PicoCELA Inc. (PCLA) completes $5,000,000 Rule 506(b) private equity sale

Rhea-AI Filing Summary

PicoCELA Inc., a Japan-incorporated manufacturing company, filed a Form D for a private equity offering exempt under Rule 506(b) of Regulation D. The notice covers a $5,000,000 USD equity issuance, with the total amount reported as sold and $0 remaining.

Univest Securities, LLC is identified in connection with sales compensation, while finders’ fees are reported as $0 USD. The first sale in the offering occurred on July 16, 2026. The company’s size is marked "Decline to Disclose." The elections of Lim Kien Leong and Jong Han Rey Foo as directors became effective on July 16, 2026, following a shareholder resolution at an extraordinary general meeting on June 18, 2026.

Filing Explained

The $5 million equity sale is reported as sold out, but share-count dilution and use of proceeds remain undisclosed.

The notice reports that PicoCELA Inc. sold $5,000,000 of equity securities under Rule 506(b), with $0 remaining to be sold.

Because the filing gives no share count, price per share, or conversion terms, it does not quantify any dilution to existing holders.

Its Use of Proceeds section also contains no stated amount, so this notice does not show how the offering's gross proceeds are allocated.

Key Figures

Total Amount Sold: $5,000,000 USD Total Remaining to be Sold: $0 USD Exemption Relied Upon: Rule 506(b) +3 more

6 metrics

Total Amount Sold $5,000,000 USD Equity securities sold in the exempt offering

Total Remaining to be Sold $0 USD Remaining amount in the reported offering

Exemption Relied Upon Rule 506(b) Regulation D exemption for the private offering

Date of First Sale July 16, 2026 First sale date in the exempt offering

Finders’ Fees $0 USD Amount of finders’ fees reported for the offering

Director Election Effective Date July 16, 2026 Effective date for Lim Kien Leong and Jong Han Rey Foo as directors

Key Terms

Form D, Regulation D, Rule 506(b), covered securities, +1 more

5 terms

Form D regulatory

"FORM D Notice of Exempt Offering of Securities"

Form D is a short notice filed with the U.S. Securities and Exchange Commission when a company raises money using a private offering exemption instead of a full public registration. Think of it as a public receipt that lists basic facts about the fundraiser—amount sought, how much has been sold, and who the issuer is—without the full audited disclosures of a public offering. Investors use it to spot private financings, assess potential dilution or fundraising activity, and find contact information, but it is not a substitute for detailed due diligence.

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Rule 506(b) regulatory

"Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

covered securities regulatory

"if the securities that are the subject of this Form D are "covered securities""

extraordinary general meeting of shareholders financial

"at the extraordinary general meeting of shareholders on June 18, 2026"

A meeting called by a company outside its regular annual meeting to address urgent or special matters that cannot wait until the next scheduled meeting. Investors attend or vote to decide on actions such as major deals, leadership changes, capital-raising, or rule changes; think of it as an emergency board meeting where shareholders have a direct say and the outcomes can quickly change a company’s strategy, ownership stakes, or financial prospects.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/27/2026 - 04:05 PM Accepted by SEC EDGAR 07/27/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What securities is PicoCELA Inc. (PCLA) offering under this Form D?

PicoCELA Inc. is offering equity securities in a private placement. The Form D states an offering exempt under Rule 506(b) of Regulation D, with all $5,000,000 USD reported as sold and $0 remaining.

How large is the PicoCELA Inc. (PCLA) exempt offering?

The exempt offering totals $5,000,000 USD. The company reports this entire amount as sold, with $0 USD remaining to be sold, indicating the reported offering is fully subscribed as of the notice.

Which exemption does PicoCELA Inc. (PCLA) rely on for this capital raise?

PicoCELA Inc. relies on Rule 506(b) of Regulation D. This rule provides a federal exemption from registration for certain private offerings, allowing the company to sell its equity securities without a public registration.

When did PicoCELA Inc. (PCLA) first sell securities in this offering?

The first sale in this offering occurred on July 16, 2026. This date is disclosed as the "Date of First Sale" in the notice, aligning with the effective date of new director elections reported in the same document.

Who is involved in sales compensation for the PicoCELA Inc. (PCLA) offering?

The notice lists Univest Securities, LLC in the sales compensation section. It separately reports finders’ fees of $0 USD. Specific sales commission amounts are not itemized in the provided information.

What governance changes did PicoCELA Inc. (PCLA) report with this Form D?

PicoCELA Inc. reports that Lim Kien Leong and Jong Han Rey Foo became directors on July 16, 2026, following an extraordinary general meeting of shareholders held on June 18, 2026, where shareholders adopted the relevant resolution.

How does PicoCELA Inc. (PCLA) describe its industry and size in the notice?

The company identifies its industry group as Manufacturing. For issuer size, it selects the option "Decline to Disclose", so no specific revenue or asset range is provided in the notice.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0002018462

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

PicoCELA Inc.

Jurisdiction of Incorporation/Organization

JAPAN

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
PicoCELA Inc.
Street Address 1		Street Address 2
2-34-5 NINGYOCHO, SANOS BUILDING		NIHONBASHI CHUO-KU
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
TOKYO	JAPAN	103-0013	81 03-6661-2780

3. Related Persons

Last Name	First Name	Middle Name
Furukawa	Hiroshi
Street Address 1	Street Address 2
2-34-5 NINGYOCHO, SANOS BUILDING	NIHONBASHI CHUO-KU
City	State/Province/Country	ZIP/PostalCode
TOKYO	JAPAN	103-0013

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Horikiri	Hideaki
Street Address 1	Street Address 2
2-34-5 NINGYOCHO, SANOS BUILDING	NIHONBASHI CHUO-KU
City	State/Province/Country	ZIP/PostalCode
TOKYO	JAPAN	103-0013

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Noguchi	Yoshinari
Street Address 1	Street Address 2
2-34-5 NINGYOCHO, SANOS BUILDING	NIHONBASHI CHUO-KU
City	State/Province/Country	ZIP/PostalCode
TOKYO	JAPAN	103-0013

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Oba	Mutsuko
Street Address 1	Street Address 2
2-34-5 NINGYOCHO, SANOS BUILDING	NIHONBASHI CHUO-KU
City	State/Province/Country	ZIP/PostalCode
TOKYO	JAPAN	103-0013

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lim	Kien Leong
Street Address 1	Street Address 2
2-34-5 NINGYOCHO, SANOS BUILDING	NIHONBASHI CHUO-KU
City	State/Province/Country	ZIP/PostalCode
TOKYO	JAPAN	103-0013

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Foo	Jong Han Rey
Street Address 1	Street Address 2
2-34-5 NINGYOCHO, SANOS BUILDING	NIHONBASHI CHUO-KU
City	State/Province/Country	ZIP/PostalCode
TOKYO	JAPAN	103-0013

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

The election of Lim Kien Leong and Jong Han Rey Foo as the Issuer's directors became effective on July 16, 2026, pursuant to the resolution adopted by the Issuer's shareholders at the extraordinary general meeting of shareholders on June 18, 2026.

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
X	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-07-16				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $5,000,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Univest Securities, LLC	000036105
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
75 ROCKEFELLER PLAZA SUITE 25A
City	State/Province/Country	ZIP/Postal Code
NEW YORK	NEW YORK	10019
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$5,000,000	USD	or Indefinite
Total Amount Sold	$5,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$550,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
PicoCELA Inc.	/s/ Hiroshi Furukawa	Hiroshi Furukawa	Chairman, CTO and Representative Director	2026-07-27

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.