SecProbe.io

CORRESP
 1
 filename1.htm

 June
26, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:

 Robert
 Littlepage

 Mariam
 Mansaray

 Mitchell
 Austin

 Re:
 Robot
 Consulting Co., Ltd.
 Registration
 Statement on Form F-1, as amended
 Initially
 Filed on February 12, 2025
 File
 No. 333-284875

 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 Robot Consulting Co., Ltd. that the effective date of the above-referenced Registration Statement be accelerated
so as to permit it to become effective at 4:30 p.m., Eastern Time, on June 30, 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,

 D.
 BORAL CAPITAL LLC

 By:

 /s/
 Philip Wiederlight

 Name:
 Philip
 Wiederlight

 Title:
 Chief
 Operating Officer

 [ Signature Page to Underwriter's Acceleration Request Letter ]

CORRESP
 1
 filename1.htm

 Robot
Consulting Co., Ltd.

 June
26, 2025

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, N.E.

 Washington,
DC 20549

 Attention:
 Robert
 Littlepage

 Mitchell
 Austin

 Larry
 Spirgel

 Re:
 Robot
 Consulting Co., Ltd.

 Registration
 Statement on Form F-1, as Amended

 Initially
 Filed on February 12, 2025

 File
 No. 333-284875

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Robot Consulting Co., Ltd.
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and
that the Registration Statement become effective at 4:30 p.m., Eastern Time, on June 30, 2025, or as soon thereafter as practicable.

 Very
 truly yours,

 Robot
 Consulting Co., Ltd.

 By:
 /s/
 Hidetoshi Yokoyama

 Name:
 Hidetoshi
 Yokoyama

 Title:
 Representative
 Director and Chairman

CORRESP
 1
 filename1.htm

 Robot
Consulting Co., Ltd.

 April
18, 2025

 Via
EDGAR

 Division
of Corporation Finance

 Office
of Technology

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C., 20549

 Attention:

 Robert Littlepage

 Mitchell
 Austin

 Larry
 Spirgel

 Re:
 Robot Consulting Co.,
 Ltd.

 Amendment
 No. 5 to Registration Statement on Form F-1

 Filed
 April 14, 2025

 File
 No. 333-284875

 Ladies
and Gentlemen:

 This
letter is in response to the letter dated April 17, 2025, from the staff (the "Staff") of the U.S. Securities and
Exchange Commission (the "Commission") addressed to Robot Consulting Co., Ltd. (the "Company," "we,"
"us," and "our"). For ease of reference, we have recited the Commission's comments in this response and
numbered them accordingly. An Amendment No. 6 to Registration Statement on Form F-1 (the "Amended Registration Statement")
is being filed to accompany this letter.

 Amendment
No. 5 to Registration Statement on Form F-1

 Exhibit
Index

 Consent
of Grassi & Co., CPAs, P.C., page II-4

 1.
Please have your auditor consent to the inclusion of their report in the most recently filed amendment to this registration statement.

 Response:
 In response to the Staff's comment, we have filed a revised consent letter as Exhibit 23.1 to the Amended Registration
Statement.

 2.
Please include in your Exhibit Index a reference to Exhibit 99.2, "Request for Waiver and Representation under Item 8.A.4 of Form
20-F."

 Response:
 In response to the Staff's comment, we have revised the Exhibit Index in the Amended Registration Statement to include
a reference to Exhibit 99.2, "Request for Waiver and Representation under Item 8.A.4 of Form 20-F."

 We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

 Very
truly yours,

 /s/
 Amit Takur

 Name:
 Amit Takur

 Title:
 Chief Executive Officer
 and Director

 cc:
 Ying Li, Esq.

 Hunter
 Taubman Fischer & Li LLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 17, 2025

Amit Takur
Chief Executive Officer
Robot Consulting Co., Ltd.
Le Graciel Building 2, 6th Floor
5-22-6 Shinbashi, Minato Ward
Tokyo, 105-0005, Japan

 Re: Robot Consulting Co., Ltd.
 Amendment No. 5 to Registration Statement on Form F-1
 Filed April 14, 2025
 File No. 333-284875
Dear Amit Takur:

 We have reviewed your amended registration statement and have the
following
comments.

 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.

