Perpetuals.com Ltd reporting persons filed an Amendment No. 1 to a Schedule 13G/A to state they have ceased to be beneficial owners of more than five percent of the ordinary shares. The filing reports 795,620 ordinary shares beneficially owned, equal to 3.45% of 22,828,812 ordinary shares outstanding as of March 31, 2026.
The filing lists holdings via American Depositary Shares and warrants and characterizes this submission as an exit filing for Eadwacer Holdings, LLC and Christopher Finn under Rule 13d-1(k).
Positive
None.
Negative
None.
Insights
Exit filing confirms ownership below 5% threshold for two reporting persons.
The Amendment No. 1 updates beneficial ownership and states that each Reporting Person now holds 795,620 Ordinary Shares, representing 3.45% of the class based on 22,828,812 shares outstanding as of March 31, 2026. The filing describes holdings as ADSs and warrants and identifies the submission as an "exit filing."
Implications are procedural: this removes the >5% reporting classification under Rule 13d-1. Subsequent disclosures will depend on any future threshold movements; timing of such changes is not specified in the excerpt.
Schedule 13G/A amendment updates ownership math and group attribution.
The filing attributes beneficial ownership to Eadwacer Holdings, LLC and, by Rule 13d-3, to Christopher Finn as manager. It notes holdings are represented by ADSs and warrants and references a Joint Filing Agreement filed October 20, 2025.
Cash‑flow treatment and any planned dispositions are not described in the provided excerpt; future filings would disclose material changes.
Key Figures
Shares outstanding:22,828,812 sharesBeneficially owned:795,620 sharesPercent of class:3.45%+3 more
6 metrics
Shares outstanding22,828,812 sharesas of March 31, 2026
Beneficially owned795,620 sharesreported beneficial ownership by each Reporting Person
Percent of class3.45%percentage of ordinary shares outstanding as stated in Item 4
ADSs held111,932 ADSsADS count listed in the cover pages
Warrants47,192 warrantswarrants to purchase ADSs as listed in the filing
CUSIP27030F202CUSIP for ADS class
Key Terms
American Depositary Shares, exit filing, Joint Filing Agreement, Rule 13d-1(k)
4 terms
American Depositary Sharesfinancial
"Each ADS represents five Ordinary Shares"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
exit filingregulatory
"This Amendment No. 1 constitutes an exit filing for the reporting person"
Joint Filing Agreementregulatory
"Reporting Persons have entered into a Joint Filing Agreement"
Rule 13d-1(k)regulatory
"file this Amendment No. 1 jointly in accordance with the provisions of Rule 13d-1(k)"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Perpetuals.com Ltd
(Name of Issuer)
American Depositary Shares, each representing 5 Ordinary Shares, no par value per share
(Title of Class of Securities)
27030F202
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
27030F202
1
Names of Reporting Persons
Eadwacer Holdings, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SOUTH CAROLINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
795,620.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
795,620.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
795,620.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: This constitutes an exit filing for the reporting person. As more fully described in Item 4 of this Amendment No. 1 to the Statement on Schedule 13G (this ''Amendment No. 1''), such percentage is based on 22,828,812 ordinary shares, no par value per share, of the issuer (''Ordinary Shares'') outstanding as of March 31, 2026, as verified with the issuer. The amounts listed in rows 6, 8 and 9 represent Ordinary Shares, which are represented by American Depositary Shares of the issuer (''ADSs''), and such amounts and the percentage in row 11 are based on (i) 111,932 ADSs, representing 559,660 Ordinary Shares, and (ii) warrants to purchase up to 47,192 ADSs, representing 235,960 Ordinary Shares (the ''Warrants''), in each case directly held by the reporting person. Each ADS represents five Ordinary Shares.
SCHEDULE 13G
CUSIP Number(s):
27030F202
1
Names of Reporting Persons
Christopher Finn
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
795,620.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
795,620.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
795,620.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.5 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: This constitutes an exit filing for the reporting person. As more fully described in Item 4 of this Amendment No. 1, such percentage is based on 22,828,812 Ordinary Shares outstanding as of March 31, 2026, as verified with the issuer. The amounts listed in rows 6, 8 and 9 represent Ordinary Shares, which are represented by ADSs, and such amounts and the percentage in row 11 are based on (i) 111,932 ADSs, representing 559,660 Ordinary Shares, and (ii) Warrants to purchase up to 47,192 ADSs, representing 235,960 Ordinary Shares, in each case indirectly held by the reporting person.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Perpetuals.com Ltd
(b)
Address of issuer's principal executive offices:
5-7-11, Ueno, Taito-ku, Tokyo, Japan 110-0005
Item 2.
