424B4 1 form424b4.htm 424B4

Filed pursuant to Rule 424(b)(4)

Registration No. 333-285764

PicoCELA Inc.

6,100,000 American Depositary Shares

Representing 6,100,000 Common Shares

We are offering on a best-efforts basis 6,100,000 American depositary shares (the “ADSs”), representing 6,100,000 of our common shares (“Common Shares”), no par value. We are offering the ADSs at a public offering price of $0.30 per share.

The ADSs are listed on the Nasdaq Capital Market under the symbol “PCLA”. On May 22, 2025, the closing trading price of the ADSs, as reported on the Nasdaq Capital Market, was $0.5599 per ADS.

Any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. See “Risk Factors” on page 9 and “Item 3. Key Information—D. Risk Factors” in our annual report on Form 20-F for the fiscal year ended September 30, 2024 (the “2024 Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 14, 2025, for more information. We expect to hold a closing on May 27, 2025 on all of the offered ADSs. Any extensions or material changes to the terms of the offering will be contained in an amendment to this prospectus.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 9 and “Item 3. Key Information—D. Risk Factors” in our 2024 Annual Report for a discussion of information that should be considered in connection with an investment in our securities.

We are an “emerging growth company” as defined under the federal securities laws and are subject to reduced public company reporting requirements. Please see the disclosures beginning on page 11 of this prospectus for more information.

	Per ADS			Total (Assuming Maximum Offering)
Public offering price⁽¹⁾	$	0.30		$	1,830,000
Placement agents’ commissions⁽²⁾	$	0.02	1	$	128,100
Proceeds to our company before expenses⁽³⁾	$	0.279		$	1,701,900

(1)	The public offering price is $0.30 per ADS.

(2)	We have agreed to pay the placement agents’ commissions of 7% of the aggregate gross proceeds raised in this offering. We have also agreed to reimburse the placement agents for certain expenses. For a description of compensation payable to the placement agents, see “Plan of Distribution.”

(3)	We estimate the total expenses of this offering payable by us, excluding the placement agents’ fees, will be approximately $681,850.

We have engaged Revere Securities LLC as our lead placement agent to use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. Dominari Securities LLC is serving as our co-placement agent. The placement agents have no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities.

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Lead Placement Agent

Co-placement Agent

Prospectus dated May 22, 2025

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	3
THE OFFERING	7
RISK FACTORS	9
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	11
ENFORCEABILITY OF CIVIL LIABILITIES	12
USE OF PROCEEDS	13
DIVIDEND POLICY	14
CAPITALIZATION	15
DILUTION	16
CORPORATE HISTORY AND STRUCTURE	17
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18
BUSINESS	18
REGULATIONS	18
MANAGEMENT	18
PRINCIPAL SHAREHOLDERS	19
RELATED PARTY TRANSACTIONS	20
DESCRIPTION OF SHARE CAPITAL	22
DESCRIPTION OF AMERICAN DEPOSITARY SHARES	23
SHARES ELIGIBLE FOR FUTURE SALE	23
DESCRIPTION OF SECURITIES WE ARE OFFERING	24
PLAN OF DISTRIBUTION	25
EXPENSES RELATING TO THIS OFFERING	27
LEGAL MATTERS	27
EXPERTS	27
WHERE YOU CAN FIND ADDITIONAL INFORMATION	27
MATERIAL CHANGES	28
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	28

About this Prospectus

We and the placement agents have not authorized anyone to provide any information or to make any representations other than those contained in or incorporated by reference into this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the ADSs offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information contained in this prospectus is current only as of the date on the cover page of this prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

Neither we nor the placement agents have taken any action to permit this offering of the ADSs outside the United States or to permit the possession or distribution of this prospectus or any filed free-writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus or any filed free-writing prospectus outside the United States.

Our functional currency and reporting currency are the Japanese yen (“JPY” or “¥”), the legal currency of Japan. The terms “dollar” or “$” refer to U.S. dollars, the legal currency of the United States. Convenience translations included in this prospectus of Japanese yen into U.S. dollars have been made at the exchange rates of ¥143.25=$1.00, which was the foreign exchange rate on September 30, 2024 as reported by the Board of Governors of the Federal Reserve System (the “U.S. Federal Reserve”) in its weekly release on October 7, 2024. Historical and current exchange rate information may be found at https://www.federalreserve.gov/releases/h10/.

Conventions that Apply to this Prospectus

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

	●	“ADRs” are to the American Depositary Receipts that may evidence the ADSs;

	●	“ADSs” are to the American Depositary Shares, each of which represents one Common Share;

	●	“JPY” or “¥” are to Japanese yen, the legal currency of Japan.

	●	“SEC” are to the U.S. Securities and Exchange Commission;

	●	“U.S. dollars,” “$,” and “dollars” are to the legal currency of the United States; and

	●	“we,” “us,” “our,” “our Company,” “PicoCELA,” or the “Company” are to PicoCELA Inc.

Glossary of Technical Terms

This glossary contains explanations of certain terms used in this prospectus. Unless we indicate otherwise, references in this prospectus to:

●

“backhaul” are to the portion of a hierarchical telecommunication network which relay links connecting each wireless base station to the Internet;

●

“edge-computer” are to a computing device that is ubiquitously deployed in places where people live and engage in activities such as buildings, public spaces, parks, and so on. The edge computer is equipped with a main processor, data memory, data storage, operating system, application software, wired or wireless interfaces. The wireless interface of an edge computer allows mobile devices such as smartphones, tablets or laptops to connect to the edge computer to provide not only Internet connectivity but also various services such as image recognition, web portal, data cache;

	●	“edge computing” are to a distributed computing model that brings computation and data storage closer to the sources of data, such as mobile devices. That distinguishes edge computing from cloud computing, where hosted services, such as data storage, servers, databases, networking, and software, are processed in a centralized cloud data center, with other computers and mobile devices connected remotely. Generally, edge computing refers to any design that moves computation physically closer to a user, so as to reduce the latency compared to the situation when an application runs on a single data center. Edge-computing is effective in reducing the data traffic from the edge-computer to the remote cloud data center, compared to the case that mobile devices must communicate to the remote cloud data center;

	●	“integrated circuit” or “IC chip,” are to a small electronic device made up of multiple interconnected electronic components such as transistors, resistors, and capacitors. These components are etched onto a small piece of semiconductor material, usually silicon;

	●	“internet of things” or “IoT” are to devices with sensors, processing ability, software and other technologies that connect and exchange data with other devices and systems over the Internet or other communications networks;

	●	“mesh Wi-Fi access point” are to a wireless device that is capable of wirelessly connecting to other mesh Wi-Fi access points as well as wirelessly connecting to mobile station devices. The mesh Wi-Fi access point is equipped with different radio modules, i.e. one for wireless connection to the other mesh Wi-Fi access points and one for connection to the mobile station devices;

	●	“SaaS” or “Software as a service” are to a software licensing and delivery model in which software is licensed on a subscription basis and is centrally hosted;

	●	“Wi-Fi access point” are to a device that creates a wireless local area network, or WLAN, usually in an office or large building. An access point connects to a wired router, switch, or hub via an Ethernet cable, and projects a Wi-Fi signal to a designated area; and

	●	“Wi-Fi Chips” are to an integrated circuit made of semiconductors, which are designed to process Wi-Fi radio activities and are installed in Wi-Fi access point devices as its integral electronic components.

TRADEMARKS

This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks, and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements incorporated by reference into this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in the ADSs, discussed under “Risk Factors” of this prospectus and “Item 3. Key Information—D. Risk Factors” in our 2024 Annual Report, before deciding whether to buy the ADSs.

Unless otherwise indicated, all share amounts and per share amounts in this prospectus have been presented giving effect to a forward split of our Common Shares at a ratio of 60-for-1 share approved by our board of directors on October 6, 2024.

