Exhibit 99.1

[This is an English translation of the original issued in Japanese]

[NOTE] Earlyworks Co., Ltd. assumes no responsibility for this translation or for direct, indirect, or other forms of damages arising from the translation. This document has been translated from the Japanese original for reference purpose only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Notice of the Sixth Ordinary General Meeting of Shareholders

We would like to take this opportunity to thank you for your continued support.

Notice is hereby given that the Sixth Ordinary General Meeting of Shareholders of the Company will be held as described below.

If you are unable to attend the meeting, you may exercise your voting rights in writing. Please review the reference documents for the Sixth Ordinary General Meeting of Shareholders as described below, indicate your approval or disapproval of the proposals on the enclosed Voting Right Exercise Form, and return the form to us so that it reaches us by 6:00 p.m. on Thursday, July 4, 2024 (JST).

If you plan to attend the meeting, please submit the enclosed Voting Right Exercise Form to the receptionist at the meeting.

In the event of any revision to the reference documents for the General Meeting of Shareholders, the Business Report or the Financial Statements, the revised items will be posted on the Company’s website (address: https://e-arly.works/).

Important Notice Regarding Japanese GAAP Financial Information

The financial results for the fiscal year ended April 30, 2024 presented in the following business report and the accompanying Japanese generally accepted accounting principles (“GAAP”) financial statements and related notes are prepared solely in accordance with Japanese GAAP on a non-consolidated basis, have not been reviewed or audited under either the standards of the Public Company Accounting Oversight Board (“PCAOB”) or U.S. generally accepted auditing standards (“GAAS”), and do not present all information necessary for an understanding of the Company’s results of operations for the fiscal year ended April 30, 2024. Our U.S. GAAP results for the fiscal year ended April 30, 2024 remain subject to the completion of management’s reviews and reconciliations and/or adjustments under U.S. GAAP, the Company’s other financial closing procedures, and the audit by the Company’s independent auditor in accordance with the standards of the PCAOB, and may differ from the Japanese GAAP results for this period due to the completion of the Company’s financial closing procedures, the audit under the standards of the PCAOB, and other developments that may arise during the audit process.

The Company expects that its audited consolidated U.S. GAAP results for the fiscal year ended April 30, 2024, in addition to reflecting the consolidation of entities that is not reflected in the non-consolidated Japanese GAAP financial results, may differ from the Japanese GAAP results contained in the following business report and the accompanying Japanese GAAP financial statements and related notes.

The Japanese GAAP financial results included in the following business report have been prepared by and are the responsibility of the Company’s management. The Company’s independent U.S. auditor has not audited, reviewed, compiled, or performed any procedures with respect to the Japanese GAAP financial results presented in the following business report or the accompanying Japanese GAAP financial statements and related notes under either the standards of the PCAOB or U.S. GAAS. Accordingly, the Company’s independent U.S. auditor does not express an opinion or any other form of assurance with respect thereto.

The Company intends to file its Annual Report on Form 20-F containing the audited financial statements for the fiscal year ended April 30, 2024 prepared in accordance with U.S. GAAP by the filing deadline prescribed by the U.S. Securities and Exchange Commission, and such financial information for 2024 contained in the Annual Report, including the Company’s audited financial statements and related notes prepared in accordance with U.S. GAAP, may differ from the Japanese GAAP financial information disclosed in the following business report and the accompanying Japanese GAAP financial statements and related notes. As such, this Japanese GAAP financial information should not be viewed as a substitute for the Company’s audited annual financial statements and related notes prepared in accordance with U.S. GAAP and is not necessarily indicative of any future period. Accordingly, you should not place undue reliance on this Japanese GAAP information.

The discussion of financial results below is presented to our shareholders and holders of our American Depositary Shares (“ADSs”) solely for purposes of compliance with requirements under the Japanese Companies Act in connection with our sixth Ordinary General Meeting of Shareholders.

