PDC 6-K
Perpetuals.com Ltd (PDC)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
Forthe month of July 2026
CommissionFile Number: 001-41752
Perpetuals.comLtd
5-7-11,Ueno, Taito-ku
Tokyo,Japan 110-0005
(Addressof principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Convocationof the Eighth Ordinary General Meeting of Shareholders of Perpetuals.com Ltd
In accordance with the rules and regulations of the Japanese Companies Act, Perpetuals.com Ltd (the “Company”) has caused a notice and accompanying information, including voting instructions, to be sent to all holders of its ordinary shares and American Depositary Shares with respect to its eighth ordinary general meeting of shareholders to be held in Tokyo, Japan on July 24, 2026. Copies of the meeting notice and the form of proxy card are furnished hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
Exhibit 99.1 and Exhibit 99.2 furnished hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
EXHIBITINDEX
| Exhibit No. | Description | |
|---|---|---|
| 99.1 | Notice of Convocation of the Eighth Ordinary General Meeting of Shareholders | |
| 99.2 | Form of Proxy Card |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Perpetuals.com Ltd | ||
|---|---|---|
| Date: July 1, 2026 | By: | /s/<br> Satoshi Kobayashi |
| Name: | Satoshi Kobayashi | |
| Title: | Co-Chief<br> Executive Officer, Interim Chief Financial Officer and<br><br> <br>Representative<br> Director<br><br> <br>(Principal<br> Executive Officer) |
2
Exhibit 99.1
[This is an English translation of the original issued in Japanese]
[NOTE] Perpetuals.com Ltd. assumes no responsibility for this translation or for direct, indirect, or other forms of damages arising from the translation. This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
July 1, 2026
To shareholders
| MR Building 3F,<br> 5-7-11 Ueno, Taito-ku, Tokyo | |
|---|---|
| Perpetuals.com Ltd. (the “Company”) | |
| Representative Director Satoshi<br> Kobayashi |
Notice of the Eighth Ordinary General Meeting of Shareholders
We would like to take this opportunity to thank you for your continued support.
Notice is hereby given that the Eighth Ordinary General Meeting of Shareholders of the Company will be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing. Please review the reference documents for the Eighth Ordinary General Meeting of Shareholders described below, indicate your approval or disapproval of the proposal on the enclosed Voting Right Exercise Form, and return the form to us so that it reaches us by 6:00 p.m. on Thursday, July 23, 2026 (JST).
| 1. | Date and Time | Friday,<br> July 24, 2026, 10:00 a.m. (JST)<br><br> Reception starts at 9:30 a.m. |
|---|---|---|
| 2. | Venue | MR<br> Building 3F, 5-7-11 Ueno, Taito-ku, Tokyo <br><br> Conference room of our head office |
| --- | --- | --- |
| 3. | Objectives <br><br>Matters to be reported | Business Report for the Eighth Fiscal Year (From May 1, 2025 to April 30, 2026) |
| --- | --- | --- |
| Decisions | Approval of Financial Statements for the Eighth Fiscal Year (From May 1, 2025 to April 30, 2026) |
End
If you plan to attend the meeting, please submit the enclosed Voting Right Exercise Form to the receptionist at the meeting.
In the event of any revision to the reference documents for the General Meeting of Shareholders, the Business Report or the Financial Statements, the revised items will be posted on the Company’s website (address: https://e-arly.works/).
Important Notice Regarding Japanese GAAP Financial Information
The financial results for the fiscal year ended April 30, 2026 presented in the following business report and the accompanying Japanese generally accepted accounting principles (“GAAP”) financial statements and related notes are prepared solely in accordance with Japanese GAAP on a non-consolidated basis, have not been reviewed or audited under either the standards of the Public Company Accounting Oversight Board (“PCAOB”) or U.S. generally accepted auditing standards (“GAAS”), and do not present all information necessary for an understanding of the Company’s results of operations for the fiscal year ended April 30, 2026. For the avoidance of any confusion, such financial results, financial statements and the related notes do not include the Company’s wholly owned subsidiary, Perpetual Markets Ltd.
Our U.S. GAAP results for the fiscal year ended April 30, 2026 remain subject to the completion of management’s reviews and reconciliations and/or adjustments under U.S. GAAP, the Company’s other financial closing procedures, and the audit by the Company’s independent auditor in accordance with the standards of the PCAOB, and may differ from the Japanese GAAP results for this period due to the completion of the Company’s financial closing procedures, the audit under the standards of the PCAOB, and other developments that may arise during the audit process.
The Company expects that its audited consolidated U.S. GAAP results for the fiscal year ended April 30, 2026, in addition to reflecting the consolidation of entities that is not reflected in the non-consolidated Japanese GAAP financial results, may differ from the Japanese GAAP results contained in the following business report and the accompanying Japanese GAAP financial statements and related notes.
The Japanese GAAP financial results included in the following business report have been prepared by and are the responsibility of the Company’s management. The Company’s independent U.S. auditor has not audited, reviewed, compiled, or performed any procedures with respect to the Japanese GAAP financial results presented in the following business report or the accompanying Japanese GAAP financial statements and related notes under either the standards of the PCAOB or U.S. GAAS. Accordingly, the Company’s independent U.S. auditor does not express an opinion or any other form of assurance with respect thereto.
The Company intends to file its Annual Report on Form 20-F containing the audited financial statements for the fiscal year ended April 30, 2026 prepared in accordance with U.S. GAAP by the filing deadline prescribed by the U.S. Securities and Exchange Commission, and such financial information for 2026 contained in the Annual Report, including the Company’s audited financial statements and related notes prepared in accordance with U.S. GAAP, may differ from the Japanese GAAP financial information disclosed in the following business report and the accompanying Japanese GAAP financial statements and related notes. As such, this Japanese GAAP financial information should not be viewed as a substitute for the Company’s audited annual financial statements and related notes prepared in accordance with U.S. GAAP and is not necessarily indicative of any future period. Accordingly, you should not place undue reliance on this Japanese GAAP information.
The discussion of financial results below is presented to our shareholders and holders of our American Depositary Shares (“ADSs”) solely for purposes of compliance with requirements under the Companies Act of Japan in connection with our eighth Ordinary General Meeting of Shareholders.
2
[This is an English translation of the original issued in Japanese]
[NOTE] Perpetuals.com Ltd. assumes no responsibility for this translation or for direct, indirect, or other forms of damages arising from the translation. This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
Business Report
( May 1, 2025 to
April 30, 2026 )
| 1. | Current Status of the Company |
|---|---|
| (1) | Status of Business in the 2026 Fiscal Year |
| --- | --- |
| 1) | Business Progress and Results |
| --- | --- |
During the fiscal year under review, the Japanese economy continued to operate amid uncertainty in the external environment, including fluctuations in foreign exchange rates, persistently high raw material prices, and prolonged geopolitical risks. In the blockchain and Web3 fields in which the Company operates, while industry participants continued to explore practical use cases, enterprise customers became more cautious in making investment decisions, resulting in significant fluctuations in project unit prices and development scale during the year.
The Company continued to engage principally in the provision of system planning, development, consulting, and maintenance services centered on its proprietary blockchain infrastructure, Grid Ledger System (GLS), and advanced the development of related SDKs and the sophistication of its operational framework. For NTT DOCOMO, the Company continued to provide development support on a monthly basis for metaverse-related services, and NTT DOCOMO remained a major customer of the Company during the fiscal year under review. With respect to the initiative with POCKET RD, following the completion of the initial development phase of a large-scale development project in the previous fiscal year, the initiative transitioned during the fiscal year under review to a continuous maintenance and operational support phase. In addition, through collaboration with SCSK Corporation, the Company achieved the launch of a commercial application utilizing GLS, thereby continuing to accumulate examples of the social implementation of GLS.
As initiatives to strengthen its financial base and expand its business domains, the Company implemented the following important measures during the fiscal year under review.
On October 15, 2025, the Company completed the initial closing of a private placement financing in the aggregate amount of approximately US$5.0 million, thereby regaining compliance with the minimum shareholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). Thereafter, on November 18, 2025, the Company completed an additional closing of the same private placement in the aggregate amount of approximately US$2.08 million. Through the pre-funded warrants and ordinary warrants issued in connection with such financing, the Company further strengthened its financial base for executing its future growth strategy.
In addition, pursuant to the agreement entered into on December 28, 2025, the Company acquired all issued shares of Perpetual Markets Ltd. on January 20, 2026, making it a wholly owned subsidiary. On the same date, the Company changed its trade name from Earlyworks Co., Ltd. to Perpetuals.com Ltd. As a result of this acquisition and name change, the Company group obtained a foundation for expanding its business, in addition to its blockchain solution business based on GLS, into trading products utilizing AI technology and the prediction market domain, and transitioned to a structure oriented toward global business development across the Americas, Europe, and Asia.
