Perpetuals.com Ltd SEC Filings

Perpetuals.com Ltd reports that it has terminated a non-binding letter of intent for the potential acquisition of AI Financial Corporation’s subsidiary, Alt5 Sigma Canada, Inc. The company states it has decided not to further pursue this acquisition.

Perpetuals.com (Nasdaq: PDC) is described as a fintech business focused on AI-powered trading products and prediction markets, including its UpsideOnly platform and BayesShield AI system. The disclosure also notes that information may at times be shared via the company’s website and social media channels.

Perpetuals.com Ltd has signed a non-binding term sheet to explore a potential acquisition of AI Financial Corporation’s profitable subsidiary Alt5 Sigma Canada, Inc. The company is conducting due diligence and states that no decisions have been made while it evaluates the fit.

Perpetuals explains that it is assessing how this transaction could support its growth strategy and complement its AI-powered trading product roadmap. The company develops fintech products such as its UpsideOnly platform and BayesShield AI system, serving retail users across the United States, Europe, and Asia.

Perpetuals.com Ltd reported the results of its Extraordinary General Meeting of shareholders held on April 30, 2026 in Tokyo. Shareholders approved a resolution to reduce the company’s stated capital, referred to as Resolution One.

A total of 8,402,172 votes, representing approximately 36.81% of the votes exercisable as of the March 27, 2026 record date, were present in person or by proxy. Resolution One received 8,319,502 votes for, 81,540 votes against and 1,130 abstentions, meaning the capital reduction was approved by a large majority of participating shareholders.

Perpetuals.com Ltd called its eighth ordinary shareholders meeting for July 24, 2026 in Tokyo, asking investors to approve Japanese GAAP financial statements for the year ended April 30, 2026. Under non‑consolidated Japanese GAAP, net sales were 245 million yen and the company recorded a net loss of 433 million yen, with operating and ordinary losses also widening versus the prior year.

The company completed private placement financings totaling about US$7.08 million in October and November 2025 and issued multiple stock option series to support future growth. On January 20, 2026 it acquired all shares of Perpetual Markets Ltd., making it a wholly owned subsidiary, and changed its name from Earlyworks Co., Ltd. to Perpetuals.com Ltd., positioning the group to expand from blockchain solutions into AI‑driven trading and prediction markets.

Management highlights a much stronger balance sheet at April 30, 2026, with total assets of 904 million yen and net assets of 802 million yen, supported by large capital surplus and stock option value despite ongoing losses. The filing stresses that these Japanese GAAP, non‑consolidated figures are provided solely to comply with Japanese Companies Act requirements and may differ from forthcoming consolidated U.S. GAAP results that will be included in the Form 20‑F.

Perpetuals.com Ltd reported rapid early traction for its new UpsideOnly trading and prediction platform and announced a tokenization agreement with Datavault AI Inc.

In its first two weeks, UpsideOnly attracted more than 30,000 active users from 185 countries, generating $4.5 billion in cumulative trading volume across 186,000 fills and 25 instruments. Gold led activity with $1.4 billion in volume, ahead of bitcoin at $1.2 billion, with precious metals making up roughly 35% of total platform activity.

UpsideOnly lets users make market predictions and share in profits validated by Perpetuals’s proprietary BayesShield AI without risking their own money. Perpetuals also signed a Mutual Services Agreement with Datavault AI to list tokenized commodity programs on its exchange, initially covering the MTB Copper project and targeting more than $328 million in combined issuance across future commodity tokens.

Perpetuals.com Ltd Amendment No. 1 updates beneficial ownership: Strategic EP, LLC (and Alexander Chase Deitch as manager) is reported as beneficial owner of 2,291,783 Ordinary Shares, representing 9.99% of Ordinary Shares outstanding based on 22,828,812 Ordinary Shares as of March 31, 2026.

The filing states these amounts reflect (i) 435,964 ADSs (representing 2,179,820 Ordinary Shares), plus up to 22,392 ADSs issuable upon exercise of pre-funded warrants and warrants constrained by a 9.99% beneficial ownership limitation. Mr. Deitch may be deemed to beneficially own the Shares of Strategic as its manager.

Perpetuals.com Ltd reporting persons filed an Amendment No. 1 to a Schedule 13G/A to state they have ceased to be beneficial owners of more than five percent of the ordinary shares. The filing reports 795,620 ordinary shares beneficially owned, equal to 3.45% of 22,828,812 ordinary shares outstanding as of March 31, 2026.

The filing lists holdings via American Depositary Shares and warrants and characterizes this submission as an exit filing for Eadwacer Holdings, LLC and Christopher Finn under Rule 13d-1(k).

Perpetuals.com Ltd director Hilmer Michael Anthony bought more American depositary shares of the company in the open market. He purchased a total of 4,000 American depositary shares (ADS) in three open-market transactions at prices between $7.97 and $8.20 per ADS. After these purchases, he directly owns 4,000 ADS. Each ADS represents five ordinary shares of Perpetuals.com Ltd with no par value.

Perpetuals.com Ltd reports that it has now fully completed the share issuance to the shareholders of Perpetual Markets Ltd. This issuance was carried out under the previously disclosed Share Exchange Agreement dated December 28, 2025. The company also confirms that the transfer of the equity consideration under that agreement is complete.