Perpetuals.com Ltd (PDC) investors file 0% ownership exit Schedule 13G/A

Rhea-AI Filing Summary

Perpetuals.com Ltd received an amended Schedule 13G indicating that Aldersgate Capital Partners Ltd. and Jason Thomas Kelly Butcher no longer hold a reportable stake in its securities. The securities class is American Depositary Shares, each representing 5 Ordinary Shares, CUSIP 27030F202.

The reporting persons state they now beneficially own 0.00 shares of Common Stock, representing 0.0% of the class, with no sole or shared voting or dispositive power. This amendment is described as an exit filing, reflecting that each reporting person has ceased to be a beneficial owner of more than five percent of the outstanding shares. Aldersgate is organized in the Cayman Islands, and Mr. Butcher is a U.S. citizen.

Key Figures

Beneficially owned shares: 0.00 shares Ownership percentage: 0.0 % Sole voting power Aldersgate: 0.00 +4 more

7 metrics

Beneficially owned shares 0.00 shares Shares of Common Stock beneficially owned by each reporting person after the amendment

Ownership percentage 0.0 % Percent of class owned by each reporting person after the amendment

Sole voting power Aldersgate 0.00 Sole power to vote or direct the vote reported for Aldersgate

Sole voting power Mr. Butcher 0.00 Sole power to vote or direct the vote reported for Jason Thomas Kelly Butcher

ADS to Ordinary Share ratio 1 ADS = 5 Ordinary Shares Each American Depositary Share represents 5 Ordinary Shares, no par value per share

Signature date 08/14/2026 Date the amendment was signed by both reporting persons

CUSIP 27030F202 CUSIP number for Perpetuals.com Ltd American Depositary Shares

Key Terms

exit filing, beneficial owner, Rule 13d-3, Joint Filing Agreement, +1 more

5 terms

exit filing regulatory

"This Amendment No. 1 constitutes an exit filing for each of the Reporting Persons."

beneficial owner regulatory

"has ceased to be the beneficial owner of more than five percent"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Rule 13d-3 regulatory

"By reason of the provisions of Rule 13d-3 of the Act"

Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.

Joint Filing Agreement regulatory

"have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1"

American Depositary Shares financial

"Title of class of securities: American Depositary Shares, each representing 5 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.

FAQ

What does this Schedule 13G/A mean for Perpetuals.com Ltd (PDC)?

The filing states that Aldersgate Capital Partners Ltd. and Jason Thomas Kelly Butcher now hold 0.00 shares of Perpetuals.com Ltd, or 0.0% of the class, and have no voting or dispositive power.

Who were the reporting persons in Perpetuals.com Ltd (PDC)’s Schedule 13G/A?

The reporting persons are Aldersgate Capital Partners Ltd., a Cayman Islands exempted limited liability company, and Jason Thomas Kelly Butcher, a U.S. citizen, filing together under a joint filing agreement.

What class of securities is covered in Perpetuals.com Ltd (PDC)’s Schedule 13G/A?

The filing covers American Depositary Shares of Perpetuals.com Ltd, with each ADS representing 5 Ordinary Shares with no par value, identified by CUSIP 27030F202.

What is meant by an exit filing in the Perpetuals.com Ltd (PDC) Schedule 13G/A?

The amendment is described as an exit filing, indicating each reporting person has ceased to be a beneficial owner of more than five percent of Perpetuals.com Ltd’s outstanding Common Stock.

Do Aldersgate and Jason Butcher retain any voting power in Perpetuals.com Ltd (PDC)?

No. The filing reports 0.00 sole and 0.00 shared voting power and 0.00 sole and shared dispositive power for both Aldersgate and Jason Thomas Kelly Butcher over Perpetuals.com Ltd securities.

When was the Perpetuals.com Ltd (PDC) Schedule 13G/A Amendment No. 1 signed?

The amendment was signed on 08/14/2026 by Aldersgate Capital Partners Ltd., through director Jason Thomas Kelly Butcher, and separately by Jason Thomas Kelly Butcher in his individual capacity.

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

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Available on EDGAR 08/14/2026 - 07:31 PM Accepted by SEC EDGAR 08/14/2026 - 07:31 PM Learn about SEC filing dates

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)

06/30/2026

(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

Aldersgate Capital Partners Ltd.

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: This constitutes an exit filing for the reporting person.

SCHEDULE 13G

CUSIP Number(s): 27030F202

1

Names of Reporting Persons

Jason Thomas Kelly Butcher

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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: This constitutes an exit filing for 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) Aldersgate Capital Partners Ltd., a Cayman Islands exempted limited liability company ("Aldersgate"); and (ii) Jason Thomas Kelly Butcher ("Mr. Butcher"). 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, pursuant to which such 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 Third Floor, The Harbour Centre, 42 North Church Street, Grand Cayman, P.O. Box 30076 SMB KY1-1201, Cayman Islands.
(c)	Citizenship: Aldersgate is an exempted limited liability company organized under the laws of the Cayman Islands. Mr. Butcher 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 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 shares of Common Stock 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. None of the Reporting Persons beneficially owns any shares of Common Stock. Aldersgate has the power to dispose of and the power to vote any shares of Common Stock beneficially owned by it, which power may be exercised by its sole shareholder and sole director, Mr. Butcher. Mr. Butcher does not directly own any shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Butcher may be deemed to beneficially own any shares of Common Stock beneficially owned by Aldersgate.
(b)	Percent of class: 0.00 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (A) Aldersgate: 0.00 (B) Mr. Butcher: 0.00
	(ii) Shared power to vote or to direct the vote: (A) Aldersgate: 0.00 (B) Mr. Butcher: 0.00
	(iii) Sole power to dispose or to direct the disposition of: (A) Aldersgate: 0.00 (B) Mr. Butcher: 0.00
	(iv) Shared power to dispose or to direct the disposition of: (A) Aldersgate: 0.00 (B) Mr. Butcher: 0.00
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.

Aldersgate Capital Partners Ltd.

Signature:	/s/ Aldersgate Capital Partners Ltd.
Name/Title:	Jason Thomas Kelly Butcher, Director
Date:	08/14/2026

Jason Thomas Kelly Butcher

Signature:	/s/ Jason Thomas Kelly Butcher
Name/Title:	Jason Thomas Kelly Butcher
Date:	08/14/2026

Comments accompanying signature: LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated December 11, 2025 (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the SEC on December 12, 2025)