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CORRESP
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filename1.htm

PicoCELA
Inc.

October
31, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

Attention:
Eiko Yaoita Pyles

Kevin
Stertzel

Bradley
Ecker

Jennifer
Angelini

    Re:
    PicoCELA
    Inc.

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

    Submitted
    September 23, 2024

    CIK
    No. 0002018462

Dear
Sir or Madam:

PicoCELA
Inc. (the “Company,” “we,” or “us”) hereby transmits its response to the letter
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated October 3, 2024, regarding its Amendment No.1 to Draft Registration Statement on Form F-1 submitted on September 23, 2024. For
ease of reference, we have repeated the Commission’s comments in this response letter and numbered them accordingly. An amended
Draft Registration Statement on Form F-1 (“Amended Draft Registration Statement”) is being submitted to accompany
this response letter.

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

Cover
Page

    1.
    Please
    revise your cover page and summary section to more prominently and clearly disclose that your shares and ADSs are subject to voting
    restrictions. Your disclosure should clearly state that only holders of at least 100 shares will be entitled to exercise voting rights,
    while holders of fewer than 100 shares will not be entitled to vote, and that shares will be rounded down in determining voting rights.
    Additionally disclose how voting rights will be determined in relation to ADS holders, and include a cross-refence to more detailed
    disclosure regarding ADS treatment elsewhere in your registration statement.

Response:
We respectfully advise the Staff that on October 13, 2024, the Board of Directors of the Company adopted a resolution to cancel the voting
structure of every 100 common shares representing one vote. Effective October 15, 2024, each common share represents one vote. Each ADS
is equal to one common share, and, accordingly, is entitled to one vote. We have revised our disclosures throughout the Amended Draft
Registration Statement accordingly.

Prospectus
Summary

The
Offering, page 8

    2.
    Please
    revise your disclosure to quantify the number of shares issuable to Spirit Advisors upon exercise of the warrant.

Response:
In response to the Staff’s comment, we have revised our disclosures on pages 8 and 37 of the Amended Draft Registration
Statement accordingly.

Risk
Factors, page 9

    3.
    Please
    include risk factor disclosure that addresses your ability to issue classes of stock in the future that may have greater or more
    senior voting rights compared to holders of your common stock. Disclose that this would have a dilutive effect to holders of your
    common stock.

Response:
In response to the Staff’s comment, we have revised our disclosures on page 23 of Amended Draft Registration Statement accordingly.

Capitalization,
page 33

    4.
    Please disclose the
    total number of Common Shares issued in connection with the conversion of Class A, B and C Preferred Shares in July 2024 and the
    total number of Common Shares issued and outstanding on an as adjusted basis.

Response:
In response to the Staff’s comment, we have revised our disclosures before the capitalization table and notes to the
capitalization table on page 34 of Amended Draft Registration Statement accordingly.

Dilution,
page 34

    5.
    We note your response
    to prior comment 6. Please revise your dilution disclosure to include the issuance of additional Class C Preferred Shares in April
    2024 in your discussion of as adjusted net tangible book value per shares and ensure that you reflect this issuance in your pro forma
    calculation.

Response:
In response to the Staff’s comment, we have revised our disclosures on page 35 and of Amended Draft Registration Statement
accordingly.

    6.
    We note that your disclosure
    related to the calculation of as adjusted net tangible book value per share does not include a discussion of the conversions of preferred
    shares that occurred in July 2024. Please revise accordingly and ensure that you reflect the conversion in your calculation.

Response:
In response to the Staff’s comment, we have revised our disclosures on page 35 and of Amended Draft Registration Statement
accordingly.

Corporate
History and Structure

Recent
Development, page 36

    7.
    We note your consulting
    agreement grants Spirit Advisors the right to purchase up to 3% of the company’s common shares calculated immediately before
    the IPO and that it is exercisable at the time of the IPO. Please disclose here and on page 8 whether Spirit Advisors is subject
    to lock-up restrictions as part of their right to purchase shares. Additionally disclose whether Spirit Advisors will be granted
    any registration rights in relation to these shares and, if so, describe the terms thereof.

Response:
In response to the Staff’s comment, we have revised our disclosures on pages 8 and 37 of Amended Draft Registration Statement
accordingly.

    8.
    We note disclosure on
    your prospectus cover regarding the expiration without conversion of two convertible bonds. Please update the disclosure in this
    section, and elsewhere as appropriate, to reflect such expiration.

Response:
In response to the Staff’s comment, we have revised our disclosures on pages 37, F-16, F-20 and F-41 of Amended Draft Registration
Statement accordingly.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Sales
and Marketing, page 57

    9.
    We note your response
    to our prior comment 11. Please further revise to identify all significant customers, including “Customer F” referenced
    on page 61.

