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                             November 18, 2022

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

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

       Dear Akihisa Nagasaka:

             We have reviewed your amended draft 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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       October 19, 2022 letter.

       Amendment No. 1 to Draft Registration Statement on Form F-1

       Financial Statements, page F-1

   1.                                                   We note your revised
disclosures in response to prior comment 14 where you removed the
                                                        references to
consolidated financial statements. However, we note that you continue to
                                                        disclose that you have
a subsidiary located in Japan. For example, on page F-15 you
                                                        disclose that "all of
the Company   s revenue was generated by the Company and its
                                                        subsidiary, which are
both located in Japan." Please explain or revise as necessary. Refer
                                                        to the definition of a
subsidiary in ASC 810-10-20.
 Akihisa Nagasaka
FirstName
EarlyworksLastNameAkihisa Nagasaka
           Co., Ltd.
Comapany 18,
November  NameEarlyworks
              2022        Co., Ltd.
November
Page 2    18, 2022 Page 2
FirstName LastName
Statements of Operations and Comprehensive Loss, page F-4

2.       We note that for each period presented, you incurred net losses
however, you disclose a
         higher number of diluted weighted average common shares outstanding
than basic
         weighted average common shares outstanding. In this regard, it appears
that you have
         included antidilutive securities in your calculations of diluted
weighted average shares
         outstanding, and therefore diluted net loss per share is misstated.
Please revise. Refer to
         ASC 260-10-45-20.
Note 13 - Subsequent events , page F-25

3.       We note your revised disclosures in response to prior comment 15;
however, it appears
         that you have not retrospectively adjusted your financial statements,
including net loss per
         share, for the effects of the recapitalization. Please revise. Also,
tell us and revise to
         disclose the number of ordinary shares surrendered as part of the
recapitalization
         transaction.
General

4.       We note your response to comment 11. While we do not have any further
comments at
         this time regarding your response, please confirm your understanding
that our decision not
         to issue additional comments should not be interpreted to mean that we
either agree or
         disagree with your response, including any conclusions you have made,
positions you
         have taken and practices you have engaged in or may engage in with
respect to this
         matter.
        You may contact Dave Edgar, 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 Jan Woo, Legal Branch
Chief, at (202)
551-3453 with any other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
cc:      Ying Li