Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
21 February 2024 - 12:00AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2024
Commission File Number 001-41749
PIXIE
DUST TECHNOLOGIES, INC.
(Translation of registrant’s name into English)
Pixie Dust Technologies, Inc.
2-2-1 Yaesu, Chuo-ku
Tokyo, 104-0028, Japan
(Address of principal executive officer)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F. ☒
Form 20-F ☐ Form 40-F
Change of Auditor
On February 14, 2024, the Company’s Board
of Directors of Pixie Dust Technologies, Inc. (the “Company”) approved the proposed appointment of Marcum Asia CPAs LLP (“Marcum
Asia”) as the Company’s independent registered public accounting firm. The services previously provided by Baker Tilly US,
LLP (“Baker Tilly”) are to be provided by Marcum Asia. On February 14, 2024, the Company’s Board of Directors dismissed
Baker Tilly US, LLP (“Baker Tilly”) as its independent registered public accounting firm, effective immediately.
The reports of Baker Tilly on the financial statements
of the Company for the fiscal years ended April 30, 2022 and 2023 did not contain any adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports expressed substantial doubt
regarding the Company’s ability to continue as a going concern. Furthermore, during the fiscal years ended April 30, 2022 and 2023,
and in the subsequent interim period through February 14, 2024, there were no disagreements with Baker Tilly on any matters of accounting
principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of
Baker Tilly, would have caused Baker Tilly to make reference to the subject matter of the disagreement in connection with its reports
on the Company’s financial statements for such periods.
There were no reportable events (as that term
is described in Item 304(a)(1)(v) of Regulation S-K) during the two fiscal years ended April 30, 2022 and 2023, or in the subsequent interim
period thereafter through February 14, 2024.
The Company provided Baker Tilly with a copy of
the forgoing disclosure and requested Baker Tilly to furnish the Company with a letter addressed to the Securities and Exchange Commission
stating whether or not Baker Tilly agrees with the above statements and, if not, stating the respects in which it does not agree. A copy
of Baker Tilly’s letter, dated February 20, 2024, is filed as Exhibit 16.1 to this Form 6-K.
During the Company’s two most recent fiscal
years and the subsequent interim period thereafter through February 20, 2024, neither the Company nor anyone acting on the Company’s
behalf, consulted Marcum Asia with respect to any other matters or reportable events set forth in Item 304(a)(2)(i) or (ii) of Regulation
S-K.
Exhibit Index
Signatures
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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PIXIE DUST TECHNOLOGIES, INC. |
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Date: February 20, 2024 |
By: |
/s/ Yoichi Ochiai |
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Name: |
Yoichi Ochiai |
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Title: |
Chief Executive Officer |
2
Exhibit 16.1
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Baker Tilly US, LLP |
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18500 Von Karman Ave; 10th Fl. |
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Irvine, CA 92612 |
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United States of America |
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T: +1 (949) 222 2999 |
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F: +1 (949) 222 2989 |
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bakertilly.com |
February 20, 2024
U.S. Securities and Exchange Commission
Office of
the Chief Accountant
100 F Street, NE
Washington, D.C. 20549
Re: Pixie
Dust Technologies, Inc.
Ladies and Gentlemen:
We are the former independent registered
public accounting firm for Pixie Dust Technologies, Inc. (the “Company”). We have read the Company’s disclosure set
forth in the Company’s Current Report on Form 6-K dated February 20, 2024 (the “Current Report”) and are in agreement
with the disclosure in the Current Report, insofar as it pertains to our firm.
Sincerely,
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BAKER TILLY US, LLP |
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Irvine, California |
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Baker Tilly US, LLP, trading as Baker Tilly, is a member
of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. © 2024
Baker Tilly US, LLP
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