Perpetuals.com (NASDAQ: ELWS) sets EGM on board and auditor changes
Rhea-AI Filing Summary
Perpetuals.com Ltd has called an Extraordinary General Meeting of Shareholders in Tokyo for March 30, 2026. Shareholders will vote on amending the Articles of Incorporation to shift from a company with a Board of Statutory Auditors to a single Statutory Auditor structure, aiming for faster, more flexible governance.
They will also vote on electing two outside directors, Brandon J. Williams and Koichi Goto, to strengthen global strategy and oversight, and on appointing Jason D. Sawyer as Statutory Auditor. Holders of ordinary shares and ADSs can vote by proxy, with ADS instructions due by 12:00 p.m. EST on March 23, 2026.
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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 March 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 ☐
Convocation of the Extraordinary General Meeting of Shareholders of Perpetuals.com Ltd
In accordance with the rules and regulations of the Japanese Companies Act, Perpetuals.com Ltd (the “Company”) has caused a notice and accompanying information, including voting instructions, to be sent to all holders of its ordinary shares and American Depositary Shares with respect to its extraordinary general meeting of shareholders to be held in Tokyo, Japan on March 30, 2026. Copies of the meeting notice and the form of proxy card are furnished hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
Exhibit 99.1 and Exhibit 99.2 furnished hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Notice of Convocation of the Extraordinary General Meeting of Shareholders | |
| 99.2 | Form of Proxy Card |
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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: March 11, 2026 | By: | /s/ Satoshi Kobayashi |
| Name: | Satoshi Kobayashi | |
| Title: | Co-Chief Executive Officer, Interim Chief Financial Officer and Representative Director | |
| (Principal Executive Officer) | ||
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Exhibit 99.1
【This is an English Translation of the original issued in Japanese】
[NOTE] Perpetuals.com 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.
March 9, 2026
To the Shareholders
5-7-11 Ueno, Taito-ku, Tokyo, Japan
Perpetuals.com Ltd (the “Company”)
Satoshi Kobayashi
Co-Chief Executive Officer / Interim Chief Financial Officer
Notice of Convocation of the Extraordinary General Meeting of Shareholders
We would like to take this opportunity to thank you for your continued support.
Notice is hereby given that the Extraordinary 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 Extraordinary General Meeting of Shareholders as described below, indicate your approval or disapproval of the proposals on the enclosed Voting Rights Exercise Form, and return the form to us so that it reaches us by 6:00 p.m. on March 29, 2026 (JST). Doors open at 9:30 a.m.
| 1. | Date and Time | 10:00 a.m., Monday, March 30, 2026 (JST) |
| 2. | Venue | Conference Room, Head Office |
| 3F MR Building, 5-7-11 Ueno, Taito-ku, Tokyo, Japan | ||
| 3. | Matters to be Resolved | |
| Item No.1 | Partial Amendment to the Articles of Incorporation | |
| Item No.2 | Election of Two (2) Directors | |
| Item No.3 | Election of One (1) Statutory Auditor | |
If you plan to attend the meeting, please submit the enclosed Voting Rights 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 revised items will be posted on the Company’s website (address: https://e-arly.works/).
English Translation (For Reference)
Proposal No. 1: Partial Amendment to the Articles of Incorporation
The Company proposes to transition from a “Company with Board of Statutory Auditors” (Kansayaku-kai Secchi Kaisha) to a “Company with Statutory Auditor” (Kansayaku Secchi Kaisha) in order to establish a governance structure that can respond swiftly and flexibly to changes in the business environment.
Under the Japanese Companies Act (the “Companies Act”), each statutory auditor is entitled to exercise their authority independently. In light of the Company’s business scale and management structure, the Company believes that leveraging the independent authority of the statutory auditor will enable a more agile and effective audit system. In addition, by appointing directors with international expertise, the Company aims to enhance the supervisory function of the Board of Directors, thereby strengthening overall corporate governance.
