Form 3

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF
SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Gruhn Patrick
(Last) (First) (Middle)
5-7-11, UENO, TAITO-KU
(Street)
TOKYO 110-0005
(City) (State) (Zip)
2. Date of Event
Requiring Statement
(Month/Day/Year)
03/18/2026
3. Issuer Name and Ticker or Trading Symbol
Perpetuals.com Ltd [ PDC ]
4. Relationship of Reporting Person(s) to
Issuer
(Check all applicable)
Director 10% Owner
Officer (give
title below)
Other (specify
below)
Co-Chief Executive Officer
5. If Amendment, Date of Original
Filed (Month/Day/Year)
6. Individual or Joint/Group Filing
(Check Applicable Line)
Form filed by One Reporting
Person
Form filed by More than One
Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities
Beneficially Owned (Instr.
4)
3. Ownership
Form: Direct
(D) or Indirect
(I) (Instr. 5)
4. Nature of Indirect Beneficial
Ownership (Instr. 5)
Ordinary Shares 1,294,860(1)(2) D
Series P Preferred Shares 22,529,840(1)(2) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and
Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities
Underlying Derivative Security
(Instr. 4)
4.
Conversion
or Exercise
Price of
Derivative
Security
5.
Ownership
Form:
Direct (D)
or Indirect
(I) (Instr. 5)
6. Nature of
Indirect Beneficial
Ownership (Instr.
5)
Date
Exercisable
Expiration
Date Title
Amount
or
Number
of
Shares
Explanation of Responses:
1. Represents 1,294,860 Ordinary Shares and 22,529,840 Series P Preferred Shares, 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. 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.
2. As of the date of this filing, none of the 1,294,860 Ordinary Shares and 22,529,840 Series P Preferred Shares has been issued. The issuance of such securities remains subject to
the required approvals under the Foreign Exchange and Foreign Trade Act of Japan (Act No. 228 of 1949, as amended) and related regulations in accordance with Japanese law.
/s/ Patrick Gruhn 03/18/2026
** Signature of Reporting
Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB
Number.