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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)

December
6, 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.

    Registration
    Statement on Form F-1

    Filed
    November 16, 2022

    File
    No. 333-268420

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of SYLA Technologies Co., Ltd. (the “Company”) Pre-Effective Amendment
No. 1 (“Amendment No. 1”) to the above-referenced Registration Statement on Form F-1. Amendment No. 1 is marked to
show changes made from the previous filing made on November 16, 2022 (the “Prior Filing”). We have included a narrative
response herein keyed to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities
and Exchange Commission (the “SEC”) set forth in the Staff’s comment letter to Hiroyuki Sugimoto, Chief Executive
Officer of the Company, dated December 1, 2022. We trust you shall deem the contents of this letter responsive to your comment letter.

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

Risk
Factors, page 19

    1.
    Comment:
    We note your disclosure that the deposit agreement contains a jury trial waiver that is applicable to any claim under the U.S.
    federal securities laws. Please provide appropriate risk factor disclosure to highlight the material risks related to this provision,
    including the possibility of less favorable outcomes, uncertainty regarding its enforceability, the potential for increased costs
    to bring a claim, whether it may discourage or limit suits against you and whether the provision applies to purchasers in secondary
    transactions.

    Response:
    We have provided an appropriate risk factor disclosure to highlight the material risks related to this provision, including the possibility
    of less favorable outcomes, uncertainty regarding its enforceability, the potential for increased costs to bring a claim, whether
    it may discourage or limit suits against you and whether the provision applies to purchasers in secondary transactions on page 59
    of Amendment No. 1.

There
is a risk that we will be a passive foreign investment company..., page 19

    2.
    Comment:
    Please revise your disclosure here and elsewhere in your prospectus where you discuss passive foreign investment company considerations
    to state whether you were a PFIC in the prior taxable year.

    Response:
    We acknowledge the Staff’s comment. We believe we were not a PFIC in the prior taxable year 2021 because less than 75%
    of our gross income was passive income and less than 50% of the average value of our assets consisted of assets that would produce
    passive income in 2021. We have accordingly revised Amendment No. 1 to reflect that we were not a PFIC in 2021.

As
a “foreign private issuer” we are permitted, and intend, to follow certain home country corporate governance..., page 21

    3.
    Comment:
    Please ensure that your disclosure here is consistent with your disclosure and intent as discussed under each of the practices
    referenced under “Corporate Governance Practices” on page 113, including, for example, the quorum requirement.

    Response:
    We acknowledge the Staff’s comment, and will ensure that our disclosure under “foreign private issuer” is consistent
    with our disclosure and intent as discussed under each of the practices referenced under “Corporate Governance Practices”
    on page 113, including, for example, the quorum requirement.

Description
of Business, page 82

    4.
    Comment:
    We note your revised graphic titled “No. 1 share of domestic real estate crowdfunding membership” on page 86 of your
    prospectus. Please discuss the basis for the membership numbers forecasted through fiscal year 2027 in the chart and tell us why
    you believe it is reasonable to include a five-year forecast.

    Response:
    We acknowledge the Staff’s comment. We have removed the graphic from Amendment No. 1.

    5.
    Comment:
    On page 95 of your prospectus you cite a market survey by Japan Marketing Research Organization, which you “engaged for
    a fee in the amount of ¥1,900 thousand (approximately US$14 thousand) to conduct.” Please file a written consent of the
    Japan Marketing Research Organization as an exhibit to your registration statement, or advise us why you are not required to do so
    under Rule 436 of Regulation C and Section 7 of the Securities Act.

    Response:
    We have filed as Exhibit 23.4 to Amendment No. 1 the written consent of the Japan Marketing Research Organization.

    6.
    Comment:
    With respect to the Rimawari-kun Miner business, we note your disclosure that your proprietary AI switch system allows AI “to
    instantly determine highly profitable cryptocurrencies and performs mining to provide highly profitable performance.” Please
    provide additional details regarding your plans to engage directly in crypto mining and how your AI system allows you to instantly
    determine profitable cryptocurrencies.

