Form UPLOAD

United States securities and exchange commission logo
January 11, 2023
Akihisa Nagasaka
Chief Financial Officer
Earlyworks Co., Ltd.
5-7-11, Ueno, Taito-ku
Tokyo, Japan 110-0005
Re: Earlyworks Co., Ltd.
Registration Statement on Form F-1
Filed December 30, 2022
File No. 333-269068
Dear Akihisa Nagasaka:
We have reviewed your registration statement and have the following comment. In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form F-1 filed December 30, 2022
Exhibits
1. We note that WWC, P.C. did not consent to the reference to the firm as experts as
disclosed on page 125. Please have your audit firm revise exhibit 23.1 to state, if true, that
they consent to the reference to the firm as “experts” in the registration statement.
FirstName LastNameAkihisa Nagasaka
Comapany NameEarlyworks Co., Ltd.
January 11, 2023 Page 2
FirstName LastName
Akihisa Nagasaka
Earlyworks Co., Ltd.
January 11, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Dave Edgar, Senior Staff Accountant, at (202) 551-3459 or Christine
Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding comments on
the financial statements and related matters. Please contact Alexandra Barone, Staff Attorney,
at (202) 551-8816 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Ying Li