Form D/A

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if
it is accurate and complete.
The reader should not assume that the information is accurate and complete.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D
Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00
1. Issuer's Identity
CIK (Filer ID Number) Previous
Names None Entity Type
0001944399 Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)
Name of Issuer
Earlyworks Co., Ltd.
Jurisdiction of Incorporation/Organization
JAPAN
Year of Incorporation/Organization
Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed
2. Principal Place of Business and Contact Information
Name of Issuer
Earlyworks Co., Ltd.
Street Address 1 Street Address 2
5-7-11, UENO, TAITO-KU
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
TOKYO JAPAN 110-0005 81-03-5614-0978
3. Related Persons
Last Name First Name Middle Name
Kobayashi Satoshi
Street Address 1 Street Address 2
5-7-11, Ueno, Taito-ku
City State/Province/Country ZIP/PostalCode
Tokyo JAPAN 110-0005
Relationship: Executive Officer Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Yamamoto Hiroki
Street Address 1 Street Address 2
5-7-11, Ueno, Taito-ku
City State/Province/Country ZIP/PostalCode
Tokyo JAPAN 110-0005
Relationship: Executive Officer Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Yokota Naoki
Street Address 1 Street Address 2
5-7-11, Ueno, Taito-ku
City State/Province/Country ZIP/PostalCode
Tokyo JAPAN 110-0005
Relationship: Executive Officer Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Nakamura Tsubasa
Street Address 1 Street Address 2
5-7-11, Ueno, Taito-ku
City State/Province/Country ZIP/PostalCode
Tokyo JAPAN 110-0005
Relationship: Executive Officer Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Tominaga Masahiro
Street Address 1 Street Address 2
5-7-11, Ueno, Taito-ku
City State/Province/Country ZIP/PostalCode
Tokyo JAPAN 110-0005
Relationship: Executive Officer Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Ogose Shinpei
Street Address 1 Street Address 2
5-7-11, Ueno, Taito-ku
City State/Province/Country ZIP/PostalCode
Tokyo JAPAN 110-0005
Relationship: Executive Officer Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Aono Masaaki
Street Address 1 Street Address 2
5-7-11, Ueno, Taito-ku
City State/Province/Country ZIP/PostalCode
Tokyo JAPAN 110-0005
Relationship: Executive Officer Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Goto Kohichi
Street Address 1 Street Address 2
5-7-11, Ueno, Taito-ku
City State/Province/Country ZIP/PostalCode
Tokyo JAPAN 110-0005
Relationship: Executive Officer Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Sawyer Jason D.
Street Address 1 Street Address 2
5-7-11, Ueno, Taito-ku
City State/Province/Country ZIP/PostalCode
Tokyo JAPAN 110-0005
Relationship: Executive Officer Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Hilmer Michael
Street Address 1 Street Address 2
5-7-11, Ueno, Taito-ku
City State/Province/Country ZIP/PostalCode
Tokyo JAPAN 110-0005
Relationship: Executive Officer Director Promoter
Clarification of Response (if Necessary):
Mr. Kiyomitsu Takayama resigned as an independent director effective November 1, 2025. Mr. Jason D. Sawyer and Mr. Michael Hilmer were appointed as
independent directors effective November 15, 2025.
4. Industry Group
Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other
5. Issuer Size
Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 -
$100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
Decline to Disclose Decline to Disclose
Not Applicable Not Applicable
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)
7. Type of Filing
New Notice Date of First Sale 2025-10-10 First Sale Yet to Occur
Amendment
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? Yes No
9. Type(s) of Securities Offered (select all that apply)
Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other
Right to Acquire Security Other (describe)
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a
merger, acquisition or exchange offer? Yes No
Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor $0 USD
12. Sales Compensation
Recipient Recipient CRD Number None
Alexander Capital, L.P. 000040077
(Associated) Broker or Dealer None (Associated) Broker or Dealer CRD Number None
None None
Street Address 1 Street Address 2
10 DRS James Parker Blvd Suite 202
City State/Province/Country ZIP/Postal Code
Red Bank NEW JERSEY 07701
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States All States Foreign/non-US
GEORGIA
SOUTH CAROLINA
13. Offering and Sales Amounts
Total Offering Amount $2,000,001 USD or Indefinite
Total Amount Sold $2,000,001 USD
Total Remaining to be Sold $0 USD or Indefinite
Clarification of Response (if Necessary):
On November 18, 2025, at the second closing, the Issuer issued and sold, for an aggregate purchase price of $500,000.80 (i) pre-funded warrants to purchase
up to 240,385 ADSs and (ii) warrants to purchase up to 240,385 ADSs.
14. Investors
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and
enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited
investors, enter the total number of investors who already have invested in the offering:
2
15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide
an estimate and check the box next to the amount.
Sales Commissions $160,000 USD Estimate
Finders' Fees $0 USD Estimate
Clarification of Response (if Necessary):
In connection with the second closing, and in addition to the cash fee that the placement agent received, the placement agent also received a warrant to
purchase 40,000 ADSs, representing 200,000 Ordinary Shares of the Issuer, exercisable at $2.08.
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to
be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check
the box next to the amount.
$0 USD Estimate
Clarification of Response (if Necessary):
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below
to file this notice.
Terms of Submission
In submitting this notice, each issuer named above is:
Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them,
upon written request, in the accordance with applicable law, the information furnished to offerees.*
Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State
in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of
process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that
such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought
against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any
activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the
provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment
Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the
State in which the issuer maintains its principal place of business or any State in which this notice is filed.
Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or
Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by
the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer Signature Name of Signer Title Date
Earlyworks Co., Ltd. /s/ Satoshi Kobayashi Satoshi Kobayashi CEO and Representative Director 2025-11-21
Persons who respond to the collection of information contained in this form are not required to respond unless the
form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of
States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is
the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under
NSMIA's preservation of their anti-fraud authority.