SEC Form 6-K filed by PicoCELA Inc.

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 July 2025

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:

PicoCELA Inc. Regains Compliance with Nasdaq Minimum Bid Price Requirement

As previously disclosed, on April 22, 2025, PicoCELA Inc. (the “Company”) received a deficiency letter from The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) because, for a period of 30 consecutive business days, the Company’s American depositary shares (“ADSs”), each representing one common share, failed to maintain a minimum bid price of $1.00 per ADS. According to Nasdaq Listing Rule 5810(c)(3)(A), the Company was given an initial period of 180 calendar days, or until October 20, 2025, to regain compliance with the Minimum Bid Price Requirement.

On June 25, 2025, the Company received a letter from Nasdaq stating that the Company has regained compliance with the Minimum Bid Price Requirement by maintaining a minimum closing bid price of the ADSs of $1.00 or greater per ADS for the last 10 consecutive business days, from June 10, 2025 to June 24, 2025, and that this matter is now closed.

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.