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                              October 19, 2022

       Akihisa Nagasaka
       Chief Financial Officer
       Earlyworks Co., Ltd.
       5-7-11, Ueno, Taito-ku
       Tokyo, Japan 110-0005

                                                        Re: Earlyworks Co.,
Ltd.
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted September
20, 2022
                                                            CIK No. 0001944399

       Dear Akihisa Nagasaka:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Draft Registration Statement on Form F-1

       Prospectus Summary
       Overview, page 1

   1.                                                   Please provide balanced
disclosure and disclose your net losses alongside your revenues
                                                        here and throughout the
filing.
       Risk Factors, page 11

   2.                                                   Please include risk
factor disclosure relating to your NFT trading platform, Animap,
                                                        including any risks
related to having custody of NFTs, intellectual property related risks
                                                        and cybersecurity
related risks.
 Akihisa Nagasaka
FirstName
EarlyworksLastNameAkihisa Nagasaka
           Co., Ltd.
Comapany
October 19,NameEarlyworks
            2022          Co., Ltd.
October
Page 2 19, 2022 Page 2
FirstName LastName
3.       Please expand your disclosure regarding blockchain-related risks, such
as your list of
         blockchain issues on page 60 and technical risks like forking. In
particular, please disclose
         any risks specific to your proprietary blockchain technology or its
hybrid    nature.
We may experience operational system failures..., page 12

4.       You state that you utilize Google Drive to process, transmit and store
critical information.
         Please disclose any cybersecurity risks related to your usage of such
services.
Our revenues are dependent on a limited number of major customers..., page 14

5.       Please disclose the material terms of your agreements with each of
your three major
         customers, including the identity, term, termination provisions and
any minimum purchase
         requirements. File the agreements with the customers who accounted for
47.4% and
         25.9% of your total revenues in 2022. In addition, to the extent
material, disclose the total
         number of customers for each period presented.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 42

6.       You disclose that your existing cash and cash equivalents, anticipated
cash raised from
         financings, and anticipated cash flow from operations, together with
the net proceeds from
         this offering will be sufficient to meet your operating needs for the
next 12
         months. Please revise to disclose the minimum period of time that you
will be able to
         conduct planned operations using only currently available capital
resources.
Industry
Source of Information, page 58

7.       Please disclose that the market research from Frost & Sullivan was
commissioned by the
         company in August 2022.
Business
Products and Services, page 61

8.       Please provide a materially complete description of the NFTs being
offered on the
         Animap platform and how the Animap platform operates, including what
 popular
         Japanese IPs    the NFTs will represent, on which blockchain they will
be created, how
         they will be stored by investors, and whether they are transferable.
In addition, disclose
         your role in the operation of the platform and how you will generate
revenue from the sale
         of NFTs on Animap. Discuss whether you own the platform or maintain
the platform for
         a third party. Discuss any material agreements with third parties
regarding the operation
         of the platform.
9.       Please disclose the amount of revenue that you have generated from the
sale of NFTs on
         Animap. Explain the basis for your assertion that you believe Animap
to be    highly
 Akihisa Nagasaka
Earlyworks Co., Ltd.
October 19, 2022
Page 3
         profitable.    Clarify whether you accept, or plan to accept, payment
for your services in
         the form of digital assets, and, if so, whether you plan to hold such
assets for investment
         or convert them into fiat currency after receipt.
10.      Please disclose who owns the intellectual property underlying the NFTs
that are on
         Animap, and who maintains the royalty interest in, or intellectual
property of, the NFTs.
         Explain to us how disputes over the intellectual property underlying
the NFTs will be
         resolved and your role in such resolution, including your role in the
enforcement of such
         rights.
11.      Please provide us with your legal analysis as to whether the NFTs
offered and sold
         through your platform are securities under Section 2(a)(1) of the
Securities Act of 1933. In
         responding to this comment, please address your operation of the
marketplace. See Gary
         Plastic Packaging Corp. v. Merrill Lynch, Pierce, Fenner & Smith,
Inc., 756 F.2d 230 (2d
         Cir. 1985). Moreover, in preparing your legal analysis, please address
not only the
         instruments themselves but also your role in the operation of the
marketplace and creation
         of the instruments, as well as your ongoing interest in the NFTs after
resale.
Property, Plants and Equipment, page 68

12.      Please file any material lease as an exhibit to your registration
statement. Please refer to
         Item 601(b)(10)(ii)(D) of Regulation S-K.
Underwriting
Lock-Up Agreements, page 112

13.      Please disclose the exceptions to the lock-up agreements.
Index to Financial Statements, page F-1

14.      We note references throughout the filing to your consolidated
financial statements. Please
         revise your index and the heading of each of your financial statements
to indicate that they
         are "Consolidated."
Notes to the Consolidated Financial Statements
Note 13 - Subsequent Events, page F-25

15.    With regard to the change to your capital structure, please clarify
whether this was an
       exchange of equity interests with equal shareholder rights and
shareholder value before
       and after the transaction, and if so, whether your financial statements
FirstName LastNameAkihisa Nagasaka
       were retrospectively adjusted to give effect to such recapitalization.
Alternatively, further
Comapany   NameEarlyworks
       explain the terms of theCo., Ltd.
                                recapitalization and your accounting.
October 19, 2022 Page 3
FirstName LastName
 Akihisa Nagasaka
FirstName
EarlyworksLastNameAkihisa Nagasaka
           Co., Ltd.
Comapany
October 19,NameEarlyworks
            2022          Co., Ltd.
October
Page 4 19, 2022 Page 4
FirstName LastName
General

16.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Dave Edgar, Senior Staff Accountant, at (202) 551-3459
or Christine
Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions
regarding comments on
the financial statements and related matters. Please contact Priscilla Dao,
Staff Attorney, at (202)
551-5997 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
cc:      Ying Li