SecProbe.io

CORRESP
1
filename1.htm

ANTHONY
L.G., PLLC

    laura
    aNTHONy, esq

    JOHN
    CACOMANOLIS, ESQ*

    CHAD
    FRIEND, ESQ, LLM

    SVETLANA
    ROVENSKAYA, ESQ**

    WWW.ANTHONYPLLC.COM

    WWW.SECURITIESLAWBLOG.COM

    WWW.LAWCAST.COM

    OF
    COUNSEL:

    Jack
    A. Fattal, esq.***

    Jessica
    Haggard, esq. ****

    MICHAEL
    R. GEROE, ESQ, CIPP/US*****

    CRAIG
    D. LINDER, ESQ******

    PETER
    P. LINDLEY, ESQ, CPA, MBA

    john
    lowy, esq.*******

    JONATHAN
    MALLIN********

    STUART
    REED, ESQ

    Harris
    Tulchin, Esq. *********

    DIRECT
    E-MAIL:

    LANTHONY@ANTHONYPLLC.COM

*licensed
in FL and NY

**licensed
in NY and NJ

***
licensed in NY

****licensed
in Missouri

*****licensed
in CA, DC, MO and NY

******licensed
in CA, FL and NY

*******licensed
in NY and NJ

********licensed
in NY and MI

*********licensed
in CA and HI (inactive in HI)

November
16, 2022

VIA
ELECTRONIC EDGAR FILING

Office
of Real Estate and Construction

Division
of Corporation Finance

Securities
and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    SYLA
    Technologies Co., Ltd. – CIK No. 0001946216

    Draft
    Registration Statement on Form F-1 (DRS), submitted September 26, 2022

    Registration
    Statement on Form F-1, filed November 16, 2022

Dear
Sir or Madam:

This
letter responds to the correspondence from the Staff of the Securities and Exchange Commission (the “SEC”) dated October
20, 2022 providing comments on the above-referenced Draft Registration Statement on Form F-1 (DRS), submitted September 26, 2022 (the
“Prior Filing”) by SYLA Technologies Co., Ltd. (the “Company”).

The Company today filed via EDGAR
its non-confidential Registration Statement on Form F-1 (the “New Filing”). We will separately provide you with a
courtesy copy of the New Filing that is redlined against the Prior Filing. The remainder of this letter responds to the Staff’s
comments on the Prior Filing, which are set forth below along with our responses on behalf of the Company. We trust you shall deem the contents of this transmittal letter responsive to your comment
letter.

Draft
Registration Statement on Form F-1 submitted September 26, 2022

Cover
Page

    1.
    Comment:
    We note that you have checked the Rule 415 box on the outside cover page, yet disclosures elsewhere indicate that this is a firm
    commitment, underwritten offering. Please advise or revise accordingly.

    Response:
    We acknowledge the Staff’s comment, and although this is a firm commitment underwritten offering, representative’s
    warrants are also being issued to Boustead Securities, LLC and registered in this offering, as well as shares represented
    by American Depositary Shares underlying these representative’s warrants being registered in this offering, therefore
    we checked the Rule 415 box because there is delayed offering with regard to the shares represented by American Depositary Shares
    underlying the representative’s warrants.

Prospectus
Summary, page 1

    2.
    Comment:
    We note that your prospectus summary and business sections include several inactive URLs. Note that you are responsible for information
    on the sites that are accessible through the resulting hyperlinks and you will be subject to the civil liability and antifraud provisions
    of the federal securities laws with reference to the information contained in the linked material. Please see Rule 105(c) of Regulation
    S-T. Additionally, please revise each cite to clarify what data or other information, if any, you believe is important for investors
    or revise to remove the URLs. Note that required material information should be included in the registration statement.

    Response:
    We acknowledge the Staff’s comment, and all URLs included in the filing have been updated to be active.

    3.
    Comment:
    We note your disclosure on page 3 that “[you] aim to redirect a portion of the approximately ¥1,100trillion (approximately
    US$9.5 trillion) in cash and deposits languishing in Japan to asset management.” Please clarify your disclosure to specifically
    address how you plan to accomplish this aim.

