Perpetuals.com Ltd 6-K, filed Oct 10, 2023
Perpetuals.com Ltd (PDC)
About this 6-K
Perpetuals.com Ltd filed this 6-K on October 10, 2023.
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 October 2023
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.
On September 22, 2023, Earlyworks Co., Ltd. (the “Company”) filed a Form 6-K in connection with its extraordinary general meeting that was originally scheduled on September 29, 2023. The Company has decided to postpone the meeting date to October 31, 2023.
In accordance with the rules and regulations of the Japanese Companies Act, 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 extraordinary general meeting to be held in Tokyo, Japan on October 31, 2023. 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: October 10, 2023 | 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 purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
October 10, 2023
To Shareholders:
5-7-11, Ueno, Taito-ku, Tokyo, Japan
Earlyworks Co., Ltd. (the “Company”)
Satoshi Kobayashi
Chief Executive Officer
Notice of Convocation of the Extraordinary General Meeting of Shareholders
I would like to express my sincere gratitude for your support.
The Extraordinary General Meeting of Shareholders will be held as follows, and you are cordially invited to attend the meeting. The meeting was originally scheduled on September 29, 2023 and was postponed to October 31, 2023 as duly approved by our board of directors.
If you plan to attend the meeting, please submit the Voting Rights Exercise Form to the receptionist at the meeting. If you do not attend the meeting, you may exercise your voting rights in writing by submitting the Voting Rights Exercise Form in advance. Please indicate your approval or disapproval of the proposals on the enclosed Voting Rights Exercise Form and return it so that it reaches us by 6 p.m. on October 30, 2023 (JST).
| 1. | Date and time | 11:00 a.m. October 31, 2023 (Tuesday) (JST) |
| 2. | Venue | Conference Room, Head Office |
| 3F MR Building, 5-7-11, Ueno, Taito-ku, Tokyo, Japan | ||
| 3. | Resolutions | |
| Proposal 1 | Election of One (1) Independent Director | |
| Proposal 2 | Election of One (1) Company Auditor |
Any amendments to the Reference Documents for the General Meeting of Shareholders will be posted on the Company’s website at https://e-arly.works/.
Information on the Exercise of Voting Rights
Shareholders may exercise their voting rights by either of the following methods.
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: | 11:00 a.m. October 31, 2023 (Tuesday) (JST) (Registration begins at 10:30 a.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. |
Exercise deadline: 6:00 p.m. October 30, 2023 (Monday) (JST)
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To Earlyworks Co., Ltd.
Voting Rights 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 October 31, 2023. I will exercise my voting right in the same manner in the event that the meeting is adjourned or postponed.
Agenda
| Resolution | (candidates) | For or Against the proposal※ | |
| Proposal 1 | Mr. Masayoshi Gomita | for | against |
| Proposal 2 | Mr. Shinpei Ogose | 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 rights exercisable | rights |
------------------------------------------------------- （Please do not cut out if you are attending）---------------------------------------------------
| Number of shares held as of the record date for shareholding (September 6, 2023) | shares |
| Shareholder’s number |
| Date and time: | 11:00 a.m. October 31, 2023 (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 it. |
| 2. | If you are unable to attend the meeting, please indicate your approval or disapproval of the proposals, detach and return this form so that it reaches us by 6:00 p.m. on October 30, 2023 (JST). |
Earlyworks Co., Ltd.
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Reference Documents for the General Meeting of Shareholders
Agenda and reference items
Proposal 1: Election of One (1) Independent Director*
The Company proposes the election of one (1) new Independent Director effective as of November 1, 2023 to strengthen its management structure.
The candidate for Independent Director is as follows.
1. Masayoshi Gomita
Short CV
|
Name and date of birth |
Brief personal history, positions, etc. |
Number of the (as of Sep. 6, 2023) |
|
Masayoshi Gomita November 2, 1980 |
November 2009 Started own business as a labor and social security attorney (current) |
7,142 ordinary shares (in the form of ADSs) |
|
August 2017 Representative Director (current) Japan White Spread Foundation | ||
|
March 2020 Founder and advisor (current) Canvas Social Insurance and Labor Advisor Corporation | ||
|
April 2020- Representative Director July 2022- Chairman of the board (current) Create Management Association | ||
|
June 2021 Founder and Representative employee (current) Peer pressure LLC | ||
|
September 2021 Part-time officer (current) Wavy Inc. | ||
|
December 2022 Director (current) WeCapital Inc. |
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Reason for nomination as candidate for independent director
Mr. Gomita is nominated as a candidate for independent director because it is expected that he can utilize his extensive experience and wide-ranging insights in the management of the Company.
Significant concurrent positions
-Representative director, JWS Japan White Spread
-Chairman of the board, Create Management Association
-Representative employee, Peer pressure LLC
Notes:
| * | Ms. Nana Nakauchi was nominated as an independent director candidate but is excluded from the list of candidates, as she has declined to accept the position. |
| 1. | There is no special interest between the candidate and the Company. |
| 2. | Mr. Masayoshi Gomita is a candidate for independent director. |
| 3. | The Company plans to enter into an agreement with Mr. Masayoshi Gomita to limit his liability for damages due to negligence of his duties, pursuant to Article 427, Paragraph 1 of the Companies Act of Japan (Act No. 86 of 2005, as amended), or the Companies Act. |
The maximum amount of liability for damages under such contracts is the minimum liability amount stipulated by law.
| 4. | Pursuant to Article 430-2, Paragraph 1 of the Companies Act, the Company plans to enter into an indemnification agreement with Mr. Masayoshi Gomita, whereby the Company will indemnify him to the extent provided by law for the expenses set forth in Paragraph 1 and losses set forth in Paragraph 2 of the same Article. |
| 5. | The Company maintains a directors’ and company auditors’ liability insurance policy with an insurance company, which includes the Company’s directors and company auditors as the insured, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. Under the policy, the insured is covered for damages and legal expenses incurred by the insured as a result of claims for damages arising out of acts (including omissions) committed by the insured in his/her capacity as a director or company auditor of the Company, and the Company bears all the premiums for the insured. |
If the proposed appointment of Mr. Masayoshi Gomita is approved, he will be included as the insured under the relevant insurance policy.
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Proposal 2: Election of One (1) Company Auditor
Due to the resignation of Company Auditor Shozo Kaneko, the Company proposes the election of one (1) Company Auditor effective as of November 1, 2023.
The Board of Company Auditors has given its consent to this proposal.
The candidate for Company Auditor is as follows.
1. Shinpei Ogose
Short CV
|
Name and date of birth |
Brief personal history, positions, etc. |
Number of the (as of Sep 6, 2023) |
|
Shinpei Ogose October 23, 1991 |
February 2014- July 2018 Senior accountant Ernst & Young ShinNihon LLC |
0 |
|
August 2018 – October 2021 Manager Dely Inc. | ||
|
November 2021 Opened Shinpei Ogose CPA office (current) | ||
|
July 2022 Founder and Representative Director (current) In Inc. | ||
|
July 2023 Founder and Representative Director (current) Tokyo Bay Advisory Inc. |
Reason for nomination as candidate for Company Auditor
The Company proposes the election of Mr. Ogose as a Company Auditor because he is a certified public accountant and has considerable knowledge of finance and accounting, and he can conduct effective audits from an objective and independent standpoint.
Significant concurrent positions
-Shinpei Ogose CPA office
-Representative director, in Inc.
-Representative director, Tokyo Bay Advisory Inc.
Notes:
| 1. | There is no special interest between the candidate and the Company. |
| 2. | Mr. Shinpei Ogose is a candidate for Company Auditor. |
| 3. | The Company and Mr. Shinpei Ogose plan to enter into an agreement to limit liability for damages due to negligence of duties in accordance with Article 427, Paragraph 1 of the Companies Act. |
The maximum amount of liability for damages under such contract is the minimum liability amount stipulated by law.
| 4. | Pursuant to Article 430-2, Paragraph 1 of the Companies Act, the Company and Mr. Shinpei Ogose will enter into an indemnification agreement under which the Company will indemnify Mr. Ogose to the extent provided by laws and regulations for the expenses set forth in Paragraph 1 and the losses set forth in Paragraph 2 of the same Article. |
| 5. | The Company maintains a directors’ and company auditors’ liability insurance policy with an insurance company, which includes the Company’s directors and company auditors as the insured, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. |
The policy covers damages and legal expenses incurred by the insured as a result of claims for damages arising out of the insured’s acts (including omissions), and the Company bears all the premiums for the insured. If the appointment of Mr. Shinpei Ogose is approved, he will be included as an insured under the policy.
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