Form Schedule 13G

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Earlyworks Co., Ltd.
(Name of Issuer)
American Depositary Shares, each representing 5 Ordinary Shares, no par value per share
(Title of Class of Securities)
27030F202
(CUSIP Number)
10/10/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No. 27030F202
1
Names of Reporting Persons
Eadwacer Holdings, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3 Sec Use Only
4
Citizenship or Place of Organization
SOUTH CAROLINA
Number of
Shares
5 Sole Voting Power
Beneficially
Owned by
Each
Reporting
Person
With:
0.00
6
Shared Voting Power
1,201,920.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive
Power
1,201,920.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,201,920.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The amounts listed in rows 6, 8 and 9 represent ordinary shares, no par value per
share, of the issuer (''Ordinary Shares''), which are represented by American Depositary Shares of the issuer (''ADSs''), and, as
more fully described in Item 4 of this Statement on Schedule 13G (this ''Schedule 13G''), such amounts and the percentage in row
11 are based on 15,252,852 Ordinary Shares outstanding as of the date of this Schedule 13G, as verified with the issuer, and (i)
pre-funded warrants to purchase up to 120,192 ADSs, representing 600,960 Ordinary Shares (the ''Pre-Funded Warrants''), and
(ii) ordinary warrants to purchase up to 120,192 ADSs, representing 600,960 Ordinary Shares (the ''Warrants''). Each ADS
represents five Ordinary Shares. The reporting person entered into a securities purchase agreement with the issuer on October 10,
2025 (the ''Purchase Agreement''), pursuant to which it purchased the Pre-Funded Warrants and Warrants, exercises of which are
in each case subject to a 9.99% beneficial ownership limitation provision (the ''Blocker'').
SCHEDULE 13G
CUSIP No. 27030F202
1
Names of Reporting Persons
Christopher Finn
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3 Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,201,920.00
7
Sole Dispositive Power
0.00
8 Shared Dispositive
Power
1,201,920.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,201,920.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.3 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The amounts listed in rows 6, 8 and 9 reflect Ordinary Shares represented by ADSs
and, as more fully described in Item 4 of this Schedule 13G, such amounts and the percentage in row 11 are based on 15,252,852
Ordinary Shares outstanding as of the date of this Schedule 13G, as verified with the issuer, and (i) the Pre-Funded Warrants to
purchase up to 120,192 ADSs, representing 600,960 Ordinary Shares, and (ii) Warrants to purchase up to 120,192 ADSs,
representing 600,960 Ordinary Shares, indirectly held by the reporting person in connection with the transactions contemplated
by the Purchase Agreement, exercises of which are each subject to the Blocker. Each ADS represents five Ordinary Shares.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Earlyworks Co., Ltd.
(b)
Address of issuer's principal executive offices:
5-7-11, Ueno, Taito-ku, Tokyo, Japan 110-0005
Item 2.
(a)
Name of person filing:
(i) Eadwacer Holdings, LLC, a [South Carolina] limited liability company ("Eadwacer"); and (ii) Christopher Finn
("Mr. Finn"). The foregoing persons are hereinafter collectively referred to as the "Reporting Persons". Any
disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after
making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of
which is filed as Exhibit 1 to this Schedule 13G, pursuant to which such Reporting Persons have agreed to file this
Schedule 13G and all subsequent amendments to the Schedule 13G jointly in accordance with the provisions of Rule
13d-1(k) of the Act. The filing of this Schedule 13G should not be construed in and of itself as an admission by any
Reporting Person as to beneficial ownership of the Ordinary Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 26 New Street, Charleston, SC 29401.
(c)
Citizenship:
Eadwacer is a limited liability company organized under the laws of the State of [South Carolina]. Mr. Finn is a
citizen of the United States.
(d)
Title of class of securities:
American Depositary Shares, each representing 5 Ordinary Shares, no par value per share
(e)
CUSIP No.:
27030F202
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f) An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g) A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in
accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k) Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4. Ownership
(a)
Amount beneficially owned:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11
of the cover pages to this Schedule 13G and is incorporated herein by reference for each such Reporting Person. The
share amounts and ownership percentages reported are based on 15,252,852 Ordinary Shares outstanding as of the
date of this Schedule 13G, as verified with the issuer. Eadwacer holds (i) Pre-Funded Warrants to purchase up to
120,192 ADSs, representing 600,960 Ordinary Shares and (ii) Warrants to purchase up to 120,192 ADSs,
representing 600,960 Ordinary Shares. Consequently, Eadwacer is the beneficial owner of 1,201,920 Ordinary Shares
(the "Shares"). Eadwacer has the power to dispose of and the power to vote the Shares beneficially owned by it,
which power may be exercised by its manager, Mr. Finn. Mr. Finn does not directly own the Shares. By reason of the
provisions of Rule 13d-3 of the Act, Mr. Finn may be deemed to beneficially own the Shares which are beneficially
owned by Eadwacer.
(b)
Percent of class:
7.3% %
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(A) Eadwacer: 0.00 (B) Mr. Finn: 0.00
(ii) Shared power to vote or to direct the vote:
(A) Eadwacer: 1,201,920.00 (B) Mr. Finn: 1,201,920.00
(iii) Sole power to dispose or to direct the disposition of:
(A) Eadwacer: 0.00 (B) Mr. Finn: 0.00
(iv) Shared power to dispose or to direct the disposition of:
(A) Eadwacer: 1,201,920.00 (B) Mr. Finn: 1,201,920.00
Item 5. Ownership of 5 Percent or Less of a Class.
Item 6. Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a participant in any transaction having
that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Eadwacer Holdings, LLC
Signature: /s/ Eadwacer Holdings, LLC
Name/Title: Christopher Finn, Manager
Date: 10/20/2025
Christopher Finn
Signature: /s/ Christopher Finn
Name/Title: Christopher Finn
Date: 10/20/2025
Comments accompanying signature: See Exhibit 1 filed herewith.
Exhibit Information
See Exhibit 1 filed herewith.
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. The undersigned hereby further
agree that this Joint Filing Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original,
but all of which counterparts shall together constitute one and the same instrument.
Date: October 20, 2025 EADWACER HOLDINGS, LLC
By: /s/ Christopher Finn
Name: Christopher Finn
Title: Manager
/s/ Christopher Finn
Christopher Finn