With respect to the strengthening of its organizational structure, the Company newly welcomed directors and a company auditor with extensive experience in finance, technology, and other fields, with the aim of enhancing its ability to respond to global business development and increasingly diverse customer needs, and established a foundation for its management and business execution systems.
As a result, for the fiscal year under review, net sales amounted to 245 million yen (compared with net sales of 438 million yen in the previous fiscal year), operating loss was 456 million yen (compared with operating loss of 252 million yen in the previous fiscal year), ordinary loss was 432 million yen (compared with ordinary loss of 243 million yen in the previous fiscal year), and net loss was 433 million yen (compared with net loss of 244 million yen in the previous fiscal year).
3
Sales by Business Segment
(Unit: Million Yen)
| Year<br> 7 <br> (April 2025)<br> (2025 fiscal year) | Year<br> 8 <br> (April 2026) <br> (2026 fiscal year) | Prior<br> year comparison | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Business Segment | Amount | Composition<br> Ratio | Amount | Composition<br> Ratio | Amount | %<br> change | ||||||||||||||||||
| Blockchain Business | 438 | 100 | % | 245 | 100 | % | △193 | △44.1 | % | |||||||||||||||
| 2) | Status of Capital Expenditures | |||||||||||||||||||||||
| --- | --- |
Not applicable.
| 3) | Status of Fundraising |
|---|
On October 15, 2025, the Company completed the initial closing of a private placement financing in the aggregate amount of approximately US$5.0 million, and thereafter completed an additional closing of the same private placement in the aggregate amount of approximately US$2.08 million on November 18, 2025.
| 4) | Status of Business Transfer, Absorption-Type Demerger, or Incorporation-Type Demerger |
|---|
Not applicable.
| 5) | Acquisition of Other Company’s Business |
|---|
Not applicable.
| 6) | Succession to Rights and Obligations Relating to the Business of Other Corporations, etc., as a Result of Absorption-Type Merger or Absorption-Type Split |
|---|
Not applicable.
| 7) | Acquisition or Disposal of Shares or Other Equity or Stock Options in Other Companies |
|---|
On January 20, 2026, the Company acquired all issued shares of Perpetual Markets Ltd., a company engaged in the provision of fintech services utilizing blockchain and AI, thereby making it a wholly owned subsidiary.
| (2) | Assets and Profit and Loss |
|---|
| Year 5 (Fiscal year ended April 30, 2023) | Year 6 (Fiscal year ended April 30, 2024) | Year 7 (Fiscal year ended April 30, 2025) | Year 8 (Fiscal year ended April 30, 2026) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sales (Million<br> Yen) | 41 | 179 | 438 | 245 | |||||||||||
| Ordinary Loss (△) (Million<br> Yen) | △594 | △455 | △243 | △432 | |||||||||||
| Net Loss (△) (Million<br> Yen) | △585 | △456 | △244 | △433 | |||||||||||
| Net Loss per Share (△)<br> (Yen) | △43.97 | △31.54 | △16.18 | △24.77 | |||||||||||
| Total Assets (Million Yen) | 250 | 564 | 202 | 903 | |||||||||||
| Net Assets (Million Yen) | 9 | 336 | 92 | 801 | |||||||||||
| Net Assets per Share (Yen) | 0.03 | 21.69 | 6.10 | 23.67 |
| (3) | Issues to be Addressed |
|---|---|
| 1 | Strengthening of Management and Internal Control Systems |
| --- | --- |
Continuing from the previous fiscal year, the Company worked to strengthen its governance framework to support transparent and fair decision-making and sustainable growth. In particular, the Company promoted the establishment of internal systems and the development of an organizational foundation through the cultivation of compliance awareness and the continuous implementation of education and study sessions in each department. During the fiscal year under review, the Company also welcomed new directors and a company auditor with extensive experience in global management, finance, technology, and other fields, thereby promoting the diversification and sophistication of its management structure. At the same time, in addition to complying with the discipline required of a company listed on the Nasdaq market in the United States, the Company recognizes the need to further enhance its management, risk management, and compliance systems in order to respond to global business development, including through Perpetual Markets Ltd., which became a wholly owned subsidiary during the fiscal year under review. The Company considers it an urgent issue to continue developing internal control and governance functions for the group as a whole, while formalizing decision-making processes and revising operating rules, so as to build an effective system in preparation for future expansion of business scale.
4
| 2 | Strengthening the Development System by Securing and Developing Human Resources |
|---|
The Company group recognizes that securing and developing engineers responsible for development in blockchain technology and AI and financial technology fields, as well as specialized personnel in business and marketing fields who will drive business growth, continue to be important management issues. During the fiscal year under review, the Company recruited international talent and partially strengthened its development structure with a global perspective. However, medium- to long-term securing and development of human resources in line with the expansion of business domains remains an important issue. The Company will continue initiatives to improve employee retention and will continue to cultivate and acquire personnel with outstanding expertise and practical capabilities.
| 3 | Strengthening the Business Promotion Structure |
|---|
While maintaining a lean and highly skilled structure as its foundation, the Company continues to regard the construction of an organizational structure capable of responding to the expansion of business domains and increasingly diverse customer needs as an important management issue. During the fiscal year under review, the Company continued flexible recruitment activities regardless of employment form, including full-time employees and contractors, with the aim of securing personnel with planning and proposal capabilities. These efforts contributed to the strengthening of proposal capabilities and customer responsiveness. Going forward, the Company will strengthen its business promotion structure by integrating its development, planning, and sales functions, and will work to build an organization capable of providing sustainable value.
| 4 | Challenges in Strengthening the IR Framework and Maximizing the Outcomes of R&D Investments |
|---|
The Company recorded research and development expenses of 22,319 thousand yen in the fiscal year under review for the purpose of building a medium- to long-term revenue base to support future growth, and focused on securing technological advantages. At the same time, there remains room to improve and strengthen the investor relations framework for appropriately communicating the outcomes of these development activities, as well as the Company’s vision and business strategies, to investors in Japan and overseas. In particular, important issues going forward include improving the quality of English-language disclosures in light of disclosure requirements in the U.S. Nasdaq market, creating opportunities for ongoing dialogue with investors, and enhancing the frequency and content of information disclosure. The Company will seek to enhance corporate value through the strategic operation of IR activities.
| (4) | Principal Business Activities (as of April 30, 2026) |
|---|
| Business Segment | Business Activities | |
|---|---|---|
| Blockchain Business | Development of systems<br> and design/provision of Web3 solutions utilizing our proprietary blockchain infrastructure, Grid Ledger System |
| (5) | Principal Offices and Plants (as of April 30, 2026) |
|---|
| Head<br> Office | Taito-ku,<br> Tokyo |
|---|
| (6) | Status of Employees (as of April 30, 2026) |
|---|
| Business Segment | Number of Employees | Change from the End of Previous Fiscal Year | ||
|---|---|---|---|---|
| Blockchain Business | 4 employees | Decrease of 16 employees |
As the Company Group operates in a single business segment, the Blockchain Business, segment information is not presented.
| (7) | Principal Lenders (as of April 30, 2026) |
|---|
| Lender | Loan Amount | |
|---|---|---|
| Kiraboshi<br> Bank, Ltd. | 19<br> million yen | |
| The<br> Shoko Chukin Bank, Ltd. | 14<br> million yen |
5
| (8) | Other Important Matters Relating to the Current Status of the Company |
|---|
Pursuant to a resolution of the Extraordinary General Meeting of Shareholders held on March 30, 2026, the Company amended part of its Articles of Incorporation and, as of the same date, transitioned from a company with a board of company auditors to a company with a company auditor. As a result of this change in governance structure, the Board of Company Auditors was abolished and the Company transitioned to an audit structure conducted by the Company Auditor.
