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.  

 

1

 

 

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

 

2

 

 

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

Exhibit 12.1

 

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Satoshi Kobayashi, certify that:

 

1.I have reviewed this annual report on Form 20-F/A of Earlyworks Co., Ltd. (the “Company”);

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the Company as of, and for, the periods presented in this report;

 

4.The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

5.The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

Date: December 27, 2023

 

By: /s/ Satoshi Kobayashi  
  Name:  Satoshi Kobayashi  
  Title: Chief Executive Officer (Principal Executive Officer)  

 

Exhibit 12.2

 

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Caspia Lin, certify that:

 

1.I have reviewed this annual report on Form 20-F/A of Earlyworks Co., Ltd. (the “Company”);

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the Company as of, and for, the periods presented in this report;

 

4.The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

5.The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

Date: December 27, 2023

 

By: /s/ Caspia Lin  
  Name:  Caspia Lin  
  Title: Chief Financial Officer (Principal Accounting and Financial Officer)  

 

 

Exhibit 13.1

 

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

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:

 

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: December 27, 2023

 

By: /s/ Satoshi Kobayashi  
  Name:   Satoshi Kobayashi  
  Title: Chief Executive Officer (Principal Executive Officer)  

 

Exhibit 13.2

 

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

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, Caspia Lin, Chief Financial 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:

 

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: December 27, 2023

 

By: /s/ Caspia Lin  
  Name:  Caspia Lin  
  Title: Chief Financial Officer (Principal Accounting and Financial Officer)  

 

v3.23.4
Document And Entity Information
 12 Months Ended
Apr. 30, 2023
shares
Document Information Line Items  
Entity Registrant Name Earlyworks Co., Ltd.
Document Type 20-F/A
Current Fiscal Year End Date --04-30
Entity Common Stock, Shares Outstanding 15,039,400
Amendment Flag true
Amendment Description 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.
Entity Central Index Key 0001944399
Entity Current Reporting Status Yes
Entity Voluntary Filers No
Entity Filer Category Non-accelerated Filer
Entity Well-known Seasoned Issuer No
Document Period End Date Apr. 30, 2023
Document Fiscal Year Focus 2023
Document Fiscal Period Focus FY
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Entity File Number 001-41752
Entity Incorporation, State or Country Code M0
Entity Address, Address Line One 5-7-11
Entity Address, Address Line Two Ueno
Entity Address, Address Line Three Taito-ku
Entity Address, City or Town Tokyo
Entity Address, Country JP
Entity Address, Postal Zip Code 110-0005
Entity Interactive Data Current Yes
Document Financial Statement Error Correction [Flag] false
Document Accounting Standard U.S. GAAP
Auditor Name WWC, P.C.
Auditor Location San Mateo, California
Auditor Firm ID 1171
Business Contact  
Document Information Line Items  
Entity Address, Address Line One 5-7-11
Entity Address, Address Line Two Ueno
Entity Address, Address Line Three Taito-ku
Entity Address, City or Town Tokyo
Entity Address, Country JP
Entity Address, Postal Zip Code 110-0005
Contact Personnel Name Satoshi Kobayashi
City Area Code 81
Local Phone Number 03-5614-0978
Contact Personnel Email Address satoshi-k@e-arly.works
American depositary shares, each representing one ordinary share  
Document Information Line Items  
Trading Symbol ELWS
Title of 12(b) Security American depositary shares, each representing one ordinary share
Security Exchange Name NASDAQ
Ordinary Shares  
Document Information Line Items  
Trading Symbol ELWS
Title of 12(b) Security Ordinary shares
Security Exchange Name NASDAQ
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