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 May 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 April 14, 2026, and sent
the same to all holders of its common shares and American Depositary Shares on April 14, 2026, with respect to its extraordinary general
meeting (the “Extraordinary General Meeting”), which Extraordinary General Meeting was subsequently held in Tokyo, Japan
on April 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 Notice of Convocation attached hereto as Exhibit 99.1:
Matters
to be Resolved:
| Proposal
1 |
Partial
Amendment to the Articles of Incorporation |
| |
|
| Proposal
2 |
Issuance
of Class A Preferred Shares by Third-Party Allotment |
| |
|
| Proposal
3 |
Election
of Two Directors Who Are Not 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 7,711,938 votes, representing approximately 90.16% of the votes as of April 2, 2026, the record date for the Extraordinary General
Meeting, were 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, except
as follows:
For
Proposal 2, (i) the term “Payment Amount” was amended from “US$1.25 per share” to “US$1.25 per share deducting
financial advisory fees and other related expenses rendered by a U.S. securities firm”, and (ii) the term “Payment
Period” was amended from “May 1, 2026 to May 15, 2026” to “May 1, 2026 to June 30, 2026.” For Proposal
3, the term “payment period” was amended from “May 1, 2026 to May 15, 2026” to “May 1, 2026 to June 30,
2026.”
All
proposed amendments were duly adopted by the shareholders in accordance with the Companies Act.
The
results of the votes were as follows:
| Proposal |
|
For |
|
Against |
|
Abstain |
| Proposal
1 |
|
7,578,692 |
|
132,871 |
|
375 |
| Proposal
2 |
|
7,574,528 |
|
137,000 |
|
410 |
| Proposal
3 - Candidate 1) |
|
7,579,079 |
|
132,625 |
|
234 |
| Proposal
3 - Candidate 2) |
|
7,579,062 |
|
132,638 |
|
238 |
A
copy of the English translation of the amended articles of incorporation is furnished in this report as Exhibit 3.1.
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 April 14, 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:
May 12, 2026 |
By: |
/s/
Hiroshi Furukawa |
| |
Name: |
Hiroshi
Furukawa |
| |
Title: |
Chief
Executive Officer and Representative Director |
Exhibit
99.1
Date
of Dispatch: April 14, 2026
To:
All Shareholders
PicoCELA
Inc. 2-
34-5
Nihonbashi Ningyocho, Chuo-ku, Tokyo
Representative
Director: Hiroshi Furukawa
Convocation
Notice of Extraordinary Shareholders’ Meeting
Dear
Shareholders,
We
would like to express our sincere appreciation for your continued support.
You
are hereby notified that the Extraordinary Shareholders’ Meeting of the Company will be held as set forth below. We kindly request
your attendance.
If
you are unable to attend the meeting, please indicate your approval or disapproval on the enclosed proxy form, affix your seal/signature,
and return it to us so that it arrives no later than 5:00 p.m. on April 29, 2026.
Sincerely
yours,
Details
| 1 | Date
and Time: April 30, 2026 (Thursday) at 10:00 a.m. |
| | |
| 2 | Venue:
Room No. 4, Ningyocho Community Center |
| | 2-14-5 Nihonbashi Ningyocho, Chuo-ku, Tokyo |
| 3 | Objective
of the Meeting |
| | Matters
to be Resolved |
Proposal
No. 1: Partial Amendment to the Articles of Incorporation
Proposal
No. 2: Issuance of Class A Preferred Shares by Third-Party Allotment
Proposal
No. 3: Election of Two Directors Who Are Not Members of Audit and Supervisory Committee
Please
bring the proxy form with you and submit it at the reception desk on the day of the meeting.
Reference
Materials Related to Solicitation of Proxy Voting Rights
| 1. | Solicitor
of Proxy Voting Rights |
PicoCELA
Inc.
