Revenue and Financial Performance - Revenue from the sales of mesh Wi-Fi access points, PCWL series, for the fiscal years ended September 30, 2025, 2024, and 2023 was JPY447,069 thousand (approximately $3,021 thousand), JPY627,720 thousand, and JPY465,691 thousand, respectively, accounting for approximately 82.1%, 80.0%, and 83.2% of total revenue[30]. - The company recorded a net loss of JPY626,312 thousand (approximately $4,233 thousand), JPY479,921 thousand, and JPY633,956 thousand for the fiscal years ended September 30, 2025, 2024, and 2023, respectively[32]. - As of September 30, 2025, the company had accumulated deficits of JPY2,828,980 thousand (approximately $19,119 thousand), JPY2,202,668 thousand, and JPY1,722,747 thousand for the fiscal years ended September 30, 2025, 2024, and 2023, respectively[32]. - For the fiscal year ended September 30, 2025, total revenue was JPY544,690 thousand (approximately $3,681 thousand), a decrease from JPY784,403 thousand in 2024[176]. - Revenue from product equipment sales for the fiscal year ended September 30, 2025, was JPY447,069 thousand (approximately $3,021 thousand), down from JPY627,720 thousand in 2024[176]. - Revenue derived from SaaS, maintenance, and others was JPY97,621 thousand (approximately $660 thousand) for the fiscal year ended September 30, 2025, compared to JPY156,683 thousand in 2024[176]. Operational Challenges - A shortage of Wi-Fi Chips could negatively impact revenue and delay product delivery, as third-party manufacturers rely on sourcing chips designated by the company[30][45]. - The COVID-19 pandemic has materially impacted the company's operations, leading to supply chain disruptions and a lingering adverse effect on revenue due to shortages of essential components like Wi-Fi Chips[47]. - The company relies on short-term borrowings to fund operations, and failure to renew these borrowings could adversely affect liquidity and operational capabilities[35][38]. - The company relies on a limited number of manufacturers for its PCWL series, which could disrupt supply if any major manufacturer fails to deliver[92]. - The company faces risks related to economic conditions, which could negatively impact demand for its enterprise mesh Wi-Fi access points[65]. - An economic downturn in Japan could adversely affect sales of enterprise mesh Wi-Fi access points, potentially leading to lower than expected net sales[78]. Product Development and Innovation - The company expects to continue investing significantly in upgrading Wi-Fi access point hardware products to meet industrial needs, although these investments may not lead to timely revenue increases or positive cash flow[34]. - The company started offering customization services in 2023 to adapt access point devices to specific customers' edge-computing software requirements, aiming to increase efficiency[51]. - The company is planning to manufacture and market a hardware module, the PicoCELA Backhaul Engine (PBE), which is designed to integrate with existing Wi-Fi access points[61]. - The company plans to launch the PBE module in December 2026, which is expected to extend the reach of its core technology to a wider range of applications and industries[200]. - The company is transitioning to a subscription model for its cloud-based platform service, PicoManager, which is currently bundled with its mesh Wi-Fi access points[194]. Market and Competitive Landscape - The competitive landscape in the enterprise mesh Wi-Fi access points market in Japan is dominated by global leaders, and the company must prioritize product innovation and customer service to remain competitive[29]. - The demand for free Wi-Fi in shopping malls and retail chain stores has increased, with business use of Wi-Fi access point devices still in a growth phase[221]. - The installation of PCWL mesh Wi-Fi networks in shopping malls has reduced the need for LAN cabling by more than 80%[221]. Intellectual Property and Compliance - The company has registered or licensed 22 patents in Japan and 12 patents in the U.S., highlighting its focus on intellectual property protection[69]. - The company has exclusive license agreements with Kyushu University for 21 patents, and the loss of these licenses could materially affect its business[94]. - The company has entered into exclusive license agreements with Kyushu University, and any breach of these agreements could result in the loss of critical patents[97][100]. - The company is required to obtain technical certifications for its products under Japanese laws, which may also apply in overseas markets[71]. - The company has obtained certifications from TELEC and JATE for compliance with the Radio Act and Telecommunication Business Act, and VCCI for product quality control[73]. Financial and Shareholder Matters - The company may be classified as a passive foreign investment company (PFIC) if more than 50% of its assets produce passive income, which could have adverse tax consequences for U.S. taxpayers[151]. - The company raised $7,000,000 in gross proceeds from its IPO, with net proceeds of approximately $4,986,870[164]. - The company completed a public offering of 6,100,000 Common Shares at a price of $0.30 per ADS, raising $1,830,000 in gross proceeds[167]. - The company issued 2,531,645 Common Shares to Nikken at a purchase price of JPY79 ($0.53) per share, raising an aggregate of JPY199,999,955 ($1,351,625) for a joint project on new product development[165]. - The company has faced compliance issues with Nasdaq's Minimum Bid Price Requirement, receiving notifications of non-compliance on multiple occasions, with a recent compliance achieved on February 10, 2026[115][116]. Risks and Uncertainties - Cybersecurity threats pose a risk to the company, with potential consequences including financial losses and reputational harm due to security breaches[113]. - The company does not have sufficient insurance coverage for potential business interruptions, which could adversely affect its financial condition[70]. - The company faces risks from natural disasters, which could disrupt operations and affect product delivery[85]. - The company may encounter difficulties in expanding internationally due to varying legal and regulatory restrictions in foreign markets[82]. - Changes in Japanese government policies regarding radio wave governance could impact demand for enterprise mesh Wi-Fi access points[88]. Management and Governance - The company relies on the experience and relationships of its senior management team, which is critical for effective business management and growth strategies[68]. - As of the date of the annual report, management owns approximately 74.62% of the Common Shares, allowing them significant influence over corporate matters[123]. - The potential issuance of Senior Voting Shares may limit the voting power of Common Shareholders and could discourage beneficial change of control transactions[120]. - The deposit agreement for ADSs includes a waiver of the right to a jury trial, which could affect the outcomes of legal claims[136].

