UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of November 2026
Commission
File Number: 001-42470
PicoCELA
Inc.
2-34-5
Ningyocho, SANOS Building, Nihonbashi
Chuo-ku,
Tokyo 103-0013 Japan
(Address
of Principal Executive Office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F ☒ Form 40-F ☐
Convocation
and Results of Extraordinary General Meeting of Shareholders of PicoCELA Inc.
In
accordance with the rules and regulations of the Companies Act of Japan (the “Companies Act”), PicoCELA Inc. (the “Company”)
made public a notice and provided accompanying information, including voting instructions, on its website on September 15, 2026, and
sent the same to all holders of its common shares, Class A preferred shares, and American Depositary Shares on September 15, 2026, with
respect to its extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) which was subsequently
held in Tokyo, Japan on September 30, 2026 at 10:00 a.m., Japan Standard Time. The Extraordinary General Meeting was held for the following
purposes, which purposes are more fully described in the Convocation Notice attached hereto as Exhibit 99.1:
Matters
to be Resolved:
| Proposal
1 |
Transfer Certain Amount
of Share Capital and Legal Surplus to Additional Paid In Capital |
| |
|
| Proposal 2 |
Offsetting Certain Amount
of Accumulated Deficit against Additional Paid In Capital |
| |
|
| Proposal 3 |
Partial Amendment to
the Articles of Incorporation |
| |
|
| Proposal 4 |
Election of Two Directors
Who Are Not Members of Audit and Supervisory Committee |
| |
|
| Proposal 5 |
Election of Two Directors
Who Are Members of Audit and Supervisory Committee |
The
notice of convocation furnished in this report as Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
A
total of 28,854,866 votes, representing approximately 97.44% of the votes as of July 31, 2026, the record date for the Extraordinary
General Meeting was present in person or by proxy at the Extraordinary General Meeting.
At
the Extraordinary General Meeting, the shareholders of the Company approved and adopted all proposals as originally proposed.
The
voting results of the Extraordinary General Meeting were as follows:
| Proposal | |
For | |
Against | |
Abstain |
| Proposal 1 | |
28,851,799 | |
2,846 | |
221 |
| Proposal 2 | |
28,852,041 | |
2,607 | |
218 |
| Proposal 3 | |
28,807,851 | |
46,794 | |
221 |
| Proposal 4 - Candidate 1) Hideaki Horikiri | |
28,808,145 | |
46,503 | |
218 |
| Proposal 4 - Candidate 2) Richard T. Vuu | |
28,852,013 | |
2,635 | |
218 |
| Proposal 5 - Candidate 1) Lim Kien Leong | |
28,814,659 | |
39,989 | |
218 |
| Proposal 5 - Candidate 2) Tommy Wang | |
28,814,659 | |
39,989 | |
218 |
A
copy of the English translation of the amended articles of incorporation is furnished in this report as Exhibit 3.1.
Departure
and Appointment of the Company’s Directors
Reference
is made to the report on Form 6-K dated July 14, 2026, announcing the resignation of Mr. Toshihito Kanai, effective June 30, 2026. On
September 9, 2026, Ms. Mutsuko Oba, the Company’s independent director and member of the audit and supervisory committee, announced
her resignation, effective September 30, 2026. Ms. Oba has stated that her resignation was due to personal reasons and not due to any
disagreement with the Company regarding its operations, policies, or practices.
Subsequently,
at the Extraordinary General Meeting, the shareholders of the Company approved, among other things (i) the election of Mr. Hideaki Horikiri
and Mr. Richard T. Vuu as the Company’s directors who are not members of the audit and supervisory committee, and (ii) the election
of Mr. Lim Kien Loeng and Mr. Tommy Wang as the Company’s directors who are members of the audit and supervisory committee. The
election became effective on September 30, 2026. The biographies of the four directors are included in the Convocation Notice attached
hereto as Exhibit 99.1.
As
of the date of this report, the Company’s board of directors is comprised of seven directors, including Mr. Hiroshi Furukawa, Mr.
Hideaki Horikiri, Mr. Yoshinari Noguchi, Mr. Richard T. Vuu, Mr. Jong Han Rey Foo, Mr. Lim Kien Leong, and Mr. Tommy Wang. The audit
and supervisory committee is comprised of Mr. Yoshinari Noguchi, Mr. Lim Kien Leong, and Mr. Tommy Wang.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 3.1 |
|
Amended Articles of Incorporation of the Registrant (English Translation) |
| 99.1 |
|
Convocation Notice of the Extraordinary General Meeting of Shareholders, dated September 15, 2026 |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
PicoCELA
Inc. |
| |
|
|
| Date: November 5, 2026 |
By: |
/s/
Hiroshi Furukawa |
| |
Name: |
Hiroshi Furukawa |
| |
Title: |
Chairman, Chief Technology
Officer, and Representative Director |
Exhibit
99.1
September
15, 2026
Dear
Shareholders:
Hiroshi
Furukawa
Chairman
and Representative Director
PicoCELA
Inc.
