SEC Comment Letter 0000000000-23-002401 to SYLA Technologies Co., Ltd. (SYT) (CIK 0001946216)
SYLA Technologies Co., Ltd. (SYT) (CIK 0001946216)
Date: March 13, 2023 · CIK: 0001946216 · Accession: 0000000000-23-002401
AI Filing Summary & Sentiment
File numbers found in text: 333-268420
Letter
United States securities and exchange commission logo March 13, 2023 Hiroyuki Sugimoto Chairman and Chief Executive Officer SYLA Technologies Co., Ltd. Ebisu Prime Square Tower 7F, 1-1-39 Hiroo, Shibuya-ku, Tokyo, Japan Re:SYLA Technologies Co., Ltd. Amendment No. 5 to Registration Statement on Form F-1 Filed February 23, 2023 File No. 333-268420 Dear Hiroyuki Sugimoto: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our February 16, 2023 letter. Amendment No. 5 to Registration Statement on Form F-1 filed February 23, 2023 Management's Discussion and Analysis Results of Operations Comparison of results of operations for the six months ended June 30, 2022 and 2021 Net Income, page 71 1.We note the addition of the Recent Developments section on page 64. Please tell us your consideration for further revising your disclosure to discuss the reason for the fluctuation in either Income before income taxes or Net Income, including a discussion quantifying the mining business's contribution, in your comparison of results for the six months ended June 30, 2022 and 2021.
FirstName LastNameHiroyuki Sugimoto Comapany NameSYLA Technologies Co., Ltd. March 13, 2023 Page 2 FirstName LastName Hiroyuki Sugimoto SYLA Technologies Co., Ltd. March 13, 2023 Page 2 Index to Financial Statements, page F-1 2.We have reviewed your response to our prior comment 2. We continue to believe that pro forma financial information related to the disposition of your mining machine business is required since it would provide disclosure that would be material to investors. Please revise to include pro forma financial statements for the appropriate periods, in accordance with Rule 11-01(a)(8) of Regulation S-X. You may contact Babette Cooper at 202-551-3396 or Isaac Esquivel at 202-551-3395 if you have questions regarding comments on the financial statements and related matters. Please contact Benjamin Holt at 202-551-6614 or Jeffrey Gabor at 202-551-2544 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Craig D. Linder, Esq.
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United States securities and exchange commission logo
March 13, 2023
Hiroyuki Sugimoto
Chairman and Chief Executive Officer
SYLA Technologies Co., Ltd.
Ebisu Prime Square Tower 7F, 1-1-39
Hiroo, Shibuya-ku, Tokyo, Japan
Re:SYLA Technologies Co., Ltd.
Amendment No. 5 to Registration Statement on Form F-1
Filed February 23, 2023
File No. 333-268420
Dear Hiroyuki Sugimoto:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our February 16, 2023 letter.
Amendment No. 5 to Registration Statement on Form F-1 filed February 23, 2023
Management's Discussion and Analysis
Results of Operations
Comparison of results of operations for the six months ended June 30, 2022 and 2021
Net Income, page 71
1.We note the addition of the Recent Developments section on page 64. Please tell us your
consideration for further revising your disclosure to discuss the reason for the fluctuation
in either Income before income taxes or Net Income, including a discussion quantifying
the mining business's contribution, in your comparison of results for the six months ended
June 30, 2022 and 2021.
FirstName LastNameHiroyuki Sugimoto
Comapany NameSYLA Technologies Co., Ltd.
March 13, 2023 Page 2
FirstName LastName
Hiroyuki Sugimoto
SYLA Technologies Co., Ltd.
March 13, 2023
Page 2
Index to Financial Statements, page F-1
2.We have reviewed your response to our prior comment 2. We continue to believe that pro
forma financial information related to the disposition of your mining machine business is
required since it would provide disclosure that would be material to investors. Please
revise to include pro forma financial statements for the appropriate periods, in accordance
with Rule 11-01(a)(8) of Regulation S-X.
You may contact Babette Cooper at 202-551-3396 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Holt at 202-551-6614 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Craig D. Linder, Esq.