SecProbe.io

CORRESP
 1
 filename1.htm

 Earlyworks Co., Ltd.

 Via EDGAR

 Division of Corporation Finance

 Office of Technology

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Mr. Matt Derby

 December 2, 2025

 Re:
 Earlyworks Co., Ltd.

 Registration Statement on Form F-1 (File No. 333-291781)

 Filed November 25, 2025

 Dear Mr. Derby:

 Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Earlyworks Co., Ltd. hereby requests acceleration of effectiveness of the above referenced Registration Statement, so that
it will become effective at 4:00 p.m. ET on December 4, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Satoshi Kobayashi

 Name:
 Satoshi Kobayashi

 Title:
 Chief Executive Officer, Interim Chief Financial Officer and Representative Director

 cc:
 Ying Li, Esq.

 Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
January 3, 2024
Caspia Lin
Chief Financial Officer
Earlyworks Co., Ltd.
5-7-11, Ueno, Taito-ku
Tokyo, Japan 110-0005
Re:Earlyworks Co., Ltd.
Form 20-F for the fiscal year ended April 30, 2023
File No. 001-41752
Dear Caspia Lin:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ying Li

United States securities and exchange commission logo
December 15, 2023
Caspia Lin
Chief Financial Officer
Earlyworks Co., Ltd.
5-7-11, Ueno, Taito-ku
Tokyo, Japan 110-0005
Re:Earlyworks Co., Ltd.
Form 20-F for the fiscal year ended April 30, 2023
File No. 001-41752
Dear Caspia Lin:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
our comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the fiscal year ended April 30, 2023
Item 15. Controls and Procedures, page 56
1.Please amend your filing to include the conclusion regarding the effectiveness of the
issuer's disclosure controls and procedures. Refer to Item 15(a) of Form 20-F.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameCaspia Lin
 Comapany NameEarlyworks Co., Ltd.
 December 15, 2023 Page 2
 FirstName LastName
Caspia Lin
Earlyworks Co., Ltd.
December 15, 2023
Page 2
            Please contact Dave Edgar at 202-551-3459 or Christine Dietz at 202-551-3408 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ying Li

CORRESP
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CORRESPONDENCE

 Earlyworks Co., Ltd.

July 21, 2023

 Via EDGAR

 Alexandra Barone

 Jan Woo

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, as amended

Initially Filed on December 30, 2022

File No. 333-269068

 Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended,
Earlyworks Co., Ltd. hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the Registration Statement become effective at 12:00 p.m., Eastern Time, on July 24,
2023, or as soon thereafter as practicable.

 Very truly yours,

Earlyworks Co., Ltd.

 By:

 /s/ Satoshi Kobayashi

 Name:  Satoshi Kobayashi

Title:   Chief Executive Officer and Representative Director

CORRESP
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CORRESPONDENCE

 Earlyworks Co., Ltd.

July 21, 2023

 Via EDGAR

 Alexandra Barone

 Jan Woo

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, as amended

Initially Filed on December 30, 2022

File No. 333-269068

 Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities
Act of 1933, as amended, US Tiger Securities, Inc., as the underwriter, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 12:00 p.m., Eastern Time, on Monday,
July 24, 2023, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Act, we wish to advise you that
we have distributed as many copies of the Preliminary Prospectus dated July 14, 2023, to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied and will continue to comply with, and it has been informed or will be informed
by participating dealers that they have complied or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,

 US Tiger Securities, Inc.

 By:

 /s/ Lei Huang

 Name:

 Lei Huang

 Title:

 Chief Executive Officer

CORRESP
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CORRESP

 Earlyworks Co., Ltd.

June 20, 2023

 VIA EDGAR

Alexandra Barone

 Jan Woo

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.

Amendment No. 3 to Registration Statement on Form F-1

Filed June 5, 2023

 File
No. 333-269068

 Dear Ms. Barone and Ms. Woo:

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 June 13, 2023 regarding its Amendment No. 3 to Registration
Statement on Form F-1 filed on June 5, 2023 (“Amendment No. 3”). Amendment No. 4 to the Registration Statement on Form F-1 (“Amendment No. 4”) is being filed simultaneously with this response letter.

 Amendment No. 3

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.

Response: In response to the Staff’s comment, we have revised the disclosure on page 35 of Amendment No. 4 accordingly.

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.

 Response: In response to the Staff’s comment, we
have revised the disclosure on page 37 of Amendment No. 4 accordingly.

 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.

 Response: In response to the Staff’s comment, we have revised the
disclosures on pages Alt-2 and Alt-3 of Amendment No. 4 accordingly.

 We respectfully advise the Staff that our former Chief Financial
Officer, Mr. Akihisa Nagasaka, has departed from his position with the Company, which was not due to any disagreements with the Company. The Company’s main contact person for future communications with the Staff will be our Chief Executive
Officer and Representative Director, Mr. Satoshi Kobayashi, who can be reached by email at satoshi-k@e-arly.works or by telephone at
81-90-5901-1891.