Amendment No. 5 to Registration Statement on Form F-1
Exhibit Index
Consent of Grassi & Co., CPAs, P.C., page II-4

1. Please have your auditor consent to the inclusion of their report in the
most recently
 filed amendment to this registration statement.
2. Please include in your Exhibit Index a reference to Exhibit 99.2,
"Request for Waiver
 and Representation under Item 8.A.4 of Form 20-F."
 April 17, 2025
Page 2

 Please contact Robert Littlepage at 202-551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Mitchell Austin at
202-551-3574 or Larry Spirgel at 202-551-3815 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Ying Li
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Robot
Consulting Co., Ltd.

 March
28, 2025

 Via
EDGAR

 Division
of Corporation Finance

 Office
of Technology

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C., 20549

 Attention:

 Robert
 Littlepage

 Mitchell
 Austin

 Jan
 Woo

 Re:
 Robot
 Consulting Co., Ltd.

 Amendment
 No. 2 to Registration Statement on Form F-1

 Filed
 March 26, 2025

 File
 No. 333-284875

 Ladies
and Gentlemen:

 This
letter is in response to the letter dated March 28, 2025, from the staff (the "Staff") of the U.S. Securities and Exchange
Commission (the "Commission") addressed to Robot Consulting Co., Ltd. (the "Company," "we," "us,"
and "our"). For ease of reference, we have recited the Commission's comments in this response and numbered them accordingly.
An Amendment No. 3 to Registration Statement on Form F-1 (the "Amended Registration Statement") is being filed to accompany
this letter.

 Amendment
No. 2 to Registration Statement on Form F-1

 Exhibit
Index

 Consent
of Grassi & Co., CPAs, P.C., page II-4

 1.
Please have your auditor consent to the use of their report dated September 11, 2024, except for Note 11, Note 17 and Note 20, as to
which the date is February 12, 2025.

 Response:
 In response to the Staff's comment, we have filed a revised consent letter as Exhibit 23.1 to the Amended Registration Statement.

 We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

 Very
truly yours,

 /s/
 Amit Takur

 Name:

 Amit
 Takur

 Title:

 Chief
 Executive Officer and Director

 cc:
 Ying
 Li, Esq.

 Hunter
 Taubman Fischer & Li LLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 28, 2025

Amit Takur
Chief Executive Officer
Robot Consulting Co., Ltd.
Le Graciel Building 2, 6th Floor
5-22-6 Shinbashi, Minato Ward
Tokyo, 105-0005, Japan

 Re: Robot Consulting Co., Ltd.
 Amendment No. 2 to Registration Statement on Form F-1
 Filed March 26, 2025
 File No. 333-284875
Dear Amit Takur:

 We have reviewed your amended registration statement and have the
following
comment.

 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.

Amendment No. 2 to Registration Statement on Form F-1
Exhibit Index
Consent of Grassi & Co., CPAs, P.C., page II-4

1. Please have your auditor consent to the use of their report dated
September 11, 2024,
 except for Note 11, Note 17 and Note 20, as to which the date is
February 12, 2025.
 March 28, 2025
Page 2

 Please contact Robert Littlepage at 202-551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Mitchell Austin at
202-551-3574 or Jan Woo at 202-551-3453 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Ying Li
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Robot Consulting Co., Ltd.

 March
26, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Technology

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:

 Robert
 Littlepage

 Mariam
 Mansaray

 Mitchell
 Austin

 Re:
 Robot
 Consulting Co., Ltd.

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

 Filed
 March 19, 2025

 File
 No. 333-284875

 Ladies
and Gentlemen:

 This
letter is in response to the letter dated March 25, 2025, from the staff (the "Staff") of the U.S. Securities and
Exchange Commission (the "Commission") addressed to Robot Consulting Co., Ltd. (the "Company," "we,"
"us," and "our"). For ease of reference, we have recited the Commission's comments in this response and
numbered them accordingly. An Amendment No. 2 to Registration Statement on Form F-1 (the "Amended Registration Statement")
is being filed to accompany this letter.

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

 Management,
page 66

 1.
We note your disclosure on pages 68 and 69 where you state that your board consists of eight directors. However, in your management section
on page 66 you only identify six directors. Please
revise to reconcile this discrepancy or advise. Additionally, the signature section on page II-5 provides the signature
of four directors. Instruction 1 to Signatures of Form F-1 requires a registration statement be signed by at least a majority of
the board of directors or persons performing similar functions. Ensure at least a majority of the board of directors signs the registration
statement.

