Form SC 13G - Statement of acquisition of beneficial ownership by individuals

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

Earlyworks Co., Ltd.

(Name of Issuer)

 

American Depositary Shares, each representing one ordinary share

(Title of Class of Securities)

 

27030F 103

(CUSIP Number)

 

December 31, 2023

(Date of Event Which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

	☐	Rule 13d-1(b)
	☐	Rule 13d-1(c)
	☒	Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 27030F 103

Page 1 of 4

 

1.	Names of Reporting Persons. Hiroki Yamamoto
2.	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization Japan

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power 1,000,000*
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 1,000,000*
	8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,000*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11.	Percent of Class Represented by Amount in Row (9) 6.2%**
12.	Type of Reporting Person IN

 

*	Represents 1,000,000 ordinary shares that may be issued upon exercise of stock options, held by Hiroki Yamamoto.

 

**

The percentage is calculated based on 15,039,400 ordinary shares outstanding as of December 31, 2023 and 1,000,000 ordinary shares subject to options that are currently exercisable, which are deemed to be outstanding and to be beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

 

 

 

 

CUSIP No. 27030F 103

Page 2 of 4

 

ITEM 1.

 

(a) Name of Issuer: Earlyworks Co., Ltd.

 

(b) Address of Issuer’s Principal Executive Offices: 5-7-11, Ueno, Taito-ku, Tokyo, Japan 110-0005

 

ITEM 2.

 

2(a) Name of Person Filing:

Hiroki Yamamoto

  

2(b) Address of Principal Business Office, or if None, Residence:

2-6-6-1001 MOTOASAKUSA, TAITO-KU, TOKYO, JAPAN

 

2(c) Citizenship:

Japan

 

2(d) Title of Class of Securities:

American Depositary Shares, each representing one ordinary share

 

2(e) CUSIP Number:

27030F 103

 

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

Not Applicable.

 

ITEM 4. OWNERSHIP.

 

The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G.

 

 

 

 

CUSIP No. 27030F 103

Page 3 of 4

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 

Not applicable.

 

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

Not applicable.

 

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 

Not applicable.

 

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

Not applicable.

 

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

 

Not applicable.

 

ITEM 10. CERTIFICATIONS.

 

Not applicable.

 

 

 

 

CUSIP No. 27030F 103

Page 4 of 4

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 13, 2024

 

	By:	/s/ Hiroki Yamamoto
	Name:	Hiroki Yamamoto

 

 

 

 

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