Earlyworks SEC Filings

Perpetuals.com Ltd Co-Chief Executive Officer and director Patrick Gruhn has filed an initial statement of holdings. The filing identifies 1,294,860 Ordinary Shares and 22,529,840 Series P Preferred Shares issuable to him under a Share Exchange Agreement dated December 28, 2025 among Earlyworks Co., Ltd. (now Perpetuals.com Ltd), Perpetual Markets Ltd. and certain shareholders.

The Series P Preferred Shares currently have no voting rights and are not convertible into Ordinary Shares. After receipt of requisite shareholder approvals, they will become convertible into Ordinary Shares on a one-for-one basis and gain the voting rights defined in governing documents.

As of this statement, none of the 1,294,860 Ordinary Shares or 22,529,840 Series P Preferred Shares has been issued. Their issuance remains subject to required approvals under Japan’s Foreign Exchange and Foreign Trade Act and related regulations.

Perpetuals.com Ltd director Matthew Nicoletti has filed an initial Form 3 reporting prospective indirect equity interests in the company held through One9, LLC. The filing shows 138,590 Ordinary Shares and 2,411,410 Series P Preferred Shares to be held indirectly, all tied to a share exchange agreement dated December 28, 2025.

Footnotes explain that, as of this filing, none of these Ordinary Shares or Series P Preferred Shares has been issued because their issuance is still subject to required approvals under Japanese foreign exchange regulations. Nicoletti disclaims beneficial ownership of 50% of the reported Ordinary and Series P Preferred Shares. The Series P Preferred Shares currently have no voting rights and are not convertible into Ordinary Shares, but are expected to become convertible on a one-for-one basis and obtain defined voting rights once the requisite shareholder approvals are received.

Perpetuals.com Ltd director Matthew Nicoletti has filed an initial Form 3 reporting prospective indirect equity interests in the company held through One9, LLC. The filing shows 138,590 Ordinary Shares and 2,411,410 Series P Preferred Shares to be held indirectly, all tied to a share exchange agreement dated December 28, 2025.

Footnotes explain that, as of this filing, none of these Ordinary Shares or Series P Preferred Shares has been issued because their issuance is still subject to required approvals under Japanese foreign exchange regulations. Nicoletti disclaims beneficial ownership of 50% of the reported Ordinary and Series P Preferred Shares. The Series P Preferred Shares currently have no voting rights and are not convertible into Ordinary Shares, but are expected to become convertible on a one-for-one basis and obtain defined voting rights once the requisite shareholder approvals are received.

Perpetuals.com Ltd director files initial ownership report. Sawyer Jason David, a director of Perpetuals.com Ltd (ticker PDC), has filed a Form 3, which is an initial statement of beneficial ownership of securities. This filing lists his status as a director but does not report any specific share transactions or holdings in the provided data.

Perpetuals.com Ltd director files initial ownership report. Sawyer Jason David, a director of Perpetuals.com Ltd (ticker PDC), has filed a Form 3, which is an initial statement of beneficial ownership of securities. This filing lists his status as a director but does not report any specific share transactions or holdings in the provided data.

Perpetuals.com Ltd director Hilmer Michael Anthony has filed an initial insider ownership statement on Form 3. The filing identifies him as a director of the company and reports no buy, sell, or other share transactions or holdings in this submission.

Perpetuals.com Ltd filed an initial insider ownership report for director Tominaga Masahiro. This Form 3 identifies him as a director but does not show any share purchases, sales, option exercises, or other insider transactions. It serves as a baseline disclosure of his reporting status with the company.

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.

Perpetuals.com Ltd reported that two senior executives have resigned. Chief Operating Officer Naoki Yokota and Chief Design Officer Tsubasa Nakamura stepped down from their roles effective at the end of February 2026 (Japan time). The company states these departures were for personal reasons and confirms they did not arise from any disagreement over operations, policies, or practices. The report is signed by Co-Chief Executive Officer and Interim Chief Financial Officer Satoshi Kobayashi, acting as principal executive officer.

Perpetuals.com Ltd reported that two senior executives have resigned. Chief Operating Officer Naoki Yokota and Chief Design Officer Tsubasa Nakamura stepped down from their roles effective at the end of February 2026 (Japan time). The company states these departures were for personal reasons and confirms they did not arise from any disagreement over operations, policies, or practices. The report is signed by Co-Chief Executive Officer and Interim Chief Financial Officer Satoshi Kobayashi, acting as principal executive officer.

Perpetuals.com Ltd completed its acquisition of Perpetual Markets Ltd. and rebranded from Earlyworks Co., Ltd., with its Nasdaq ticker changing to PDC. The company paid US$3.5 million upfront, with a further US$11.5 million to be satisfied through cash from warrant exercises, up to US$7.5 million, and proceeds from a future capital raise, whose terms will be agreed later under conditions in the share exchange agreement.

Transfer of the equity consideration will be finalized once Perpetual confirms no outstanding tax liabilities and required approvals are obtained under Japan’s Foreign Exchange and Foreign Trade Act. The company also adopted a co-chief executive officer structure, appointing Patrick Gruhn as co-CEO alongside current CEO Satoshi Kobayashi, and added Matthew Nicoletti as an independent director and chair of the Compensation Committee.

The combined business focuses on Kronos X®, a blockchain-based exchange and settlement platform designed for regulated venues and tokenized products, aiming to bridge traditional finance and crypto derivatives within the large global derivatives market.

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.

Earlyworks Co., Ltd. entered into a digital marketing management agreement with Oncore Network LLC, effective January 1, 2026. Oncore will run digital advertising, investor relations content, media coordination, and marketing analytics for Earlyworks, including managing third-party newsletter publishers, media outlets, and other vendors.

Oncore will receive a monthly management fee of $15,000 plus a 10% processing and administration fee on third-party vendor costs. The engagement runs through December 31, 2026, and either party can terminate with 30 days’ written notice. All communications must comply with U.S. securities laws and stock exchange rules, and Oncore will not receive any equity compensation under this agreement.