Earlyworks (ELWS) - 2024 Q4 - Annual Report

Introduction This section defines key terms such as ADSs and Ordinary Shares, specifies the company's reporting currency as Japanese yen (JPY), and provides the convenience translation exchange rate to U.S. dollars - The company's functional and reporting currency is the Japanese yen (JPY)[7] - Convenience translations from JPY to USD are based on the exchange rate of JPY 157.54 = $1.00, which was the rate on April 30, 2024[7] - Each American Depositary Share (ADS) represents five Ordinary Shares of Earlyworks Co., Ltd[6] Forward-Looking Information This section contains standard cautionary language regarding forward-looking statements, warning investors that future events are subject to risks and uncertainties - The report includes forward-looking statements that are not guarantees of future performance and are subject to risks and uncertainties[9] - Key factors that could cause actual results to differ from forward-looking statements include assumptions about future financial and operating results, ability to execute growth and expansion plans, current and future economic and political conditions, ability to compete in the industry and attract customers, capital requirements and ability to raise additional financing, and ability to hire and retain key personnel[9] PART I Item 3. Key Information This section details the primary risks facing the company, categorized into business-related risks and those related to its securities Risk Factors The company faces significant risks from the immaturity of blockchain technology, its ability to effectively apply its proprietary GLS technology, and legal and cybersecurity risks associated with its NFT platforms - The business is dependent on the continued development and acceptance of blockchain technology, which is a nascent and rapidly evolving industry with a high degree of uncertainty[11][12][14] - The company's NFT platforms expose it to legal and regulatory risks, as demonstrated by recent SEC enforcement actions against other companies in the space[17][18] Customer Concentration Risk (FY2024) | Customer | Percentage of Total Sales Revenue | | :--- | :--- | | Customer 1 | 42.6% | | Customer 2 | 27.2% | | Customer 3 | 21.5% | - Certain shareholders filed a lawsuit against the company and its CEO seeking monetary damages of $2,925,747, alleging misrepresentation related to the sale of shares post-IPO[45] - The company is a "controlled company" as the CEO, Mr. Satoshi Kobayashi, owns a majority of the voting power, giving him significant influence over corporate matters[56][65] - As a foreign private issuer, the company follows Japanese home country governance practices, which exempts it from certain Nasdaq requirements, such as having a majority-independent board[66][89][90] - The company does not intend to pay dividends in the foreseeable future, meaning returns for investors will likely depend on share price appreciation[67] - The company is an "emerging growth company" and has taken advantage of exemptions from certain disclosure requirements, including an extended transition period for new accounting standards[93][94][95] Item 4. Information on the Company This section provides a comprehensive overview of Earlyworks, a Japanese blockchain technology company founded in 2018, detailing its business model, revenue streams, competitive strengths, and intellectual property portfolio History and Development of the Company Earlyworks Co., Ltd. was incorporated as a joint-stock corporation in Japan on May 1, 2018, operating as a single entity with its principal executive office in Tokyo - The company was incorporated in Japan on May 1, 2018[100] - As of the date of the report, the company does not have any subsidiaries[100] Business Overview Earlyworks is a blockchain technology company that develops solutions based on its proprietary Grid Ledger System (GLS), generating revenue from software development, consulting, and NFT sales Revenue and Net Loss (Fiscal Years 2022-2024) | Metric | FY 2024 (JPY) | FY 2023 (JPY) | FY 2022 (JPY) | | :--- | :--- | :--- | :--- | | Total Revenue | 179.4 million | 46.6 million | 463.7 million | | Net Loss | (330.2 million) | (382.3 million) | (602.5 million) | Revenue Breakdown by Service (% of Total) | Service | FY 2024 | FY 2023 | FY 2022 | | :--- | :--- | :--- | :--- | | Software & System Development | 70.0% | 47.0% | 50.6% | | Consulting & Solution Services | 1.6% | 48.2% | 49.4% | | Sale of NFTs | 28.4% | 4.8% | 0.0% | - The company's core technology is its proprietary