Perpetuals.com (NASDAQ: ELWS) sets vote on ¥203.5M capital cut
Rhea-AI Filing Summary
Perpetuals.com Ltd has called an Extraordinary General Meeting of Shareholders on April 30, 2026 in Tokyo to vote on a reduction of stated capital. The board proposes cutting stated capital from ¥204,539,766 to ¥10,000,000 and transferring ¥203,539,766 to other capital surplus.
The company describes this as a gratuitous reduction of capital with no cash refund to shareholders. The total number of issued shares and total net assets will remain unchanged, so net assets per share will not change. Holders of ordinary shares and ADSs can vote in person or by proxy.
Positive
- None.
Negative
- None.
Insights
Perpetuals.com proposes a large reclassification within equity that does not change net assets or share count.
The company is asking shareholders to approve a reduction of stated capital from ¥204,539,766 to ¥10,000,000, with the ¥203,539,766 difference moved into other capital surplus under Article 447(1) of the Companies Act.
Because there is no refund to shareholders and the total number of issued shares and net assets stay the same, the change is accounting and legal in nature. It is intended to provide “flexibility of future capital policy,” which may support future actions such as dividends or other equity measures, depending on later decisions.
The effective date of the reduction is set as April 30, 2026, the same day as the Extraordinary General Meeting. Subsequent disclosures in company communications would be needed to explain how this additional capital surplus is actually used.
Key Figures
Key Terms
Reduction of Stated Capital financial
other capital surplus financial
gratuitous reduction of capital financial
stock acquisition rights financial
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 ☐
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 April 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.
1
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Notice of Convocation of the Extraordinary General Meeting of Shareholders | |
| 99.2 | Form of Proxy Card |
2
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 9, 2026 | By: | /s/ Satoshi Kobayashi |
| Name: | Satoshi Kobayashi | |
| Title: | Co-Chief Executive Officer, Interim Chief Financial Officer and Representative Director | |
| (Principal Executive Officer) | ||
3
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.
April 9, 2026
To 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 April 29, 2026 (JST). Doors open at 9:30 a.m. on April 30, 2026 (JST).
| 1. | Date and Time | 10:00 a.m., Thursday, April 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 | Reduction of Stated Capital | ||
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 Extraordinary General Meeting of Shareholders, the revised items will be posted on the Company’s website (address: https://e-arly.works/).
English Translation (Reference)
Proposal No. 1: Reduction of Stated Capital
For the purpose of ensuring the flexibility of future capital policy, the Company proposes to reduce the amount of its stated capital and transfer the reduced amount to other capital surplus, pursuant to the provisions of Article 447, Paragraph 1 of the Companies Act.
Furthermore, as this proposal is a gratuitous reduction of capital involving no refund and will reduce the amount of stated capital without changing the total number of issued shares, it will not affect the number of shares held by shareholders. Since this reduction will not result in any change to the Company’s net assets or the total number of issued shares, there will be no change in net assets per share.
1. Details of the reduction of Stated Capital
(1) Amount of stated capital to be reduced
Pursuant to the provisions of Article 447, Paragraph 1 of the Companies Act, the Company proposes to reduce its stated capital by 203,539,766 yen out of the current stated capital of 204,539,766 yen, resulting in a stated capital of 10,000,000 yen. The entire amount of the reduction will be transferred to other capital surplus.
In the event that all or part of the stock acquisition rights issued by the Company are exercised by the effective date of the reduction of stated capital, the amount of the reduction shall be adjusted to include the amount of stated capital increased by the issuance of shares upon such exercise, such that the final amount of stated capital shall be 10,000,000 yen.
(2) Effective date of the reduction of stated capital
April 30, 2026
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 April 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 April 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 March 27, 2026 at the Extraordinary General Meeting of Shareholders of Perpetuals.com Ltd to be held on April 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 March 27, 2026 Thursday, April 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 PROPOSAL 1 PROPOSAL YOUR VOTE BOARD OF DIRECTORS RECOMMENDS FOR AGAINST ABSTAIN 1. Reduction of Stated Capital 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)