| 2. | Shares (as of April 30, 2026) |
|---|
| (1) Total Number of Shares Authorized to be Issued | 285,411,408 shares |
|---|---|
| (2) Total Number of Shares Issued | 86,923,687 shares |
| Ordinary Shares | 33,872,687 shares |
| Series P Shares | 53,051,000 shares |
| (3) Number of Record Shareholders | 38 |
| (4) | Major Shareholders |
| --- | --- |
ShareholdingStatus (Ordinary Shares Only)
| Shareholder<br> Name | Number<br> of Shares Held | Shareholding<br> Ratio | ||||||
|---|---|---|---|---|---|---|---|---|
| The Bank of New<br> York Mellon | 20,438,375 | 60.34 | % | |||||
| Themis Capital LLC | 4,000,000 | 11.81 | ||||||
| Satoshi Kobayashi | 3,938,510 | 11.63 | ||||||
| Patrick Gruhn | 1,294,860 | 3.82 | ||||||
| Strategic Ep LLC | 1,136,195 | 3.35 | ||||||
| Lorem Ipsum RM UG | 1,105,780 | 3.26 | ||||||
| North York Ltd | 551,470 | 1.63 | ||||||
| One9 LLC | 277,180 | 0.82 | ||||||
| Panagiota Ziourti | 236,750 | 0.70 | ||||||
| Innovation Engine Co., Ltd. | 175,952 | 0.52 |
Shareholding Status (Series P Shares Only)
| Shareholder<br> Name | Number<br> of Shares Held | Shareholding<br> Ratio | ||||||
|---|---|---|---|---|---|---|---|---|
| Patrick Gruhn | 22,529,840 | 42.47 | % | |||||
| Lorem Ipsum RM UG | 19,239,955 | 36.27 | ||||||
| One9 LLC | 4,822,820 | 9.09 | ||||||
| Panagiota Ziourti | 4,119,315 | 7.76 | ||||||
| Stephen Higham Stephens | 1,169,535 | 2.20 | ||||||
| RAIK LLC | 1,169,535 | 2.20 |
(Note) At the Extraordinary General Meeting of Shareholders of the Company held on January 16, 2026, the following terms were established with respect to the Series P Shares:
| 1) | Any<br> change to the total number of authorized Series P Shares requires a resolution of a class<br> meeting of shareholders composed of holders of Series P Shares. |
|---|---|
| 2) | The<br> Company shall not pay dividends of surplus to holders of Series P Shares. |
| --- | --- |
| 3) | Holders<br> of Series P Shares shall have no voting rights at general meetings of shareholders. |
| --- | --- |
| 4) | Upon<br> the distribution of residual assets, the Company shall pay holders of Series P Shares, in<br> priority to holders of Ordinary Shares, for each Series P Share, an amount obtained by dividing<br> US$1 by the number of issued Series P Shares (excluding treasury shares); provided,<br> however, that the foregoing shall not apply if otherwise resolved at a general meeting<br> of shareholders. |
| --- | --- |
| 5) | In<br> accordance with applicable laws and regulations, holders of Series P Shares may demand that<br> the Company acquire all or part of their Series P Shares in exchange for the delivery of<br> one Ordinary Share for each Series P Share; provided, however, that such acquisition<br> shall be subject to approval by a resolution of a general meeting of shareholders. |
| --- | --- |
6
Shareholding Status
| **** | Number of Shares Held | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shareholder Name | Ordinary Shares | Series P Shares | Total | Shareholding Ratio | ||||||||||||
| Patrick Gruhn | 1,294,860 | 22,529,840 | 23,824,700 | 27.41 | % | |||||||||||
| The Bank of New York Mellon | 20,438,375 | - | 20,438,375 | 23.51 | ||||||||||||
| Lorem Ipsum RM UG | 1,105,780 | 19,239,955 | 20,345,735 | 23.41 | ||||||||||||
| One9 LLC | 277,180 | 4,822,820 | 5,100,000 | 5.87 | ||||||||||||
| Panagiota Ziourti | 236,750 | 4,119,315 | 4,356,065 | 5.01 | ||||||||||||
| Themis Capital LLC | 4,000,000 | - | 4,000,000 | 4.60 | ||||||||||||
| Satoshi Kobayashi | 3,938,510 | - | 3,938,510 | 4.53 | ||||||||||||
| Stephen Higham Stephens | 67,215 | 1,169,535 | 1,236,750 | 1.42 | ||||||||||||
| RAIK LLC | 67,215 | 1,169,535 | 1,236,750 | 1.42 | ||||||||||||
| Strategic Ep LLC | 1,136,195 | - | 1,136,195 | 1.31 |
(Note)
| 1. | The<br> Bank of New York Mellon holds shares in the Company as a depositary bank for the purpose<br> of issuing American Depositary Shares. |
|---|---|
| 2. | On<br> January 16, 2026, Article 6 of the Company’s Articles of Incorporation was amended,<br> increasing the total number of shares authorized to be issued by 230,111,408 shares to 285,411,408<br> shares. |
| 3. | The<br> total number of shares issued increased as a result of the approval, at the Extraordinary<br> General Meeting of Shareholders held on January 16, 2026, of the issuance of shares for subscription<br> and class shares. |
| 3. | Stock Options, etc. |
| --- | --- |
| (1) | Stock Options Granted as Compensation for the Execution of Duties Held by the Company’s Officers at the End of the Fiscal Year |
| --- | --- |
Not applicable.
| (2) | Stock Options Issued to Employees, etc. as Compensation for the Execution of Duties During the Fiscal Year |
|---|
Not applicable.
| (3) | Other Matters Related to Stock Options, etc. |
|---|
Based on a resolution of the Board of Directors held on September 22, 2025, the Company issued the following stock options.
3rd Stock Options
| Number of Stock Options | 12,019,235 |
|---|---|
| Class and Number of Shares to be Issued upon Exercise of Stock Options | Ordinary<br> shares: 12,019,235 shares |
| Amount to be Paid upon Exercise of Stock Options | US$0.544<br> per stock option |
| Exercise Period | From<br> October 10, 2025 to October 10, 2030 |
| Increase in Capital Stock and Capital Reserve | 1.<br> The amount of capital stock to be increased in the event of the issuance of shares upon the exercise of these stock options shall be<br> one-half of the maximum amount of increase in capital stock, etc. calculated in accordance with Article 17, Paragraph 1 of the<br> Regulation on Corporate Accounting. Any fraction of less than one yen resulting from the calculation shall be rounded up.<br><br> <br><br><br> <br>2.<br> The amount of capital reserve to be increased in the event of the issuance of shares upon the exercise of these stock options shall<br> be the amount obtained by subtracting the amount of capital stock to be increased as set forth in 1. above from the maximum amount<br> of increase in capital stock, etc. as set forth in 1. above. |
| Matters Concerning Transfer of Stock Options | None. |
| Conditions for Exercise of Stock Options | None. |
7
4thStock Options
| Number of Stock Options | 480,770 |
|---|---|
| Class and Number of Shares to be Issued upon Exercise of Stock Options | Ordinary<br> shares: 480,770 shares |
| Amount to be Paid upon Exercise of Stock Options | US$0.416<br> per stock option |
| Exercise Period | From<br> October 10, 2025 to October 10, 2030 |
| Increase in Capital Stock and Capital Reserve | 1.<br> The amount of capital stock to be increased in the event of the issuance of shares upon the exercise of these stock options shall<br> be one-half of the maximum amount of increase in capital stock, etc. calculated in accordance with Article 17, Paragraph 1 of the<br> Regulation on Corporate Accounting. Any fraction of less than one yen resulting from the calculation shall be rounded up.<br><br> <br><br><br> <br>2.<br> The amount of capital reserve to be increased in the event of the issuance of shares upon the exercise of these stock options shall<br> be the amount obtained by subtracting the amount of capital stock to be increased as set forth in 1. above from the maximum amount<br> of increase in capital stock, etc. as set forth in 1. above. |
| Matters Concerning Transfer of Stock Options | None. |
| Conditions for Exercise of Stock Options | None. |
Based on a resolution of the Board of Directors held on September 23, 2025, the Company issued the following stock options.
5th Stock Options
| Number of Stock Options | 12,019,235 |
|---|---|
| Class and Number of Shares to be Issued upon Exercise of Stock Options | Ordinary<br> shares: 12,019,235 shares |
| Issue Price Amount of Stock Options | US$0.359838511<br> per stock option |
| Amount to be Paid upon Exercise of Stock Options | US$0.0001<br> per stock option |
| Exercise Period | From<br> the day after October 10, 2025 (unlimited duration) |
| Increase in Capital Stock and Capital Reserve | 1.<br> The amount of capital stock to be increased in the event of the issuance of shares upon the exercise of these stock options shall<br> be one-half of the maximum amount of increase in capital stock, etc. calculated in accordance with Article 17, Paragraph 1 of the<br> Regulation on Corporate Accounting. Any fraction of less than one yen resulting from the calculation shall be rounded up.<br><br> <br><br><br> <br>2.<br> The amount of capital reserve to be increased in the event of the issuance of shares upon the exercise of these stock options shall<br> be the amount obtained by subtracting the amount of capital stock to be increased as set forth in 1. above from the maximum amount<br> of increase in capital stock, etc. as set forth in 1. above. |
| Matters Concerning Transfer of Stock Options | None. |
| Conditions for Exercise of Stock Options | None. |
Based on a resolution of the Extraordinary General Meeting of Shareholders held on November 14, 2025, the Company issued the following stock options.
