Sec Form 13G Filing - INCJ Ltd. filing for PIXIE DUST TECHNOLOGIES INC. (PXDT) - 2023-08-21

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

There is no CUSIP number assigned to the common shares of the Issuer. CUSIP number 72582J103 has been assigned to the American Depositary Shares of the Issuer, which are listed on The NASDAQ Capital Market under the symbol “PXDT.” Each American Depositary Share represents one common share.

  NAMES OF REPORTING PERSONS

  INCJ, Ltd.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Japan

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  1,079,400

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  1,079,400

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,079,400

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  7.3%⁽¹⁾

  TYPE OF REPORTING PERSON (See Instructions)

  CO

This percentage is based on 14,702,267 common shares outstanding following the Issuer’s initial public offering, as disclosed in the Issuer’s Prospectus (File No. 333-272476) dated as of July 31, 2023, filed with the U.S. Securities and Exchange Commission.

Name of Issuer:

Address of Issuer’s principal executive offices:

Name of person filing:

Address or principal business office or, if none, residence:

Citizenship:

Title of class of securities:

CUSIP No.:

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); or

Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Ownership.

(a)

Amount beneficially owned:

(b)

Percent of class:

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

(ii)  Shared power to vote or to direct the vote:

(iii)  Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

Ownership of 5 Percent or Less of a Class.

Ownership of More than 5 Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.

/s/ Mikihide Katsumata