Perpetuals.com (PDC) director reports indirect Ordinary and Series P stakes
Rhea-AI Filing Summary
Perpetuals.com Ltd director Matthew Nicoletti has filed an initial Form 3 reporting prospective indirect equity interests in the company held through One9, LLC. The filing shows 138,590 Ordinary Shares and 2,411,410 Series P Preferred Shares to be held indirectly, all tied to a share exchange agreement dated December 28, 2025.
Footnotes explain that, as of this filing, none of these Ordinary Shares or Series P Preferred Shares has been issued because their issuance is still subject to required approvals under Japanese foreign exchange regulations. Nicoletti disclaims beneficial ownership of 50% of the reported Ordinary and Series P Preferred Shares. The Series P Preferred Shares currently have no voting rights and are not convertible into Ordinary Shares, but are expected to become convertible on a one-for-one basis and obtain defined voting rights once the requisite shareholder approvals are received.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Ordinary Shares | -- | -- | -- |
| holding | Series P Preferred Shares | -- | -- | -- |
Footnotes (1)
- Represents an aggregate of 277,180 Ordinary Shares and 4,822,820 Series P Preferred Shares that will be held through One9, LLC, a Florida limited liability company, issuable pursuant to a Share Exchange Agreement by and among Earlyworks Co.,Ltd. (now Perpetuals.com Ltd), Perpetual Markets Ltd., a company organized under the laws of Cyprus ("Perpetual"), and the shareholders of Perpetual listed therein, dated December 28, 2025. Matthew Nicoletti disclaims beneficial ownership of 50% of such shares. The Series P Preferred Shares currently do not have voting rights and are not convertible into Ordinary Shares. Subject to and effective upon receipt of the requisite shareholder approvals, the Series P preferred Shares will become convertible into Ordinary Shares of Earlyworks Co., Ltd. on a one-for-one basis and will have the voting rights set forth in the applicable governing documents. Matthew Nicoletti disclaims beneficial ownership of 50% of the Ordinary Shares and Series P preferred Shares referenced on the first line of footnote no. 1. As of the date of this filing, none of the 138,590 Ordinary Shares and 2,411,410 Series P Preferred Shares has been issued. The issuance of such securities remains subject to the required approvals under the Foreign Exchange and Foreign Trede Act of Japan (Act No. 228 of 1949, as amended) and related regulations in accordance with Japanese law.