8
6th Stock Options
| Number of Stock Options | 5,000,000 |
|---|---|
| Class and Number of Shares to be Issued upon Exercise of Stock Options | Ordinary<br> shares: 5,000,000 shares |
| Issue Price Amount of Stock Options | US$0.416<br> per stock option |
| Amount to be Paid upon Exercise of Stock Options | US$0.0001<br> per stock option |
| Exercise Period | From<br> November 15, 2025 (unlimited duration) |
| Increase in Capital Stock and Capital Reserve | 1.<br> The amount of capital stock to be increased in the event of the issuance of shares upon the exercise of these stock options shall<br> be one-half of the maximum amount of increase in capital stock, etc. calculated in accordance with Article 17, Paragraph 1 of the<br> Regulation on Corporate Accounting. Any fraction of less than one yen resulting from the calculation shall be rounded up.<br><br> <br><br> 2. The amount of capital reserve to be increased in the event of the issuance of shares upon the exercise of these stock options<br> shall be the amount obtained by subtracting the amount of capital stock to be increased as set forth in 1. above from the maximum<br> amount of increase in capital stock, etc. as set forth in 1. above. |
| Matters Concerning Transfer of Stock Options | None. |
| Conditions for Exercise of Stock Options | None. |
7th Stock Options
| Number of Stock Options | 5,000,000 |
|---|---|
| Class and Number of Shares to be Issued upon Exercise of Stock Options | Ordinary<br> shares: 5,000,000 shares |
| Amount to be Paid upon Exercise of Stock Options | US$0.544<br> per stock option |
| Exercise Period | From<br> November 15, 2025 (unlimited duration) |
| Increase in Capital Stock and Capital Reserve | 1.<br> The amount of capital stock to be increased in the event of the issuance of shares upon the exercise of these stock options shall<br> be one-half of the maximum amount of increase in capital stock, etc. calculated in accordance with Article 17, Paragraph 1 of the<br> Regulation on Corporate Accounting. Any fraction of less than one yen resulting from the calculation shall be rounded up.<br><br> <br><br> 2. The amount of capital reserve to be increased in the event of the issuance of shares upon the exercise of these stock options<br> shall be the amount obtained by subtracting the amount of capital stock to be increased as set forth in 1. above from the maximum<br> amount of increase in capital stock, etc. as set forth in 1. above. |
| Matters Concerning Transfer of Stock Options | None. |
| Conditions for Exercise of Stock Options | None. |
9
8th Stock Options
| Number of Stock Options | 200,000 |
|---|---|
| Class and Number of Shares to be Issued upon Exercise of Stock Options | Ordinary<br> shares: 200,000 shares |
| Amount to be Paid upon Exercise of Stock Options | US$0.416<br> per stock option |
| Exercise Period | From<br> November 14, 2025 to November 14, 2030 |
| Increase in Capital Stock and Capital Reserve | 1.<br> The amount of capital stock to be increased in the event of the issuance of shares upon the exercise of these stock options shall<br> be one-half of the maximum amount of increase in capital stock, etc. calculated in accordance with Article 17, Paragraph 1 of the<br> Regulation on Corporate Accounting. Any fraction of less than one yen resulting from the calculation shall be rounded up.<br><br> <br><br> 2. The amount of capital reserve to be increased in the event of the issuance of shares upon the exercise of these stock options<br> shall be the amount obtained by subtracting the amount of capital stock to be increased as set forth in 1. above from the maximum<br> amount of increase in capital stock, etc. as set forth in 1. above. |
| Matters Concerning Transfer of Stock Options | None. |
| Conditions for Exercise of Stock Options | None. |
Based on a resolution of the Extraordinary General Meeting of Shareholders held on January 16, 2026, the Company issued the following stock options.
9th Stock Options
| Number of Stock Options | 12,500,000 |
|---|---|
| Class and Number of Shares to be Issued upon Exercise of Stock Options | Ordinary<br> shares: 12,500,000 shares |
| Amount to be Paid upon Exercise of Stock Options | US$1<br> per stock option |
| Exercise Period | From<br> January 20, 2026 to January 19, 2029 |
| Increase in Capital Stock and Capital Reserve | 1.<br> The amount of capital stock to be increased in the event of the issuance of shares upon the exercise of these stock options shall<br> be one-half of the maximum amount of increase in capital stock, etc. calculated in accordance with Article 17, Paragraph 1 of the<br> Regulation on Corporate Accounting. Any fraction of less than one yen resulting from the calculation shall be rounded up.<br><br> <br><br> 2. The amount of capital reserve to be increased in the event of the issuance of shares upon the exercise of these stock options<br> shall be the amount obtained by subtracting the amount of capital stock to be increased as set forth in 1. above from the maximum<br> amount of increase in capital stock, etc. as set forth in 1. above. |
| Matters Concerning Transfer of Stock Options | None. |
| Conditions for Exercise of Stock Options | None. |
10
| 4. | Corporate Officers |
|---|---|
| (1) | Directors and Company Auditor (as of April 30, 2026) |
| --- | --- |
| Position in the Company | Name | Responsibilities and Important Concurrent Positions |
|---|---|---|
| Representative<br> Director | Satoshi<br> Kobayashi | Co-CEO,<br> Interim CFO |
| Representative<br> Director | Patrick<br> Gruhn | Co-CEO<br><br> Important concurrent positions: <br><br> Kephas Corporation - Chief Executive Officer / President <br><br> Kephas Stiftung gemeinnützige GmbH - Chief Executive Officer |
| Director | Matthew<br> Nicoletti | CSO<br> <br><br> Important concurrent positions: <br><br> Vadar Management LLC - Chief Executive Officer <br><br> One9 LLC - Managing Member <br><br> Distinguished LLC - Chief Executive Officer / Managing Member |
| Position in the Company | Name | Responsibilities and Important Concurrent Positions |
| --- | --- | --- |
| Director | Masahiro<br> Tominaga | Important concurrent position:<br><br> <br>Representative Director, Dizzy Co., Ltd. |
| Director | Michael<br> Hilmer | Important concurrent position:<br><br> <br>FUTR Corporation - Vice Chairman |
| Director | Brandon<br> J. Williams | Important concurrent positions:<br><br> <br>Digital Assets DA AG - Co-Founder, Head of Global Business Development<br><br> <br>Cosima Capital LLC - Managing Director<br><br> <br>Laidlaw & Co. (UK) Ltd. - Senior Vice President |
| Director | Koichi<br> Goto | Important concurrent positions:<br><br> <br>Full-time Company Auditor, Kakao Piccoma Corp.<br><br> <br>Part-time Company Auditor, Walklog Inc.<br><br> <br>Part-time Company Auditor, Polyuse Inc. |
| Full-time<br> Company Auditor | Jason<br> D. Sawyer | Important concurrent positions:<br><br> <br>Access Alternative Group S.A. - General Manager<br><br> <br>Entero Therapeutics, Inc. - Interim CEO, Board of Directors<br><br> <br>Quantum BioPharma Ltd. - Head of Finance & M&A<br><br> <br>Lixte Biotechnology Holdings, Inc. - Board of Directors, Chair of the Compensation<br><br> <br>Committee, Member of the Audit Committee<br><br> <br>FUTR Corporation - Board of Directors |
Notes
| 1. | Directors<br> Mr. Masahiro Tominaga, Mr. Michael Hilmer, Mr. Brandon J. Williams, and Mr. Koichi Goto are<br> outside directors. |
|---|---|
| 2. | Company<br> Auditor Mr. Jason D. Sawyer is an outside company auditor. |
| 3. | Company<br> Auditor Mr. Jason D. Sawyer has extensive practical experience in financial supervision and<br> corporate governance. |
| 4. | Mr.<br> Michael Hilmer and Mr. Jason D. Sawyer were appointed as Directors on November 14, 2025. |
| 5. | Mr.<br> Brandon J. Williams was appointed as Director on March 30, 2026. |
| 6. | Director<br> Mr. Koichi Goto resigned as Company Auditor on March 30, 2026 and was appointed as Director<br> on the same date. |
| 7. | Company<br> Auditor Mr. Jason D. Sawyer resigned as Director on March 30, 2026 and was appointed as Company<br> Auditor on the same date. |
| 8. | Director<br> Mr. Kiyomitsu Takayama resigned from his position on October 31, 2025. At the time of his<br> resignation, he concurrently held the following important positions: Chairman, Pendo.io Japan<br> K.K.; Senior Fellow, Josys Inc.; President, Asia-Pacific Region, DeepL G.K.; and Representative<br> Director, Japan Digital Adoption Association. |
| 9. | Director<br> Mr. Hiroki Yamamoto resigned from his position on March 30, 2026. |
| 10. | Company<br> Auditor Mr. Shinpei Ogose resigned from his position on March 30, 2026. At the time of his<br> resignation, he concurrently held the following important positions: Shinpei Ogose CPA Office;<br> and Representative Director, Tokyo Global Consulting Inc. |
| 11. | Company<br> Auditor Mr. Masaaki Aono resigned from his position on March 30, 2026. At the time of his<br> resignation, he concurrently held the following important positions: Partner Attorney, Cross<br> Over Law Offices; and Outside Director (Audit and Supervisory Committee Member) (part-time),<br> Halmek Holdings Inc. |
11
| (2) | Outline of the Contents of the Liability Limitation Agreement |
|---|
The Company has entered into agreements with outside Directors Mr. Masahiro Tominaga, Mr. Michael Hilmer, Mr. Brandon J. Williams, and Mr. Koichi Goto, as well as outside Company Auditor Mr. Jason D. Sawyer, that limit their liability to the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act, provided that they act in good faith and without gross negligence in the performance of their duties.
