SecProbe.io

CORRESP
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BloomZ Inc.

June 14, 2024

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Rufus Decker

Erin Jaskot

Jenna Hough

    Tony Watson

    Re:
    BloomZ Inc.

    Amendment No. 2 to Registration Statement on Form F-1

    Filed March 20, 2024

    File No. 333-275223

Ladies and Gentlemen:

This letter is in response to the letter dated
April 3, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to BloomZ Inc. (the “Company,” “we,” and “our”). For ease of reference, we have recited
the Commission’s comments in this response and numbered them accordingly. An amendment to the Registration Statement on Form F-1
(“Amendment No. 3”) is being filed to accompany this letter.

Amendment No.2 to Form F-1 filed
March 20, 2024

General

1. We note that the size of the resale component
is double the size of the primary offering. Please tell us why you are registering the resale offering at this time and how you determined
the number of ordinary shares being registered in connection with the resale offering. Please also disclose the details of the transaction(s)
in which the selling shareholders received the shares covered by the resale prospectus and the length of time the selling shareholders
have held the shares, with a view to understanding whether the resale portion of the offering should be deemed an indirect primary being
conducted by or on behalf of the issuer, consistent with Question 612.09 of our Securities Act Rule Compliance and Disclosure Interpretations.

Response:

We acknowledge the Staff’s
comment and respectfully advise the Staff that the resale of the ordinary shares of the Company by certain selling shareholders (collectively,
the “Selling Shareholders,” and individually, a “Selling Shareholder”) as contemplated in our registration
statement on Form F-1, as amended (the “Registration Statement”), is not an indirect primary offering and is a secondary offering
under Rule 415(a)(1)(i) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

Our analysis of the six enumerated
factors contained in Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations (“C&DI.612.09”)
are as follows:

Unless otherwise indicated, all share amounts
and per share amounts in this response letter have been presented to give effect to the 1-for-5,000 sub-division of our ordinary shares
(the “Ordinary Shares”) effective on December 11, 2023.

Background

On February 13, 2023,
Kabushiki Kaisha BloomZ, a limited liability company organized under the laws of Japan and a wholly owned subsidiary of the Company
(“BloomZ Japan”), entered into share subscription agreements with 11 Selling Shareholders, whereby BloomZ Japan issued
an aggregate of 225 of its ordinary shares to the 11 Selling Shareholders for the aggregate consideration of 11,250,000 Japanese yen
(or approximate $75,286), at the price of 50,000 Japanese yen (or approximate $334.6) per ordinary share, for our working capital
needs and to finance  expenses for our initial public offering (“IPO”).

The following table sets
forth the breakdown of the foregoing transactions among BloomZ Japan and the 11 Selling Shareholders:

    Name of the Selling Shareholders

    BloomZ Japan’s ordinary shares

acquired

    Relationship to the Company

    Badge Co., Ltd.

    45

    Investor

    Daisuke Koma

    45

    Investor

    Rideon Works Co., Ltd.

    45

    Investor

    Kazuki Kuwana

    20

    Non-affiliated Employee of our principal shareholder, CyberStep, Inc. (“CyberStep”)

    Syota Nakada

    10

    Non-affiliated Employee of BloomZ Japan

    Makoto Kimura

    10

    Non-affiliated Employee of CyberStep

    Xuejing Zhao

    10

    Non-affiliated Employee of CyberStep

    Masataka Horike

    10

    Non-affiliated Employee of CyberStep

    Wataru Hagiwara

    10

    Non-affiliated Employee of CyberStep

    Daisuke Takada

    10

    Non-affiliated Employee of CyberStep

    Yuzuki Nakazawa

    10

    Non-affiliated Employee of CyberStep

On April 24, 2023, we acquired
the equity interests in BloomZ Japan held by the 11 Selling Shareholders through a share exchange agreement on a 1:5,000 basis. Consequently,
the above 11 Selling Shareholders acquired an aggregate of 1,125,000 of our Ordinary Shares.

On May 31, 2023, after
three months of negotiations, BloomZ Japan entered into investment agreements with eight Selling Shareholders, pursuant to which
agreements BloomZ Japan issued an aggregate of 211 of its ordinary shares to the eight Selling Shareholders on May 31, 2023 for the
aggregate consideration of 63,300,000 Japanese yen (or approximate $423,610), at the price of 300,000 Japanese yen (or approximate
$2,007.6) per ordinary share, for our working capital needs and to finance  expenses for the IPO.

