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CORRESP Filing

PicoCELA Inc.
Date: May 20, 2025 · CIK: 0002018462 · Accession: 0001641172-25-011758

Offering / Registration Process

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Reasoning

Date
May 20, 2025
Author
SECURITIES LLC
Form
CORRESP
Company
PicoCELA Inc.

Letter

May 20, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

F Street, N.E.

Washington, D.C. 20549

Attention: Eranga Dias

Re: PicoCELA Inc.

Registration Statement on Form F-1, as amended

File No. 333- 285764

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of PicoCELA Inc. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m., Eastern Time, on May 22, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Hunter Taubman Fischer & Li LLC, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[ Signature Page Follows ]

Very
truly yours,
REVERE
SECURITIES LLC

Show Raw Text
CORRESP
 1
 filename1.htm

 May
20, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 Eranga
Dias

 Re:
 PicoCELA
 Inc.

 Registration
 Statement on Form F-1, as amended

 File
 No. 333- 285764

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), the undersigned
hereby joins in the request of PicoCELA Inc. that the effective date of the above-referenced Registration Statement be accelerated so
as to permit it to become effective at 4:00 p.m., Eastern Time, on May 22, 2025, or as soon thereafter as practicable, or at such
other time as the Company or its outside counsel, Hunter Taubman Fischer & Li LLC, request by telephone that such Registration Statement
be declared effective.

 Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended,
please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution
of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

 The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

 *
* *

 [ Signature
Page Follows ]

 Very
 truly yours,

 REVERE
 SECURITIES LLC

 By:
 /s/
Dajiang Guo

 Name:
 Dajiang
 Guo

 Title:
 CEO,
 Head of Investment Banking

 [Signature
Page to Placement Agent's Acceleration Request Letter]