    Response:
    We acknowledge the Staff’s comment. We do not engage directly in crypto mining. The referenced sentence was drafted incorrectly
    as it does not accurately disclose the function of the AI switch system. AI switch system does not “perform crypto mining.”
    Rather the AI switch system automatically collects cryptocurrency market information and notifies customers which coins were most
    profitable in the past 24 hours. The customer chooses which coins to mine based on such market information. We do not engage directly
    in crypto mining. Therefore, we have revised the sentence above in Amendment No. 1 to accurately describe the function of the AI
    switch system.

    7.
    Comment:
                                            Please tell us why management believes there is a reasonable basis to present a financial
                                            forecast through fiscal year 2024 for net sales and ordinary income, as displayed in the
                                            “Business growth through platform expansion” graphic on page 100 of the prospectus.
                                            In addition, please detail management’s basis and the underlying assumptions used to
                                            support the projections. Refer to Item 10(b) of Regulation S-K.

    Response:
We have revised the graphic to remove financial forecast data following June 30, 2022. Therefore, the graphic is now limited to 2020,
2021 and six months ended June 30, 2022. Therefore, the remaining part of the comment is inapplicable.

    8.
    Comment:
    Refer to comment 16. To the extent material, disclose the costs to you associated with purchasing Rakuten points. In addition,
    we note that you have revised your disclosure to remove any reference to the ability to convert Rakuten points into Rimawari-kun
    coins because you have not yet launched the program. Please tell us whether you have publicly disclosed or advertised your plans
    to issue Rimawari-kun coins in any forum, including to Rakuten members. If so, include a discussion of the development and status
    of this program. Refer to Item 4(a) of Form F-1 and Item 4.B.1 of Form 20-F.

    Response:
We have revised the disclosure to provide that we purchase approximately ¥2,306 thousand (US$17 thousand) worth of Rakuten points
per month. We have not publicly disclosed or advertised our plans to issue Rimawari-kun coins in any forum, including to Rakuten members.

    9.
    Comment:
    We note your revisions in response to comment 18. Please further revise to provide more balanced disclosure regarding your
    full set of key performance indicators (KPIs). In this regard, please discuss all of your KPIs and not only those that have already
    been met. In addition, as previously indicated, to the extent you have identified any challenges to achieving, or have not met, one
    or more KPIs, please expand your disclosure to address this.

    Response:
    We acknowledge the Staff’s comment. In response to the Staff’s comment, we have further revised to provide more balanced
    disclosure regarding your full set of key performance indicators (KPIs). In this regard, please discuss all of your KPIs and not
    only those that have already been met. In addition, as previously indicated, to the extent you have identified any challenges to
    achieving, or have not met, one or more KPIs, please expand your disclosure to address this.

    10.
    Comment:
    We note your response to comment 19. Please describe in quantified or qualified terms what you mean by “smaller units”
    available to individual investors on the Rimawari-kun crowdfunding platform. In this regard, we note that data centers are among
    the possible investments for individual investors.

    Response:
    We acknowledge the Staff’s comment. The term “smaller units” was intended describe the small amount of money
    required to be invested - ¥10,000 (approximately US$74). The term was not meant to describe the actual asset being invested in.
    In order to avoid confusion, I have revised the disclosure to read more clearly by removing the reference to smaller units.

    11.
    Comment:
    We note your response to comment 22. Please clarify the requirements for Rimawari- kun customers to participate in Rimawari-kun
    Town. Specifically, clarify whether there will be alternatives for customers not using the metaverse to be able to access and review
    your real estate assets. In addition, please tell us whether Rimawari-kun Town will function even if you determine not to launch
    Rimawari-kun coins.

