ULTIMATE-Subaru is a next large facility instrument program after PFS, which will develop wide-field near-infrared (NIR) imager and multi-object spectrograph with the aid of ground-layer adaptive optics system (GLAO) at the Cassegrain focus of the telescope in early 2020s. The GLAO is an adaptive optics system that uniformly improves image quality (less than 0.2 arcsec in K-band) over the wide field of view (> 16 arcmin) by correcting only for the turbulence at the ground layer of the Earth’s atmosphere. The main science case for the ULTIMATE-Subaru is a complete census of galaxy evolution from cosmic dawn (z>8) to cosmic noon (z=1-3). Ultra-deep, wide-field narrow-band imaging survey in J -band will find proto-galaxy candidates at z>8. Wide-field narrow-band imaging and deep multi-object spectroscopies of a statistical sample of galaxies at the cosmic noon (z=1-3) especially in K-band will tell us the origin of Hubble sequence seen at the present-day galaxies. In addition to the high-redshift galaxy science, the expected performance of ULTIMATE-Subaru in near-infrared will be useful for a wide variety of science cases such as nearby galaxies, the Galactic center, globular clusters, and Galactic star-forming regions. These science cases will provide excellent targets to follow up with TMT for detailed spectroscopic and IFU analyses in 2020s and beyond. In this presentation, we will introduce an overview of the ULTIMATE-Subaru project, near-infrared wide-field instruments, and science cases with the ULTIMATE-Subaru.