Perpetuals.com Co-CEO reports 7.9M PDC shares

Perpetuals.com Ltd director and Co-CEO, Interim CFO Kobayashi Satoshi has filed an initial Form 3 reporting his ownership in the company.

Rhea-AI Filing Summary

Perpetuals.com Ltd director and Co-CEO, Interim CFO Kobayashi Satoshi has filed an initial Form 3 reporting his ownership in the company. The filing shows he holds 3,938,510 Ordinary Shares directly. It also reports 4,000,000 Ordinary Shares held indirectly through Themis Capital GK, which is 100% owned by him. This Form 3 records existing positions and does not reflect new share purchases or sales.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kobayashi Satoshi

Role Co-CEO, Interim CFO

Type	Security	Shares	Price	Value
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 3,938,510 shares (Direct); Ordinary Shares — 4,000,000 shares (Indirect, By Themis Capital GK)

Footnotes (1)

1. F1. Represents 4,000,000 Ordinary Shares held by Themis Capital GK, which is 100% owned by Mr. Satoshi Kobayashi.

Key Figures

Directly held Ordinary Shares: 3,938,510 shares Indirectly held Ordinary Shares: 4,000,000 shares Indirect holding entity: Themis Capital GK (100% owned by Kobayashi)

3 metrics

Directly held Ordinary Shares 3,938,510 shares Total shares held directly following reported holdings

Indirectly held Ordinary Shares 4,000,000 shares Shares held indirectly through Themis Capital GK

Indirect holding entity Themis Capital GK (100% owned by Kobayashi) Entity reported as holder of 4,000,000 Ordinary Shares

Key Terms

Form 3, Ordinary Shares, indirectly, beneficial ownership

4 terms

Form 3 regulatory

"Perpetuals.com Ltd director and Co-CEO, Interim CFO Kobayashi Satoshi has filed an initial Form 3 reporting his ownership"

Form 3 is the initial public filing that officers, directors and large shareholders must submit to report their ownership of a company’s securities when they become insiders. It acts like an opening inventory sheet that gives investors a starting point to see who holds significant stakes and to spot later trades or potential conflicts of interest, helping assess insider confidence and transparency.

Ordinary Shares financial

"The filing shows he holds 3,938,510 Ordinary Shares directly"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

indirectly financial

"It also reports 4,000,000 Ordinary Shares held indirectly through Themis Capital GK"

beneficial ownership financial

"This Form 3 records existing positions and does not reflect new share purchases or sales, focusing on beneficial ownership"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

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

What does the Perpetuals.com Ltd (PDC) Form 3 filed by Kobayashi Satoshi show?

The Form 3 shows Co-CEO and Interim CFO Kobayashi Satoshi’s existing holdings. He reports 3,938,510 Ordinary Shares held directly and 4,000,000 Ordinary Shares held indirectly through Themis Capital GK, a company he owns 100%. No new transactions are reported.

How many Perpetuals.com Ltd (PDC) shares does Kobayashi Satoshi hold directly?

He reports direct ownership of 3,938,510 Ordinary Shares. This figure represents his personal holdings recorded as directly owned, separate from shares held through entities such as Themis Capital GK. The Form 3 provides a baseline of his direct stake in Perpetuals.com Ltd.

What is Themis Capital GK’s role in the Perpetuals.com Ltd (PDC) Form 3?

Themis Capital GK is listed as the holder of 4,000,000 Ordinary Shares. A footnote explains Themis Capital GK is 100% owned by Kobayashi Satoshi, so these shares are reported as indirectly owned by him, reflecting his economic interest via this entity.

Does the Perpetuals.com Ltd (PDC) Form 3 show any insider buying or selling?

No, the Form 3 does not show any insider buying or selling. It is an initial statement of beneficial ownership that simply lists Kobayashi Satoshi’s direct and indirect Ordinary Share positions, rather than reporting new transactions or changes in his stake.

Why is indirect ownership disclosed for Perpetuals.com Ltd (PDC) shares?

Indirect ownership is disclosed to show shares held through related entities. In this case, 4,000,000 Ordinary Shares are held by Themis Capital GK, which is 100% owned by Kobayashi Satoshi, indicating his economic interest even though the shares are registered to that entity.

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

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Accepted by SEC EDGAR 04/01/2026 - 11:00 AM EDT Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Kobayashi Satoshi

(Last) (First) (Middle)

5-7-11, UENO, TAITO-KU

(Street)

TOKYO 110-0005

(City) (State) (Zip)

JAPAN

(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-CEO, Interim CFO

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	3,938,510	D
Ordinary Shares	4,000,000	I	By Themis Capital GK(1)

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 4,000,000 Ordinary Shares held by Themis Capital GK, which is 100% owned by Mr. Satoshi Kobayashi.

	/s/ Satoshi Kobayashi	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)