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February 12, 2025

VIA
EDGAR AND EMAIL

United States
Securities and Exchange Commission

Division
of Corporation Finance

Office of
Merger & Acquisitions

100 F Street,
N.E.

Washington,
D.C. 20549

Attention:
Daniel Duchovny, Esq.

 Re: PIXIE DUST TECHNOLOGIES,
INC.

Schedule
13E-3 filed January 15, 2025, as amended January 16, 28, and 29, 2025

File
No. 005-94140

Dear Mr. Duchovny,

I represent Pixie Dust Technologies, Inc. (the
“Company”). I am writing on behalf of the Company in response to your comments set forth in the letter from the Securities
and Exchange Commission Division of Corporation Finance, Office of Mergers & Acquisitions, dated January 29, 2025 (the “Commission”)
and, (the “Comment Letter”) respectively and regarding the above-referenced Schedule 13E-3/A. In addition to e-mail,
this letter is being filed with the Commission electronically via the EDGAR system today.

In connection with the submission of this letter,
the Company will file Amendment No. 4 to the Schedule 13E-3. The Amended Schedule 13E-3 reflects revisions made in response
to the comments of the Staff and the updating of other information.

Set forth below is our response to the Staff’s
comments as set forth in the Comment Letter. Please note that any reference to page numbers in our responses refer to the page numbers
of the Amended Schedule 13E-3, as applicable. Capitalized terms used but not defined herein have the meanings ascribed to such
terms in the Amended Schedule 13E-3, as applicable.

Schedule 13E-3 as amended

General

1. We note that the terms and conditions of the transaction are
not included in the Schedule 13E-3 but are incorporated by reference to an exhibit. Please revise to include the terms and conditions
in the Schedule 13E-3 or confirm that the Convocation Notice will be disseminated with the Schedule 13E-3.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff, that if BNY accepts the Company’s bid and then provides further details related to the exact terms
and conditions or other mechanics of the transaction. We will amend the 13E-3 following within the body of the Schedule to reflect specifically
1,200,000 shares (maximum) and the total amount of money in USD to be paid in exchange for acquiring the shares $1,200,000 USD or maximum
$1 per share, in addition to the period during which shares can be acquired, within one year from the date of the resolution of the general
meeting of shareholders. In accordance with Article 160, Paragraph 5 and Article 158, Paragraph 1 of the Japanese Companies Act, the Company
will provide BNY Mellon with the “Notification regarding share purchase” after proposal 1 is resolved at the shareholders
meeting. If BNY sells shares to the Company, BNY have to submit “Share buyback Application Form” in accordance with Article
159, Paragraph 1 of the Japanese Companies Act.

2. Please disclose why you are proposing to buy ordinary shares
from BNY Mellon instead of allowing security holders to retain those ordinary shares following the termination of the ADS program, and
then offering to purchase directly from those shareholders.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff, the Company is allowing and has always allowed ADS holders to retain those ordinary shares which underly
their ADS’s. As the Staff points out in the question 8, in accordance with the provisions of section 2.5 of the Deposit Agreement,
all the ADS holders can withdraw ordinary shares underlying ADSs. If they withdraw ordinary shares, they may remain as ordinary shareholders.
The provisions of section 2.5 of the Deposit Agreement also provides, “The Depositary has been advised that, as of the date of this
Deposit Agreement, under FEFTA, any Foreign Investor (as defined under FEFTA) expecting to receive delivery of Shares upon surrender of
American Depositary Shares must obtain pre-clearance from the applicable Japanese governmental authority prior to accepting that delivery
and that the applicable governmental authority may take up to 30 days to respond to applications for that pre-clearance.”. This
means, regarding the procedure to withdraw shares, there is a difference between Japanese residents and foreign holders of the ADS. Though
it may make it bothersome for foreign investors including US investors to withdraw shares, it is clear that they understand or are deemed
to understand this rule when they buy ADSs because the Deposit Agreement and the Certificate of ADS is disclosed in the F-1 when the Company
conducted IPO and has been exhibited various times in the Company’s SEC filings. Given the fact that the Company firstly announced
the delisting and deregistration on October 23, 2024, and the termination date of ADR program is March 14, 2025, there are 142 days for
investors to follow the necessary procedure to withdraw ordinary shares if they choose. Accordingly, it can be said that investors who
do not withdraw ordinary shares choose to settle ADSs with cash.

