PicoCELA (PCLA) Prices 1.75M ADSs IPO at $4/sh

PicoCELA Inc. (NASDAQ: PCLA), a Tokyo-based provider of enterprise wireless mesh solutions, today announced the pricing of its initial public offering (the "Offering") of 1,750,000 American Depositary Shares ("ADSs") at a public offering price of $4.00 per ADS for a total of $7,000,000 of gross proceeds to the Company, before deducting underwriting discounts, non-accountable expense allowance, and offering expenses. Each ADS represents one common share of the Company.

In addition, PicoCELA has granted the underwriters a 45-day option to purchase up to 262,500 additional ADSs, representing 15% of the ADSs sold in this Offering, solely to cover over- allotments, if any, at the initial offering price, less underwriting discounts and non-accountable expense allowance. The ADSs are expected to begin trading on the Nasdaq Capital Market on January 16, 2025, under the ticker symbol "PCLA." The Offering is expected to close on January 17, 2025, subject to customary closing conditions.

PicoCELA intends to use the net proceeds from the Offering for (i) working capital for inventory production, (ii) product and service improvement, and (iii) research and development for new product and services.

Benjamin Securities, Inc. is acting as a lead book-running representative and Prime Number Capital LLC is acting as a co-underwriter in connection with this Offering. Hunter Taubman Fischer & Li LLC is acting as U.S. counsel to the Company, and Winston & Strawn LLP is acting as U.S. counsel to the underwriters in connection with the Offering. Spirit Advisors LLC is acting as the financial advisor and initial public offering consultant for the Company.

A registration statement on Form F-1, as amended (File No. 333-282931), relating to the Offering was filed with the U.S. Securities and Exchange Commission (the "SEC") and was declared effective by the SEC on December 20, 2024. The Offering is being made only by means of a prospectus, forming part of the effective registration statement. A copy of the final prospectus, when available, relating to the Offering may be obtained via the SEC's website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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