Perpetuals.com (PDC) director reports indirect Ordinary and Series P stakes

Rhea-AI Filing Summary

Perpetuals.com Ltd director Matthew Nicoletti has filed an initial Form 3 reporting prospective indirect equity interests in the company held through One9, LLC. The filing shows 138,590 Ordinary Shares and 2,411,410 Series P Preferred Shares to be held indirectly, all tied to a share exchange agreement dated December 28, 2025.

Footnotes explain that, as of this filing, none of these Ordinary Shares or Series P Preferred Shares has been issued because their issuance is still subject to required approvals under Japanese foreign exchange regulations. Nicoletti disclaims beneficial ownership of 50% of the reported Ordinary and Series P Preferred Shares. The Series P Preferred Shares currently have no voting rights and are not convertible into Ordinary Shares, but are expected to become convertible on a one-for-one basis and obtain defined voting rights once the requisite shareholder approvals are received.

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^*

Nicoletti Matthew Anthony

(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
	Officer (give title below)		Other (specify below)

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	138,590	I	One9, LLC(1)(2)(3)
Series P Preferred Shares	2,411,410	I	One9, LLC(1)(2)(3)

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 an aggregate of 277,180 Ordinary Shares and 4,822,820 Series P Preferred Shares that will be held through One9, LLC, a Florida limited liability company, 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. Matthew Nicoletti disclaims beneficial ownership of 50% of such shares. 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. Matthew Nicoletti disclaims beneficial ownership of 50% of the Ordinary Shares and Series P preferred Shares referenced on the first line of footnote no. 1.

3. As of the date of this filing, none of the 138,590 Ordinary Shares and 2,411,410 Series P Preferred Shares has been issued. The issuance of such securities remains subject to the required approvals under the Foreign Exchange and Foreign Trede Act of Japan (Act No. 228 of 1949, as amended) and related regulations in accordance with Japanese law.

	/s/ Matthew Nicoletti	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 Matthew Nicoletti report in his Form 3 for Perpetuals.com Ltd (PDC)?

He reports prospective indirect holdings of 138,590 Ordinary Shares and 2,411,410 Series P Preferred Shares in Perpetuals.com Ltd. These securities are linked to a share exchange agreement and are to be held through One9, LLC, subject to regulatory approvals and corporate conditions.

Are the Ordinary Shares and Series P Preferred Shares reported by PDC director Nicoletti already issued?

No, as of the filing date, none of the 138,590 Ordinary Shares or 2,411,410 Series P Preferred Shares has been issued. Their issuance remains contingent on required approvals under Japan’s Foreign Exchange and Foreign Trade Act and related regulations, according to the filing footnotes.

How will the Series P Preferred Shares of Perpetuals.com Ltd (PDC) function if approvals are obtained?

The Series P Preferred Shares currently lack voting rights and are not convertible into Ordinary Shares. After receiving requisite shareholder approvals, they will become convertible into Ordinary Shares on a one-for-one basis and gain voting rights as described in the governing documents.

How are Matthew Nicoletti’s holdings in Perpetuals.com Ltd (PDC) structured?

The reported interests are held indirectly through One9, LLC, a Florida limited liability company. Footnotes state that Nicoletti disclaims beneficial ownership of 50% of the Ordinary Shares and Series P Preferred Shares referenced, clarifying that only half of the economic interest is attributed to him.

What agreement underlies the reported PDC securities held through One9, LLC?

The securities are issuable under a Share Exchange Agreement among Earlyworks Co., Ltd. (now Perpetuals.com Ltd), Perpetual Markets Ltd., and listed Perpetual shareholders, dated December 28, 2025. The filing ties the Ordinary and Series P Preferred Shares to this specific transaction.