[This is an English translation of the original issued in Japanese]

[NOTE] Earlyworks Co., Ltd. assumes no responsibility for this translation or for direct, indirect, or other forms of damages arising from the translation. This document has been translated from the Japanese original for reference purpose only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Business Report

(May 1, 2023 to

April 30, 2024)

1. Current Status of the Company

During the 2024 fiscal year, the Japanese economy showed signs of recovery as the spread of the COVID-19 began to subside, accompanied by the movement of people.

Since the 2023 fiscal year, our Company has actively engaged in sales activities for the purpose of planning, proposing, designing, and developing system solutions to solve customer issues, and promoted consulting and contract development for customers in a variety of industries. Furthermore, we focused on the development of our proprietary blockchain technology, Grid Ledger System (“GLS”), and its System Development Kit (“SDK”) package, and made necessary preparations to develop partnerships using GLS with other technology providers. In addition, our work on metaverse services with NTT DOCOMO and large project contracts with Pocket RD Inc. are progressing, and we are in the process of creating several cases that utilize blockchain technology, which is one of our strengths.

As a major capital policy topic, in July 2023, we completed our listing on the NASDAQ Capital Market in the U.S. and raised a total of 781 million yen.

As for strengthening the organizational structure, we also increased the number of personnel in the sales, development, and administrative departments for future business expansion.

As a result of the above, net sales for the 2024 fiscal year were 179 million yen (up by 435.1% from the previous fiscal year), operating loss was 499 million yen (compared to an operating loss of 592 million yen in the previous fiscal year), ordinary loss was 455 million yen (compared to an ordinary loss of 594 million yen in the previous fiscal year), and net loss was 456 million yen (compared to a net loss of 585 million yen in the previous fiscal year).

Sales by Business Segment

(Unit: Million Yen)

Not applicable.

In July 2023, during the 2024 fiscal year, the Company went public on the NASDAQ Capital Market in the U.S. Accordingly, a cumulative total of JPY 781 million was raised through the issue of new shares to provide liquidity.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

The Company will further strengthen its business management system, which is a prerequisite for stable business expansion, and will make further efforts to ensure thorough compliance for transparent, fair and speedy decision-making and to respond to disclosure requirements. Specifically, the Company will further strengthen its corporate governance system, risk management system, compliance system, etc. by providing thorough training to employees and new recruits and by continuously enhancing their expertise through the willing participation of those in charge of various study groups.

The Company believes that it is necessary for the Company to secure and train personnel with outstanding skills beyond their field of expertise, such as personnel for the development of new systems and for marketing to grow the business. The Company will endeavor to develop and secure such personnel.

The Company operates with a few elites in terms of its development department, and considers it necessary to secure and train development personnel to expand the business and respond to various functional requirements, and we will strengthen our development system.

Not applicable.

2. Shares (as of April 30, 2024)

(Note) The Bank of New York Mellon holds shares in the Company as a depositary bank for the purpose of issuing American Depository Receipts.

3.Stock Options, etc.

Note 1

Note 2

Due to the 50-for-1 stock split executed on July 16, 2019 and the 100-for-1 stock split executed on October 26, 2021, the “number of shares to be issued upon exercise of stock option” and “value of assets to be contributed upon exercise of stock option” have been adjusted.

Not applicable

At the Ordinary General Meeting of Shareholders on July 1, 2019, the Company resolved to issue the following stock options to Shohei Samata, the trustee of the Trust for Market Value Issuance Stock options, which were granted on July 3, 2019.

2nd Stock Options

② The Stock Option Holder shall only be unable to exercise the stock options if any of the following events occur between the grant date of the stock options and the expiration date of the exercise period.

(a) When ordinary shares of the Company are issued at a price below 50 yen (provided that the price shall be appropriately adjusted in the same manner as the exercise price in the event of a stock split or reverse stock split by the Company), excluding cases where the payment amount is considered a “specially favorable amount” as defined in Article 199, Paragraph 3, and Article 200, Paragraph 2 of the Companies Act, cases where the price is deemed different from the market price of the ordinary shares, and cases where such issuance is by allotment to shareholders, etc.

