Perpetuals.com (PDC) Co-CEO discloses Ordinary and Series P stakes

Rhea-AI Filing Summary

Perpetuals.com Ltd Co-Chief Executive Officer and director Patrick Gruhn has filed an initial statement of holdings. The filing identifies 1,294,860 Ordinary Shares and 22,529,840 Series P Preferred Shares issuable to him under a Share Exchange Agreement dated December 28, 2025 among Earlyworks Co., Ltd. (now Perpetuals.com Ltd), Perpetual Markets Ltd. and certain shareholders.

The Series P Preferred Shares currently have no voting rights and are not convertible into Ordinary Shares. After receipt of requisite shareholder approvals, they will become convertible into Ordinary Shares on a one-for-one basis and gain the voting rights defined in governing documents.

As of this statement, none of the 1,294,860 Ordinary Shares or 22,529,840 Series P Preferred Shares has been issued. Their issuance remains subject to required approvals under Japan’s Foreign Exchange and Foreign Trade Act and related regulations.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gruhn Patrick

(Last) (First) (Middle)

5-7-11, UENO, TAITO-KU

(Street)

TOKYO 110-0005

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Perpetuals.com Ltd [ PDC ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	1,294,860(1)(2)	D
Series P Preferred Shares	22,529,840(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents 1,294,860 Ordinary Shares and 22,529,840 Series P Preferred Shares, issuable pursuant to a Share Exchange Agreement by and among Earlyworks Co., Ltd. (now Perpetuals.com Ltd), Perpetual Markets Ltd., a company organized under the laws of Cyprus ("Perpetual"), and the shareholders of Perpetual listed therein, dated December 28, 2025. The Series P Preferred Shares currently do not have voting rights and are not convertible into Ordinary Shares. Subject to and effective upon receipt of the requisite shareholder approvals, the Series P Preferred Shares will become convertible into Ordinary Shares of Earlyworks Co., Ltd. on a one-for-one basis and will have the voting rights set forth in the applicable governing documents.

2. As of the date of this filing, none of the 1,294,860 Ordinary Shares and 22,529,840 Series P Preferred Shares has been issued. The issuance of such securities remains subject to the required approvals under the Foreign Exchange and Foreign Trade Act of Japan (Act No. 228 of 1949, as amended) and related regulations in accordance with Japanese law.

	/s/ Patrick Gruhn	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Patrick Gruhn’s Form 3 for Perpetuals.com Ltd (PDC) disclose?

The Form 3 discloses Patrick Gruhn’s initial equity position in Perpetuals.com Ltd. It lists 1,294,860 Ordinary Shares and 22,529,840 Series P Preferred Shares issuable to him under a share exchange agreement, all still subject to regulatory and shareholder approvals before they can actually be issued.

How many Perpetuals.com Ltd (PDC) Ordinary Shares are linked to Patrick Gruhn?

The filing ties 1,294,860 Ordinary Shares to Patrick Gruhn. These shares are described as issuable under a Share Exchange Agreement, but the footnotes state that, as of this statement, none of these Ordinary Shares has been issued because required Japanese regulatory approvals are still pending.

What are the Series P Preferred Shares reported in Perpetuals.com Ltd’s Form 3?

The Form 3 lists 22,529,840 Series P Preferred Shares issuable to Gruhn. These preferred shares currently have no voting rights and are not convertible. After requisite shareholder approvals, they are expected to become convertible into Ordinary Shares on a one-for-one basis and obtain specified voting rights.

Have Patrick Gruhn’s Perpetuals.com (PDC) Ordinary and Series P shares been issued?

No, none of the reported Ordinary or Series P Preferred Shares has been issued yet. The footnotes explain that issuance of the 1,294,860 Ordinary Shares and 22,529,840 Series P Preferred Shares remains contingent on obtaining required approvals under Japan’s Foreign Exchange and Foreign Trade Act and related regulations.

What approvals are required before Perpetuals.com (PDC) can issue these shares to Patrick Gruhn?

Issuance is subject to approvals under Japan’s Foreign Exchange and Foreign Trade Act. The filing states that regulatory approvals under this law and related Japanese regulations must be obtained before any of the 1,294,860 Ordinary Shares or 22,529,840 Series P Preferred Shares can actually be issued.

What is the Share Exchange Agreement referenced in Perpetuals.com Ltd’s Form 3?

The agreement is a Share Exchange Agreement dated December 28, 2025. It is between Earlyworks Co., Ltd. (now Perpetuals.com Ltd), Perpetual Markets Ltd. and certain shareholders, and it provides for issuing 1,294,860 Ordinary Shares and 22,529,840 Series P Preferred Shares to Patrick Gruhn, subject to required approvals.