PicoCELA exchanges 5M preferred shares for common stock

The outstanding share classes represented 24,613,805 voting rights exercisable at a general meeting of shareholders as of September 30, 2026.

Rhea-AI Filing Summary

PicoCELA Inc. delivered 5,000,000 common shares to About Investment Pte. Ltd. in exchange for 5,000,000 of the investor’s Class A preferred shares. The investor had received 20,000,000 preferred shares in July 2026; as of September 30, 2026, 15,000,000 preferred shares were issued and outstanding.

The board reduced the transfer restriction period for restricted common shares held by Chairman, Chief Technology Officer and Representative Director Hiroshi Furukawa and Chief Operating Officer and director Hideaki Horikiri from 20 years to 10 years. On September 30, Furukawa returned 1,166,666 shares and Horikiri returned 3,833,334 shares to the company for no consideration. PicoCELA determined to hold the returned shares as treasury shares. As of that date, 9,613,805 common shares were issued and outstanding.

Key Figures

Common shares delivered: 5,000,000 shares Class A preferred shares exchanged: 5,000,000 shares Preferred shares outstanding: 15,000,000 shares +3 more

6 metrics

Common shares delivered 5,000,000 shares Delivered to About Investment Pte. Ltd. in the exchange

Class A preferred shares exchanged 5,000,000 shares Exchanged for common shares

Preferred shares outstanding 15,000,000 shares As of September 30, 2026

Common shares outstanding 9,613,805 shares As of September 30, 2026

Voting rights 24,613,805 voting rights Exercisable at a general meeting of shareholders as of September 30, 2026

Transfer Restriction Period 10 years Reduced from 20 years by board resolution on September 28, 2026

Key Terms

Class A Preferred Shares, Transfer Restriction Period, treasury shares, voting rights

4 terms

Class A Preferred Shares financial

"issued 20,000,000 Class A preferred shares"

Class A preferred shares are a specific type of company stock that gives holders a higher claim than ordinary shareholders on dividends and on company assets if the business winds down, often with a fixed dividend payment and limited or no voting rights. Think of them as a priority ticket in line: they offer more steady income and protection than common shares but usually less potential for big price gains and less influence over company decisions, which matters to investors balancing income, risk and control.

Transfer Restriction Period technical

"restricted from being sold, transferred, loaned or pledged"

treasury shares financial

"hold such returned Restricted Shares as its treasury shares"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

voting rights financial

"a total of 24,613,805 voting rights"

Voting rights are the ability of shareholders to have a say in important company decisions, like choosing leaders or approving big changes. They matter because they give owners a voice in how the company is run, similar to how voters influence elections, ensuring the company acts in shareholders’ interests.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many PCLA shares were exchanged in About Investment's conversion?

PicoCELA delivered 5,000,000 common shares to About Investment Pte. Ltd. in exchange for 5,000,000 Class A preferred shares.

How many voting rights did PCLA have as of September 30, 2026?

The 9,613,805 common shares and 15,000,000 preferred shares issued and outstanding represented 24,613,805 voting rights exercisable at a general meeting of shareholders.

What restrictions did PCLA change for Furukawa and Horikiri's shares?

The restricted shares had been barred from being sold, transferred, loaned or pledged during a 20-year Transfer Restriction Period. The board reduced that period to 10 years by resolution on September 28, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/05/2026 - 06:35 AM Accepted by SEC EDGAR 10/02/2026 - 07:29 PM Learn about SEC filing dates

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 October 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 ☐

Class A Preferred Shares Conversion by About Investment Pte. Ltd.

On July 16, 2026, PicoCELA Inc. (the “Company”) issued 20,000,000 Class A preferred shares of the Company (the “Preferred Shares”) to About Investment Pte. Ltd. (the “Investor”) pursuant a certain Class A Preferred Share Purchase Agreement (the “Preferred Share Purchase Agreement”), dated July 14, 2026, by and between the Company and the Investor, as more fully described in the Report of Foreign Private Issuer on Form 6-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on July 27, 2026.

Pursuant to a notice to the Company from the Investor dated September 30, 2026, the Investor requested that the Company deliver 5,000,000 of the Company’s common shares (“Common Shares”) in exchange for 5,000,000 Preferred Shares, in accordance with the Preferred Share Purchase Agreement and the Company’s articles of incorporation, and thereupon, the Company delivered such 5,000,000 Common Shares to the Investor.

Reduction of Transfer Restriction Period and Surrender of Certain Restricted Common Shares

On January 20, 2026, Hiroshi Furukawa, the Company’s Chairman, Chief Technology Officer and Representative Director, obtained 1,666,666 Common Shares from the Company, pursuant to a certain Restricted Common Share Compensation Agreement, dated December 29, 2025, by and between the Company and Hiroshi Furukawa (the “Furukawa Agreement”). On April 1, 2026 and April 11, 2026, Hideaki Horikiri, the Company’s Chief Operating Officer and director, obtained 4,400,000 and 1,060,000 Common Shares (collectively with the Common Shares obtained by Hiroshi Furukawa, the “Restricted Shares”), respectively, from the Company, pursuant to those two certain Restricted Common Share Compensation Agreements, each dated April 1, 2026 and April 11, 2026, by and between the Company and Hideaki Horikiri (the “Horikiri Agreement, and, together with the Furukawa Agreement, the “Restricted Common Share Compensation Agreements”), respectively. The foregoing transactions are described more particularly in the Reports of Foreign Private Issuer on Form 6-K filed by the Company with the SEC on January 20, 2026 and April 15, 2026.

Pursuant to the Restricted Common Share Compensation Agreements, the Restricted Shares were originally restricted from being sold, transferred, loaned or pledged for a period of 20 years from the date of issuance (“Transfer Restriction Period”), which Transfer Restriction Period was reduced to 10 years, pursuant to a resolution adopted by the board of directors of the Company (the “Board”) on September 28, 2026 (the “Resolution”). The Resolution also authorized the Company’s acquisition of certain Restricted Shares in exchange for no consideration.

On September 30, 2026, Hiroshi Furukawa and Hideaki Horikiri each notified the Company that they would return 1,166,666 Restricted Shares and 3,833,334 Restricted Shares to the Company, respectively, effective on the same day. The Company has determined to hold such returned Restricted Shares as its treasury shares.

As a result of the foregoing, on September 30, 2026, there were 9,613,805 Common Shares and 15,000,000 Preferred Shares issued and outstanding, representing a total of 24,613,805 voting rights exercisable at a general meeting of shareholders.

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: October 2, 2026	By:	/s/ Hiroshi Furukawa
	Name:	Hiroshi Furukawa
	Title:	Chairman, Chief Technology Officer and Representative Director