    Response:
    We have revised the disclosure in Amendment No. 1 to provide that following the launch Rimawari-kun Town, customers participation
    on Rimawari-kun Town will be optional and that as an alternative to using the metaverse of Rimawari-kun Town, the customers will
    continue to be able to access, review and inspect real properties appearing on Rimawari-kun through photos and videos on the Company’s
    website. Rimawari-kun Town will function even if we determine not to launch Rimawari-kun coins.

Management

Board
of Directors, page 114

    12.
    Comment:
    Please reconcile the disclosure on page 114 of your prospectus, which states that “[t]he term of office of any director
    expires . . . within one year after such director’s election to office,” with your articles of incorporation (Exhibit
    3.1), which states in Article 22 that “[t]he term of office of Directors shall be until the conclusion of the Annual General
    Meeting of Shareholders for the last business year ending within ten (10) years after their election.” We note a similar discrepancy
    with regard to the term of office for a corporate auditor, which you state on page 114 is within four years of their election but
    which, according to Article 34, is within ten years after their election.

    Response:
    We acknowledge the Staff’s Comment. The Articles of Incorporation of the Company were recently amended on November 30,
    2022 to provide (i) in Article 22 that “[t]he term of office of Directors shall expire at the close of the ordinary general
    meeting of shareholders relating to the last fiscal year ending within one (1) year after their election” and (ii) in Article
    34 that “[t]he term of office of corporate auditors shall expire at the close of the ordinary general meeting of shareholders
    relating to the last fiscal year ending within four (4) years after their election.” No changes needs to be made to the Amendment
    No. 1 as the disclosure in the Articles of Incorporation are now consistent with Amendment No. 1. We have filed the amended Articles
    of Incorporation with Amendment No. 1.

Enforceability
of Civil Liabilities, page 155

    13.
    Comment:
    Please revise your disclosure to include all of the information required by Item 101(g) of Regulation S-K, including, for example,
    discussing whether any treaties or reciprocity may exist with Japan and the United States, and whether any processes exist where
    investors may bring original actions or judgments may be enforced.

    Response:
    We have revised the disclosure in Amendment No. 1 to include all of the information required by Item 101(g) of Regulation S-K,
    including discussing whether any treaties or reciprocity may exist with Japan and the United States, and whether any processes exist
    where investors may bring original actions or judgments may be enforced.

Note
1 - Organization and Description of Business

Reorganization,
page F-40

    14.
    Comment:
    We reviewed your response to our prior comment 21. Please tell us if any of the disposed businesses were in a dissimilar business
    to that of the company, as described by SAB Topic 5:Z.7. Also, tell us how you determined that the businesses and operating results
    of the disposed entities were immaterial to the company’s consolidated financial statements. We refer you to SAB Topic 1M.

    Response:
    The Company respectfully advises the Staff that the Company determined that the businesses and operating results of the disposed
    entities were immaterial to the Company’s consolidated financial statements based on the following factors:

As of December 31, 2021 and 2020, the total assets
of the disposed entities in aggregate accounted for 1.44% and 8.34% of the Company’s total assets, respectively.

During the years ended December 31, 2021 and 2020,
the total revenues of the disposed entities in aggregate accounted for 5.14% and 13.46% of the Company’s total revenues, respectively.

During the years ended December 31, 2021 and 2020,
the total net income of the disposed entities in aggregate accounted for 3.78% and 4.54% of the Company’s total net income, respectively.

The Company also considered SAB Topic 1M and noted
that the exclusion of the operating results of the disposed entities would not mask a change in earnings or other trends, would not change
an income into loss, would not affect the Company’s compliance with regulatory requirements, and would not affect the Company’s
compliance with loan covenants or other contractual requirements. Therefore, the Company concluded the businesses and operating results
of the disposed entities were immaterial to the Company’s financial statements.

With respect to the similarity of the disposed businesses, one of the disposed entities is in IT consulting business,
which is significant dissimilar to the Company’s business, whereas the others are in real estate business, which are similar to
that of the Company. Although certain disposed entities are in similar business as the Company, they either conduct their businesses
in different cities in Japan or sell different types of properties, such as wooden real properties,