Grid Ledger System (GLS), a hybrid blockchain designed to be faster (transaction approval time can reach 0.016 seconds) and more secure than conventional blockchains[109][111][129] - Growth strategies include applying GLS to new industries such as insurance, energy, entertainment, supply chain, and trade[132][133][135] - The company holds 2 registered patents (with 1 pending), 14 trademarks, and 9 domain names, with the patent for its GLS technology considered material to the business[139][140] Item 5. Operating and Financial Review and Prospects This section analyzes the company's financial performance and condition, highlighting a significant revenue surge in fiscal year 2024, a narrowed net loss, and bolstered liquidity from its July 2023 IPO Operating Results For the fiscal year ended April 30, 2024, total revenue increased significantly by 285.1% to JPY 179.4 million, driven by strong growth in software development and NFT sales, while the net loss narrowed to JPY 336.2 million Key Financial Performance (FY2024 vs FY2023) | Metric (JPY) | FY 2024 | FY 2023 | YoY Change | | :--- | :--- | :--- | :--- | | Total Operating Revenues | 179,355,651 | 46,568,529 | +285.1% | | Gross Profit | 141,772,737 | 16,066,293 | +782.4% | | Loss from Operations | (381,486,460) | (388,428,623) | -1.8% | | Net Loss | (336,150,672) | (382,305,039) | -12.1% | - The increase in total revenue was mainly due to the completion of the GLS SDK, which enabled services that meet customer needs, and increased industry presence following the Nasdaq listing[159] - Revenue from consulting and solution services decreased by 87.5% as corporate clients' understanding of blockchain improved, leading to more requests for specific system development rather than general consulting[160] - General and administrative expenses increased by 62.6% in FY2024, primarily due to costs associated with the NASDAQ listing and D&O insurance[170] Liquidity and Capital Resources The company's liquidity relies on cash from operations, bank loans, and equity financing, with a significant boost from its July 2023 IPO providing approximately US$5.1 million in net proceeds Cash Flow Summary (FY2024) | Cash Flow Activity | Amount (JPY) | | :--- | :--- | | Net cash used in operating activities | (393,864,227) | | Net cash used in investing activities | (100,336,193) | | Net cash provided by financing activities | 644,854,140 | - The company received net proceeds of approximately US$5.1 million from its initial public offering on July 27, 2023[185][301] Outstanding Borrowings (as of April 30, 2024) | Lender | Outstanding Principal (JPY) | | :--- | :--- | | Kiraboshi bank | 33,668,000 | | Resona bank Ltd | 100,000,000 | | Shoko Chukin Bank Ltd. | 34,700,000 | Contractual Obligations (as of April 30, 2024) | Obligation Type | Total (JPY) | | :--- | :--- | | Long-term loan | 68,368,000 | | Short-term loan | 100,000,000 | | Operating lease obligations | 11,140,000 | | Total | 179,508,000 | Critical Accounting Estimates The company's most critical accounting estimates relate to income taxes, specifically management's judgments regarding the realizability of deferred tax assets - A key critical accounting estimate is the treatment of income taxes, particularly the establishment of valuation allowances for deferred tax assets[200] - The realization of deferred tax assets is dependent on the generation of future taxable income, and management considers past operating results and future forecasts in this assessment[200] Item 6. Directors, Senior Management and Employees This section introduces the company's leadership team, their compensation, and share ownership, highlighting that the board is led by CEO and co-founder Satoshi Kobayashi, who is the controlling shareholder Directors and Senior Management The company's leadership includes co-founders Satoshi Kobayashi (CEO) and Hiroki Yamamoto (CTO), along with CFO Kota Kobayashi and three independent directors, classifying the company as a "controlled company" under Nasdaq rules - The executive team includes Satoshi Kobayashi (CEO), Hiroki Yamamoto (CTO), and Kota Kobayashi (CFO)[203][204][205] - The company is a "controlled company" as CEO Satoshi Kobayashi beneficially owns more than 50% of the voting power of outstanding shares[214] Compensation For the fiscal year ended April 30, 2024, the total compensation paid to executive officers and directors was JPY 45.6 million, with two stock option plans established to incentivize personnel - Aggregate compensation for executive officers and directors for the