Representative
Director: Hiroshi Furukawa
| 2. | Proposals
and Reference Matters |
Proposal
No. 1 Partial Amendment to the Articles of Incorporation
| 1. | Reasons
for the Proposal |
| (1) | Amendment
to Article 6 (Total Number of Authorized Shares) |
In
accordance with Article 113, Paragraph 3 of the Companies Act, the total number of authorized shares will be increased in order to secure
flexibility for future fundraising and business expansion.
| (2) | Establishment
of Chapter 3 (Class A Preferred Shares) |
To
prepare for flexible fundraising, the types and total number of authorized shares will be revised and provisions relating to Class A
Preferred Shares will be newly established.
Other
necessary amendments, including changes to article numbers and chapter numbers, will be made.
The
proposed 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
total number of authorized shares of the Company shall be 16,615,220 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 38,455,220 shares, consisting of: 33,455,220 Common Shares, and 5,000,000 Class A Preferred
Shares. |
| |
|
|
|
Newly
issued |
|
Chapter
3 Class A Preferred Shares (Distribution of Residual Assets)
Article
14 When distributing residual assets, the Company shall distribute to holders of Class A Preferred Shares (hereinafter referred to
as “Class A Preferred Shareholders”) or registered pledgees thereof prior to holders of Common Shares, an amount equal
to one (1) times the paid-in amount per Class A Preferred Share (the “Class A Preferred Residual Distribution Amount”).
If stock splits, consolidations, or similar events occur, appropriate adjustments shall be made to prevent dilution.
2
In the distribution described in the preceding paragraph, if the total amount of residual assets distributed to Class A preferred
shareholders and holders of registered pledges on Class A preferred shares is less than the total amount of residual assets allocated
to Class A preferred shares, the Company shall distribute the residual assets in proportion to the shareholding ratios of the Class
A preferred shareholders and holders of registered pledges on Class A preferred shares.
3
If any residual assets remain after the distribution of the Class A Preferred Residual Asset Distribution Amount to Class A Preferred
Shareholders or holders of registered pledges of Class A Preferred Shares, the Company shall distribute to such Class A Preferred
Shareholders or holders of registered pledges of Class A Preferred Shares, per Class A Preferred Share, the amount of residual assets
per share of Common Stock, multiplied by the number of shares of Common Stock that could be received per share of Class A Preferred
Stock if, at that time, Common Stock were to be delivered to the Company in exchange for the Class A Preferred Stock (rounded to
the nearest hundredth). |
| |
|
(Measures
in Case of Merger, Share Exchange, Share Transfer, Share Transfer to Third Party, or Company Split)
Article
15 The Company shall, in the event of an absorption-type merger or a merger by formation in which the Company becomes the dissolving
company; a share exchange or a joint share transfer in which the Company becomes a wholly-owned subsidiary; a transfer of shares
in which a specific third party, together with its subsidiaries and affiliated companies, acquires more than 50% of the total voting
rights of the Company’s issued shares; or an absorption-type split involving a distribution of surplus as prescribed in Article
758, Item 8(b) or Article 760, Item 7(b) of the Companies Act, or a new-entity split involving a distribution of surplus as prescribed
in Article 763, Paragraph 1, Item 12(b) or Article 765, Paragraph 1, Item 8(b) of the same Act (hereinafter referred to as “Mergers,
etc.”) shall ensure that, prior to common shareholders or common registered share pledgees, Class A preferred shareholders
or Class A preferred registered share pledgees are allocated shares of the surviving company, the newly established company, or the
wholly-owned parent company, as well as cash and other assets (hereinafter referred to as “Allotted Shares, etc.”) in
an amount equivalent to the Class A preferred residual asset distribution amount per Class A preferred share.
2
In the allocation described in the preceding paragraph, if the total value of the Allotted Shares, etc. allocated to Class A Preferred
Shareholders and Class A Preferred Registered Share Pledgees is less than the total amount of the Class A Preferred Residual Assets,
the Company shall allocate the Allotted Shares, etc. in proportion to the shareholding ratios of the Class A Preferred Shareholders
and Class A Preferred Registered Share Pledgees.
