New Risk • May 26
New major risk - Shareholder dilution The company's shareholders have been substantially diluted in the past year. Increase in shares outstanding: 51% This is considered a major risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risk Shareholders have been substantially diluted in the past year (51% increase in shares outstanding). Minor Risks Share price has been volatile over the past 3 months (16% average weekly change). Revenue is less than US$5m (JP¥339m revenue, or US$2.1m). Market cap is less than US$100m (US$31.9m market cap). Announcement • May 21
Perpetuals.com Ltd Launches UpsideOnly, The Trading And Market Prediction Platform Perpetuals.com Ltd. launched UpsideOnly, the first risk-free trading and market prediction platform that uses a proprietary AI algorithm combined with crowd intelligence to ensure users never lose money. UpsideOnly is built on the simple idea that AI gets smarter when it learns from human traders. As users make predictions across global financial markets such as stocks, cryptocurrencies and commodities, the algorithm folds their insights into its own analysis, producing incredibly accurate trading signals. UpsideOnly uses those signals to make market trades with its own capital and shares the winnings with the users whose predictions helped shape them. Powering UpsideOnly is the proprietary patent-pending BayesShield AI, which is trained on more than 22 billion executed retail trades, one of the largest trading datasets ever used to train an AI model. The BayesShield algorithm learns from user predictions across global markets, combining human insight with machine-scale pattern recognition to produce trading signals neither could generate alone. UpsideOnly lets users benefit from trading gains while eliminating risk by trading exclusively with the company’s own capital – users never put up their own money for trading. This ensures users cannot incur losses. Users make predictions about where global equity, commodity, forex, and crypto markets are heading without ever placing a real trade themselves. BayesShield analyzes each person’s prediction, and when the algorithm indicates that prediction is likely to be successful, UpsideOnly executes a trade with its own capital. If no trade is made, or if a trade is made and loses, the user loses nothing. If the trade wins, the company shares the profit with the user. UpsideOnly also offers additional ways for users to win money based on their overall performance for the week and month, among others. No deposit is required to make a prediction and win money on UpsideOnly, but in order to reduce the presence of bots, users who choose to put down a refundable deposit of $1 or more will receive higher payouts. Users who make even small deposits are less likely to be bots and more likely to make considered and reliable predictions. The deposit is not a trading stake and is never used for trading. The deposit is held safely in U.S. Treasury Bills in an external account by a separate U.S.-based fiduciary and can be withdrawn by the user at any time. Board Change • May 13
Less than half of directors are independent There are 6 new directors who have joined the board in the last 3 years. Of these new board members, 2 were independent directors. The company's board is composed of: 3 independent directors. 8 non-independent directors. Independent Director Mike Hilmer was the last independent director to join the board, commencing their role in 2025. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Lack of board continuity.