Core Points - The company, Pixie Dust Technologies, Inc., has announced its decision to voluntarily delist its American Depositary Receipts (ADRs) from NASDAQ and deregister with the U.S. Securities and Exchange Commission (SEC) [3][4] - The effective date for the delisting from NASDAQ is set for November 14, 2024, with trading of the ADRs suspended prior to this date [1][2] - The company cited substantial costs associated with maintaining its NASDAQ listing and ongoing reporting obligations as reasons for the delisting [4] Delisting Schedule - Notice of voluntary delisting to NASDAQ was planned for October 23, 2024 [2] - Filing of Form 25 with the SEC for delisting is planned for November 4, 2024 [2] - Delisting from NASDAQ will become effective on November 14, 2024 [2] - Filing of Form 15-F with the SEC to terminate ongoing disclosure obligations is also planned for November 14, 2024 [2] - Termination of the deposit agreement with the depositary bank is planned for January 21, 2025 [2] - Deregistration from the SEC is planned to become effective on February 12, 2025 [2] Reasons for Delisting - The company initially listed its ADRs on NASDAQ in August 2023 to access U.S. capital markets and raise capital through its IPO [3] - The decision to delist is aimed at reallocating financial and human resources towards business growth [4] - The company has fulfilled its disclosure obligations under the Securities Exchange Act and established necessary internal control systems [3]

Revenue Performance - Total Revenue increased by 40.9% from ¥704,712 thousand in the fiscal year ended April 30, 2023 to ¥993,021 thousand ($6,303 thousand) in the fiscal year ended April 30, 2024[4] - Product Sales were ¥523,154 thousand ($3,320 thousand) in the fiscal year ended April 30, 2024, representing a 186.0% increase from the prior year[4] - Services Sales declined to ¥469,867 thousand ($2,983 thousand) in the fiscal year ended April 30, 2024 from ¥521,763 thousand in the prior year[5] Expenses - Research and Development Expenses declined by 25.3% from ¥686,557 thousand in fiscal year 2023 to ¥512,997 thousand ($3,256 thousand) in fiscal year 2024[5] - Selling, General and Administrative Expenses increased by 16.2% from ¥1,856,056 thousand for the fiscal year ended April 30, 2023 to ¥2,155,860 thousand ($13,684 thousand) for the fiscal year ended April 30, 2024[6] Financial Position - Net loss for the year ended April 30, 2024 was ¥1,974,536 thousand ($12,534 thousand), with an accumulated deficit of ¥6,356,788 thousand ($40,350 thousand) as of the same date[8] - Cash and cash equivalents totaled ¥1,607,763 thousand ($10,205 thousand) as of April 30, 2024, down from ¥2,135,513 thousand as of April 30, 2023[8] Strategic Focus - The company is focusing on two areas of product development: "Personal Care & Diversity" and "Workspace & Digital Transformation"[10] - The company plans to continue expanding its marketing and sales efforts for its products[6] Market Outlook - Future growth opportunities may be influenced by market conditions and competitive landscape, as indicated in forward-looking statements[9]

Core Viewpoint - Pixie Dust Technologies, Inc. reported significant growth in total revenue and product sales for the fiscal year ended April 30, 2024, despite ongoing operating losses and a decrease in service sales [3]. Financial Results - Total Revenue increased by 40.9% from ¥704,712 thousand in FY 2023 to ¥993,021 thousand ($6,303 thousand) in FY 2024, driven by a rise in product revenue [3]. - Product Sales surged to ¥523,154 thousand ($3,320 thousand) in FY 2024, marking a 186.0% increase from the previous year, attributed to new product launches [3]. - Services Sales fell to ¥469,867 thousand ($2,983 thousand) in FY 2024 from ¥521,763 thousand in FY 2023, primarily due to resource reallocation towards product sales [3]. - Research and Development Expenses decreased by 25.3% from ¥686,557 thousand in FY 2023 to ¥512,997 thousand ($3,256 thousand) in FY 2024, reflecting a shift in focus towards product commercialization [3]. - Selling, General and Administrative Expenses rose by 16.2% from ¥1,856,056 thousand in FY 2023 to ¥2,155,860 thousand ($13,684 thousand) in FY 2024, mainly due to increased marketing and personnel costs [3]. - Other income, net increased by 47.4% from ¥43,798 thousand in FY 2023 to ¥64,567 thousand ($409 thousand) in FY 2024, driven by foreign exchange gains [3]. - The company incurred a net loss of ¥1,974,536 thousand ($12,534 thousand) for FY 2024, with an accumulated deficit of ¥6,356,788 thousand ($40,350 thousand) as of April 30, 2024 [3]. - Cash and cash equivalents decreased from ¥2,135,513 thousand in FY 2023 to ¥1,607,763 thousand ($10,205 thousand) in FY 2024, indicating a need for working capital management [3]. Company Overview - Pixie Dust Technologies, Inc. focuses on commercializing innovative products and materials using proprietary wave technology, with two main areas of product development: Personal Care & Diversity and Workspace & Digital Transformation [5].