(b) When stock options are issued with an exercise price below 50 yen (provided that the price shall be appropriately adjusted in the same manner as the exercise price in the event of a stock split or reverse stock split by the Company), except in cases where the exercise price is set at a price different from the market price of the Company’s ordinary shares at the time of issuance.

(c) When transactions, including sales, are conducted at a price below 50 yen (provided that the price shall be appropriately adjusted in the same manner as the exercise price in the event of a stock split or reverse stock split by the Company) if the Company’s ordinary shares, which are the subject of the stock options, are not listed on any securities exchange in Japan, except in cases where the transactions are conducted at a significantly lower price than the market price at the time of the transaction for purposes such as capital policy.

(d) When the Company’s ordinary shares, which are the subject of the stock options, are listed on any securities exchange in Japan and the closing price of the Company’s ordinary shares in regular trading on such exchange falls below 50 yen (provided that the price shall be appropriately adjusted in the same manner as the exercise price in the event of a stock split or reverse stock split by the Company) after the listing date.

③The Stock Option Holder must be a director, auditor, employee, advisor, or an external collaborator such as an outside consultant or contractor of the Company or its subsidiaries or affiliates at the time of exercising the stock options. However, this requirement does not apply if the Company’s Board of Directors acknowledges that the holder has resigned due to the expiration of their term, retired due to reaching retirement age, or for other legitimate reasons.

④The exercise of the stock options by the heirs of the Stock Option Holder is not permitted.

⑤The stock options cannot be exercised if such exercise would result in the total number of issued shares of the Company exceeding the authorized number of shares at that time.

⑥Fractions of a stock option cannot be exercised.

Note 2

On April 30, 2024, the trustee for the 1,000 stock options of the second series of stock options (A02) was changed to Kotaeru Trust Co., Ltd.

4. Corporate Officers

(1) Directors and Company Auditors (as of April 30, 2024)

Note

1. Directors Mr. Masahiro Tominaga, Mr. Kiyomitsu Takayama, and Mr. Masanori Gomita are independent directors.

2. Auditors Mr. Shinpei Ogose, Mr. Koichi Goto, and Mr. Masaaki Aono are outside company auditors.

3. Full-time Auditor Mr. Shinpei Ogose is a certified public accountant.

4. Auditor Mr. Koichi Goto has considerable knowledge of finance and accounting.

5. Auditor Mr. Masaaki Aono is a qualified lawyer.

6. Auditor Mr. Shozo Kaneko resigned and left his position on October 31, 2023.

(2) Outline of the contents of the liability limitation agreement

Our Company has entered into agreements with independent directors Mr. Masahiro Tominaga, Mr. Kiyomitsu Takayama, and Mr. Masanori Gomita, as well as outside company auditors Mr. Shinpei Ogose, Mr. Koichi Goto, and Mr. Masaaki Aono, that limit their liability to the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act, provided that they act in good faith and without gross negligence in the performance of their duties.

Additionally, we had a similar limited liability agreement with Auditor Mr. Shozo Kaneko, who resigned on October 31, 2023.

(3) Summary of the contents of the indemnity agreement, etc.

Pursuant to Article 430-2, Paragraph 1 of the Companies Act, the Company has entered into an indemnification agreement with each of the directors and corporate auditors listed in (1) above, under which the Company indemnifies them for the expenses listed in Paragraph 1 and losses listed in Paragraph 2 to the extent permitted by law.

The Company had also entered into a similar indemnification agreement with Mr. Shozo Kaneko, Company Auditor, who resigned as of October 31, 2023.

(4) Summary of contents of directors’ and officers’ liability insurance policy, etc.

