SEC Comment Letter 0000000000-23-005655 to Earlyworks Co., Ltd. (ELWS) (CIK 0001944399) (PDC)
Earlyworks Co., Ltd. (ELWS) (CIK 0001944399)
Date: May 30, 2023 · CIK: 0001944399 · Accession: 0000000000-23-005655
AI Filing Summary & Sentiment
File numbers found in text: 333-269068
Letter
United States securities and exchange commission logo May 30, 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. 2 to Registration Statement on Form F-1 Filed May 19, 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. Amendment No. 2 to Registration Statement on Form F-1 filed May 19, 2023 Capitalization, page 35 1.We note that the amounts for Accumulated deficit and Total Shareholders' Equity do not agree to the balance sheet on page F-27. We also note that the net tangible book value on page 37 appears to be inconsistent with the balance sheet. Please revise.
FirstName LastNameAkihisa Nagasaka Comapany NameEarlyworks Co., Ltd. May 30, 2023 Page 2 FirstName LastName Akihisa Nagasaka Earlyworks Co., Ltd. May 30, 2023 Page 2 Financial Statements Note 2 – Summary of significant accounting policies Convenience Translation, page F-8 2.We note that for convenience to the reader, you applied the exchange rate set forth by the Federal Reserve Board on April 30, 2022 to your annual financial statements. Please revise to apply the exchange rate as of the most recent balance sheet date included in the filing, which is October 31, 2022, or as of the most recent practicable date if materially different. Refer to Rule 3-20(b)(1) of Regulation S-X. 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 Matthew Derby, Legal Branch Chief, at (202) 551-3334 with any other questions Sincerely, Division of Corporation Finance Office of Technology cc: Ying Li
Show Raw Text
United States securities and exchange commission logo
May 30, 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. 2 to Registration Statement on Form F-1
Filed May 19, 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.
Amendment No. 2 to Registration Statement on Form F-1 filed May 19, 2023
Capitalization, page 35
1.We note that the amounts for Accumulated deficit and Total Shareholders' Equity do not
agree to the balance sheet on page F-27. We also note that the net tangible book value on
page 37 appears to be inconsistent with the balance sheet. Please revise.
FirstName LastNameAkihisa Nagasaka
Comapany NameEarlyworks Co., Ltd.
May 30, 2023 Page 2
FirstName LastName
Akihisa Nagasaka
Earlyworks Co., Ltd.
May 30, 2023
Page 2
Financial Statements
Note 2 – Summary of significant accounting policies
Convenience Translation, page F-8
2.We note that for convenience to the reader, you applied the exchange rate set forth by the
Federal Reserve Board on April 30, 2022 to your annual financial statements. Please
revise to apply the exchange rate as of the most recent balance sheet date included in the
filing, which is October 31, 2022, or as of the most recent practicable date if materially
different. Refer to Rule 3-20(b)(1) of Regulation S-X.
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 Matthew Derby, Legal Branch Chief, at (202) 551-3334 with any other
questions
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Ying Li