Business Context and Reporting Period
This Form 6-K filing by Earlyworks Co., Ltd. (referred to in metadata as Perpetuals.Com Ltd) covers the month of October 2025, with a report date of October 21, 2025. The filing details a material definitive agreement involving a private placement offering completed on October 15, 2025, and addresses the company's ongoing efforts to regain compliance with Nasdaq listing standards.
Key Financial Metrics and Transaction Details
- Gross Proceeds: $5,000,001.76 raised from the sale of pre-funded warrants and ordinary warrants.
- Net Cash Proceeds: Approximately $4.33 million after deducting placement agent fees and offering expenses.
- Securities Issued: 2,403,847 Pre-Funded Warrants (exercise price $0.0005) and 2,403,847 Ordinary Warrants (exercise price $2.72).
- Placement Agent Compensation: 8% cash fee of gross proceeds plus reimbursement of up to $200,000 in accountable expenses and $25,000 in non-accountable expenses. Additionally, a warrant to purchase 96,154 ADSs was issued to the agent.
- Stockholders' Equity: The company believes it now holds stockholders' equity in excess of $2.5 million following the transaction.
Material Changes and Strategic Actions
The primary material change is the completion of the private placement offering, which significantly alters the company's capital structure and liquidity position. The net proceeds are designated for two specific purposes: covering offering-related expenses and funding the acquisition of 100% of the shares of Prime Delta Corp. Additionally, the company has entered into a Voting and Support Agreement to facilitate the election of two director nominees designated by the lead investor and to approve the Prime Delta Corp. acquisition at a shareholders meeting scheduled no later than November 14, 2025.
Outlook, Risks, and Contingencies
- Nasdaq Delisting Risk: The company received a final exception from the Nasdaq Hearings Panel to regain compliance with the $2.5 million minimum stockholders' equity requirement through October 29, 2025. While the company believes the recent offering satisfies this requirement, there is no assurance that the Panel will determine the company has regained compliance.
- Registration Rights: The company is obligated to file an initial registration statement within 21 days of the closing date and have it declared effective by specific deadlines. Failure to do so triggers liquidated damages of 1% of the purchase price, accruing every 30 days until cured.
- Lock-up and Participation: A 45-day lock-up period restricts the issuance of new securities. Investors also hold participation rights for future placements for up to three years and exchange rights for future financings.
- Forward-Looking Statements: The filing includes standard disclaimers that actual results may differ materially from expectations due to various risks and uncertainties.
Investor Verification Checklist
- Confirm the final determination by the Nasdaq Hearings Panel regarding the company's compliance with listing standards by October 29, 2025.
- Verify the successful filing and effectiveness of the Initial Registration Statement for the resale of ADSs and warrants within the mandated 21-day and 30/75-day windows.
- Monitor the outcome of the shareholders meeting scheduled for November 14, 2025, specifically regarding the approval of the Prime Delta Corp. acquisition and the election of new directors.
- Review the definitive terms of the acquisition of Prime Delta Corp., as the filing only states the intent to acquire 100% of shares without detailing the purchase price or valuation.