The Company has maintained a directors’ and officers’ liability insurance policy with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The policy covers all directors, executive officers, and company auditors of the Company, and the insured does not bear the premiums. The policy provides indemnification for legal damages and dispute expenses in the event of a claim for damages arising out of acts (including omissions) performed by the insured in his/her capacity as an insured. Measures are taken to ensure that the appropriateness of the execution of duties by officers, etc. is not impaired by setting a limit on the amount of compensation to be paid.

(5) Remuneration for Directors and Auditors

　　①Total amount of compensation, etc. for the 2024 fiscal year

Note

1. The above includes one auditor who resigned during the 2024 fiscal year.

2. The amount of remuneration for directors does not include salaries for directors who also serve as employees.

3. The amount of monetary remuneration for directors was resolved to be within 180 million yen per year (of which, up to 30 million yen per year for independent directors) at the 2nd Annual General Meeting of Shareholders held on July 28, 2020 (excluding salaries for directors who also serve as employees). At the conclusion of this shareholders’ meeting, the number of directors was six (of which, one was an independent director).

4. The amount of monetary remuneration for company auditors was resolved to be within 18 million yen per year at the 1st Annual General Meeting of Shareholders held on July 1, 2019. At the conclusion of this shareholders’ meeting, the number of company auditors was three.

5. The Board of Directors has delegated the decision on the amount of base remuneration for each director to Representative Director Satoshi Kobayashi. The reason for this delegation is that the Representative Director is deemed suitable to evaluate each director, taking into consideration the overall performance of the company.

(6) Matters Related to Independent Directors and Outside Company Auditors

5. System to ensure the appropriateness of business operations and the status of operation of such system

(1) Systems to ensure that the execution of duties by directors and employees complies with laws and regulations and the Articles of Incorporation (Article 362, Paragraph 4, Item 6 of the Companies Act, Article 100, Paragraph 1, Item 4 of the Rules of the Company)

(2) System for the storage and management of information related to the execution of duties by directors (Article 100, Paragraph 1, Item 1 of the Companies Act Enforcement Regulation)

(3) Regulations and Other Systems for Managing the Risk of Loss (Article 100, Paragraph 1, Item 2 of the Companies Act Enforcement Regulation)

(4) Systems to Ensure Efficient Execution of Duties by Directors (Article 100, Paragraph 1, Item 3 of the Companies Act Enforcement Regulations)

(5) Systems to Ensure Proper Business Operations in Our Company (Article 100, Paragraph 1, Item 5 of the Companies Act Enforcement Regulations)

(6) Matters related to employees requested by auditors to assist in their duties (Article 100, Paragraph 3, Item 1 of the Companies Act Enforcement Regulations).

(7) Matters Related to the Independence of Assistant Auditors from Directors (Article 100, Paragraph 3, Item 2 of the Companies Act Enforcement Regulations)

(8) Matters related to ensuring the effectiveness of instructions to assistants for auditors (Article 100, Paragraph 3, Item 3 of the Companies Act Enforcement Regulations).

(9) Systems for directors and employees to report to auditors and to ensure that they are not treated unfavorably for making such reports (Article 100, Paragraph 3, Items 4 and 5 of the Companies Act Enforcement Regulations)

(10) Matters related to the policy for handling expenses and other costs arising from the execution of duties by auditors (Article 100, Paragraph 3, Items 6 of the Companies Act Enforcement Regulations)

(11) Other systems to ensure that audits by auditors are conducted effectively (Article 100, Paragraph 3, Item 7 of the Companies Act Enforcement Regulations)

(12) Systems to ensure the reliability of financial reporting (Article 24, Paragraph 4, Item 4 of the Financial Instruments and Exchange Act)

<Basic Policy and Status of Measures to Eliminate Anti-Social Forces>

During the 2024 fiscal year, the Board of Directors met 21 times to fully deliberate on each agenda item, report on the status of business execution by directors, and engage in a lively exchange of opinions.

