6-K - PCLA - Equibles

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 May 2026

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:

Form 20-F ☒ Form 40-F ☐

Convocationand 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:

Mattersto 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<br> 1	7,578,692	132,871	375
Proposal<br> 2	7,574,528	137,000	410
Proposal<br> 3 - Candidate 1)	7,579,079	132,625	234
Proposal<br> 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.

EXHIBITINDEX

Exhibit No.	Description
3.1	Amended Articles of Incorporation of the Registrant (English Translation)
99.1	Convocation<br> 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:<br> May 12, 2026	By:	/s/ Hiroshi Furukawa
	Name:	Hiroshi<br> Furukawa
	Title:	Chief<br> Executive Officer and Representative Director

Exhibit3.1

◇ PicoCELA Corporation Articles of Incorporation ◇

Prepared on July 20, 2008

Revised March 20, 2009

Revised January 31, 2012

Revised April 22, 2013

Revised February 28, 2014

Revised March 2, 2017

Revised July 1, 2017

Revised September 21, 2017

Revised July 19, 2018

Revised January 23, 2019

Revised January 30, 2020

Revised July 30, 2020

Revised August 18, 2020

Revised December 23, 2020

Revised December 24, 2021

Revised December 27, 2022

Revised July 31, 2023

Revised January 25, 2024

Revised July 17, 2024

Revised October 15, 2024

Revised October 24, 2024

Revised November 29, 2024

Revised September 30, 2025

Revised January 26, 2026

Revised February 24, 2026

Revised April 30, 2026

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Articles of Incorporation

Chapter 1 General Provisions

(Trade Name)

Article	1	The Company shall be known<br> as PicoCELA Corporation, and its English name shall be PicoCELA Inc.

(Purpose)

Article	2	The purpose of the Company<br> is to engage in the following business activities:
(1)	Planning,<br> development, sales, and maintenance of information and communication systems
---	---
(2)	Planning,<br> production, development, sales, leasing, rental, maintenance, and consulting services for<br> information and communication systems and software
(3)	Development,<br> manufacturing, sales, and import/export of communication and information processing equipment
(4)	Intermediation<br> in the sale, purchase, implementation, and licensing of intellectual property rights
(5)	All<br> incidental business related to the above items

(Head Office Location)

Article	3	The Company shall have its<br> head office in Chuo-ku, Tokyo.

(Organizations)

Article	4	In addition to the General<br> Meeting of Shareholders and the Board of Directors, the Company shall have the following organs:
(1)	Board<br> of Directors
---	---
(2)	Audit<br> and Supervisory Committee
(3)	Accounting<br> Auditor

(Method of Public Notice)

Article	5	The Company shall make public<br> notices by electronic means. However, in the event of an accident or other unavoidable circumstances preventing electronic publication,<br> notices shall be published in the Official Gazette.

Chapter 2 Stock

(Total Authorized Shares)

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| --- | | 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. | | --- | --- | --- |

(Acquisition of Own Shares)

Article	7	The Company may acquire its<br> own shares through market transactions, etc., by resolution of the Board of Directors pursuant to the provisions of Article 165, Paragraph<br> 2 of the Companies Act.

(Request for Entry of Shareholder Register Information)

Article	8	To request the entry or recording<br> of matters in the shareholder register, the acquirer of the Company’s shares must submit a request using the Company’s<br> prescribed form. This request must be jointly made by the acquirer and the person entered or recorded in the shareholder register as<br> the shareholder of the acquired shares, or their heir or other universal successor, who must sign or affix their seal to the request.<br> However, if the reason falls under those specified by Ministry of Justice ordinance, the acquirer may make the above request alone.

(Request for Registration of Pledge and Indication of Trust Property)

Article	9	To request registration of<br> a pledge or indication of trust property concerning shares issued by the Company, the parties must sign or affix their seal to a request<br> form in the format prescribed by the Company and submit it to the Company. The same procedure applies for cancellation of such registration<br> or indication.

(Fees)

Article	10	When making a request as<br> stipulated in the preceding two articles, the fees prescribed by the Company must be paid.

