Registration No. 333-275675
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PIXIE DUST TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Japan | Not Applicable | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2-2-1 Yaesu, Chuo-ku Tokyo, Japan | 104-0028 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Second Series of Stock Acquisition Rights for Common Shares 2018
Second-2 Series of Stock Acquisition Rights for Common Shares 2018
Third Series of Stock Acquisition Rights for Common Shares 2019
Sixth Series of Stock Acquisition Rights for Common Shares 2020
Seventh Series of Stock Acquisition Rights for Common Shares 2020
(Full title of the plans)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Tel: (800) 221-0102
(Name, address, and telephone number, including area code, of agent for service)
With copies to:
Laura Anthony, Esq.
Craig D. Linder, Esq.
Anthony, Linder & Cacomanolis, PLLC
1700 Palm Beach Lakes Blvd., Suite 820
West Palm Beach, Florida 33401
561-514-0936
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
Pixie Dust Technologies, Inc. (the “Company”) is filing with the Securities and Exchange Commission (the “SEC”) this Post-Effective Amendment No. 1 in connection with the Form S-8 Registration Statement No. 333-275675, filed with the SEC on November 21, 2023 (the “Registration Statement”), relating to (i) 150,000 shares, no par value, of the Company common stock (“Common Stock”) issuable pursuant to the Company’s Second Series of Stock Acquisition Rights for Common Shares 2018, (ii) 12,000 shares of Common Stock issuable pursuant to the Company’s Second-2 Series of Stock Acquisition Rights for Common Shares 2018, (iii) 259,200 shares of Common Stock issuable pursuant to the Company’s Third Series of Stock Acquisition Rights for Common Shares 2019, (iv) 469,200 shares of Common Stock issuable pursuant to the Company’s Sixth Series of Stock Acquisition Rights for Common Shares 2020, and (v) 219,600 shares of Common Stock issuable pursuant to the Company’s Seventh Series of Stock Acquisition Rights for Common Shares 2020.
This Post-Effective Amendment No. 1 to the Registration Statement is being filed solely to deregister any and all securities previously registered under the Registration Statement that remain unexercised or otherwise unissued as of the date hereof, including without limitation, (i) 93,000 shares of the Common Stock issuable pursuant to the Company’s Second Series of Stock Acquisition Right for Common Shares 2018, (ii) 217,800 shares of Common Stock issuable pursuant to the Company’s Third Series of Stock Acquisition Rights for Common Shares 2019, (iii) 363,000 shares of Common Stock issuable pursuant to the Company’s Sixth Series of Stock Acquisition Right for Common Shares 2020, and (iv) 219,600 shares of Common Stock issuable pursuant to the Company’s Seventh Series of Stock Acquisition Rights for Common Shares 2020.
1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tokyo, Japan, on the 8th day of January, 2025.
| PIXIE DUST TECHNOLOGIES, INC. | |||
| By: | /s/ Yoichi Ochiai | ||
| Name: | Yoichi Ochiai | ||
| Title: | Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||
| /s/ Yoichi Ochiai | Chief Executive Officer and Director | January 8, 2025 | ||
| Yoichi Ochiai | (Principal Executive Officer) | |||
| /s/ Nobufusa Tarumi | Co-Chief Financial Officer | January 8, 2025 | ||
| Nobufusa Tarumi | (Principal Financial and Accounting Officer) | |||
| * | Co-Chief Financial Officer | January 8, 2025 | ||
| Nobuhiro Takagi | (Principal Financial and Accounting Officer) | |||
| * | Director | January 8, 2025 | ||
| Yusuke Murata | ||||
| * | Director | January 8, 2025 | ||
| Taiichiro Murakami | ||||
| * | Director | January 8, 2025 | ||
| Takayuki Hoshi | ||||
| * | Director | January 8, 2025 | ||
| Masayo Takahashi |
2
Signature of Authorized U.S. Representative of Registrant
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Pixie Dust Technologies, Inc. has signed this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 on January 8, 2025.
| COGENCY GLOBAL INC. | |||
| By: | * | ||
| Name: | Colleen A. De Vries | ||
| Title: | Senior Vice-President on behalf of Cogency Global Inc. | ||
| By: | /s/ Yoichi Ochiai | |
| Yoichi Ochiai | ||
| Attorney-in-fact* |
3
