PicoCELA Inc. (PCLA) Announces Pricing of Public Offering

PicoCELA Inc. ("PicoCELA" or the "Company"), (Nasdaq: PLCA), a Tokyo-based provider of enterprise wireless mesh solutions, today announced the pricing of a best-efforts public offering (the "Offering") of 6,100,000 American Depositary Shares ("ADSs") at a public offering price of $0.30 per ADS. The Company expects to receive aggregate gross proceeds of $1,830,000, before deducting placement agent commissions and other offering expenses. Each ADS represents one common share of the Company.

The Offering is expected to close on or about May 27, 2025, subject to the satisfaction of customary closing conditions. The Company intends to use approximately 70% of the net proceeds from the Offering for working capital and general corporate purposes and approximately 30% for product development and research.

Revere Securities LLC is acting as the lead placement agent and Dominari Securities LLC is acting as the co-placement agent in connection with the 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 placement agents in connection with the Offering. Spirit Advisors LLC is acting as the financial advisor for the Company.

A registration statement on Form F-1, as amended (File No. 333-285764), relating to the Offering was filed with the U.S. Securities and Exchange Commission (the "SEC") and was declared effective by the SEC on May 22, 2025. 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. Copies of the prospectus, when available, may be obtained from: Revere Securities LLC, 560 Lexington Ave, 16th Floor, New York, NY 10022, or by email at [email protected].

Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. 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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