Welcome to our dedicated page for Earlyworks SEC filings (Ticker: ELWS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Earlyworks Co., Ltd. filings document a Japanese foreign issuer whose later reports identify it as Perpetuals.com Ltd, formerly Earlyworks, with American Depositary Shares and ordinary-share governance matters. Form 6-K reports include interim financial results, unaudited condensed financial statements, Inline XBRL exhibits, and corporate-development updates tied to blockchain technology solutions and BayesShield AI.
The filing record also covers extraordinary general meeting notices under the Japanese Companies Act, proxy cards and voting instructions for ordinary shareholders and ADS holders, executive resignation disclosures, and current-report exhibits furnished under Exchange Act Rule 13a-16 or 15d-16.
Earlyworks Co., Ltd. is convening an extraordinary general meeting of shareholders in Tokyo, Japan on January 16, 2026. Holders of both ordinary shares and American Depositary Shares have been sent a meeting notice, detailed information and a proxy card so they can review the proposals and submit voting instructions.
The agenda items are designed to authorize potential future share issuances that may be used in connection with a possible acquisition of Perpetual Markets Ltd., following completion of due diligence. The proposals do not ask shareholders to approve the acquisition itself at this stage. The company plans to submit another report to the U.S. Securities and Exchange Commission once definitive agreements for the proposed acquisition are executed.
Earlyworks Co., Ltd. has registered for resale up to 6,943,848 American Depositary Shares (ADSs), each representing five ordinary shares, that may be issued on exercise of warrants from two 2025 private placements. These ADSs will be sold from time to time by existing investors and placement agents, and Earlyworks will not receive proceeds from any resale of the shares covered by this prospectus.
The underlying exercisable securities include prefunded, ordinary and placement agent warrants with exercise prices of $0.0005, $2.72 and $2.08 per ADS. If all such securities are exercised for cash, the company estimates it would receive approximately $9,543,366.08, which it plans to use for acquiring a target company, working capital and other general corporate purposes. Earlyworks is a Japan-based blockchain technology company that reported fiscal 2025 revenue of approximately JPY440.4 million (US$3.1 million) and a net loss of JPY256.7 million (US$1.8 million).
There were 15,252,852 ordinary shares outstanding as of the prospectus date; this is a baseline figure, not the amount being registered for resale.
Earlyworks Co., Ltd. has filed a Form F-1 to register the resale of up to 6,943,848 American Depositary Shares (ADSs), each representing five ordinary shares, issued or issuable from 2025 private placement warrants. In total, these ADSs correspond to 34,719,240 ordinary shares that selling shareholders may sell over time on Nasdaq or in private transactions.
The company will not receive proceeds from any resale of these ADSs, but could receive up to $9,543,366.08 if all prefunded, ordinary, and placement agent warrants are exercised for cash. It plans to use any such warrant exercise proceeds for acquiring a target company, working capital, and general corporate purposes.
Earlyworks is a Japan-based blockchain technology company whose revenue grew to approximately JPY440.4 million (US$3.1 million) in the fiscal year ended April 30, 2025, though it recorded a net loss of about JPY256.7 million (US$1.8 million). The ADSs trade on the Nasdaq Capital Market under the symbol “ELWS,” and the company highlights risks including potential share price volatility, dilution from additional issuances, and its history of losses.
Earlyworks Co., Ltd. reported the results of an extraordinary shareholder meeting and a new capital raise linked to its October private placement. Shareholders rejected two share-issuance proposals (items 1 and 2) that were intended to acquire 100% of PrimeDelta Corp., but approved warrant-related items, two director elections, and amendments to the Articles of Incorporation. Turnout was 9,654,045 votes, about 64.03% of exercisable votes as of August 15, 2025.
The company also completed a second closing of its October Offering, issuing pre-funded warrants to purchase up to 1,000,000 ADSs at an exercise price of $0.0005 per ADS and ordinary warrants to purchase up to 1,000,000 ADSs at $2.72 per ADS, for an aggregate purchase price of $2,080,000. Placement agent representatives received warrants to purchase up to 40,000 ADSs at $2.08 per ADS and an 8% cash fee on the gross proceeds of the second closing. Jason D. Sawyer and Michael Hilmer were appointed independent directors, effective November 15, 2025.
