Perpetuals.com (PDC) holders approve Perpetual Markets acquisition plan

Rhea-AI Filing Summary

Perpetuals.com Ltd, formerly Earlyworks Co., Ltd., reports that shareholders approved all proposals at an extraordinary general meeting held on January 16, 2026. Resolutions included issuing shares and conditional Series P shares to acquire 100% of Perpetual Markets Ltd., issuing share options for future financing, amending the articles of incorporation, electing two directors, and setting director remuneration.

The amendments change the company name to Perpetuals.com Ltd and increase and restructure authorized share capital, including creation of Series P shares. The name change and a ticker change from ELWS to PDC both became effective on January 20, 2026. The acquisition of Perpetual Markets and related share issuances remain subject to customary closing conditions, including completion of due diligence. Shareholder turnout was 9,648,560 votes, or about 63.26% of votes exercisable as of October 30, 2025, with strong support for each item.

Insights

Cross-border governance and transactions analyst

Shareholders cleared all steps for a stock-based Perpetual Markets acquisition and rebranding to Perpetuals.com.

The meeting approved share issuances, conditional Series P shares, and share options tied to acquiring 100% of Perpetual Markets Ltd. These resolutions, along with amendments to increase and restructure authorized share capital and create Series P shares, provide the corporate tools needed to complete a stock-based acquisition and secure additional financing options.

Shareholders also approved a name change from Earlyworks Co., Ltd. to Perpetuals.com Ltd and a ticker change from ELWS to PDC, effective January 20, 2026, plus the election of Patrick Gruhn and Matthew Nicoletti as directors and the determination of director remuneration. Turnout reached 9,648,560 votes, about 63.26% of exercisable votes as of October 30, 2025, with each item receiving over 9.56 million votes in favor.

The acquisition and related issuances remain subject to customary closing conditions, including completion of due diligence, so the combination with Perpetual Markets is not yet finalized. Future disclosures around closing of the transaction and use of the approved financing flexibility will clarify how these approvals translate into the company’s operating and capital structure.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2026 

Commission File Number: 001-41752

Perpetuals.com Ltd

5-7-11, Ueno, Taito-ku

Tokyo, Japan 110-0005

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒        Form 40-F ☐

Results of Extraordinary General Meeting of Shareholders of Earlyworks Co., Ltd.

The Extraordinary General Meeting (the “Meeting”) of shareholders of Earlyworks Co., Ltd. (the “Company”) was held on January 16, 2026 in Tokyo, Japan.

As previously disclosed in the Company’s Report on Form 6-K filed with the U.S. Securities and Exchange Commission on December 29, 2025, the shareholders of the Company were invited to cast votes on the following proposals during the Meeting: (i) item No.1 Issuing Shares for Subscription; (ii) item No.2 Issuing Series P Share for Subscription (Conditional), which, together with item No.1, was intended to acquire 100% of the outstanding shares of Perpetual Markets Ltd. (“Perpetual Markets”) by issuing shares to Perpetual Markets’ shareholders and, subject to the completion of the transaction and satisfaction of applicable conditions, to result in Perpetual Markets becoming a wholly-owned subsidiary of the Company; (iii) item No.3 Issuing Share Option for Subscription, which was intended to secure flexible future financing methods, including funds for the cash consideration in the transaction aimed at acquiring 100% of the outstanding shares of Perpetual Markets and making it a subsidiary of the Company, while also strengthening relationships with strategic partners to enhance the Company’s corporate value; (iv) item No.4 Partial Amendments to the Articles of Incorporation, which was intended to change the Company’s name from “Earlyworks Co., Ltd.” to “Perpetuals.com Ltd”, increase the number of authorized shares, change the authorized share structure and create the Series P shares, and change the types of share certificates to be issued in the future; (v) item No.5 Election of Two (2) Directors, who are Patrick Gruhn and Matthew Nicoletti, respectively; (vi) item No.6 Determination of Remuneration for Directors.

At the Meeting, the shareholders of the Company approved and adopted all the resolutions as originally proposed.

The issuance of the shares and the completion of the acquisition of Perpetual Markets remain subject to the satisfaction of customary closing conditions, including the completion of due diligence.

A total of 9,648,560 votes, representing approximately 63.26% of the votes exercisable as of October 30, 2025, the record date for the Meeting, were present in person or by proxy at the Meeting. The results of the votes were as follows: 

Resolution		For				Against
Item No.1			9,584,260				64,300
Item No.2			9,585,260				63,300
Item No.3			9,564,260				84,300
Item No.4			9,565,260				83,300
Item No.5 (Election of Patrick Gruhn as Director)			9,617,685				30,875
Item No.5 (Election of Matthew Nicoletti as Director)			9,617,685				30,875
Item No.6			9,585,260				63,300

Changes of the Company’s Name and Ticker and Amendment of Articles of Incorporation

As approved by the Company’s shareholders during the Meeting, the Company’s name is changed from “Earlyworks Co., Ltd.” to “Perpetuals.com Ltd” and such change became effective on January 20, 2026. The amended and restated articles of incorporation are filed as Exhibit 3.1.

The Company’s ticker symbol is changed from “ELWS” to “PDC,” effective January 20, 2026.

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Exhibit Index

Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation of the Registrant (English Translation)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Perpetuals.com Ltd
Date: January 16, 2026	By:	/s/ Satoshi Kobayashi
	Name:	Satoshi Kobayashi
	Title:	Chief Executive Officer, Interim Chief Financial Officer and Representative Director (Principal Executive Officer)

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FAQ

What did Earlyworks (now Perpetuals.com) shareholders approve at the January 2026 extraordinary meeting?

Shareholders approved all six proposals, including issuing shares to acquire 100% of Perpetual Markets Ltd., creating conditional Series P shares, issuing share options, amending the articles of incorporation, electing two directors, and determining director remuneration.

How is Perpetual Markets Ltd. involved with Perpetuals.com Ltd (ELWS/PDC)?

The approved resolutions allow the company to acquire 100% of the outstanding shares of Perpetual Markets Ltd. by issuing shares to Perpetual Markets’ shareholders. Upon completion of the transaction and satisfaction of conditions, Perpetual Markets is intended to become a wholly owned subsidiary.

What changes were made to Earlyworks’ name and ticker symbol?

As approved at the meeting, the company’s name changed from Earlyworks Co., Ltd. to Perpetuals.com Ltd, effective January 20, 2026. The ticker symbol changed from ELWS to PDC on the same date.

What corporate governance changes were approved for Perpetuals.com Ltd?

Shareholders elected Patrick Gruhn and Matthew Nicoletti as directors and approved the determination of director remuneration. These changes accompany the broader capital and structural changes linked to the Perpetual Markets transaction.

What amendments to the articles of incorporation were approved?

The amendments include changing the company name to Perpetuals.com Ltd, increasing the number of authorized shares, changing the authorized share structure and creating Series P shares, and changing the types of share certificates to be issued in the future. The amended and restated articles are filed as Exhibit 3.1.

Is the acquisition of Perpetual Markets Ltd. by Perpetuals.com completed?

No. The acquisition and related share issuances remain subject to customary closing conditions, including completion of due diligence. The intent is for Perpetual Markets to become a wholly owned subsidiary once these conditions are satisfied.

How strong was shareholder participation and support at the extraordinary meeting?

A total of 9,648,560 votes, representing about 63.26% of votes exercisable as of October 30, 2025, were present in person or by proxy. Each item received more than 9.56 million votes in favor and relatively few votes against.