PicoCELA Inc. Announces Initial Public Offering

TL;DR

PicoCELA Inc. is going public! 1.75M ADSs on the way.

AI Summary

PicoCELA Inc. announced its initial public offering (IPO) on January 15, 2025, with an underwriting agreement for 1,750,000 American Depositary Shares (ADSs). Each ADS represents one common share of the company. The filing details the company's principal executive office in Tokyo, Japan, and its SIC code for Electric Lighting & Wiring Equipment.

Why It Matters

This filing signals PicoCELA Inc.'s move towards becoming a publicly traded company, which could provide access to capital for growth and increase its visibility in the market.

Risk Assessment

Risk Level: medium — As an initial public offering, the company is entering a new phase with inherent market and execution risks associated with public trading.

Key Numbers

• 1,750,000 — ADSs in IPO (Represents the total number of American Depositary Shares being offered in the initial public offering.)

Key Players & Entities

• PicoCELA Inc. (company) — Registrant
• Benjamin Securities, Inc. (company) — Underwriter Representative
• 1,750,000 (dollar_amount) — Number of American Depositary Shares in IPO
• January 15, 2025 (date) — Date of Underwriting Agreement

FAQ

Key Financial Figures

• $4.00 — ember 20, 2024. The ADSs were priced at $4.00 per ADS, and the offering was conducted

Filing Documents

• form6-k.htm (6-K) — 21KB
• ex99-1.htm (EX-99.1) — 12KB
• ex99-2.htm (EX-99.2) — 10KB
• 0001493152-25-005004.txt ( ) — 44KB

From the Filing

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. Form 20-F 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 Exhibit No Description 99.1 Press Release on Pricing of the Company’s Initial Public Offering 99.2 Press Release on Closing of the Company’s Initial Public Offering 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. PicoCELA Inc. By: /s/ Hiroshi Furukawa Hiroshi Furukawa Chief Executive Officer and Representative Director Date: February 5, 2025

View Full Filing

View this 6-K filing on SEC EDGAR