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 ☐
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 March 30, 2026 in Tokyo, Japan.
As previously disclosed in the Company’s
Report on Form 6-K filed with the U.S. Securities and Exchange Commission on March 11, 2026, the shareholders of the Company were invited
to cast votes on the following proposals during the Meeting: (i) item No. 1, partial amendment to the articles of incorporation, which
was intended to transition the Company’s governance structure from a “Company with Board of Statutory Auditors” (Kansayaku-kai
Secchi Kaisha) to a “Company with Statutory Auditor” (Kansayaku Secchi Kaisha) under the Japanese Companies Act, in order
to establish a more agile and effective audit structure suited to the Company’s scale and operations; (ii) item No. 2, election
of two (2) directors, who are Brandon J. Williams and Kohichi Goto, respectively; and (iii) item No. 3, election of one (1) statutory
auditor, Jason D. Sawyer.
At the Meeting, the shareholders of the Company
approved and adopted all the resolutions as originally proposed.
A
total of 9,831,162 votes, representing approximately 64.47% of the votes exercisable as of December 30, 2025, the record date for
the Meeting, were present in person or by proxy at the Meeting. The results
of the votes were as follows:
| Resolution | |
For | | |
Against | |
| Item No. 1 | |
| 9,764,937 | | |
| 66,225 | |
| Item No. 2 (Election of Brandon J. Williams as Director) | |
| 9,794,197 | | |
| 36,965 | |
| Item No. 2 (Election of Kohichi Goto as Director) | |
| 9,794,197 | | |
| 36,965 | |
| Item No. 3 | |
| 9,794,197 | | |
| 36,965 | |
Amendment of Articles of Incorporation
As approved by the Company’s shareholders
during the Meeting, the Company will transition from a “Company with Board of Statutory Auditors” (Kansayaku-kai Secchi Kaisha)
to a “Company with Statutory Auditor” (Kansayaku Secchi Kaisha), effective on March 31, 2026. The amended and restated articles
of incorporation are filed as Exhibit 3.1 hereto.
Resignations of Director and Company Auditors
On March 30, 2026, Mr. Hiroki Yamamoto (“Mr.
Yamamoto”) notified the Company of his resignation as a Director of the Company, effective as of March 30, 2026. Mr. Yamamoto has
advised that his resignation was due to personal reasons and not a result of any disagreement with the Company on any matter related to
the operations, policies, or practices of the Company. Mr. Yamamoto will continue to serve as an employee of the Company.
In connection with the amendment of the articles
of incorporation and the transition of the Company’s governance structure approved at the Meeting, Mr. Shinpei Ogose, Mr. Kohichi
Goto and Mr. Masaaki Aono resigned as the Company Auditors, effective as of March 30, 2026. Their resignations were not a result of any
disagreement with the Company on any matter related to the operations, policies, or practices of the Company. As approved during the Meeting,
Mr. Kohichi Goto will serve as a Director of the Company.
Appointment of the Chief Strategy Officer
During the March 5, 2026 board meeting of the
Company, a resolution was passed to appoint Mr. Matthew Nicoletti as the Chief Strategy Officer of the Company, effective on March 30,
2026. Before such appointment, Mr. Matthew Nicoletti served as an independent director of the Company. Upon such appointment, Mr. Matthew
Nicoletti will serve as an executive director and the Chief Strategy Officer of the Company.
Exhibit Index
| Exhibit No. |
|
Description |
| 3.1 |
|
Amended and Restated Articles of Incorporation of the Registrant (English Translation) |
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 1, 2026 |
By: |
/s/ Satoshi Kobayashi |
| |
Name: |
Satoshi Kobayashi |
| |
Title: |
Co-Chief Executive Officer,
Interim Chief Financial Officer and
Representative Director
(Principal Executive Officer) |
