Core Viewpoint - Earlyworks Co., Ltd. has received a final extension from the Nasdaq Hearings Panel until October 29, 2025, to regain compliance with Nasdaq's continued listing requirements [1][3]. Compliance Status - The company was previously notified on May 2, 2025, that it did not meet the Nasdaq Listing Rule 5550(b)(2), which requires a minimum market value of listed securities of $35 million [2]. - Earlyworks is pursuing compliance through an alternative standard under Nasdaq Listing Rule 5550(b)(1), which requires a minimum stockholders' equity of $2.5 million [2]. - The Panel had granted an exception until September 19, 2025, to regain compliance with the Equity Rule, subject to certain conditions [2]. Extension Details - The Panel's decision to grant a final extension allows the company to continue working on its equity financing initiatives [3]. - If compliance is not achieved by the new deadline, the company's securities will be delisted from Nasdaq [3]. Trading Status - The company's American Depositary Shares (ADSs) will remain listed and eligible for trading on the Nasdaq Capital Market during the extension period [4]. Company Overview - Earlyworks Co., Ltd. operates proprietary private blockchain technology known as the Grid Ledger System (GLS), which is designed for various applications across multiple industries [5]. - GLS features high-speed processing of 0.016 seconds per transaction, tamper-resistance, security, and zero server downtime [5]. - The company aims to enhance GLS as an infrastructure for the upcoming Web3/metaverse-like data society [5].

Core Points - Earlyworks Co., Ltd. has received an exception from the Nasdaq Hearings Panel to continue its listing on the Nasdaq Capital Market [1] - The company failed to meet the minimum market value requirement of $35 million for 30 consecutive trading days and did not regain compliance during the 180-day grace period [2] - Earlyworks is pursuing compliance through an alternative standard that requires a minimum stockholders' equity of $2.5 million [3] Compliance Extension - The Nasdaq Hearings Panel has granted Earlyworks an extension until September 19, 2025, to regain compliance with listing standards [4] - During this extension, the company's American Depositary Shares (ADSs) will remain listed and eligible for trading [4] Compliance Requirements - By September 19, 2025, the company must file a public disclosure detailing transactions undertaken to achieve compliance with the Equity Rule, including a balance sheet and an affirmative statement of compliance [7] - The company is also required to provide income projections for the next 12 months and evidence of compliance with all applicable criteria for continued listing [7] Company Overview - Earlyworks operates proprietary private blockchain technology known as the Grid Ledger System (GLS), which features high-speed processing, tamper-resistance, and versatile applications across various industries [5] - The company's mission is to enhance GLS and establish it as an infrastructure for the emerging Web3/metaverse data society [5]

Core Viewpoint - Earlyworks Co., Ltd. is facing delisting from the Nasdaq Capital Market due to its market value falling below the required $35 million for 30 consecutive trading days, and it did not regain compliance during the 180-day grace period [2][3] Group 1: Delisting and Compliance - The Nasdaq determined to delist Earlyworks' securities as it failed to meet the minimum market value requirement [2] - The company has until May 9, 2025, to appeal the delisting decision, or trading of its American Depositary Shares will be suspended on May 13, 2025 [3][4] - Earlyworks is considering an appeal and has plans to request a hearing to stay the suspension and delisting process [4] Group 2: Financial Strategy and Compliance - The company is exploring options to meet the equity standard of at least $2.5 million in shareholders' equity to regain compliance with Nasdaq's listing standards [5] - Earlyworks is evaluating strategic options, including third-party allotments and business alliances, to strengthen its financial base [5] - The company is in discussions with potential investors to enhance its capital structure [7] Group 3: Business Development and Growth - Earlyworks is committed to enhancing shareholder value and is engaged in discussions with leading Japanese companies across various sectors to co-develop services powered by its Grid Ledger System (GLS) [6] - The company aims to accelerate these initiatives in the coming quarters to contribute to business growth [6] - Earlyworks is making progress in securing strategic financing to support sustainable scaling and enhance shareholder value [7] Group 4: Technology Overview - Earlyworks operates its proprietary private blockchain technology, GLS, which features high-speed processing, tamper-resistance, and versatile applications across multiple industries [8] - GLS is designed to serve as an infrastructure for the upcoming Web3/metaverse-like data society [8]