The Company had also entered into similar liability limitation agreements with Director Mr. Kiyomitsu Takayama, who resigned as of October 31, 2025; Director Mr. Jason D. Sawyer, who resigned as of March 30, 2026; and Company Auditors Mr. Shinpei Ogose, Mr. Koichi Goto, and Mr. Masaaki Aono, who resigned as of March 30, 2026.
| (3) | Summary of the Contents of the Indemnity Agreement, etc. |
|---|
Pursuant to Article 430-2, Paragraph 1 of the Companies Act, the Company has entered into indemnification agreements with each of the Directors and Company Auditors listed in (1) above, under which the Company indemnifies them for the expenses specified in Item 1 of the same paragraph and the losses specified in Item 2 of the same paragraph, to the extent permitted by applicable laws and regulations.
The Company had also entered into similar indemnification agreements with Director Mr. Kiyomitsu Takayama, who resigned as of October 31, 2025; Director Mr. Jason D. Sawyer, who resigned as of March 30, 2026; and Company Auditors Mr. Shinpei Ogose, Mr. Koichi Goto, and Mr. Masaaki Aono, who resigned as of March 30, 2026.
| (4) | Summary of Contents of Directors’ and Officers’ Liability Insurance Policy, etc. |
|---|
The Company has maintained a directors’ and officers’ liability insurance policy with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insured persons under the policy are all directors and company auditors of the Company, and the insured persons do not bear the premiums. The policy provides indemnification for legal damages and dispute expenses in the event of a claim for damages arising out of acts (including omissions) performed by the insured in their capacity as such. Measures are taken to ensure that the appropriateness of the execution of duties by officers, etc. is not impaired, including setting a limit on the amount of compensation to be paid.
12
| (5) | Remuneration for Directors and Company Auditors |
|---|---|
| 1) | Total Amount of Remuneration, etc. for the Fiscal Year Under Review |
| --- | --- |
| Category | Total Amount of<br> Remuneration, etc. | Total Amount of <br> Remuneration, etc. by Type | Number of Eligible Officers | |||
|---|---|---|---|---|---|---|
| Basic Remuneration | Performance-linked Compensation, etc. | Non-monetary Compensation, etc. | ||||
| Directors<br> (of which outside directors) | 41 million yen <br> (12 million yen) | 41 million yen <br> (12 million yen) | - | - | 10 <br> (6 | ) |
| Company Auditors <br> (of which outside company auditors) | 8 million yen <br> (8 million yen) | 8 million yen <br> (8 million yen) | - | - | 4 <br> (4 | ) |
| Total<br> (of which outside officers) | 49 million yen <br> (20 million yen) | 49 million yen <br> (20 million yen) | - | - | 14<br> (10 | ) |
| 1. | The<br> above includes three directors and three company auditors who retired during the fiscal year<br> under review. | |||||
| --- | --- | --- | ||||
| 2. | The<br> amount of remuneration for directors does not include salaries for directors who also serve<br> as employees. | |||||
| --- | --- | --- | ||||
| 3. | The<br> amount of monetary remuneration for directors was resolved to be within 180 million yen per<br> year (of which, up to 30 million yen per year for outside directors) at the 2nd Ordinary<br> General Meeting of Shareholders held on July 28, 2020 (excluding salaries for directors who<br> also serve as employees). At the conclusion of that General Meeting of Shareholders, the<br> number of directors was six (of which, one was an outside director). | |||||
| --- | --- | --- | ||||
| 4. | The<br> amount of monetary remuneration for company auditors was resolved to be within 18 million<br> yen per year at the 1st Ordinary General Meeting of Shareholders held on July 1, 2019. At<br> the conclusion of that General Meeting of Shareholders, the number of company auditors was<br> three. | |||||
| --- | --- | --- | ||||
| 5. | The<br> Board of Directors has delegated to Representative Director and CEO Satoshi Kobayashi the<br> authority to determine the amount of basic remuneration for each Director. The reason for<br> this delegation is that the Board determined that the Representative Director and CEO is<br> best positioned to evaluate each Director while taking into account the Company’s overall<br> performance and other relevant factors. | |||||
| --- | --- | --- | ||||
| 6. | Separately<br> from the remuneration described in 3 above, at the Extraordinary General Meeting of Shareholders<br> held on January 16, 2026, the Company resolved to pay monetary annual bonuses to Directors<br> for the purpose of providing incentives to enhance corporate value. The aggregate amount<br> of such annual bonuses shall be capped at 10% of the Company’s consolidated net income<br> as the overall maximum amount (bonus pool), and the individual amount of remuneration for<br> each Director and the timing of payment shall be determined by the Board of Directors. | |||||
| --- | --- | --- | ||||
| (6) | Matters Related to Outside Officers | |||||
| --- | --- | |||||
| 1) | Status of Significant Concurrent Positions in Other Corporations, and Relationship Between the Company and Such Other Corporations | |||||
| --- | --- | |||||
| ● | Director<br> Mr. Masahiro Tominaga is the representative director of Dizzy Co., Ltd., but there is no<br> special relationship between the Company and Dizzy Co., Ltd. | |||||
| --- | --- | |||||
| ● | Director<br> Mr. Michael Hilmer is Vice Chairman of FUTR Corporation, but there is no special relationship<br> between the Company and FUTR Corporation. | |||||
| ● | Director<br> Mr. Brandon J. Williams is Co-Founder and Head of Global Business Development of Digital<br> Assets DA AG, Managing Director of Cosima Capital LLC, and Senior Vice President of Laidlaw<br> & Co. (UK) Ltd., but there is no special relationship between the Company and these entities. | |||||
| ● | Director<br> Mr. Koichi Goto is full-time company auditor of Kakao Piccoma Corp., part-time company auditor<br> of Walklog Inc., and part-time company auditor of Polyuse Inc., but there is no special relationship<br> between the Company and these entities. | |||||
| ● | Company<br> Auditor Mr. Jason D. Sawyer is General Manager of Access Alternative Group S.A., Interim<br> CEO and a member of the Board of Directors of Entero Therapeutics, Inc., Head of Finance<br> & M&A of Quantum BioPharma Ltd., a member of the Board of Directors, Chair of the<br> Compensation Committee and Member of the Audit Committee of Lixte Biotechnology Holdings,<br> Inc., and a member of the Board of Directors of FUTR Corporation, but there is no special<br> relationship between the Company and these entities. |
13
| 2) | Major Activities During the Fiscal Year Under Review |
|---|
| Summary of Attendance and Statements Made, and Duties Performed with Respect to the Role Expected of an Outside Director | ||
|---|---|---|
| Director | Masahiro<br> Tominaga | He<br> attended 14 out of 15 meetings of the Board of Directors held during the fiscal year under review. At the Board of Directors meetings<br> he attended, he made comments as appropriate from an overall management perspective based on his extensive experience and broad insight<br> as a corporate manager. |
| Director | Kiyomitsu<br> Takayama | He<br> attended all 8 meetings of the Board of Directors held prior to his resignation during the fiscal year under review. At the Board<br> of Directors meetings he attended, he made comments as appropriate from an overall management perspective based on his extensive<br> experience and broad insight as a manager of a foreign-affiliated company. |
| Director | Michael<br> Hilmer | He<br> attended 5 out of 7 meetings of the Board of Directors held after his appointment during the fiscal year under review. At the Board<br> of Directors meetings he attended, he made comments as appropriate from an overall management perspective based on his extensive<br> experience and broad insight in the fields of fintech, digital transformation, and data monetization. |
| Director<br> / Company Auditor | Jason<br> D. Sawyer | During his term as director in the fiscal year under review, he attended all 6 meetings of the Board of Directors held during such term. At the Board of Directors meetings he attended, he made comments as appropriate based on his experience serving as a member of audit committees and as chair of compensation committees at other companies.<br><br> <br><br><br> <br>During his term as company auditor in the fiscal year under review, he attended all 1 meeting of the Board of Directors held during such term. At the Board of Directors meeting he attended, he made comments as appropriate based on his experience serving as a member of audit committees and as chair of compensation committees at other companies. |
| Director | Brandon<br> J. Williams | He<br> attended 1 meeting of the Board of Directors held after his appointment during the fiscal year under review. At the Board of Directors<br> meeting he attended, he made comments as appropriate from a practical perspective based on his experience in IPOs and financial transactions,<br> including strategic capital raising and the successful execution of international business alliances. |
| Company<br> Auditor | Shinpei<br> Ogose | He<br> attended all 14 meetings of the Board of Directors and all 14 meetings of the Board of Company Auditors held prior to his resignation<br> during the fiscal year under review. At the Board of Directors meetings and Board of Company Auditors meetings he attended, he made<br> comments as appropriate, mainly from his professional perspective as a certified public accountant. |
| Company<br> Auditor / Director | Koichi<br> Goto | During his term as company auditor in the fiscal year under review, he attended all 15 meetings of the Board of Directors and all 14 meetings of the Board of Company Auditors held during such term. At the Board of Directors meetings and Board of Company Auditors meetings he attended, he made comments as appropriate, mainly with respect to finance and accounting, based on his extensive experience and knowledge.<br><br> <br><br><br> <br>During his term as director in the fiscal year under review, he attended all 1 meeting of the Board of Directors held during such term. At the Board of Directors meeting he attended, he made comments as appropriate, mainly with respect to finance and accounting, based on his extensive experience and knowledge. |