 Response:
 In response to the Staff's comment, we have revised the disclosure on pages 68 and 69 of the Amended Registration Statement
to clarify that the Company's board of directors consists of six directors. We also confirm that at least a majority
of the board of directors has signed the registration statement.

 We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

 Very
truly yours,

 /s/
 Amit Takur

 Name:
 Amit Takur

 Title:
 Chief Executive Officer
 and Director

 cc:
 Ying Li, Esq.

 Hunter
 Taubman Fischer & Li LLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 25, 2025

Amit Takur
Chief Executive Officer
Robot Consulting Co., Ltd.
Le Graciel Building 2, 6th Floor
5-22-6 Shinbashi, Minato Ward
Tokyo, 105-0005, Japan

 Re: Robot Consulting Co., Ltd.
 Amendment No. 1 to Registration Statement on Form F-1
 Filed March 19, 2025
 File No. 333-284875
Dear Amit Takur:

 We have reviewed your amended registration statement and have the
following
comment.

 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.

Amendment No. 1 to Registration Statement on Form F-1
Management, page 66

1. We note your disclosure on pages 68 and 69 where you state that your
board consists
 of eight directors. However, in your management section on page 66 you
only identify
 six directors. Please revise to reconcile this discrepancy or advise.
Additionally, the
 signature section on page II-5 provides the signature of four directors.
Instruction 1 to
 Signatures of Form F-1 requires a registration statement be signed by at
least a
 majority of the board of directors or persons performing similar
functions. Ensure at
 least a majority of the board of directors signs the registration
statement.
 March 25, 2025
Page 2

 Please contact Robert Littlepage at 202-551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Mariam
Mansaray
at 202-551-6356 or Mitchell Austin at 202-551-3574 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Ying Li
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Robot Consulting Co., Ltd.

 March
19, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Technology

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:

 Claire
 DeLabar

 Robert
 Littlepage

 Mariam
 Mansaray

 Mitchell
 Austin

 Re:
 Robot
 Consulting Co., Ltd.

 Registration
 Statement on Form F-1

 Filed
 February 12, 2025

 File
 No. 333-284875

 Ladies and Gentlemen:

 This
letter is in response to the letter dated February 26, 2025, from the staff (the "Staff") of the U.S. Securities and Exchange
Commission (the "Commission") addressed to Robot Consulting Co., Ltd. (the "Company," "we," "us,"
and "our"). For ease of reference, we have recited the Commission's comments in this response and numbered them accordingly.
An amended Registration Statement on Form F-1 (the "Amended Registration Statement") is being filed to accompany this letter.

 Registration Statement on Form F-1

 Cover Page

 1. Please revise the cover page to disclose the size of the underwriters' over-allotment option.

 Response: In response to the Staff's comment, we have revised cover page of the Amended Registration Statement to include the size of the
underwriters' over-allotment option.

 Dilution, page 37

 2.
Please revise to state that you have a net tangible deficit rather than net tangible book value for the period presented.

 Response:
In response to the Staff's comment, we have revised page 37 of the Amended Registration Statement to include the net tangible
deficit, instead of the net tangible book value, for the period presented.

 We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

 Very truly yours,

 /s/
 Amit Takur

 Name:

 Amit
 Takur

 Title:

 Chief
 Executive Officer and Director

 cc:
 Ying
 Li, Esq.

 Hunter
 Taubman Fischer & Li LLC

February 26, 2025
Amit Takur
Chief Executive Officer
Robot Consulting Co., Ltd.
Le Graciel Building 2, 6th Floor
5-22-6 Shinbashi, Minato Ward
Tokyo, 105-0005, Japan
Re:Robot Consulting Co., Ltd.
Registration Statement on Form F-1
Filed February 12, 2025
File No. 333-284875
Dear Amit Takur:
            We have reviewed your registration statement and have the following comments.
            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.
Registration Statement on Form F-1
Cover Page
1.Please revise the cover page to disclose the size of the underwriters' over-allotment
option.
Dilution, page 37
2.Please revise to state that you have a net tangible deficit rather than net tangible book
value for the period presented.