Financial Performance - For the fiscal year ended April 30, 2024, the company generated revenues of ¥993,021 thousand ($6,303 thousand), an increase from ¥704,712 thousand in the previous year, representing a growth of approximately 41%[393] - The company incurred net losses of ¥1,974,536 thousand ($12,534 thousand) for the fiscal year ended April 30, 2024, compared to a net loss of ¥1,965,491 thousand in the previous year[393] - Total revenue increased by 40.9% from ¥704,712 thousand for the fiscal year ended April 30, 2023 to ¥993,021 thousand ($6,303 thousand) for the fiscal year ended April 30, 2024, driven primarily by a ¥340,205 thousand increase in product revenue[410] - Net loss for the fiscal year ended April 30, 2024 was ¥1,974,536 thousand ($12,534 thousand), slightly improved from a net loss of ¥1,965,491 thousand in the previous year[421] Revenue Sources - Product revenue accounted for 53% of total revenue for the year ended April 30, 2024, indicating a significant shift towards product sales as a revenue source[393] - Product sales accounted for approximately 53% of total revenue for the year ended April 30, 2024, indicating a strategic shift towards commercialization[420] - Revenue from product sales for the year ended April 30, 2024, was primarily generated from three products: kikippa, SonoRepro, and iwasemi, with revenue recognized at the point of delivery[444] - The company recognizes revenue from solution services, including hackke and VUEVO services, based on distinct performance obligations, with revenue recognized at the time of delivery for products and monthly for services[449] Product Development and Launches - The company launched three personal care products in Japan: SonoRepro in November 2022, VUEVO in March 2023, and kikippa in April 2023, focusing on enhancing personal care and quality of life[390] - In the Workspace & Digital Transformation field, the company launched iwasemi in July 2022 and conducted a soft launch in the U.S. in March 2023, with plans to expand its market presence[391] - The company plans to focus on marketing and expanding features of its existing products while commercializing new products, particularly in Japan[392] - The commercialization of wave control technology and related products is expected to drive future revenue growth, with a focus on expanding sales of kikippa, SonoRepro, VUEVO, and iwasemi[401] Expenses and Financial Challenges - Cost of products surged by 271.8% from ¥77,035 thousand to ¥286,428 thousand ($1,818 thousand) due to expanded sales of new products launched since April 30, 2023[412] - Research and development expenses decreased by 25.3% from ¥686,557 thousand to ¥512,997 thousand ($3,256 thousand) as focus shifted from R&D to product commercialization[412] - Selling, general and administrative expenses rose by 16.2% from ¥1,856,056 thousand to ¥2,155,860 thousand ($13,684 thousand), primarily due to increased marketing and personnel costs[413] - The company anticipates increased general and administrative expenses due to costs associated with being a public company, including hiring and compliance-related expenses[407] Cash Flow and Liquidity - Cash and cash equivalents decreased from ¥2,135,513 thousand as of April 30, 2023 to ¥1,607,763 thousand ($10,205 thousand) as of April 30, 2024, indicating liquidity challenges[418] - The company plans to raise additional capital through equity or debt financing to address liquidity needs and support ongoing operations[424] - For the year ended April 30, 2024, net cash used in operating activities was ¥2,090,202 thousand ($13,268 thousand), an increase from ¥1,813,442 thousand in 