[6-K] Earlyworks Co., Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Earlyworks Co., Ltd. (ELWS) announced an extraordinary general meeting of shareholders to be held in Tokyo on November 14, 2025. The company has sent notices and voting instructions to holders of its ordinary shares and American Depositary Shares, with the meeting materials furnished as Exhibit 99.1 (notice) and Exhibit 99.2 (proxy card).

The agenda does not seek approval for the acquisition of PrimeDelta Corp. Instead, it asks shareholders to authorize potential share issuances that may be used in connection with a possible future acquisition, subject to the completion of due diligence on PrimeDelta Corp. and execution of a definitive agreement. This approach preserves flexibility while making clear that any acquisition decision remains contingent on these conditions.

Insights

Corporate governance analyst

Meeting seeks authority for potential share issuances tied to a possible M&A.

Earlyworks plans an extraordinary meeting on November 14, 2025 to request shareholder authorization for potential share issuances that may be used in a future acquisition. The company explicitly states it is not requesting approval of the PrimeDelta acquisition itself.

Authorizing shares in advance can streamline deal execution, but usage is conditioned on due diligence and a definitive agreement. This keeps the decision framework intact and avoids implying a committed transaction.

The potential impact depends on the scope of the authorization and whether it is exercised in a future deal; absent amounts or timing, the filing is administratively focused.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025

Commission File Number: 001-41752

Earlyworks Co., Ltd.

5-7-11, Ueno, Taito-ku

Tokyo, Japan 110-0005

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒        Form 40-F ☐

Convocation of the Extraordinary General Meeting of Shareholders of Earlyworks Co., Ltd.

In accordance with the rules and regulations of the Japanese Companies Act, Earlyworks Co., Ltd. (the “Company”) has caused a notice and accompanying information, including voting instructions, to be sent to all holders of its ordinary shares and American Depositary Shares with respect to its extraordinary general meeting of shareholders to be held in Tokyo, Japan on November 14, 2025. Copies of the meeting notice and the form of proxy card are furnished hereto as Exhibit 99.1 and Exhibit 99.2, respectively.

For the avoidance of doubt, the agenda items described in Exhibit 99.1 do not seek shareholders’ approval for the acquisition of PrimeDelta Corp. Rather, they authorize potential share issuances that may be used in connection with a possible future acquisition, subject to the completion of due diligence on PrimeDelta Corp. and execution of a definitive agreement.

Exhibit 99.1 and Exhibit 99.2 furnished hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Notice of Convocation of the Extraordinary General Meeting of Shareholders
99.2		Form of Proxy Card

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Earlyworks Co., Ltd.
Date: October 30, 2025	By:	/s/ Satoshi Kobayashi
	Name:	Satoshi Kobayashi
	Title:	Chief Executive Officer and
		Representative Director
		(Principal Executive Officer)

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FAQ

What is Earlyworks (ELWS) announcing in this 6-K?

An extraordinary general meeting in Tokyo on November 14, 2025, with materials furnished as Exhibits 99.1 and 99.2.

Does the agenda seek approval to acquire PrimeDelta Corp.?

No. It does not seek approval for the acquisition; it seeks authorization for potential share issuances that may be used in a future deal.

What conditions apply to any potential acquisition-related share issuance?

Share issuances would be subject to the completion of due diligence on PrimeDelta and execution of a definitive agreement.

Who received meeting notices and voting instructions?

All holders of ordinary shares and American Depositary Shares.

Where can shareholders find the meeting notice and proxy card?

They are furnished as Exhibit 99.1 (notice) and Exhibit 99.2 (proxy card).

What is the purpose of authorizing potential share issuances?

To provide capacity to issue shares that may be used in a possible future acquisition, pending due diligence and a definitive agreement.