February 26, 2025
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361
if you have questions regarding comments on the financial statements and related
matters. Please contact Mariam Mansaray at 202-551-6356 or Mitchell Austin at 202-551-
3574 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Ying Li

October 31, 2024
Amit Takur
Chief Executive Officer
Robot Consulting Co., Ltd.
Le Graciel Building 2, 6th Floor
5-22-6 Shinbashi, Minato Ward
Tokyo, 105-0005, Japan
Re:Robot Consulting Co., Ltd.
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted October 18, 2024
CIK No. 0002007599
Dear Amit Takur:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 3 to Draft Registration Statement on Form F-1
Financial Statements
Note 20. Subsequent Events, page F-19
1.Refer to the ShareWis purchase in June 2024 disclosed on page 55. If material, please
expand the subsequent events disclosure to include a description of this purchase,
including the amount of the purchase and the terms of the agreement.

October 31, 2024
Page 2
Exhibits
2.On page 55, you discuss your agreement with ShareWis Co., Ltd.
Please file the agreement with ShareWis or tell us why you believe this is not
required. Consider Item 601(b)(10) of Regulation S-K.
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361
if you have questions regarding comments on the financial statements and related
matters. Please contact Mariam Mansaray at 202-551-6356 or Mitchell Austin at 202-551-
3574 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Yung Li

October 7, 2024
Amit Takur
Chief Executive Officer
Robot Consulting Co., Ltd.
Le Graciel Building 2, 6th Floor
5-22-6 Shinbashi, Minato Ward
Tokyo, 105-0005, Japan
Re:Robot Consulting Co., Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted September 11, 2024
CIK No. 0002007599
Dear Amit Takur:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
Prospectus Summary, page 1
We note that you ceased providing IT system installation subsidy application
consulting and support services, e-commerce store set-up services, advertising
services, and outsourcing services, in order to focus your efforts on the expansion of
sales of your Labor Robot, e-learning services, and software installation services. We
also note your statement that the revenue from your products and services, excluding
the sales of Labor Robot, accounted for 89.16% and 81.48% of your total revenue
during the fiscal years ended March 31, 2024, and 2023, respectively. It is unclear
whether this non-Labor Robot revenue percentage represents the percentage of 1.

October 7, 2024
Page 2
revenue accounted for by all of the products and services you are no longer offering.
Accordingly, please revise here to more clearly state the percentage of revenue
accounted for by your ceased products and services for each financial statement
period included in your registration statement, as well the percentage of revenue
accounted for by the products and services you are continuing to offer.
Dilution, page 37
2.We note you disclose your net tangible book value as of March 31, 2024 was negative
$785 thousand. Please provide us with a computation of the net tangible book value.
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361
if you have questions regarding comments on the financial statements and related
matters. Please contact Mariam Mansaray at 202-551-5176 or Mitchell Austin at 202-551-
3574 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Yung Li

United States securities and exchange commission logo
June 4, 2024
Amit Takur
Chief Executive Officer
Robot Consulting Co., Ltd.
Le Graciel Building 2, 6th Floor
5-22-6 Shinbashi, Minato Ward
Tokyo, 105-0005, Japan
Re:Robot Consulting Co., Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted May 20, 2024
CIK No. 0002007599
Dear Amit Takur:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.Disclosure on page 1 states that one of Lawyer Robot's main functions, legal precedent
research, integrates AI. On page 53, you state that it is your strategic decision not to
incorporate AI technology in Lawyer Robot. Please revise to reconcile these apparent
inconsistencies.
Financial Statements - September 30, 2023 and 2022
Note 14. Subsequent Events, page F-16
2.We note that the stock options granted on February 7, 2024 are not exercisable until the
date of listing of your shares on any domestic or foreign financial instruments
exchange. However, since the compensation expense to be recognized at the time of the

