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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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PicoCELA Inc. (Name of Issuer) |
Common Shares, no par value per share (Title of Class of Securities) |
71989C109 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 71989C109 |
| 1 | Names of Reporting Persons
Sojitz Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,264,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Row 11 is based on 27,215,505 of the Issuer's common shares, no par value per share, outstanding as of April 30, 2025, as reported on the Issuer's Form 6-K filed with the Securities and Exchange Commission on May 1, 2025. Each of the Issuer's common shares are represented by one American depositary share. As of March 31, 2025, the Reporting Person owned 5.1% 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
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| Item 1. | ||
| (a) | Name of issuer:
PicoCELA Inc. | |
| (b) | Address of issuer's principal executive offices:
2-34-5 Ningyocho, SANOS Building, NihonbashiChuo-ku, Tokyo 103-0013 Japan | |
| Item 2. | ||
| (a) | Name of person filing:
Sojitz Corporation | |
| (b) | Address or principal business office or, if none, residence:
1-1, Uchisaiwaicho 2-chome, Chiyoda-ku, Tokyo, Japan | |
| (c) | Citizenship:
Japan | |
| (d) | Title of class of securities:
Common Shares, no par value per share | |
| (e) | CUSIP No.:
71989C109 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
1,264,500 | |
| (b) | Percent of class:
4.6 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1,264,500 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1,264,500 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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