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 2025
Commission
File Number: 001-42470
PicoCELA
Inc.
2-34-5
Ningyocho, SANOS Building, Nihonbashi
Chuo-ku,
Tokyo 103-0013 Japan
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
On
January 15, 2025, PicoCELA Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Benjamin Securities, Inc., as representative of the several underwriters listed on Schedule A to the Underwriting Agreement (the
“Representative”), relating to the Company’s initial public offering (the “IPO”) of 1,750,000 American
Depositary Shares (the “ADSs”). Each ADS represents one common share of the Company.
On
January 17, 2025, the Company closed the IPO. The Company completed the IPO pursuant to its registration statement on Form F-1 (File
No. 333-282931), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 31, 2024,
as amended, and declared effective by the SEC on December 20, 2024. The ADSs were priced at $4.00 per ADS, and the offering was conducted
on a firm commitment basis. The ADSs were approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol
“PCLA” on January 16, 2025.
In
connection with the IPO, the Company issued a press release on January 16, 2025 announcing the pricing and trading of the IPO,
and a press release on January 20, 2025 announcing the closing of the IPO.
Copies
of the two press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.
This
report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or jurisdiction.
EXHIBIT
INDEX
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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PicoCELA
Inc. |
| |
|
|
| |
By: |
/s/
Hiroshi Furukawa |
| |
|
Hiroshi
Furukawa |
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|
Chief
Executive Officer and Representative Director |
Date:
February 5, 2025
Exhibit
99.1
PicoCELA
Inc. Announces Pricing of Initial Public Offering
Tokyo, January
16, 2025 /PRNewswire/ - PicoCELA Inc. (“PicoCELA” or the “Company”), a Tokyo-based provider
of enterprise wireless mesh solutions, today announced the pricing of its initial public offering (the “Offering”) of 1,750,000
American Depositary Shares (“ADSs”) at a public offering price of $4.00 per ADS for a total of $7,000,000 of gross proceeds
to the Company, before deducting underwriting discounts, non-accountable expense allowance, and offering expenses. Each ADS represents
one common share of the Company.
In
addition, PicoCELA has granted the underwriters a 45-day option to purchase up to 262,500 additional ADSs, representing 15% of the ADSs
sold in this Offering, solely to cover over-allotments, if any, at the initial offering price, less underwriting discounts and non-accountable
expense allowance. The ADSs are expected to begin trading on the Nasdaq Capital Market on January 16, 2025, under the ticker symbol “PCLA.”
The Offering is expected to close on January 17, 2025, subject to customary closing conditions.
PicoCELA
intends to use the net proceeds from the Offering for (i) working capital for inventory production, (ii) product and service improvement,
and (iii) research and development for new product and services.
Benjamin
Securities, Inc. is acting as a lead book-running representative and Prime Number Capital LLC is acting as a co-underwriter in connection
with this Offering. Hunter Taubman Fischer & Li LLC is acting as U.S. counsel to the Company, and Winston & Strawn LLP is acting
as U.S. counsel to the underwriters in connection with the Offering. Spirit Advisors LLC is acting as the financial advisor and initial
public offering consultant for the Company.
A
registration statement on Form F-1, as amended (File No. 333-282931), relating to the Offering was filed with the U.S. Securities and
Exchange Commission (the “SEC”) and was declared effective by the SEC on December 20, 2024. The Offering is being made only
by means of a prospectus, forming part of the effective registration statement. A copy of the final prospectus, when available, relating
to the Offering may be obtained via the SEC’s website at www.sec.gov.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
PicoCELA Inc.
PicoCELA
is a Tokyo-based provider of enterprise wireless mesh solutions, specializing in the manufacturing, installation, and services of mesh
Wi-Fi access point devices. PicoCELA Backhaul Engine, the Company’s proprietary patented wireless mesh communication technology
software, eliminates the need for extensive LAN cabling and enables flexible and easy installation of Wi-Fi network devices. PicoCELA
also offers a cloud portal service, PicoManager, which allows users to monitor connectivity and communication traffic, as well as install
edge-computing software on the Company’s PCWL mesh Wi-Fi access points.
Forward-Looking
Statements
Statements
in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not
historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform
Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement and closing dates.
The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,”
“target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated
by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions
and the completion of the Offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors”
section of the preliminary prospectus filed with the SEC. Any forward-looking statements contained in this press release speak only as
of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result
of new information, future events, or otherwise.
For
investor and media inquiries, please contact:
global@picocela.com
Exhibit
99.2
PicoCELA
Inc. Announces Closing of Initial Public Offering
Tokyo, January
20, 2025 /PRNewswire/ - PicoCELA Inc. (“PicoCELA” or the “Company,” Nasdaq: PLCA), a Tokyo-based
provider of enterprise wireless mesh solutions, today announced the closing of its previously announced initial public offering (the
“Offering”) of 1,750,000 American Depositary Shares (“ADSs”) at a public offering price of $4.00 per ADS for
a total of $7,000,000 of gross proceeds to the Company, before deducting underwriting discounts, non-accountable expense allowance, and
offering expenses. Each ADS represents one common share of the Company. The Company has granted a 45-day option to the underwriters to
purchase up to 262,500 additional ADSs, representing 15% of the ADSs sold in this Offering, solely to cover over-allotments, if any,
at the initial offering price, less underwriting discounts and non-accountable expense allowance. The ADSs began trading on the Nasdaq
Capital Market on January 16, 2025 (US EST), under the ticker symbol “PCLA.”
Benjamin
Securities, Inc. acted as a lead book-running representative and Prime Number Capital LLC acted as a co-underwriter in connection with
this Offering. Hunter Taubman Fischer & Li LLC acted as U.S. counsel to the Company, and Winston & Strawn LLP acted as U.S. counsel
to the underwriters in connection with the Offering. Spirit Advisors LLC served as the financial advisor and initial public offering
consultant for the Company.
A
registration statement on Form F-1, as amended (File No. 333-282931), relating to the Offering was filed with the U.S. Securities and
Exchange Commission (the “SEC”) and was declared effective by the SEC on December 20, 2024. The Offering was made only by
means of a prospectus, forming part of the effective registration statement. A copy of the final prospectus related to the Offering may
be obtained via the SEC’s website at www.sec.gov.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
PicoCELA Inc.
PicoCELA
is a Tokyo-based provider of enterprise wireless mesh solutions, specializing in the manufacturing, installation, and services of mesh
Wi-Fi access point devices. PicoCELA Backhaul Engine, the Company’s proprietary patented wireless mesh communication technology
software, eliminates the need for extensive LAN cabling and enables flexible and easy installation of Wi-Fi network devices. PicoCELA
also offers a cloud portal service, PicoManager, which allows users to monitor connectivity and communication traffic, as well as install
edge-computing software on the Company’s PCWL mesh Wi-Fi access points.
Forward-Looking
Statements
Statements
in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not
historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform
Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” “would,” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially
from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related
to market conditions, and other factors discussed in the “Risk Factors” section of the prospectus filed with the SEC. Any
forward-looking statements contained in this press release speak only as of the date hereof, and the Company specifically disclaims any
obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.
For
investor and media inquiries, please contact:
global@picocela.com
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