Overview

We are engaged in the manufacturing, installation, and services for enterprise wireless mesh solutions. We derive our revenue mainly from two sources: (1) sales of product equipment, and (2) SaaS, maintenance and others. Under the first revenue source, we develop mesh Wi-Fi access point devices, PCWL series, adopting our proprietary patented wireless mesh communication technology software PicoCELA Backhaul Engine (“PBE”), which enables wireless Wi-Fi and mesh communication by linking a chain of multiple wireless Wi-Fi access points by radio communication, not by cabling. We outsource the manufacturing of PCWL series, our mesh Wi-Fi access point devices incorporating the technology, and sell PCWL series both through distributors and to end customers directly. Under the second revenue source, we provide a cloud portal service in a SaaS model, which enables users to monitor connectivity and communication traffic at each of our mesh Wi-Fi access points. Our cloud portal service also serves as a platform for customers to install their proprietary edge-computing software into our mesh Wi-Fi access point devices. We also license our patented wireless mesh technology to third-party manufacturers which utilize our wireless mesh technology. See “Item 4. Information on the Company—B. Business Overview” of our 2024 Annual Report.

Our business is geographically concentrated. We operate solely in Japan and generate revenue from this market as of the date of this prospectus. Due to this geographic concentration, our results of operations and financial conditions are subject to greater risks from changes in general economic and other conditions in Japan, than the operations of more geographically diversified competitors. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Our business is geographically concentrated, which subjects us to greater risks from changes in local or regional conditions” and “Item 4. Information on the Company—B. Business Overview” of our 2024 Annual Report.

Some of the technologies used in our products are licensed from Kyushu University, and the termination of these licenses could have a material adverse effect on our business. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Some of the components used in our products are purchased from a limited number of sources. Some of the technologies we used are licensed from Kyushu University. The loss of any of these suppliers or licenses may cause us to incur additional transition costs, result in delays in the manufacturing and delivery of our products, or cause us to carry excess or obsolete inventory and could cause us to redesign our products” and “Item 4. Information on the Company—B. Business Overview—Intellectual Property” of our 2024 Annual Report.

We outsource the manufacturing of all hardware products, PCWL series, and our mesh Wi-Fi access point devices, and are therefore subject to certain risks if our third-party manufacturers do not provide our end-customers with the quality and performance that they expect from our products. As of the date of this prospectus, we maintain a stable relationship with our major manufacturers. While we may have certain contractual remedies against them, if any of our major manufacturers becomes unable or unwilling to continue to manufacture our PCWL series, such remedies may not be sufficient in scope, we may not be able to effectively enforce such remedies, and we may incur significant costs in enforcing such remedies. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We rely on third parties to manufacture our mesh Wi-Fi access point devices we offer and depend on them for the supply and quality of our products” and “Item 4. Information on the Company—B. Business Overview—Manufacturing and Suppliers” of our 2024 Annual Report.

For the fiscal years ended September 30, 2024, 2023, and 2022, we had total revenue of JPY784,403 thousand (approximately $5,476 thousand), JPY559,521 thousand (approximately $3,906 thousand), and JPY682,121 thousand, respectively. Revenue generated from the sales of product equipment was JPY627,720 thousand (approximately $4,382 thousand), JPY465,691 thousand (approximately $3,251 thousand), and JPY540,857 thousand for the fiscal years ended September 30, 2024, 2023, and 2022, respectively. Revenue derived from SaaS, maintenance and others was JPY156,683 thousand (approximately $1,094 thousand), JPY93,830 thousand (approximately $655 thousand), and JPY141,264 thousand for the fiscal years ended September 30, 2024, 2023, and 2022, respectively.

However, our revenue has been uncertain and volatile, subject to the condition of our supply chain of Wi-Fi Chips. See “Impact of the COVID-19 Pandemic on Our Operations and Financial Performance,” “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Revenue generated from our development and sales of mesh Wi-Fi access points, PCWL series, have been uncertain and volatile, subject to our supply chain of Wi-Fi Chips,” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—A shortage of Wi-Fi Chips or labor, or increases in their costs, could delay delivery and launch of our mesh Wi-Fi access points or increase its cost, which could materially and adversely affect us.” Moreover, during the fiscal years ended September 30, 2024, 2023, and 2022, we recorded a net loss. During the fiscal years ended September 30, 2024, 2023, and 2022, the net loss was JPY479,921 thousand (approximately $3,350 thousand), JPY633,956 thousand (approximately $4,426 thousand), and JPY5,180 thousand, respectively. See “Item 5. Operating and Financial Review and Prospects” and our audited financial statements for the fiscal years ended September 30, 2024, 2023, and 2022 of our 2024 Annual Report. As of September 30, 2024, 2023, and 2022, the Company had net operating loss carryforwards in Japan of approximately JPY2,354 million (approximately $16 million), JPY1,748 million (approximately $12 million), and JPY1,091 million (approximately $8 million), respectively, which can be carried forward to offset future taxable income. In addition, as of September 30, 2024, 2023, and 2022, we had an accumulated deficit of JPY2,202,668 thousand (approximately $15,376 thousand), JPY1,722,747 thousand (approximately $12,026 thousand), and JPY1,088,791 thousand, respectively. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We have not been profitable and have incurred negative cash flows in operating activities, both of which may continue in the future” and our audited consolidated financial statements for the fiscal years ended September 30, 2024, 2023, and 2022 included in our 2024 Annual Report.

Competitive Strengths

We believe that the following competitive strengths have contributed to our success and differentiated us from our competitors:

	●	Specialty and experience in industrial-use mesh Wi-Fi network in demanding environments;

	●	Extensive product offerings with diverse application use cases; and

	●	A founder-led management team with strong technology, operational, and financial backgrounds and track records.

Growth Strategies

We intend to develop our business and strengthen brand loyalty by implementing the following strategies:

	●	Integrating enterprise edge-computing software into our mesh Wi-Fi access points;

	●	Expanding PicoManager, our SaaS model;

	●	Offering a cost-effective alternative built on customers’ existing hardware; and

	●	Global expansion and partnering with local distributors.

Our Securities

On October 6, 2024, our board of directors approved a forward split of our outstanding Common Shares at a ratio of 60-for-1 share. Unless otherwise indicated, all references to Common Shares, options to purchase Common Shares, share data, per share data, and related information have been retroactively adjusted, where applicable, in this prospectus to reflect the forward split of our Common Shares and the additional share issuances to our existing shareholders as if they had occurred at the beginning of the earliest period presented.

On January 16, 2025, the trading of the ADSs commenced on the Nasdaq Capital Market under the symbol “PCLA”. On January 20, 2025, the Company announced the closing of its initial offering at a price of $4.00 per ADS. We raised $7,000,000 in gross proceeds from our initial public offering (“IPO”), before deducting underwriting discounts and other related expenses. Net proceeds of our IPO were approximately $4,986,870.

On April 28, 2025, we entered into a share subscription agreement with Nikken Lease Kogyo Co., Ltd. (“Nikken”), a Tokyo-based company specializing in the sales and leasing of temporary construction materials and equipment, pursuant to which we agreed to issue 2,531,645 Common Shares (“Nikken Shares”) to Nikken at a purchase price of JPY79 ($0.55) per share, for an aggregate purchase price of JPY199,999,955 ($1,396,160), on April 30, 2025. The objective of this private placement is to undertake a joint project aimed at developing new products. The Nikken Shares were issued to Nikken on April 30, 2025.

Under the share subscription agreement, the Nikken Shares are restricted for 18 months from being transferred, converted into ADSs representing our Common Shares, or resold in the U.S. stock market where our Common Shares and ADSs are registered.

Unless the context requires otherwise, all references to the number of Common Shares to be outstanding after this offering are based on 27,215,505 Common Shares issued and outstanding as of the date of this prospectus.

