Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on November 21, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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, 104-0028, Japan

Not Applicable

(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:

Barbara A. Jones, Esq.

Greenberg Traurig, LLP

1840 Century Park East, Suite 1900

Los Angeles, California 90067

Tel: (310) 586-7700

Fax: (310) 586-7800

Koji Ishikawa

Greenberg Traurig Tokyo Law Offices

Meiji Yasuda Seimei Building, 21F

2-1-1 Marunouchi, Chiyoda-ku

Tokyo 100-0005, Japan

Tel: +81(0)3-4510-2200

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. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.

Plan Information.

The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in each plan set forth on the cover page of this registration statement on Form S-8 (this “Registration Statement”) as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Under the rules of the U.S. Securities and Exchange Commission (the “Commission”), such documents are not required to be, and are not, filed with the Commission but constitute, together with the documents incorporated by reference into this Registration Statement, a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2.

Registration Information and Employee Plan Annual Information.

The registrant will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Those documents are incorporated by reference in the Section 10(a) prospectus. Requests should be directed to Pixie Dust Technologies, Inc., at 2-2-1 Yaesu, Chuo-ku, Tokyo, 104-0028, Japan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

Pixie Dust Technologies, Inc., a joint stock corporation with limited liability organized under the laws of Japan (the “Company”), hereby incorporates by reference the following information and documents previously filed with the Commission into this Registration Statement:

	●	The Company’s Annual Report on Form 20-F dated November 16, 2023 (File No. 001-41749) filed with the Commission, which contains audited financial statements for the Company’s latest fiscal year;

	●	The Company’s reports on Form 6-K filed with the Commission on August 1, 2023 (excluding Exhibit 99.1 thereof), August 4, 2023 (excluding Exhibit 99.1 thereof), September 19, 2023 (excluding Exhibit 99.1 thereof), and November 17, 2023 (excluding Exhibit 99.1 thereof); and

	●	The description of common shares, no par value, of the Company, contained in the Company’s Registration Statement on Form 8-A (File No. 001-41749) filed with the Commission on July 19, 2023, under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

Article 330 of the Companies Act of Japan (the “Companies Act”) makes the provisions of Part III, Chapter 2, Section 10 of the Civil Code of Japan applicable to the relationship between the Company and its directors and corporate auditors. Section 10 of the Civil Code, among other things, provides in effect that:

Any director or corporate auditor of a company may demand advance payment of expenses considered necessary for the management of the affairs of such company entrusted to the director or corporate auditor;

If a director or a corporate auditor of a company has defrayed any expenses considered necessary for the management of the affairs of such company entrusted to the director or corporate auditor, the director or corporate auditor may demand reimbursement therefor and interest thereon after the date of payment from such company;

If a director or a corporate auditor has assumed an obligation necessary for the management of the affairs of such company, the director or corporate auditor may require such company to perform it in the director or corporate auditor’s place or, if it is not due, to furnish adequate security; and

If a director or a corporate auditor, without any fault on the director or corporate auditor’s part, sustains damage through the management of the affairs of such company, the director or corporate auditor may demand compensation therefor from such company.

II-1

In accordance with the Company’s Articles of Incorporation, and pursuant to the provisions of Article 427 of the Companies Act, the Company is authorized to enter into agreements with non-executive directors and corporate auditors, respectively, to limit his or her liability to the Company for loss or damage arising from the conduct specified under Article 423 of the Companies Act; provided that, the amount of such limited liability is either: (i) an amount set out in the agreement which shall be not less than one million (1,000,000) yen, or (ii) the amount stipulated in applicable laws and regulations, whichever is higher.

In addition, the Company’s Articles of Incorporation include limitation of liability provisions, pursuant to which the Company can exempt, by resolution of its board of directors, its independent directors and corporate auditors from liabilities arising in connection with any failure to execute their respective duties in good faith or due to simple negligence (excluding gross negligence and willful misconduct), within the limits stipulated by applicable laws and regulations including Article 426, Paragraph 1 of the Companies Act.

The Company maintains, at its own expense, a directors’ and officers’ liability insurance policy for each of its directors and corporate auditors. The policy insures each of the Company directors and corporate auditors against certain liabilities that they may incur in their capacity as a director or corporate auditor.

The Company has entered into a customary liability limitation agreement with each of its outside directors (Yusuke Murata and Masayo Takahashi) and outside corporate auditors (Kazuyoshi Takeya, Akiko Ito and Seiichi Koike) which limits the maximum amount of their liability to an amount stipulated in laws and regulations.

Item 7.

Exemption from Registration Claimed.

Not applicable.

II-2

Item 8.

Exhibits.

		Incorporated by Reference to
Exhibit Number	Description	Form	File No.	Exhibit	Filing Date

4.1	Articles of Incorporation of the Registrant (English translation)	F-1/A	333-272476	3.1	07/28/2023

4.2	Deposit Agreement among the Registrant, the depositary, and holders of the American Depositary Receipts	6-K	001-41749	4.1	08/04/2023

4.3	Specimen American Depositary Receipt of the Registrant (included as Exhibit A in Exhibit 4.2)	6-K	001-41749	4.1	08/04/2023

4.4	Form of Warrant to Purchase American Depositary Shares (English translation)	F-1/A	333-272476	4.3	07/28/2023

4.5	Form of Stock Acquisition Rights Allotment Agreement (including terms and conditions thereof) for the Company’s Second Series of Stock Acquisition Rights for Common Shares 2018, Second-2 Series of Stock Acquisition Rights for Common Shares 2018, and Third Series of Stock Acquisition Rights for Common Shares 2019 (English translation)	F-1/A	333-272476	10.6	07/28/2023

4.6*	Form of Sixth Series Stock Acquisition Rights Allotment Agreement (including terms and conditions thereof) (English translation)

4.7*	Form of Stock Acquisition Rights Trust Agreement for Market Value Issuance for the Company’s Sixth Series of Stock Acquisition Rights for Common Shares 2020 (English translation)

4.8*	Form of Seventh Series Stock Acquisition Rights Allotment Agreement (including terms and conditions thereof) (English translation)

5.1*	Opinion of Greenberg Traurig Tokyo Law Offices

23.1*	Consent of Baker Tilly US, LLP

23.2*	Consent of Greenberg Traurig Tokyo Law Offices (included within the opinion filed as Exhibit 5.1)

24.1*	Power of attorney for directors and officers of the Company (included on the signature page to this Registration Statement)

107*	Filing Fee Table

* Filed herewith.

II-3

Item 9.

Undertakings.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) For the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) It will remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-4

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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tokyo, Japan, on the 21^st day of November, 2023.

	PIXIE DUST TECHNOLOGIES, INC.

	By:	/s/ Yoichi Ochiai
		Name: Yoichi Ochiai
		Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Messrs. Yoichi Ochiai and Mamoru Miwa, and each of them, as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign this Registration Statement on Form S-8 and any and all amendments thereof (including post-effective amendments), and to file the same, with the exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing required and necessary to be done in and about the foregoing as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this 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	November 21, 2023
Yoichi Ochiai	(Principal Executive Officer)

/s/ Mamoru Miwa	Chief Financial Officer	November 21, 2023
Mamoru Miwa	(Principal Financial Officer)

/s/ Nobuhiro Takagi	Chief Accounting Officer	November 21, 2023
Nobuhiro Takagi	(Principal Accounting Officer)

/s/ Yusuke Murata	Director	November 21, 2023
Yusuke Murata

/s/ Taiichiro Murakami	Director	November 21, 2023
Taiichiro Murakami

/s/ Takayuki Hoshi	Director	November 21, 2023
Takayuki Hoshi

/s/ Masayo Takahashi	Director	November 21, 2023
Masayo Takahashi

II-5

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 Registration Statement on Form S-8 on November 21, 2023.

COGENCY GLOBAL INC.