2023, primarily due to a net loss of ¥1,974,536 thousand ($12,534 thousand) adjusted for non-cash charges[429] - Net cash used in investing activities increased to ¥183,911 thousand ($1,167 thousand) in 2024 from ¥89,284 thousand in 2023, mainly due to lease improvements for the new headquarters and increased acquisitions of property and equipment[430] Corporate Governance - The company’s board of directors includes members with diverse backgrounds in technology, finance, and medicine, enhancing strategic decision-making[465] - The board consists of 5 directors, with 1 female and 4 male members, reflecting a commitment to increasing diversity[478] - The company has not adopted a formal board diversity policy but is committed to considering diversity in future director searches[478] - The corporate governance structure includes a separate board of corporate auditors, with a maximum of three auditors, all of whom must meet independence requirements under the Companies Act[498] Stock and Compensation - Total remuneration for executive directors amounted to ¥45,283,600 ($287,442) for the fiscal year ended April 30, 2024, with 4 individuals in this category[481] - Outside directors received a total of ¥2,400,000 ($15,234), with 2 individuals in this category[481] - Outside corporate auditors received ¥9,840,000 ($62,460), with 3 individuals in this category[481] - The company’s stock-based compensation includes stock options, with expenses recognized over the requisite service period[454] Risk Factors - The company is exposed to foreign exchange risks, particularly with expenses primarily denominated in Japanese yen, which may increase as international sales grow[577] - Credit risk is primarily associated with trade receivables, and the company performs ongoing credit evaluations of customers[579] - The company has not experienced significant credit losses historically, but certain customers represent over 10% of total revenues, posing a potential risk[580] - As of April 30, 2024, the company's borrowings were only at fixed rates, exposing it to fair value interest rate risk[582]

In recent years, with the rise in in-bound tourism and the increase in the number of foreigners living in Japan, there is an increasing need for multilingual support at the reception counters of commercial facilities, accommodation facilities, public transportation, and the like. However, the number of staff at the counter who can serve customers in multiple language tends to be limited in current situations. Therefore, such staff are unable to provide appropriate guidance to unexpected foreign customers an ...

NEW YORK and TOKYO, May 31, 2024 /PRNewswire/ - Pixie Dust Technologies, Inc. (Nasdaq: PXDT) (the "Company"), a Japanese technology company focused on commercializing innovative products and materials utilizing proprietary wave control technology, today announced its new debt financing. New debt financing On May 31, 2024, Pixie Dust Technologies, Inc. (the "Company") reached an agreement with The Shoko Chukin Bank, Ltd. (the "Lender") to obtain new debt financing (the "New Debt") in the amount of one billio ...

NEW YORK and TOKYO, May 28, 2024 /PRNewswire/ - Pixie Dust Technologies, Inc. (Nasdaq: PXDT) (the "Company"), a Japanese technology company focused on commercializing innovative products and materials utilizing proprietary wave control technology, announced its expected business outlook for the fiscal year ended April 30, 2024. Business Outlook for FY2024 Based on current expectations, unaudited and unreviewed total revenue is expected to be in the range of 1.00 – 1.02 billion yen, which is an increase of 4 ...

[CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS](index=3&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This report contains forward-looking statements subject to significant risks and uncertainties that could cause actual results to differ materially - The report contains forward-looking statements regarding future results, strategies, and growth opportunities[8](index=8&type=chunk) - These statements are subject to significant risks and uncertainties that could cause actual results to differ materially[8](index=8&type=chunk) - Key risk factors include, but are not limited to: - Ability to successfully develop and commercialize technologies and products[9](index=9&type=chunk) - Market acceptance and the ability to build a sales and marketing infrastructure[9](index=9&type=chunk) - Reliance on collaborators and the ability to secure future financing[9](index=9&type=chunk) - Ability to protect intellectual property[9](index=9&type=chunk) - Impact of general economic conditions[9](index=9&type=chunk) - Risks associated with being an emerging growth company and a foreign private issuer[12](index=12&type=chunk) [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=5&type=section&id=MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) [Business Overview](index=5&type=section&id=Business%20Overview) The company commercializes wave technology products in personal care and digital transformation, shifting revenue from R&D to product sales, now **75% of total revenue** - The company operates in two principal fields: - **Personal Care & Diversity**: Applying wave control technology to vision, hearing, and touch, with products including SonoRepro (scalp care), VUEVO (for DHH individuals), and kikippa (acoustic speaker)[3](index=3&type=chunk)[17](index=17&type=chunk)[21](index=21&type=chunk) - **Workspace & Digital Transformation**: Applying metamaterials and solutions for offices and construction sites, with products including iwasemi (sound-absorbing material)[3](index=3&type=chunk)[17](index=17&type=chunk)[21](index=21&type=chunk) - The company's revenue source is transitioning from primarily commissioned R&D services to product sales, with product revenue accounting for about **75% of total revenue** for the six months ended October 31, 2023[24](index=24&type=chunk) Financial Metrics | Financial Metric | Six Months Ended Oct 31, 2022 (JPY) | Six Months Ended Oct 31, 2023 (JPY) | Six Months Ended Oct 31, 2023 (USD) | | :--- | :--- | :--- | :--- | | Total Revenue | 158,639 thousand | 299,139 thousand | 1,975 thousand | | Net Loss | (885,000) thousand | (1,150,027) thousand | (7,593) thousand | [Key Financial Definitions](index=7&type=section&id=Key%20Financial%20Definitions) This section defines the company's major revenue sources and cost components, emphasizing a future focus on product commercialization and sales - Major revenue sources include commissioned R&D, solution services, guest speaker services, membership services, and product sales[26](index=26&type=chunk) - Product sales for the period were primarily comprised of SonoRepro, iwasemi, and kikippa, with revenue recognized upon transfer of control, typically at the point of delivery[28](index=28&type=chunk) - Key cost components are defined as: - **Cost of services**: Outsourcing, depreciation, supplies, and personnel for services[29](index=29&type=chunk) - **Cost of products**: Material, outsourcing, depreciation, and personnel for production[29](index=29&type=chunk) - **Research and development costs**: Personnel, lab supplies, and fees to third-party researchers[30](index=30&type=chunk) - **Selling, general and administrative (SG&A) expenses**: Advertising, marketing, and corporate personnel costs[31](index=31&type=chunk) [Factors Impacting Operating Results](index=8&type=section&id=Factors%20Impacting%20our%20Operating%20Results) Operating results are impacted by product commercialization, market acceptance, sales infrastructure, customer concentration, and rising public company costs - Key performance factors include the commercial success of products like SonoRepro, kikippa, VUEVO, and iwasemi, market acceptance, and the ability to establish a sales and distribution infrastructure[35](index=35&type=chunk) - The company has significant customer concentration risk, with one customer accounting for approximately **48.3% of total revenue** for the six months ended October 31, 2023[35](index=35&type=chunk) - General and administrative expenses are anticipated to increase due to costs associated with being a public company, including compliance, legal, and accounting fees[36](index=36&type=chunk) [Operating