Corporate Information

Our headquarters are located at 2-34-5 Ningyocho, SANOS Building, Nihonbashi, Chuo-ku, Tokyo 103-0013 Japan, and our phone number is +81 03-6661-2780. Our website address is https://picocela.com/en/. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus or the registration statement of which it forms a part. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42^nd Street, 18^th Floor, New York, NY 10168.

Corporate Structure

PicoCELA was incorporated in Tokyo, Japan in 2008 as a joint-stock corporation (kabushiki kaisha) with limited liability.

The following chart illustrates our corporate structure as of the date of this prospectus, without taking into account the effect of this offering. Each ADS represents one Common Share, and each Common Share represents one vote.

(1)	Representing 2,793,960 Common Shares held by our founder and CEO, Hiroshi Furukawa, as of the date of this prospectus.

(2)	Representing 2,531,645 Common Shares held by Nikken, with business address at 2-11-73 Hachiman-cho, Higashikurume-shi, Tokyo, as of the date of this prospectus.

(3)	Representing 1,727,820 Common Shares held by EXEO Group, Inc. (“EXEO Group”), a joint-stock corporation (Kabushiki kaisha) with limited liability incorporated in Japan, as of the date of this prospectus. Its business address is at 29-20, Shibuya 3-chome, Shibuya-ku, Tokyo.

(4)	Representing 1,696,440 Common Shares held by SHIMIZU CORPORATION (TYO: 1803; NAG: 1803), a joint-stock corporation (Kabushiki kaisha) with limited liability incorporated in Japan, as of the date of this prospectus. Its business address is at 2-16-1 Kyobashi, Chuo-ku, Tokyo.
(5)	Representing an aggregate of 14,715,600 Common Shares held by 33 holders, each one of which holds less than 5% of our voting interest, as of the date of this prospectus.

Implications of Our Being an “Emerging Growth Company”

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth company, we:

	●	may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

	●	are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as the “compensation discussion and analysis”;

	●	are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

	●	are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on frequency,” and “say-on-golden-parachute” votes);

	●	are exempt from certain executive compensation disclosure provisions requiring a pay-for- performance graph and chief executive officer pay ratio disclosure;

	●	are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act; and

	●	will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report on Form 20-F following the completion of the IPO.

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”) occurred, if we have more than $1.235 billion in annual revenue, have $700 million or more in market value of the ADSs held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

Foreign Private Issuer Status

We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

	●	we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;

	●	for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

	●	we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

	●	we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material non-public information;

	●	we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and

	●	we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

THE OFFERING

Securities offered by us		6,100,000 ADSs


Public offering price		ADSs are offered at a public offering price of $0.30 per ADS.

Best-efforts offering		We are offering the securities on a best-efforts basis. We have engaged Revere Securities LLC as our lead placement agent to use its reasonable best efforts to solicit offers to purchase the securities in this offering. Dominari Securities LLC is acting as our co-placement agent. The placement agents have no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities.

		We intend to complete one closing of this offering. We expect to hold a closing of the offering on May 27, 2025.

Shares issued and outstanding prior to completion of this offering		27,215,505 Common Shares

Shares issued and outstanding immediately after this offering⁽¹⁾		33,315,505 Common Shares

ADSs outstanding immediately after this offering		9,850,040 ADSs

Listing		The ADSs are listed on the Nasdaq Capital Market under the symbol “PCLA”.

The ADSs		Each ADS represents one Common Share.

		The depositary or its nominee will be the holder of the Common Shares underlying the ADSs and you will have the rights of an ADS holder as provided in the deposit agreement among us, the depositary, and all beneficial owners and holders of ADSs issued thereunder.

		Our board of directors may suggest to the shareholders meeting in the future that it resolves to pay dividends. Any decision to make such a suggestion in the future will be subject to a number of factors, including our financial condition, results of operations, the level of our retained earnings, capital demands, general business conditions, and other factors our board of directors may deem relevant. If we declare dividends on our Common Shares, the depositary will distribute the cash dividends and other distributions it receives on our Common Shares after deducting its fees and expenses in accordance with the terms set forth in the deposit agreement.

		You may surrender your ADSs to the depositary for cancellation to withdraw the Common Shares underlying your ADSs. The depositary will charge you a fee for such cancellation.

		We may amend or terminate the deposit agreement for any reason without your consent. Any amendment that imposes or increases fees or charges or which materially prejudices any substantial existing right you have as an ADS holder will not become effective as to outstanding ADSs until 30 days after notice of the amendment is given to ADS owners. If an amendment becomes effective, you will be bound by the deposit agreement as amended if you continue to hold your ADSs.

		To better understand the terms of the ADSs, you should carefully read the section in this prospectus entitled “Description of American Depositary Shares.” We also encourage you to read the deposit agreement.

Depositary		Citibank, N.A.

Use of proceeds		We estimate that we will receive net proceeds of approximately $1,020,050 from this offering, after deducting estimated placement agents’ commissions and estimated offering expenses payable by us.

		We anticipate using the net proceeds of this offering primarily for: (i) working capital and general corporate purposes, and (ii) product development and research. See “Use of Proceeds.”

Risk Factors		The ADSs offered hereby involve a high degree of risk. You should read “Risk Factors,” beginning on page 9 for a discussion of factors to consider before deciding to invest in the ADSs.

Payment and Settlement		We expect that the delivery of the ADSs for the initial closing against payment therefor will occur on or about May 27, 2025.

(1)

The total number of Common Shares that will be outstanding immediately after this offering is based upon 27,215,505 Common Shares issued and outstanding as of the date of this prospectus.

RISK FACTORS

An investment in the ADSs involves a high degree of risk. Before deciding whether to invest in the ADSs, you should carefully consider the risk factors set forth in our 2024 Annual Report on file with the SEC, which is incorporated by reference into this prospectus, as well as the following risk factors, which augment the risk factors set forth in our 2024 Annual Report. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. The risks and uncertainties not presently known to us or that we currently deem immaterial may also materially harm our operating results and financial condition and could result in a complete loss of your investment.

Risks Relating to this Offering

An active trading market for the ADSs may not be maintained and the trading price for the ADSs may fluctuate significantly.

We cannot assure you that a liquid public market for the ADSs will be maintained. If an active public market for the ADSs is not maintained, the market price and liquidity of the ADSs may be materially and adversely affected. We can provide no assurance that the trading price of the ADSs after this offering will not decline below the public offering price. As a result, investors in the ADSs may experience a significant decrease in the value of their ADSs.

We may not maintain the listing of the ADSs on Nasdaq, which could limit investors’ ability to make transactions in the ADSs and subject us to additional trading restrictions.

The ADSs are listed on Nasdaq. In order to continue listing the ADSs on Nasdaq, we must maintain certain financial and ADS price levels and we may be unable to meet these requirements. On April 22, 2025, we received a letter (the “Notification Letter”) from the Listings Qualifications Department of Nasdaq, notifying us that we had not been in compliance with the minimum bid price requirement as set forth under Nasdaq Listing Rule 5550(a)(2) for continued listing on Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided 180 calendar days, or until October 20, 2025, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the ADSs must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive business days. While we will use our best effort to regain compliance, we cannot assure you that we will be able to regain compliance and the ADSs will continue to be listed on Nasdaq in the future.

If Nasdaq delists the ADSs and we are unable to list the ADSs on another national securities exchange, we expect the ADSs could be quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse consequences, including:

(a) a limited availability of market quotations for the ADSs;

(b) reduced liquidity for the ADSs;

(c) a determination that the ADSs are “penny stock,” which will require brokers trading in the ADSs to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the ADSs;

(d) a limited amount of news and analyst coverage; and

(e) a decreased ability to issue additional securities or obtain additional financing in the future.

As long as the ADSs are listed on Nasdaq, U.S. federal law prevents or pre-empts the states from regulating their sale. However, the law does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar their sale. Further, if we were no longer listed on Nasdaq, we would be subject to regulations in each state in which we offer the ADSs.

Short selling may drive down the market price of the ADSs.