 1

 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/ Satoshi Kobayashi

 Satoshi Kobayashi

Chief Executive Officer and Representative Director

 cc:

Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

 2

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

CORRESP
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CORRESP

 Earlyworks Co., Ltd.

June 2, 2023

 VIA EDGAR

Alexandra Barone

 Matthew Derby

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.

Amendment No. 2 to Registration Statement on Form F-1

Filed May 19, 2023

File No. 333-269068

 Dear Ms. Barone and Mr. Derby:

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 May 30, 2023 regarding its Amendment No. 2 to Registration Statement on
Form F-1 filed on May 19, 2023 (“Amendment No. 2”). Amendment No. 3 to the Registration Statement on Form F-1
(“Amendment No. 3”) is being filed simultaneously with this response letter.

 Amendment No. 2

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.

 Response: In response to the Staff’s comment, we have revised the disclosures on pages 35 and 37 of Amendment
No. 3 accordingly.

 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.

 Response: In response to the
Staff’s comment, we have revised the disclosures throughout Amendment No. 3 to apply the exchange rate as of the most recent balance sheet date included in the filing, which is October 31, 2022.

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/ Satoshi Kobayashi

 Satoshi Kobayashi

Chief Executive Officer and Representative Director

 cc:

Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

 1

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

CORRESP
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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

United States securities and exchange commission logo
January 11, 2023
Akihisa Nagasaka
Chief Financial Officer
Earlyworks Co., Ltd.
5-7-11, Ueno, Taito-ku
Tokyo, Japan 110-0005
Re:Earlyworks Co., Ltd.
Registration Statement on Form F-1
Filed December 30, 2022
File No. 333-269068
Dear Akihisa Nagasaka:
            We have reviewed your registration statement and have the following comment.  In our
comment, 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 comment applies 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 this comment, we may have additional comments.
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.

 FirstName LastNameAkihisa Nagasaka
 Comapany NameEarlyworks Co., Ltd.
 January 11, 2023 Page 2
 FirstName LastName
Akihisa Nagasaka
Earlyworks Co., Ltd.
January 11, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

United States securities and exchange commission logo
November 18, 2022
Akihisa Nagasaka
Chief Financial Officer
Earlyworks Co., Ltd.
5-7-11, Ueno, Taito-ku
Tokyo, Japan 110-0005
Re:Earlyworks Co., Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted November 1, 2022
CIK No. 0001944399
Dear Akihisa Nagasaka:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
October 19, 2022 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Financial Statements, page F-1
1.We note your revised disclosures in response to prior comment 14 where you removed the
references to consolidated financial statements.  However, we note that you continue to
disclose that you have a subsidiary located in Japan.  For example, on page F-15 you
disclose that "all of the Company’s revenue was generated by the Company and its
subsidiary, which are both located in Japan."  Please explain or revise as necessary.  Refer
to the definition of a subsidiary in ASC 810-10-20.

 FirstName LastNameAkihisa Nagasaka
 Comapany NameEarlyworks Co., Ltd.
 November 18, 2022 Page 2
 FirstName LastName
Akihisa Nagasaka
Earlyworks Co., Ltd.
November 18, 2022
Page 2
Statements of Operations and Comprehensive Loss, page F-4
2.We note that for each period presented, you incurred net losses however, you disclose a
higher number of diluted weighted average common shares outstanding than basic
weighted average common shares outstanding.  In this regard, it appears that you have
included antidilutive securities in your calculations of diluted weighted average shares
outstanding, and therefore diluted net loss per share is misstated.  Please revise.  Refer to
ASC 260-10-45-20.
Note 13 - Subsequent events , page F-25
3.We note your revised disclosures in response to prior comment 15; however, it appears
that you have not retrospectively adjusted your financial statements, including net loss per
share, for the effects of the recapitalization.  Please revise.  Also, tell us and revise to
disclose the number of ordinary shares surrendered as part of the recapitalization
transaction.
General
4.We note your response to comment 11.  While we do not have any further comments at
this time regarding your response, please confirm your understanding that our decision not
to issue additional comments should not be interpreted to mean that we either agree or
disagree with your response, including any conclusions you have made, positions you
have taken and practices you have engaged in or may engage in with respect to this
matter.
            You may contact Dave Edgar, 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 Jan Woo, Legal Branch Chief, at (202)
551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ying Li

United States securities and exchange commission logo
October 19, 2022
Akihisa Nagasaka
Chief Financial Officer
Earlyworks Co., Ltd.
5-7-11, Ueno, Taito-ku
Tokyo, Japan 110-0005
Re:Earlyworks Co., Ltd.
Draft Registration Statement on Form F-1
Submitted September 20, 2022
CIK No. 0001944399
Dear Akihisa Nagasaka:
            We have reviewed your 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.
Draft Registration Statement on Form F-1
Prospectus Summary
Overview, page 1
1.Please provide balanced disclosure and disclose your net losses alongside your revenues
here and throughout the filing.
Risk Factors, page 11
2.Please include risk factor disclosure relating to your NFT trading platform, Animap,
including any risks related to having custody of NFTs, intellectual property related risks
and cybersecurity related risks.