(Record Date)

Article	11	The Company shall deem shareholders<br> with voting rights listed or recorded in the final shareholder register as of the end of each fiscal year to be shareholders entitled<br> to exercise rights at the regular shareholders’ meeting for that fiscal year.
②	In<br> addition to the preceding paragraph, when necessary, the Company may, after prior public<br> notice, designate shareholders or registered pledgees of shares listed or recorded in the<br> final shareholder register as of a specified date as the shareholders or registered pledgees<br> of shares entitled to exercise rights.
---	---

(Shareholder Registry Administrator)

Article	12	The Company shall appoint<br> a Shareholder Register Administrator.
②	The<br> shareholder registry administrator and the location where its affairs are handled shall be<br> determined by resolution of the Board of Directors.
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| --- | | ③ | The preparation of the Company’s shareholder register and stock option register, their maintenance, and other matters concerning these registers shall be entrusted to the Shareholder Register Administrator and shall not be handled by the Company. | | --- | --- |

(Stock Handling Regulations)

Article	13	The handling of the Company’s<br> shares and related fees shall be governed by laws and regulations, these Articles of Incorporation, and the Share Handling Regulations<br> established by the Board of Directors.

Chapter 3 Class A Preferred Shares

(Distribution of Residual Assets)

Article	14	When distributing residual<br> assets, the Company shall distribute to holders of Class A Preferred Shares (hereinafter referred to as “Class A Preferred Shareholders”)<br> 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<br> Share (the “Class A Preferred Residual Distribution Amount”).If stock splits, consolidations, or similar events<br> occur, appropriate adjustments shall be made to prevent dilution.
②	In<br> the distribution described in the preceding paragraph, if the total amount of residual assets<br> distributed to Class A preferred shareholders and holders of registered pledges on Class<br> A preferred shares is less than the total amount of residual assets allocated to Class A<br> preferred shares, the Company shall distribute the residual assets in proportion to the shareholding<br> ratios of the Class A preferred shareholders and holders of registered pledges on Class A<br> preferred shares.
---	---
③	If<br> any residual assets remain after the distribution of the Class A Preferred Residual Asset<br> Distribution Amount to Class A Preferred Shareholders or holders of registered pledges of<br> Class A Preferred Shares, the Company shall distribute to such Class A Preferred Shareholders<br> or holders of registered pledges of Class A Preferred Shares, per Class A Preferred Share,<br> the amount of residual assets per share of Common Stock, multiplied by the number of shares<br> of Common Stock that could be received per share of Class A Preferred Stock if, at that time,<br> Common Stock were to be delivered to the Company in exchange for the Class A Preferred Stock<br> (rounded to the nearest hundredth).

(Measures in Case of Merger, Share Exchange, Share Transfer, Share Transfer to Third Party, or Company Split)

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| --- | | 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<br> shall have one (1) voting right per share at shareholders’ meetings.

(Stock Split, Stock Consolidation, and Subscription Rights)

Article	17	When the Company conducts<br> 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<br> stock.
②	When<br> the Company grants shareholders the right to receive an allocation of offered shares, the<br> right to receive an allocation of offered stock acquisition rights, or the right to receive<br> an allocation of bonds with stock acquisition rights, the Company shall, as appropriate in<br> each case, grant ordinary shareholders the right to receive an allocation of common stock,<br> stock acquisition rights for common stock, or bonds with stock acquisition rights for common<br> stock; and grant Class A preferred shareholders the right to receive an allocation of Class<br> A preferred stock, the right to receive an allocation of stock options for Class A preferred<br> stock, or the right to receive an allocation of bonds with stock options for Class A preferred<br> stock, respectively, simultaneously and in the same proportion.
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| --- | | 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<br> 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<br> shareholder (hereinafter referred to as “Conversion”), subject to the conditions set forth in Paragraph 2 of this Article.
②	The<br> 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

Chapter 3 General Meeting of Shareholders

(Convocation)

Article	19	The Company’s regular<br> shareholders’ meeting shall be convened in December each year. Extraordinary shareholders’ meetings shall be convened as<br> necessary.

(Record Date for Regular Shareholders’ Meetings)

Article	20	The record date for voting<br> rights at the Company’s regular general meeting of shareholders shall be September 30 of each year.

(Omission of Convening Procedures)

Article	21	A shareholders’ meeting<br> may be held without following the convening procedures if all shareholders entitled to exercise voting rights at that meeting consent.