Short selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we would have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.

You will experience immediate and substantial dilution in the net tangible book value of ADSs purchased.

Because the public offering price per ADSs being offered is substantially higher than the net tangible book value per ADS, you will suffer immediate and substantial dilution in the net tangible book value of the ADSs you purchase in the offering. With a public offering price of $0.30, you will experience an immediate dilution of approximately $0.05 per ADS, with respect to the net tangible book value of the ADSs as of September 30, 2024. See “Dilution.”

The trading price of the shares of the ADSs has been and is likely to continue to be highly volatile, and purchasers of the ADSs could incur substantial losses.

The ADS price has been and will likely continue to be volatile for the foreseeable future. The stock market in general and the market for companies similarly situated like us in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their ADSs at or above the price they paid.

The sale or availability for sale of substantial amounts of the ADSs could adversely affect their market price.

Sales of substantial amounts of the ADSs in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of the ADSs and materially impair our ability to raise capital through equity offerings in the future. The ADSs sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements, if any. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of the ADSs See “Plan of Distribution” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this offering.

We may use the proceeds of this offering in ways with which you may not agree.

Our management will have considerable discretion in deciding how to apply the proceeds of this offering. You will not have the opportunity to assess whether the proceeds are being used appropriately before you make your investment decision. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. We cannot assure you that the net proceeds will be used in a manner that will improve our results of operations or increase the price of the ADSs nor that these net proceeds will be placed only in investments that generate income or appreciate in value.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may,” or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results, and financial needs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

	●	assumptions about our future financial and operating results, including revenue, income, expenditures, cash balances, and other financial items;

	●	our ability to execute our growth strategies, including our ability to meet our goals;

	●	current and future economic and political conditions;

	●	our capital requirements and our ability to raise any additional financing which we may require;

	●	our ability to attract customers and further enhance our brand recognition;

	●	our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business;

	●	trends and competition in the enterprise mesh Wi-Fi access points market; and

	●	other assumptions described in this prospectus underlying or relating to any forward-looking statements.

We describe certain material risks, uncertainties, and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

ENFORCEABILITY OF CIVIL LIABILITIES

We are a joint-stock corporation with limited liability organized under Japanese law. All of our executive officers and directors reside in Japan and all of our assets and the assets of such persons are located outside of the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

Todoroki Law Office, our counsel with respect to the laws of Japan, has advised us that there is uncertainty as to whether the courts of Japan would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Japan against us or our directors or officers predicated upon the securities laws of the United States. The Civil Execution Act of Japan and the Code of Civil Procedure require Japanese courts to deny requests for the enforcement of judgments of foreign courts if foreign judgments fail to satisfy the requirements prescribed by the Civil Execution Act and the Code of Civil Procedure, including that:

	●	the jurisdiction of the foreign court be recognized under laws, regulations, treaties, or conventions;

	●	proper service of process be made on relevant defendants, or relevant defendants be given appropriate protection if such service is not received;

	●	the judgment and proceedings of the foreign court must not be repugnant to public policy as applied in Japan; and

	●	there exists reciprocity as to the recognition by a court of the relevant foreign jurisdiction of a final judgment of a Japanese court.

No treaties exist between the U.S. and Japan that would generally allow any U.S. judgments to be recognized or enforced in Japan. In addition, reciprocity is judged by a Japanese court on a case-by-case basis as to whether a court of the jurisdiction in question (i.e., a court of the state or country that has rendered the judgment in question) would recognize or enforce a final judgment of the same type or kind rendered by a Japanese court, based on effectively the same process as applied in Japan (i.e., without re-examining the merit of the case, subject to public policy). Japanese courts have admitted reciprocity in relation to judgments rendered by a federal court in Hawaii, and state courts in Washington DC, New York, California, Texas, Nevada, Minnesota, Oregon, and Illinois, respectively (mainly relating to monetary claims), but there is no guarantee that reciprocity will be admitted with respect to U.S. judgments rendered in any other state or of any kind or type. Therefore, judgments of U.S. courts of civil liabilities predicated solely upon the federal and state securities laws of the United States may not satisfy these requirements.

We have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering, after deducting the estimated placement agents’ commissions and estimated offering expenses payable by us, of approximately $1,020,050.

We plan to use the net proceeds we receive from this offering for the following purposes:

	●	approximately 70% for working capital and general corporate purposes; and

	●	approximately 30% for product development and research.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have flexibility and discretion to apply the net proceeds of this offering. See “Risk Factors — Risks Relating to this Offering— We may use the proceeds of this offering in ways with which you may not agree.” To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY

Since our inception, we have not declared or paid cash dividends on our Common Shares. Our board of directors may suggest to the shareholders meeting in the future that it resolves to pay dividends. Any decision to make such a suggestion in the future will be subject to a number of factors, including our financial condition, results of operations, the level of our retained earnings, capital demands, general business conditions, and other factors our board of directors may deem relevant. Consequently, we cannot give any assurances that any dividends will be declared and paid in the future.

If declared, holders of our outstanding shares on a dividend record date will be entitled to the full dividend declared without regard to the date of issuance of the shares or any subsequent transfer of the shares. Payment of declared annual dividends in respect of a particular year, if any, will be made in the following year after approval by our shareholders at the annual general meeting of shareholders, subject to certain provisions of our articles of incorporation and the Companies Act.

Subject to the terms of the deposit agreement for the ADSs, you will be entitled to receive dividends on our Common Shares represented by ADSs to the same extent as the holders of our Common Shares, less the fees and expenses payable under the deposit agreement in respect of, and any Japanese tax or any other taxes or other governmental charges applicable to, such dividends. See “Description of American Depositary Shares.” The depositary will generally convert the Japanese yen it receives into U.S. dollars and distribute the U.S. dollar amounts to holders of ADSs (less applicable fees, taxes, and charges payable pursuant to the terms of the deposit agreement). Cash dividends on our Common Shares, if any, will be paid in Japanese yen.

CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2024:

	●	on an actual basis;

	●	on an pro forma basis to give effect to: (i) the issuance and sale of 1,750,000 ADSs, representing 1,750,000 Common Shares, in our initial public offering at the initial offering price of $4.00 on January 16, 2025, and (ii) the issuance and sale of 2,531,645 Common Shares to Nikken on April 30, 2025; and

	●	on a pro forma as-adjusted basis to give effect to the issuance and sale of 6,100,000 ADSs, representing 6,100,000 Common Shares offered hereby, based on a public offering price of $0.30 per ADS.

You should read this capitalization table together with our consolidated financial statements and the related notes incorporated by reference into this prospectus and “Item 5. Operating and Financial Review and Prospects” in our 2024 Annual Report, and other financial information incorporated by reference into this prospectus.

	September 30, 2024
	Actual			Pro Forma			Pro Forma As-Adjusted
	(Japanese yen in thousands, except share data)			(Japanese yen in thousands, except share data)			(Japanese yen in thousands, except share data)
Cash and Cash Equivalents	¥	456,775		¥	1,171,212		¥	1,317,327
Indebtedness:
Long-term borrowing		246,254			246,254			246,254
Bond payable		299,997			299,997			299,997
Total Indebtedness		546,251			546,251			546,251
Shareholders’ Equity:
Common Shares, no par value; 91,735,440 shares authorized; 22,933,860 shares issued and outstanding, actual; 27,215,505 shares issued and outstanding, pro forma; and 33,315,505 shares issued and outstanding, pro forma as-adjusted		100,000			557,182			630,240
Additional paid-in capital		2,457,458			2,914,648			2,987,705
Accumulated profit/(deficit)		(2,202,668	)		(2,202,612	)		(2,202,612	)
Total Shareholders’ Equity		354,790			1,269,218			1,415,333
Total Capitalization		901,041			1,815,469			1,961,584

DILUTION

If you invest in the ADSs being offered in this offering, your ownership interest will be diluted for each ADS you purchase to the extent of the difference between the public offering price per ADS and our pro forma as-adjusted net tangible book value per ADS immediately after this offering. Dilution results from the fact that the public offering price per Common Share is substantially in excess of the pro forma as-adjusted net tangible book value per Common Share attributable to the existing shareholders for our presently outstanding Common Shares.