 FirstName LastNameAmit Takur
 Comapany NameRobot Consulting Co., Ltd.
 June 4, 2024 Page 2
 FirstName LastName
Amit Takur
Robot Consulting Co., Ltd.
June 4, 2024
Page 2
listing is based on the grant date fair value, i.e. the fair value of the options on February 7,
2024, please disclose the methodology used to determine the fair value of the options on
February 7, 2024 and the amount of unrecognized stock compensation expense as of
February 7, 2024.
Financial Statements - March 31, 2023 and 2022
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-23
3.We note that you state there are no performance obligations after the product key is
provided. With a view towards clarifying disclosure, tell us whether or not the customers
have the choice at any time over the software license period to download and run the
product on their own equipment instead of utilizing cloud-based software that you host. If
the customer cannot run the product on their system and is required to utilize your cloud-
based service, it appears that the cloud-based hosting you provide is not a distinct
obligation pursuant to ASC 606-10-25-22 because the customer cannot use the product
without the hosting. Therefore, the hosting should be combined with the software and the
bundle treated as a single performance obligation and revenues should be recognized over
the software license period for the software and hosting performance obligation
bundle. Please revise the accounting policy disclosure here and in the interim financial
statements accordingly.
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Mariam Mansaray at 202-551-6356 or Mitchell Austin at 202-551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yung Li

United States securities and exchange commission logo
May 2, 2024
Amit Takur
Chief Executive Officer
Robot Consulting Co., Ltd.
Le Graciel Building 2, 6th Floor
5-22-6 Shinbashi, Minato Ward
Tokyo, 105-0005, Japan
Re:Robot Consulting Co., Ltd.
Draft Registration Statement on Form F-1
Submitted April 5, 2024
CIK No. 0002007599
Dear Amit Takur:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.You reference the metaverse here and throughout your prospectus. Please include your
definition of metaverse upon its first use and include a detailed discussion of how
your platform operates and interacts with the metaverse.
2.You state here and elsewhere that your products and services integrate artificial
intelligence. Please revise, where appropriate, to clarify which products or services
incorporate AI technology, the stage of development of these products or services and
whether the AI algorithms are your own or third-party AI algorithms.

 FirstName LastNameAmit Takur
 Comapany NameRobot Consulting Co., Ltd.
 May 2, 2024 Page 2
 FirstName LastName
Amit Takur
Robot Consulting Co., Ltd.
May 2, 2024
Page 2
Risk Factors
Risks Related to Our Business and Industry, page 9
3.With respect to your use of artificial intelligence technologies, please update your risk
factors to reflect any material risks relating to the incorporation of AI technologies in your
products or services, including risks related to the use of any third-party or open source AI
technologies.
If our security measures are breached or unauthorized access to user data is otherwise obtained,
Labor Robot may be perceived..., page 11
4.On page 11, you state you have security measures in place to protect user information and
prevent data loss and other security breaches. On page 12, you state that since the cloud
server is located at your cloud storage service provider’s facilities, you fully rely on the
provider’s service support to maintain the server and its infrastructure, including
cybersecurity protection. In light of the aforementioned disclosures, please revise your
disclosure to clarify the extent and nature of the role of the board of directors in
overseeing cybersecurity risks, including in connection with the company’s supply chain,
suppliers, and/or service providers.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
38
5.You disclose your total number of "Labor Robot users." Please revise to include a
definition of this term upon its first use. Ensure you disclose this metric for each financial
statement period included in your registration statement.
6.You disclose that you have a distribution agreement with Nac pursuant to which you
receive 7% of the total sales price (including tax) of Labor Robot. You note that you
obtained 75 and 209 new Labor Robot users through your distribution agreement with Nac
in the six months ended September 30, 2023 and the fiscal year ended March 31, 2023,
respectively, and that revenue obtained from Nac accounted for 14.7% of the total revenue
in the six months ended September 30, 2023. To better understand how these Labor Robot
users derived from your distribution agreement with Nac impact your revenue, please
revise to: (1) discuss whether the amount of revenue per user from users derived from this
distribution agreement differs materially from revenue per user from users acquired via
different channels (2) disclose the total number of Labor Robot users derived from your
distribution agreement with Nac for each financial statement period; and (3) disclose the
percentage of your total revenue these users accounted for in each financial statement
period.