3
If, after the Allotted Shares, etc. equivalent to the Class A Preferred Residual Asset Distribution Amount have been allocated to
Class A Preferred Shareholders or Class A Preferred Registered Share Pledgees, there remain any Allotted Shares, etc. to be allocated
to the Company’s shareholders, the Company shall pay to the Class A Preferred Shareholders or
Class A Preferred Registered Share Pledgees, per Class A Preferred Share, the amount equivalent to the Allotment Shares, etc. per
share of Common Stock, multiplied by the number of shares of Common Stock that could be received per share of Class A Preferred Stock
if, at that time, Common Stock were to be delivered in exchange for the acquisition of Class A Preferred Stock by the Company (rounded
to the nearest hundredth).
|
| |
|
(Voting
Rights)
Article
16 Each Class A Preferred Shareholder shall have one (1) voting right per share at shareholders’ meetings.
(Stock
Split, Stock Consolidation, and Subscription Rights)
Article
17 When the Company conducts a stock split or reverse stock split, it shall do so simultaneously and in the same proportion for both
common stock and Class A preferred stock.
2
When the Company grants shareholders the right to receive an allocation of offered shares, the right to receive an allocation of
offered stock acquisition rights, or the right to receive an allocation of bonds with stock acquisition rights, the Company shall,
as appropriate in each case, grant ordinary shareholders the right to receive an allocation of common stock, stock acquisition rights
for common stock, or bonds with stock acquisition rights for common stock; and grant Class A preferred shareholders the right to
receive an allocation of Class A preferred stock, the right to receive an allocation of stock options for Class A preferred stock,
or the right to receive an allocation of bonds with stock options for Class A preferred stock, respectively, simultaneously and in
the same proportion.
3
When the Company when making a gratis allocation of shares or a gratis allocation of stock acquisition rights, shall, depending on
each case, make a gratis allocation of common shares or a gratis allocation of stock acquisition rights for common shares to common
shareholders, and a gratis allocation of Class A preferred shares
or a gratis allocation of stock acquisition rights for Class A preferred shares to Class A preferred
shareholders, respectively, simultaneously and in the same proportion. |
| |
|
(Right
to Request Conversion into Common Stock)
Article
18. A Class A Preferred Shareholder may, at any time, request the Company to deliver common stock of the Company in exchange for
the Class A Preferred Stock held by such shareholder (hereinafter referred to as “Conversion”), subject to the conditions
set forth in Paragraph 2 of this Article.
2
The conditions for the Conversion of Class A Preferred Stock shall be as follows:
(1)
One share of Class A Preferred Stock may be converted into five shares of common stock. However, if the price of common stock, or
the price of ADSs equivalent to the price of common stock, falls to $0.50 or less per share for 20 consecutive trading days, one
share of Class A Preferred Stock may be converted into ten shares of common stock.
(2)
Adjustment of the Number of Shares to be Converted The number of
shares to be converted shall be adjusted as follows if any of the events listed below occurs after the issuance of Class A Preferred
Stock.
If
the Company conducts a stock split, reverse stock split, or issuance through a shareholder allotment (hereinafter referred to as
“Stock Split, etc.”), the number of common shares to be delivered shall be adjusted using the following formula. Number
of Shares to be Delivered After Adjustment = Number of Shares to
be Delivered Before Adjustment × Ratio of Split or Reverse Split |
Proposal
No. 2: Issuance of Class A Preferred Shares by Third-Party Allotment
Subject
to approval of Proposal No. 1, the Company proposes issuance of Class A Preferred Shares to strengthen its financial position.
Details
| 1. | Type
and Number of Shares Class A Preferred Shares 4,000,000 shares |
| | |
| 2. | Payment
Amount USD $1.25 per share |
| 3. | Payment
Period May 1, 2026 – May 15, 2026 |
| | |
| 4. | Matters
Concerning the Increase in Capital Stock and Capital Reserve |
(1)
The amount of the increase in capital stock shall be one-half of the maximum allowable increase in capital stock, etc., with any
fraction less than one yen rounded up.