As of September 30, 2024, our net tangible book value was $807,000, or approximately $0.04 per Common Share. After giving effect to (i) the issuance and sale of 1,750,000 ADSs, representing 1,750,000 Common Shares in our initial public offering at the initial offering price of $4.00 on January 16, 2025, and (ii) the issuance and sales of 2,531,645 Common Shares to Nikken on April 30, 2025, our pro forma net tangible book value as of September 30, 2024 was $7,190,000, or $0.26 per Common Share. Net tangible book value represents the amount of our total tangible assets, less the amount of our total liabilities. Dilution is determined by subtracting net tangible book value per Common Share (as adjusted for the offering) from the public offering price per ADS and after deducting the estimated placement agent fees and the estimated offering expenses payable by us.

Assuming the maximum offering is completed, after giving effect to the issuance and sale of 6,100,000 ADSs, representing 6,100,000 Common Shares offered hereby, based on a public offering price of $0.30 per ADS, after deduction of the estimated placement agent fees and the other estimated offering fees and expenses payable by us, our pro forma as-adjusted net tangible book value as of September 30, 2024 would have been $8,210,000, or $0.25 per Common Share and $0.25 per ADS. This represents an immediate decrease in net tangible book value of $0.01 per Common Share and $0.01 per ADS to the existing shareholders, and an immediate dilution in net tangible book value of $0.05 per Common Share and $0.05 per ADS to investors purchasing ADSs in this offering.

The following tables illustrate such dilution:

	Per Common Share		Per ADS
Public offering price per Common Share	$	0.30	$	0.30
Net tangible book value per Common Share as of September 30, 2024	$	0.04	$	0.04
Increase per Common Share attributable to the pro forma adjustments described above	$	0.22	$	0.22
Pro forma net tangible book value per Common Share as of September 30, 2024	$	0.26	$	0.26
Pro forma as-adjusted net tangible book value per Common Share attributable to payments by new investors	$	0.01	$	0.01
Pro forma as-adjusted net tangible book value per Common Share immediately after this offering	$	0.25	$	0.25
Amount of dilution in net tangible book value per Common Share to new investors in the offering	$	0.05	$	0.05

The following tables summarize, on a pro forma as-adjusted basis as of September 30, 2024, the differences between existing shareholders and the new investors with respect to the number of Common Shares (in the form of ADSs) purchased from us, the total consideration paid and the average price per Common Share before deducting the placement agent fees and the offering expenses payable by us.

	Shares Purchased					Total Consideration					Average Price		Average Price
	Amount		Percent			Amount		Percent			Per Share		Per ADS
Existing shareholders		27,215,505		81.7	%	$	24,236,160		93.0	%	$	0.89	$	0.89
New investors		6,100,000		18.3	%	$	1,830,000		7.0	%	$	0.30	$	0.30
Total		33,315,505		100.0	%	$	26,066,160		100.0	%	$	0.78	$	0.78

CORPORATE HISTORY AND STRUCTURE

Corporate History

PicoCELA was incorporated in Tokyo, Japan in 2008 as a joint-stock corporation (kabushiki kaisha) with limited liability.

Before July 5, 2024, our shares authorized for issuance were divided into four classes: Common Shares, without special provisions regarding the matters set forth in each item of Article 108, Paragraph 2 of the Companies Act, and the Class A, Class B, and Class C preferred shares. On July 5, 2024, we converted all the preferred share then issued and outstanding to Common Shares, and, on July 17, 2024, all classes of preferred shares were eliminated from our authorized share capital. As such, we have only one class of shares, the Common Shares, authorized for issuance as of the date of this prospectus. See also “Description of Share Capital.”

On October 6, 2024, our board of directors approved a forward split of our Common Shares at a ratio of 60-for-1 share.

Completion of IPO

On January 16, 2025, the trading of the ADSs commenced on the Nasdaq Capital Market under the symbol “PCLA”. On January 20, 2025, the Company announced the closing of its initial offering at a price of $4.00 per ADS. We raised $7,000,000 in gross proceeds from our IPO, before deducting underwriting discounts and other related expenses. Net proceeds of our IPO were approximately $4,986,870.

Consulting Agreement

On March 31, 2023, the Company entered into a consulting and services agreement (the “Consulting Agreement”) with Spirit Advisors. Pursuant to the terms of the Consulting Agreement, Spirit Advisors agreed to provide the Company with certain advisory services in connection with our IPO, and the Company agreed to compensate Spirit Advisors as follows:

(a) U.S.$320,000 (and additional performance bonus, if applicable), to be paid in installments by milestones and conditions achieved; and

(b) issuance by the Company to Spirit Advisors of a warrant, exercisable upon completion of our IPO for a period of 10 years to purchase 3% of outstanding common shares of the Company on a fully-diluted basis immediately before the IPO, automatically exercisable at the time of the IPO for an exercise price per share of U.S.$0.01, subject to adjustments as set forth in the warrant. 716,146 Common Shares are issuable to Spirit Advisors upon exercise of this warrant. These Common Shares, when issued, are not subject to lock up nor bear any registration rights.

The Consulting Agreement has an initial term of 12 months. After that, the agreement can be terminated by either party by giving 30 days’ prior written notice.

Private Placement with Nikken

On April 28, 2025, we entered into a share subscription agreement with Nikken, a Tokyo-based company specializing in the sales and leasing of temporary construction materials and equipment, pursuant to which we agreed to issue 2,531,645 Common Shares to Nikken at a purchase price of JPY79 ($0.55) per share, for an aggregate purchase price of JPY199,999,955 ($1,396,160), on April 30, 2025. The objective of this private placement is to undertake a joint project aimed at developing new products. The Nikken Shares were issued to Nikken on April 30, 2025.

For further information on our corporate history and structure, please see “Item 4. Information on The Company—A. History and Development of the Company” in our 2024 Annual Report, which are incorporated by reference into this prospectus.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For our management’s discussion and analysis of financial condition and results of operations for the fiscal years ended September 30, 2024, 2023, and 2022, please see “Item 5. Operating and Financial Review and Prospects” in our 2024 Annual Report, which is incorporated by reference into this prospectus.

BUSINESS

For a description of our business, please see “Item 4. Information on the Company—B. Business Overview” in our 2024 Annual Report, which is incorporated by reference into this prospectus. There have been no material changes or developments to our business since the filing of our 2024 Annual Report, except as otherwise set forth in this prospectus.

REGULATIONS

For major regulations that impact our business, please see “Item 4. Information on the Company—B. Business Overview—Regulations” in our 2024 Annual Report, which is incorporated by reference into this prospectus.

MANAGEMENT

For a description of our management, including management compensation and share ownership, please see “Item 6. Directors, Senior Management and Employees” and “Item 16G. Corporate Governance” in our 2024 Annual Report, which is incorporated by reference into this prospectus. There have been no material changes or developments to our management since the filing of our 2024 Annual Report, except as otherwise set forth in this prospectus.

PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Common Shares as of the date of this prospectus for:

	●	each of our directors and executive officers;

	●	all directors and executive officers as a group; and

	●	each person known to us to own beneficially more than 5% each class of our voting Common Shares.

Beneficial ownership includes voting or investment power with respect to the Common Shares. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Common Shares shown as beneficially owned by them. Percentage of beneficial ownership of each listed person is based on 27,215,505 Common Shares outstanding as of the date of this prospectus (reflecting a 60-for-1 forward split of our Common Shares approved by our board of directors on October 6, 2024). The percentage of beneficial ownership of each listed person after this offering assumes completion of the maximum offering of 6,100,000 ADSs representing 6,100,000 Common Shares and is based on 33,315,505 Common Shares outstanding immediately after the completion of this offering.