(a)
Name of person filing:
(i) Eadwacer Holdings, LLC, a South Carolina limited liability company ("Eadwacer"); and
(ii) Christopher Finn ("Mr. Finn").
The foregoing persons are hereinafter collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Statement on Schedule 13G filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the ''SEC'') on October 20, 2025 (the "Schedule 13G"), pursuant to which the Reporting Persons have agreed to file this Amendment No. 1 and all subsequent amendments to the Schedule 13G and this Amendment No. 1 jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Amendment No. 1 should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the Ordinary Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 26 New Street, Charleston, SC 29401.
(c)
Citizenship:
Eadwacer is a limited liability company organized under the laws of the State of South Carolina. Mr. Finn is a citizen of the United States.
(d)
Title of class of securities:
American Depositary Shares, each representing 5 Ordinary Shares, no par value per share
(e)
CUSIP No.:
27030F202
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The purpose of this Amendment No. 1 is to amend and supplement the Schedule 13G in order to update the beneficial ownership information on the cover pages and in item 4 in the Schedule 13G, including to indicate that each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the outstanding Ordinary Shares, and to amend Item 5 of the Schedule 13G accordingly. This Amendment No. 1 constitutes an exit filing for each of the Reporting Persons. The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Amendment No. 1 and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on 22,828,812 Ordinary Shares outstanding as of March 31, 2026, as verified with the issuer.
Eadwacer holds (i) 111,932 ADSs, representing 590,660 Ordinary Shares and (ii) Warrants to purchase up to 47,192 ADSs, representing 235,960 Ordinary Shares.
Consequently, Eadwacer is the beneficial owner of 795,620 Ordinary Shares (the "Shares"). Eadwacer has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by its manager, Mr. Finn. Mr. Finn does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Finn may be deemed to beneficially own the Shares which are beneficially owned by Eadwacer.
(b)
Percent of class:
(A) Eadwacer: 3.45 %
(B) Mr. Finn: 3.45 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(A) Eadwacer: 0.00
(B) Mr. Finn: 0.00
(ii) Shared power to vote or to direct the vote:
(A) Eadwacer: 795,620.00
(B) Mr. Finn: 795,620.00
(iii) Sole power to dispose or to direct the disposition of:
(A) Eadwacer: 0.00
(B) Mr. Finn: 0.00
(iv) Shared power to dispose or to direct the disposition of:
(A) Eadwacer: 795,620.00
(B) Mr. Finn: 795,620.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed with the Schedule 13G.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Eadwacer Holdings, LLC
Signature:
/s/ Christopher Finn
Name/Title:
Christopher Finn, Manager
Date:
05/13/2026
Christopher Finn
Signature:
/s/ Christopher Finn
Name/Title:
Christopher Finn
Date:
05/13/2026
Comments accompanying signature: LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated October 20, 2025 (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the SEC on October 20, 2025)
What did Perpetuals.com Ltd (PDC) reporting persons file?
They filed an Amendment No. 1 to a Schedule 13G/A stating an exit filing. It updates beneficial ownership and shows the reporting persons now own 3.45% of outstanding ordinary shares as of March 31, 2026.
How many ordinary shares do the reporting persons beneficially own for PDC?
The Amendment states the Reporting Persons beneficially own 795,620 ordinary shares. That figure is the basis for the filing’s stated 3.45% ownership of 22,828,812 shares outstanding as of March 31, 2026.
What instruments underlie the reported holdings in the PDC filing?
The filing lists holdings via American Depositary Shares (ADSs) and warrants. It notes each ADS represents five ordinary shares and specifies ADS and warrant counts in the cover and Item 4 breakdowns.
Who are the Reporting Persons named in the amendment for PDC?
The Reporting Persons are Eadwacer Holdings, LLC (a South Carolina LLC) and Christopher Finn. The filing states they filed jointly under a Joint Filing Agreement dated October 20, 2025.
Does the amendment state the ownership percentage basis date for PDC?
Yes. The ownership percentages are calculated based on 22,828,812 ordinary shares outstanding as of March 31, 2026, as verified with the issuer.
