Perpetuals.com vote approves up to 7.65M shares

The governance transition establishes nominating, compensation and audit committees, whose members will be appointed by the board on a future date.

Rhea-AI Filing Summary

Perpetuals.com Ltd (PDC) shareholders approved five resolutions at an extraordinary general meeting on October 6, 2026. They approved issuance of up to 7,650,000 ordinary shares as consideration under an agreement to be entered into with Alexander Capital L.P., and issuance of up to 75,000 ordinary shares to Ashish Kapoor by contribution in kind of accrued and unpaid fees and a success fee under a consulting services agreement dated August 20, 2026.

Shareholders also approved the transition from a company with statutory auditors to a company with a nominating committee, etc., and elected eight directors: Patrick Gruhn, Matthew Nicoletti, Michael Hilmer, Brandon J. Williams, Satoshi Kobayashi, Masahiro Tominaga, Koichi Goto and independent director Dr. Edward Joseph Mills. Seiryu Audit Corporation was elected Accounting Auditor. The meeting had 17,964,337 votes present, approximately 46.9% of votes exercisable as of July 6, 2026. The board will appoint members of the Nominating, Compensation and Audit Committees by resolution on a future date.

Filing Explained

The company reports that it has established its Nominating, Compensation and Audit Committees following shareholder approval of the governance change; the board has yet to appoint committee members, so the committees are established but their membership is still pending.

Key Figures

Shares approved for subscription — Resolution Four: Up to 7,650,000 ordinary shares Shares approved for subscription — Resolution Five: Up to 75,000 ordinary shares Votes represented at meeting: 17,964,337 votes +3 more

6 metrics

Shares approved for subscription — Resolution Four Up to 7,650,000 ordinary shares As consideration under an agreement to be entered into between Perpetuals.com Ltd and Alexander Capital L.P.

Shares approved for subscription — Resolution Five Up to 75,000 ordinary shares To Ashish Kapoor by contribution in kind of accrued and unpaid fees and a success fee

Votes represented at meeting 17,964,337 votes Approximately 46.9% of votes exercisable as of July 6, 2026

Resolution Four vote counts 17,806,957 for; 65,815 against; 91,565 no vote Share issuance resolution involving Alexander Capital L.P.

Resolution Five vote counts 15,143,832 for; 2,728,940 against; 91,565 no vote Share issuance resolution involving Ashish Kapoor

Directors elected 8 directors Seven directors were re-elected and Dr. Edward Joseph Mills was elected as an independent director

Key Terms

contribution in kind, statutory auditors (kansayaku), company with a nominating committee, etc.

3 terms

contribution in kind financial

"by way of contribution in kind of the accrued and unpaid fees"

An injection of non-cash assets—such as property, equipment, patents, or other tangible or intangible items—given to a company in exchange for equity or to increase its capital. It matters to investors because those assets are assigned a valuation that changes the company’s balance sheet and ownership percentages; like swapping money for a car, the practical worth and liquidity of the contribution can differ from its stated value and affect future cash needs and shareholder stakes.

statutory auditors (kansayaku) regulatory

"transition from a company with statutory auditors (kansayaku)"

company with a nominating committee, etc. regulatory

"transition to a company with a nominating committee, etc."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did PDC shareholders approve issuing?

Shareholders approved issuance of up to 7,650,000 ordinary shares under an agreement to be entered into with Alexander Capital L.P., as consideration, and up to 75,000 ordinary shares to Ashish Kapoor by contribution in kind of accrued and unpaid fees and a success fee under his consulting services agreement.

Who was elected to PDC's board?

Shareholders re-elected Patrick Gruhn, Matthew Nicoletti, Michael Hilmer, Brandon J. Williams, Satoshi Kobayashi, Masahiro Tominaga and Koichi Goto, and elected Dr. Edward Joseph Mills as an independent director.

What governance structure did PDC approve?

Shareholders approved a transition from a company with statutory auditors (kansayaku) to a company with a nominating committee, etc. The Nominating Committee, Compensation Committee and Audit Committee have been established; the board will appoint their members by resolution on a future date.