fiscal year ended April 30, 2024, was JPY 45,554,611 (US$289,162)[217] - The company has two stock option plans, with options to acquire 1,020,000 shares outstanding under the 2019 Plan and options for 1,960,000 shares outstanding under the 2019 Trust-type Plan as of April 30, 2024[220][221] Share Ownership As of April 30, 2024, share ownership is highly concentrated, with CEO Satoshi Kobayashi beneficially owning 62.76% of the company's ordinary shares Beneficial Ownership of Ordinary Shares (as of April 30, 2024) | Shareholder | Percentage Owned | | :--- | :--- | | Satoshi Kobayashi (CEO) | 62.76% | | Hiroki Yamamoto (CTO) | 8.81% | | Themis Capital GK (100% owned by S. Kobayashi) | 26.53% | | All directors and executive officers as a group | 69.62% | - As of April 30, 2024, approximately 34.02% of outstanding Ordinary Shares were held in the United States by one record holder, The Bank of New York Mellon[240] Item 7. Major Shareholders and Related Party Transactions This section details transactions involving related parties, primarily the company's CEO, Satoshi Kobayashi, who acts as a personal guarantor for the company's office lease and several significant bank loans - CEO Satoshi Kobayashi serves as a guarantor for the company's office space lease agreement[240] - Mr. Kobayashi is also a guarantor for loans from Kiraboshi Bank and Resona Bank, Ltd[241][242] Item 8. Financial Information This section covers legal proceedings and the company's dividend policy, noting an ongoing lawsuit seeking approximately $2.9 million in damages and the company's intention to retain earnings for business development rather than paying dividends - The company is a defendant in a lawsuit filed by certain shareholders seeking monetary damages of $2,925,747[245] - The company has never declared or paid cash dividends and does not intend to pay any in the foreseeable future, retaining earnings to finance growth[246] Item 10. Additional Information This section provides supplementary information for investors, covering Japanese exchange controls (FEFTA) that may affect foreign investors, and a detailed summary of the potential Japanese and U.S. federal income tax consequences of owning the company's shares or ADSs Exchange Controls This subsection explains Japan's Foreign Exchange and Foreign Trade Act (FEFTA), which may subject direct acquisition of the company's ordinary shares by a "Foreign Investor" to a prior filing requirement - Direct acquisition of the company's Ordinary Shares by a "Foreign Investor" could be subject to a prior filing requirement under Japan's FEFTA regulations[252][253] - The prior filing requirement is not triggered for acquiring or trading the company's ADSs[74] Taxation This subsection provides a general overview of the primary Japanese and U.S. federal income tax implications for holders of the company's shares and ADSs, including withholding taxes and PFIC rules - Dividends paid to non-resident holders are generally subject to a Japanese withholding tax of 15.315% (until 2037), which may be reduced by applicable tax treaties[258][261] - The company does not believe it was a Passive Foreign Investment Company (PFIC) for its 2024 taxable year, but its status could change in the future, which would have adverse U.S. tax consequences for U.S. Holders[98][279] - If the company were a PFIC, U.S. Holders could potentially make a "mark-to-market" election for their ADSs, as they are traded on the Nasdaq Capital Market, but a "qualified electing fund" (QEF) election will not be available as the company does not intend to provide the required information[283][284] Item 11. Quantitative and Qualitative Disclosures About Market Risk The company identifies its main market risks as credit risk from customer concentration, liquidity risk managed by monitoring cash reserves, and foreign currency exchange risk from U.S. dollar balances - The company is exposed to concentration of credit risk, with a significant portion of accounts receivable due from a small number of customers[292][402] - Liquidity risk is managed by monitoring cash requirements and maintaining sufficient cash reserves and funding lines[293] - Foreign currency exchange risk exists due to cash balances denominated in US dollars[400] Item 12. Description of Securities Other Than Equity Securities This section focuses on the company's American Depositary Shares (ADSs), where each ADS represents five ordinary shares and is administered by The Bank of New York Mellon, with a schedule of applicable fees provided - Each American