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 ~~January~~February 2026

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:

Form 20-F ☒

Form 40-F ☐

~~Reverse~~PicoCELA ~~Share~~Inc. ~~Split~~Regains Compliance with Nasdaq Minimum Bid Price Requirement

OnAs ~~December~~previously 29disclosed, on August 26, 2025, PicoCELA Inc. (the “Company”) ~~held~~received ~~the~~a ~~2026~~deficiency ~~annual~~letter ~~general~~from ~~meeting~~The ofNasdaq ~~shareholders~~Stock Market (~~the~~ “~~Meeting~~Nasdaq”)~~, at~~ ~~which~~indicating that the Company’s ~~shareholders~~was ~~resolved,~~not ~~among~~in ~~other~~compliance ~~things,~~with asNasdaq aListing ~~special~~Rule ~~resolution,~~5550(a)(2) (the ~~reverse share split (~~“~~Reverse~~Minimum ~~Share~~Bid ~~Split~~Price Requirement”) ofbecause, ~~all~~for ofa ~~the~~period ~~authorized,~~of ~~issued,~~30 ~~and~~consecutive ~~outstanding~~business ~~common~~days, ~~shares of~~ the Company’s ~~(collectively,~~American ~~the~~depositary shares (“~~Common Shares~~ADSs”), each atrepresenting ~~the~~one ~~reverse~~common share, ~~split~~failed ~~ratio~~to maintain a minimum bid price of $1~~-for-30,~~.00 toper beADS. ~~effective~~According onto ~~January~~Nasdaq ~~26,~~Listing ~~2026~~Rule 5810(~~“Effective Date”~~c).(3)(A), ~~The~~the ~~detailed~~Company ~~procedures~~was given an initial period of ~~the~~180 ~~reverse~~calendar ~~stock~~days, ~~split~~or ~~were~~until ~~delegated~~February to23, ~~the~~2026, ~~Company’s~~to ~~board~~regain ofcompliance ~~directors~~with (the ~~“Board”)~~Minimum Bid Price Requirement.

~~Reason~~On ~~for~~February ~~the~~10, ~~Reverse~~2026, ~~Share~~the ~~Split.~~Company ~~The~~received ~~Reverse~~a ~~Share~~letter ~~Split~~from ~~was~~Nasdaq ~~proposed~~stating so that the Company ~~can~~has ~~meet~~regained compliance with the ~~continued~~Minimum ~~listing~~Bid ~~standard~~Price ofRequirement ~~the~~by ~~Nasdaq~~maintaining ~~Stock~~a ~~Market~~minimum ~~LLC~~closing ~~(“Nasdaq”)~~bid ~~relating~~price toof the ~~minimum~~ADSs ~~bid~~of ~~price~~$1.00 ~~under~~or ~~Nasdaq Listing~~greater ~~Rule~~per ~~5550(a)(2)~~ADS (for the ~~“Minimum~~last ~~Bid~~10 ~~Price~~consecutive ~~Rule”)~~business days, from ~~and~~January 26, 2026 to ~~mitigate~~ ~~the~~February ~~risk~~9, of2026, ~~the~~and ~~Company~~that ~~being~~this ~~delisted~~matter ~~from~~is ~~the~~now ~~Nasdaq~~closed.

American Depositary Shares. The Company’s American depositary shares (“ADSs”), each representing one Common Share, will begin trading on a reverse share split-adjusted basis at the opening of the Nasdaq Capital Market on the Effective Date. The Company has instructed the ADS depositary bank, Citibank, N.A. (the “Depositary Bank”), not to change the current ratio of ADSs to Common Shares. Instead, each ADS will continue to represent one underlying Common Share, but the total number of ADSs outstanding will be reduced proportionately (the “ADS Reverse Split”). On the Effective Date, ADS holders of record in certified form will be required on a mandatory basis to surrender their ADSs to the Depositary Bank for cancellation and will receive one (1) new ADS in exchange for every thirty (30) existing ADSs then held in connection with the ADS Reverse Split. Holders of uncertificated ADSs in the Direct Registration System and in The Depository Trust Company will have their ADSs automatically exchanged and need not take any action. The exchange of every thirty (30) then-held (existing) ADSs for one (1) new ADS will occur automatically at the Effective Date, with the then-held ADSs being cancelled and new ADSs being issued by the Depositary Bank. Accordingly, the per-ADS market value is expected to increase proportionately, such that the aggregate economic interest of each ADS holder in the Company will remain unchanged. No new fractional ADSs will be issued in connection with the ADS Reverse Split. Instead, fractional entitlements to new ADSs will be aggregated and sold by the Depositary Bank and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the Depositary Bank.

Symbol; CUSIP Number. The Company’s ADSs will continue to trade on the Nasdaq Capital Market under the same symbol “PCLA” with a new CUSIP Number, 71989C208.

Authorized Common Shares. At the Effective Date, the Company’s authorized Common Shares will be consolidated at the ratio of 30-for-1, and the authorized Common Shares of the Company will become 4,615,224 Common Shares.

Capitalization. As of January 20, 2026, the Company had 124,614,207 Common Shares issued and outstanding. As a result of the Reverse Share Split, upon the Effective Date, there will be approximately 4,153,805 Common Shares issued and outstanding.

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.

	PicoCELA Inc.
Date: January 20, 2026	By:	/s/ Hiroshi Furukawa
Date: February 11, 2026	By:	/s/ Hiroshi Furukawa
	Name:	Hiroshi Furukawa
	Title:	Chief Executive Officer and Representative Director

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