SecProbe.io

CORRESP
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 filename1.htm

 September 19, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, DC 20549

 Attn:
 Eddie Kim

 Re:
 Medirom Healthcare Technologies Inc.

 Registration Statement on Form F-3 (File No. 333-290161)

 Dear Mr. Kim:

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Medirom Healthcare Technologies Inc. (the "Company") hereby requests that the
effectiveness of the above-referenced Registration Statement on Form F-3 (the "F-3 Registration Statement") be accelerated
to, and that the F-3 Registration Statement become effective at, 5:30 p.m., Eastern Time on September 22, 2025, or as soon thereafter
as practicable. Once the F-3 Registration Statement has been declared effective, please orally confirm that event with our counsel, John
Stapleton of Loeb & Loeb LLP, by calling Mr. Stapleton at 312-464-3380.

 [ Signature page follows ]

 Very truly yours,

 MEDIROM Healthcare Technologies Inc.

 By:
 /s/ Kouji Eguchi

 Name:
 Kouji Eguchi

 Title:
 Chief Executive Officer

 cc:
 Fumitoshi Fujiwara, Chief Financial Officer, Medirom Healthcare Technologies Inc.

 Rumiko Yoneyama, Legal Manager, Medirom Healthcare Technologies Inc.

 Mitchell S. Nussbaum, Loeb & Loeb LLP

 John A. Stapleton, Loeb & Loeb LLP

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

Kouji Eguchi
Chief Executive Officer
Medirom Healthcare Technologies Inc.
2-3-1 Daiba, Minato-ku
Tokyo 135-0091, Japan

 Re: Medirom Healthcare Technologies Inc.
 Registration Statement on Form F-3
 Filed September 10, 2025
 File No. 333-290161
Dear Kouji Eguchi:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Eddie Kim at 202-551-8713 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: John Stapleton
</TEXT>
</DOCUMENT>

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December 9, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Scott Anderegg

    Dietrich King

    Re:
    Medirom Healthcare Technologies Inc.

    Registration Statement on Form F-1 (File No. 333-281771)

Dear Mr. Anderegg and Mr. King:

Pursuant to Rule 461
of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Medirom Healthcare Technologies
Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1
(the “F-1 Registration Statement”) be accelerated to, and that the F-1 Registration Statement become effective at, 5:30 p.m.,
Eastern Time on December 9, 2024, or as soon thereafter as practicable. Once the F-1 Registration Statement has been declared effective,
please orally confirm that event with our counsel, Kenji Taneda of Skadden, Arps, Slate, Meagher & Flom LLP, by calling Mr. Taneda
at +81-3-3568-2640.

If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the F-1 Registration Statement in accordance with Rule 461 of Regulation
C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden,
Arps, Slate, Meagher & Flom LLP.

The Company understands that
the representative of the underwriters, on behalf of the prospective underwriters of the offering, has joined in this request in a separate
letter filed with the Securities and Exchange Commission today.

[Signature page follows]

    Very truly yours,

    MEDIROM
    Healthcare Technologies Inc.

    By:
    /s/ Kouji
    Eguchi

    Name:
    Kouji
    Eguchi

    Title:
    Chief Executive
    Officer

  cc:
  Fumitoshi Fujiwara, Chief Financial Officer, Medirom Healthcare Technologies Inc.

  Rumiko Yoneyama, Legal Manager, Medirom Healthcare Technologies Inc.

  Kenji Taneda, Skadden, Arps, Slate, Meagher & Flom LLP

  Andrew J. Brady, Skadden, Arps, Slate, Meagher & Flom LLP

  Mitchell S. Nussbaum, Loeb & Loeb LLP

  Norwood P. Beveridge, Loeb & Loeb LLP

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December 9, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE: Medirom Healthcare Technologies Inc. (“Company”)

Registration Statement on Form F-1

(File No. 333-281771) (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of
the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity
LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of the above-captioned
Registration Statement be accelerated so as to permit it to become effective on Monday, December 9, 2024, at 5:30 p.m., ET, or as
soon thereafter as practicable.

Pursuant to Rule 460 of
the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the
several underwriters, wish to advise you that, through December 9, 2024, we distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of
the Preliminary Prospectus dated December 4, 2024, as appears to be reasonable to secure adequate distribution of the preliminary
prospectus. We have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of
1934, as amended.

