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SCHEDULE 13D Filed 2026-07-28 Event 2026-07-16 SEC 0001753926-26-001240 →

About Investment Pte. Ltd PicoCELA Inc. PCLA

Stake: 67.50% Shares: 20,000,000 CUSIP: 71989C208 Class: American depositary shares, each representing one common share

Item 4 — Purpose of Transaction

The Reporting Persons acquired the Preferred Shares for investment purposes and in connection with a negotiated strategic investment in the Issuer. Pursuant to the Class A Preferred Shares Purchase Agreement, dated July 14, 2026 (the "Purchase Agreement") between the Issuer and About Investment, the Issuer agreed to issue and sell 20,000,000 Preferred Shares at the price of $0.25 per share, for gross proceeds of $5,000,000. On July 16, 2026, upon the Issuer's receipt of the net proceeds, after deducting advisory fees and expense payable to Univest Securities, LLC, the Issuer's placement agent and financial advisor, About Investment obtained 20,000,000 Preferred Shares from the Issuer pursuant to the Purchase Agreement, subject to certain registration requirement in Japan. The Purchase Agreement provides, among other things, that: (i) About Investment has the right, as a shareholder, and subject to applicable Japanese law, to propose the appointment and replacement of directors to the board of directors of the Issuer (the "Board"); (ii) the Board may not propose an adjustment to the size of the Board without About Investment's prior consent; (iii) the Issuer and the Board shall not issue any equity, equity derivatives, equity convertible instruments, or equity compensation for directors and employees (the "Japanese Equity Securities") without About Investment's prior consent until the Issuer amends its articles of incorporation to require a shareholders meeting to issue the Japanese Equity Securities; (iv) during the period when About Investment holds more than 50% of the Issuer's voting rights (the "Holding Period"), the Issuer may not, without About Investment's consent, issue common shares, ADSs, preferred shares or other securities; (v) during the Holding Period, the Board is required to elect a director designated by About Investment as a representative director with sole authority to execute agreements on behalf of the Issuer; and (vi) during the Holding Period, the Issuer may not, without About Investment's prior written consent, sell, transfer, assign, license, pledge, encumber, dispose of or otherwise convey any assets, intellectual property, cash or other property worth more than $250,000, except for the ordinary course of operations. The Purchase Agreement further provides that Preferred Shares are convertible at the holder's election into one common share (represented by one ADS upon the deposit of such common share with the Issuer's depositary and the issuance of such ADS by the depositary) per Preferred Share, subject to customary adjustments for stock splits, reverse stock splits and similar events. If the price of the common shares, or the ADS price equivalent, is $0.50 or less for 20 consecutive trading days, each Preferred Share becomes convertible into two common shares. Each Preferred Share is entitled to one vote on all matters submitted to shareholders. As a result of the governance, consent and board-designation rights described above, the Reporting Persons may be deemed to have acquired the securities with a purpose or effect of changing or influencing control of the Issuer. Depending on various factors, including the Issuer's financial position and strategic direction, actions taken by the Board and the Issuer's management (the "Management"), the price and availability of the Issuer's securities, other investment opportunities available to the Reporting Persons, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may take such actions as they deem appropriate, including acquiring additional securities, disposing of securities, exercising conversion or voting rights, proposing or supporting changes to the Board, the Management, and the governance, capitalization, business or strategic direction of the Issuer, or taking any other action described in clauses (a) through (j) of Item 4 of Rule 13d-101 of Regulation 13D-G of the Securities Exchange Act of 1934, as amended. Except as described in this Schedule 13D, the Reporting Persons do not currently have any specific plan or proposal that relates to or would result in any of the actions pursuant to provisions described above.

Cross-References

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2 filings by this filer
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Short Interest · settle 2026-07-15
DTC 1.00
201,780 shares short · +77.2% vs prior

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