Results](index=9&type=section&id=Operating%20Results) Revenue increased **88.6%** to **¥299.1 million** driven by product sales, but net loss widened **29.9%** to **¥1,150.0 million** due to increased SG&A and product costs Operating Results Summary | (in thousands JPY) | Six Months Ended Oct 31, 2022 | Six Months Ended Oct 31, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenue** | **158,639** | **299,139** | **88.6%** | | Service Revenue | 121,866 | 73,430 | (39.7%) | | Product Revenue | 36,773 | 225,709 | 513.8% | | **Total Cost and Expenses** | **1,030,349** | **1,474,762** | **43.1%** | | Cost of Products | 24,053 | 126,820 | 427.3% | | R&D Expenses | 339,283 | 279,436 | (17.6%) | | SG&A Expenses | 643,892 | 1,051,796 | 63.3% | | **Loss from Operations** | **(871,710)** | **(1,175,623)** | **34.9%** | | **Net Loss** | **(885,000)** | **(1,150,027)** | **29.9%** | - The increase in product sales was primarily attributable to the launches of SonoRepro (November 2022) and kikippa (April 2023)[37](index=37&type=chunk) - The increase in SG&A expenses was driven by higher advertising and marketing costs for new products, increased personnel expenses, and higher rent for the new headquarters[41](index=41&type=chunk) [Liquidity and Capital Resources](index=10&type=section&id=Liquidity%20and%20Capital%20Resources) IPO proceeds boosted cash, but current liquidity is insufficient for the next 12 months, raising going concern doubt; management plans additional capital raises and spending controls [Sources and Uses of Capital](index=10&type=section&id=Sources%20and%20Uses%20of%20Capital) The company funds operations through equity/debt and revenue, with the August 2023 IPO raising **$11.2 million** in net proceeds primarily for R&D and marketing efforts - The company completed an Initial Public Offering (IPO) in August 2023, raising approximately **$11.2 million** in net proceeds after deducting offering costs[45](index=45&type=chunk) - Cash and cash equivalents increased from **¥2,135.5 million** as of April 30, 2023, to **¥2,420.7 million** as of October 31, 2023[44](index=44&type=chunk) - Primary use of capital has been for R&D, expanding marketing and sales, staffing, and securing intellectual property rights[48](index=48&type=chunk) [Going Concern and Management Plans](index=11&type=section&id=Going%20Concern%20and%20Management%20Plans) Substantial doubt exists about the company's ability to continue as a going concern due to recurring losses, negative cash flows, and a **¥1 billion** loan maturing in February 2024 - Management has concluded there is substantial doubt about the company's ability to continue as a going concern for at least the next 12 months[50](index=50&type=chunk)[101](index=101&type=chunk) - Key factors for this conclusion are recurring losses, negative cash flows, and a significant loan of **¥1 billion** maturing on February 29, 2024[50](index=50&type=chunk)[101](index=101&type=chunk) - Management plans to seek additional capital through a follow-on offering, other financing, or refinancing, and manage spending, though there are no assurances these plans will be successful[50](index=50&type=chunk)[102](index=102&type=chunk) [Cash Flows](index=12&type=section&id=Cash%20Flows) Net cash used in operating activities increased to **¥1,385.1 million**, while net cash provided by financing activities was **¥1,698.0 million** from the IPO, resulting in a net cash increase Cash Flow Summary | (in thousands JPY) | Six Months Ended Oct 31, 2022 | Six Months Ended Oct 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | (861,666) | (1,385,065) | | Net cash used in investing activities | (49,321) | (68,760) | | Net cash provided by financing activities | 2,389,980 | 1,698,030 | - The increase in cash used in operating activities was primarily due to a larger net loss and changes in working capital related to business expansion[57](index=57&type=chunk) - Net cash from financing activities was primarily due to net proceeds from the IPO in August 2023[59](index=59&type=chunk) [Credit Facilities and Commitments](index=13&type=section&id=Credit%20Facilities%20and%20Commitments) As of October 31, 2023, outstanding loans totaled **¥1,027.8 million**, with a significant **¥1 billion** loan maturing on February 29, 2024, contributing to going concern uncertainty - Total outstanding bank loans were **¥1,027.8 million** as of October 31, 2023[60](index=60&type=chunk) - A major loan of **¥1 billion** carries a **3% interest rate** and matures in a lump sum on February 29, 2024[61](index=61&type=chunk) Contractual Obligations | Contractual