Perpetuals.com (PDC) finalizes share issuance to Perpetual holders

Rhea-AI Filing Summary

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.

Key Terms

Form 6-K/A, foreign private issuer, Share Exchange Agreement, equity consideration

4 terms

Form 6-K/A regulatory

"Form 6-K/A REPORT OF FOREIGN PRIVATE ISSUER"

Form 6-K/A is an amended report filed with the U.S. Securities and Exchange Commission by a foreign (non‑U.S.) company to correct or add material information previously sent in a Form 6‑K. It matters to investors because it updates the official public record—think of it as a corrected or expanded page in a company’s disclosure file—so the new or corrected details can affect how investors judge the company’s risks, results or future prospects.

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Share Exchange Agreement financial

"transactions contemplated by that certain Share Exchange Agreement, dated December 28, 2025"

A share exchange agreement is a legal deal where shareholders trade their shares in one company for shares in another, commonly used in mergers, acquisitions or corporate reorganizations. Think of it like swapping ownership cards in a game: the swap can change who controls the business, how many shares each person owns, and the value and liquidity of those holdings, so investors need to understand the exchange ratio, potential dilution and long-term impact on value and voting power.

equity consideration financial

"the transfer of the equity consideration under the Share Exchange Agreement has been completed"

Equity consideration is when a buyer pays for an acquisition, asset or deal by giving shares instead of cash, so the seller becomes a part-owner of the combined business. Investors care because issuing shares changes who owns and controls the company and can dilute existing shareholders, while also aligning the seller’s incentives with future performance — similar to taking a stake in a venture instead of a one-time cash payment.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K/A

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 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 ☐

Completion of Share Issuance

As previously disclosed in the Report on Form 6-K filed on January 23, 2026, Perpetuals.com Ltd (the “Company”) consummated the transactions contemplated by that certain Share Exchange Agreement, dated December 28, 2025 (the “Share Exchange Agreement”), by and among the Company, Perpetual Markets Ltd. (“Perpetual”), and the shareholders of Perpetual listed therein (the “Perpetual Shareholders”). As of the date of this report, the Company has completed the issuance of shares to the Perpetual Shareholders pursuant to the Share Exchange Agreement, and the transfer of the equity consideration under the Share Exchange Agreement has been completed.

SIGNATURE

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

FAQ

What did Perpetuals.com Ltd (PDC) disclose in this Form 6-K/A?

Perpetuals.com Ltd disclosed that it has completed issuing shares to the shareholders of Perpetual Markets Ltd under a Share Exchange Agreement and finished transferring the related equity consideration. This update confirms that the transactions described in January 2026 are now fully completed.

What is the Share Exchange Agreement mentioned by Perpetuals.com Ltd (PDC)?

The Share Exchange Agreement is a dated December 28, 2025 contract among Perpetuals.com Ltd, Perpetual Markets Ltd, and Perpetual’s shareholders. It sets the terms for issuing company shares to those shareholders and transferring equity consideration as part of the agreed transactions.

Which parties were involved in Perpetuals.com Ltd’s completed share issuance?

The completed share issuance involved Perpetuals.com Ltd, Perpetual Markets Ltd, and the shareholders of Perpetual listed in the Share Exchange Agreement. Perpetuals.com issued its shares to these shareholders and completed transfer of equity consideration under the agreed terms.

How does this Form 6-K/A relate to Perpetuals.com Ltd’s January 2026 filing?

In January 2026, Perpetuals.com Ltd reported consummation of transactions under the Share Exchange Agreement. This Form 6-K/A updates that, as of the report date, the company has finished issuing shares to Perpetual’s shareholders and completed transferring the promised equity consideration.

Who signed the Perpetuals.com Ltd (PDC) Form 6-K/A report?

The report was signed on behalf of Perpetuals.com Ltd by Satoshi Kobayashi, who is identified as Co-Chief Executive Officer, Interim Chief Financial Officer and Representative Director, and described as the company’s Principal Executive Officer in the signature block.