By:	/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Senior Vice-President on behalf of Cogency Global Inc.

II-6

Exhibit 4.6

Series Six Stock Acquisition Rights Allotment Agreement

Pixie Dust Technologies, Inc. (hereinafter referred to as “Party A”) and Nozomi Accounting Firm, a tax accountant corporation acting as trustee under the Stock Acquisition Rights Trust Agreement for Market Value Issuance (A01 to A03) (hereinafter referred to as “Party B”), hereby enter into this Stock Acquisition Rights Allotment Agreement (hereinafter referred to as the “Agreement”) based on the resolution of the extraordinary shareholders’ meeting dated April 21, 2020. In addition, Party A, Party B, Yoichi Ochiai, Taiichiro Murakami and Takayuki Hoshi entered into a Stock Acquisition Rights Trust Agreement for Market Value Issuance (A01 to A03) on April 23, 2020, which shall be collectively referred to as the “Trust Agreements” below.

Article 1. Purpose

The purpose of this Agreement is to provide for the total number of stock acquisition rights (hereinafter referred to as the “Stock Acquisition Rights”) to be issued by Party A to Party B under a separate Trust Agreement and other matters.

Article 2. Contents of the Stock Acquisition Rights

The contents of the Stock Acquisition Rights shall be as set forth in the separate sheet entitled “Pixie Dust Technologies, Inc. Series 6 Stock Acquisition Rights Issuance Terms” (hereinafter referred to as the “Terms”), unless otherwise provided for in this Agreement.

Article 3. Number of Stock Acquisition Rights, etc.

1. The number of Stock Acquisition Rights allocated to Party B shall be [___] for A01, [___] for A02, and [___] for A03 (a total of [___]).

2. The type and number of shares underlying the Stock Acquisition Rights allocated to Party B shall be one common share of Party A per Stock Acquisition Right.

3. Party B shall accept all of the Stock Acquisition Rights allocated to it.

4. By the payment date for the money in exchange for the Stock Acquisition Rights (as provided for in Article 8 of the Terms), Party B shall pay into a bank account designated by Party A an amount calculated by multiplying the issuance price per one Stock Acquisition Right by the number of subscriptions set forth in Paragraph 1 of this Article.

Article 4. Restrictions on Right of Exercise and Method of Exercise

Party B may not exercise the Stock Acquisition Rights allocated to it.

Article 5. Prohibition on Transfer of Rights

Notwithstanding the provisions of Article 3(5) of the Terms, Party B may not transfer, pledge or otherwise dispose of the Stock Acquisition Rights; provided, however, that this shall not apply to payments to beneficiaries under the Trust Agreements.

Article 6. Non-Issuance of Stock Acquisition Rights Certificates

1. Except as otherwise provided by Party A, Party A shall not issue stock acquisition rights certificates representing the Stock Acquisition Rights.

2. Party B shall not request Party A to issue stock acquisition rights certificates.

Article 7. Compliance with Related Laws and Regulations

Party B shall comply with all related laws and regulations and all internal rules and regulations of Party A with respect to the custody of the Stock Acquisition Rights and payments to beneficiaries under the Trust Agreements.

Article 8. Taxes and Expenses

Party B shall bear all taxes and expenses imposed in connection with the Stock Acquisition Rights.

Article 9. Amendment of Agreement

1. Party A may amend this Agreement within the scope permitted by law in accordance with procedures required by law and its internal rules.

2. Notwithstanding the provisions of the preceding paragraph, Party A may at any time change details regarding the exercise of the Stock Acquisition Rights.

Article 10. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with Japanese law, and any disputes arising in connection with this Agreement shall be resolved through sincere consultation between Party A and Party B. If it becomes necessary to resort to litigation, the Tokyo District Court shall have exclusive jurisdiction over such litigation in the first instance.

In witness whereof, one copy of this Agreement has been executed, with Party A retaining the original and Party B retaining a copy thereof.

April 30, 2020

	Party A:

	Kanda Misaki-cho 2-20-5, Chiyoda-ku, Tokyo
	Pixie Dust Technologies Inc.
	Representative Director: /s/ Yoichi Ochiai
	[seal]

	As Trustee under the Trust Agreement (A01)

	Party B:

	NDK Ichinohashidai Building 2F, Ueno 2-11-16, Taito-ku, Tokyo
	Nozomi Accounting Firm
	Representative Member: /s/ Eitaro Kaneno
	[seal]

	As Trustee under the Trust Agreement (A02)

	Party B:

	NDK Ichinohashidai Building 2F, Ueno 2-11-16, Taito-ku, Tokyo
	Nozomi Accounting Firm
	Representative Member: /s/ Eitaro Kaneno
	[seal]

	As Trustee under the Trust Agreement (A03)

	Party B:

	NDK Ichinohashidai Building 2F, Ueno 2-11-16, Taito-ku, Tokyo
	Nozomi Accounting Firm
	Representative Member: /s/ Eitaro Kaneno
	[seal]

Pixie Dust Technologies, Inc.

Series 6 Stock Acquisition Rights Issuance Terms

1.	Number of Stock Acquisition Rights

[___]

The total number of shares that can be received by exercising the Stock Acquisition Rights shall be [___] common shares of the Company, and if the number of shares granted under the Stock Acquisition Rights is adjusted pursuant to 3. (1) below, the number shall be the adjusted number of shares granted multiplied by the number of Stock Acquisition Rights.

2.	Money to Be Paid in Exchange for Stock Acquisition Rights

The issuance price per Stock Acquisition Right shall be [___] yen. This amount was determined with reference to the results calculated by Plutus Consulting Co., Ltd., a third-party valuation agency, using a Monte Carlo simulation, a general option pricing model, taking into account the Company’s stock price information and other factors.

3.	Contents of Stock Acquisition Rights

(1)

Type and Number of Shares Underlying Stock Acquisition Rights

The number of shares underlying each Stock Acquisition Right (hereinafter referred to as the “Number of Granted Shares”) shall be one common share of the Company.

The Number of Granted Shares shall be adjusted in accordance with the following formula in the event that the Company conducts a stock split (including a free allotment of common shares; hereinafter the same) or a stock consolidation after the allotment date of the Stock Acquisition Rights. However, such adjustment shall only be made with respect to the number of shares underlying unexercised Stock Acquisition Rights at that time, and any fraction less than one share resulting from such adjustment shall be rounded down.

Adjusted Number of Granted Shares = Pre-adjustment Number of Granted Shares x Split (or Consolidation) Ratio

In addition, if the Company conducts a merger, company split or reduction in capital after the allotment date of the Stock Acquisition Rights or if it is necessary to adjust the Number of Granted Shares in a manner similar to these cases, the Number of Granted Shares shall be appropriately adjusted within a reasonable range.

(2)

Value or Calculation Method of Property Contributed Upon Exercise of Stock Acquisition Rights

The value of property contributed upon exercise of Stock Acquisition Rights shall be an amount equal to the exercise price per share (hereinafter referred to as “Exercise Price”) multiplied by the Number of Granted Shares.

The Exercise Price shall be [___] yen.

In addition, if the Company conducts a stock split or stock consolidation after the allotment date of the Stock Acquisition Rights, the Exercise Price shall be adjusted in accordance with the following formula and any fraction less than one yen resulting from such adjustment shall be rounded up.

In addition, if the Company issues new shares or disposes of treasury shares at a price below the market value of its common shares after the allotment date of the Stock Acquisition Rights (excluding the issuance of new shares and disposal of treasury shares based on the exercise of Stock Acquisition Rights and the transfer of treasury shares through a stock exchange), the Exercise Price shall be adjusted in accordance with the following formula and any fraction less than one yen resulting from such adjustment shall be rounded up.

In the above formula, “Number of Shares Already Issued” refers to the number of common shares of the Company minus the number of treasury shares of common shares of the Company, and in the case of disposal of treasury shares of common shares of the Company, “Number of New Shares Issued” shall be read as “Number of Treasury Shares to Be Disposed Of.”

