Perpetuals.com (PDC) overhauls audit structure and appoints new leaders

Rhea-AI Filing Summary

Perpetuals.com Ltd held an Extraordinary General Meeting on March 30, 2026, where shareholders approved all proposals, including a partial amendment to the articles of incorporation and board changes. A total of 9,831,162 votes, representing approximately 64.47% of exercisable votes as of December 30, 2025, were cast.

Shareholders approved transitioning from a “Company with Board of Statutory Auditors” to a “Company with Statutory Auditor,” effective March 31, 2026. They elected Brandon J. Williams and Kohichi Goto as directors and Jason D. Sawyer as statutory auditor. Several auditors and a director resigned for non-disagreement reasons, and Matthew Nicoletti was appointed Chief Strategy Officer and executive director effective March 30, 2026.

Key Figures

Votes represented: 9,831,162 votes Turnout percentage: 64.47% Votes for Item No. 1: 9,764,937 votes for +4 more

7 metrics

Votes represented 9,831,162 votes Present at Extraordinary General Meeting; 64.47% of exercisable votes as of December 30, 2025

Turnout percentage 64.47% Votes exercisable as of December 30, 2025 at Extraordinary General Meeting

Votes for Item No. 1 9,764,937 votes for Amendment to articles of incorporation at Extraordinary General Meeting

Votes for director elections 9,794,197 votes for Election of Brandon J. Williams and Kohichi Goto as directors; 36,965 votes against each

Effective date governance change March 31, 2026 Transition to Company with Statutory Auditor

Record date December 30, 2025 Record date for exercisable votes at Extraordinary General Meeting

CSO appointment effective date March 30, 2026 Matthew Nicoletti appointed Chief Strategy Officer and executive director

Key Terms

Company with Board of Statutory Auditors, Company with Statutory Auditor, Extraordinary General Meeting, articles of incorporation, +1 more

5 terms

Company with Board of Statutory Auditors regulatory

"transition the Company’s governance structure from a “Company with Board of Statutory Auditors” (Kansayaku-kai Secchi Kaisha)"

Company with Statutory Auditor regulatory

"to a “Company with Statutory Auditor” (Kansayaku Secchi Kaisha) under the Japanese Companies Act"

Extraordinary General Meeting regulatory

"The Extraordinary General Meeting (the “Meeting”) of shareholders of Perpetuals.com Ltd"

articles of incorporation regulatory

"partial amendment to the articles of incorporation, which was intended to transition the Company’s governance structure"

A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.

Chief Strategy Officer financial

"a resolution was passed to appoint Mr. Matthew Nicoletti as the Chief Strategy Officer of the Company"

A chief strategy officer (CSO) is the senior executive who crafts a company’s long-term plan and decides which markets, products, partnerships, or investments to prioritize—think of them as the company’s navigator plotting the course. Investors pay attention because the CSO shapes where the company will grow, what risks it will take, and how it will deploy resources; strong strategic direction can improve future revenue and value, while poor choices can weigh on returns.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 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 Perpetuals.com Ltd

The Extraordinary General Meeting (the “Meeting”) of shareholders of Perpetuals.com Ltd (the “Company”) was held on March 30, 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 March 11, 2026, the shareholders of the Company were invited to cast votes on the following proposals during the Meeting: (i) item No. 1, partial amendment to the articles of incorporation, which was intended to transition the Company’s governance structure from a “Company with Board of Statutory Auditors” (Kansayaku-kai Secchi Kaisha) to a “Company with Statutory Auditor” (Kansayaku Secchi Kaisha) under the Japanese Companies Act, in order to establish a more agile and effective audit structure suited to the Company’s scale and operations; (ii) item No. 2, election of two (2) directors, who are Brandon J. Williams and Kohichi Goto, respectively; and (iii) item No. 3, election of one (1) statutory auditor, Jason D. Sawyer.