The Articles of Incorporation shall be amended as follows: In addition to the above amendment to Article 4, the following articles relating to the Board of Statutory Auditors shall be deleted in their entirety: Article 33 (Full-time Company Auditor), Article 34 (Convening of Meeting of Board of Company Auditors), Article 35 (Method of Resolution), Article 36 (Minutes of the Board of Statutory Auditors ), and Article 37 (Regulations of the Board of Statutory Auditors).
| Before Amendment | After Amendment |
| (Organizational Bodies) Article 4 The Company shall have the following organizational bodies in addition to the General Meeting of Shareholders and Directors: 1. Board of Directors 2. Statutory Auditor(s) 3. Board of Statutory Auditors |
(Organizational Bodies)
Article 4 The Company shall have the following organizational bodies in addition to the General Meeting of Shareholders and Directors: 1. Board of Directors 2. Statutory Auditor(s) |
| Chapter 5 Statutory Auditors and Board of Statutory Auditors | Chapter 5 Statutory Auditors |
| (Full-time Company Auditor) Article 33 The Board of Statutory Auditors shall, by its resolution, appoint full-time statutory auditors. (Convening of Meeting of Board of Company Auditors) Article 34 Notice of convocation of a meeting of the Board of Statutory Auditors shall be dispatched to each statutory auditor at least three (3) days prior to the date of the meeting; provided, however, that such period may be shortened in cases of urgency. 2) A meeting of the Board of Statutory Auditors may be held without following the convocation procedures if all statutory auditors consent thereto. (Method of Resolution) Article 35 Resolutions of the Board of Statutory Auditors shall be adopted by a majority of the statutory auditors, except as otherwise provided by law. (Minutes of the Board of Statutory Auditors) Article 36 The proceedings of meetings of the Board of Statutory Auditors, the results thereof, and other matters prescribed by law shall be recorded in minutes, and the statutory auditors present shall affix their names and seals thereto or apply their electronic signatures. (Regulations of the Board of Statutory Auditors) Article 37 Matters relating to the Board of Statutory Auditors shall be governed, in addition to laws and regulations and these Articles of Incorporation, by the Regulations of the Board of Statutory Auditors established by the Board of Statutory Auditors. |
(Deleted) Article 33 through Article 37 |
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Proposal No. 2: Election of Two (2) Directors
In order to further strengthen the governance structure for promoting the Company’s global strategy, the Company proposes the election of the following two (2) directors.
1. Brandon J. Williams
| Date of Birth | July 2, 1985 | |
| Career Summary | Mr. Williams has over 15 years of experience in capital markets, digital asset investment, and fintech. Since 2020, he has served as Co-Founder and Head of Global Business Development at Digital Assets DA AG (Switzerland), leading business development of their tokenization platform and capital raising from strategic partners. Since 2018, he has served as Managing Director at Cosima Capital LLC, overseeing OTC transactions for institutional investors and ultra-high-net-worth individuals, and consulting for leading global cryptocurrency exchanges and family offices. From 2016, he has served as Senior Vice President at Laidlaw & Co.(UK) Ltd., managing branch office operations and institutional sales of private equity funds. From 2009, he has served as Senior Investment Executive at Dawson James Securities Inc., participating in over 70 PIPE/IPO/secondary transactions over seven years. He holds a BS in Finance and International Business from the University of Maryland Robert H. Smith School of Business. | |
| Significant Concurrent Positions | Digital Assets DA AG - Co-Founder, Head of Global Business Development / Cosima Capital LLC - Managing Director / Laidlaw & Co.(UK) Ltd. - Senior Vice President | |
| Number of Shares Held | 0 shares |
[Reasons for Nomination as Director Candidate]
Mr. Brandon J. Williams possesses extensive practical experience in business development and capital markets in the digital asset and blockchain field. As a co-Founder of Digital Assets DA AG, he leads the business development of their tokenization platform. At Cosima Capital LLC, he oversees digital asset consulting for institutional investors and family offices. His expertise in international fintech and digital assets is expected to contribute significantly to the promotion of the Company’s global strategy. Accordingly, the Company proposes his election as a director.
[Notes]
1. There is no special interest between the candidate and the Company.
2. Mr. Brandon J. Williams is a candidate for Outside Director.
3. The Company plans to enter into a liability limitation agreement with Mr. Brandon J. Williams pursuant to Article 427, Paragraph 1 of the Companies Act. The maximum amount of liability for damages under such agreement shall be the minimum liability amount prescribed by law.
4. The Company plans to enter into an indemnification agreement with Mr. Brandon J. Williams pursuant to Article 430-2, Paragraph 1 of the Companies Act, under which the Company shall indemnify the expenses set forth in Item 1 and the losses set forth in Item 2 of said paragraph to the extent permitted by law.
5. The Company has entered into a directors’ and officers’ liability insurance contract as prescribed in Article 430-3, Paragraph 1 of the Companies Act with an insurance company, covering the Company’s directors and statutory auditors as insured persons. Under such insurance contract, damages, litigation costs, and other expenses incurred by insured persons as a result of claims for damages arising from acts (including omissions) performed in their capacity as officers of the Company shall be indemnified, with all insurance premiums borne in full by the Company. If Mr. Brandon J. Williams’s election is approved, he will be included as an insured person under such insurance contract.