How many votes were represented at PDC's October 6, 2026 meeting?

17,964,337 votes were present in person or by proxy, representing approximately 46.9% of the votes exercisable as of July 6, 2026, the record date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/14/2026 - 04:10 PM EDT Accepted by SEC EDGAR 10/14/2026 - 04:10 PM EDT Learn about SEC filing dates

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 October 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 ☐

Results of Extraordinary General Meeting of Shareholders of Perpetuals.com Ltd

The Extraordinary General Meeting (the “Meeting”) of shareholders of Perpetuals.com Ltd (the “Company”) was held on October 6, 2026 at 10:00 a.m., Japan Standard Time in Tokyo, Japan. At the Meeting, the shareholders of the Company approved and adopted the resolutions as originally proposed: (i) Partial Amendment to the Articles of Incorporation for the Company to transition to a company with a nominating committee, etc. (“Resolution One”), (ii) election of eight (8) directors (“Resolution Two”), (iii) election of the Accounting Auditor (“Resolution Three”), (iv) issuance of up to 7,650,000 ordinary shares for subscription as part of the consideration under an agreement to be entered into between the Company and Alexander Capital L.P. (“Resolution Four”), and (v) issuance of up to 75,000 ordinary shares for subscription to Mr. Ashish Kapoor by way of contribution in kind of the accrued and unpaid fees and the success fee under the consulting services agreement dated August 20, 2026 between the Company and him, as consideration for the financial advisory, accounting oversight and capital markets advisory services that he provided under that agreement (“Resolution Five”).

A total of 17,964,337 votes, representing approximately 46.9% of the votes exercisable as of July 6, 2026, the record date, were present in person or by proxy at the Meeting. The results of the votes were as follows: 

Resolutions		For				Against				Abstain				No Vote
Resolution One			17,951,962				12,375				0				0
Resolution Two (Election of Patrick Gruhn)			17,906,247				58,090				0				0
Resolution Two (Election of Matthew Nicoletti)			17,906,247				58,090				0				0
Resolution Two (Election of Michael Hilmer)			17,946,237				18,100				0				0
Resolution Two (Election of Brandon J. Williams)			17,944,982				18,215				0				1,140
Resolution Two (Election of Satoshi Kobayashi)			17,908,752				55,585				0				0
Resolution Two (Election of Edward Mills)			17,949,447				14,890				0				0
Resolution Two (Election of Masahiro Tominaga)			17,946,237				18,100				0				0
Resolution Two (Election of Koichi Goto)			17,946,237				18,100				0				0
Resolution Three (Election of Seiryu Audit Corporation)			17,948,767				15,570				0				0
Resolution Four			17,806,957				65,815				0				91,565
Resolution Five			15,143,832				2,728,940				0				91,565

Establishment of Three Committees

During the Meeting, the shareholders of the Company approved Resolution One for the Company to transition from a company with statutory auditors (kansayaku) to a company with a nominating committee, etc. (shimei-iinkai-tou-secchi-kaisha). The Company has established three corporate organs, including the Nominating Committee, Compensation Committee and Audit Committee. The members of each committee will be appointed by resolution of the Company’s board of directors on a future date.

Election of a New Director

During the Meeting, the shareholders of the Company approved Resolution Two to re-elect seven directors and to elect Dr. Edward Joseph Mills (“Dr. Mills”) as an independent director of the Company. Dr. Mills, age 51, is an academic medical researcher and entrepreneur. He has served as the CEO of Lir Life Sciences since 2023, a Senior Scientist at VirX at Stanford University since 2022 and a Professor at McMaster University since 2007. He obtained an MSc degree in Healthcare from the University of Oxford in 2004, an MSt degree in Laws from the University of Oxford in 2006, and a Ph.D. in Healthcare from McMaster University in 2006.

No family relationships exist between Dr. Mills and any director or executive officer of the Company.

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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: October 14, 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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