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

A total of 9,831,162 votes, representing approximately 64.47% of the votes exercisable as of December 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			9,764,937				66,225
Item No. 2 (Election of Brandon J. Williams as Director)			9,794,197				36,965
Item No. 2 (Election of Kohichi Goto as Director)			9,794,197				36,965
Item No. 3			9,794,197				36,965

1 

Amendment of Articles of Incorporation

As approved by the Company’s shareholders during the Meeting, the Company will transition from a “Company with Board of Statutory Auditors” (Kansayaku-kai Secchi Kaisha) to a “Company with Statutory Auditor” (Kansayaku Secchi Kaisha), effective on March 31, 2026. The amended and restated articles of incorporation are filed as Exhibit 3.1 hereto.

Resignations of Director and Company Auditors

On March 30, 2026, Mr. Hiroki Yamamoto (“Mr. Yamamoto”) notified the Company of his resignation as a Director of the Company, effective as of March 30, 2026. Mr. Yamamoto has advised that his resignation was due to personal reasons and not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company. Mr. Yamamoto will continue to serve as an employee of the Company.

In connection with the amendment of the articles of incorporation and the transition of the Company’s governance structure approved at the Meeting, Mr. Shinpei Ogose, Mr. Kohichi Goto and Mr. Masaaki Aono resigned as the Company Auditors, effective as of March 30, 2026. Their resignations were not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company. As approved during the Meeting, Mr. Kohichi Goto will serve as a Director of the Company.

Appointment of the Chief Strategy Officer

During the March 5, 2026 board meeting of the Company, a resolution was passed to appoint Mr. Matthew Nicoletti as the Chief Strategy Officer of the Company, effective on March 30, 2026. Before such appointment, Mr. Matthew Nicoletti served as an independent director of the Company. Upon such appointment, Mr. Matthew Nicoletti will serve as an executive director and the Chief Strategy Officer of the Company.

2 

Exhibit Index

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

3 

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: April 1, 2026	By:	/s/ Satoshi Kobayashi
	Name:	Satoshi Kobayashi
	Title:	Co-Chief Executive Officer, Interim Chief Financial Officer and Representative Director (Principal Executive Officer)

4 

FAQ

What did Perpetuals.com Ltd (PDC) shareholders approve at the Extraordinary General Meeting?

Shareholders approved all proposals, including amending the articles of incorporation, electing two directors, and appointing one statutory auditor. These decisions update the company’s governance structure and confirm the new leadership and oversight framework approved on March 30, 2026.

How is Perpetuals.com Ltd (PDC) changing its governance and audit structure?

The company will shift from a “Company with Board of Statutory Auditors” to a “Company with Statutory Auditor,” effective March 31, 2026. This change is intended to provide a more agile and effective audit structure suited to the company’s scale and operations under Japanese law.

Who was elected to the board and as statutory auditor of Perpetuals.com Ltd (PDC)?

Shareholders elected Brandon J. Williams and Kohichi Goto as directors and Jason D. Sawyer as statutory auditor. Each received strong support, with 9,794,197 votes for and 36,965 votes against in the elections recorded at the March 30, 2026 meeting.

What was shareholder participation in Perpetuals.com Ltd’s (PDC) Extraordinary General Meeting?

A total of 9,831,162 votes were present in person or by proxy, representing about 64.47% of votes exercisable as of December 30, 2025. This turnout indicates a solid level of shareholder engagement in the company’s governance decisions.

Which directors and auditors resigned from Perpetuals.com Ltd (PDC) and why?

Director Hiroki Yamamoto resigned for personal reasons, while auditors Shinpei Ogose, Kohichi Goto, and Masaaki Aono resigned in connection with the governance transition. The company states these departures did not result from any disagreement over operations, policies, or practices.

Who is the new Chief Strategy Officer at Perpetuals.com Ltd (PDC)?

The board appointed Matthew Nicoletti as Chief Strategy Officer, effective March 30, 2026. Previously an independent director, he will now serve as both an executive director and Chief Strategy Officer, reflecting an expanded operational role within the company’s leadership team.

Filing Exhibits & Attachments

1 document

Other Documents

• EX-3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE REGISTRANT (ENGLISH TRANSL 45.7 KB