Perpetuals.com Ltd 6-K, filed Jul 25, 2023
Perpetuals.com Ltd (PDC)
About this 6-K
Perpetuals.com Ltd filed this 6-K on July 25, 2023.
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 July 2023
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 ☐
On July 24, 2023, Earlyworks Co., Ltd. (the “Company”) announced the pricing of its initial public offering (the “IPO”) of 1,200,000 American Depositary Shares (“ADSs”) at a price to the public of $5.00 per ADS. Each ADS represents one ordinary share of the Company.
The Company is conducting the IPO on a firm commitment basis pursuant to its registration statement on Form F-1 (File No. 333-269068), as amended, which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 30, 2022, and declared effective by the SEC on July 24, 2023. The ADSs have been approved for listing on the Nasdaq Capital Market under the ticker symbol “ELWS.”
On July 24, 2023, the Company issued a press release announcing the pricing of the IPO. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated July 24, 2023, “Earlyworks Co., Ltd. Announces Pricing of Initial Public Offering” | |
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: July 25, 2023 |
By: | /s/ Satoshi Kobayashi | ||||
| Name: | Satoshi Kobayashi | |||||
| Title: | Chief Executive Officer and Representative Director (Principal Executive Officer) | |||||
Exhibit 99.1
Earlyworks Co., Ltd. Announces Pricing of Initial Public Offering
Tokyo, July 24, 2023 (GLOBE NEWSWIRE) — Earlyworks Co., Ltd. (the “Company” or “Earlyworks”), a Japanese company operating its proprietary private blockchain technology, Grid Ledger System (“GLS”), today announced the pricing of its initial public offering (the “Offering”) of 1,200,000 American Depositary Shares (“ADSs”) at a public offering price of US$5.00 per ADS. Each ADS represents one ordinary share of the Company. The ADSs have been approved for listing on the Nasdaq Capital Market and are expected commence trading on July 25, 2023 under the ticker symbol “ELWS.”
The Company expects to receive aggregate gross proceeds of US$6.00 million from the Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has granted the underwriters a 45-day option from the closing of the Offering to purchase up to an additional 180,000 ADSs at the public offering price, less underwriting discounts. The Offering is expected to close on or about July 27, 2023, subject to the satisfaction of customary closing conditions.
Proceeds from the Offering will be used for investment in the research and development of GLS and GLS-System Development Kit (“SDK”), the recruitment of global talents, the strengthening of internal corporate governance systems and the investment in businesses engaged in the development of blockchain-based products and services.
The Offering is being conducted on a firm commitment basis. US Tiger Securities, Inc. is acting as the underwriter for the Offering. Hunter Taubman Fischer & Li LLC is acting as U.S. counsel to the Company, and VCL Law LLP is acting as U.S. counsel to US Tiger Securities, Inc. in connection with the Offering.
A registration statement on Form F-1 relating to the Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) (File Number: 333-269068), as amended, and was declared effective by the SEC on July 24, 2023. The Offering is being made only by means of a prospectus, forming a part of the registration statement. Copies of the final prospectus relating to the Offering, when available, may be obtained from US Tiger Securities, Inc. by email at Project_earlyworks@ustigersecurities.com, by standard mail to US Tiger Securities, Inc., 437 Madison Avenue, 27th Floor, New York, NY 10022 USA, or by telephone at +1 646-978-5188. In addition, copies of the final prospectus relating to the Offering, when available, may be obtained via the SEC’s website at www.sec.gov.
Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Earlyworks Co., Ltd.
Earlyworks Co., Ltd. is a Japanese company operating its proprietary private blockchain technology, GLS, to leverage blockchain technology in various applications in wide range of industries. GLS is a hybrid blockchain that combines the technical advantages of blockchain and database technology. GLS features high-speed processing, which reaches 0.016 seconds/one transaction, tamper-resistance, security, and reliability capacities, with multiple verified applicable domains including real estate, advertisement, telecommunication, metaverse, and financial services. The Company aims to increase the number of use cases of GLS and offer a general-purpose SDK for external engineers to improve GLS. The Company’s mission is to keep updating GLS and make it an infrastructure in the coming Web3/metaverse-like data society. For more information, please visit the Company’s website: https://ir.e-arly.works/.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company’s proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may,” or other similar expressions in this prospectus. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
For more information, please contact:
Earlyworks Co., Ltd.
Investor Relations Department
Email: ir@e-arly.works
Ascent Investors Relations LLC
Tina Xiao
Phone: +1 917-609-0333
Email: tina.xiao@ascent-ir.com