2-34-5,
Nihonbashi-Ningyocho,
Chuo-ku,
Tokyo, Japan
Convocation
of the Extraordinary General Meeting of Shareholders
You
are cordially invited to attend the Extraordinary General Meeting of Shareholders of PicoCELA Inc. (the “Company”) which
will be held as described below.
If
you are unable to attend the meeting, we kindly ask that you indicate your approval or disapproval on the proxy form, affix your seal
or signature, and return it to our office so that it arrives no later than 5:00 p.m. on September 29, 2026.
| 1. |
Date
and time: |
September
30(Wednesday), 2026 at 10:00 a.m. |
| 2. |
Location: |
Room
No. 2 at Ningyocho-Kuminkan |
| |
|
2-14-5,
Nihonbashi-Ningyocho, Chuo-ku, Tokyo, Japan |
| 3. | Purpose
of the meeting |
| | |
| | Matters
to be resolved |
| |
Proposal
1 |
Transfer
Certain Amount of Share Capital and Legal Capital Surplus to Additional Paid In Capital |
| |
Proposal
2 |
Offsetting
Certain Amount of Accumulated Deficit against Additional Paid In Capital |
| |
Proposal
3 |
Partial
Amendment to the Articles of Incorporation |
| |
Proposal
4 |
Election
of Two Directors who are not Members of Audit and Supervisory Committee |
| |
Proposal
5 |
Election
of Two Director who are Members of Audit and Supervisory Committee Member |
Outlines
of the above Proposals are detailed in “Reference Documents Relating to the Solicitation of Proxy Votes,” which is described
below.
For
those attending the meeting, please present the Proxy Form at the reception desk on arrival at the meeting venue.
Reference
Documents Relating to the Solicitation of Proxy Votes
| 1． |
Solicitor
of proxy votes |
Hiroshi
Furukawa |
| |
|
Chairman
and Representative Director
PicoCELA
Inc. |
| 2． |
Proposals
and Reference |
Proposal
1: Transfer Amount of Share Capital and Legal Capital Surplus to Additional Paid In Capital
Reason
for the reductions in the amount of Share Capital and Legal Capital Surplus is to offset the Accumulated Deficit against Additional Paid
In Capital and attain better presentation of Japanese accounting books.
In
order to offset Accumulated Deficit against Additional Paid in Capital, the Company first needs to reduce the amount of Share Capital
and Legal Capital Surplus and transfer the entire reduced amount to Additional Paid In Capital. This accounting practice is in compliance
with the provisions of Article 447, paragraph (1) and Article 448, paragraph (1) of the Japanese Companies Act.
The
reductions in the amount of Share Capital and Legal Capital Surplus and transfer the reduced amounts to Additional Paid In Capital are
accounting reclassifications within the Shareholder’s Equity section of the balance sheet, and do not change the total Shareholder’s
Equity of the Company.
Details
of the reductions in the amount of share capital and legal capital surplus;
(1)
Reduction in amount of Share Capital: ¥2,094,188,290
(2)
Reduction in amount of Legal Capital Surplus: ¥2,094,188,288
(3)
Effective date of the reductions of Share Capital and Legal Capital Surplus: September 30, 2026
Proposal
2: Offsetting Certain Amount of Accumulated Deficit against Additional Paid In Capital
In
accordance with the provisions of Article 452 of the Japanese Companies Act, we propose to offset the Accumulated Deficit against Additional
Paid In Capital and attain better presentation of Japanese accounting books. The offsetting Accumulated Deficit against Additional Paid
In Capital is accounting reclassifications within the Shareholder’s Equity section of the balance sheet and does not change the
total Shareholder’s Equity of the Company.
Details
of Offset:
(1)
Decrease in amount of Additional Paid In Capital: ¥1,970,992,725
(2)
Increase in amount of Legal Capital Surplus: ¥1,970,992,725
(3)
Effective date of the Offset: September 30, 2026
Proposal
3: Partial Amendment to the Articles of Incorporation
Proposal
No. 3 is to amendment to Article 6 (Total Number of Authorized Shares)
In
accordance with Article 113, Paragraph 3 of the Companies Act, the total numbers of Authorized Common Shares and Class A Preferred Shares
to Issue, respectively will be increased in order to secure flexibility for future fundraising and business expansion.
Details
of Amendments are as follows:
The
amendments to the Articles of Incorporation under this proposal shall become effective upon the conclusion of this General Meeting.
