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 ~~December~~January ~~2024~~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

On ~~December~~ 27January 15, ~~2024~~2025, Pixie Dust Technologies, Inc. (the “Company”) ~~reached~~resolved anto ~~agreement~~issue ~~with~~two ~~Suzuyo Group Finance Co., Ltd.~~ (~~the “Lender”~~2) toClass ~~obtain~~D1 ~~new~~Preferred ~~debt~~Shares ~~financing~~ (~~the~~ “~~New~~D1 ~~Debt~~Shares”), inby allotting ~~the~~one ~~amount of~~ (1.5) ~~billion~~D1 ~~yen.~~Share ~~The~~to ~~maturity~~Suzuyo ~~date of~~& ~~New~~Co., ~~Debt is March 14 2025~~Ltd. ~~The~~(“Suzuyo”) ~~foregoing~~and ~~description~~one of(1) ~~the~~D1 ~~New~~Share ~~Debt is subject~~ to ~~and~~Suzuyo ~~qualified~~Shoji inCo., ~~its entirety by reference to the~~Ltd. ~~full~~(“Suzuyo ~~text~~Shoji”), offor ~~the~~a ~~New~~total ~~Debt,~~subscription aamount ~~copy~~ of ~~which is attached hereto at Exhibit 10.~~1,.5 ~~and~~billion ~~the terms of which are incorporated by reference~~yen.

A copy of the press release announcing this issuance is attached hereto as Exhibit 99.1 to this report on Form 6-K.

The information in this report on Form 6-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this report in such filing.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this ~~press~~report ~~release~~on Form 6-K are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the Company’'s current expectations or beliefs concerning future events and actual events may differ materially from current expectations. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “aim,” “objective,” “goal,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Any such forward-looking statements are subject to various risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control, including but not limited to the strength of the economy, changes to the market for securities, the effects of inflation and its associated impact on prevailing interest rates, political or financial instability, and other factors which are set forth in the Company’'s prospectus that forms a part of the Registration Statement on Form F-1 (File No. 333-272476), as amended, and in all filings with the SEC made by the Company subsequent to the filing thereof (including, without limitation, the Company’s most recent annual report filed under cover of Form 20-F). The forward-looking statements included in this press release represent the Company’s views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its views to change. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this press release. The Company does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

Exhibit Index

Exhibit No.		Document
10.1		Loan Agreement, dated as of December 27, 2024, by and between Suzuyo Group Finance Co., Ltd. and the Registrant (English translation)
99.1		Press release of the Registrant, dated as of January 15, 2025
99.1		Press release of the Registrant, dated as of December 27, 2024

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: December 27, 2024	By:	/s/ Yoichi Ochiai
Date: January 15, 2025	By:	/s/ Yoichi Ochiai
	Name:	Yoichi Ochiai
	Title:	Chief Executive Officer

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