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2. Koichi Goto
| Date of Birth | October 25, 1966 | |
| Career Summary | Mr. Goto has a proven track record of leading three companies through IPO as the head of IPO preparation, as well as achieving designation to the Tokyo Stock Exchange First Section. In 1996, he joined Konami Computer Entertainment Japan Co., Ltd. at its founding and achieved a JASDAQ listing as General Manager of Administration. From 2003, he supported the CFO at First Esco Co., Ltd. (now F-On Co., Ltd.), leading its listing on the Tokyo Stock Exchange Mothers market and raising over 10 billion yen in aggregate. From 2008, he served as General Manager of Business Administration at M-Out Co., Ltd. From 2010, he achieved a JASDAQ listing as General Manager of Administration at Three-D Matrix, Ltd. From 2013, he served as Statutory Auditor and Director/Audit & Supervisory Committee Member at Sprix Inc., leading the transition to a Company with Audit & Supervisory Committee and achieving a direct listing on the TSE First Section. He has served as Statutory Auditor of the Company since July 2019 (current position). | |
| Significant Concurrent Positions | Kakao Piccoma Corporation - Statutory Auditor / Walklog, Inc. - Statutory Auditor / Polyuse, Inc. - Part-time Statutory Auditor | |
| Number of Shares Held | 25,000 shares |
[Reasons for Nomination as Director Candidate]
Mr. Koichi Goto possesses extensive experience in achieving IPO listings for multiple companies as head of IPO preparation, as well as advanced expertise in corporate governance, including leading the transition to a Company with Audit & Supervisory Committee. Furthermore, having served as Statutory Auditor of the Company since July 2019, he possesses deep knowledge of the Company’s business through his audit of the Company’s management and business execution. It is expected that he will leverage this knowledge to provide independent oversight and advice on the Company’s management from an independent standpoint. Accordingly, the Company proposes his election as an Outside Director.
[Notes]
1. The candidate currently serves as a Statutory Auditor of the Company. If this proposal is approved, he is scheduled to resign as Statutory Auditor and assume the position of Outside Director.
2. Mr. Koichi Goto is a candidate for Outside Director. Although he currently serves as a Statutory Auditor of the Company, he has never been involved in the business execution of the Company and satisfies the requirements for an Outside Director as defined in Article 2, Item 15 of the Companies Act.
3. The Company plans to enter into a liability limitation agreement with Mr. Koichi Goto pursuant to Article 427, Paragraph 1 of the Companies Act. The maximum amount of liability for damages under such agreement shall be the minimum liability amount prescribed by law.
4. The Company plans to enter into an indemnification agreement with Mr. Koichi Goto pursuant to Article 430-2, Paragraph 1 of the Companies Act, under which the Company shall indemnify the expenses set forth in Item 1 and the losses set forth in Item 2 of said paragraph to the extent permitted by law.
5. The Company has entered into a directors’ and officers’ liability insurance contract as prescribed in Article 430-3, Paragraph 1 of the Companies Act with an insurance company, covering the Company’s directors and statutory auditors as insured persons. Under such insurance contract, damages, litigation costs, and other expenses incurred by insured persons as a result of claims for damages arising from acts (including omissions) performed in their capacity as officers of the Company shall be indemnified, with all insurance premiums borne in full by the Company. If Mr. Koichi Goto’s election is approved, he will be included as an insured person under such insurance contract.
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Proposal No. 3: Election of One (1) Statutory Auditor
In order to further strengthen the governance structure for promoting the Company’s global strategy, the Company proposes the election of the following one (1) statutory auditor.
1. Jason D. Sawyer
| Date of Birth | September 20, 1971 | |
| Career Summary | Mr. Sawyer has approximately 30 years of experience in the alternative investment field and currently serves as General Manager of Access Alternative Group S.A. AAG has invested in and advised a wide range of companies across software, fintech/blockchain, biotech, cleantech, healthcare, and consumer products, with aggregate investments exceeding US$200 million over the past decade. He also serves as Head of Finance & M&A at Quantum BioPharma Ltd., overseeing financial strategy and M&A operations. In addition, he has served as a member of the Audit Committee and Chair of the Compensation Committee at FUTR Corporation, possessing extensive practical experience in corporate governance. | |
| Significant Concurrent Positions | Access Alternative Group S.A. - General Manager / Quantum BioPharma Ltd. - Head of Finance & M&A / Lixte Biotechnology Holdings, Inc. - Board of Directors, Chair of the Compensation Committee, Member of the Audit Committee / FUTR Corporation - Board of Directors | |
| Number of Shares Held | 0 shares |
[Reasons for Nomination as Statutory Auditor Candidate]
Mr. Jason D. Sawyer has approximately 30 years of experience in the alternative investment field, and has served as a member of the Audit Committee and Chair of the Compensation Committee at FUTR Corporation, possessing extensive practical experience in financial oversight and corporate governance. He also serves as Head of Finance & M&A at Quantum BioPharma Ltd., overseeing financial strategy. It is expected that he will strengthen the Company’s audit system, including coordination with accounting auditors. Accordingly, the Company proposes his election as Statutory Auditor.
