Perpetuals.com Ltd 6-K, filed Apr 5, 2024
Perpetuals.com Ltd (PDC)
About this 6-K
Perpetuals.com Ltd filed this 6-K on April 5, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2024
Commission File Number: 001-41752
Earlyworks Co., Ltd.
5-7-11, Ueno, Taito-ku
Tokyo, Japan 110-0005
(Address of 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 ☐
Convocation of Extraordinary General Meeting of Shareholders of Earlyworks Co., Ltd.
In accordance with the rules and regulations of the Japanese Companies Act, Earlyworks Co., Ltd. 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 extraordinary general meeting to be held in Tokyo, Japan on April 26, 2024. A complete copy of the notice is attached as Exhibit 99.1.
The notice furnished in this report as Exhibit 99.1 shall not be deemed to be “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.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Notice of Convocation of the Extraordinary General Meeting of Shareholders |
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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.
| Earlyworks Co., Ltd. | ||
| Date: April 5, 2024 | By: |
/s/ Satoshi Kobayashi |
| Name: | Satoshi Kobayashi | |
| Title: | Chief Executive Officer and Representative Director (Principal Executive Officer) | |
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Exhibit 99.1
【This is an English Translation of the original issued in Japanese】
【NOTE】Earlyworks Co., 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 purpose only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
April 5, 2024
To Shareholders
5-7-11 Ueno, Taito-ku, Tokyo, Japan
Earlyworks Co., Ltd. (the “Company”)
Satoshi Kobayashi
Chief Executive Officer
Notice of Convocation of Extraordinary General Meeting of Shareholders
I would like to express my sincere gratitude for your support.
The Extraordinary General Meeting of Shareholders of the Company will be held as follows, and you are cordially invited to attend the meeting.
In lieu of attending the meeting in person, you may exercise your voting rights in writing (Voting Rights Exercise Form) in advance. Please indicate your approval or disapproval of the agenda items on the enclosed Voting Rights Exercise Form and return it so that it reaches us by 6 p.m. on April 25, 2024.
| 1. | Date and Time | 2:00 p.m April 26, 2024 (Friday) (JST) |
| 2. | Venue | Conference Room, Head Office |
| 3F MR Building, 5-7-11 Ueno, Taito-ku, Tokyo, Japan | ||
| 3. | Resolutions | |
| Agenda item | Reduction of share capital |
| ● | If you plan to attend the meeting in person, please submit the enclosed Voting Rights Exercise Form to the receptionist at the meeting. |
| ● | Any amendments to the Reference Documents for the Extraordinary General Meeting of Shareholders will be posted on the Company’s website on the Internet at https://e-arly.works/. |
Information on the Exercise of Voting Rights
Shareholders may exercise their voting rights by either of the following method.
After reviewing the Reference Documents for the General Meeting of Shareholders, please exercise your voting rights as follows.
| 1. | If you are attending the General Meeting of Shareholders |
Please submit the enclosed Voting Rights Exercise Form to the receptionist at the meeting and exercise your voting rights at the meeting.
| Date and Time: | 2:00 p.m. April 26, 2024 (Friday) (JST) | |
| (Registration begins at 1:30 p.m.) |
| Venue: | Conference Room, Head Office | |
| 3F MR Building, 5-7-11 Ueno, Taito-ku, Tokyo, Japan |
| 2. | If you are exercising voting rights in writing (by mail) |
Please indicate your approval or disapproval of the proposals on the enclosed Voting Rights Exercise Form and return it by the exercise deadline. If you don’t make any indication of approval or disapproval, it will be treated as approval of the Company’s proposal.
Exercise period: until arrival at 6:00 p.m. on April 25, 2024 (JST)
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To Earlyworks Co., Ltd.
Voting Right Exercise Form
I hereby exercise my voting right as indicated below (Circle “for” or “against”) on the agenda for your company’s extraordinary meeting of shareholders to be held on April 26, 2024. I will exercise my voting right in the same manner in the event that the meeting is adjourned or postponed.
Agenda
| Resolution | For or against the proposal | |
| Proposal 1 | for | against |
Note: if there is no indication of “for” or “against” for an agenda item, please assume that “for” is indicated.
Shareholder’s address
Shareholder’s name
Shareholder’s number
Number of voting right exercisable rights
-------------------------(please do not cut out below if you are attending) ---------------------------
| Number of shares held as of the record date for shareholding (April 5, 2024) | Shares |
| Shareholder’s number |
| Date and time: | 2 PM April 26, 2024 (Friday) (JST) |
| Venue: | Conference Room, Head Office |
| 3F MR Building, 5-7-11 Ueno, Taito-ku, Tokyo, Japan |
Notice:
| 1. | If you are attending the General Meeting of shareholders, please submit this form directly to the receptionist at the meeting without detaching this part. |
| 2. | If you are unable to attend the meeting, please indicate your approval or disapproval of proposal, then detach and return this form so that it reaches us by 6:00 p.m. on April 25, 2024 (JST) |
Earlyworks Co., Ltd.
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Reference Documents for the General Meeting of Shareholders
Agenda and reference Items
Agenda Item: Reduction of Share Capital
For the purpose of ensuring the flexibility of future capital policy, the Company will reduce the amount of share capital and convert it to capital surplus in accordance with the provisions of Article 447, Paragraph 1 of the Companies Act of Japan (Act No. 86 of 2005, as amended) (the “Companies Act”).
Since this proposal is merely a share capital reduction without any refund and changing the total number of issued shares, the number of shares held by shareholders will not be affected. In addition, there will be no change in net assets or the total number of issued shares, there will be no change in net assets per share accordingly.
1. details of the reduction of Share capital
(1) Amount of share capital to be reduced
With the provisions of Article 447, Paragraph 1 of the Companies Act, the Company proposes to reduce the amount of share capital by JPY 832,158,125 to JPY 50,000,000 from the current share capital of JPY 882,158,125 and convert the entire amount of the reduced share capital of JPY 832,158,125 to capital surplus. If the stock options issued by the Company are exercised by the effective date of this reduction, the amount of share capital and the amount of capital surplus after the reduction will be changed.
(2) Effective date of the reduction of share capital
April 30, 2024
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