Furthermore, in addition to the above, if the Company conducts a merger with another company, a company split, or other actions that require adjustment of the Exercise Price in a manner similar to these cases after the allotment date of the Stock Acquisition Rights, the Company may appropriately adjust the Exercise Price within a reasonable range.

(3)

Period During Which Stock Acquisition Rights May Be Exercised

The period during which Stock Acquisition Rights may be exercised (hereinafter referred to as the “Exercise Period”) shall be from April 30, 2020 to April 29, 2030 (provided that if the last day is not a bank business day, it shall be the preceding bank business day).

(4)

Matters Concerning Increase in Capital Stock and Capital Reserve Upon Issuance of Shares by Exercise of Stock Acquisition Rights

①

The amount by which capital stock will increase upon issuance of shares by exercise of Stock Acquisition Rights shall be one-half of the maximum amount by which capital stock and other items may increase calculated in accordance with Article 17, Paragraph 1 of the Regulation on Corporate Accounting. If any fraction less than one yen results from such calculation, it shall be rounded up.

②

The amount by which capital reserve will increase upon issuance of shares by exercise of Stock Acquisition Rights shall be equal to the maximum amount by which capital stock and other items may increase as set forth in ① above minus the amount by which capital stock will increase as set forth in ① above.

(5)

Restriction on Acquisition of Stock Acquisition Rights by Transfer

Acquisition of Stock Acquisition Rights by transfer shall require approval by resolution of the Board of Directors of the Company.

(6)

Conditions for Exercise of Stock Acquisition Rights

①

The person who has been allocated the Stock Acquisition Rights (hereinafter referred to as the “Trustee”) may not exercise the Stock Acquisition Rights and, except as otherwise provided in the Terms, only persons who have been granted the Stock Acquisition Rights from the Trustee (hereinafter referred to as the “Stock Acquisition Rights Holder”) may exercise the Stock Acquisition Rights.

②

If any one of the following events occurs between the allotment date and October 31, 2021, the Stock Acquisition Rights Holder may not exercise all remaining Stock Acquisition Rights.

(a)

When new shares or disposal of treasury shares are issued at a price below [___] yen (provided that such price is appropriately adjusted in accordance with (2) above) (excluding cases where the payment amount is considered to be particularly advantageous under Article 199(3) and Article 200(2) of the Companies Act and where such price is considered to differ from that for common shares and where such issuance or disposal is made through shareholder allotment).

(b)

When stock acquisition rights or bonds with stock acquisition rights are issued or disposed (limited to cases where common share prices fall below [___] yen (provided that such price is appropriately adjusted in accordance with (2) above) when calculating common share prices as a prerequisite for determining conditions for such stock acquisition rights or bonds with stock acquisition rights).

(c)

When transactions involving sales or other transactions at a price below [___] yen (provided that such price is appropriately adjusted in accordance with (2) above) are conducted when common shares underlying Stock Acquisition Rights are not listed on any financial instruments exchange (excluding cases where transactions are conducted at a significantly lower price than market prices at that time).

③

At the time when the Stock Acquisition Rights Holder exercises its rights, it must still be a director or employee of either Party A or its subsidiary or affiliate. However, this shall not apply if resignation due to expiration of term, retirement due to reaching retirement age or other justifiable reasons are recognized by resolution of the Board of Directors.

④

Exercise by heirs is not permitted.

⑤

If exercising the Stock Acquisition Rights would cause total number issued shares to exceed total number possible issued shares at that time, then exercising such Stock Acquisition Rights is not possible.

⑥

Exercising less than one unit per each Stock Acquisition Right is not possible.

Allotment Date for Stock Acquisition Rights

April 30, 2020

Matters Concerning Acquisition of Stock Acquisition Rights

(1)

If a merger agreement in which Party A becomes an extinct company, a company split agreement or plan in which Party A becomes a split company, or a stock exchange agreement or stock transfer plan in which Party A becomes a wholly-owned subsidiary is approved by resolution at a general meeting of shareholders (or by resolution at the Board of Directors if approval by a general meeting of shareholders is not required), then Party A may acquire all remaining Stock Acquisition Rights for free on a date separately determined by resolution of the Board of Directors.

(2)

If the Stock Acquisition Rights Holder is unable to exercise the Stock Acquisition Rights due to provisions set forth in 3. (6) above before exercising its rights, then Party A may acquire the Stock Acquisition Rights for free.

Handling of Stock Acquisition Rights in the Event of Organizational Restructuring

If Party A conducts a merger (limited to cases where Party A becomes extinct due to merger), absorption-type split, incorporation-type split, stock exchange or stock transfer (collectively referred to as “Organizational Restructuring”), then on the effective date of Organizational Restructuring, Party A shall grant stock acquisition rights of each respective corporation listed in Article 236(1)(viii)(a) through (e) of the Companies Act (hereinafter referred to as “Reorganization Target Corporation”) to Stock Acquisition Rights Holder under the following conditions. However, this shall be limited to cases where it has been stipulated in absorption-type merger agreement, incorporation-type merger agreement, absorption-type split agreement, incorporation-type split plan, stock exchange agreement or stock transfer plan that stock acquisition rights for Reorganization Target Corporation will be granted in accordance with following conditions.

(1)

Number of Stock Acquisition Rights for Reorganization Target Corporation to Be Granted The same number as number of Stock Acquisition Rights held by each Stock Acquisition Rights Holder shall be granted respectively.

(2)

Type of Shares Underlying Stock Acquisition Rights for Reorganization Target Corporation Common shares of Reorganization Target Corporation shall be used.

(3)

Number of Shares Underlying Stock Acquisition Rights for Reorganization Target Corporation

The number shall be determined in accordance with conditions for Organizational Restructuring and in accordance with 3. (1) above.

(4)

Value or Calculation Method for Property Contributed Upon Exercise of Stock Acquisition Rights

The value of property contributed upon exercise of each Stock Acquisition Right granted shall be an amount equal to post-reorganization Exercise Price obtained by adjusting Exercise Price set forth in 3. (2) above taking into account conditions for Organizational Restructuring multiplied by number of shares underlying such Stock Acquisition Rights determined in accordance with 6. (3) above.

(5)

Period During Which Stock Acquisition Rights May Be Exercised

The period shall be from later date between first day set forth in 3. (3) above and effective date of Organizational Restructuring until last day set forth in 3. (3) above.

(6)

Matters Concerning Increase in Capital Stock and Capital Reserve Resulting from Issuance of Shares Through Exercise of Stock Acquisition Rights

These matters shall be determined in accordance with 3. (4) above.

(7)

Restriction on Acquisition of Stock Acquisition Rights by Transfer

Acquisition by transfer shall require approval by resolution of the Board of Directors for Reorganization Target Corporation.

(8)

Other Conditions for Exercise of Stock Acquisition Rights

These conditions shall be determined in accordance with 3. (6) above.

(9)

Reasons and Conditions for Acquisition of Stock Acquisition Rights

These reasons and conditions shall be determined in accordance with 5 above.

(10)

Other conditions shall be determined in accordance with conditions for Reorganization Target Corporation.

Matters Concerning Stock Acquisition Rights Certificates for Stock Acquisition Rights

The Company shall not issue Stock Acquisition Rights Certificates for its Stock Acquisition Rights

Payment Date for Money to Be Paid in Exchange for Stock Acquisition Rights

April 30, 2020

END

Exhibit 4.7

Stock Acquisition Rights Trust Agreement for Market Value Issuance (A[___])

Yoichi Ochiai, Taiichiro Murakami, and Takayuki Hoshi (hereinafter collectively referred to as the “Trustors”), Nozomi Accounting Firm (hereinafter referred to as the “Trustee”), and Pixie Dust Technologies, Inc. (hereinafter referred to as the “Issuer” or “Trust Administrator” depending on the context) hereby enter into this trust agreement without beneficiaries as set forth below (hereinafter referred to as the “Agreement”).