    Very truly yours,

    THINKEQUITY LLC

    By:
    /s/ Eric Lord

    Name: Eric Lord

    Title: Head of Investment Banking

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 Skadden,
                            Arps, Slate, Meagher & Flom llp

  One Manhattan West FIRM/AFFILIATE

  New York,
               NY 10001 OFFICES

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  TEL: (212) 735-3000 BOSTON

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  www.skadden.com HOUSTON

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    MUNICH

    PARIS

    SÃO PAULO

    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Scott Anderegg

    Dietrich King

Re: Medirom Healthcare Technologies Inc.

  Registration Statement on Form F-1
(File No. 333-281771)

On behalf of Medirom Healthcare
Technologies Inc. (the “Company”), we hereby provide a response to the comment received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated September 10, 2024 (the “Comment Letter”)
with respect to the above-referenced Registration Statement on Form F-1 filed with the Commission on August 23, 2024 (the “Registration
Statement”).

To
facilitate the Staff’s review, we have reproduced the text of the Staff’s comment in bold and italics below, followed by the
response. The response and information described below are based upon information provided to us by the Company. Capitalized terms
used but not defined herein have the meanings given to them in the Registration Statement. All references to page numbers and captions
(other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in the Registration
Statement.

Registration Statement on Form F-1

Planned
Acquisition of JGMC, page 60

We
note your disclosure stating that, on June 30, 2024, you entered into a share transfer agreement to acquire 70.0% of the shares Japan
Gene Medicine Corporation (JGMC). Please tell us your consideration of including financial statements of JGMC, according to the guidance
in Rule 3-05 of Regulation S-X, and pro forma financial statements, according to the guidance in Article 11
of Regulation S-X, in your filing.

The
Company respectfully acknowledges the Staff’s comment. In addition to the share transfer agreement to acquire 70.0% of the shares
of Japan Gene Medicine Corporation, a Japanese joint-stock corporation (“JGMC”), that the Company entered into in June 2024
(the “JGMC Acquisition”), the Company also entered into a business transfer agreement to acquire certain rehabilitation
business assets from Y’s, Inc., a Japanese joint-stock corporation (“Y’s”), in July 2024 (such transaction,
the “Y’s Acquisition”). The Company determined, in consultation with legal counsel, that the Y’s Acquisition was
not material to the Company’s business, results of operations, or financial condition and accordingly did not include a description
of the Y’s Acquisition in the Registration Statement. However, in accordance with Rule 3-05 and Article 11 of Regulation
S-X, the Company did include the Y’s Acquisition in its significance analysis in connection with the JGMC Acquisition. On September 10,
2024, the Company entered into an amended business transfer agreement with respect to the Y’s Acquisition pursuant to which the
acquisition price was reduced from JPY 55,000 thousand to JPY 20,882 thousand, among other changes material to the business transfer agreement.
The terms of such amended agreement were used for the significance analysis. As of the date of this response letter, neither the JGMC
Acquisition nor the Y’s Acquisition has been consummated.

We
respectfully submit that financial statements and pro forma financial information with respect to JGMC are not required under Rule 3-05
and Article 11 of Regulation S-X. The Company undertook the requisite significance analysis by aggregating the contemplated JGMC
Acquisition and the contemplated Y’s Acquisition (whose individual significance is each below the 50% significance threshold), and
determined that those individually insignificant acquisitions did not exceed the 50% significance threshold on an aggregate basis with
respect to each of the “investment test,” the “asset test” and the “income test.” The results of each
test are summarized below:

    Entity
    Investment (%)
    Assets (%)
    NIBT (%) [A]
    Revenue (%)

 [B]
    Income Test

 Result (Lower

 of [A] or [B])

    JGMC
      48.7 %
      3.7 %
      247.1 %
      9.2 %
      9.2 %

    Y’s
      0.5 %
      1.9 %
      204.1 %
      6.7 %
      6.7 %

    Aggregate
      49.2 %
      5.6 %
      451.2 %
      15.9 %
      15.9 %

With respect to each of the
JGMC Acquisition and the Y’s Acquisition, the asset test and the income test have been calculated using financial statements of
JGMC and Y’s, respectively, prepared in accordance with Japanese generally accepted accounting principles (“J-GAAP”).
The Company does not have available the relevant financial information prepared in accordance with U.S. generally accepted accounting
principles (“U.S. GAAP”) to use in the calculation of the asset test and income test. However, the Company does not believe
that the differences between U.S. GAAP and J-GAAP would cause such tests to exceed the 50% threshold.