Information with respect to beneficial ownership has been furnished by each director, executive officer, or beneficial owner of 5% or more of our Common Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of shares beneficially owned by a person listed below and the percentage ownership of such person, shares underlying options, warrants, or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this prospectus are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. As of the date of this prospectus, none of our shareholders have different voting rights from other shareholders.

	Common Shares Beneficially Owned Prior to This Offering					Common Shares Beneficially Owned After This Offering
	Number		Percent			Number		Percent
Directors and Executive Officers⁽¹⁾
Hiroshi Furukawa		2,793,960		10.27	%		2,793,960		8.39	%
Toshihito Kanai		—		—			—		—
Mirei Kuroda		—		—			—		—
Yoshinari Noguchi		—		—			—		—
Mutsuko Oba		—		—			—		—
Hideaki Horikiri		—		—			—		—
Kosuke Nakanishi⁽²⁾		60,000		0.22	%		60,000		0.18	%
All directors and executive officers as a group (seven individuals)		2,853,960		10.49	%		2,853,960		8.57	%
5% Shareholders:
Nikken⁽³⁾		2,531,645		9.30	%		2,531,645		7.60	%
EXEO Group⁽⁴⁾		1,727,820		6.35	%		1,727,820		5.19	%
SHIMIZU CORPORATION⁽⁵⁾		1,696,440		6.23	%		1,696,440		5.09	%

Notes:

(1)	Unless otherwise indicated, the business address of each of the individuals is 2-34-5 Ningyocho, SANOS Building, Nihonbashi, Chuo-ku, Tokyo 103-0013 Japan.

(2)	Number of Common Shares held by Kosuke Nakanishi represents 60,000 stock options granted by the Company, convertible to 60,000 Common Shares.

(3)	Representing 2,531,645 Common Shares held by Nikken, with business address at 2-11-73 Hachiman-cho, Higashikurume-shi, Tokyo, as of the date of this prospectus.

(4)	Representing 1,727,820 Common Shares held by EXEO Group, a joint-stock corporation (Kabushiki kaisha) with limited liability incorporated in Japan, as of the date of this prospectus. Its business address is at 29-20, Shibuya 3-chome, Shibuya-ku, Tokyo, Japan.

(5)	Representing 1,696,440 Common Shares held by SHIMIZU CORPORATION (TYO: 1803; NAG: 1803), a joint-stock corporation (Kabushiki kaisha) with limited liability incorporated in Japan, as of the date of this prospectus. Its business address is at 2-16-1 Kyobashi, Chuo-ku, Tokyo, Japan.

As of the date of this prospectus, none of our outstanding Common Shares are held by record holders in the United States. The number of individual holders of record is based exclusively upon our share register and does not address whether a share or shares may be held by the holder of record on behalf of more than one person or institution who may be deemed to be the beneficial owner of a share or shares in our company.

To our knowledge, the Company is not directly or indirectly owned or controlled by another corporation(s), by any foreign government, or by any other natural or legal person(s) severally or jointly. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.

RELATED PARTY TRANSACTIONS

Except as set forth below, during our preceding three fiscal years up to the date of this prospectus, there have been no transactions or loans between the company and (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the Company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of the company that gives them significant influence over the company, and close members of any such individual’s family; (d) key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of the company, including directors and senior management of companies and close members of such individuals’ families; and (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence:

Private Placements

See “Description of Share Capital — History of Share Issuance.”

Employment Agreements

For the details of employment agreements and the compensation of directors and executive officers, please see “Item 4. Information on the Company—B. Business Overview—Employees” and “Item 6. Directors, Senior Management and Employees,” respectively, in our 2024 Annual Report, which is incorporated by reference into this prospectus. There have been no material changes or developments to our management since the filing of our 2024 Annual Report, except as otherwise set forth in this prospectus.

Material Transactions with Related Parties

During the fiscal years ended September 30, 2024 and 2023, EXEO Group, a holder of more than 5% of the Company’s outstanding share capital and a multinational radio and telecommunication device distributor, purchased mesh Wi-Fi access points PCWL devices from the Company for a total amount of JPY78,142 thousand (approximately $545 thousand) and JPY60,011 thousand, respectively. The Company’s sale was an arm’s length transaction, and the sale price was based on the price lists distributed to other third-party distributors. The account receivable balance from EXEO Group as of September 30, 2024 and 2023 was JPY1,394 thousand (approximately $9 thousand) and JPY48,044 thousand, respectively. The contract liabilities balance to EXEO Group as of September 30, 2024 and 2023 was JPY13,822 thousand (approximately $96 thousand) and JPY10,929 thousand, respectively. From October 1, 2024 to March 31, 2025, EXEO Group purchased products from us for a total amount of JPY31,047 thousand (approximately $217 thousand). The account receivable balance from EXEO Group as of March 31, 2025 was JPY21,396 thousand (approximately $149 thousand).

During the fiscal years ended September 30, 2024, 2023, and 2022, SHIMIZU CORPORATION, a holder of more than 5% of the Company’s outstanding share capital and a multinational construction company, purchased mesh Wi-Fi access points PCWL devices from the Company for a total amount of JPY1,856 thousand (approximately $13 thousand), JPY189 thousand, and JPY21,735 thousand, respectively. The Company’s sale was an arm’s length transaction, and the sale price was based on the price lists distributed to other third-party distributors. The account receivable balance from SHIMIZU CORPORATION as of September 30, 2024, 2023, and 2022 was nil, JPY165 thousand, and nil, respectively. From October 1, 2024 to March 31, 2025, SHIMIZU CORPORATION had no purchase of mesh Wi-Fi access points PCWL devices from the Company. The account receivable balance from SHIMIZU CORPORATION as of March 31, 2025 was none.

During the fiscal years ended September 30, 2022, Sojitz Corporation, a holder of more than 5% of the Company’s outstanding share capital and a multinational trading company, purchased mesh Wi-Fi access points PCWL devices from the Company for a total amount of JPY28 thousand (approximately $145). The Company’s sale was an arm’s length transaction, and the sale price was based on the price lists distributed to other third-party distributors. The Company had no account receivable balance from Sojitz Corporation as of September 30, 2022. From October 1, 2024 to March 31, 2025, Sojitz Corporation had no purchase of mesh Wi-Fi access points PCWL devices from the Company. The account receivable balance from Sojitz Corporation as of March 31, 2025 was none.

During the fiscal year ended September 30, 2023 and 2022, KAGA ELECTRONICS CO., LTD., a holder of more than 5% of the Company’s outstanding share capital during such fiscal years and a multinational electronics wholesaler, purchased mesh Wi-Fi access points PCWL devices from the Company for a total amount of JPY35,952 thousand (approximately $251 thousand) and JPY41,547 thousand (approximately $290 thousand), respectively. The Company’s sale was an arm’s length transaction, and the sale price was based on the price lists distributed to other third-party distributors. The account receivable balance from KAGA ELECTRONICS CO., LTD. as of September 30, 2023 and 2022 was JPY7,863 thousand and JPY7,379 thousand, respectively. From October 1, 2024 to March 31, 2025, KAGA ELECTRONICS CO., LTD. had JPY24,126 thousand (approximately $168 thousand) purchase of mesh Wi-Fi access points PCWL devices from the Company. The account receivable balance from KAGA ELECTRONICS CO., LTD. as of March 31, 2025 was JPY2,089 thousand (approximately $15 thousand).

