Form UPLOAD

United States securities and exchange commission logo
June 13, 2023
Akihisa Nagasaka
Chief Financial Officer
Earlyworks Co., Ltd.
5-7-11, Ueno, Taito-ku
Tokyo, Japan 110-0005
Re: Earlyworks Co., Ltd.
Amendment No. 3 to Registration Statement on Form F-1
Filed June 5, 2023
File No. 333-269068
Dear Akihisa Nagasaka:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, 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 comments apply 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 these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our May 30, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-1 filed June 5, 2023
Capitalization, page 35
1. We note your revisions to the amounts disclosed for accumulated deficit, total
stockholders' deficit and total capitalization in the "actual" column. Please further revise
the amounts disclosed for these line-items in the "as adjusted" columns to equal the actual
balances, as adjusted for the issuance of ordinary shares in the offering, with and without
the exercise of the underwriter's over-allotment option.
FirstName LastNameAkihisa Nagasaka
Comapany NameEarlyworks Co., Ltd.
June 13, 2023 Page 2
FirstName LastName
Akihisa Nagasaka
Earlyworks Co., Ltd.
June 13, 2023
Page 2
Dilution, page 37
2. We note your revised disclosures in response to prior comment 1. Revise the amounts
disclosed for "as adjusted" net tangible book value to equal net tangible book value, as
adjusted for the issuance of ordinary shares in the offering, with and without the exercise
of the underwriter's over-allotment option consistent with the comment above and make
conforming revisions to the amounts reported on a per share basis. Also, please revise to
remove deferred offering costs from the net tangible book value amounts.
General
3. Please disclose the natural persons who hold dispositive and/or voting power of the shares
being offered by entities, including MBK Co., Ltd., Bullet Group Inc. and Kyowa
Corporation.
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