SCHEDULE: Strategic EP Discloses 9.9% Stake in Perpetuals.com

Strategic EP, LLC and Alexander Chase Deitch have filed an amendment to their Schedule 13G, reporting a 9.9% beneficial ownership stake in Perpetuals.com Ltd.

Summary

• Strategic EP, LLC and Alexander Chase Deitch report a combined beneficial ownership of 2,291,783 ordinary shares of Perpetuals.com Ltd.
• The reported stake represents 9.9% of the issuer's total outstanding ordinary shares as of March 31, 2026.
• The holdings consist of 435,964 American Depositary Shares (ADSs) and potential shares issuable upon the exercise of warrants.
• The reporting persons are subject to a 9.99% beneficial ownership limitation (a 'Blocker') regarding the exercise of their warrants.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral regulatory disclosure reflecting existing investment positions rather than a change in corporate strategy or financial performance.

Positives

• The reporting persons have certified that the securities were not acquired for the purpose of changing or influencing the control of the issuer.

Negatives

• The reporting persons' ability to increase their stake is currently constrained by a 9.99% ownership blocker provision.

Risks

• The investment is subject to a 9.99% beneficial ownership limitation, which restricts the immediate conversion of warrants into additional ordinary shares.

Future Outlook

The reporting persons maintain their position as passive investors and have not indicated any intent to change or influence the control of the issuer.

Management Comments

• The reporting persons certify that the securities were not acquired for the purpose of changing or influencing the control of the issuer.

Industry Context

StockSavvy.ai notes that this filing represents a standard regulatory disclosure for institutional investors maintaining a significant but passive minority stake in a foreign issuer via American Depositary Shares.

Comparison to Industry Standards

• The filing adheres to standard SEC Schedule 13G requirements for passive investors holding more than 5% of a class of equity securities.
• The use of a 9.99% ownership blocker is a common practice in private placement and warrant agreements to avoid triggering regulatory thresholds or change-of-control provisions.

Stakeholder Impact

• Shareholders should note the presence of a significant institutional holder with a 9.9% stake.
• The 9.99% ownership blocker limits the immediate potential for the reporting persons to increase their voting power without further disclosure or regulatory action.

Next Steps

• The reporting persons will continue to file subsequent amendments to the Schedule 13G as required by SEC regulations.

Key Dates

Keywords

Perpetuals.com, Schedule 13G, Beneficial Ownership, Strategic EP, ADS, Warrants