Research and Development, page 58
7.You disclose here that Robot Consulting entered into a development agreement with

 FirstName LastNameAmit Takur
 Comapany NameRobot Consulting Co., Ltd.
 May 2, 2024 Page 3
 FirstName LastName
Amit Takur
Robot Consulting Co., Ltd.
May 2, 2024
Page 3
Argyle Inc., which provided it with chatbot API for Robot Lawyer to connect its Robot
Lawyer system with ChatGPT. Please file the agreement as an exhibit to the registration
statement. See Item 601(b)(10) of Regulation S-K.
Market Opportunity, page 66
8.You reference here an online questionnaire survey conducted by MM Research Institute, a
third-party information and communication technology (ICT) market research consulting
firm based in Tokyo, Japan. Please amend your disclosure to clarify whether you
commissioned the survey referenced in this section. If so, please file the consent of MM
Research Institute as an exhibit to your registration statement or tell us why you believe
you are not required to do so. See Section 7 and Rule 436 of the Securities Act.
Financial Statements - September 30, 2023 and 2022
Note 14. Subsequent Events, page F-16
9.We note that on February 7, 2024 stock options to purchase 378,000 ordinary shares were
granted to directors, employees and consultants. Please expand the disclosure to include
the amount of unrecognized stock compensation expense related to this stock option
issuance and how the fair value was determined on the date of grant. Please expand the
disclosure on page F-34 accordingly.
Financial Statements - March 31, 2023 and 2022
Report of Independent Registered Public Accounting Firm, page F-17
10.We note that your auditor, Grassi & Co., CPAs, P.C. is based in Jericho, New York. We
also note you operate primarily within Japan. Please have your auditor tell us the extent to
which they relied upon another accounting firm in their audits of fiscal 2022 and 2023.
Have them explain the basis for their belief that they are the principal auditor. Also tell us
if another auditor had a substantial role in the audits. Refer to the guidance in Rule 2-05 of
Regulation S-X and the definition of  "substantial role” threshold defined in PCAOB Rule
1001(p)(ii) in the audit of the issuer. If Grassi & Co., CPAs, P.C. utilized the work of
another auditor which had a substantial role in the audit, the other auditor must register
with the PCAOB if it meets the “substantial role” threshold defined in PCAOB Rule
1001(p)(ii) in the audit of the issuer, regardless of whether Grassi & Co., CPAs, P.C. has
determined that they were the principal auditor or refers to the work of the other auditor.
Balance Sheets, page F-18
11.We note that the balance of Other Payables of $149,468 as of March 31, 2023 is material
to total current liabilities. Please describe in a note the nature of current liabilities in
excess of 5% of current liabilities pursuant to Rule 5-02 of Regulation S-X. Please
similarly revise the interim financial statements.

 FirstName LastNameAmit Takur
 Comapany NameRobot Consulting Co., Ltd.
 May 2, 2024 Page 4
 FirstName LastName
Amit Takur
Robot Consulting Co., Ltd.
May 2, 2024
Page 4
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-23
12.We note that your platform, Labor Robot, is a cloud-based human resource management
system launched in September 2022. Please expand the accounting policy for Software
sales to address continuing performance obligations such as providing access to the cloud,
updates or maintenance after the product keys are provided to customers. Please also
expand the disclosure on page F-7 accordingly,  See ASC 606-10-50-12 for guidance.
Cost of Revenue, page F-26
13.We note in your Overview on page 1 that your platform, Labor Robot, is a cloud-based
human resource management systems launched in September 2022. Please expand the
accounting policy for Cost of Revenue to address your ongoing costs regarding access to
your platform in the cloud and revise the disclosure of disaggregation of cost of revenue in
Note 12 on page F-33 to separately disclose these costs. Please also revise the disclosure
on pages F-10 and F-15 accordingly.
Research and Development Costs, page F-26
14.We note on page 63 that in July 2023, you entered into an agreement with CJK Group to
pay a fee of $300,000 and profit share with CJK Group in all gross revenue earned from
the product in perpetuity. Please expand the accounting policy disclosure to address the
terms of this agreement, your recognition of the costs paid to CJK for the Junior Lawyer X
development, including the status of funding your $300,000 commitment, accounting for
expenses incurred during the periods presented and the status of prepayments of R&D
expense, if material.
General
15.Where appropriate, please include a discussion regarding the current state
of artificial intelligence regulation within the United States and your other potential
markets, the potential for new laws or rules to materially impact the company and whether
these risks were included in your discussions and analysis of your growth strategies
projections and valuation.
16.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of those
communications.

 FirstName LastNameAmit Takur
 Comapany NameRobot Consulting Co., Ltd.
 May 2, 2024 Page 5
 FirstName LastName
Amit Takur
Robot Consulting Co., Ltd.
May 2, 2024
Page 5
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Mariam Mansaray at 202-551-6356 or Mitchell Austin at 202-551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yung Li