    2

With respect to the JGMC Acquisition,
the Company performed a comparative U.S. GAAP and J-GAAP analysis and determined that under U.S. GAAP, JGMC would recognize certain right
of use assets and certain lease liabilities associated with JGMC’s lease contracts for its gene testing facility that are not
recognized under J-GAAP. In addition, under J-GAAP, Japanese consumption tax (a/k/a value-added tax) has been included in JGMC’s
assets, accumulated depreciation, liabilities, revenue and expenses, which would be excluded from each line of assets and liabilities
and recognized separately under U.S. GAAP. However, the Company concluded that these changes in recognition would not impact the results
of the significance test, as the impact of the additional assets and liabilities that would be recognized in connection with JGMC’s
lease contracts under U.S. GAAP would be limited to just one facility for gene testing that JGMC leased as of May 31, 2024,
and eliminating the impact of consumption tax from JGMC’s assets would decrease JGMC’s assets. In addition, the Company
determined that there would be downward adjustments in the recognition of JGMC’s revenues, costs of revenues and expenses under
U.S. GAAP, which adjustments primarily consist of exclusion of consumption tax received from its customers or consumption tax paid
to its suppliers that would be excluded from revenue or expenses. Moreover, the difference between the depreciation methods between U.S.
GAAP and J-GAAP would lead to increased recognition of depreciation expenses. Accordingly, the Company concluded that the application
of U.S. GAAP would result in lower level of significance both in terms of revenue and net income before taxes.

With
respect to the Y’s Acquisition, the Company performed a comparative U.S. GAAP and J-GAAP analysis and determined that under U.S.
GAAP, Y’s would recognize certain right of use assets and certain lease liabilities associated with Y’s lease contracts for
its rehabilitation facilities that are not recognized under J-GAAP. However, the Company concluded that this change in recognition, along
with the other changes described herein, is not significant enough to cause the asset test to exceed the 50% threshold individually
or in the aggregate. In addition, the Company determined that there would not be a significant adjustment in the recognition of Y’s
revenues, which primarily consist of upfront lump-sum payments that are amortized over the relevant service period under both U.S. GAAP
and J-GAAP.

There were no intercompany
transactions between either of the Company or JGMC on the one hand and Y’s on the other during the periods used for the significance
test. There was an intercompany transaction between the Company and JGMC—a sale of an asset and subsequent repurchase during the
same period—that did not affect total assets or revenue, and had an immaterial effect on net income before taxes (which, as described
below, is disregarded for the purposes of the significance test).

Investment test

Under
the investment test, the Company compared the fair value of its investment JGMC with the aggregate worldwide market value of the Company’s
common equity during the applicable period. Because the Company’s reporting currency is JPY and the consideration to be paid
for the JGMC Acquisition is a fixed JPY amount, the Company used the acquisition price of JPY 2,000,000 thousand as the numerator for
the investment test. The share transfer agreement was signed on June 30, 2024 and announced after that date, so the Company calculated
the denominator using the average price of the Company’s American Depositary Shares (“ADSs”) on Nasdaq during the last
five trading days of the prior month, May 2024. Because the Company’s ADSs are listed on Nasdaq and traded in USD, while the
Company’s reporting currency is, and the acquisition price is denominated in, JPY, the Company converted such USD market values
to JPY using the exchange rates from the applicable last five trading days of May.

    3

The
investment test for the JGMC Acquisition resulted in a significance level of 48.7%, based on the Company’s investment of
JPY 2,000,000 thousand and the Company’s May-end aggregate worldwide common equity market value of JPY 4,110,221 thousand.