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(Convening Authority and Chairperson)

Article	22	The President shall convene<br> the shareholders’ meeting and serve as its chairperson.
②	In<br> the event of an accident involving the President and Representative Director, another Director<br> shall convene the General Meeting of Shareholders and preside over it in accordance with<br> the order predetermined by the Board of Directors.
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(Method of Resolution)

Article	23	Resolutions at the shareholders’<br> meeting shall be adopted by a majority of the voting rights of shareholders present and entitled to exercise their voting rights, unless<br> otherwise provided by law or these Articles of Incorporation.
②	Resolutions<br> stipulated in Article 309, Paragraph 2 of the Companies Act shall be adopted by a majority<br> of two-thirds or more of the voting rights of shareholders present who hold one-third or<br> more of the total voting rights of shareholders entitled to exercise their voting rights.
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(Omission of Shareholders’ Meeting Resolutions)

Article	24	Where a proposal concerning<br> a matter intended to be resolved by a resolution of the shareholders’ meeting is made by a director or a shareholder, and all<br> shareholders entitled to exercise voting rights consent to such proposal in writing or by electromagnetic record, such proposal shall<br> be deemed to have been approved by a resolution of the shareholders’ meeting.

(Proxy Exercise of Voting Rights)

Article	25	A shareholder may appoint<br> one other shareholder of the Company as proxy to exercise their voting rights.
②	Shareholders<br> or proxies must submit a written document proving proxy authority to the Company for each<br> shareholders’ meeting.
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(Minutes of Shareholders’ Meetings)

Article	26	Minutes shall be prepared<br> for the proceedings of the shareholders’ meeting, recording the matters prescribed by laws and regulations, and shall be kept<br> at the Company’s head office for ten years.

Chapter 4 Directors and Board of Directors

(Number of Directors)

Article	27	The Company shall have no<br> more than seven directors.
②	Among<br> the directors referred to in the preceding paragraph, the number of directors who are Audit<br> Committee members shall not exceed three.
---	---

(Method of Appointment)

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| --- | | Article | 28 | Directors shall be elected by resolution of the General Meeting of Shareholders, divided into directors who are members of the Audit and Supervisory Committee and other directors. | | --- | --- | --- | | ② | Resolutions for the appointment of directors shall be adopted by a majority vote of the shareholders present who hold one-third or more of the voting rights of shareholders entitled to exercise their voting rights. | | --- | --- | | ③ | Resolutions for the appointment of directors shall not be made by cumulative voting. |

(Term of Office)

Article	29	The term of office for directors<br> (excluding directors who are members of the Audit and Supervisory Committee) shall end at the conclusion of the regular shareholders’<br> meeting for the final fiscal year ending within one year after their appointment.
②	The<br> term of office of a Director who is also an Audit Committee Member shall be until the conclusion<br> of the ordinary general meeting of shareholders for the final fiscal year ending within two<br> years after their appointment.
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③	The<br> term of office of a Director who is a member of the Audit and Supervisory Committee appointed<br> as a replacement for a Director who is a member of the Audit and Supervisory Committee who<br> resigned before the expiration of his/her term shall be until the expiration of the term<br> of the Director who is a member of the Audit and Supervisory Committee who resigned.
④	The<br> period during which the resolution appointing a replacement director serving as an Audit<br> and Supervisory Committee member remains effective shall be until the commencement of the<br> regular shareholders’ meeting for the final fiscal year ending within two years after<br> the appointment.

(Representative Directors and Directors with Specific Duties)

Article	30	The Board of Directors shall<br> select a Representative Director from among the directors (excluding directors who are Audit Committee Members) by resolution.
②	The<br> Board of Directors may, by resolution, designate from among the directors (excluding directors<br> serving as Audit and Supervisory Committee members) one President, Vice Presidents, and a<br> certain number of Senior Managing Directors and Managing Directors.
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③	Pursuant<br> to the provisions of Article 399-13, Paragraph 6 of the Companies Act, the Company may, by<br> resolution of the Board of Directors, delegate all or part of the decision-making regarding<br> important business operations to directors.

(Authority to Convene and Chair the Board of Directors)

Article	31	Unless otherwise provided<br> by law, the President shall convene the Board of Directors and serve as its chairperson.
②	In<br> the event of a vacancy or incapacity of the President and Representative Director, another<br> Director shall convene the Board of Directors and preside over it in accordance with the<br> order predetermined by the Board of Directors.
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(Notice of Board of Directors Meetings)

Article	32	Notice of the Board of Directors<br> meeting shall be given to each director at least three days prior to the meeting date. However, this period may be shortened in cases<br> of emergency.