Article 1. (Purpose of Trust)

The purpose of this Agreement is for the Trustee to hold the market value issuance of stock acquisition rights issued in exchange for the trust property contributed by the Trustors until the Delivery Standard Date (as defined in Article 4, Paragraph 1) and to deliver them to the designated person (hereinafter referred to as the “Beneficiary”) from among the Beneficiary Candidates based on the provisions of Article 4, Paragraph 1 on the Delivery Standard Date. In this Agreement, “Beneficiary Candidate” means a director or employee of the Issuer and its subsidiaries and affiliates (hereinafter collectively referred to as “Beneficiary Candidate”) as of the Delivery Standard Date; provided, however, that under no circumstances shall a Trustor or Trustee or their relatives be included as a Beneficiary Candidate.

Article 2. (Establishment of Trust)

1. The Trustors shall entrust JPY[___] (hereinafter referred to as the “Trust Property”) to the Trustee between the date of this Agreement and the payment date specified in Article 3, Paragraph 1, and the Trustee shall manage such Trust Property until the Delivery Standard Date and entrust it to the Beneficiary on the Delivery Standard Date. (This trust is hereinafter referred to as this “Trust".)

2. The Trustee may take any action it deems necessary to achieve the purpose of this Trust.

Article 2-2. (New Trustee)

If any of the events specified in Article 56, Paragraph 1 of the Trust Act occurs with respect to the Trustee, the Trust Administrator shall designate a new trustee. In addition, if there are significant obstacles to performing trustee duties due to circumstances such as being missing or out of contact for more than one month, it shall be deemed that an event terminating trustee duties has occurred pursuant to Article 56, Paragraph 1, Item 7 of the Trust Act.

Article 3. (Method of Managing Trust Property)

1. The Trustee shall accept [___] units of the Series 6 Stock Acquisition Rights allotted by the Issuer (hereinafter referred to as the “Stock Acquisition Rights”) in accordance with the provisions of a stock acquisition rights allotment agreement prescribed by the Issuer and pay JPY[___] from the Trust Property as payment for the Stock Acquisition Rights by April 30, 2020 (hereinafter referred to as the “Payment Date”) and acquire the Stock Acquisition Rights by managing them as stock acquisition rights. The management of the Stock Acquisition Rights shall be carried out in accordance with Article 272-2 of the Companies Act.

2. The Trustee shall manage Trust Property other than money or other movable property that cannot be registered or registered with a trust by clearly distinguishing it from its own property and property belonging to trusts other than this Trust by means of accounting. However, the Trustee may jointly manage money with stock acquisition rights trust agreements for market value issuance ([___] and [___]) entered into simultaneously with this Agreement, and in such case may reasonably apportion interest arising from jointly managed money at its discretion.

3. If it becomes certain that the conditions for exercising the Stock Acquisition Rights are not met, the Trustee may abandon the Stock Acquisition Rights on the grounds that it has become certain that this Trust has not achieved its purpose.

Article 4. (Designation of Beneficiary)

1. The Issuer shall, by giving notice to the Trustee as set forth below on the date on which the shares of the Issuer are first listed on a domestic or foreign financial instruments exchange (if such date is not a business day, the next business day shall be deemed to be the “Delivery Standard Date”), designate en bloc the persons who are to become Beneficiaries from among the Beneficiary Candidates and the number of Stock Acquisition Rights to be delivered to such persons (in whole numbers). However, if there are circumstances such as disclosure restrictions under the Financial Instruments and Exchange Act (in the case of listing on a foreign financial instruments exchange, regulations in the relevant country) or an agreement with a lead financial institution not to sell shares for a certain period of time, which make it significantly difficult to designate Beneficiaries or deliver Stock Acquisition Rights on the Delivery Standard Date, the Delivery Standard Date shall be automatically postponed until the next business day when it becomes possible or easy to do so, and the Issuer shall designate Beneficiaries on the postponed Delivery Standard Date. If the Issuer does not designate any person to become a Beneficiary for all or part of the Stock Acquisition Rights, the Trustee shall abandon all of Stock Acquisition Rights as of the Delivery Standard Date.

(1) The Issuer shall, with reference to its latest delivery guidelines, select from among the Beneficiary Candidates those who are to receive delivery of the Stock Acquisition Rights by no later than 10 business days prior to the Delivery Standard Date, determine the number of Stock Acquisition Rights to be delivered to each Beneficiary Candidate (in whole numbers), give notice to such persons who are to become Beneficiaries, and promptly confirm their intention to become Beneficiaries.

(2) The expression of intention by a Beneficiary Candidate to become a Beneficiary pursuant to the preceding paragraph shall be made by signing a document designated by the Issuer no later than five business days prior to the Delivery Standard Date. A Beneficiary Candidate who has expressed his/her intention to become a Beneficiary shall acquire beneficiary rights in accordance with the delivery quantity calculated pursuant to Paragraph (1) by being designated as a Beneficiary by the Issuer to the Trustee on the Delivery Standard Date.

(3) If there is any Beneficiary Candidate who does not express his/her intention to become a Beneficiary, the Issuer may, at its sole discretion, determine anew the number of Stock Acquisition Rights to be delivered to each Beneficiary Candidate during the period up until three business days prior to the Delivery Standard Date and give notice thereof simultaneously to the Trustee on the Delivery Standard Date. In this case, the Issuer shall complete the procedures set forth in Paragraph (2) above for such new Beneficiary Candidates by no later than one day prior to the Delivery Standard Date.

2. The person designated as the Beneficiary under the provisions of the preceding paragraph shall, at the same time as the designation, acquire the right to receive the Stock Acquisition Rights in accordance with the number designated on the Delivery Standard Date. The Trustee shall not give notice to Beneficiaries pursuant to Article 88, Paragraph 2 of the Trust Act.

Article 5. (Delivery of Trust Property to Beneficiary)

1. The Trustee shall deliver the Stock Acquisition Rights en bloc to the Beneficiary at the same time as the Beneficiary acquires the right to receive benefits pursuant to Article 4, Paragraph 2 on Delivery Standard Date.

2. At the same time as the Stock Acquisition Rights are delivered, the Beneficiary’s right to receive benefits shall be extinguished and this Trust shall immediately terminate upon achieving its purpose.

3. The method of delivery shall be by changing the name on the stock acquisition rights register prescribed by the Issuer.

Article 6. (Trust Administrator)

1. This Trust shall have a trust administrator established pursuant to Article 123 of the Trust Act, and Issuer shall serve as such; provided that its compensation shall be free of charge.

2. The Trust Administrator shall perform any necessary tasks in order to achieve this Trust’s purpose.

3. After Beneficiaries are designated pursuant to Article 4, the Trust Administrator shall become the agent for all Beneficiaries and in such case, references in this Agreement to “Trust Administrator” shall be read as “Beneficiary Agent” and applied accordingly.

Article 7. (Additional Trust)

This Trust may accept additional trust property; provided that it is limited to cases where there is insufficient balance of money belonging to Trust Property for payment of expenses etc. related to this Trust.

Article 8. (Public Notice of Trust Property)

The Trustee shall promptly register or record the fact that the Trust Property is subject to registration or recording, or that it belongs to the Trust Property, for Trust Property that can be registered or recorded, or for Trust Property that can be described or recorded as such. However, this is not required for deposits.

Article 9. (Expiration of Trust Period, etc.)

1. This Trust shall terminate upon whichever is earlier of when this Trust achieves its purpose pursuant to Article 5, Paragraph 2 or when the Trustee no longer holds the Stock Acquisition Rights (hereinafter referred to as the “Trust Period Expiration Date”).