Furthermore, we conduct internal training for our employees to eliminate any connections with anti-social forces and collaborate with external professional organizations such as lawyers to prevent harm caused by such forces. Additionally, we are a member of the “Federation for the Prevention of Special Violence,” where we gather information on anti-social forces and implement appropriate response methods for unjust demands, thereby striving to establish a preparedness system for any eventualities.

<Overview of the Operation Status of Systems to Ensure Proper Business Operation >

Our Company, based on the “Basic Policy on Internal Control Systems,” has implemented the following specific measures:

In the 2024 fiscal year, the board of directors met 21 times, with sufficient deliberation on each agenda item and reports on the status of the directors’ business execution, leading to active exchanges of opinions.

To ensure thorough compliance awareness, regular training is conducted. Company-wide education on information security and compliance has been provided. The Internal Audit Department includes the compliance with laws, articles of incorporation, and internal regulations as audit items to confirm that the Company’s operations are being conducted properly. From a risk management perspective, an internal reporting system has been established to detect compliance violations. If any compliance violations occur, countermeasures are formulated and company-wide alerts are issued.

In the 2024 fiscal year, the board of auditors met 11 times and conducted audits based on the audit plan established by the board of auditors. In addition to attending the 21 board of directors meetings held during the fiscal year, full-time auditors attended executive meetings to audit the directors’ business execution. To enhance the effectiveness of the audits, the board of auditors exchanges information with the head of the management department and conducts interviews with the representative director as needed (As of April 30, 2024)

Statutory Financial Statements Prepared in Accordance with Japanese GAAP

[Note] The statutory financial statements and related notes on the following pages have been prepared in accordance with Japanese GAAP. These results may differ in material respects from our audited consolidated financial results under U.S. GAAP that will be reported at a later date and included in our Annual Report on Form 20-F, which will be filed with the U.S. Securities and Exchange Commission and available at www.sec.gov. The attached financial statements and related notes are provided to our shareholders and ADS holders solely in accordance with requirements under the Japanese Companies Act in connection with our Annual Meeting. See “Important Notice Regarding Japanese GAAP Financial Information” above.

Balance Sheet

(Unit: Thousand Yen)

Income Statement

(From May 1, 2023

To April 30, 2024)

(Unit：Thousand)

Statement of Changes in Shareholders’ Equity

(From May 1, 2023

To April 30, 2024)

(Unit：Thousand)

Individual Notes Table

Tangible Fixed Assets: Buildings and building fixtures are depreciated using the straight-line method, while tools, furniture, and fixtures are depreciated using the declining balance method

The main useful lives are as follows:

Buildings and building fixtures: 2 years

Tools, furniture, and fixtures: 2 to 4 years

Provision for Bonuses: To cover the payment of bonuses to employees, the amount expected to be paid is recorded in proportion to the applicable fiscal year

Accounting for Consumption Taxes: The accounting treatment for consumption tax and local consumption tax is based on the tax-excluded method.

(1)Types and Number of Issued Shares as of the End of the Fiscal Year

(2)Class and number of shares to be issued or transferred upon exercise of stock options (excluding those for which the first day of the exercise period has not arrived) as of the end of the 2024 fiscal year

Audit Report by the Board of Auditors

Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Approval of Financial Statements for the Sixth Fiscal Year (From May 1, 2023 to April 30, 2024)

In accordance with Article 438, Paragraph 2 of the Companies Act, we request your approval of the financial statements for the sixth fiscal year. The details of the proposal are as stated in the provided documents. The board of directors has determined that the financial statements for the sixth fiscal year accurately reflect the Company’s assets and profit/loss status in accordance with laws and the articles of incorporation.

No. 2: Partial Amendment to the Articles of Incorporation

To clarify the business activities in line with the current status of the Company’s operations, we propose to amend Article 2 of the current Articles of Incorporation.

The details of the amendment are as follow.

(The underlined indicates the portions to be changed)

25

Exhibit 99.2