Exhibit 99.3
Earlyworks Co., Ltd.
May 19, 2023
VIA EDGAR
Jan Woo
Alexandra Barone
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
| | |
Re: | | Earlyworks Co., Ltd. |
| | Registration Statement on Form F-1 File No. 333-269068 |
| | Request for Waiver and Representation under Item 8.A.4 of Form 20-F |
Dear Ms. Woo and Ms. Barone:
The undersigned, Earlyworks Co., Ltd., a foreign private issuer organized under the laws of Japan (the “Company”), is submitting this letter to the U.S. Securities and Exchange Commission (the “Commission”) in connection with the Company’s registration statement on Form F-1 filed on the date hereof, as amended (the “Registration Statement”), relating to a proposed initial public offering of the Company’s American depositary shares in the United States.
The Company has included in the Registration Statement its audited financial statements, prepared in accordance with accounting principles generally accepted in the United States, as of April 30, 2022 and 2021, and for each of the two fiscal years ended April 30, 2022 and 2021, and unaudited interim financial statements as of October 31, 2022 and 2021, and for each of the six-month periods ended October 31, 2022 and 2021.
The Company respectfully requests that the Commission waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements of a date not older than 12 months from the date of the offering (the “12-Month Requirement”). See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3.
The Company is submitting this waiver request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the 12-Month Requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves undue hardship.” See also the 2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) by the staff of the Division of Corporation Finance of the Commission at Section III.B.c, in which the staff notes that:
“the instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”