Cash settlement is executed through DTC. Since the Company can’t
execute the DTC settlement, the Company must buy ordinary shares from BNY. The Deposit Agreement and the ADS certificate provides in the
section 6.2 (c) that “At any time after the Termination Date, the Depositary may sell the Deposited Securities then held under
this Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by
it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of American Depositary Shares that
remain outstanding, and those Owners will be general creditors of the Depositary with respect to those net proceeds and that other cash.”
BNY can sell ordinary shares to anyone it chooses. However, since there is no trading market for ordinary shares, BNY cannot simply sell
the underlying shares into the trading market in Japan and must find a private purchaser or in this case the Company is bidding for its
own shares directly from BNY to make cash settlement with ADS holders available. Though we cannot exactly understand your language “and
then offering to purchase directly from those shareholders.”, we can explain (1) share purchase from INCJ and (2) share purchase
offer other than BNY and INCJ.

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In general, under Japanese Company Act, share purchase of
unlisted shares by the issuer requires the approval of shareholders meeting. Issuers can purchase shares from a specified
shareholder, even in that case, the issuers have to give the chance to all the shareholders to sell shares on the same condition
with the specified shareholders. This offer is mandatory and is notified to all the shareholders. In the Company’s case, it is
noticed by the convocation notice.

With regards to the share purchase from INCJ, before the
announcement of delisting they held 539,700 ordinary shares and 321,891 ADSs. They already withdrew 321,891 (all) ordinary shares
underlying ADSs and now holds 861,591 shares. INCJ is a Japanese governmental fund and their expiration date of the fund is March
31, 2025. Accordingly, they have to sell all the shares before the expiration date, regardless of the price. To sell 539,700 shares
INCJ held before the announcement of delisting and deregistration, regardless of delisting, a shareholders meeting is necessary.
This is because share purchase from INCJ is irrelevant to the 13E-3 filing to purchase the underlying ordinary shares. Even if the
Company did not conduct delisting and deregistration, the share purchase from INCJ was inevitable. The Company set the discount
price to the share purchase from INCJ because the expiration date is special reason for INCJ. Share purchase price from BNY is 1 USD
at maximum and share purchase price from INCJ is 144 yen at maximum. However, if 321,891 ADSs are settled as ADSs by cash, this
discount is not applied. Accordingly, the Company asked INCJ to withdraw 321,891 shares underlying ADSs and then offer share
purchase of 861,591 shares. INCJ has accepted the offer. Regarding (2) share purchase offer other than BNY and INCJ, it is simply
because the requirement of Japanese Company Act as above.

3. Please tell us why the share purchase describe in proposal 2
of the Convocation Notice is not subject to Rule 13e-3.

Response: We appreciate the opportunity to clarify the matter
regarding the application of Rule 13e-3 to the share purchase described in Proposal 2 of our Convocation Notice. We respectfully submit
the following explanation:

Separate and Independent Transactions

The
Schedule 13e-3 filing we submitted pertains exclusively to our bid to repurchase the ADRs held in the depository in connection with our
delisting initiative. In contrast, the share purchase described in Proposal 2 involves the acquisition of underlying ordinaries directly
from an independent shareholder in Japan. This transaction is being conducted independently and, in an arm’s-length basis, and
its execution is not contingent upon, nor is it coordinated with, the ADR repurchase.

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Distinct Transactional Purposes

The repurchase
of ADRs is undertaken for the specific purpose of effectuating a delisting and is governed by the procedures set forth under Rule 13e-3
and is significantly detailed in the BNY Agreement. Conversely, the underlying share purchase in Proposal 2 is executed solely to acquire
additional ordinaries and is not part of any scheme or plan to take the company private. As such, the motivations and intended outcomes
of the two transactions are entirely distinct

Regulatory Applicability

Rule 13e-3 is designed to regulate
issuer repurchase offers in the context of going-private or delisting transactions. Because the underlying share purchase from the Japanese
shareholder does not constitute an issuer-initiated repurchase offer aimed at effectuating a delisting or similar transaction, it falls
outside the scope of Rule 13e-3. The transaction is not a tender offer or a similar scheme to acquire control, but rather a separate
acquisition conducted for reasons unrelated to the delisting process.

Based on the above points, we respectfully submit that the share purchase
described in Proposal 2 is not subject to Rule 13e-3. We believe this transaction’s independent nature, its distinct purpose from
the termination of the BNY agreement, and its execution on an arm’s-length basis clearly support our position.

