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 February 2025
Commission File Number 001-41749
PIXIE DUST TECHNOLOGIES, INC.
(Translation of registrant’s name into English)
Pixie Dust Technologies, Inc.
2-2-1 Yaesu, Chuo-ku
Tokyo, 104-0028, Japan
(Address of principal executive officer)
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
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Pixie Dust Technologies, Inc. (the “Company”) held its Extraordinary General Meeting of Shareholders (the “Meeting”) on February 18, 2025 at 9:15 a.m., Japan Standard Time (February 17, 2025 at 7:15 p.m., U.S. Eastern Standard Time) in Tokyo, Japan. The proposals considered at the Meeting are described in detail in the Notice of Convocation (the “Notice”) included as Exhibit 99.1 to the Company’s report on Form 6-K as filed with the U.S. Securities and Exchange Commission on January 24, 2025.
Present at the Meeting in person or by proxy were holders of:
| ● | 10,188,300 shares of the Company’s common stock for Proposal No.1, representing at least one-third (1/3) of the issued and exercisable outstanding shares the Company’s common stock as of December 21, 2024, the record date for the Meeting, and constituting a quorum under the Company’s Articles of Incorporation and the Companies Act of Japan; |
| ● | 9,695,777 shares of the Company’s common stock for Proposal No.2, representing at least one-third (1/3) of the issued and exercisable outstanding shares the Company’s common stock as of December 21, 2024, the record date for the Meeting, and constituting a quorum under the Company’s Articles of Incorporation and the Companies Act of Japan; |
| ● | 10,235,477 shares of the Company’s common stock for Proposals No.3 and No.4, representing at least one-third (1/3) of the issued and outstanding shares the Company’s common stock as of December 21, 2024, the record date for the Meeting, and constituting a quorum under the Company’s Articles of Incorporation and the Companies Act of Japan; and |
| ● | 10,235,477 shares of the Company’s common stock for Proposal No.5, representing at least majority of the issued and outstanding shares the Company’s common stock as of December 21, 2024, the record date for the Meeting, and constituting a quorum under the Company’s Articles of Incorporation and the Companies Act of Japan. |
The following proposals were voted upon, and the final results in respect of each such proposal are set forth below:
1. Share purchase (1)
Stockholders voted to approve Share purchase (1), as described in the Notice, in connection with the following voting results:
For | | Against | | Abstain | | Broker Non-Votes |
10,055,700 | | 132,600 | | 0 | | 0 |
2. Share purchase (2)
Stockholders voted to approve Share purchase (1), as described in the Notice, in connection with the following voting results:
For | | Against | | Abstain | | Broker Non-Votes |
9,556,707 | | 139,070 | | 0 | | 4,541,990 |
3. Reduction of capital and capital reserve
Stockholders voted to approve Reduction of capital and capital reserve, as described in the Notice, in connection with the following voting results:
For | | Against | | Abstain | | Broker Non-Votes |
10,094,548 | | 140,929 | | 0 | | 4,541,990 |
4. Partial amendment of the Articles of Incorporation
Stockholders voted to approve Reduction of capital and capital reserve, as described in the Notice, in connection with the following voting results:
For | | Against | | Abstain | | Broker Non-Votes |
10,100,832 | | 134,645 | | 0 | | 4,541,990 |
5. Election of Five (5) Directors
Masahiko Ito was elected to serve on the Company’s Board of Directors, in connection with the following voting results:
Nominee | | For | | Against | | Abstain | | Broker Non-Votes |
Masahiko Ito | | 10,066,477 | | 143,263 | | 25,737 | | 4,541,990 |
Signatures
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.
| PIXIE DUST TECHNOLOGIES, INC. |
| | |
Date: February 18, 2025 | By: | /s/ Yoichi Ochiai |
| Name: | Yoichi Ochiai |
| Title: | Chief Executive Officer |
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