| Company<br> Auditor | Masaaki<br> Aono | He<br> attended all 14 meetings of the Board of Directors and all 14 meetings of the Board of Company Auditors held prior to his resignation<br> during the fiscal year under review. At the Board of Directors meetings and Board of Company Auditors meetings he attended, he made<br> comments as appropriate, mainly from his professional perspective as an attorney-at-law. |
14
| 5. | System to Ensure the Appropriateness of Business Operations and the Status of Operation of Such System | |
|---|---|---|
| (1) | Systems to Ensure that the Execution of Duties by Directors and Employees Complies with Laws and Regulations and the Articles of Incorporation (Article 362, Paragraph 4, Item 6 of the Companies Act; Article 100, Paragraph 1, Item 4 of the Ordinance for Enforcement of the Companies Act) | |
| --- | --- | |
| 1 | Maintain<br> a collection of corporate regulations (including the Articles of Incorporation) that are<br> accessible to directors and employees at all times, and ensure that these regulations are<br> a prerequisite for corporate activities. | |
| --- | --- | --- |
| 2 | Appoint<br> outside directors to maintain and improve the supervisory function of the Board of Directors. | |
| --- | --- | |
| 3 | Conduct<br> internal audits and audits by company auditors to confirm that the execution of duties is<br> in compliance with laws and regulations and the Articles of Incorporation. | |
| --- | --- | --- |
| 4 | As<br> a measure to ensure and raise awareness of compliance, the Company will hold training sessions<br> for directors and employees on the basics of compliance and information management essential<br> for business operations, and conduct ongoing education and dissemination activities. | |
| 5 | The<br> Company shall establish regulations to ensure the effectiveness of the internal reporting<br> system and set up a contact point to receive reports and consultations regarding compliance<br> violations and possible violations related to business execution. | |
| (2) | System for the Storage and Management of Information Related to the Execution of Duties by Directors (Article 100, Paragraph 1, Item 1 of the Ordinance for Enforcement of the Companies Act) | |
| --- | --- | |
| 1 | Documents<br> and other information related to the execution of duties shall be stored and managed in accordance<br> with laws, regulations, and internal rules including the Document Management Rules. The storage<br> and management system shall be reviewed as necessary. | |
| --- | --- | --- |
| 2 | The<br> Company shall establish a storage and management system that enables directors and company<br> auditors to immediately inspect the above documents and other items when necessary for the<br> performance of their duties. | |
| --- | --- | |
| (3) | Regulations and Other Systems for Managing the Risk of Loss (Article 100, Paragraph 1, Item 2 of the Ordinance for Enforcement of the Companies Act) | |
| --- | --- | |
| 1 | Establish<br> and implement compliance regulations and risk management committee regulations for the prevention<br> of loss risks (hereinafter referred to as “risks”) and the handling of occurred<br> risks, and provide education to employees. | |
| --- | --- | --- |
| 2 | Each<br> executive director and executive officer in charge shall identify risks within their respective<br> areas of responsibility, continuously monitor the situation, and regularly report to the<br> Board of Directors. | |
| --- | --- | --- |
| 3 | Conduct<br> internal audits by internal auditors and address any findings appropriately and promptly. | |
| --- | --- | |
| (4) | Systems to Ensure Efficient Execution of Duties by Directors (Article 100, Paragraph 1, Item 3 of the Ordinance for Enforcement of the Companies Act) | |
| --- | --- | |
| 1 | Establish<br> and operate regulations related to the execution of duties, including job authority regulations. | |
| --- | --- | --- |
| 2 | Place<br> an executive director or executive officer in charge in each organizational unit, who will<br> execute duties with the designated authority and report the status of duty execution to the<br> Board of Directors monthly. | |
| --- | --- | --- |
| 3 | Check<br> the content of business execution among decision-makers at each level based on the approval<br> regulations and ensure that a restraining function works during the execution phase. | |
| --- | --- | --- |
| 4 | The<br> representative directors and executive directors hold meetings to share management conditions,<br> understand the activity status of each organization, and improve the efficiency of their<br> own business execution. | |
| --- | --- | |
| (5) | Systems to Ensure Proper Business Operations in the Company (Article 100, Paragraph 1, Item 5 of the Ordinance for Enforcement of the Companies Act) | |
| --- | --- | |
| 1 | Ensure<br> that business execution complies with laws and regulations and the Articles of Incorporation,<br> and establish internal regulations including organizational and job responsibility regulations<br> to ensure propriety and efficiency in operations. | |
| --- | --- | --- |
| 2 | To<br> ensure the conformity of the performance of duties by directors and employees, internal audits<br> shall be conducted in accordance with the Internal Audit Regulations. In addition, the internal<br> audit manager shall exchange information with company auditors and auditing firms as necessary,<br> and conduct internal audits in an efficient manner. | |
| --- | --- |
15
| (6) | Matters Related to Employees Requested by Company Auditors to Assist in Their Duties (Article 100, Paragraph 3, Item 1 of the Ordinance for Enforcement of the Companies Act) | |
|---|---|---|
| 1 | At<br> the request of the Company Auditor, the Board of Directors shall, upon consultation with<br> the Company Auditor, appoint assistants to the Company Auditor to assist in audit duties. | |
| --- | --- | |
| (7) | Matters Related to the Independence of Assistants to Company Auditors from Directors (Article 100, Paragraph 3, Item 2 of the Ordinance for Enforcement of the Companies Act) | |
| --- | --- | |
| 1 | Assistants<br> to company auditors shall assist in audit tasks under the direction and command of the Company<br> Auditor. | |
| --- | --- | --- |
| 2 | The<br> appointment, transfer, personnel evaluation, and discipline of assistants to company auditors<br> shall be conducted with the consent of the Company Auditor to ensure independence from directors. | |
| --- | --- | |
| (8) | Matters Related to Ensuring the Effectiveness of Instructions to Assistants to Company Auditors (Article 100, Paragraph 3, Item 3 of the Ordinance for Enforcement of the Companies Act) | |
| --- | --- | |
| 1 | Directors<br> and employees shall be thoroughly informed that assistants to company auditors follow the<br> directions and commands of the Company Auditor. | |
| --- | --- | |
| (9) | Systemsfor Directors and Employees to Report to Company Auditors and to Ensure that They Are Not Treated Unfavorably for Making Such Reports(Article 100, Paragraph 3, Items 4 and 5 of the Ordinance for Enforcement of the Companies Act) | |
| --- | --- | |
| 1 | Directors<br> and employees shall report to the Company Auditor upon request and shall also report significant<br> matters such as the status of duty execution and facts that have a significant impact on<br> management in a timely and appropriate manner directly to the Company Auditor or the Board<br> of Company Auditors or through relevant departments, thereby sharing information with the<br> Company Auditor. | |
| --- | --- | --- |
| 2 | Company<br> auditors shall attend important meetings such as Board of Directors meetings and share information<br> on agenda items. | |
| --- | --- | --- |
| 3 | Approval<br> documents shall be made available for company auditors to view at any time, ensuring that<br> the status of business execution is continuously shared. | |
| --- | --- | --- |
| 4 | In<br> accordance with the internal reporting regulations, those who make the reports specified<br> in the preceding three items shall not be treated unfavorably for making such reports. | |
| --- | --- | |
| (10) | Matters Related to the Policy for Handling Expenses and Other Costs Arising from the Execution of Duties by Company Auditors (Article 100, Paragraph 3, Item 6 of the Ordinance for Enforcement of the Companies Act) | |
| --- | --- | |
| 1 | When<br> a company auditor makes a claim for expenses incurred in the execution of duties, the expenses<br> shall be promptly processed for settlement unless it is determined that the expenses are<br> not necessary for the execution of the company auditor’s duties. | |
| --- | --- | |
| (11) | Other Systems to Ensure that Audits by Company Auditors Are Conducted Effectively (Article 100, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act) | |
| --- | --- | |
| 1 | Company<br> auditors shall attend Board of Directors meetings and establish a system to remain informed<br> about the progress of business operations at all times. | |
| --- | --- | --- |
| 2 | Establish<br> regular liaison meetings with internal auditors and accounting auditors to deepen cooperation<br> and ensure effective auditing. | |
| --- | --- | |
| (12) | Systems to Ensure the Reliability of Financial Reporting (Article 24, Paragraph 4, Item 4 of the Financial Instruments and Exchange Act) | |
| --- | --- | |
| **** | **** | |
| 1 | Position<br> the establishment of internal control systems to ensure the reliability of financial reporting<br> as one of the most important management issues and promote the reliability of financial reporting. | |
| --- | --- | --- |
| 2 | Build<br> systems that enable internal controls to function effectively, manage and reduce the risk<br> of false statements in financial reports, and prevent them in advance. | |
| --- | --- | --- |
| 3 | In<br> order to ensure the reliability of financial reporting, an assessment team, with the internal<br> auditor serving as the core, shall continuously assess the risks of business processes and<br> report the assessment results to the President and Representative Director. | |
| --- | --- | --- |
| 4 | As<br> necessary, establish and operate various regulations while considering compliance with relevant<br> laws and regulations, such as the Financial Instruments and Exchange Act. | |
| --- | --- |
16
<BasicPolicy and Status of Measures to Eliminate Anti-Social Forces>
The Company has adopted as its basic policy the elimination of any relationship with anti-social forces. The Company’s Anti-Social Forces Regulations provide that “under no circumstances shall the Company provide money or any other economic benefit to anti-social forces.”
