SecProbe.io

CORRESP
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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:

    Jessica
    Haggard, esq. ***

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

    CRAIG
    D. LINDER, ESQ*****

    PETER
    P. LINDLEY, ESQ, CPA, MBA

    john
    lowy, esq.******

    STUART
    REED, ESQ

    LAZARUS
    ROTHSTEIN, ESQ.

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

    DIRECT
                                            E-MAIL:

    LANTHONY@ANTHONYPLLC.COM

*licensed
in FL and NY

**licensed
in NY and NJ

***licensed
in Missouri

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

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

******licensed
in NY and NJ

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

January
30, 2023

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.

    Amendment
    No. 3 to Registration Statement on Form F-1

    Filed
    January 12, 2023

    File
    No. 333-268420

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of SYLA Technologies Co., Ltd. (the “Company”, “we,”
“us,” and “our”) Pre-Effective Amendment No. 4 (“Amendment No. 4”) to the above-referenced
Registration Statement on Form F-1. Amendment No. 4 is marked to show changes made from the previous filing made on January 12, 2023.
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 January 24, 2023. We trust you shall deem the contents of this letter responsive to your
comment letter.

Amendment
No. 3 to Registration Statement on Form F-1 filed January 12, 2023

Business
Overview, page 1

    1.
    Comment:
    We note your intent to sell the computer maintenance and management services business and manufacture and sale of computers business
    to a third party. Please explain to us in detail the logistics of the sale, given that the mining computers owned by your customers
    are in your possession. For example, tell us if the customers will pick up their computers from the data centers and when/if you
    plan to shut off the computers. Further, tell us when you plan to close the sale of the businesses.

    Response:
                                            The Company entered into a Business Transfer Agreement with Getworks co., ltd. (“Getworks”)
                                            on January 20, 2023. The Company and Getworks closed on the mining machine business transfer
                                            on January 23, 2023. Pursuant to the Business Transfer Agreement, the Company transferred
                                            to Getworks its entire mining machine business consisting of (i) the mining machines which
                                            included all inventory, products in progress and parts (ii) all contractual agreements
                                            relating to our mining machine business including all master sales and purchase agreements
                                            with parts dealers, license agreements with mining software licensors, electricity supply
                                            agreements, telecommunication service agreements, maintenance and management agreements with
                                            customers and customer referral agreements and (iii) our customer list including current
                                            and prospective customers, in exchange for a cash payment equal to JPY 550,000. The
                                            Company owns the building in which the data center is located and the Company leases this
                                            building to Getworks. The customers did not pick up their computers from the data center
                                            and the Company did not shut off the computers as all of the computers were maintained in
                                            the data center and were sold to Getworks pursuant to the Business Transfer Agreement. The
                                            entire mining machine business was completely transitioned to Getworks upon closing of the
                                            Business Transfer Agreement. The Company called each of its 28 mining machine maintenance
                                            customers for their approval to the sale of the mining machine business by the Company to
                                            Getworks, which they provided such approval as there was no interruption to their service.
                                            The Company transferred all of its contracts with such customers to Getworks pursuant to
                                            the Business Transfer Agreement. The Company is no longer involved in the mining machine
                                            business and is no more than a landlord to Getworks. Accordingly, the Company has updated
                                            the disclosure in Amendment No. 4 to provide for its complete withdrawal from the mining
                                            machine business and the Company has filed the Business Transfer Agreement as Exhibit 10.6
                                            to Amendment No. 4.

Index
to Financial Statements, page F-1

    2.
    Comment:
    Please update your financial statements and related disclosures throughout your registration statement as required by Item 8.A.4
    of Form 20-F or provide the appropriate representations in an exhibit in accordance with Instruction 2 to Item 8.A.4.

    Response:
    In response to the Staff’s comment, we have respectfully submitted a request for waiver and representation under Item 8.A.4
    of Form 20-F as Exhibit 99.1.

    3.
    Comment:
    Given the apparent significance of the combined businesses of mining machine sales and mining machine maintenance and management
    services, please tell us how you considered the need to provide pro forma financial statements in accordance with Article 11 of Regulation
    S-X to reflect the disposition. Also, tell us how you considered the need to report discontinued operations in accordance with ASC
    205-20.

    Response:
    The Company respectfully advises the Staff that it evaluated the requirements for filing pro forma financial statements under
    Regulation S-X Article 11 and determined that under the significant subsidiary rules the disposition did not meet the asset, investment,
    or income threshold tests (<10% under all tests), accordingly, the Company concluded it is not required to prepare pro forma financial
    statements for the disposition.

    The
                                            Company also considered the guidance provided in ASC 205-20 to determine whether the sale
                                            of mining machine business met the criteria for presentation as discontinued operations.
                                            Under ASC 205-20, a disposal transaction meets the definition of discontinued operation if
                                            all of the following criteria are met:

 a. The
                                            disposal group constitutes a component of an entity or a group of components of an entity.

 b. The
                                            component of an entity (or a group of components of an entity) meets the held-for-sale classification
                                            criteria, is disposed of by sale, or is disposed of other than by sale (e.g., by abandonment,
                                            in an exchange measured based on the recorded amount of the nonmonetary asset relinquished,
                                            or in a distribution to owners in a spinoff).

 c. The
                                            disposal of a component of an entity (or a group of components of an entity) represents a
                                            strategic shift that has (or will have) a major effect on an entity’s operations and
                                            financial results.

