Earlyworks Co Ltd ADR美股招股说明书(2025-12-11版)

6,943,848 American Depositary Shares, Each Representing Five Ordinary Shares Earlyworks Co., Ltd. This prospectus relates to the resale by the selling shareholders named in this prospectus (the “Selling Shareholders”) from time totime of up to an aggregate of 6,943,848 American depositary shares (“ADSs”), with each ADS representing five ordinary shares(“Ordinary Shares”) of the Company (the ADSs and the Ordinary Shares together, the “Offered Securities”). The Offered Securitiesregistered for resale consist of (i) 12,019,235 Ordinary Shares represented by 2,403,847 ADSs issuable upon the exercise of prefundedwarrants (“First Closing Prefunded Warrants”), at an exercise price of $0.0005 per ADS, (ii) 12,019,235 Ordinary Shares representedby 2,403,847 ADSs issuable upon the exercise of ordinary warrants (“First Closing Ordinary Warrants”), at an exercise price of $2.72per ADS, (iii) 480,770 Ordinary Shares represented by 96,154 ADSs issuable upon the exercise of placement agent warrants (“FirstClosing Placement Agent Warrants”), at an exercise price of $2.08 per ADS, (iv) 5,000,000 Ordinary Shares represented by 1,000,000ADSs issuable upon the exercise of prefunded warrants (“Second Closing Prefunded Warrants”), at an exercise price of $0.0005 perADS, (v) 5,000,000 Ordinary Shares represented by 1,000,000 ADSs issuable upon the exercise of ordinary warrants (“SecondClosing Ordinary Warrants”), at an exercise price of $2.72 per ADS, and (vi) 200,000 Ordinary Shares represented by 40,000 ADSsissuable upon the exercise of placement agent warrants (“Second Closing Placement Agent Warrants”, together with the First ClosingPrefunded Warrants, First Closing Ordinary Warrants, First Closing Placement Agent Warrants, Second Closing Prefunded Warrants,Second Closing Ordinary Warrants, the “Exercisable Securities”), all of which were issued pursuant to two private placement offeringsthat closed in October and November 2025 (the “2025 Private Placements”). We will not receive any of the proceeds from the sale of the Offered Securities by the Selling Shareholders. Any Ordinary Sharesrepresented by ADSs subject to resale hereunder will have been issued by us and acquired by the Selling Shareholders prior to anyresale of such securities pursuant to this prospectus. The Selling Shareholders and any of their respective pledgees, assignees and successors-in-interest, may offer or resell the OfferedSecurities from time to time through public or private transactions at prevailing market prices, at prices related to prevailing marketprices or at privately negotiated prices. The Selling Shareholders will bear all commissions, discounts, and fees of underwriters, sellingbrokers or dealer managers and similar expenses if any, attributable to the sale of the Offered Securities. We will bear all costs,expenses and fees in connection with the registration of the Offered Securities. For additional information on the methods of sale thatmay be used by the Selling Shareholders, see “Plan of Distribution” beginning on page 28 of this prospectus. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read theentire prospectus and any amendments or supplements carefully before you make your investment decision. The ADSs are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “ELWS.” On December 9, 2025, the last reportedsale price of the ADSs on Nasdaq was $5.80 per ADS. Investing in the Offered Securities involves a high degree of risk, including the risk of losing your entire investment. Beforemaking an investment decision, please read the information under the heading “Risk Factors” of this prospectus, and riskfactors set forth in our most recent annual report on Form 20-F filed with the SEC on August 27, 2025 (the “2025 AnnualReport”) and in other reports incorporated herein by reference. We are a “foreign private issuer” and we are an “emerging growth company” under the federal securities laws and will besubject to reduced public company reporting requirements. See “Prospectus Summary— Implications of Being an EmergingGrowth Company” and “Prospectus Summary—Implications of Being a Foreign Private Issuer” for additional information. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in any of our securities. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus isDecember 10, 2025 TABLE OF CONTENTS PageAbout This ProspectusiiDisclosure Regarding Forward-Looking StatementsivProspectus Summary1The Offering9Risk Factors10Enforceability of Civil Liabilities12Use of Proceeds13Dividend Policy13Capitalization and Indebtedness14Description of Share Capital15Description of American De