The Company also works to prevent harm caused by anti-social forces by conducting internal training for employees to eliminate relationships with anti-social forces and by cooperating with external professional organizations such as attorneys. In addition, the Company is a member of the Federation for the Prevention of Special Violence, through which it collects information regarding anti-social forces and appropriate methods for responding to unjust demands, thereby striving to establish a system to prepare for contingencies.
<Overviewof the Operation Status of Systems to Ensure Proper Business Operations>
Based on the Basic Policy on Internal Control Systems, the Company has implemented the following specific measures:
| (1) | Status of Important Meetings Held |
|---|---|
During the fiscal year under review, the Board of Directors met 15 times (and adopted resolutions in writing on 32 additional occasions), with sufficient deliberation on each agenda item and reports on the status of business execution by directors, leading to active exchanges of opinions.
| (2) | Compliance and Risk Management Efforts |
|---|---|
To ensure thorough compliance awareness, regular training is conducted, and company-wide education on information security and compliance was provided. The management department includes compliance with laws and regulations, the Articles of Incorporation, and internal regulations as audit items to confirm that the Company’s operations are being conducted properly. From a risk management perspective, an internal reporting system has been established to detect compliance violations. If compliance violations occur, countermeasures are formulated and company-wide alerts are issued.
| (3) | Audit System of Company Auditors |
|---|---|
During the fiscal year under review, the Board of Company Auditors met 14 times and conducted audits based on the audit plan established by the Board of Company Auditors. In addition to attending the 15 meetings of the Board of Directors held during the fiscal year under review, the full-time company auditor attended executive meetings to audit the directors’ business execution. To enhance audit effectiveness, the Board of Company Auditors exchanged information with the head of the management department and conducted interviews with the representative directors as necessary. In addition, the full-time company auditor and the head of the management department exchanged opinions regarding the methods and contents of internal audits.
17
Statutory Financial Statements Prepared in Accordance with Japanese GAAP
[Note] The statutory financial statements and related notes on the following pages have been prepared in accordance with Japanese GAAP. These results may differ in material respects from the Company’s audited consolidated financial results under U.S. GAAP that will be reported at a later date and included in the Company’s Annual Report on Form 20-F, which will be filed with the U.S. Securities and Exchange Commission and available at www.sec.gov. The attached financial statements and related notes are provided to the Company’s shareholders and ADS holders solely in accordance with requirements under the Companies Act of Japan in connection with the Ordinary General Meeting of Shareholders. See “Important Notice Regarding Japanese GAAP Financial Information” above.
Balance Sheet
(As of April 30, 2026)
| (Unit: Thousand Yen) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Account<br> Item | Amount | Account<br> Item | Amount | |||||||
| (Assets) | (Liabilities) | |||||||||
| Current<br> Assets | 299,165 | Current<br> Liabilities | 83,549 | |||||||
| Cash<br> and Deposits | 24,517 | |||||||||
| Accounts<br> Receivable | 5,239 | Long-term<br> Loans Payable within One Year | 15,204 | |||||||
| Prepaid<br> Expenses | 5,322 | Accounts<br> Payable - Other | 51,455 | |||||||
| Accrued<br> Consumption Taxes | 1,096 | |||||||||
| Accounts<br> Receivable - Other | 758 | Accrued<br> Corporate Taxes | 950 | |||||||
| Cryptocurrencies | 270 | |||||||||
| Short-term<br> Loans Receivable | 263,032 | Accrued<br> Expenses | 12,978 | |||||||
| Accrued<br> Refundable Corporate Taxes | 7 | Deposits<br> Received | 1,865 | |||||||
| Deposits | 16 | Fixed<br> Liabilities | 18,655 | |||||||
| Fixed<br> Assets | 604,804 | Long-term<br> Debt | 18,655 | |||||||
| Tangible<br> Fixed Assets | 183 | Total<br> Liabilities | 102,204 | |||||||
| Buildings | 0 | (Net<br> Assets) | ||||||||
| Tools,<br> Furniture, and Fixtures | 183 | Shareholders’<br> Equity | 608,259 | |||||||
| Intangible<br> Fixed Assets | 22,260 | Capital<br> Stock | 10,000 | |||||||
| Software | 22,260 | Capital<br> Surplus | 2,317,091 | |||||||
| Investments<br> and Other Assets | 582,360 | Capital<br> Reserve | 576,885 | |||||||
| Investments<br> in Capital | 10 | Other<br> Capital Surplus | 1,740,205 | |||||||
| Lease<br> and Guarantee Deposits | 35,230 | Retained<br> Earnings | △1,718,831 | |||||||
| Shares<br> of Subsidiaries and Associates | 547,120 | Other<br> Retained Earnings | △1,718,831 | |||||||
| Retained<br> Earnings Carried Forward | △1,718,831 | |||||||||
| Stock<br> Options | 193,505 | |||||||||
| Total<br> Net Assets | 801,765 | |||||||||
| Total<br> Assets | 903,969 | Total<br> Liabilities and Net Assets | 903,969 |
18
Income Statement
( From May 1, 2025
To April 30, 2026 )
| (Unit: Thousand Yen) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Account<br> Item | Amount | |||||||
| Sales | 245,014 | |||||||
| Cost<br> of Sales | 92,303 | |||||||
| Gross<br> Profit | 152,711 | |||||||
| Selling,<br> General and Administrative Expenses | 609,640 | |||||||
| Operating<br> Loss (△) | △456,929 | |||||||
| Non-operating<br> Income | ||||||||
| Interest<br> Income | 47 | |||||||
| Foreign<br> Exchange Gain | 25,190 | |||||||
| Others | 289 | 25,528 | ||||||
| Non-operating<br> Expenses | ||||||||
| Interest<br> Expenses | 891 | |||||||
| Others | 220 | 1,111 | ||||||
| Ordinary<br> Loss (△) | △432,512 | |||||||
| Loss<br> before Income Taxes (△) | △432,512 | |||||||
| Corporate,<br> Inhabitant, and Business Taxes | 950 | |||||||
| Net<br> Loss (△) | △433,462 |
Statement of Changes in Shareholders’ Equity
( From May 1, 2025
To April 30, 2026 )
| (Unit: Thousand Yen) | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital<br> Stock | Capital<br> Surplus | Retained<br> Earnings | Total Shareholders’<br><br> Equity | Stock Options | Total Net Assets | |||||||||||||||||||||||||||
| **** | **** | **** | **** | **** | Capital Reserve | **** | **** | Other Capital Surplus | **** | **** | Total Capital Surplus | **** | **** | Retained Earnings Carried Forward | **** | Total Retained Earnings | **** | **** | **** | **** | **** | **** | ||||||||||
| Beginning<br> Balance | 50,000 | 100,958 | 1,224,278 | 1,325,236 | △1,285,369 | △1,285,369 | 89,867 | 2,158 | 92,026 | |||||||||||||||||||||||
| Changes<br> during the Period | ||||||||||||||||||||||||||||||||
| Issuance<br> of New Shares | 475,927 | 475,927 | 475,927 | 951,854 | 951,854 | |||||||||||||||||||||||||||
| Reduction<br> of Capital | △515,927 | 515,927 | 515,927 | - | - | |||||||||||||||||||||||||||
| Net<br> Loss for the Period | △433,462 | △433,462 | △433,462 | △433,462 | ||||||||||||||||||||||||||||
| Net<br> Changes in Items Other Than Shareholders’ Equity | 191,346 | 191,346 | ||||||||||||||||||||||||||||||
| Total<br> Changes during the Period | △40,000 | 475,927 | 515,927 | 991,854 | △433,462 | △433,462 | 518,392 | 191,346 | 709,738 | |||||||||||||||||||||||
| Ending<br> Balance | 10,000 | 576,885 | 1,740,205 | 2,317,091 | △1,718,831 | △1,718,831 | 608,259 | 193,505 | 801,765 |
19
Individual Notes
| 1. | Notes on Matters Related to Significant Accounting Policies |
|---|---|
| (1) | DepreciationMethod for Fixed Assets |
| --- | --- |
