PicoCELA Inc ADR美股招股说明书(2025-01-15版)

1,750,000 American Depositary Shares Representing 1,750,000 Common Shares This is an initial public offering of the American depositary shares (the “ADSs”) representing our commonshares (“Common Shares”), no par value. We are offering 1,750,000 ADSs and each ADS represents one CommonShare. Prior to this offering, there has been no public market for the ADSs or our Common Shares. The initial publicoffering price of the ADSs is $4.00 per ADS. We are also registering up to 2,000,040 ADSs (the “SellingShareholder ADSs”), each representing one Common Share, for resale by the selling shareholders named in aseparate Resale Prospectus (each, a “Selling Shareholder”), pursuant to the Resale Prospectus. This prospectus willnot be used for the offering of Selling Shareholder ADSs, and the Resale Prospectus will not be used for this initialpublic offering. The sale of the Selling Shareholder ADSs in the resale offering is conditioned upon the successful completionof the sale of ADSs by the Company in the underwritten primary offering. The sales price to the public of theSelling Shareholder ADSs will initially be fixed at the initial public offering price of the ADSs offered in thisprospectus. Following listing of our ADSs on the Nasdaq Capital Market (“Nasdaq”), the per ADS offering price ofthe Selling Shareholder ADSs to be sold by the Selling Shareholders may be sold at prevailing market prices, pricesrelated to prevailing market prices, or privately negotiated prices. We will not receive any of the proceeds from thesale of the ADSs by the Selling Shareholders named in this prospectus. The number of our authorized shares is 91,735,440 Common Shares. We have 22,933,860 Common Sharesissued and outstanding as of the date of this prospectus. In addition, we issued to two shareholders convertible bondswhich were convertible into 2,085,120 Common Shares and 1,042,560 Common Shares, respectively. The right toconvert to Common Shares underlying the convertible bonds granted to both shareholders expired on August 30,2024 and neither of them exercised such right before it expired. See “Prospectus Summary—Recent Development—Convertible Bond Agreement” and “Principal Shareholders.” Each Common Share represent one vote. We haveagreed to issue warrants to Spirit Advisors LLC (“Spirit Advisors”), which provides advisory consulting services tous.The warrants are automatically exercisable upon this offering.See“Prospectus Summary—RecentDevelopment—Consulting Agreement.” We have historically awarded stock options to various officers, directorsand employees of the Company to purchase Common Shares of the Company (the “Plan”). See “Management—Stock Based Compensation Plan.” We have received the approval from Nasdaq to list the ADSs under the symbol “PCLA”. Investing in the ADSs involves a high degree of risk, including the risk of losing your entire investment.See “Risk Factors” beginning on page 9 to read about factors you should consider before buying the ADSs. We are an “emerging growth company” as defined under the federal securities laws and are subject to reducedpublic company reporting requirements. Please read the disclosures beginning on page 7 of this prospectus for moreinformation. (2)Our total cash expenses for this offering (including cash expenses payable to the Representatives for their out-of-pocket expenses) to be approximately $2,572,000, exclusive of the above discounts. The underwriters are selling 1,750,000 ADSs (or 2,012,500 ADSs if the underwriters exercise the over-allotment option in full) in this offering on a firm commitment basis. The underwriters are obligated to take andpay for all of the ADSs if any such ADSs are taken. We have granted the underwriters an option for a period of45 days after the effective date of the registration statement of which this prospectus forms a part to purchaseup to 15% of the total number of the ADSs to be offered by us in the offering, solely for the purpose ofcovering over-allotments, if any, at the IPO price less the underwriting discounts. If the underwriters exercisethe option in full, the total underwriting discounts payable will be $684,250, based on an IPO price of $4.00 perADS, and the total gross proceeds to us, before underwriting discounts and expenses, will be $8,050,000. The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on orabout January 17, 2025. Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any otherregulatory body has approved or disapproved of these securities or determined if this prospectus is truthfulor complete. Any representation to the contrary is a criminal offense. Prospectus dated January 15, 2025 TABLE OF CONTENTS DILUTION35CORPORATE HISTORY AND STRUCTURE36MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS38BUSINESS47REGULATIONS70MANAGEMENT72PRINCIPAL SHAREHOLDERS76RELATED PARTY TRANSACTIONS78DESCRIPTION OF SHARE