6-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of August 2025

CommissionFile Number: 001-42470

PicoCELAInc.

2-34-5Ningyocho, 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:

EXHIBITINDEX

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.

Exhibit99.1

PicoCELAInc. Issues Restricted Common Shares to MCC and You Planning

Tokyo,Japan, August 30, 2025 – On July 28, 2025, PicoCELA Inc. (“PicoCELA” or the “Company,” Nasdaq: PCLA), a Tokyo-based provider of enterprise wireless mesh solutions, entered into certain share subscription agreements (the “Share Subscription Agreements”) with MCC Venture Capital Limited Liability Company (“MCC”) and You Planning Limited Liability Company (“You Planning”), respectively. MCC and You Planning are Osaka-based venture capital firms. Pursuant to the Share Subscription Agreements, the Company agreed to issue each investor 649,351 common shares, totaling 1,298,702 common shares (the “Shares”), at a purchase price of JPY77 (or $0.52*) per share, for a respective total purchase price of JPY50,000,027 (or $336,882*) per each investor, on August 18, 2025. The aggregate amount of equity capital raised by these two issuances of Shares is JPY100,000,054 (or $673,764*). The issuances of Shares were closed on August 18, 2025.

Under the Share Subscription Agreements, the Shares are subject to six-month restriction starting August 18, 2025, during which they may not be transferred, converted into the Company’s American Depository Shares (“ADSs”) representing its common shares, or resold in the U.S. stock market where the Company’s common shares and ADSs are registered.

As of August 18, 2025, the number of common shares held by MCC and You Planning account for 5.6% and 3.7%, respectively, of the Company’s outstanding 34,614,207 common shares.

* In this press release, the Japanese yen amounts are converted into U.S. dollars using the rate of JPY148.42 per one U.S. dollar.

AboutPicoCELA Inc.

PicoCELA is a Tokyo-based provider of enterprise wireless mesh solutions, specializing in the manufacturing, installation, and services of mesh Wi-Fi access point devices. PicoCELA Backhaul Engine, the Company’s proprietary patented wireless mesh communication technology software, eliminates the need for extensive local area network cabling and enables flexible and easy installation of Wi-Fi network devices. PicoCELA also offers a cloud portal service, PicoManager, which allows users to monitor connectivity and communication traffic, as well as install edge-computing software on the Company’s PCWL mesh Wi-Fi access points.

CautionaryNote Regarding Forward-Looking Statements

Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions, and other factors discussed in the “Risk Factors” section of the Company’s filings with the U.S. Securities Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

PicoCELAInvestor Contact

global@picocela.com

Exhibit99.2

PicoCELAInc. Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency

Tokyo, Japan, August 30, 2025 – PicoCELA Inc. (“PicoCELA” or the “Company,” Nasdaq: PCLA), a Tokyo-based provider of enterprise wireless mesh solutions, today announced that the Company received a letter (the “Notification Letter”) from the Listings Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) on August 26, 2025, notifying the Company that it is not in compliance with the minimum bid price requirement as set forth under Nasdaq Listing Rule 5550(a)(2) for continued listing on Nasdaq. This press release is issued pursuant to Nasdaq Listing Rule 5810(b), which requires prompt disclosure upon the receipt of a deficiency notification.

Nasdaq Listing Rule 5550(a)(2) requires listed companies to maintain a minimum bid price of US$1.00 per share and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s American Depositary Shares (“ADSs”) for the 30 consecutive business days from July 15, 2025 to August 25, 2025, the Company no longer meets the minimum bid price requirement.

The Notification Letter does not impact the Company’s listing on the Nasdaq Capital Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until February 23, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company’s ADSs must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive business days. If the Company chooses to implement a reverse stock split in order to regain compliance, it must complete the split no later than ten business days prior to February 23, 2026. In the event the Company does not regain compliance by February 23, 2026, the Company may be eligible for additional time to regain compliance or may face delisting.

The Company’s operations are not affected by the receipt of the Notification Letter. The Company intends to monitor the closing bid price of its ADSs and may, if appropriate, consider implementing available options, including, but not limited to, implementing a reverse share split of its outstanding ADSs, to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.

AboutPicoCELA Inc.

PicoCELA is a Tokyo-based provider of enterprise wireless mesh solutions, specializing in the manufacturing, installation, and services of mesh Wi-Fi access point devices. PicoCELA Backhaul Engine, the Company’s proprietary patented wireless mesh communication technology software, eliminates the need for extensive LAN cabling and enables flexible and easy installation of Wi-Fi network devices. PicoCELA also offers a cloud portal service, PicoManager, which allows users to monitor connectivity and communication traffic, as well as install edge-computing software on the Company’s PCWL mesh Wi-Fi access points.

CautionaryNote Regarding Forward-Looking Statements

Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions, and other factors discussed in the “Risk Factors” section of the Company’s SEC filings. Any forward-looking statements contained in this press release speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

PicoCELAInvestor Contact

global@picocela.com