The Company incurred guarantee fees of JPY132 thousand (approximately $921) during the fiscal year ended September 30, 2024 and had prepaid expenses of JPY660 thousand (approximately $5 thousand) and unpaid guarantee fees of JPY792 thousand (approximately $6 thousand) as of September 30, 2024 to Hiroshi Furukawa, the Company’s CEO and Representative Director. During the fiscal year ended September 30, 2023, Hiroshi Furukawa extended his personal guarantee to the Company on its 3-year bank loan of JPY50,000 thousand (approximately $349 thousand) extended on March 31, 2023, and the Company paid him JPY1,371 thousand (approximately $10 thousand) for guarantee fees. The Company also paid him the past unpaid guarantee fees and accrued interest of JPY8,513 thousand (approximately $59 thousand) arising from the past personal loans and guarantee transactions from 2012 through 2019.

During the fiscal year ended September 30, 2024, MCC Venture Capital Limited Liability Company, a holder of more than 5% of the Company’s outstanding share capital, entered into a convertible bond agreement with the Company in the amount of JPY199,998 thousand (approximately $1,396 thousand). As of September 30, 2024, the Company has a bond payable of JPY199,998 thousand (approximately $1,396 thousand) and accrued interest expenses of JPY19,178 thousand (approximately $134 thousand) to MCC Venture Capital Limited Liability Company. On January 27, 2025, the bond in the amount of JPY199,998 along with accumulated interest of JPY8,547 (approximately $60) were paid off.

From October 1, 2024 to March 31, 2025, Nikken, a holder of more than 5% of the Company’s outstanding Common Shares and a multinational trading company, purchased products from us for a total amount of JPY37,899 thousand (approximately $265 thousand). The account receivable balance from Nikken as of March 31, 2025 was JPY37,244 thousand (approximately $260 thousand).

DESCRIPTION OF SHARE CAPITAL

We are a joint-stock corporation with limited liability organized in Japan under the Companies Act, and our affairs are governed by our articles of incorporation, as amended and restated from time to time, and the Companies Act of Japan.

As of the date of this prospectus, our authorized share capital consists of 91,735,440 Common Shares; 27,215,505 Common Shares are issued and outstanding. We have only one class of shares, the Common Shares, authorized for issuance as of the date of this prospectus. The terms of “Common Shares” are used within their meaning under the Japanese law and are not intended to represent or imply the equivalency between such terms as used in this prospectus and the meaning of such terms in other jurisdictions, including the U.S. In respect of matters requiring a vote of all shareholders, each holder of Common Shares will be entitled to one vote for each Common Share they hold.

Upon completion of this offering, there will be 33,315,505 Common Shares issued and outstanding. We expect to hold a closing of the offering on May 27, 2025.

History of Share Issuances

The following is a history of our share issuances during the last three years. No shares were issued for consideration other than cash.

On January 16, 2025, the trading of the ADSs commenced on the Nasdaq Capital Market under the symbol “PCLA.” On January 20, 2025, the Company announced the closing of its initial offering at a price of $4.00 per ADS. We raised $7,000,000 in gross proceeds from our IPO, before deducting underwriting discounts and other related expenses. Net proceeds of our IPO were approximately $4,986,870.

For further information on our share capital and the material provisions of our articles of incorporation, please see “Description of Rights of Each Class of Securities,” which was attached as Exhibit 2.3 to our 2024 Annual Report, and “Item 10. Additional Information—B. Memorandum and Articles of Association” in our 2024 Annual Report, which are incorporated by reference into this prospectus.

DESCRIPTION OF AMERICAN DEPOSITARY SHARES

For a description of ADSs, please see “Item 12. Description of Securities Other Than Equity Securities—D. American Depositary Shares” in our 2024 Annual Report and Description of Rights of Each Class of Securities Registered, which was attached as Exhibit 2.3 to our 2024 Annual Report and is incorporated by reference into this prospectus.

SHARES ELIGIBLE FOR FUTURE SALE

Rule 144

In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated) who at the time of a sale is not, and has not been during the three months preceding the sale, an affiliate of ours and has beneficially owned our restricted securities for at least six months is entitled to sell the restricted securities without registration under the Securities Act, subject to the availability of current public information about us, and will be entitled to sell restricted securities beneficially owned for at least one year without restriction. Persons who are our affiliates (including persons beneficially owning 10% or more of our outstanding shares) and have beneficially owned our restricted securities for at least six months may sell within any three-month period a number of restricted securities that does not exceed the greater of the following:

	●	1% of the number of Common Shares then outstanding, in the form of ADSs or otherwise, which will equal approximately 333,155 Common Shares immediately after this offering; or

	●	the average weekly trading volume of the ADSs on the Nasdaq during the four calendar weeks preceding the date on which notice of the sale on Form 144 is filed with the SEC.

Such sales are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us.

Rule 701

Beginning 90 days after we became a reporting company, persons other than affiliates who purchased Common Shares under a written compensatory plan or other written agreement executed prior to the completion of our IPO may be entitled to sell such shares in the United States in reliance on Rule 701 under the Securities Act, or Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144.

Rule 701 further provides that non-affiliates may sell these shares in reliance on Rule 144 subject only to its manner-of-sale requirements. However, the Rule 701 shares would remain subject to any applicable lock-up arrangements and would only become eligible for sale when the lock-up period expires, if any.

Regulation S

Regulation S provides generally that sales made in offshore transactions are not subject to the registration or prospectus-delivery requirements of the Securities Act.

Lock-Up Agreements and Rights of First Refusal

On January 15, 2025, the Company and Benjamin Securities, Inc. (“Benjamin”) entered into an underwriting agreement pursuant to which Benjamin acted as the representative of the underwriters in our initial public offering. The underwriting agreement provides that, subject to certain limited exceptions, we will not, without Benjamin’s prior written consent, until July 14, 2025, engage in any securities offering (“Company Lockup”). The underwriting agreement also prohibited the Company’s officers, directors, and security holders of 1% or more of the Company’s Common Shares or securities convertible into or exercisable for Common Shares (the “Subject Shareholders”) from selling the Company’s Common Shares or securities convertible into or exercisable for Common Shares held by them until July 14, 2025 (the “Subject Shareholder Lockup”).

On March 7, 2025, we and Benjamin entered into a waiver, pursuant to which Benjamin has agreed to (i) waive the Company Lockup with respect to the securities offered in this prospectus, (ii) terminate the Subject Shareholder Lockup on May 14, 2025 instead of July 14, 2025; and (iii) permit Mr. Hiroshi Furukawa to sell up to 800,000 Common Shares or ADS held by him without regard to the Subject Shareholder Lockup. As of the date of this prospectus, the Subject Shareholder Lockup has already expired.

Additionally, under the underwriting agreement, we also agreed that if, for the period beginning on the closing of our initial public offering and ending 12 months after the closing of the initial public offering on January 17, 2025 (the “ROFR Period”), we engage in: (a) any equity, equity-linked, debt or mezzanine financing or other investment in the Company (including a secondary sale or offering by security holders effected with the Company’s assistance); (b) any tender offer or exchange offer for, debt, convertible debt securities; (c) any merger, consolidation, sale, transfer or other disposition of all or a material portion of the Company’s stocks or asset; or (d) restructuring transactions including, extraordinary dividend, stock repurchase, spin-off, etc. (each transaction, a “Subject Transaction”), Benjamin, or any affiliate designated by Benjamin, would have the right of first refusal (“ROFR”) to act as lead or joint investment banker, lead or joint book-runner, and/or lead or joint placement agent with respect to such Subject Transaction; provided, however, that the ROFR would be contingent upon the written agreement by Benjamin to participate in any Subject Transaction upon the terms and conditions which shall contain reasonable and customary fees for transactions of similar size and nature. On January 28, 2025, however, we and Benjamin entered into an amendment to the underwriting agreement, pursuant to which Benjamin terminated the ROFR for the compensation of $150,000, payable on the same date.

DESCRIPTION OF SECURITIES WE ARE OFFERING

We are offering 6,100,000 ADSs representing 6,100,000 Common Shares. The material terms and provisions of our Common Shares and the ADSs are described under the captions “Description of Share Capital” and “Description of American Depositary Shares” in this prospectus.