Market Performance - U.S. stocks showed mixed trading, with the Nasdaq Composite gaining approximately 0.2% on Tuesday [1] - The Dow decreased by 0.01% to 48,357.98, while the S&P 500 rose by 0.15% to 6,888.53 [1] Sector Performance - Communication services sector increased by 0.9% on Tuesday [1] - Consumer staples stocks fell by 0.4% [1] Economic Indicators - U.S. GDP grew an annualized 4.3% in the third quarter, the highest growth in two years, up from 3.8% in the previous quarter, and surpassing market expectations of 3.3% [2][10] - U.S. durable goods orders declined by 2.2% month-over-month to $307.4 billion in October, following a revised growth of 0.7% in September [11] Commodity Prices - Oil prices decreased by 0.3% to $57.81, while gold prices increased by 0.3% to $4,480.60 [5] - Silver rose by 1.3% to $69.485, and copper increased by 0.5% to $5.5365 [5] Global Market Overview - European shares were mixed, with the eurozone's STOXX 600 gaining 0.4% and Spain's IBEX 35 Index falling by 0.1% [6] - Asian markets closed mixed, with Japan's Nikkei 225 gaining 0.02% and Hong Kong's Hang Seng falling by 0.11% [7] Company Stock Movements - PicoCELA Inc. shares surged 144% to $0.3045 [9] - Highway Holdings Ltd shares increased by 78% to $1.48 after a nonbinding letter of intent for acquisition [9] - Trinity Biotech PLC shares rose by 62% to $1.45 following an order for HIV tests [9] - Reviva Pharmaceuticals Holdings Inc shares dropped 51% to $0.29 after a regulatory update [9] - Starfighters Space Inc shares fell 41% to $18.42 after a significant rally [9] - Haoxin Holdings Ltd shares decreased by 42% to $0.75 after a prior surge [9]

Core Points - PicoCELA Inc. has received a Notification Letter from Nasdaq indicating non-compliance with the minimum bid price requirement of US$1.00 per share [1][2] - The company has until October 20, 2025, to regain compliance by maintaining a closing bid price of at least US$1.00 for 10 consecutive business days [3] - The Notification Letter does not currently affect the company's listing status on the Nasdaq Capital Market [3] Company Operations - PicoCELA specializes in enterprise wireless mesh solutions, including the manufacturing and installation of mesh Wi-Fi access point devices [5] - The company's proprietary technology, PicoCELA Backhaul Engine, facilitates flexible installation of Wi-Fi networks without extensive cabling [5] - PicoCELA also offers a cloud portal service, PicoManager, for monitoring connectivity and communication traffic [5]

PicoCELA Inc. (Exact name of registrant as specified in its charter) As filed with the U.S. Securities and Exchange Commission on March 12, 2025. Registration No. 333-[*] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Not Applicable (Translation of Registrant's name into English) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Japan 3640 Not Applic ...