2. When this Trust terminates, the Trustee shall perform final accounting and seek approval from the Beneficiaries (if the Trust Administrator exists at that time, from the Trust Administrator); provided that if no response is received within one week from date when the Trustee sought approval pursuant to preceding paragraph, it shall be deemed approved.

Article 10. (Attribution of Residual Property)

The rights holder for this Trust shall be designated as a public interest corporation specified by the Trustee. After termination of this Trust, subsequent trustee shall attribute residual trust property to rights holder.

Article 11. (Calculation Date and Calculation Period for Trust Property)

The calculation date for Trust Property shall be the end of March each year and the Trust Period Expiration Date, and the calculation period shall be from the day following the date of this Agreement or the end of the previous calculation date to the end of the next calculation date or the Trust Period Expiration Date.

Article 12. (Trustor)

1. The Trustor shall not have all of the rights of a trustor as provided for in the Trust Act.

2. The heirs of the Trustor shall not succeed to the position of the Trustor by inheritance.

3. The Trustor may not change the conditions for designating Beneficiaries under Article 4 or Beneficiaries of this Trust.

Article 13. (Trust Fee)

The Trustee may not receive a trust fee.

Article 14. (Public Charges and Expenses)

The Trustee shall pay public charges and expenses related to the establishment of a trust and trust property and processing of trust business from Trust Property; provided that if deemed necessary by the Trustee, it may claim such amounts from the Trustor or the Issuer.

Article 15. (Amendment, etc. of Trust)

The Trustor, Trustee, Issuer, Beneficiary Candidates, and Beneficiaries may not amend, merge or split this Trust or terminate it for any reason, even if agreed upon by any party. The same shall apply to any amendment, termination or cancellation of this Agreement.

Article 16. (Transfer, etc. of Right to Receive Benefits)

The Beneficiary may not transfer or split its right to receive benefits or create a security interest in its right to receive benefits.

Article 17. (Trustee’s Duty of Care and Exemption)

As long as the Trustee performs its duties under this Agreement with the care of a good manager in accordance with the purpose of this Trust, it shall not be liable for any loss incurred by Trust Property or restoration of changes incurred by Trust Property regardless of cause.

Article 18. (Jurisdictional Court)

In case it becomes necessary to bring a lawsuit in connection with this Agreement, Tokyo District Court shall have exclusive jurisdiction by agreement.

Article 19. (Consultation)

For matters not provided for in this Agreement and matters that are ambiguous in this Agreement, the Trustee shall determine its policy and seek resolution in accordance with laws and regulations (including requirements for corporate tax trusts) and general practices in light of the purpose of this trust.

To evidence the conclusion of the above agreement, five copies of this document are prepared, each party signs and seals one copy and retains one copy.

April 23, 2020

	Trustors:

	[___]
	/s/ Yoichi Ochiai
	[seal]

	[___]
	/s/ Taiichiro Murakami
	[seal]

	[___]
	/s/ Takayuki Hoshi
	[seal]

	Trustee:
	NDK Ichinohashidai Building 2F, Ueno 2-11-16, Taito-ku, Tokyo
	Nozomi Accounting Firm
	Representative Member: /s/ Eitaro Kaneno
	[seal]

	Issuer (Trust Administrator):
	Kanda Misaki-cho 2-20-5, Chiyoda-ku, Tokyo
	Pixie Dust Technologies Inc.
	Representative Director: /s/ Yoichi Ochiai
	[seal]

Exhibit 4.8

Series Seven Stock Acquisition Rights Allotment Agreement

Pixie Dust Technologies, Inc. (hereinafter referred to as “Party A”) and the Stock Acquisition Rights Holder listed below (hereinafter referred to as “Party B”) hereby enter into a Stock Acquisition Rights Allotment Agreement (hereinafter referred to as the “Agreement”) with respect to the Series 7 Stock Acquisition Rights (hereinafter referred to as the “Stock Acquisition Rights”) issued by Party A, whereby Party B, together with other subscribers, shall subscribe for the total number of Stock Acquisition Rights, as set forth below.

Article 1. (Purpose)

The purpose of this Agreement is to set forth the allotment of Stock Acquisition Rights issued to Party B for the purpose of increasing corporate value and other matters.

Article 2. (Contents of Stock Acquisition Rights)

The contents of the Stock Acquisition Rights shall be as set forth in the separate sheet “Pixie Dust Technologies, Inc. Series 7 Stock Acquisition Rights Issuance Terms” (hereinafter referred to as the “Terms”), unless otherwise provided for in this Agreement.

Article 3. (Number of Stock Acquisition Rights, etc.)

1. The total number of Stock Acquisition Rights shall be [___], and Party B shall be allocated [___] Stock Acquisition Rights, which Party B shall accept by this Agreement.

2. The type and number of shares underlying the Stock Acquisition Rights allocated to Party B shall be one common share of Party A per one Stock Acquisition Right.

3. Party B, together with other subscribers, shall subscribe for the total number of Stock Acquisition Rights.

4. Party B shall pay into a bank account designated by Party A an amount calculated by multiplying the issuance price per one Stock Acquisition Right by the number of subscriptions set forth in Paragraph 1 of this Article by the payment date for money in exchange for Stock Acquisition Rights (as set forth in Article 8 of the Terms).

Article 4. (Restriction on Right of Exercise and Method of Exercise)

1. Party B may exercise all or part of its allocated number of Stock Acquisition Rights. However, exercise shall be in units of one.

2. During the Exercise Period (as defined in Article 3(3) of the Terms), Party B may not abandon all or part of its held Stock Acquisition Rights without obtaining consent from Party A.

3. When exercising its Stock Acquisition Rights, Party B shall pay into a bank account designated by Party A an amount equal to the Exercise Price (as set forth in Article 3(2) of the Terms) and submit necessary documents such as a request for exercise in a form prescribed by Party A.

Article 5. (Cause for Loss of Rights)

Party B shall immediately lose its right to exercise its Exercise Price even during the Exercise Period if it falls under any one of the following items:

(1)

When sentenced to imprisonment or more severe punishment;

(2)

When declared bankrupt;

(3)

When engaging in business activities that compete with those of Party A or its affiliates on its own or becoming an officer, employee or consultant of a company engaged in such activities (except when approved by Party A in advance);

(4)

When violating laws, regulations or internal rules of Party A or its affiliates or committing acts of betrayal against society or Party A or its affiliates and resigning or being dismissed due to disciplinary action as a result;

(5)

When becoming an officer, executive officer, advisor, employee or other position at a company or other organization other than Party A or its affiliates without following business orders from Party A or its affiliates or obtaining prior consent from Party A or its affiliates;

(6)

When causing damage or potential damage to Party A or its affiliates or when it is deemed inappropriate by resolution of the Board of Directors to allow exercise in light of purpose for granting Stock Acquisition Rights; or

(7)

When offering to abandon all or part of its Exercise Price by submitting a written notice prescribed by Party A with consent from Party A or its affiliates.

Article 6. (Treatment after Retirement or Resignation)

1. Upon retiring or resigning from Party A and/or its affiliates, Party B must notify Party A of its post-retirement/resignation address. The same applies if Party B changes its address during Exercise Period after retiring or resigning from Party A and/or its affiliates.

2. If after retiring or resigning from Party A and/or its affiliates during Exercise Period, Party B relocates overseas, it must notify Party A of its domestic contact location.

3. If no notification is made pursuant to preceding paragraphs, the address at the time of retirement or resignation from Party A and/or its affiliates shall be deemed as the post-retirement/resignation address.

Article 7. (Prohibition on Transfer of Rights)

Notwithstanding provisions set forth in Article 3(5) of the Terms, Party B may not transfer, pledge security interest on, dispose or otherwise deal with its Stock Acquisition Rights.

Article 8. (Non-Issuance of Stock Acquisition Rights Certificates)

1. Party A shall not issue stock acquisition rights certificates representing the Stock Acquisition Rights, except as otherwise provided by Party A.

2. Party B shall not request issuance of stock acquisition rights certificates from Party A.

Article 9. (Total Subscription)

Party A and Party B confirm that this Agreement constitutes a part of the contract for the total subscription of stock acquisition rights pursuant to Article 244 of the Companies Act in connection with the issuance of stock acquisition rights.

Article 10. (Exemption of Party A)

Party A shall not be liable for any damage or loss suffered by Party B as a result of delay in issuance of new shares or disposal of treasury shares due to negligence of Party A or other parties involved in issuance of new shares or disposal of treasury shares after completion of exercise procedures for the Stock Acquisition Rights by Party B.

Article 11. (Compliance with Related Laws)

Party B shall comply with the Companies Act, Financial Instruments and Exchange Act and all other related laws and regulations as well as all internal rules of Party A in connection with exercise of its Stock Acquisition Rights and sale or other disposal of shares acquired through such exercise.

Article 12. (Taxes and Expenses)

Party B shall bear all taxes, public charges and other expenses imposed in connection with exercise of its Stock Acquisition Rights and sale or other disposal of shares acquired through such exercise.

Article 13. (Amendment to Agreement)

1. Party A may amend this Agreement within the scope permitted by law, in accordance with procedures required by laws and regulations and internal rules of Party A.

2. Notwithstanding the preceding paragraph, Party A may change details concerning exercise of the Stock Acquisition Rights at any time.

Article 14. (Governing Law and Dispute Resolution)

This Agreement shall be governed by and construed in accordance with the law of Japan, and any disputes arising in connection with this Agreement shall be resolved amicably through sincere consultation between Party A and Party B. If litigation becomes necessary, the Tokyo District Court shall have exclusive jurisdiction over the first instance.

In witness whereof, one copy of this Agreement is executed, with the original being held by Party A and a copy being held by Party B.

April 30, 2020

Party A:

Kanda Misaki-cho 2-20-5, Chiyoda-ku, Tokyo

Pixie Dust Technologies Inc.

Representative Director: /s/ Yoichi Ochiai

[seal]

Party B:

[___]

Pixie Dust Technologies, Inc.

Series 7 Stock Acquisition Rights Issuance Terms

Number of Stock Acquisition Rights: [___]

In addition, the total number of shares that can be received by exercising the Stock Acquisition Rights is [___] common shares of the Company, and if the number of shares granted under the Stock Acquisition Rights is adjusted in accordance with 3. (1) below, it shall be the number obtained by multiplying the adjusted number of shares granted by the number of Stock Acquisition Rights.

Money to Be Paid in Exchange for Stock Acquisition Rights

The issuance price per one Stock Acquisition Right shall be [___] yen. This amount was determined with reference to the result calculated by Plutus Consulting Co., Ltd., a third-party valuation institution, using a Monte Carlo simulation, a general option pricing model, taking into account information on the Company’s stock prices.

Contents of Stock Acquisition Rights

(1)

Type and Number of Shares Underlying Stock Acquisition Rights

The number of shares underlying one Stock Acquisition Right (hereinafter referred to as the “Number of Granted Shares”) shall be one common share of the Company.

In addition, if the Company conducts a stock split (including free allotment of common shares; hereinafter the same) or a stock consolidation after the allotment date of the Stock Acquisition Rights, the Number of Granted Shares shall be adjusted in accordance with the following formula. However, such adjustment shall only be made for the number of shares underlying Stock Acquisition Rights that have not been exercised at that time, and any fraction less than one share resulting from such adjustment shall be rounded down.

Adjusted Number of Granted Shares = Pre-adjustment Number of Granted Shares x Split (or Consolidation) Ratio

In addition, if after the allotment date of the Stock Acquisition Rights, the Company conducts a merger, company split or reduction in capital stock or other actions requiring adjustment of Number of Granted Shares similar to these cases, Number of Granted Shares may be appropriately adjusted within a reasonable range.

(2)

Value or Calculation Method for Property Contributed Upon Exercise of Stock Acquisition Rights

The Exercise Price shall be [___] yen.

In addition, if after the allotment date of the Stock Acquisition Rights, the Company conducts a stock split or stock consolidation, the Exercise Price shall be adjusted in accordance with the following formula and any fraction less than one yen resulting from such adjustment shall be rounded up.

In addition, if after the allotment date of the Stock Acquisition Rights, the Company issues new shares or disposes of treasury shares at a price below the market value of its common shares (excluding the issuance of new shares and disposal of treasury shares based on the exercise of Stock Acquisition Rights and the transfer of treasury shares through a stock exchange), the Exercise Price shall be adjusted in accordance with the following formula and any fraction less than one yen resulting from such adjustment shall be rounded up.

(3)

Period During Which Stock Acquisition Rights May Be Exercised

The period during which the Stock Acquisition Rights may be exercised (hereinafter referred to as the “Exercise Period”) shall be from April 30, 2020 to April 29, 2030 (provided that if the last day is not a bank business day, it shall be the preceding bank business day).

(4)

Matters Concerning Increase in Capital Stock and Capital Reserve

①

The amount of increase in capital stock resulting from the issuance of shares through the exercise of Stock Acquisition Rights shall be one-half of the maximum amount of increase in capital stock, etc. calculated in accordance with Article 17, Paragraph 1 of the Regulation on Corporate Accounting. Any fraction less than one yen resulting from such calculation shall be rounded up.

②

The amount of increase in capital reserve resulting from the issuance of shares through the exercise of Stock Acquisition Rights shall be the maximum amount of increase in capital stock, etc. set forth in ① above minus the amount of increase in capital stock set forth in ① above.

(5)

Restriction on Acquisition of Stock Acquisition Rights by Transfer

Acquisition of Stock Acquisition Rights by transfer shall require approval by resolution of the Board of Directors of the Company.

(6)

Conditions for Exercise of Stock Acquisition Rights

①

If any one of the following events occurs between the date of allotment of Stock Acquisition Rights to a holder thereof (hereinafter referred to as a “Stock Acquisition Rights Holder”) and October 31, 2021, such Stock Acquisition Rights Holder shall not be able to exercise any remaining Stock Acquisition Rights.

(a)

When new shares or disposal of treasury shares are issued at a price below [___] yen (provided that this shall be appropriately adjusted in the same manner as the Exercise Price set forth in (2) above) (excluding cases where payment is made at an amount that is particularly favorable under Article 199, Paragraph 3 or Article 200, Paragraph 2 of the Companies Act and cases where the price is different from the stock price of common shares and cases where such issuance or disposal is made by allotment to shareholders).

(b)

When stock acquisition rights or bonds with stock acquisition rights are issued or disposed (provided that this is limited to cases where, as a premise for determining conditions for such stock acquisition rights or bonds with stock acquisition rights, the stock price for common shares falls below [___] yen (provided that this shall be appropriately adjusted in the same manner as the Exercise Price set forth in (2) above)).

(c)

When transactions such as sale or other transactions are conducted at a price below [___] yen (provided that this shall be appropriately adjusted in the same manner as the Exercise Price set forth in (2) above) as consideration for common shares of the Company when common shares underlying the Stock Acquisition Rights are not listed on any financial instruments exchange (excluding cases where transactions are conducted at a significantly lower price than the stock price at that time).

②

A Stock Acquisition Rights Holder must also be a director or employee of Party A or its subsidiaries or affiliates at the time of exercising its rights. However, this shall not apply if resignation due to expiration of term, retirement due to reaching retirement age or other justifiable reasons are recognized by resolution of the Board of Directors.

③

If exercising its Stock Acquisition Rights would result in total number of issued shares exceeding total number of shares that can be issued at that time, such exercise cannot be made.

④

Exercise cannot be made for less than one unit per each Stock Acquisition Right.

⑤

Inheritance

(a)

If a Stock Acquisition Rights Holder dies, its heirs shall inherit all unexercised Stock Acquisition Rights in accordance with the Terms. However, inheritance shall be limited to once and if the person inheriting rights (hereinafter referred to as “Successor”) dies or does not exercise its Stock Acquisition Rights within three months after death of the Stock Acquisition Rights Holder, such Stock Acquisition Rights cannot be exercised and shall expire. In addition, when the Successor exercises its Stock Acquisition Rights, it may only do so by exercising all unexercised Stock Acquisition Rights at once and may not do so in multiple installments. Inheritance shall be subject to provisions below and conditions set forth in a contract entered into between the Company and the Stock Acquisition Rights Holder regarding its Stock Acquisition Rights.

(I)

All heirs who have inherited its Stock Acquisition Rights must jointly submit the following items to the Company within three months after commencement of inheritance by written notice.

Date when inheritance commenced

ii.

Contents and date when inheritance partition agreement was established

iii.

Name and address of the Successor

	iv.	Name and address of the representative for the Successor (hereinafter referred to as the “Successor Representative”)

Other matters prescribed by the Company

(II)

When making notification pursuant to above item (I), documents such as certificate of removal from family register, family register transcript, inheritance partition agreement and other documents designated by the Company must be attached.

(III)

The Successors shall exercise its Stock Acquisition Rights jointly through the Successor Representative. The Successor Representative shall have authority to represent all Successors in exercising their Stock Acquisition Rights, abandoning them and all other matters related to their Stock Acquisition Rights.

(IV)

The Successors shall be jointly and severally liable for performance of all obligations owed to the Company in connection with their Stock Acquisition Rights, including payment of Exercise Price upon exercise of their Stock Acquisition Rights.

(V)

If any change occurs in items (I)(i) through (v) above during Exercise Period, the Successor must promptly notify the Company of such change by written notice.

(VI)

The Successor must sell shares of the Company acquired through exercise of its Stock Acquisition Rights in accordance with instructions from the Company if requested by the Company.

(b)

Except for provisions set forth in ⑤ above, the Successor shall be deemed to be the Stock Acquisition Rights Holder for purposes of applying the Terms. However, provisions set forth in 5(3) below shall not apply to the Successor.

Allotment date of Stock Acquisition Rights

April 30, 2020

Matters Concerning Acquisition of Stock Acquisition Rights

(1)

If a merger agreement in which the Company becomes an extinct company, a company split agreement or split plan in which the Company becomes a split company, or a stock exchange agreement or stock transfer plan in which the Company becomes a wholly-owned subsidiary is approved by a general meeting of shareholders (or by resolution of the Board of Directors if approval by a general meeting of shareholders is not required), the Company may acquire all of the Stock Acquisition Rights for free on a date separately determined by the Board of Directors of the Company.

(2)

If a Stock Acquisition Rights Holder becomes unable to exercise its Stock Acquisition Rights before exercising its rights due to the provisions set forth in 3. (6) above, the Company may acquire such Stock Acquisition Rights for free.

(3)

If a Stock Acquisition Rights Holder loses any of the following statuses, the Company may acquire all unexercised Stock Acquisition Rights for free.

	①	Director (including directors who are members of an audit committee) or auditor of the Company or its subsidiaries (meaning subsidiaries as defined in Article 2, Paragraph 3 of the Companies Act; hereinafter referred to simply as the “Subsidiaries”).

②

Employee of the Company or its Subsidiaries.

③

Advisor, consultant or other person who has a continuous contractual relationship with the Company or its Subsidiaries under any name, such as delegation or contract.

(4)

The Company may acquire for free any Stock Acquisition Rights that have not been inherited. In this case, notification to Stock Acquisition Rights Holders pursuant to Article 273, Paragraph 1, Item 2 or Article 274, Paragraph 3 of the Companies Act shall be sufficient if made to any person whom the Company deems appropriate among legal heirs of such Stock Acquisition Rights Holder. However, if such notification is deemed unnecessary based on the interpretation of laws and regulations, notification may be omitted and such Stock Acquisition Rights may be acquired for free.

Treatment of Stock Acquisition Rights in Case of Organizational Restructuring

If the Company conducts a merger (limited to cases where the Company becomes extinct due to merger), absorption-type split, incorporation-type split, stock exchange or stock transfer (hereinafter collectively referred to as “Organizational Restructuring”), on effective date of Organizational Restructuring, it shall grant stock acquisition rights for each respective corporation set forth in Article 236(1)(viii)(a) through (e) of Companies Act (hereinafter referred to as “Reorganization Target Corporation”) to each Stock Acquisition Rights Holder under following conditions. However, this shall be limited to cases where it has been stipulated in absorption-type merger agreement, incorporation-type merger agreement, absorption-type split agreement, incorporation-type split plan, stock exchange agreement or stock transfer plan that stock acquisition rights for Reorganization Target Corporation will be granted in accordance with following conditions.

(1)

Number of Stock Acquisition Rights for Reorganization Target Corporation to Be Granted

The same number as number of Stock Acquisition Rights held by each Stock Acquisition Rights Holder shall be granted respectively.

(2)

Type of Shares Underlying Stock Acquisition Rights for Reorganization Target Corporation

Common shares of Reorganization Target Corporation shall be used.

(3)

Number of Shares Underlying Stock Acquisition Rights for Reorganization Target Corporation

The number shall be determined in accordance with conditions for Organizational Restructuring and in accordance with 3. (1) above.

(4)

Value or Calculation Method for Property Contributed Upon Exercise of Stock Acquisition Rights

(5)

Period During Which Stock Acquisition Rights May Be Exercised

The period shall be from later date between first day set forth in 3. (3) above and effective date of Organizational Restructuring until last day set forth in 3. (3) above.

(6)

Matters Concerning Increase in Capital Stock and Capital Reserve Resulting from Issuance of Shares Through Exercise of Stock Acquisition Rights

These matters shall be determined in accordance with 3. (4) above.

(7)

Restriction on Acquisition of Stock Acquisition Rights by Transfer

Acquisition by transfer shall require approval by resolution of the Board of Directors for Reorganization Target Corporation.

(8)

Other Conditions for Exercise of Stock Acquisition Rights

These conditions shall be determined in accordance with 3. (6) above.

(9)

Reasons and Conditions for Acquisition of Stock Acquisition Rights

These reasons and conditions shall be determined in accordance with 5 above.

(10)

Other conditions shall be determined in accordance with conditions for Reorganization Target Corporation.

Matters Concerning Stock Acquisition Rights Certificates for Stock Acquisition Rights

The Company shall not issue Stock Acquisition Rights Certificates for its Stock Acquisition Rights.

Payment Date for Money to Be Paid in Exchange for Stock Acquisition Rights

April 30, 2020

END

Exhibit 5.1

November 21, 2023

Pixie Dust Technologies, Inc.

2-20-5 Kanda Misaki-cho, Chiyoda-ku

Tokyo, 101-0061, Japan

Re: Pixie Dust Technologies, Inc. / Registration Statement on Form S-8

Ladies and Gentlemen:

We act as Japanese special counsel for Pixie Dust Technologies, Inc., a corporation incorporated under the laws of Japan (the “Company”), in connection with its Registration Statement on Form S-8 (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) 150,000 common shares, no par value, of the Company (“Common Shares”) issuable pursuant to the Company’s Second Series of Stock Acquisition Rights for Common Shares 2018, (ii) 12,000 Common Shares issuable pursuant to the Company’s Second-2 Series of Stock Acquisition Rights for Common Shares 2018, (iii) 259,200 Common Shares issuable pursuant to the Company’s Third Series of Stock Acquisition Rights for Common Shares 2019, (iv) 469,200 Common Shares issuable pursuant to the Company’s Sixth Series of Stock Acquisition Rights for Common Shares 2020, and (v) 219,600 Common Shares issuable pursuant to the Company’s Seventh Series of Stock Acquisition Rights for Common Shares 2020. The allotment agreements and the terms and conditions of the Company’s 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, and Seventh Series of Stock Acquisition Rights for Common Shares 2020 are collectively referred to hereinafter as the “Plans,” and the Common Shares issuable pursuant to the Plans are collectively referred to hereinafter as the “Shares.”

