Shimizu Corp buys/reports 56,548 ADS in PicoCELA (PCLA) — stake now 1.4%

Rhea-AI Filing Summary

PicoCELA Inc. ownership update: Shimizu Corporation reports beneficial ownership of 56,548 ADS, representing 1.4% of the class. The filing states Shimizu owned 6.9% as of March 31, 2025 and that subsequent dilution reduced its stake below 5%, making this an exit filing.

The Schedule 13G lists sole voting and dispositive power for all 56,548 ADS and cites total outstanding common shares of 4,153,805 as of January 26, 2026 in a referenced Form 6-K.

Insights

Institutional Holdings Analyst

Passive holder reduced below 5% after dilution; current stake is 1.4%.

Shimizu Corporation reports sole voting and dispositive power over 56,548 ADS, equal to 1.4% of the ADS class. The filing also records an earlier 6.9% position as of March 31, 2025, with dilution cited thereafter.

Because this is a Schedule 13G passive disclosure, immediate market-impact implications are limited; subsequent filings or disclosures could clarify causes of dilution or future changes in ownership.

Key Figures

ADS owned: 56,548 ADS Percent of class: 1.4% Prior ownership: 6.9% +2 more

5 metrics

ADS owned 56,548 ADS Amount beneficially owned reported in Schedule 13G

Percent of class 1.4% Percent of ADS class based on filing

Prior ownership 6.9% Ownership reported as of March 31, 2025

Outstanding shares 4,153,805 shares Common shares outstanding as of January 26, 2026 (referenced Form 6-K)

Signature date 04/09/2026 Date the filing was signed by Satoshi Koyama

Key Terms

American depositary shares, Schedule 13G, exit filing

3 terms

American depositary shares market

"American depositary shares, each representing one common share"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Schedule 13G regulatory

"Item 1. (a) Name of issuer: PicoCELA Inc."

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

exit filing regulatory

"this also constitutes an exit filing for the Reporting Person"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

PicoCELA Inc.

(Name of Issuer)

American depositary shares, each representing one common share

(Title of Class of Securities)

71989C208

(CUSIP Number)

03/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 71989C208

1

Names of Reporting Persons

Shimizu Corporation

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 56,548.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 56,548.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

56,548.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.4 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Row 11 is based on 4,153,805 of the Issuer's common shares, no par value per share, outstanding as of January 26, 2026, as reported on the Issuer's Form 6-K filed with the Securities and Exchange Commission on January 20, 2026. Each of the Issuer's common shares are represented by one American depositary share. As of March 31, 2025, the Reporting Person owned 6.9% of the Issuer's outstanding common shares. As a result of subsequent dilution, the Reporting Person ceased to be the beneficial owner of more than 5% of the Issuer's outstanding common shares and, accordingly, this Schedule 13G also constitutes an exit filing for the Reporting Person.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: PicoCELA Inc.
(b)	Address of issuer's principal executive offices: 2-34-5 Ningyocho, SANOS Building, Nihonbashi, Chuo-ku, Tokyo, M0, 103-0013
Item 2.
(a)	Name of person filing: Shimizu Corporation
(b)	Address or principal business office or, if none, residence: 2-16-1 Kyobashi, Chuo-ku, Tokyo 104-8370, Japan
(c)	Citizenship: Japan
(d)	Title of class of securities: American depositary shares, each representing one common share
(e)	CUSIP Number(s): 71989C208
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 56,548
(b)	Percent of class: 1.4 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 56,548
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 56,548
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Shimizu Corporation

Signature:	/s/ Satoshi Koyama
Name/Title:	Satoshi Koyama, General Manager of the Finance Department
Date:	04/09/2026

FAQ

What does Shimizu Corporation disclose in the PCLA Schedule 13G?

The filing discloses Shimizu Corporation beneficially owns 56,548 ADS, equal to 1.4% of the class. It notes a prior 6.9% stake as of March 31, 2025 and that dilution reduced the holding below 5%.

Does Shimizu have voting or dispositive power for PCLA shares?

Yes. The Schedule 13G states Shimizu has sole voting and sole dispositive power for all 56,548 ADS reported. Shared voting and dispositive powers are listed as zero in the filing.

Why is this filing described as an "exit filing" for PCLA?

The filing explains Shimizu held 6.9% as of March 31, 2025 but subsequent dilution caused its stake to fall below 5%, so this Schedule 13G also serves as an exit filing under applicable reporting rules.

What baseline share count does the filing reference for PicoCELA (PCLA)?

The filing cites 4,153,805 common shares outstanding as of January 26, 2026, per a referenced Form 6-K. Each common share is represented by one ADS under the disclosed capital structure.