SecProbe.io

CORRESP
1
filename1.htm

PicoCELA
Inc.

December
9, 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. 2
    to Registration Statement on Form F-1

    Filed on November
    27, 2024

    File No. 333-282931

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 December 6, 2024, regarding its Amendment No. 2 to Registration Statement on Form F-1 filed on November 27, 2024. For ease of reference,
we have repeated the Commission’s comments in this response letter and numbered them accordingly. An amended Registration Statement
on Form F-1 (“Amended Registration Statement”) is being filed to accompany this response letter.

Amendment
to Form F-1 filed November 27, 2024

Exhibits

1.
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 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.

    Response:
    In response to the Staff’s comment, we have filed a revised legal opinion as Exhibit 5.1 to the Amended Registration Statement.
    The revised legal opinion additionally covers the resale shares and removes the assumption and limitation identified.

*
* * * * * * * * * *

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