Form F-1/A

As filed with the U.S. Securities and Exchange Commission on June 28, 2023

Registration No. 333-269068

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO.5

TO

FORM F-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

Earlyworks Co., Ltd.

(Exact name of Registrant as specified in its charter)

Earlyworks Co., Ltd.

(Translation of Registrant’s name into English)

Japan 7371 Not Applicable
(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

5-7-11, Ueno, Taito-ku

Tokyo, Japan 110-0005

+81 03-5614-0978

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ying Li, Esq.

Guillaume de Sampigny, Esq.

Hunter Taubman Fischer & Li LLC

950 Third Avenue, 19th Floor

New York, NY 10022

(212) 530-2206

Fang Liu, Esq.

VCL Law LLP

1945 Old Gallows Road, Suite 630

Vienna, VA 22182

(703) 919-7285

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, or the Securities Act, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. 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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

This registration statement on Form F-1 (File No. 333-269068) contains disclosure that will be circulated as two separate final prospectuses, as set forth below.

•
Public offering prospectus. A prospectus (the “Public Offering Prospectus”) to be used for the public offering of 1,200,000 American depositary shares representing 1,200,000 ordinary shares of the Registrant (the “Public Offering ADSs”), based on an assumed initial public offering price of $5.00, through the underwriters named on the cover page of the Public Offering Prospectus.

•
Resale prospectus. A prospectus (the “Resale Prospectus”) to be used for the offer and potential resale by the selling shareholders identified in this registration statement (the “Selling Shareholders”) of 2,338,400 American depositary shares representing 2,338,400 ordinary shares of the Registrant (the “Shareholder ADSs”), based on an assumed initial public offering price of $5.00. The Selling Shareholders own ordinary shares of the Registrant prior to this offering, which will be converted into Shareholder ADSs effective immediately prior to the effective time of this registration statement.

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

•
it contains different outside and inside front covers and back cover pages; among other things, the identification of the underwriters and related compensation for the Public Offering ADSs will only be included in the Public Offering Prospectus and the Shareholder ADSs will be listed on the outside and inside front covers of the Resale Prospectus without identification of the underwriters and related compensation information;

•
it contains different “Offering” sections in the Prospectus Summary section relating to the offering of the Public Offering ADSs and the Shareholder ADSs, as applicable; such Offering section included in the Public Offering Prospectus will summarize the offering of the Public Offering ADSs and such Offering section included in the Resale Prospectus will summarize the offering of the Shareholder ADSs;

•
it contains different “Use of Proceeds” sections, with the Use of Proceeds section included in the Resale Prospectus only indicating that the Registrant will not receive any proceeds from the sale of the Shareholder ADSs by the Selling Shareholders that occur pursuant to this registration statement;

•
it does not contain the Capitalization and Dilution sections included in the Public Offering Prospectus;

•
a “Selling Shareholders” section is only included in the Resale Prospectus;

•
the “Underwriting” section from the Public Offering Prospectus is not included in the Resale Prospectus and the “Plan of Distribution” section is included only in the Resale Prospectus; and

•
it does not contain the Legal Matters section and does not include a reference to counsel for the underwriters.

The Registrant has included in this registration statement a set of alternate pages after the back-cover page of the Public Offering Prospectus (the “Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Selling Shareholders.

The Selling Shareholders have represented to the Registrant that they will consider selling some or all of their respective Shareholders ADSs registered pursuant to this registration statement immediately after the pricing of the public offering, as requested by the underwriters for the public offering in order to create an orderly, liquid market for the American depositary shares (“ADSs”). As a result, the sales of our ADSs registered in this registration statement will result in two offerings by the Registrant taking place concurrently or sequentially, which could affect the price and liquidity of, and demand for, our ADSs. This risk and other risks are included in “Risk Factors” in each of the Public Offering Prospectus and the Resale Prospectus.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the United States Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated June 28, 2023

PRELIMINARY PROSPECTUS

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”), based on an assumed initial public offering price of US$5.00 per ADS. 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”), based on an assumed initial public offering price of US$5.00 per ADS. 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. We expect the initial public offering price of the Public Offering ADSs to be US$5.00 per ADS.

The Shareholder ADSs being offered by the Selling Shareholders are part of and conditioned on the closing of the offering of the Public Offering ADSs. The sales price to the public of the Public Offering ADSs and the Shareholder ADSs will be fixed at the initial public offering price per Public Offering ADS until such time as our ADSs are listed on the Nasdaq Capital Market (“Nasdaq”); thereafter, 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 applied to list the ADSs on Nasdaq under the symbol “ELWS.” It is a condition to the closing of this offering that the ADSs are approved for listing on Nasdaq and there is no guarantee or assurance that ADSs will be approved for listing on Nasdaq. At this time, Nasdaq has not yet approved our application to list our ADSs.

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) and based on an assumed initial public offering price of US$5.00 per ADS. 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

$ $ $
Underwriters’ discounts(1)(2)

$ $ $
Proceeds to our Company before expenses(3)

$ $ $

(1)
Represents underwriting discounts equal to 7% per Public Offering ADS, which is the underwriting discount we have agreed to pay to underwriters with respect to Public Offering ADSs sold to investors in this offering of the Public Offering ADSs.

(2)
Does not include a non-accountable expense allowance payable to the underwriters equal to 1.0% of the gross proceeds of this offering of the Public Offering ADSs or the reimbursement of certain expenses of the underwriters. For a description of the other terms of compensation to be received by the underwriters, see “Underwriting.”

(3)
In addition to the underwriting discounts and expenses discussed above, we have agreed to issue, upon closing of this offering of the Public Offering ADSs, warrants to US Tiger Securities, Inc., as representative of the several underwriters (the “Representative”), exercisable commencing on the date of commencement of sales of securities in this offering for a period of three years, entitling the Representative to purchase up to ADSs, representing 4% of the total number of the Public Offering ADSs sold in this offering (including any ADSs sold as a result of the exercise of the underwriters’ over-allotment option) at a per Public Offering ADS price equal to $ , 125% of the initial public offering price (the “Representative’s Warrants”). The registration statement of which this prospectus is a part also covers the Representative’s Warrants and the ADSs issuable upon the exercise thereof and underlying Ordinary Shares. See “Underwriting” for additional information regarding total underwriter compensation.

The underwriters expect to deliver the Public Offering ADSs against payment in U.S. dollars in New York, New York on or about [●], 2023.

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

US Tiger Securities, Inc.

Prospectus dated [●], 2023

Continued - https://www.sec.gov/Archives/edgar/data/1944399/000119312523177132/d400449df1a.htm