The following table sets forth
the breakdown of the foregoing transactions among BloomZ Japan and the eight Selling Shareholders:

    Name of the Selling Shareholders

    BloomZ Japan’s ordinary shares

acquired

    Relationship to the Company

    Teppei Matsuyama

    66

    Investor

    Blue Rock Co., Ltd.

    33

    Investor

    Metax Inc.

    33

    Investor

    Hajime Hama

    33

    Investor

    Envy Capital LLC

    16

    Investor

    Masakazu Inada

    10

    Investor

    Minoru Hirata

    10

    Investor

    Aint Co., Ltd

    10

    Investor

    2

On August 25, 2023, we acquired
the equity interests in BloomZ Japan held by the eight Selling Shareholders through a share exchange agreement on a 1:5,000 basis. Consequently,
the above eight Selling Shareholders acquired an aggregate of 1,055,000 of our Ordinary Shares.

On October 6, 2023, Lode
Runner Inc., one of our principal shareholders (“Lode Runner”), entered into instruments of transfer with seven Selling
Shareholders, whereby Lode Runner sold an aggregate of 350,000 Ordinary Shares to the seven Selling Shareholders for the aggregate
consideration of 23,100,000 Japanese yen (or approximate $154,587), at the price of 66 Japanese yen (or approximate $0.44) per
Ordinary Share, for its working capital needs.

The following table sets
forth the breakdown of the foregoing transactions among Lode Runner and the seven Selling Shareholders:

    Name of the Selling Shareholders

    Ordinary Shares

acquired

    Relationship to the Company

    Tokuya Saito

    50,000

    Non-affiliated Employee of CyberStep

    Yu Yamade

    50,000

    Non-affiliated Employee of CyberStep

    Sho Ichikawa

    50,000

    Non-affiliated Employee of CyberStep

    Michitaka Kawabe

    50,000

    Non-affiliated Employee of CyberStep

    Shiho Miura

    50,000

    Non-affiliated Employee of CyberStep

    Hirokazu Okazawa

    50,000

    Non-affiliated Employee of CyberStep

    Masashi Futada

    50,000

    Non-affiliated Employee of CyberStep

Factor 1: How Long the Selling Shareholders
Have Held the Shares

Badge Co., Ltd., Daisuke Koma,
Rideon Works Co., Ltd., Kazuki Kuwana, Syota Nakada, Makoto Kimura, Xuejing Zhao, Masataka Horike, Wataru Hagiwara, Daisuke Takada and
Yuzuki Nakazawa have held their Ordinary Shares since April 24, 2023.

Teppei Matsuyama, Blue Rock Co., Ltd., Metax Inc., Hajime Hama,
Envy Capital LLC, Masakazu Inada, Minoru Hirata and Aint Co., Ltd have held their Ordinary Shares since August 25, 2023.

Tokuya Saito,
Yu Yamade, Sho Ichikawa, Michitaka Kawabe, Shiho Miura, Hirokazu Okazawa and Masashi Futada have held their Ordinary Shares since October
6, 2023.

From the date of
acquisition to the date of this response, the Selling Shareholders have not sold or otherwise disposed of any of the Ordinary Shares
that they hold. The holding period for the Ordinary Shares demonstrates that the Selling Shareholders acquired the Ordinary Shares
for investment, does not demonstrate an intent to distribute the Ordinary Shares on behalf of the Company or that the Selling
Shareholders are acting as underwriters.

Factor 2: Circumstances under which the Selling
Shareholders Acquired the Shares

The circumstances under which
each Selling Shareholder acquired their Ordinary Shares have been discussed in detail under the heading “Background” above.

None of the Selling
Shareholders have entered into any underwriting relationship or arrangement with the Company, received any commission or other
payment from the Company in connection with the resale of any of their securities, and the Company will receive no proceeds from the
resale of the Ordinary Shares, if any, by the Selling Shareholders. We believe these circumstances are distinct from those involving
a primary offering by or on behalf of the Company.

    3

Furthermore, Rule 100 of
Regulation M defines a “distribution” as “an offering of securities, whether or not subject to registration under
the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence of
special selling efforts and selling methods.” We are not aware of any factor or circumstances that would suggest that any such
special selling efforts or selling methods, such as investor presentations or road shows, by or on behalf of any of the Selling
Shareholders  have or are intended to take place if the Registration Statement is declared effective.