Depositary Share (ADS) represents five Ordinary Shares[295] - The depositary for the ADSs is The Bank of New York Mellon[295] Selected Depositary Fees for ADS Holders | Fee | For: | | :--- | :--- | | $5.00 (or less) per 100 ADSs | Issuance or cancellation of ADSs | | $.05 (or less) per ADS | Any cash distribution | | $.05 (or less) per ADS per calendar year | Depositary services | PART II Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds This section confirms the use of proceeds from the company's Initial Public Offering (IPO), which closed on July 27, 2023, generating aggregate net proceeds of approximately US$5.1 million for the company - The company closed its IPO on July 27, 2023, receiving aggregate net proceeds of US$5,104,746.95[301] - The company intends to use the proceeds from the offering as disclosed in its F-1 Registration Statement[302] Item 15. Controls and Procedures Management concluded that as of April 30, 2024, the company's disclosure controls and internal control over financial reporting were not effective due to a material weakness: a lack of sufficient financial reporting and accounting personnel with U.S. GAAP and SEC reporting expertise - Management concluded that disclosure controls and procedures were not effective as of April 30, 2024[304] - A material weakness in internal control over financial reporting was identified due to insufficient financial reporting and accounting personnel with U.S. GAAP and SEC reporting experience[307] - Remediation efforts include appointing a new Chief Financial Officer and hiring more qualified staff[309] Item 16G. Corporate Governance As a foreign private issuer, Earlyworks follows its home country (Japan) corporate governance practices in lieu of certain NASDAQ listing standards, resulting in key differences from U.S. domestic companies - The company is a foreign private issuer and follows Japanese corporate governance practices, exempting it from certain NASDAQ rules[316][317] - Key differences from NASDAQ standards include no requirement for a majority-independent board, use of a board of company auditors instead of an audit committee composed of independent directors, and no standalone compensation or nomination committees[317][318] Item 16K. Cybersecurity The company has implemented a cybersecurity risk management program managed by its Information System Unit and overseen by a Risk Compliance Committee, with no material cybersecurity threats identified to date - Cybersecurity risk is managed by the Information System Unit and overseen by the Risk Compliance Committee[321][322] - The management team, including the CEO and CFO, is responsible for assessing and managing material risks from cybersecurity threats[323] - The company has not identified any cybersecurity risks that have materially affected or are reasonably likely to materially affect its business, operations, or financial condition[321] PART III Item 18. Financial Statements This section contains the company's audited financial statements for fiscal years 2022-2024, prepared in accordance with U.S. GAAP, with the independent auditor's report highlighting a material uncertainty regarding the company's ability to continue as a going concern - The independent auditor's report includes an "Emphasis of Matter" paragraph expressing substantial doubt about the company's ability to continue as a going concern due to significant losses and the need for additional funds[333][352] Balance Sheet Summary (as of April 30, 2024) | Metric | JPY | USD | | :--- | :--- | :--- | | Total Current Assets | 530,390,962 | 3,366,707 | | Total Assets | 575,565,839 | 3,653,459 | | Total Current Liabilities | 193,002,351 | 1,225,101 | | Total Liabilities | 244,841,092 | 1,554,152 | | Total Shareholders' Equity | 330,724,747 | 2,099,307 | Statement of Operations Summary (Year Ended April 30, 2024) | Metric | JPY | USD | | :--- | :--- | :--- | | Total Operating Revenues | 179,355,651 | 1,138,477 | | Gross Profit | 141,772,737 | 899,916 | | Loss from Operations | (381,486,460) | (2,421,522) | | Net Loss | (336,150,672) | (2,133,750) | | Loss Per Share (Basic & Diluted) | (22.77) | (0.14) | - The company is a defendant in a lawsuit where plaintiffs seek damages of USD $2,925,747, resulting in temporarily seized bank accounts totaling JPY 31,486,253 recorded as restricted cash[423] - Subsequent to the fiscal year-end, in May 2024, the company changed its ADS to ordinary share ratio from 1:1 to 1:5, and in August 2024, 1,960,000 stock options under the 2019 Trust-Type Plan were cancelled[445][446]