Revenue and Financial Performance - Revenue from the sales of mesh Wi-Fi access points (PCWL series) for the fiscal year ended September 30, 2024, was JPY 625,482 thousand (approximately $4,366 thousand), accounting for approximately 79.7% of total revenue[25] - The company recorded a net loss of JPY 479,921 thousand (approximately $3,350 thousand) for the fiscal year ended September 30, 2024, with accumulated deficits of JPY 2,202,668 thousand (approximately $15,376 thousand) as of the same date[27] - For the fiscal year ended September 30, 2024, total revenue was JPY 784,403 thousand (approximately $5,476 thousand), representing an increase of 40% from JPY 559,521 thousand (approximately $3,906 thousand) in 2023[158] - Revenue from product equipment sales for the fiscal year ended September 30, 2024, was JPY 625,482 thousand (approximately $4,366 thousand), up 34% from JPY 465,691 thousand (approximately $3,251 thousand) in 2023[158] - SaaS and maintenance revenue for the fiscal year ended September 30, 2024, was JPY 158,921 thousand (approximately $1,109 thousand), a 69% increase from JPY 93,830 thousand (approximately $655 thousand) in 2023[158] Challenges and Risks - The company has faced significant challenges due to a shortage of Wi-Fi Chips, which has led to increased production costs and delays in product delivery, adversely affecting revenue[40] - The ongoing impact of the COVID-19 pandemic has disrupted supply chains and adversely affected revenue, particularly due to the inability to source Wi-Fi Chips at competitive prices[43] - The company faces risks related to economic conditions, which could adversely affect revenue and profitability due to decreased consumer demand for enterprise mesh Wi-Fi access points[61] - The company relies on third-party manufacturers for its products, which poses risks related to supply quality and fulfillment priorities[87] - The company may encounter challenges in expanding internationally due to unfamiliar legal and regulatory environments, which could hinder its market entry efforts[77] Operational and Strategic Plans - The company anticipates continued investment in upgrading Wi-Fi access point hardware to meet industrial needs, although these investments may not yield timely revenue increases[28] - The company plans to expand its operations into Europe by December 2025 and the United States by June 2026[59] - The company started offering customization services in 2023 to adapt access point devices to specific customers' edge-computing software requirements, aiming to increase efficiency in these services[47] - The company aims to transform PicoManager into an online software store by March 2026, allowing third-party developers to sell edge-computing software[51] - The company is planning to manufacture and market a hardware module, the PBE module, which is designed to integrate with existing Wi-Fi access points and aims to reduce production costs through mass production[57] Supply Chain and Manufacturing - The company carries very little inventory, relying on timely delivery from suppliers, which poses risks if demand for components increases unexpectedly[91] - The company diversifies its manufacturing by engaging multiple third-party manufacturers to mitigate risks associated with supplier concentration[217] - For the fiscal year ended September 30, 2024, Emplus accounted for JPY155,236 thousand (approximately $1,084 thousand), representing 41% of total purchases[219] - Compex contributed JPY87,883 thousand (approximately $613 thousand), which is 23% of total purchases for the fiscal year ended September 30, 2024[220] - The company has established contracts with major suppliers that include terms for automatic renewal and termination provisions[219][220][221] Market Competition and Position - The enterprise mesh Wi-Fi access points market in Japan is highly competitive, dominated by major players like Cisco and Hewlett Packard, which could impact the company's market position and financial performance[24] - The company faces potential price competition in the enterprise mesh Wi-Fi market and plans to reduce the one-time price per device while establishing a recurring revenue model[178] Management and Governance - The company relies on the experience and relationships of its senior management team, and their departure could hinder business management and growth strategies[64] - The management team includes experts with extensive backgrounds in technology, finance, and operations, led by founder and CEO Mr. Furukawa, who has over 40 patents in radio communications[171][172] - The company is subject to the Sarbanes-Oxley Act of 2002, which requires effective internal control over financial reporting[119] - Failure to maintain effective internal control could result in material misstatements in financial statements and loss of investor confidence[120] Legal and Regulatory Compliance - The company is required to obtain technical certification for its mesh Wi-Fi access point products under the Radio Act and Telecommunications Business Act in Japan, with potential fines of JPY300 thousand (approximately $2 thousand) for violations[69] - Direct acquisition of Common Shares by foreign investors is subject to prior filing requirements under the Japanese Foreign Exchange and Foreign Trade Act[124] Shareholder and Market Dynamics - The company has 24,683,860 Common Shares issued and outstanding, with 3,750,040 ADSs freely tradable, which could impact market price if substantial sales occur[110] - Future issuance of shares with greater voting rights could dilute existing shareholders' influence and affect corporate governance perceptions[111] - The market price of the ADSs may fluctuate significantly due to various factors, including actual or anticipated fluctuations in revenue and operating results[115] - The company may experience greater share price volatility and lower trading volume as a relatively small-capitalization company[117]

AMENDMENT NO. 3 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PicoCELA Inc. (Exact name of registrant as specified in its charter) As filed with the U.S. Securities and Exchange Commission on December 9, 2024 Registration No. 333-282931 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Not Applicable (Translation of Registrant's name into English) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number ...

As filed with the U.S. Securities and Exchange Commission on November 27, 2024 Registration No. 333-282931 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PicoCELA Inc. (Exact name of registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) (Primary Standard Industrial Classification Code Number) Japan 3640 Not Applicable (I.R.S. Employer Identification Nu ...

As filed with the U.S. Securities and Exchange Commission on November 20, 2024 Registration No. 333-282931 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PicoCELA Inc. (Exact name of registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) (Primary Standard Industrial Classification Code Number) Japan 3640 Not Applicable (I.R.S. Employer Identification Nu ...

As filed with the U.S. Securities and Exchange Commission on October 31, 2024 Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PicoCELA Inc. (Exact name of registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Japan 3640 Not Appli ...