 FirstName LastNameAkihisa Nagasaka
 Comapany NameEarlyworks Co., Ltd.
 October 19, 2022 Page 2
 FirstName LastName
Akihisa Nagasaka
Earlyworks Co., Ltd.
October 19, 2022
Page 2
3.Please expand your disclosure regarding blockchain-related risks, such as your list of
blockchain issues on page 60 and technical risks like forking. In particular, please disclose
any risks specific to your proprietary blockchain technology or its “hybrid” nature.
We may experience operational system failures..., page 12
4.You state that you utilize Google Drive to process, transmit and store critical information.
Please disclose any cybersecurity risks related to your usage of such services.
Our revenues are dependent on a limited number of major customers..., page 14
5.Please disclose the material terms of your agreements with each of your three major
customers, including the identity, term, termination provisions and any minimum purchase
requirements. File the agreements with the customers who accounted for 47.4% and
25.9% of your total revenues in 2022. In addition, to the extent material, disclose the total
number of customers for each period presented.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 42
6.You disclose that your existing cash and cash equivalents, anticipated cash raised from
financings, and anticipated cash flow from operations, together with the net proceeds from
this offering will be sufficient to meet your operating needs for the next 12
months.  Please revise to disclose the minimum period of time that you will be able to
conduct planned operations using only currently available capital resources.
Industry
Source of Information, page 58
7.Please disclose that the market research from Frost & Sullivan was commissioned by the
company in August 2022.
Business
Products and Services, page 61
8.Please provide a materially complete description of the NFTs being offered on the
Animap platform and how the Animap platform operates, including what “popular
Japanese IPs” the NFTs will represent, on which blockchain they will be created, how
they will be stored by investors, and whether they are transferable.  In addition, disclose
your role in the operation of the platform and how you will generate revenue from the sale
of NFTs on Animap.  Discuss whether you own the platform or maintain the platform for
a third party.  Discuss any material agreements with third parties regarding the operation
of the platform.
9.Please disclose the amount of revenue that you have generated from the sale of NFTs on
Animap.  Explain the basis for your assertion that you believe Animap to be “highly

 FirstName LastNameAkihisa Nagasaka
 Comapany NameEarlyworks Co., Ltd.
 October 19, 2022 Page 3
 FirstName LastName
Akihisa Nagasaka
Earlyworks Co., Ltd.
October 19, 2022
Page 3
profitable.”  Clarify whether you accept, or plan to accept, payment for your services in
the form of digital assets, and, if so, whether you plan to hold such assets for investment
or convert them into fiat currency after receipt.
10.Please disclose who owns the intellectual property underlying the NFTs that are on
Animap, and who maintains the royalty interest in, or intellectual property of, the NFTs.
Explain to us how disputes over the intellectual property underlying the NFTs will be
resolved and your role in such resolution, including your role in the enforcement of such
rights.
11.Please provide us with your legal analysis as to whether the NFTs offered and sold
through your platform are securities under Section 2(a)(1) of the Securities Act of 1933. In
responding to this comment, please address your operation of the marketplace. See Gary
Plastic Packaging Corp. v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 756 F.2d 230 (2d
Cir. 1985). Moreover, in preparing your legal analysis, please address not only the
instruments themselves but also your role in the operation of the marketplace and creation
of the instruments, as well as your ongoing interest in the NFTs after resale.
Property, Plants and Equipment, page 68
12.Please file any material lease as an exhibit to your registration statement. Please refer to
Item 601(b)(10)(ii)(D) of Regulation S-K.
Underwriting
Lock-Up Agreements, page 112
13.Please disclose the exceptions to the lock-up agreements.
Index to Financial Statements, page F-1
14.We note references throughout the filing to your consolidated financial statements.  Please
revise your index and the heading of each of your financial statements to indicate that they
are "Consolidated."
Notes to the Consolidated Financial Statements
Note 13 - Subsequent Events, page F-25
15.With regard to the change to your capital structure, please clarify whether this was an
exchange of equity interests with equal shareholder rights and shareholder value before
and after the transaction, and if so, whether your financial statements
were retrospectively adjusted to give effect to such recapitalization.  Alternatively, further
explain the terms of the recapitalization and your accounting.

 FirstName LastNameAkihisa Nagasaka
 Comapany NameEarlyworks Co., Ltd.
 October 19, 2022 Page 4
 FirstName LastName
Akihisa Nagasaka
Earlyworks Co., Ltd.
October 19, 2022
Page 4
General
16.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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 Priscilla Dao, Staff Attorney, at (202)
551-5997 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