $ 420,000 $ 483,000
Proceeds to our Company before expenses(3)

$ 4.65 $ 5,580,000 $ 6,417,000

Continued - https://www.sec.gov/Archives/edgar/data/1944399/000119312523193285/d400449d424b4.htm