SEC Comment Letter 0000000000-24-013462 to PicoCELA Inc. (PCLA)
PicoCELA Inc.
Date: Dec. 5, 2024 · CIK: 0002018462 · Accession: 0000000000-24-013462
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-282931
Letter
December 5, 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. 2 to Registration Statement on Form F-1 Filed on November 27, 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 26, 2024 letter. Amendment to Form F-1 filed November 27, 2024 Exhibits Please request counsel to address the following items in the legal opinion filed as Exhibit 5.1 and file a revised opinion:
•We note that the opinion covers the 2,300,000 shares being offered in the primary offering, but not the 2,000,040 shares being offered in the resale offering. Please revise to additionally cover the resale shares. Refer to Sections II.B.1.b and II.B.2.h of Staff Legal Bulletin 19. We note the assumption in paragraph a(viii) that "all relevant matters would be found to be legal, valid and binding under the applicable laws of, or not otherwise •1.
December 5, 2024 Page 2 contrary to public policy or any mandatory provisions of applicable laws of, any jurisdiction other than Japan, as presently or hereafter in force or given effect." Please revise or support this assumption, as it appears overly broad. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19. •Please revise the penultimate paragraph of the opinion, as this appears to limit reliance. Refer to Section II.B.3.d of Staff Legal Bulletin 19. 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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December 5, 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. 2 to Registration Statement on Form F-1
Filed on November 27, 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 26, 2024
letter.
Amendment to Form F-1 filed November 27, 2024
Exhibits
Please request counsel to address the following items in the legal opinion filed as
Exhibit 5.1 and file a revised opinion:
•We note that the opinion covers the 2,300,000 shares being offered in the primary
offering, but not the 2,000,040 shares being offered in the resale offering. Please
revise to additionally cover the resale shares. Refer to Sections II.B.1.b and
II.B.2.h of Staff Legal Bulletin 19.
We note the assumption in paragraph a(viii) that "all relevant matters would be
found to be legal, valid and binding under the applicable laws of, or not otherwise •1.
December 5, 2024
Page 2
contrary to public policy or any mandatory provisions of applicable laws of, any
jurisdiction other than Japan, as presently or hereafter in force or given effect."
Please revise or support this assumption, as it appears overly broad. Refer
to Section II.B.3.a of Staff Legal Bulletin No. 19.
•Please revise the penultimate paragraph of the opinion, as this appears to limit
reliance. Refer to Section II.B.3.d of Staff Legal Bulletin 19.
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