For the purposes of this opinion letter, we have examined originals and/or photostatic copies of such documents as we have deemed relevant. In conducting our examination, we have assumed, without independent verification, the legitimacy of all signatures, the legal capacity of each party thereto, the authenticity of all the documents submitted to us as originals, the conformity to the originals of all the documents submitted to us, and the accuracy and completeness of all records made available to us by the Company. In addition, in rendering this opinion letter, we have assumed that the Shares will be issued, upon the exercise of the respective stock acquisition rights granted under the applicable Plans, in the manner and on the terms and conditions described or referred to in such applicable Plans.

This opinion letter is limited solely to the matters expressly set forth herein. Our opinions expressed herein are limited only to the laws of Japan, and we do not purport to express or imply any opinion with respect to the applicability or effect of the laws of any other jurisdiction. We express no opinion concerning, and assume no responsibility as to, laws or judicial decisions related to any U.S. federal laws, rules or regulations, including but not limited to any US federal securities laws, rules or regulations, or any U.S. state securities or “blue sky” laws, rules or regulations.

Based upon and subject to the foregoing, and having regard to legal considerations and other information we have deemed relevant, we are of the opinion that (i) the Shares have been duly authorized and reserved for issuance pursuant to the Articles of Incorporation of the Company and the applicable Plans, and (ii) when issued pursuant to and in accordance with the applicable Plans, the Registration Statement and related prospectuses, the Shares will be validly issued, fully paid, and non-assessable.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. We further consent to the incorporation by reference of this opinion letter and consent into any amendment to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required to be filed with the Registration Statement under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Greenberg Traurig Tokyo Law Offices ■ WWW.GTLAW.COM

21F, Meiji Yasuda Seimei Building ■ 2-1-1, Marunouchi, Chiyoda-ku, Tokyo ■ Phone +81 (0)3 4510 2200 ■ Fax +81 (0)3 4510 2201

	Yours sincerely,

	/s/ Greenberg Traurig Tokyo Law Offices

Greenberg Traurig Tokyo Law Offices ■ WWW.GTLAW.COM

21F, Meiji Yasuda Seimei Building ■ 2-1-1, Marunouchi, Chiyoda-ku, Tokyo ■ Phone +81 (0)3 4510 2200 ■ Fax +81 (0)3 4510 2201

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Pixie Dust Technologies, Inc. of our report dated November 16, 2023, which includes an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern, relating to the financial statements, appearing in the Annual Report on Form 20-F of Pixie Dust Technologies, Inc. for the year ended April 30, 2023.

/s/ Baker Tilly US, LLP

Irvine, California

November 21, 2023

Exhibit 107

Calculation of Filing Fee Table

Form S-8
(Form Type)

Pixie Dust Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title⁽¹⁾	Fee Calculation Rule		Amount Registered⁽²⁾		Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity	Common shares, no par value, issuable under the Second Series of Stock Acquisition Rights for Common Shares 2018		457(h)		150,000	$	0.19	⁽³⁾	$	28,500.00		0.00014760	$	4.21
Equity	Common shares, no par value, issuable under the Second-2 Series of Stock Acquisition Rights for Common Shares 2018		457(h)		12,000	$	0.19	⁽⁴⁾	$	2,280.00		0.00014760	$	0.34
Equity	Common shares, no par value, issuable under the Third Series of Stock Acquisition Rights for Common Shares 2019		457(h)		259,200	$	1.99	⁽⁵⁾	$	515,808.00		0.00014760	$	76.13
Equity	Common shares, no par value, issuable under the Sixth Series of Stock Acquisition Rights for Common Shares 2020		457(h)		469,200	$	2.00	⁽⁶⁾	$	938,400.00		0.00014760	$	138.51
Equity	Common shares, no par value, issuable under the Seventh Series of Stock Acquisition Rights for Common Shares 2020		457(h)		219,600	$	2.00	⁽⁷⁾	$	439,200.00		0.00014760	$	64.83
Total Offering Amounts									$	1,924,188.00			$	284.02
Total Fee Offsets														—
Net Fee Due													$	284.02

(1)

These common shares may be represented by the Registrant’s American Depositary Shares (“ADSs,” and each, an “ADS”), with each ADS representing one common share. The Registrant’s ADSs issuable upon deposit of the common shares registered hereby have been registered under a separate Registration Statement on Form F-6 (File No. 333-273284), which was declared effective by the SEC on July 31, 2023.

(2)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall cover any additional common shares of the Registrant that become issuable under the Registrant’s 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, and Seventh Series of Stock Acquisition Rights for Common Shares 2020, by reason of any stock dividend, stock split, recapitalization or other similar transactions.

(3)

Estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $0.19 per common share, which is the converted weighted-average exercise price of stock options to purchase common shares under the Second Series of Stock Acquisition Rights for Common Shares 2018. The exercise price is denominated in Japanese Yen. For purposes of calculating the registration fee hereunder, the exercise price of ¥16,800 per option (each option can be exercised for 600 common shares) has been converted to U.S. Dollars at the exchange rate of ¥151.0400 = US$1.00, which was the foreign exchange rate on November 9, 2023 as reported by the U.S. Federal Reserve in its weekly release on November 13, 2023.

(4)

Estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $0.19 per common share, which is the converted weighted-average exercise price of stock options to purchase common shares under the Second-2 Series of Stock Acquisition Rights for Common Shares 2018. The exercise price is denominated in Japanese Yen. For purposes of calculating the registration fee hereunder, the exercise price of ¥16,800 per option (each option can be exercised for 600 common shares) has been converted to U.S. Dollars at the exchange rate of ¥151.0400 = US$1.00, which was the foreign exchange rate on November 9, 2023 as reported by the U.S. Federal Reserve in its weekly release on November 13, 2023.

(5)

Estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $1.99 per common share, which is the converted weighted-average exercise price of stock options to purchase common shares under the Third Series of Stock Acquisition Rights for Common Shares 2019. The exercise price is denominated in Japanese Yen. For purposes of calculating the registration fee hereunder, the exercise price of ¥180,000 per option (each option can be exercised for 600 common shares) has been converted to U.S. Dollars at the exchange rate of ¥151.0400 = US$1.00, which was the foreign exchange rate on November 9, as reported by the U.S. Federal Reserve in its weekly release on November 13, 2023.

(6)

Estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $2.00 per common share, which is the converted weighted-average exercise price of stock options to purchase common shares under the Sixth Series of Stock Acquisition Rights for Common Shares 2020. The exercise price is denominated in Japanese Yen. For purposes of calculating the registration fee hereunder, the exercise price of ¥181,200 per option (each option can be exercised for 600 common shares) has been converted to U.S. Dollars at the exchange rate of ¥151.0400 = US$1.00, which was the foreign exchange rate on November 9, 2023 as reported by the U.S. Federal Reserve in its weekly release on November 13, 2023.

(7)

Estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $2.00 per common share, which is the converted weighted-average exercise price of stock options to purchase common shares under the Seventh Series of Stock Acquisition Rights for Common Shares 2020. The exercise price is denominated in Japanese Yen. For purposes of calculating the registration fee hereunder, the exercise price of ¥181,200 per option (each option can be exercised for 600 common shares) has been converted to U.S. Dollars at the exchange rate of ¥151.0400 = US$1.00, which was the foreign exchange rate on November 9, 2023 as reported by the U.S. Federal Reserve in its weekly release on November 13, 2023.

Pixie Dust Technologies (NASDAQ:PXDT)
過去株価チャート
から 4 2024 まで 5 2024