Perpetuals.com Ltd

As previously disclosed in the filings of Perpetuals.com Ltd (the “Company”), including the Report on Form 6-K filed on January 22, 2024, and the Annual Reports on Form 20-F for the fiscal years ended April 30, 2024 and April 30, 2025, filed on August 26, 2024 and August 27, 2025, respectively, certain shareholders of the Company (the “Plaintiffs”) filed a lawsuit against the Company and Mr. Satoshi Kobayashi, the Company’s Co-Chief Executive Officer, Interim Chief Financial Officer and Representative Director (the “Individual Defendant” and, together with the Company, the “Defendants”), in the Tokyo District Court in December 2023. The Plaintiffs mainly alleged (i) that Mr. Kobayashi had an obligation to complete the necessary arrangements prior to the Company’s initial public offering to enable existing shareholders to sell their shares immediately after the Company’s listing on Nasdaq, (ii) that he breached the obligation intentionally or through negligence, thereby committing a tort under Article 709 of the Japanese Civil Code, and (iii) that the Company shall be jointly liable for damages caused by Mr. Kobayashi in the discharge of his duties as the Company’s Representative Director under Article 350 of the Japanese Companies Act. The Plaintiffs sought monetary damages in the total amount of USD 2,925,747 (approximately JPY480 million), plus interest and costs. In addition, as previously disclosed, certain bank accounts of the Company were provisionally attached due to an order by the Tokyo District Court as a result of the lawsuit.

On July 17, 2026, a judicial settlement was reached before the Tokyo District Court resolving all claims between the Plaintiffs and the Defendants in the above-referenced proceedings. The material terms of the settlement are as follows: (i) settlement payment: the Defendants agreed to pay a settlement amount of JPY20,000,000 (approximately USD122,000) to the Plaintiffs, jointly and severally, by August 14, 2026; (ii) release of all claims: upon completion of the payment, the Plaintiffs agreed to waive and release all remaining claims against the Defendants arising from the subject matter of the litigation; the parties mutually confirmed that no further obligations or claims exist between them with respect to the matter, other than as set forth in the settlement; (iii) withdrawal of provisional attachments: following completion of the settlement payment, the Plaintiffs agreed to withdraw all outstanding applications for provisional attachment orders on the Company’s bank accounts. The settlement payment was completed on July 27, 2026.