(Underlined
portions indicate amendments.)
| Current
Articles |
|
Proposed
Amendment |
(Total
Number of Authorized Shares)
Article
6 The types of authorized shares of the Company shall consist of:
Common
Shares that do not provide special provisions regarding matters set forth in each item of Article 108, Paragraph 2 of the Companies
Act, and
Class
Shares as provided in Chapter 3 (hereinafter referred to as “Class A Preferred Shares”).
2
The total number of authorized shares shall be 38,455,220 shares, consisting of: 18,455,220 Common Shares, and
20,000,000
Class A Preferred Shares. |
|
(Total
Number of Authorized Shares)
Article
6 The types of authorized shares of the Company shall consist of:
Common
Shares that do not provide special provisions regarding matters set forth in each item of Article 108, Paragraph 2 of the Companies
Act, and
Class
Shares as provided in Chapter 3 (hereinafter referred to as “Class A Preferred Shares”).
2
The total number of authorized shares shall be 118,455,220 shares, consisting of: 74,455,220 Common Shares, and 44,000,000
Class A Preferred Shares.
|
Proposal
4: Election of Two Directors who are not Members of Audit and Supervisory Committee
On
June 30, 2026, Director Toshihito Kanai who was not a member of Audit and Supervisory Committee resigned.
In
order to reinforce the management and governance, we request election of two directors who are not members of Audit and Supervisory Committee.
Candidates
for Directors who are not Audit and Supervisory Committee members are as follows:
Candidate
1)
Name
(Date
of birth) |
|
Career
summary; positions and responsibilities at the Company and representative positions at other companies and month of appointment/transition |
|
Number
of the Company’s class of shares held |
Hideaki
Horikiri
(February
2, 1960) |
|
June
1987 |
Earned
an MBA (Master of Business Administration) from The State University of New York |
|
6,793,333
of common shares |
| |
July
1987 |
Foreign
Stock Trader at Nikko Securities Co., Ltd. |
|
| |
July
1990 |
Audit
Manager at Price Waterhouse New York Office (U.S. Certified Public Accountant) |
|
| |
November
1996 |
Financial
Advisory Service Senior Manager at Deloitte Touche Tohmatsu New York Office |
|
| |
September
2002 |
Executive
Director and CFO at I&S BBDO Inc. |
|
| |
July
2011 |
CFO
at NBCUniversal Entertainment Japan LLC |
|
| |
July
2015 |
Representative
Director, COO & CFO at Warner Music Japan |
|
| |
March
2022 |
General
Manager of Content Acquisitions Management at AMAZON JAPAN G.K. |
|
| |
November
2022 |
Joined
the Company as CFO |
|
| |
May
2023 |
Director |
|
| |
September
2025 |
Member
of Audit and Supervisory Committee |
|
| |
July
2026 |
President
and COO (Current)
Resigned
from Member of Audit and Supervisory Committee |
|
Candidate
2):
Richard
T. Vuu
Date
of Birth: 28 March 1988
Number
of the Company’s shares held: 0
Mr.
Richard T. Vuu is an experienced financial services executive with extensive experience in global banking, payments, wealth management,
commercial banking, corporate strategy, and digital assets.
Mr.
Vuu spent more than a decade at JPMorgan Chase & Co., where he held management and leadership positions across multiple lines of
business, including Consumer & Community Banking, Commercial Banking, and Wealth Management.
Since
September 2024, Mr. Vuu has been serving serves as the Chief Executive Officer of Transwap Group, where he is responsible for the Group’s
overall strategy, financial performance, corporate governance, international expansion, strategic partnerships, and regulated operations.
Mr.
Vuu brings to the board extensive financial services and executive leadership experience, together with a practical understanding of
global banking, payments, risk management, and strategic growth.
Notes:
| 1. | There
is no special interest between the Company and the Director candidates. |
| 2. | Mr.
Richard Vuu is a candidate for Outside Director. |
| 3. | The
reason for nominating Mr. Richard Vuu as a candidate for Outside Director is that we expect
him to fulfill duty of supervising the management from a perspective based on his experience
and knowledge gained as CEO experience. |
| 4. | The
Company has entered into a directors and officers (D&O) liability insurance agreement,
as stipulated in Article 430-3, Paragraph 1 of the Companies Act, covering all Directors
as the insured. Under this insurance agreement, damages and claims that may arise from the
insured Directors assuming responsibility in connection with the execution of their duties
and the pursuit of such responsibility will be covered. If each candidate is appointed as
Director, such Director will become an insured party under the said insurance agreement,
which will be renewed during their term of office. |
Proposal
5: Election of Two Director who are Members of Audit and Supervisory Committee Member
Upon
resolution of Proposal 4 above, Mr. Hideaki Horikiri becomes a Director who is not a member of Audit and Supervisory Committee.