Item 2. Subject Company Information, page 1

4. Please revise your disclosure to state the exact title and number
of shares outstanding of the subject class of equity securities as of the most recent practicable date, as required by Item 1002(b) of
Regulation M-A, and the information required by Item 1002(c)-(f) of Regulation M-A.

Response: Our disclosure will be amended to reflect 14,869,067
ordinary shares as of December 21, 2024, of which maximum 1,200,000 shares, held on deposit by BNY representing ADSs subject to the Transaction.
The Company has not had its shares Trading in any market and for any price. Subject securities have not been traded in any market. Regarding
dividends No dividends are paid with respect to the subject securities during the past two years. Under The Japanese Company Act, the
amount of dividends companies can pay are limited to the amount of “distributable amount” as defined in article 461, Paragraph
2. Since the distributable amount of the Company have been negative, no dividends are paid to any class of securities. However, the Company
will reduce capital and capital reserve if proposal No.3 is resolved at the shareholders meeting dated February 18, 2025, of which convocation
notice is incorporated as exhibit (i), which enables the distributable amounts to be positive. Nevertheless, the Company has no intention
to pay any dividends to ordinary shares as of April 30, 2025, fiscal year end of the Company. The Company has made no Prior stock purchases
or public offerings of the subject securities during the past two years.

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Item 3. Identity and Background of Filing Persons, page 1

5. Please include the information required by Item 1003(c) of Regulation
M-A in the Schedule 13E-3.

Response: We appreciate the Commission’s comments and
the opportunity to further clarify. Since the filing person is the subject company, an entity (Pixie Dust Technologies, Inc.) rather than
a natural person, the detailed natural-person background disclosures required under Item 1003(c)—such as current occupation, material
past positions, criminal convictions, judicial or administrative proceedings, and country of citizenship—are not applicable.

If additional entity-level background information is required, please
refer to the disclosures and exhibits provided elsewhere in this filing.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.,
page 3

6. Please revise the “Background of
the Transaction” section to explain who are Suzuyo and INCJ, and describe their roles. Also, describe the events surrounding
the retention of Craig-Hallum. Finally, describe the events surrounding the preparation and delivery of the financial projections
(referenced in Craig-Hallum’s opinion).

Response: We appreciate the Commission’s comments and
the opportunity to further clarify the disclosures relating to Suzuyo, INCJ, and Craig-Hallum as follows.

Suzuyo is a Japanese logistics
company, located at 11-1 Irifune-cho, Shimizu-ku, Shizuoka-shi, 424-8703, Shizuoka, Japan which undertakes a part of logistics of
the products of the Company. Suzuyo holds 120,000 ordinary shares of the Company. Suzuyo group finance Co., Ltd. (“Suzuyo
GF”) which is a subsidiary of Suzuyo provided a loan to the Company in the amount of 1.5 billion yen on December 27, 2024. The
translation of the loan agreement is incorporated as exhibit (n). Part of proceeds from the loan may be used for the settlement of
the BNY Transaction. At the board meeting dated January 15, 2025, the Company resolved to issue two (2) D1 preferred shares by
allotting one (1) D1 Share to Suzuyo and one (1) D1 Share to Suzuyo Shoji Co., Ltd. (“Suzuyo Shoji”), for a total
subscription amount of 1.5 billion yen. Suzuyo Shoji is a subsidiary of Suzuyo. The press releases and shareholder communications
announcing the Equity financing is incorporated as exhibit (q) as well as the 6-K to disclose the press release incorporated as
exhibit (r). The Company intends to use the proceed from the equity financing for the repayment of the loan from Suzuyo GF.

INCJ is a public-private investment corporation established
under Japanese law by the Japanese government. Headquartered in Tokyo, Japan, and incorporated as a special purpose entity, INCJ operates
as a strategic investor. Its capital is derived from both government allocations and private sector contributions. The corporation is
governed by a board of directors in accordance with applicable Japanese corporate governance standards and regulatory requirements. INCJ’s
primary function is to support the development and commercialization of innovative technologies and business models through equity investments
and advisory services.

Craig Hallum is an independent financial advisory firm that
provides fairness opinions and valuation services in corporate transactions. The firm analyzes market conditions, financial data, and
transaction structures to assess the fairness of proposed deal terms. In connection with the preparatio