Correspondence 0001193125-23-007325 from Earlyworks Co., Ltd. (ELWS) (CIK 0001944399) (PDC)
Earlyworks Co., Ltd. (ELWS) (CIK 0001944399)
Date: Jan. 12, 2023 · CIK: 0001944399 · Accession: 0001193125-23-007325
AI Filing Summary & Sentiment
File numbers found in text: 333-269068
Referenced dates: January 11, 2023
Letter
VIA EDGAR Division of Corporation Finance Office of Technology Earlyworks Co., Ltd. Registration Statement on Form F-1 Filed December 30, 2022 File No. 333-269068
Dear Ms. Woo and Ms. Barone:
Earlyworks Co., Ltd. (the “Company,” “we,” “us,” or “our company”) hereby transmits its response to the letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated January 11, 2023 regarding its Registration Statement on Form F-1 filed on December 30, 2022. Amendment No. 1 to the Registration Statement on Form F-1 (“Amendment No. 1”) is being filed simultaneously with this response letter.
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.
Response: In response to the Staff’s comment, our audit firm WWC, P.C. has revised exhibit 23.1 to state that they consent to the reference to the firm as “experts” in the registration statement. The revised exhibit 23.1 is filed with Amendment No.1.
We duly noted that the company and its management are responsible for the accuracy and adequacy of the disclosures, notwithstanding any review, comments, action or absence of action by the Staff.
We thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com or by telephone at 212-530-2206.
Very truly yours,
/s/ Akihisa Nagasaka
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CORRESP 1 filename1.htm CORRESP Earlyworks Co., Ltd. January 12, 2023 VIA EDGAR Jan Woo Alexandra Barone U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Mail Stop 4631 Washington, DC 20549 Re: Earlyworks Co., Ltd. Registration Statement on Form F-1 Filed December 30, 2022 File No. 333-269068 Dear Ms. Woo and Ms. Barone: Earlyworks Co., Ltd. (the “Company,” “we,” “us,” or “our company”) hereby transmits its response to the letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated January 11, 2023 regarding its Registration Statement on Form F-1 filed on December 30, 2022. Amendment No. 1 to the Registration Statement on Form F-1 (“Amendment No. 1”) is being filed simultaneously with this response letter. 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. Response: In response to the Staff’s comment, our audit firm WWC, P.C. has revised exhibit 23.1 to state that they consent to the reference to the firm as “experts” in the registration statement. The revised exhibit 23.1 is filed with Amendment No.1. We duly noted that the company and its management are responsible for the accuracy and adequacy of the disclosures, notwithstanding any review, comments, action or absence of action by the Staff. We thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com or by telephone at 212-530-2206. Very truly yours, /s/ Akihisa Nagasaka Akihisa Nagasaka Chief Financial Officer cc: Ying Li, Esq. Hunter Taubman Fischer & Li LLC 1