Further, at the conclusion of the present extraordinary general meeting of shareholders, Director Mutsuko Oba, who is a member
of Audit and Supervisory Committee, resigns on September 30, 2026. Since there are two vacancies to fill the required membership of the
Audit and Supervisory Committee, we request the election of two Directors who are Members of Audit and Supervisory Committee. The candidates
are approved by the Audit and Supervisory Committee.
Candidates
for Directors who are Audit and Supervisory Committee members are as follows:
Candidate
1):
Lim
Kien Leong
Date
of Birth: 1 June 1988
Number
of the Company’s shares held: 0
Mr.
Lim Kien Leong is the Co-founder and CEO of TranSwap Private Limited. He oversees the day-to-day business operations, as well as the
company’s strategic direction and business developments. Lim Kien Leong was previously appointed as the Chief Legal Officer of
TranSwap Private Limited and was responsible for all of the company’s legal and regulatory issues, ensuring the company remained
compliant with relevant authorities’ regulations. Prior to TranSwap, he gained extensive experience in the field of arbitration,
civil and commercial litigation, and corporate law in Singapore and Australia.
Lim
Kien Leong graduated from the University of Sydney with his Bachelor of Commerce and Bachelor of Laws degrees.
On
July 16, 2026, Mr. Lim Kien Leong was elected to become a Director who is not a member of Audit and Supervisory Committee. However,
upon election of him to Director who is a member of Audit and Supervisory Committee at the present extraordinary general meeting
of shareholders, he resigns from Director who is not a member of Audit and Supervisory Committee.
Candidate
2):
Tommy
Wang
Date
of Birth: 12 November 1976
Number
of the Company’s shares held: 0
Mr.
Tommy Wang is an experienced international business executive, entrepreneur, and investor with extensive experience in global manufacturing,
supply-chain management, international trade, corporate finance, and strategic business development.
Throughout
his career, Mr. Wang has worked with and supported major multinational corporations, including Walmart, The Home Depot, Target, AT&T,
Comcast, UnitedHealth Group, Disney, and other Fortune 500 companies. He has developed significant experience in managing complex commercial
relationships and global supply chains, with particular expertise in business activities between companies in the United States and Asia.
Mr.
Wang also has experience in corporate finance, capital markets, strategic investments, and transaction structuring. He has worked with
private and publicly-traded companies on financing strategies, strategic partnerships, acquisitions, and other growth initiatives.
Notes:
| 1. | There
is no special interest between the Company and the candidates for Directors who are members
of audit and Supervisory Committee. |
| 2. | Messrs.
Lim Kien Leong and Tommy Wang are candidates for Outside Director. |
| 3. | The
reason for nominating Messrs. Lim Kien Leong and Tommy Wang as candidates for Outside Director
is that we expect both to fulfill duty of supervising the management from a perspective based
on their experience and knowledge gained as executives and management members at various
companies. |
| 4. | The
Company has entered into a directors and officers (D&O) liability insurance agreement,
as stipulated in Article 430-3, Paragraph 1 of the Companies Act, covering all Directors
as the insured. Under this insurance agreement, damages and claims that may arise from the
insured Directors assuming responsibility in connection with the execution of their duties
and the pursuit of such responsibility will be covered. If each candidate is appointed as
Director, such Director will become an insured party under the said insurance agreement,
which will be renewed during their term of office. |
Proxy
Form for Voting Shareholder
To
PicoCELA Inc.:
I
(we) as Shareholder, hereby appoint (Name)
as proxy holder to represent me / our entity and delegate the following authorities.
| 1. | Attend
the Extraordinary General Shareholders’ Meeting of PicoCELA Inc. to be held on Wednesday,
September 30, 2026, and exercise the voting rights in accordance with my instructions (as
indicated by a circle) on the following proposals. |
However,
if no instructions are given regarding a proposal, or if an amendment to a proposal is submitted, I (we) hereby delegate full discretion
to act on my behalf in either case.
| 2. | Appoint
a substitute proxy. |
| Proposal
1 |
|
Agree |
|
Disagree |
| Proposal
2 |
|
Agree |
|
Disagree |
| Proposal
3 |
|
Agree |
|
Disagree |
| Proposal
4 - Candidate 1 |
|
Agree |
|
Disagree |
Proposal
4 - Candidate 2 |
|
Agree |
|
Disagree |
| Proposal
5 - Candidate 1 |
|
Agree |
|
Disagree |
Proposal
5 - Candidate 2 |
|
Agree |
|
Disagree |
September
________, 2026
| | Address:_____________________________________ | |
| | | |
| Name:_______________________________________ | |
| | | |
| Seal/Signature:________________________________ | |
| | | |
| | Number
of voting rights:________________________ | |