Earlyworks Co., Ltd. (ELWS) regained compliance with Nasdaq Listing Rule 5550(b)(1), which requires stockholders’ equity of at least $2.5 million. Nasdaq confirmed the company is now in full compliance with all criteria for continued listing on the Nasdaq Capital Market.
The company will be under a Mandatory Panel Monitor until November 11, 2026. If it falls out of compliance with the equity requirement during this period, the Staff would issue a Delist Determination Letter without a cure period; the company could request a new hearing with the Nasdaq Hearings Panel.
Earlyworks Co., Ltd. (ELWS) announced that independent director Kiyomitsu Takayama resigned effective November 1, 2025. The company states Mr. Takayama cited personal reasons and indicated the decision was not due to any disagreement with the company’s operations, policies, or practices.
The report was signed by Satoshi Kobayashi, Chief Executive Officer, Interim Chief Financial Officer and Representative Director, confirming the leadership team’s acknowledgment of the change in board composition.
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.
Earlyworks Co., Ltd. (ELWS) completed a private placement on October 15, 2025, selling pre-funded warrants and ordinary warrants covering up to 2,403,847 ADSs each. The pre-funded warrants are exercisable at $0.0005 per ADS, and the ordinary warrants are exercisable at $2.72 per ADS, matching the closing price. Units priced at $2.08 produced a total purchase price of $5,000,001.76.
The company received ~$4.33 million in net proceeds and plans to use the funds for offering expenses and to acquire 100% of Prime Delta Corp. Investors also obtained rights to a subsequent closing of up to $2,080,000 of ADSs at $2.08 and warrants for up to 1,000,000 ADSs at $2.72, subject to Japanese law. A placement agent received an 8% cash fee and a warrant for 96,154 ADSs at $2.08.
Registration rights require a resale filing within 21 days of the closing and effectiveness by stated deadlines, with 1% monthly liquidated damages for delays. The company will hold a shareholders meeting by November 14, 2025 to elect two investor-designated directors and approve the acquisition. Following this financing, the company believes stockholders’ equity exceeds $2.5 million and will notify Nasdaq for a compliance determination.
Earlyworks Co., Ltd. reports that a Nasdaq Hearings Panel has granted a final extension for the company to regain compliance with Nasdaq’s continued listing standards. The Panel is allowing the company until October 29, 2025 to meet Nasdaq Listing Rule 5550(b)(1), which requires a minimum stockholders’ equity of $2.5 million. This follows an earlier exception that ran through September 19, 2025 after Nasdaq had previously determined to delist the company’s securities from the Nasdaq Capital Market.
If Earlyworks does not regain compliance with the minimum equity requirement by October 29, 2025, the Panel indicates it will have no choice but to delist the company’s securities from Nasdaq. The company has issued a press release about this development, which is included as an exhibit.
Earlyworks Co., Ltd. reports that a Nasdaq Hearings Panel has granted a final extension for the company to regain compliance with Nasdaq’s continued listing standards. The Panel is allowing the company until October 29, 2025 to meet Nasdaq Listing Rule 5550(b)(1), which requires a minimum stockholders’ equity of $2.5 million. This follows an earlier exception that ran through September 19, 2025 after Nasdaq had previously determined to delist the company’s securities from the Nasdaq Capital Market.
If Earlyworks does not regain compliance with the minimum equity requirement by October 29, 2025, the Panel indicates it will have no choice but to delist the company’s securities from Nasdaq. The company has issued a press release about this development, which is included as an exhibit.
Earlyworks Co., Ltd. entered into an Investment Agreement with a non-U.S. investor for a private placement of its ordinary shares. The company issued and sold 175,952 ordinary shares at JPY84 (US$0.57) per share, raising gross proceeds of JPY14,779,968 (US$100,000). The company plans to use these funds for working capital and other general corporate purposes. The private placement closed on September 16, 2025, and the shares were issued under Regulation S, meaning they were not registered under the U.S. Securities Act of 1933.
Earlyworks Co., Ltd. entered into an Investment Agreement with a non-U.S. investor for a private placement of its ordinary shares. The company issued and sold 175,952 ordinary shares at JPY84 (US$0.57) per share, raising gross proceeds of JPY14,779,968 (US$100,000). The company plans to use these funds for working capital and other general corporate purposes. The private placement closed on September 16, 2025, and the shares were issued under Regulation S, meaning they were not registered under the U.S. Securities Act of 1933.