Obligations (in thousands JPY) | Total | Payment Due in FY2024 (remainder) | | :--- | :--- | :--- | | Long-term debt principal payments | 1,027,779 | 1,006,666 | | Operating Lease Obligation | 548,469 | 17,031 | [Research and Development, Patents and Licenses](index=14&type=section&id=Research%20and%20Development%2C%20Patents%20and%20Licenses) The company invests in R&D and leverages academic and industry collaborations to develop and commercialize innovative products like SonoRepro, kikippa, VUEVO, and iwasemi - The company's strategy is to continue developing and commercializing products by applying its control wave technology through collaborations with academic and industry partners[65](index=65&type=chunk) - Key products such as SonoRepro, kikippa, VUEVO, and iwasemi have been developed under these collaborations[65](index=65&type=chunk) [Trend Information & Critical Accounting Policies](index=14&type=section&id=Trend%20Information) No undisclosed trends are expected to materially affect financial condition; no changes to critical accounting policies except for CECL adoption, which had no material impact - No undisclosed trends, uncertainties, or events are expected to have a material effect on financial results[66](index=66&type=chunk) - The company adopted ASU 2016-13 (CECL) on May 1, 2023, which introduced a new credit loss methodology, with the adoption having no material impact on the company's financial statements[69](index=69&type=chunk) [CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)](index=15&type=section&id=CONDENSED%20INTERIM%20FINANCIAL%20STATEMENTS%20%28UNAUDITED%29) [Condensed Balance Sheets](index=15&type=section&id=Condensed%20Balance%20Sheets%20as%20of%20October%2031%2C%202023%20and%20April%2030%2C%202023) Total assets increased to **¥4,082.4 million** as of October 31, 2023, primarily due to IPO cash, with total liabilities at **¥1,856.3 million** and equity at **¥2,226.1 million** Condensed Balance Sheets Summary | (in thousands JPY) | April 30, 2023 | October 31, 2023 | | :--- | :--- | :--- | | **Total Current Assets** | **3,044,415** | **2,969,379** | | Cash and cash equivalents | 2,135,513 | 2,420,667 | | **Total Assets** | **3,717,654** | **4,082,407** | | **Total Current Liabilities** | **1,766,623** | **1,364,416** | | Current portion of long-term borrowings | 1,013,332 | 1,013,332 | | **Total Liabilities** | **1,819,228** | **1,856,334** | | **Total Stockholders' Equity** | **1,898,426** | **2,226,073** | [Condensed Statements of Operations](index=16&type=section&id=Condensed%20Statements%20of%20Operations%20for%20the%20Six%20Months%20Ended%20October%2031%2C%202022%20and%202023) For the six months ended October 31, 2023, total revenue was **¥299.1 million** and net loss was **¥1,150.0 million**, with net loss per share at **¥85.47** Condensed Statements of Operations Summary | (in thousands JPY, except per share data) | Six Months Ended Oct 31, 2022 | Six Months Ended Oct 31, 2023 | | :--- | :--- | :--- | | Total Revenue | 158,639 | 299,139 | | Loss from Operations | (871,710) | (1,175,623) | | Net Loss | (885,000) | (1,150,027) | | Net loss per share, basic and diluted | (¥147.50) | (¥85.47) | [Condensed Statements of Stockholders' Equity](index=17&type=section&id=Condensed%20Statements%20of%20Stockholders%27%20Equity%20for%20the%20Six%20Months%20Ended%20October%2031%2C%202022%20and%202023) Stockholders' equity increased to **¥2,226.1 million** by October 31, 2023, driven by **¥1,471.1 million** in IPO proceeds, partially offset by the **¥1,150.0 million** net loss Condensed Statements of Stockholders' Equity Summary | (in thousands JPY) | Amount | | :--- | :--- | | Balance, April 30, 2023 | 1,898,426 | | Issuance of common stock upon IPO, net | 1,471,085 | | Net loss | (1,150,027) | | Other (Stock-based comp, etc.) | 6,589 | | **Balance, October 31, 2023** | **2,226,073** | [Condensed Statements of Cash Flows](index=18&type=section&id=Condensed%20Statements%20of%20Cash%20Flows%20for%20the%20Six%20Months%20Ended%20October%2031%2C%202022%20and%202023) Net cash used in operating activities was **¥1,385.1 million**, while financing activities provided **¥1,698.0 million** from the IPO, resulting in a **¥285.2 million** net cash increase Condensed Statements of Cash Flows Summary | (in thousands JPY) | Six Months Ended Oct 31, 2022 | Six Months Ended Oct 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | (861,666) | (1,385,065) | | Net cash used in investing activities | (49,321) | (68,760) | | Net cash provided by financing activities | 2,389,980 | 1,698,030 | | **Net increase in cash and cash