Strategic EP, LLC and Alexander Chase Deitch filed Amendment No. 3 to their Schedule 13G with the SEC on November 13, 2026, disclosing updated beneficial ownership of American Depositary Shares in Perpetuals.com Ltd as of September 30, 2026.

Key Highlights

  • Aggregate beneficial ownership: Strategic EP, LLC and Alexander Chase Deitch each report beneficial ownership of 4,077,515 Ordinary Shares of Perpetuals.com Ltd.
  • Ownership percentage: The reported stake represents 9.9% of the class, based on 40,570,692 Ordinary Shares outstanding as of September 18, 2026.
  • ADS holdings: Strategic directly holds 766,440 ADSs, each representing 5 Ordinary Shares, for a total of 3,832,200 Ordinary Shares.
  • Pre-Funded Warrants: Strategic also holds Pre-Funded Warrants to purchase up to 80,020 ADSs representing 400,100 Ordinary Shares, with current exercisability capped at 49,063 ADSs (245,315 Ordinary Shares) due to a 9.99% beneficial ownership limitation provision.
  • Voting and dispositive power: Both reporting persons report zero sole voting or dispositive power, and 4,077,515 shared voting and shared dispositive power each.
  • Manager relationship: According to the filing, Mr. Deitch serves as manager of Strategic EP, LLC and does not directly own the shares; he is deemed a beneficial owner by reason of Rule 13d-3.

Strategic EP and Deitch Update Perpetuals.com Beneficial Ownership Position

The filing is Amendment No. 3 to a Schedule 13G originally filed by Strategic EP, LLC and Alexander Chase Deitch on October 20, 2025. The stated purpose of this amendment is "to update the beneficial ownership information on the cover pages and in item 4 in the Schedule 13G and the Amendments." Prior amendments included Amendment No. 1, filed May 14, 2026, and Amendment No. 2, filed August 14, 2026. The reporting persons, both addressed at 1050 Crowne Pointe Parkway, Suite 500, Atlanta, GA 30338, are parties to a Joint Filing Agreement and file this amendment jointly.

According to the filing, the total reportable position of 4,077,515 Ordinary Shares is composed of two components. First, Strategic directly holds 766,440 ADSs, representing 3,832,200 Ordinary Shares. Second, Strategic holds Pre-Funded Warrants exercisable for up to 80,020 ADSs representing 400,100 Ordinary Shares, though a Blocker provision limits the number currently exercisable. The filing states that the Blocker "prohibits Strategic from exercising the Pre-Funded Warrants for Ordinary Shares if, as a result of such exercise, the holder thereof, together with its affiliates and any persons acting as a group together with such holder or any of such affiliates, would beneficially own more than 9.99% of the total number of Ordinary Shares then issued and outstanding immediately after giving effect to any such exercise." As a result, only 49,063 ADSs (245,315 Ordinary Shares) are currently deemed exercisable and included in the beneficial ownership count.

The share count basis is drawn from Perpetuals.com Ltd's Annual Report on Form 20-F/A for the fiscal year ended April 30, 2026, filed with the SEC on September 18, 2026, which reported 40,570,692 Ordinary Shares outstanding on that date. The issuer's principal executive offices are listed at 5-7-11, Ueno, Taito-ku, Tokyo, Japan 110-0005. The securities covered are American Depositary Shares with CUSIP number 27030F202, with each ADS representing 5 Ordinary Shares, no par value per share. No exchange or trading symbol for the ADS is stated in the filing.

What Was Disclosed

Strategic EP, LLC and Alexander Chase Deitch filed Amendment No. 3 to their Schedule 13G disclosing a combined beneficial ownership of 4,077,515 Ordinary Shares, or 9.9%, of Perpetuals.com Ltd as of the September 30, 2026 event date, reflecting ADS holdings and partially restricted Pre-Funded Warrants.