[Notes]
1. There is no special interest between the candidate and the Company.
2. The Company plans to enter into an indemnification agreement with Mr. Jason D. Sawyer pursuant to Article 430-2, Paragraph 1 of the Companies Act, under which the Company shall indemnify the expenses set forth in Item 1 and the losses set forth in Item 2 of said paragraph to the extent permitted by law.
3. The Company has entered into a directors’ and officers’ liability insurance contract as prescribed in Article 430-3, Paragraph 1 of the Companies Act with an insurance company, covering the Company’s directors and statutory auditors as insured persons. Under such insurance contract, damages, litigation costs, and other expenses incurred by insured persons as a result of claims for damages arising from acts (including omissions) performed in their capacity as officers of the Company shall be indemnified, with all insurance premiums borne in full by the Company. If Mr. Jason D. Sawyer’s election is approved, he will be included as an insured person under such insurance contract.
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Exhibit 99.2
PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE Copyright © 2026 BetaNXT, Inc. or its affiliates. All Rights Reserved YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: 12:00 p.m. EST on March 23, 2026 Perpetuals.com Ltd Instructions to The Bank of New York, as Depositary (Must be received prior to 12:00 p.m. EST on March 23, 2026) The undersigned registered holder of American Depositary Receipts hereby requests and instructs The Bank of New York, as Depositary, to endeavor, insofar as practicable, to vote or cause to be voted the amount of shares or other Deposited Securities represented by such Receipts of Perpetuals.com Ltd registered in the name of the undersigned on the books of the Depositary as of the close of business on December 30, 2025 at the Extraordinary General Meeting of Shareholders of Perpetuals.com Ltd to be held on March 30, 2026 in Japan. NOTE: 1. Please direct the Depositary how it is to vote by placing an X in the appropriate box opposite the resolution. 2. It is understood that, if this form is signed and returned but no instructions are indicated in the boxes, then the Depositary will not vote such items. 3. It is understood that, if this form is not signed, or not returned, the Depositary will not vote such items. Perpetuals.com Ltd Extraordinary General Meeting of Shareholders BNY: PO BOX 505006, Louisville, KY 40233 - 5006 Mail: • Mark, sign and date your Proxy Card • Fold and return your Proxy Card in the postage - paid envelope provided Your vote matters! Have your ballot ready and please use one of the methods below for easy voting : Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. For Shareholders of record as of December 30, 2025 Monday, March 30, 2026
Perpetuals.com Ltd Extraordinary General Meeting of Shareholders Please make your marks like this: THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2.1, 2.2 AND 3.1 PROPOSAL YOUR VOTE BOARD OF DIRECTORS RECOMMENDS FOR AGAINST 1. Partial Amendment to the Articles of Incorporation FOR 2. Election of Two (2) Directors 2.1 Brandon J. Williams FOR 2.2 Koichi Goto FOR 3. Election of One (1) Statutory Auditor 3.1 Jason D. Sawyer FOR Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Date Signature (if held jointly)
FAQ
What is Perpetuals.com Ltd (ELWS) asking shareholders to approve at the March 30, 2026 EGM?
When and where will Perpetuals.com Ltd (ELWS) hold its Extraordinary General Meeting of Shareholders?
Who are the director candidates Perpetuals.com Ltd (ELWS) is proposing at the 2026 EGM?
What governance change is Perpetuals.com Ltd (ELWS) proposing in its Articles of Incorporation?
Who is the statutory auditor candidate at Perpetuals.com Ltd’s (ELWS) 2026 EGM and what is his background?
How can ADS holders of Perpetuals.com Ltd (ELWS) vote on the 2026 Extraordinary General Meeting proposals?
What board recommendation does Perpetuals.com Ltd (ELWS) give for the 2026 EGM agenda items?
Filing Exhibits & Attachments
2 documents