    Response:
    We have revised the disclosure on page 3, and throughout the filing as applicable to specifically address how the Company plans
    to accomplish this aim.

    4.
    Comment:
    Please clarify whether the target areas for the “SYFORME” brand, which you indicate will be located in close proximity
    to train stations, are the same as or differ from the target areas identified on page 4 of your prospectus, namely Tokyo, Yokohama
    and Kawasaki.

    Response:
    We have revised the disclosure to clarify that the target areas for the “SYFORME” brand are locations that are in
    close proximity, meaning within 10 minutes walking distance of train stations, in the target areas of Tokyo, Yokohama and Kawasaki.

    5.
    Comment:
    We note your disclosure on page 7 that “[you] expect online transactions to account for 90% of [y]our sales in the next
    fiscal year” and on page 3 that “[you] believe that the online transaction ratio will eventually approach 66%, similar
    to the online transaction ratio of banks.” Please provide your basis of support for these statements, including a timeframe
    for the term “eventually,” and consider including comparative figures with respect to current transactions. We note,
    in particular, the statement in the graphic included on page 84 of your prospectus that the percentage of online real estate transactions
    is expected to improve to 30% in ten years.

    Response:
                                            We have revised the disclosure to remove these statements/statistics from the
                                            filing, with the exception of the factual statistics referencing the 66% and 50% transactions
                                            conducted online by banks and brokerage companies, respectively, which we have provided support
                                            for in the filing. Additionally, we have replaced the graphic on page 84 with an updated
                                            graphic.

Selected
Consolidated Financial Information and Operating Data

Reconciliation
of non-GAAP measures, page 18

    6.
    Comment:
    We note your non-GAAP measure includes an adjustment for “Other expenses.” Please provide us with further description
    and quantification of the items included in this adjustment line. Additionally, please address your consideration of Non-GAAP Financial
    Measures Compliance and Disclosure Interpretations, Question 100.01.

    Response:
    We have revised the disclosure to provide a further description and quantification of the items included in the adjustment line
    for other expenses and to address the consideration of Non-GAAP Financial Measures Compliance and Disclosure Interpretations Question
    100.01.

Risk
Factors, page 21

    7.
    Comment:
    We note your risk factor disclosure on page 30 that 24.12% of your revenues in 2021 were generated from a single customer and
    that 16.16% of your total supplies in 2020 were furnished by a single supplier. Please revise your disclosure in the prospectus to
    provide more details regarding your relationship with this customer and supplier, including which types of services and supplies
    are provided, the billing method for your agreements, and whether such agreements involve long term contracts or arrangements. Regarding
    your supplier, please disclose the risks of this reliance and any disruptions you have experienced due to such reliance. Also, please
    advise us whether you have any material agreements with either entity upon which you are substantially dependent. Refer to Item 601(b)(10)
    of Regulation S-K.

    Response:
                                            We have revised the disclosure in the prospectus to provide more details
                                            regarding our relationship with this customer and supplier, including which types
                                            of services and supplies that were provided, the billing method for our agreements,
                                            and whether such agreements involve long term contracts or arrangements. Regarding this
                                            supplier, we revised the disclosure to disclose the risks of this reliance and any disruptions
                                            we have experienced due to such reliance. In addition, we have revised the disclosure to
                                            advise whether we have any material agreements with either entity.

To
a certain extent, we rely on subcontractors, which can expose us to various liability risks., page 28

    8.
    Comment:
    You state on page 28 that you rely on subcontractors “to a certain extent.” Please revise to discuss your reliance
    on subcontractors in quantified terms. Given this reliance, it appears you should include a discussion of your dependence on subcontractors
    in the Business description.

    Response:
    In response to the Staff’s comment, we have revised the disclosure to discuss our reliance on subcontractors in quantified
    terms. We also added a discussion of our dependence on subcontractors in the Description of Business section on page 99.

Reliance
on vendors for products and components for our production of our crypto mining machines, many of which are single-source..., page 51

    9.
    Comment:
    We note your disclosure that certain raw materials related to the manufacture of your products are only available from single-source
    and limited-source suppliers. Please expand your disclosure here to discuss, if applicable, whether prices and/or availability of
    raw materials are currently volatile and to name any principal suppliers. See Item 101(h)(4)(v) of Regulation S-K.