| 1) | Tangible<br>Fixed Assets: Buildings and building fixtures are depreciated using the straight-line method, while tools, furniture, and fixtures are<br>depreciated using the declining balance method. The main useful lives are as follows: |
|---|
Buildings and building fixtures: 2 years
Tools, furniture, and fixtures: 2 to 4 years
| 2) | Intangible<br>Fixed Assets: Amortized using the straight-line method. For internally used software, the straight-line method is applied based on an<br>estimated useful life of five years, corresponding to the expected internal usage period. |
|---|---|
| (2) | Other<br>Significant Matters for the Preparation of Financial Statements |
| --- | --- |
Accounting for Consumption Taxes: The accounting treatment for consumption tax and local consumption tax is based on the tax-excluded method.
| 2. | NotesRelated to the Balance Sheet |
|---|
| Accumulated<br> Depreciation of Tangible Fixed Assets | 15<br> million yen |
|---|
| 3. | Notesto the Statement of Changes in Shareholders’ Equity |
|---|---|
| (1) | Typesand Number of Issued Shares as of the End of the Fiscal Year |
| --- | --- |
| Ordinary<br>Shares | 33,872,687<br>shares |
|---|---|
| Series P Shares | 53,051,000 shares |
| (2) | Classand Number of Shares to be Issued upon Exercise of Stock Options (excluding those for which the first day of the exercise period hasnot arrived) as of the End of the Fiscal Year |
| --- | --- |
| Ordinary<br> Shares | 3,281,640<br> shares |
| --- | --- |
| 4. | Noteson Per Share Information |
|---|
| (1)<br> Net Assets per Share | 23.67<br> yen |
|---|---|
| (2)<br> Net Loss per Share | △24.77<br> yen |
20
AuditReport by the Company Auditor
Audit Report
I, the Company Auditor, have audited the execution of duties by the directors for the eighth fiscal year from May 1, 2025 to April 30, 2026. I hereby report the methods and results of the audit as follows:
| 1. | Methods and Content of Audit by the Company Auditor |
|---|
The Company Auditor communicated with the directors and employees, endeavored to collect information and improve the audit environment, attended meetings of the Board of Directors and other important meetings, received reports from the directors and employees on the status of execution of their duties, requested explanations as necessary, reviewed important approval documents and other relevant materials, and investigated the status of operations and assets at the head office and principal business offices.
In addition, with respect to the contents of the resolutions of the Board of Directors concerning the establishment of the systems prescribed in Article 100, Paragraphs 1 and 3 of the Ordinance for Enforcement of the Companies Act as systems necessary to ensure that the execution of duties by the directors described in the business report complies with laws and regulations and the Articles of Incorporation, and the systems established pursuant to such resolutions (the “internal control system”), the Company Auditor received periodic reports from the directors and employees regarding the status of the establishment and operation thereof, requested explanations as necessary, and expressed opinions. With respect to the subsidiary, the Company Auditor communicated and exchanged information with the directors and company auditors of the subsidiary and received business reports from the subsidiary as necessary. Based on the above methods, the Company Auditor examined the business report and its supplementary schedules for the fiscal year under review.
Furthermore, the Company Auditor examined the accounting books and related documents, and reviewed the financial statements (balance sheet, income statement, statement of changes in shareholders’ equity, and individual notes) and their supplementary schedules for the fiscal year under review.
| 2. | Audit Results |
|---|---|
| (1) | Results<br>of Audit of the Business Report, etc. |
| --- | --- |
| 1. | The<br> business report and its supplementary schedules are deemed to correctly present the Company’s<br> status in accordance with laws and regulations and the Articles of Incorporation. |
| --- | --- |
| 2. | No<br> fraudulent acts or material facts violating laws and regulations or the Articles of Incorporation<br> in relation to the execution of duties by the directors were recognized. |
| --- | --- |
| 3. | The<br> contents of the resolutions of the Board of Directors concerning the internal control system<br> are deemed appropriate. In addition, no matters requiring comment were identified with respect<br> to the statements in the business report concerning the internal control system or the execution<br> of duties by the directors. |
| --- | --- |
| (2) | Results<br> of Audit of the Financial Statements and Their Supplementary Schedules |
| --- | --- |
The financial statements and their supplementary schedules are deemed to fairly present the Company’s assets and profit and loss in all material respects.
June 29, 2026
Company Auditor, Perpetuals.com Ltd.
Company Auditor Jason D. Sawyer [seal]
End
21
Reference Documents for the General Meeting of Shareholders
Decisions: Approval of Financial Statements for the Eighth Fiscal Year (From May 1, 2025 to April 30, 2026)
In accordance with Article 438, Paragraph 2 of the Companies Act, the Company requests your approval of the financial statements for the eighth fiscal year. The details of the proposal are as stated in the provided documents. The Board of Directors has determined that the financial statements for the eighth fiscal year accurately present the Company’s assets and profit and loss in accordance with laws and regulations and the Articles of Incorporation.
End
22
Exhibit****99.2
Copyright © 2026 BetaNXT, Inc. or its affiliates. All Rights Reserved styleIPC Instructions to The Bank of New York, as Depositary (Must be received prior to 12:00 p.m. EST on July 17, 2026) The undersigned registered holder of American Depositary Receipts hereby requests and instructs The Bank of New York, as Depositary, to endeavor, insofar as practicable, to vote or cause to be voted the amount of shares or other Deposited Securities represented by such Receipts of Perpetuals.com Ltd registered in the name of the undersigned on the books of the Depositary as of the close of business on April 30, 2026 at the Annual General Meeting of Shareholders of Perpetuals.com Ltd to be held on July 24, 2026 in Japan. NOTE: 1. Please direct the Depositary how it is to vote by placing an X in the appropriate box opposite the resolution. 2. It is understood that, if this form is signed and returned but no instructions are indicated in the boxes, then the Depositary will not vote such items. 3. It is understood that, if this form is not signed, or not returned, the Depositary will not vote such items. Perpetuals.com Ltd PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE Perpetuals.com Ltd Annual General Meeting of Shareholders BNY: PO BOX 505006, Louisville, KY 40233-5006 Mail: • Mark, sign and date your Proxy Card • Fold and return your Proxy Card in the postage-paid envelope provided YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: 12:00 p.m. EST on July 17, 2026 Have your ballot ready and please use one of the methods below for easy voting: Your vote matters! Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. For Shareholders of record as of April 30, 2026 Friday, July 24, 2026
Perpetuals.com Ltd Annual General Meeting of Shareholders Please make your marks like this: PROPOSAL YOUR VOTE BOARD OF DIRECTORS RECOMMENDS FOR AGAINST 1. Approval of Financial Statements for the Eighth Fiscal Year (From May 1, 2025 to April 30, 2026) #P1# #P1# FOR Proposal_Page - VIFL Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Date Signature (if held jointly) THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSAL 1