(2)
The amount of the increase in capital reserve shall be the amount remaining after subtracting the amount of the increase in capital
stock from the maximum allowable increase in capital stock, etc.
| 5. | Allotment
Method and Allottee |
All
shares shall be allotted by third-party allotment to: About Investment Pte. Ltd.
Proposal
3: Election of Two Directors Who Are Not Members of Audit and Supervisory Committee
In
order to reinforce the supervisory function on the Company’s management, we request the election of two Directors who are not Members
of Audit and Supervisory Committee. The election of all of the candidates becomes effective when Proposal 2 above is approved and the
payment for the issuance of Class A Preferred Shares at Proposal 2 is made during the payment period of May 1, 2026 to May 15, 2026.
Candidate
1): Lim Kien Leong (37 years old) 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.
Candidate
2): Jong Han Rey Foo (59 years old) Number of the Company’s shares held: 0
Mr.
Jong Han Rey Foo is a partner at KSCGP Juris LLP in Singapore. He was admitted to the Singapore Bar in 1992 and has been practicing law
for 25 years. Jong Han Rey Foo has been practicing corporate law, and his present areas of practice include conveyancing, corporate law
and civil litigation. After qualifying in 1990 as a Barrister, Jong Han Rey Foo obtained his Master of Law in Corporate and Commercial
Laws from Queen Mary College, University of London in 1991.
| Notes: |
1. |
There is no special interest
between the Company and the Director candidates. |
| |
|
|
| |
2. |
Lim Kien Leong and Jong Han Rey Foo are Independent
Director candidates. |
| |
|
|
| |
4. |
The reason for nominating Mr. Lim Kien Leong
as a candidate for Independent Director is that we expect him to fulfill supervising function over the management from a perspective
based on his experience and knowledge as an expert in corporate management accumulated through his career performing as CEO of TranSwap. |
| |
|
|
| 5. | The
reason for nominating Mr. Jong Han Rey Foo as a candidate for Independent Director is that
we expect him to fulfill supervising function over the management from a perspective based
on his experience and knowledge as an expert in corporate management accumulated through
his career serving as a partner at his law firm and his extensive experience as a barrister |
| | | |
| 6. | If
the election of Lim Kien Leong and Jong Han Rey Foo is approved, the Company plans to renew
the liability limitation agreement with both of them, which limits their liability to the
minimum amount prescribed under Article 425, paragraph (1) of the Companies Act. |
| | | |
| 7. | The
Company extends the Directors with Director and Officer Insurance stipulated Article 430-3,
paragraph (1) of the Companies Act and mitigates the respective Director’s probable
loss to be incurred by the remedy claims that Directors may encounter in the course of performing
duties of Directors. The Company extend insurance coverage to the Director candidates if
elected. |
End
Proxy
Form
To:
PicoCELA Inc.
I
hereby appoint [Shareholder Name] as my proxy and delegate the following authority.
1.
Please attend the Extraordinary General Meeting of Shareholders of PicoCELA Inc. to be held on Thursay, April 30, 2026, and exercise
your voting rights in accordance with my instructions (indicated by a circle) regarding the following agenda items.
However,
if no instructions regarding approval or disapproval of an agenda item are provided, or if an amendment to an agenda item is submitted,
I hereby grant you a blank proxy in either case.
2. Appoint a substitute representative.
Proposal
No. 1 Approve / Disapprove
Proposal
No. 2 Approve / Disapprove
Proposal
No. 3
Candidate
1) Approve / Disapprove
Candidate
2) Approve / Disapprove
End
| Date: April _______, 2026 |
|
| |
|
| Address: |
|
| |
|
| Name: |
|
| |
|
| Signature/Seal: |
|