Factor 3: The Selling Shareholders’ Relationship
to the Company

The Selling Shareholders’
Relationship to the Company has been discussed in detail under the heading “Background” above. In addition, the Company does
not have an underwriting relationship with the Selling Shareholders or any contractual, legal, or other relationship that would control
the timing, nature or amount of resales of the resale shares following the effectiveness of the Registration Statement or even whether
any such resale shares are resold at all under the Registration Statement. To the Company’s knowledge, at no time has a Selling
Shareholder been affiliated with or acted as a securities broker-dealer or representative thereof.

The Company does not believe
that the registration rights that the Company granted to the Selling Shareholders are indicative of any desire of the Selling Shareholders
to sell or distribute the resale shares on behalf of the Company. The Company did not grant the registration rights for the purpose of
conducting an indirect primary offering. To the extent that the Selling Shareholders sell the Ordinary Shares, the Selling Shareholders
will retain all proceeds from such sales and the Company will not receive any of the proceeds from the resales.

Factor 4: Amount of Shares Involved

The total number of the Ordinary
Shares registered for resale by the Selling Shareholders is 2,530,000, representing 22.62% of the Company’s issued and outstanding
Ordinary Shares as of the date hereof. Additionally, none of the Selling Shareholders holds or is seeking to register more than 5% of
the outstanding Ordinary Shares of the Company.

Factor 5: Whether the Selling Shareholders
are in the Business of Underwriting Securities

To the Company’s knowledge,
none of the Selling Shareholders, and the natural persons that exercise voting and/or dispositive power over the Ordinary Shares held by
the Selling Shareholders that are entities, are or have ever been in the business of underwriting securities.

Factor 6: Whether under All the Circumstances
it Appears that the Selling Shareholders are Acting as a Conduit for the Company

We respectfully submit
that we believe that the circumstances of the offering do not indicate that the Selling Shareholders are selling the resale shares
on behalf of the Company. The Company will receive no portion of the proceeds from any sales of the resale shares. No Selling
Shareholder acquired the resale shares under circumstances that would indicate that it was receiving compensation from the Company
in connection with the resale or that the Company had any financial interest in the resale of its respective resale shares.
Additionally, there is no evidence of special selling efforts or selling methods that would suggest a view to
“distribution.” Finally, to the Company’s knowledge, none of the Selling Shareholders and the natural persons that
exercise voting and/or dispositive power over the Ordinary Shares held by the Selling Shareholders that are entities are or have
ever been in the business of underwriting securities. In light of the circumstances and the other facts described above, we respectfully
advise the Staff that we believe the Selling Shareholders are not acting as underwriters on behalf of, or as a conduit for, the
Company.

    4

Additionally, in response
to the Staff’s comment, we respectfully advise the following:

(i) why the resale offering is required to
be registered at this time

The resale shares are being
registered at this time because all of the Selling Shareholders hold less than 5% of the Ordinary Shares. The underwriter of the IPO is
not requiring lock-up arrangements for shareholders who hold less than 5% of the Ordinary Shares, and no previous lock-up arrangements
are in place between us and the Selling Shareholders. Therefore, we intend to register the resale shares at this time to provide greater
flexibility for the Selling Shareholders to freely trade their shares upon the IPO and to help ensure our Ordinary Shares maintain appropriate
liquidity in the market after the IPO.

(ii) how you determined the number of ordinary
shares being registered in connection with the resale offering

We are seeking to register
all the Ordinary Shares held by the non-affiliate shareholders who hold less than 5% of the Ordinary Shares and have expressed to the
Company an interest in having their Ordinary Shares registered on the resale prospectus.

2. Revise to disclose the natural person(s)
that exercise voting and/or dispositive power over the shares held by the entities listed on page Alt-3 and in the footnotes. Please also
disclose whether any of the natural persons have had a material relationship with the company or any of its predecessors or affiliates
within the past three years. Refer to Question 140.02 of our Regulation S-K Compliance and Disclosure Interpretations.

Response:

In response to the Staff’s comments, we
have revised our disclosure on pages Alt-3 and Alt-4 to disclose the natural persons that exercise voting and/or dispositive power over
the Ordinary Shares held by the entities listed therein and that none of these natural persons have had a material relationship with the
Company or any of its predecessors or affiliates within the past three years.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

    Very truly yours,

    /s/ Kazusa Aranami

    Name:
    Kazusa Aranami

    Title:
    Chief Executive Officer

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

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