Response: We respectfully advise
the Staff that we have deleted Customer F from our significant customers, because it contributed to over 10% of our revenue only in the
fiscal year ended September 30, 2022. In addition, it is not affiliated with the Company in any other kind. Since the fiscal year ended
September 30, 2022 and as of the date of this letter, the Company is not substantially dependent on this customer.

Business

Intellectual
Property, page 63

    10.
    We note your revisions
    in response to our prior comment 12. Please further revise your disclosure to more fully summarize the material terms of your license
    agreement with Kyushu University. Discuss, without limitation, whether and on what terms the license agreement may be (i) renewed
    past its current expiration date of March 31, 2025, and (ii) subject to earlier termination. Include risk factor disclosure regarding
    the material risks related to potential non-renewal or early termination on your business and financial condition and results of
    operation.

Response:
In response to the Staff’s comment, we have revised our disclosures on pages 19, 67 and 68 of Amended Draft Registration
Statement accordingly.

Related
Party Transactions, page 77

    11.
    Please update this section
    to additionally reflect information as of the date of the document. Refer to Item 4(a) of Form F-1 and Item 7.B of Form 20-F.

Response: In response to the Staff’s
comment, we have revised our disclosures by adding descriptions of the related party transactions for the latest financial
year ended September 30, 2024 to the end of the paragraphs of the related party transactions disclosure
for the Six months ended March 31, 2024 and 2023 on page 78 of Amended Draft Registration Statement accordingly.

Description
of Share Capital

Voting
Rights, page 83

    12.
    We
    note your disclosure that a resolution can be adopted by a majority of the voting rights represented at the meeting; please revise
    to clarify whether this refers to representation both in-person and by proxy. We further note disclose that the quorum is one-third
    of the total number of voting rights. Given the voting restriction on your shares, please revise to clarify when such voting rights
    will be determined (for instance, on a record date or as of the meeting date). Additionally clarify whether the voting rights
    in respect of shares underlying ADSs will be counted in relation to the depositary bank or ADS holders, and describe any related
    procedures and timing-related considerations in this regard (for instance, an ADS record date), either here and/or in the section
    describing American Depositary Shares.

Response: In response to
the Staff’s comment, we have revised our disclosures on pages 84, 85 and 93 of Amended Draft Registration Statement
accordingly.

Unaudited
Financial Statements as of and for the six months ended March 31, 2024 and 2023

Statements
of Shareholders’ Equity, page F-4

    13.
    Please revise to include
    the statement of stockholders’ equity for the comparative year-to date period ended March 31, 2023. Refer to Rule 8-03 of Regulation
    S-X.

Response:
In response to the Staff’s comment, we have revised our disclosures on page F-4 of Amended Draft Registration Statement accordingly.

General

    14.
    We note that the number
    of shares represented by ADRs has yet to be determined. Please tell us how this ratio will take into account the voting restriction
    on your shares. For instance, will each ADR represent 100 shares in order to ensure that each ADS holder is entitled to exercise
    at least one vote, and that the voting rights of the depositary (as record holder) and ADS holders are congruent? If this ratio is
    not 1:100, include disclosure that explains how the voting rights of ADS holders will be determined, considering that the depositary
    bank will be the shareholder of record (and thus eligible to vote underlying shares), yet will solicit proxies from ADS holders who
    beneficially own individual portions of the underlying shares (and may not collectively have the same voting rights the depositary
    would have). To the extent that your ADS program and 100-share voting restriction effectively give rise to disparate voting effects
    as between ADS holders and shareholders, please discuss this and include risk factor disclosure as appropriate.

Response:
We respectfully advise the Staff that on October 13, 2024, the Board of Directors of the Company adopted a resolution to cancel the voting
structure of every 100 common shares representing one vote. Effective October 15, 2024, each common share represents one vote. Each ADS
is equal to one common share, and, accordingly, is entitled to one vote. We have revised our disclosures throughout the Amended Draft
Registration Statement accordingly.

*
* * * * * * * * * *

In
responding to your comments, the Company acknowledges that:

    ●
    the Company is responsible
    for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes
    to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert
    Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
    United States.

We
thank the Staff for its review of the foregoing. If you have further comments, please do not hesitate to forward them by electronic mail
to our counsel, Ying Li at yli@htflawyers.com or by telephone at 212-530-2206.

    Very truly yours,

    /s/ Hiroshi
    Furukawa

    Hiroshi Furukawa

    Chief Executive Officer of the Company

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC