SEC Comment Letter 0000000000-24-013085 to PicoCELA Inc. (PCLA)
PicoCELA Inc.
Date: Nov. 26, 2024 · CIK: 0002018462 · Accession: 0000000000-24-013085
AI Filing Summary & Sentiment
File numbers found in text: 333-282931
Letter
November 26, 2024 Hiroshi Furukawa Chief Executive Officer PicoCELA Inc. 2-34-5 Ningyocho, SANOS Building, Nihonbashi Chuo-ku, Tokyo 103-0013 Japan Re:PicoCELA Inc. Amendment No. 1 to Registration Statement on Form F-1 Filed on November 20, 2024 File No. 333-282931 Dear Hiroshi Furukawa: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our November 12, 2024 letter. Amendment to Form F-1 filed November 20, 2024 General We note your revisions in response to our prior comment 1. However, since your explanatory note appears prior to the prospectus cover page, investors may not be informed about the existence of two separate prospectuses and unclear as to whether they are purchasing ADSs in the primary or secondary offering. Accordingly, please further revise your disclosure to clarify that separate offerings are being conducted, and that the prospectus for the primary offering will not be used for sales in the secondary offering, and vice versa. Additionally revise disclosure that indicates the Shareholder ADSs may be sold at market prices “thereafter,” to clarify these ADSs will be sold at the initial offering price until they are quoted on Nasdaq, after which 1.
November 26, 2024 Page 2 they may be sold at market prices. Please contact Eiko Yaoita Pyles at 202-551-3587 or Kevin Stertzel at 202-551-3723 if you have questions regarding comments on the financial statements and related matters. Please contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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November 26, 2024
Hiroshi Furukawa
Chief Executive Officer
PicoCELA Inc.
2-34-5 Ningyocho, SANOS Building, Nihonbashi
Chuo-ku, Tokyo 103-0013 Japan
Re:PicoCELA Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed on November 20, 2024
File No. 333-282931
Dear Hiroshi Furukawa:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 12,
2024 letter.
Amendment to Form F-1 filed November 20, 2024
General
We note your revisions in response to our prior comment 1. However, since your
explanatory note appears prior to the prospectus cover page, investors may not be
informed about the existence of two separate prospectuses and unclear as to whether
they are purchasing ADSs in the primary or secondary offering. Accordingly, please
further revise your disclosure to clarify that separate offerings are being conducted,
and that the prospectus for the primary offering will not be used for sales in the
secondary offering, and vice versa. Additionally revise disclosure that indicates the
Shareholder ADSs may be sold at market prices “thereafter,” to clarify these ADSs
will be sold at the initial offering price until they are quoted on Nasdaq, after which 1.
November 26, 2024
Page 2
they may be sold at market prices.
Please contact Eiko Yaoita Pyles at 202-551-3587 or Kevin Stertzel at 202-551-3723
if you have questions regarding comments on the financial statements and related
matters. Please contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing