UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 20-F/A
(Amendment
No. 1)
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended April 30, 2023
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of event requiring this shell company report
For
the transition period from to
Commission
file number: 001-41752
Earlyworks
Co., Ltd.
(Exact
name of Registrant as specified in its charter)
N/A
(Translation
of Registrant’s name into English)
Japan
(Jurisdiction
of incorporation or organization)
5-7-11,
Ueno, Taito-ku
Tokyo,
Japan 110-0005
(Address
of principal executive offices)
Satoshi
Kobayashi, Chief Executive Officer and Representative Director
Telephone:
+81 03-5614-0978
Email:
satoshi-k@e-arly.works
At
the address of the Company set forth above
(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities
registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
American depositary shares, each representing one ordinary share | | ELWS | | The Nasdaq Stock Market LLC |
Ordinary shares* | | | | The Nasdaq Stock Market LLC |
* |
Not for trading, but only
in connection with the registration of the American depositary shares on The NASDAQ Stock Market LLC. Each American depositary
share represents one ordinary share. |
Securities
registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title
of Class)
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title
of Class)
Indicate
the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered
by the annual report: 15,039,400 ordinary shares
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐ No ☒
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934.
Yes
☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Yes
☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth
company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | | 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 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of
the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☒ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow. Item 17 ☐ Item 18 ☐
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
Auditor Name: | | Auditor Location: | | Auditor Firm ID: |
WWC, P.C. | | San Mateo, California | | 1171 |
EXPLANATORY
NOTE
Earlyworks
Co., Ltd. (the “Company”) is filing this Amendment No. 1 (this “Amendment No. 1”) to its Annual Report on Form
20-F for the fiscal year ended April 30, 2023, as originally filed with the U.S. Securities and Exchange Commission (the “SEC”)
on September 15, 2023 (the “Original Annual Report”), solely for the purpose of amending and restating in its entirety “Item
15. Controls and Procedures” in the Original Annual Report in response to a comment from the staff of the SEC.
This
Amendment No. 1 speaks as of the date of the Original Annual Report. Other than as set forth above, this Amendment No. 1 does not, and
does not purport to, amend, update or restate in any way the financial statements or any other item contained in the Original Annual
Report as originally filed with the SEC. As a result, this Amendment No. 1 does not reflect any events that may have occurred after the
filing of the Original Annual Report on September 15, 2023. Accordingly, this Amendment No. 1 should be read in conjunction with the
Original Annual Report and the Company’s other filings with, and reports furnished to, the SEC subsequent to September 15, 2023.
As
required by Rule 12b-15 of the Exchange Act, the Company is filing or furnishing the certifications required under Section 302 and Section
906 of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment No. 1.
Item 15.
CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures
Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, has performed an evaluation of the effectiveness
of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by
this report, as required by Rule 13a-15(b) under the Exchange Act.
Based
on that evaluation, our management has concluded that, as of April 30, 2023, our disclosure controls and procedures were not effective
due to the following material weakness: we do not have sufficient in-house personnel with sufficient knowledge of the U.S. GAAP and SEC
reporting rules.
Our
management is in the process of evaluating the steps necessary to remediate the ineffectiveness, such as (1) hiring more qualified staff
equipped with relevant U.S. GAAP and SEC reporting experience and qualifications, (2) increasing the number of experienced and qualified
staff members in the accounting department and strengthening the company’s internal structure regarding financial reporting and
disclosure, (3) implementing regular and continuous U.S. GAAP and SEC reporting training programs for our in-house personnel, and (4)
engaging an external consulting firm to help us assess our compliance readiness under Rule 13a-15 of the Exchange Act and improve our
disclosure controls and procedures. We have entered into an advisory agreement with a certified public accountant who has experience
in working for a publicly traded company and expertise in U.S. GAAP and SEC reporting. And our Chief Financial Officer has various accounting
qualifications including the Association of Chartered Certified Accountants qualification. In the future, we plan to hire more talented
personnel with even more experience and expertise to enhance our disclosure controls and procedures.