PLAN OF DISTRIBUTION

We are offering 6,100,000 ADSs, based on a public offering price of $0.30 per ADS, for gross proceeds of $1,183,000 before deduction of placement agent commissions and offering expenses, in a reasonable best-efforts offering. Pursuant to a placement agency agreement, dated May 22, 2025, we have engaged Revere Securities LLC to act as our lead placement agent in connection with this offering, and Dominari Securities LLC is acting as our co-placement agent. The placement agents are not purchasing or selling any of our securities, nor are they required to arrange for the purchase and sale of any specific number or dollar amount of such securities, other than to use their “reasonable best efforts” to arrange for the sale of such securities by us. Therefore, we may not sell the entire amount of securities being offered. We have entered into a securities purchase agreement directly with the investors who purchase our securities in this offering. The placement agency agreement does not give rise to any commitment by the placement agents to purchase any of our securities, and the placement agents will have no authority to bind us by virtue of the placement agency agreement. Further, the placement agents do not guarantee that it will be able to raise new capital in any prospective offering. The lead placement agent may engage sub-agents or selected dealers to assist with this offering.

We will deliver to the investors the ADSs upon closing and receipt of investor funds for the purchase of the securities offered pursuant to this prospectus. We intend to complete one closing of this offering We expect to hold a closing on May 27, 2025 on all of the offered ADSs. Any extensions or material changes to the terms of the offering will be contained in an amendment to this prospectus. We expect initial delivery of 6,100,000 ADSs being offered pursuant to this prospectus against payment in U.S. dollars will be made on or about May 27, 2025.

Placement Agent Commissions and Expenses

The following table shows the total placement agents’ commissions we will pay in connection with the sale of the securities in this offering.

	Per ADS		Total (Assuming Maximum Offering)
Public offering price	$	0.30	$	1,830,000
Placement agents’ commissions	$	0.021	$	128,100
Proceeds to our Company before expenses	$	0.279	$	1,701,900

We have agreed to pay to the placement agents’ commissions equal to 7% of the aggregate gross proceeds raised in this offering.

We have also agreed to pay or reimburse the placement agents approximately $100,000 for their actual and accountable out-of-pocket expenses related to the offering, including any fees and disbursements of the placement agents’ U.S. and local legal counsels, third-party expenses, and travel and communications costs in connection with the offering. The advance payment pursuant to the engagement letter between us and the lead placement agent is $25,000. The advance will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(g)(4)(A).

We estimate the total expenses payable by us for this offering to be approximately $809,950 which amount includes (i) a placement agents’ commissions of $128,100, assuming the purchase of all of the securities we are offering; and (ii) other estimated expenses of approximately $681,850, which includes legal, accounting, printing costs, and various fees associated with the offering of the ADSs.

Listing

The ADSs began trading on the Nasdaq Capital Market under the ticker symbol “PCLA” on January 16, 2025.

Regulation

The placement agents may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act and any fees received by them and any profit realized on the sale of the securities by them while acting as principal might be deemed to be underwriting commissions under the Securities Act. The placement agents will be required to comply with the requirements of the Securities Act and the Exchange Act including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of the securities by the placement agents. Under these rules and regulations, the placement agents may not (i) engage in any stabilization activity in connection with our securities; and (ii) bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until they have completed their participation in the distribution.

Other Relationships

From time to time, the placement agents may provide various advisory, investment, and commercial banking and other services to us in the ordinary course of business, for which they may receive customary fees and commissions. However, except as disclosed in this prospectus, we have no present arrangements with the placement agents for any services.

Indemnification

We have agreed to indemnify the placement agents against certain liabilities, including liabilities under the Securities Act. If we are unable to provide this indemnification, we will contribute to payments that the placement agents may be required to make for these liabilities.

Electronic Distribution

A prospectus in electronic format may be made available on a website maintained by the placement agents. In connection with the offering, the placement agents or selected dealers may distribute prospectuses electronically. No forms of electronic prospectus other than prospectuses that are printable as Adobe® PDF will be used in connection with this offering.

Other than the prospectus in electronic format, the information on the placement agents’ website and any information contained in any other website maintained by the placement agents is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the placement agents in their capacity as placement agents and should not be relied upon by investors.

Selling Restrictions

No action may be taken in any jurisdiction other than the United States that would permit a public offering of our securities or the possession, circulation, or distribution of this prospectus in any jurisdiction where action for that purpose is required. Accordingly, our securities may not be offered or sold, directly or indirectly, and neither the prospectus nor any other offering material or advertisements in connection with our securities may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable laws, rules, and regulations of any such country or jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

EXPENSES RELATING TO THIS OFFERING

Set forth below is an itemization of the total expenses, excluding placement agent commissions that we expect to incur in connection with this offering. With the exception of the SEC registration fee and the FINRA filing fee, all amounts are estimates.

SEC registration fee	$	682
FINRA filing fee		1,168
Printing expenses		10,000
Legal fees and expenses		450,000
Accounting fees and expenses		20,000
Placement agent out-of-pocket accountable expenses		100,000
Miscellaneous		100,000
Total	$	681,850

We bear these expenses incurred in connection with the offer and sale of the securities by us.

LEGAL MATTERS

We are being represented by Hunter Taubman Fischer & Li LLC with respect to certain legal matters as to United States federal securities and New York State law. The validity of the Common Shares represented by the ADSs offered in this offering and certain other legal matters as to Japanese law will be passed upon for us by Todoroki Law Office. Winston & Strawn LLP is acting as counsel to the placement agents in connection with this offering.

EXPERTS

The financial statements for the fiscal years ended September 30, 2024, 2023, and 2022, incorporated by reference into this prospectus from our 2024 Annual Report, have been so incorporated in reliance on the reports of TAAD LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The office of TAAD LLP is located at 20955 Pathfinder Road, Suite 370, Diamond Bar, CA 91765.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-1, including relevant exhibits and schedules under the Securities Act with respect to the ADSs to be sold in this offering. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. You should read the registration statement on Form F-1 and its exhibits and schedules for further information with respect to us and the ADSs.

We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements to shareholders, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. All information filed with the SEC can be inspected over the Internet at the SEC’s website at www.sec.gov.

MATERIAL CHANGES

Except as otherwise described in the 2024 Annual Report, in our reports of foreign issuer on Form 6-K filed or submitted under the Exchange Act and incorporated by reference herein, and as disclosed in this prospectus or the applicable prospectus supplement, no reportable material changes have occurred since September 30, 2024.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We are allowed to incorporate by reference the information we file with the SEC, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is considered to be part of this prospectus. We incorporate by reference in this prospectus the documents listed below:

●

our 2024 Annual Report filed with the SEC on February 14, 2025; and

●

our reports of foreign private issuer on Form 6-K filed with the SEC on February 5, 2025, February 20, 2025, April 24, 2025, and May 1, 2025.

The information relating to us contained in this prospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporated or deemed to be incorporated by reference in this prospectus.

As you read the above documents, you may find inconsistencies in information from one document to another. If you find inconsistencies between the documents and this prospectus, you should rely on the statements made in the most recent document. All information appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents incorporated by reference herein.

We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of these filings, at no cost, upon written or oral request to us at the following address:

PicoCELA Inc.

2-34-5 Ningyocho, SANOS Building, Nihonbashi

Chuo-ku, Tokyo 103-0013 Japan

Tel: +81 03-6661-2780

Attention: Hideaki Horikiri, Chief Financial Officer and Director

Email: global@picocela.com

You also may access the incorporated reports and other documents referenced above on our website at https://picocela.com/en/news/. The information contained on, or that can be accessed through, our website is not part of this prospectus.

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, or such earlier date, that is indicated in this prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

PicoCELA Inc.

6,100,000 ADSs, representing 6,100,000 Common Shares

PROSPECTUS

Lead Placement Agent

Co-placement Agent

May 22, 2025

SEC Form 424B4 filed by PicoCELA Inc.