    Response:
    We acknowledge the Staff’s comment, and after further discussions with the Company, the Company has advised that there are
    no raw materials related to the manufacture of the Company’s computers that are only available from single-source and limited-source
    suppliers. There are numerous primary and alternative sources for these raw materials and accordingly this risk factor has been removed
    from the New Filing. With regard to volatility for the raw materials used for our computer products, our margin for this is above
    50%, and the fluctuation in the prices of raw materials for such computer products is up to 10%, which when considered in relation
    to our margin does not cause a volatility issue. Additionally, we do not have any principal suppliers of such raw materials and we
    have many primary and alternative sources for such materials.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 67

    10.
    Comment:
    Revise to discuss any known trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material
    effect on the company’s net sales or revenues, income from continuing operations, profitability, liquidity or capital resources,
    or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
    We note your discussion about the impact of COVID-19 on your business, however, please expand your MD&A to discuss, as applicable,
    the impact of economic conditions, including inflation, supply chain disruptions, and labor shortages. Refer to Item 5.D. of Form
    20-F.

    Response:
    In response to the Staff’s comment, we have revised the New Filing to discuss any known trends, uncertainties, demands, commitments,
    or events that are reasonably likely to have a material effect on our net sales or revenues, income from continuing operations, profitability,
    liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating
    results or financial condition. We have also expanded our discussion in the MD&A to discuss the impact of economic conditions,
    including inflation, supply chain disruptions, and labor shortages, as applicable.

    11.
    Comment:
    We note that your discussion of comparative results of operations does not fully address material changes in financial statement
    line items for the comparative periods. Please include a quantitative and qualitative description of the reasons and factors underlying
    material changes, including where material changes within a line item offset one another. In addition, you should remove vague terms
    such as primarily and mainly in favor of specific quantifications.

    Response:
    We have revised the disclosure to include a quantitative and qualitative description of the reasons and factors underlying material
    changes, including where material changes within a line item offset one another and to remove vague terms such as primarily and mainly
    in favor of specific quantifications.

Description
of Business, page 81

    12.
    Comment:
    We note your risk factor disclosure regarding patents and licenses you have filed with the Japanese patent office. Please describe
    the extent to which you are dependent on patents or licenses, industrial, commercial or financial contracts (including contracts
    with customers or suppliers), where such factors are material to your business or profitability. Refer to Item 4.B.6. of Form 20-F.

    Response:
    We acknowledge the Staff’s comment, and after further discussions with the Company, the Company has advised that there are
    no patents or patents pending and no licenses filed with the Japanese patent office and we have accordingly revised the disclosure
    in the New Filing to remove the risk factor disclosure regarding patents and licenses filed with the Japanese patent office. We have
    also revised the disclosure in the New Filing to add a risk factor regarding our reliance on construction loans to construct our
    projects and our reliance on banks to make loans to our customers so our customers may purchase condominiums from us.

    We
    are not dependent on any patents or licenses, industrial, commercial or financial contracts (including contracts with customers or
    suppliers), where such factors are material to our business or profitability.

    13.
    Comment:
    We note your risk factor disclosure on page 50 that your business experiences seasonality in customers booking projects at
    the end of the calendar year. Please include a description of this seasonality. Refer to Item 4.B.3. of Form 20-F.

    Response:
    We acknowledge the Staff’s comment, and after further discussions with the Company, the Company has advised that it does
    not experience seasonality and accordingly we have revised the New Filing to remove this risk factor disclosure.

    14.
    Comment:
    With respect to the graphic on page 84, please clarify what is meant by transactions involving “securities” and
    consider providing a more recent figure for comparison than 2018, if available. Clarify which dates relate to which statistics and
    explain how the percentage of online real estates transactions was less than zero.

    Response:
    We have revised the disclosure to replace the graphic on page 84 with an updated graphic, which graphic replaced the term “securities”
    with the term “brokerage,” which we mistakenly used in our prior graphic on this page.

    15.
    Comment:
    We note that the sales and marketing graphic provided on page 95 and the customers graphic on page 97 of your prospectus contain
    references to the asset management platforms in Japanese. Please revise to add the English translati