Financial Performance - For the six months ended October 31, 2024, the Company's revenue increased by approximately JPY 170,039 thousand, reaching approximately JPY 224,984 thousand compared to the same period in 2023 [1][12] - Gross profit increased by approximately JPY 81,193 thousand, while net loss decreased by approximately JPY 74,789 thousand compared to the same period in 2023 [1] - Revenue from software and system development services increased by approximately JPY 212,888 thousand, attributed to the launch of the System Development Kit package for GLS [13] - Revenue from consulting and solution services increased by approximately JPY 6,016 thousand due to collaborations with large Japanese corporations [13] - Revenue from sales of NFTs decreased by approximately JPY 48,865 thousand due to a decline in demand in the NFT market [13] - Cost of revenue increased by approximately JPY 88,846 thousand, primarily due to the significant increase in revenue [14] - Total operating expenses decreased by approximately JPY 37,395 thousand, mainly due to a reduction in general and administrative expenses and research and development expenses [15] Company Developments - The Company was successfully listed on Nasdaq in July 2023, marking a significant milestone [2] - The proprietary blockchain platform, the "Grid Ledger System (GLS)," was completed in December 2023 and has been recognized for its high processing speed by multiple corporate clients [2] - The Company is preparing for a full-scale expansion of services, including system planning, development, consultation, and maintenance across various industries [3] - To accelerate growth in Web3-related businesses, the Company is promoting business alliances and collaborations to enhance GLS's reliability and market competitiveness [4] Organizational Structure - In November 2024, the Company appointed a Chief Operating Officer (COO) to drive business operations and improve sales activities [5] - A Chief Design Officer (CDO) role was established to enhance creative and design capabilities, focusing on user experience for GLS and other technologies [5] - The collaboration between the COO and CDO is expected to enable the execution of business strategies and deliver customer value [6] Financial Position - As of October 31, 2024, the Company had approximately JPY 243,979 thousand in cash and restricted cash, with total shareholders' equity decreasing to approximately JPY 220,559 thousand due to net loss [16] - Total assets as of October 31, 2024, were approximately JPY 380,153,967 [11]

Table of Contents As filed with the U.S. Securities and Exchange Commission on July 14, 2023 Registration No. 333-269068 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 TO FORM F-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Earlyworks Co., Ltd. (Exact name of Registrant as specified in its charter) Earlyworks Co., Ltd. (Translation of Registrant's name into English) (State or other jurisdiction of incorporation or organization) (Primary Standard Industria ...

Table of Contents As filed with the U.S. Securities and Exchange Commission on June 28, 2023 Registration No. 333-269068 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.5 TO FORM F-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Earlyworks Co., Ltd. (Exact name of Registrant as specified in its charter) Earlyworks Co., Ltd. (Translation of Registrant's name into English) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial ...

Table of Contents As filed with the U.S. Securities and Exchange Commission on June 20, 2023 Registration No. 333-269068 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.4 TO FORM F-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Earlyworks Co., Ltd. (Exact name of Registrant as specified in its charter) Earlyworks Co., Ltd. (Translation of Registrant's name into English) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial ...

Table of Contents As filed with the U.S. Securities and Exchange Commission on June 2, 2023 Registration No. 333-269068 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.3 TO FORM F-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Earlyworks Co., Ltd. (Exact name of Registrant as specified in its charter) Earlyworks Co., Ltd. (Translation of Registrant's name into English) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial ...

Table of Contents As filed with the U.S. Securities and Exchange Commission on May 19, 2023 Registration No. 333-269068 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.2 TO FORM F-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Earlyworks Co., Ltd. (Exact name of Registrant as specified in its charter) Earlyworks Co., Ltd. (Translation of Registrant's name into English) (Name, address, including zip code, and telephone number, including area code, of agent for ...

Table of Contents As filed with the U.S. Securities and Exchange Commission on January 12, 2023 Registration No. 333-269068 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.1 TO FORM F-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Earlyworks Co., Ltd. (Exact name of Registrant as specified in its charter) Earlyworks Co., Ltd. (Translation of Registrant's name into English) (State or other jurisdiction of incorporation or organization) (Primary Standard Industr ...