Perpetuals.com (Nasdaq: PDC) drops Alt5 Sigma Canada acquisition plan

Rhea-AI Filing Summary

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.

Filing Explained

The terminated letter of intent leaves no disclosed acquisition completion or transaction consideration under this proposal for existing common holders to assess.

The July 14 Form 6-K, an interim report used by a foreign private issuer to furnish material home-market information, reports that Perpetuals.com Ltd terminated its non-binding letter of intent and will not further pursue acquiring Alt5 Sigma Canada, Inc.; the proposal is at a terminated, not completed, stage. With the letter terminated, the filing establishes no completed acquisition or ownership transfer under this proposal and reports no transaction consideration, so the proposed deal’s economic effect on existing common holders cannot be sized from this disclosure.

The filing uses “non-binding” for the letter of intent and states that it was terminated; it does not report a purchase price, shares, or other consideration paid or issued.

Key Terms

letter of intent, fintech, prediction markets, Multilateral Trading Facility, +2 more

6 terms

letter of intent financial

"terminated its non-binding letter of intent on the potential acquisition"

A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.

fintech financial

"is a fintech company developing AI-powered trading products"

FinTech, short for financial technology, refers to new tools and software that make managing money easier and more convenient, like mobile payment apps or online banking. It matters because it helps people and businesses access financial services faster, often at lower costs, changing how we handle money in everyday life.

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.

Multilateral Trading Facility regulatory

"the EU-licensed Perpetual Markets Multilateral Trading Facility (MTF)"

A multilateral trading facility (MTF) is an organized electronic venue where multiple buyers and sellers can trade financial instruments like stocks, bonds or derivatives, run by a firm other than a national stock exchange. Think of it as an alternative marketplace or online auction house that matches orders from many participants; it matters to investors because MTFs can offer different pricing, faster execution, lower costs or access to trading hours and instruments that traditional exchanges may not provide.

forward-looking statements regulatory

"This press release contains forward-looking statements as defined"

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 regulatory

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

MiFID II is a set of rules in Europe that aims to make financial markets more transparent and fair. It requires banks and investment firms to clearly explain their services and costs to clients, helping people make better-informed decisions when investing their money.

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

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FAQ

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

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

Was Perpetuals.com Ltd (PDC) successful in acquiring Alt5 Sigma Canada, Inc.?

No. Perpetuals.com Ltd stated it will not proceed with acquiring Alt5 Sigma Canada, Inc. The earlier non-binding letter of intent related to this potential deal has been terminated, so the contemplated acquisition will not move forward.

Who is the counterparty mentioned in Perpetuals.com Ltd (PDC)’s terminated deal?

The potential transaction involved AI Financial Corporation’s subsidiary, Alt5 Sigma Canada, Inc. Perpetuals.com Ltd had a non-binding letter of intent regarding a possible acquisition of this subsidiary, but that letter of intent has now been terminated.

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

Perpetuals.com Ltd is described as a fintech company developing AI-powered trading products and prediction markets. Its offerings include the UpsideOnly consumer product and the BayesShield AI system, which supports trading and risk decisions across multiple asset classes.

How might Perpetuals.com Ltd (PDC) share material information with investors?

Perpetuals.com Ltd notes it may use blog posts on its website and social media accounts, including X, LinkedIn, and Facebook, to disclose material information about the company from time to time, in addition to its regulatory filings.

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 14, 2026, announcing the Company has terminated its non-binding letter of intent on 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.

1

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release — Statement on terminating the letter of intent with AI Financial Corporation

2

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 14, 2026	By:	/s/ Patrick Gruhn
	Name:	Patrick Gruhn
	Title:	Co-Chief Executive Officer and Representative Director
		(Principal Executive Officer)

3

Exhibit 99.1

Statement on terminating the letter of intent with AI Financial Corporation

SAN FRANCISCO, CA / July 14, 2026

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

“Perpetuals has decided not to further pursue the acquisition of AI Financial Corporation’s subsidiary Alt5 Sigma Canada, Inc. and the earlier letter of intent has been terminated.”

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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE - STATEMENT ON TERMINATING THE LETTER OF INTENT WITH AI FINANCIAL 7.0 KB