Management’s
Annual Report on Internal Control over Financial Reporting
This
annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation
report of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Attestation
Report of the Registered Public Accounting Firm
This
annual report on Form 20-F does not include an attestation report of our registered public accounting firm regarding internal control
over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant
to rules of the SEC where domestic and foreign registrants that are non-accelerated filers, which we are, and “emerging growth
companies,” which we also are, are not required to provide the auditor attestation report.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report on Form 20-F
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part III
Item 19.
EXHIBITS
EXHIBIT INDEX
Exhibit No. |
|
Description |
1.1 |
|
Articles of Incorporation of the Registrant (English Translation) (incorporated by reference to Exhibit 3.1 of our Registration Statement on Form F-1 (File No. 333-269068), initially filed with the U.S. Securities and Exchange Commission on December 30, 2022) |
2.1 |
|
Form of Deposit Agreement among the Registrant, the depositary, and the owners and holders of the ADSs issued thereunder (incorporated by reference to Exhibit 4.2 of our Registration Statement on Form F-1 (File No. 333-269068), initially filed with the U.S. Securities and Exchange Commission on December 30, 2022) |
2.2 |
|
Specimen American depositary receipt (included in Exhibit 2.1) |
2.3*** |
|
Description of the rights of each class of securities registered |
4.1 |
|
English translation of Loan Agreement dated November 13, 2019, by and between the Registrant and the Kiraboshi Bank (incorporated by reference to Exhibit 10.1 of our Registration Statement on Form F-1 (File No. 333-269068), initially filed with the U.S. Securities and Exchange Commission on December 30, 2022) |
4.2 |
|
English translation of Loan Agreement dated April 16, 2020, by and between the Registrant and the Kiraboshi Bank (incorporated by reference to Exhibit 10.2 of our Registration Statement on Form F-1 (File No. 333-269068), initially filed with the U.S. Securities and Exchange Commission on December 30, 2022) |
4.3 |
|
English translation of Overdraft Agreement dated August 31, 2022, by and between the Registrant and Resona Bank, Ltd (incorporated by reference to Exhibit 10.5 of our Registration Statement on Form F-1 (File No. 333-269068), initially filed with the U.S. Securities and Exchange Commission on December 30, 2022) |
4.4*** |
|
English Translation of Loan Agreement dated October 28, 2022, by and between the Registrant and Shoko Chukin Bank |
4.5 |
|
English Translation of agreement with Bullet Group Inc. in 2022 (incorporated by reference to Exhibit 10.3 of our Registration Statement on Form F-1 (File No. 333-269068), initially filed with the U.S. Securities and Exchange Commission on December 30, 2022) |
4.6 |
|
English translation of agreement with Kyowa Co., Ltd. in 2022 (incorporated by reference to Exhibit 10.4 of our Registration Statement on Form F-1 (File No. 333-269068), initially filed with the U.S. Securities and Exchange Commission on December 30, 2022) |
4.7*** |
|
English translation of agreements with Tokyu Livable Inc. |
11.1 |
|
Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 of our Registration Statement on Form F-1 (File No. 333-269068), initially filed with the U.S. Securities and Exchange Commission on December 30, 2022) |
12.1* |
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
12.2* |
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
13.1 ** |
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
13.2 ** |
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS |
|
Inline XBRL Instance Document |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Filed
with this Amendment No. 1 |
| ** | Furnished
with this Amendment No. 1 |
| *** | Previously
filed with the Original Annual Report |
SIGNATURES
The
registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.
|
Earlyworks Co., Ltd. |
|
|
|
|
By: |
/s/
Satoshi Kobayashi |
|
|
Satoshi Kobayashi |
|
|
Chief Executive Officer and
Representative Director |
|
|
(Principal Executive Officer) |
|
|
|
Date: December 27, 2023 |
|
|
3
true
FY
0001944399
0001944399
2022-05-01
2023-04-30
0001944399
dei:BusinessContactMember
2022-05-01
2023-04-30
0001944399
dei:AdrMember
2022-05-01
2023-04-30
0001944399
elws:OrdinarySharesMember
2022-05-01
2023-04-30
0001944399
2023-04-30
xbrli:shares
In connection with the Annual Report of Earlyworks
Co., Ltd. (the “Company”) on Form 20-F/A for the year ended April 30, 2023, as filed with the Securities and Exchange Commission
on the date hereof (the “Report”), I, Satoshi Kobayashi, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: