PDC 6-K
Perpetuals.com Ltd (PDC)
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 July 2026
Commission File Number: 001-41752
Perpetuals.com 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 ☐
Explanatory Note
Perpetuals.com Ltd (the “Company”) issued a press release on July 7, 2026, announcing the Company has signed a non-binding term sheet to explore the potential acquisition of AI Financial Corporation’s subsidiary, Alt5 Sigma Canada, Inc. A copy of this press release is attached hereto as Exhibit 99.1, and is incorporated by reference herein.
1
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release — Statement on a proposed transaction with AI Financial Corporation |
2
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 7, 2026 | By: | /s/ Patrick Gruhn |
| Name: | Patrick Gruhn | |
| Title: | Co-Chief Executive Officer and<br><br>Representative Director | |
| (Principal Executive Officer) |
3
Exhibit 99.1
Statement on a proposed transaction with AIFinancial Corporation
SAN FRANCISCO, CA / July 7, 2026
Statement from Matthew Nicoletti, Chief Strategy Officer, Perpetuals.com(Nasdaq: PDC), on a proposed transaction with AI Financial Corporation (Nasdaq: AIFC).
“Perpetuals has signed a non-binding term sheet to explore the potential acquisition of AI Financial Corporation’s profitable subsidiary Alt5 Sigma Canada, Inc.
“Perpetuals is currently conducting our due diligence. No decisions have been made while we evaluate how this potential transaction could further fuel Perpetuals’s growth and complement our product roadmap.”
About Perpetuals.com Ltd
Perpetuals.com Ltd (Nasdaq: PDC) is a fintech company developing AI-powered trading products and prediction markets, with a global footprint across the United States, Europe, and Asia. Its mission is to reduce risk through empowering retail users with intuitive, secure, and efficient trading experiences that span the world’s capital markets. UpsideOnly, the company’s flagship consumer product, is the first risk-free trading platform, pairing human market insight with proprietary BayesShield AI so users can share in trading profits without ever risking their own money.
Perpetuals’s proprietary AI system, BayesShield AI, combines advanced AI and data analysis. The technology is trained on billions of trades, monitors market activity in real time, identifies patterns for trading and risk decisions, and provides multi-asset coverage. The company’s technology is used by the EU-licensed Perpetual Markets Multilateral Trading Facility (MTF), PM MTF Ltd., which operates under full MiFID II, MiCA, DORA, and EMIR compliance.
Forward-Looking Statements: This press release containsforward-looking statements as defined within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limitedto, statements regarding the anticipated profitability to the company and users of UpsideOnly. Words such as “expect,” “will,”“positions,” “advancing,” “projected,” “anticipated,” and other similar expressions indicateforward-looking statements, though not all forward-looking statements contain such words. These statements reflect Perpetuals’scurrent view with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially,including but not limited to: satisfactory completion of the due diligence process, valuation of AI Financial Corporation, mutual agreementon transaction consideration, successful negotiation and execution of definitive transaction documents, regulatory considerations, integrationrisks, stakeholder feedback, Board of Directors approval, and risks detailed in the company’s filings with the Securities and ExchangeCommission. These statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by thecompany, are inherently subject to significant business, economic, competitive, political and social uncertainties, and contingencies.Should one or more of these risks or uncertainties materialize, or should the assumptions set out by the company underlying those forward-lookingstatements prove incorrect, actual results may vary materially from those described herein. Individuals are cautioned that forward-lookingstatements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-lookingstatements due to the inherent uncertainty therein. These forward-looking statements are made as of the date of this press release andthe company does not undertake any obligation to update these forward-looking statements, except as required by law.
Wemay use blog posts on our website aswell as our social media accounts, including our accounts on X*,* LinkedIn*,and* Facebook*, to disclosematerial information about the company from time to time.*
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