Perpetuals.com (Nasdaq: PDC) signs term sheet for Alt5 Sigma deal

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

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.

Key Terms

non-binding term sheet, due diligence, prediction markets, Private Securities Litigation Reform Act of 1995, +2 more

6 terms

non-binding term sheet financial

"Perpetuals has signed a non-binding term sheet to explore the potential acquisition"

A non-binding term sheet is a written outline of the main points parties expect to agree on in a business deal, like price, structure and timing, but it is not a final, enforceable contract. Think of it as a handshake on paper that sets expectations and a roadmap for negotiation and due diligence. Investors watch these because they signal intent and basic economics of a potential transaction, but terms can change before a binding agreement is signed, so the initial outline is informative but not guaranteed.

due diligence financial

"Perpetuals is currently conducting our due diligence."

Due diligence is the careful investigation and analysis someone conducts before making a decision, such as investing money or entering into an agreement. It’s like researching thoroughly before buying a used car to ensure it’s in good condition; this helps prevent surprises and makes informed choices. For investors, due diligence reduces risk by verifying details and understanding what they’re getting into.

prediction markets financial

"developing AI-powered trading products and prediction markets"

Prediction markets are exchanges where people buy and sell contracts that pay out based on the outcome of a future event, effectively turning collective beliefs into a price that reflects the market’s estimated probability. Like a sports betting line or a crowd-sourced weather forecast, they aggregate diverse information and sentiment into a single, continuously updated signal that investors can use to gauge market expectations, inform timing, assess risk, or construct hedges.

Private Securities Litigation Reform Act of 1995 regulatory

"forward-looking statements as defined within the meaning of the Private Securities Litigation Reform Act of 1995"

forward-looking statements regulatory

"This press release contains forward-looking statements as defined within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

MiFID II, MiCA, DORA, and EMIR compliance regulatory

"operates under full MiFID II, MiCA, DORA, and EMIR compliance."

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 07/07/2026 - 04:10 PM Accepted by SEC EDGAR 07/07/2026 - 04:10 PM

FAQ

What transaction did Perpetuals.com Ltd (PDC) announce in this 6-K?

Perpetuals.com Ltd announced it signed a non-binding term sheet to explore acquiring AI Financial Corporation’s profitable subsidiary Alt5 Sigma Canada, Inc. The company emphasizes the term sheet is exploratory and forms part of an ongoing evaluation of the potential transaction.

Is the proposed Alt5 Sigma Canada acquisition by Perpetuals.com binding?

No, the proposed transaction is based on a non-binding term sheet. Perpetuals.com notes it is still performing due diligence and that no final decisions have been made regarding completing the acquisition or agreeing on definitive terms.

Why is Perpetuals.com considering acquiring Alt5 Sigma Canada, Inc.?

Perpetuals.com states it is evaluating how acquiring Alt5 Sigma Canada could fuel the company’s growth and complement its product roadmap. The focus is on aligning the potential acquisition with its AI-powered trading products and broader fintech strategy.

What stage is Perpetuals.com’s due diligence on the Alt5 Sigma Canada deal?

Perpetuals.com says it is currently conducting due diligence on the potential Alt5 Sigma Canada acquisition. The company highlights that this review is ongoing and explicitly notes that no decisions have been made while the evaluation continues.

What business does Perpetuals.com Ltd (PDC) operate today?

Perpetuals.com is a fintech company developing AI-powered trading products and prediction markets. It offers the UpsideOnly consumer platform and BayesShield AI system, aiming to provide intuitive, secure trading experiences for retail users across global capital markets.

What forward-looking statement risks does Perpetuals.com highlight?

Perpetuals.com cites risks such as completion of due diligence, valuation of AI Financial, agreement on consideration, negotiation of definitive documents, regulatory and integration issues, stakeholder feedback, and board approval, which could cause actual outcomes to differ from forward-looking statements.

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 July 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 ☐

Explanatory Note

Perpetuals.com Ltd (the “Company”) issued a press release on July 7, 2026, announcing the Company has signed a non-binding term sheet to explore the potential acquisition of AI Financial Corporation’s subsidiary, Alt5 Sigma Canada, Inc. A copy of this press release is attached hereto as Exhibit 99.1, and is incorporated by reference herein.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release — Statement on a proposed transaction with AI Financial Corporation

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: July 7, 2026	By:	/s/ Patrick Gruhn
	Name:	Patrick Gruhn
	Title:	Co-Chief Executive Officer and Representative Director
		(Principal Executive Officer)

Exhibit 99.1

Statement on a proposed transaction with AI Financial Corporation

SAN FRANCISCO, CA / July 7, 2026

Statement from Matthew Nicoletti, Chief Strategy Officer, Perpetuals.com (Nasdaq: PDC), on a proposed transaction with AI Financial Corporation (Nasdaq: AIFC).

“Perpetuals has signed a non-binding term sheet to explore the potential acquisition of AI Financial Corporation’s profitable subsidiary Alt5 Sigma Canada, Inc.

“Perpetuals is currently conducting our due diligence. No decisions have been made while we evaluate how this potential transaction could further fuel Perpetuals’s growth and complement our product roadmap.”

About Perpetuals.com Ltd

Perpetuals.com Ltd (Nasdaq: PDC) is a fintech company developing AI-powered trading products and prediction markets, with a global footprint across the United States, Europe, and Asia. Its mission is to reduce risk through empowering retail users with intuitive, secure, and efficient trading experiences that span the world’s capital markets. UpsideOnly, the company’s flagship consumer product, is the first risk-free trading platform, pairing human market insight with proprietary BayesShield AI so users can share in trading profits without ever risking their own money.

Perpetuals’s proprietary AI system, BayesShield AI, combines advanced AI and data analysis. The technology is trained on billions of trades, monitors market activity in real time, identifies patterns for trading and risk decisions, and provides multi-asset coverage. The company’s technology is used by the EU-licensed Perpetual Markets Multilateral Trading Facility (MTF), PM MTF Ltd., which operates under full MiFID II, MiCA, DORA, and EMIR compliance.

Forward-Looking Statements: This press release contains forward-looking statements as defined within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the anticipated profitability to the company and users of UpsideOnly. Words such as “expect,” “will,” “positions,” “advancing,” “projected,” “anticipated,” and other similar expressions indicate forward-looking statements, though not all forward-looking statements contain such words. These statements reflect Perpetuals’s current view with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially, including but not limited to: satisfactory completion of the due diligence process, valuation of AI Financial Corporation, mutual agreement on transaction consideration, successful negotiation and execution of definitive transaction documents, regulatory considerations, integration risks, stakeholder feedback, Board of Directors approval, and risks detailed in the company’s filings with the Securities and Exchange Commission. These statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the company, are inherently subject to significant business, economic, competitive, political and social uncertainties, and contingencies. Should one or more of these risks or uncertainties materialize, or should the assumptions set out by the company underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. Individuals are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein. These forward-looking statements are made as of the date of this press release and the company does not undertake any obligation to update these forward-looking statements, except as required by law.

We may use blog posts on our website as well as our social media accounts, including our accounts on X, LinkedIn, and Facebook, to disclose material information about the company from time to time.

Media Contact

press@perpetuals.com

Investor Relations

ir@perpetuals.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

1 document

Press Releases

EX-99.1 PRESS RELEASE - STATEMENT ON A PROPOSED TRANSACTION WITH AI FINANCIAL CORPORATIO 7.7 KB