The
Board of Directors of the Company approved to withdraw from the mining machine business on December 30, 2022 and entered into a Business
Transfer Agreement with Getworks Co., Ltd. (“Getworks”) on January 20, 2023. The Company and Getworks closed on the mining
machine business transfer on January 23, 2023. The Company determined its mining machine business represented a component of an entity
that would be classified as held-for-sale as of December 31, 2022.

Next
the Company considered whether the disposition represented a strategic shift that has a major effect on its operation and financial results.

ASC
205-20-45-1C indicates that examples of a strategic shift that has (or will have) a major effect on an entity’s operations and
financial results could include a disposal of a major geographic area, a major line of business, a major equity method investment, or
other major parts of an entity. From a quantitative perspective, paragraphs 205-20-55-83 through 55-101 provide examples of strategic
shifts and the related illustrative thresholds, which the Company also considered.

The
Company concluded that discontinued operation presentation for disposition was not required because the disposal of mining machine business
did not represent a strategic shift. Further analysis is provided below for the Staff’s consideration.

Analysis
on the strategic shift

The
Company respectfully advises that a strategic shift does not occur because the Company’s strategy both prior to and subsequent
to the disposal of mining business remains unchanged. Specifically, the Company’s strategy is to support and enrich people’s
lives in the era of 100-year life expectancy by democratizing global real estate investment using technology and smart asset management.
The sale of mining business does not represent a change in this strategy. The Company continues to operate in the same industry, utilizing
the same technology, platforms, and management resources. As such, the Company views the disposal of its mining machine business as a
cessation of a small revenue stream as opposed to a strategic shift as it does not significantly change the way the management runs its
business operations. Additionally, from a geographical perspective, there is no change in the major cities where the Company operates
before and after the disposal of mining machine business.

The
Company further evaluated quantitative measures, including:

 a. The
                                            assets related to mining machine business represented less than 1% of the total assets on
                                            the Company’s unaudited consolidated balance sheet as of June 30, 2022, as filed on
                                            the registration statement.

 b. The
                                            revenues attributable to mining machine business represented approximately 8.5% of the total
                                            consolidated revenues of the Company for the six months ended June 30, 2022 and is expected
                                            to be below 5% of the total consolidated revenues of the Company for the year ended December
                                            31, 2022.

 c. Consolidated
                                            operating expenses attributable to mining machine business represented approximately 1.4%
                                            of the total consolidated operating expenses of the Company for the six months ended June
                                            30, 2022 and is expected to be below 5% of the total consolidated operating expenses of the
                                            Company for the year ended December 31, 2022.

Given
the analysis of both qualitative and quantitative factors, the Company determined that the disposal of mining machine business did not
represent a strategic shift and did not meet the criteria in ASC 205-20 for presentation as discontinued operations.

Note
2 - Summary of Significant Accounting Policies (n) Revenue Recognition

Revenue
from sales of mining machines, page F-48

    4.
    Comment:
    We note your disclosure stating that revenue from the sale of mining machines occurs at a point in time when customers accept
    the products. We note from your response to prior comment 2 that your customers may have the computers delivered to their homes,
    your data center or a third party data center. Please explain to us in greater detail how you have applied the guidance in paragraphs
    23 through 26 and paragraph 30 of ASC 606-10-25 when determining that you have satisfied your performance obligation and that control
    has transferred to your customers when recognizing revenue from the sale of mining machines.

    Response:
    In response to the Staff’s comment, we have performed an analysis of revenue recognition of mining machine sales pursuant
    to paragraphs 23 through 26 and paragraph 30 of ASC 606-10-25 as follows:

ASC
606-10-25-23

An
entity shall recognize revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service
(that is, an asset) to a customer. An asset is transferred when (or as) the customer obtains control of that asset.

The
Company recognizes revenue for mining machines sales upon the customer acceptance of the mining machine, as the control of the mining
machine is transferred to the customer upon acceptance. See detailed analysis as follows.

ASC
606-10-25-24

For
each performance obligation identified in accordance with paragraphs 606-10-25-14 through 25-22, an entity shall determine at contract
inception whether it satisfies the performance obligation over time (in accordance with paragraph 606-10-25-27 through 25-29) or satisfies
the performance obligation at a point in time (in accordance with paragraph 606-10-25-30). If an entity does not satisfy a performance
obligation over time, the performance obligation is satisfied at a point in time.

The
Company assesses whether its performance obligation to deliver the mining machine to customers is satisfied over time or at a point in
time as follows:

ASC
606-10-25-27

An
entity transfers control of a good or service over time and, therefore, satisfies a performance obligation and recognizes revenue over
time, if one of the following criteria is met:

 a. The
                                            customer simultaneously receives and consumes the benefits provided by the entity’s
                                            performance as the entity performs.

This
criterion is not met as the customer does not receive or consume any benefit provided by the Company’s performance, and the Company
has no remaining obligation to provide further service, once the customer accepts the mining machine.

 b. The
                                            entity’s performance creates or enhances an asset that the customer controls as the
                                            asset is created or enhanced.

This
criterion is not met as the customer does not control the mining machine until it accepts the machine.

 c. The