Business Context and Reporting Period
This Form 6-K filing by Earlyworks Co., Ltd. (not Perpetuals.Com Ltd) covers the month of November 2025, specifically reporting on the results of an Extraordinary General Meeting of Shareholders held on November 14, 2025, and the completion of a second closing of a private placement offering on November 18, 2025.
Key Financial Metrics and Capital Events
The filing details capital raising activities rather than operational financial performance metrics such as revenue or profit.
- Second Closing Proceeds: The Company raised an aggregate purchase price of $2,080,000 on November 18, 2025.
- Securities Issued: Issued 1,000,000 pre-funded warrants (exercise price $0.0005 per ADS) and 1,000,000 ordinary warrants (exercise price $2.72 per ADS) to Second Closing Investors.
- Placement Agent Fees: Paid a cash fee equal to 8% of gross cash proceeds to Alexander Capital L.P. and issued 40,000 placement agent warrants (exercise price $2.08 per ADS).
- First Closing Context: A prior closing on October 15, 2025, raised $5,000,001.76.
Note: The filing text does not provide clear values for revenue, net income, operating cash flow, margins, total debt, or liquidity positions.
Material Changes and Corporate Actions
The most significant material change reported is the shareholder rejection of a proposed acquisition.
- Acquisition Proposal Rejected: Shareholders voted against Item No. 1 and Item No. 2, which proposed issuing shares to acquire 100% of PrimeDelta Corp. The vote was 112,890 "For" versus 9,541,155 "Against."
- Shareholder Approval: Shareholders approved the issuance of share options related to the October Offering (Items 3, 4, and 5) and the election of two new directors (Item 6).
- Board Composition: Jason D. Sawyer and Michael Hilmer were appointed as independent directors, effective November 15, 2025.
- Articles of Incorporation: Partial amendments to the Articles of Incorporation were approved.
Outlook, Risks, and Management Commentary
The filing does not contain forward-looking guidance, revenue outlook, or specific management commentary regarding future operational strategy beyond the execution of the approved resolutions.
- Contingencies: The ability of Second Closing Investors to exercise warrants is subject to beneficial ownership limitation provisions (4.99% and 9.99%).
- Risk Implication: The rejection of the PrimeDelta acquisition indicates a shift in strategic direction or shareholder sentiment regarding capital allocation for M&A.
Investor Verification Checklist
- Verify the current status of the PrimeDelta acquisition talks following the shareholder rejection.
- Confirm the dilution impact of the 1,000,000 pre-funded warrants and 1,000,000 ordinary warrants issued in the Second Closing.
- Review the full text of the Partial Amendments to the Articles of Incorporation approved in Item No. 7.
- Assess the qualifications and potential conflicts of interest of the newly appointed directors, Jason D. Sawyer and Michael Hilmer.
- Check subsequent filings for the Company's liquidity position post-closing, as this filing does not disclose cash balances.