equivalents** | **1,478,993** | **285,154** | [Notes to Condensed Interim Financial Statements](index=19&type=section&id=Notes%20to%20Condensed%20Interim%20Financial%20Statements) The notes provide critical details supporting the financial statements, including IPO completion, U.S. GAAP basis, revenue recognition, and substantial doubt about going concern due to recurring losses and near-term debt maturity [Note 1: Description of Business & IPO](index=19&type=section&id=Note%201%3A%20Description%20of%20Business%20%26%20IPO) The company develops wave control technology products; its August 2023 IPO on Nasdaq raised **¥1,471.1 million ($9.7 million)** in net proceeds - On August 3, 2023, the Company completed its IPO, issuing **1,666,667 ADSs** at **$9.00 per ADS**[86](index=86&type=chunk) - Net proceeds from the IPO were **¥1,471,085 thousand ($9,713 thousand)** after deducting underwriting discounts, commissions, and other offering costs[86](index=86&type=chunk) - The company agreed to issue warrants to underwriters to purchase **50,000 ADSs** at an exercise price of **$11.25 per ADS**, exercisable for five years[87](index=87&type=chunk) [Note 2: Summary of Significant Accounting Policies](index=19&type=section&id=Note%202%3A%20Summary%20of%20Significant%20Accounting%20Policies) This note details U.S. GAAP basis, revenue recognition, and confirms substantial doubt about going concern due to recurring losses and a **¥1 billion** loan maturity - The financial statements are prepared in accordance with U.S. GAAP[89](index=89&type=chunk) - The note explicitly states that conditions raise substantial doubt about the Company's ability to continue as a going concern, as cash on hand is not expected to fund operations and debt obligations for the next 12 months[101](index=101&type=chunk) - For the six months ended October 31, 2023, one customer accounted for approximately **48.3% of total revenue**, highlighting significant customer concentration[108](index=108&type=chunk) [Note 5: Leases](index=24&type=section&id=Note%205%3A%20Leases) A new five-year head office lease, commencing June 1, 2023, resulted in a **¥485.8 million** increase to operating lease ROU asset and liability - A new head office lease was signed with a commencement date of June 1, 2023, and an expiration date of May 31, 2028[118](index=118&type=chunk) - The new lease resulted in an increase to the operating lease ROU asset and liability of **¥485,848 thousand**[118](index=118&type=chunk) [Note 6: Borrowings](index=25&type=section&id=Note%206%3A%20Borrowings) Total long-term borrowings were **¥1,027.8 million** as of October 31, 2023, with a significant **¥1 billion** unsecured loan maturing on February 29, 2024 Annual Maturities of Borrowings | Annual Maturities (in thousands) | JPY | USD | | :--- | :--- | :--- | | Year ending April 30, 2024 (remainder) | ¥ 1,006,666 | $ 6,646 | | Year ending April 30, 2025 | ¥ 13,332 | $ 88 | | Year ending April 30, 2026 | ¥ 7,781 | $ 51 | | **Total** | **¥ 1,027,779** | **$ 6,785** | - Of the amount due in fiscal 2024, **¥1,000,000 thousand** is due on February 29, 2024[123](index=123&type=chunk) [Note 8: Revenue Recognition](index=26&type=section&id=Note%208%3A%20Revenue%20Recognition) This note disaggregates revenue, showing a shift to product sales, which reached **¥225.7 million** for the six months ended October 31, 2023 Disaggregated Revenue | Disaggregated Revenue (in thousands JPY) | Six Months Ended Oct 31, 2022 | Six Months Ended Oct 31, 2023 | | :--- | :--- | :--- | | Commissioned research and development | 86,980 | 45,699 | | Solution services | 14,186 | 12,595 | | Guest speaker services | 16,603 | 15,136 | | Membership services | 4,097 | — | | Product sales | 36,773 | 225,709 | | **Total revenue** | **158,639** | **299,139** | [Note 11: Net Loss Per Share](index=27&type=section&id=Note%2011%3A%20Net%20Loss%20Per%20Share) Basic and diluted net loss per share was **¥85.47** for the six months ended October 31, 2023, an improvement due to higher weighted-average shares Net Loss Per Share | (in thousands JPY, except share data) | Six Months Ended Oct 31, 2022 | Six Months Ended Oct 31, 2023 | | :--- | :--- | :--- | | Net loss attributable to stockholders | (885,000) | (1,150,027) | | Weighted average shares outstanding | 6,000,000 | 13,455,691 | | **Net loss per share, basic and diluted** | **(¥147.50)** | **(¥85.47)** | - All series of convertible preferred stock (A, AA, B, BB, and C) were converted to common stock on March 22, 2023[131](index=131&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41749 PIXIE DUST TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Japan ...