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| --- | | ② | If all directors consent, a Board meeting may be held without following the convening procedures. | | --- | --- |

(Omission of Board Resolution)

Article	33	The Company shall deem a<br> resolution of the Board of Directors to have been adopted when the requirements of Article 370 of the Companies Act are satisfied.

(Minutes of Board Meetings)

Article	34	The gist of the proceedings<br> and the results of the Board of Directors meeting, as well as other matters prescribed by laws and regulations, shall be recorded in<br> the minutes, which shall be signed and sealed or electronically signed by the attending directors.

(Board of Directors Regulations)

Article	35	Matters concerning the Board<br> of Directors shall be governed by laws and regulations, these Articles of Incorporation, and the Board of Directors Regulations established<br> by the Board of Directors.

(Exemption from Liability of Directors)

Article	36	The Company may, pursuant<br> to the provisions of Article 426, Paragraph 1 of the Companies Act, exempt directors (including former directors) from liability for<br> damages arising from negligence in the performance of their duties, within the limits prescribed by law, by resolution of the Board<br> of Directors.
②	The<br> Company may enter into contracts with directors (excluding executive directors, etc.) to<br> limit liability for damages under Article 423, Paragraph 1 of the Companies Act, pursuant<br> to Article 427, Paragraph 1 of the same Act. However, the maximum amount of liability for<br> damages under such contracts shall be the minimum liability amount prescribed by law.
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(Compensation, etc.)

Article	37	The remuneration, bonuses,<br> and other property benefits received from the Company as compensation for the performance of duties (hereinafter referred to as “Remuneration,<br> etc.”) shall be determined by resolution of the General Meeting of Shareholders, distinguishing between directors who are members<br> of the Audit and Supervisory Committee and other directors.

Chapter 5 Audit and Supervisory Committee

(Notice of Audit and Supervisory Committee Meeting)

Article	38	Notice of meetings of the<br> Audit and Supervisory Committee shall be issued to each member of the Audit and Supervisory Committee at least three days prior to<br> the meeting date. However, this period may be shortened in cases of urgent necessity.
②	When<br> all Audit and Supervisory Committee members consent, the committee may be convened without<br> following the regular notice procedures.
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(Method of Resolution by the Audit and Supervisory Committee)

Article	39	Resolutions of the Audit<br> and Supervisory Committee shall be made by a majority vote of the Audit and Supervisory Committee members present, provided that a<br> majority of the Audit and Supervisory Committee members eligible to vote are present.

(Minutes of the Audit and Supervisory Committee)

Article	40	The gist of the proceedings<br> and the results of the Audit and Supervisory Committee meeting, as well as other matters prescribed by laws and regulations, shall<br> be recorded in the minutes. Attending Audit and Supervisory Committee members shall sign and affix their seals or provide electronic<br> signatures to these minutes.

(Audit and Supervisory Committee Regulations)

Article	41	Matters concerning the Audit<br> and Supervisory Committee shall be governed by the Audit and Supervisory Committee Regulations established by the Audit and Supervisory<br> Committee, in addition to those stipulated by laws and regulations or the Articles of Incorporation.

Chapter 6: Accounting Auditor

(Appointment of Accounting Auditor)

Article	42	The Company shall appoint<br> an Accounting Auditor.

(Appointment of the Accounting Auditor)

Article	43	The Accounting Auditor shall<br> be appointed by resolution of the General Meeting of Shareholders.

(Term of Office of the Accounting Auditor)

Article	44	The term of office of the<br> Accounting Auditor shall be until the conclusion of the regular shareholders’ meeting for the fiscal year ending within one year<br> after appointment.
②	Unless<br> otherwise resolved at the regular shareholders’ meeting referred to in the preceding<br> paragraph, the auditor shall be deemed to have been reappointed at that regular shareholders’<br> meeting.
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(Compensation of the Accounting Auditor)

Article	45	The remuneration, etc., of<br> the Accounting Auditor shall be determined by resolution of the Board of Directors with the consent of the Audit and Supervisory Committee.

