Perpetuals.Com Ltd current report, Q3 FY2023

Filing Overview

This Form 6-K, filed for July 2023, reports that Earlyworks Co., Ltd., a Japanese foreign private issuer, closed its initial public offering on July 27, 2023. The filing text identifies the issuer as Earlyworks Co., Ltd.; this differs from the request metadata naming Perpetuals.Com Ltd.

Offering and Key Metrics

  • Issued 1,200,000 American Depositary Shares (ADSs).
  • Public offering price was $5.00 per ADS.
  • Each ADS represents one ordinary share.
  • Implied gross offering proceeds were approximately $6.0 million before underwriting discounts, commissions, and offering expenses.
  • The ADSs began trading on the Nasdaq Capital Market on July 25, 2023, under the ticker symbol ELWS.

Material Changes and Unusual Items

The principal reported event is the completion of the IPO on a firm-commitment basis under the company’s Form F-1 registration statement, which became effective on July 24, 2023. The filing does not provide revenue, profitability, cash flow, margin, debt, liquidity, or balance-sheet metrics, nor does it present a prior-period comparison.

Guidance, Outlook, Risks, and Contingencies

The filing provides no financial guidance or management outlook. It includes the standard qualification that the securities may not be offered or sold in jurisdictions where such activity would be unlawful before required registration or qualification. The filing does not describe the use of IPO proceeds, dilution, underwriting terms, or other contingencies.

Investor Verification Items

  • Confirm the issuer identity, because the filing names Earlyworks Co., Ltd., while the request metadata names Perpetuals.Com Ltd.
  • Verify net IPO proceeds after underwriting discounts, commissions, and expenses.
  • Review the Form F-1 for use of proceeds, dilution, capitalization, risk factors, and financial statements.
  • Confirm the ADS-to-ordinary-share ratio and Nasdaq trading details.