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Chapter 7 Calculation

(Fiscal Year)

Article	46	The fiscal year of the Company<br> shall be from October 1 of each year to September 30 of the following year.

(Record Date for Dividend Distribution)

Article	47	The record date for the Company’s<br> year-end dividend shall be September 30 of each year.
②	The<br> record date for the Company’s interim dividends shall be March 31 of each year.
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③	In<br> addition to the preceding two paragraphs, dividends may be paid based on other record dates.

(Statute of Limitations for Dividends)

Article	48	If the dividend property<br> is money, the Company shall be released from its obligation to pay if the dividend remains unclaimed for a full three years after the<br> commencement of payment.

(Matters Not Provided for in the Articles of Incorporation)

Article	49	Matters not provided for<br> in these Articles of Incorporation shall be governed by the provisions of the Companies Act and other applicable laws and regulations.

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Supplementary Provisions

(Transitional Measures Concerning Liability Exemption for Auditors)

1. The Company may, within the limits prescribed by law, exempt auditors (including former auditors) from liability for damages under Article 423, Paragraph 1 of the Companies Act for acts performed prior to the conclusion of the Extraordinary General Meeting of Shareholders on September 30, 2025, by resolution of the Board of Directors.

2. Contracts limiting the liability for damages under Article 423, Paragraph 1 of the Companies Act for acts of auditors (including former auditors) prior to the conclusion of the Extraordinary General Meeting of Shareholders on September 30, 2025, shall continue to be governed by the provisions of Article 41, Paragraph 2 of the Articles of Incorporation as they existed prior to amendment by resolution of said Extraordinary General Meeting of Shareholders.

End

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Exhibit99.1

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<br> and Time: April 30, 2026 (Thursday) at 10:00 a.m.
2	Venue:<br> Room No. 4, Ningyocho Community Center
	2-14-5 Nihonbashi Ningyocho, Chuo-ku, Tokyo
3	Objective<br> of the Meeting
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	Matters<br> 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.

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Reference Materials Related to Solicitation of Proxy Voting Rights

1.	Solicitor<br> of Proxy Voting Rights

PicoCELA Inc.

Representative Director: Hiroshi Furukawa

2.	Proposals<br> and Reference Matters

Proposal No. 1 Partial Amendment to the Articles of Incorporation

1.	Reasons for the Proposal
(1)	Amendment<br> 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<br> 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.

(3)	Other<br> Amendments

Other necessary amendments, including changes to article numbers and chapter numbers, will be made.

2.	Details<br> of Amendments

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.)

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| --- | | 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). |

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| --- | | (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). | | --- |

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| --- | | (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. | | --- |

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| --- | | (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<br> and Number of Shares Class A Preferred Shares 4,000,000 shares
2.	Payment<br> Amount USD $1.25 per share

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| --- | | 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<br> Method and Allottee

All shares shall be allotted by third-party allotment to: About Investment Pte. Ltd.

Proposal3: 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.

Candidate1): 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.

Candidate2): 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<br> between the Company and the Director candidates.
	2.	Lim Kien Leong and Jong Han Rey Foo are Independent<br> Director candidates.
	4.	The reason for nominating Mr. Lim Kien Leong<br> as a candidate for Independent Director is that we expect him to fulfill supervising function over the management from a perspective<br> based on his experience and knowledge as an expert in corporate management accumulated through his career performing as CEO of TranSwap.
	5.	The<br> reason for nominating Mr. Jong Han Rey Foo as a candidate for Independent Director is that<br> we expect him to fulfill supervising function over the management from a perspective based<br> on his experience and knowledge as an expert in corporate management accumulated through<br> his career serving as a partner at his law firm and his extensive experience as a barrister
	6.	If<br> the election of Lim Kien Leong and Jong Han Rey Foo is approved, the Company plans to renew<br> the liability limitation agreement with both of them, which limits their liability to the<br> minimum amount prescribed under Article 425, paragraph (1) of the Companies Act.
	7.	The<br> Company extends the Directors with Director and Officer Insurance stipulated Article 430-3,<br> paragraph (1) of the Companies Act and mitigates the respective Director’s probable<br> loss to be incurred by the remedy claims that Directors may encounter in the course of performing<br> duties of Directors. The Company extend insurance coverage to the Director candidates if<br> elected.

End

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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.

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:

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