Similarly, because the consideration
payable by the Company under the Y’s, Inc. business transfer agreement is a fixed JPY amount, the numerator in the investment
test calculation for the Y’s Acquisition is the acquisition price of JPY 20,882 thousand. The Y’s Acquisition agreement was
substantially amended, including with respect to the acquisition price, on September 10, 2024. Accordingly, the Company calculated
the denominator using the average price of the Company’s ADSs on Nasdaq during the last five trading days of the prior month, August 2024.
The Company then converted the USD market values to JPY using the exchange rates from such last five trading days of August 2024.

The
investment test for the Y’s Acquisition resulted in a significance level of 0.5%, based on the Company’s investment
of JPY 20,882 thousand and the Company’s August-end aggregate worldwide common equity market value of JPY 4,060,664 thousand.

Accordingly,
in the Company’s analysis, the aggregate significance level of the JGMC Acquisition and the Y’s Acquisition under the
investment test was 49.2%.

Asset test

Under
the asset test, the Company compared the aggregate proportionate interest (70.0%) in JGMC’s total assets to be acquired under the
share transfer agreement with the Company’s total consolidated assets as of December 31, 2023, the end of the Company’s
most recent pre-acquisition financial year. The total assets of JGMC were measured using JGMC’s balance sheet as of May 31,
2024, the end of the most recent pre-acquisition financial year. The asset test resulted in a significance level of 3.7%, based
on the acquisition of 70.0% of JGMC’s total assets of JPY 364,644 thousand and the Company’s total assets of JPY 6,849,189
thousand.

In
addition, under the asset test, the Company compared the total assets of Y’s with the Company’s total consolidated assets
as of December 31, 2023, the end of the Company’s most recent pre-acquisition financial year. The total assets of Y’s
were measured using the Y’s balance sheet as of March 31, 2024, the end of the most recent pre-acquisition financial year.
The asset test resulted in a significance level of 1.9%, based on Y’s total assets of JPY 129,758 thousand and the Company’s
total assets of JPY 6,849,189 thousand.

Accordingly,
the aggregate significance level of the JGMC Acquisition and the Y’s Acquisition under the asset test was 5.6%.

Income test

The
Company performed the income test with respect to the JGMC Acquisition by comparing 70.0% (the proportionate share to be acquired) of
JGMC net income before taxes and revenue for the fiscal year ended May 31, 2024, with the Company’s consolidated net income
before taxes and revenue, respectively, for the fiscal year ended December 31, 2023. The net income before taxes component
of the test resulted in a significance level of 247.1%, based on 70.0% of JGMC’s net income before taxes of JPY 72,784 thousand
and the Company’s consolidated net income before taxes of JPY 20,622 thousand. The revenue component of the test resulted in a significance
level of 9.2%, based on 70.0% of JGMC’s revenue of JPY 898,730 thousand and the Company’s consolidated revenue of 6,827,943
thousand. The Company used the result of the revenue component as the significance for the income test with respect to the JGMC Acquisition.

    4

The Company performed the
income test with respect to the Y’s Acquisition by comparing Y’s net income before taxes and revenue for the fiscal year ended
March 31, 2024, with the Company’s consolidated net income before taxes and revenue, respectively, for the fiscal year ended
December 31, 2023. The net income before taxes component of the test resulted in a significance level of 204.1%, based on Y’s
net loss before taxes of JPY 42,094 thousand and the Company’s consolidated net income before taxes of JPY 20,622 thousand. The
revenue component of the test resulted in a significance level of 6.7%, based on Y’s revenue of JPY 456,439 thousand and the Company’s
consolidated revenue of 6,827,943 thousand. The Company used the result of the revenue component as the significance for the income test
with respect to the Y’s Acquisition.

Accordingly, the aggregate
significance level of the JGMC Acquisition and the Y’s Acquisition under the income test was 15.9%.

The
Company advises the Staff that references to the net income before taxes of each of JGMC, Y’s, and the Company in this letter
refer to the income (or, in the case of the Company, consolidated income) from continuing operations before income taxes.

None
of the tests exceeded 50% either individually or in the aggregate, and neither transaction has closed as of the date of this response
letter. The Company’s current expectation is that the Y’s Acquisition, which is individually insignificant, will be
consummated on or around October 1, 2024, while the JGMC Acquisition will not be consummated prior to the closing of the offering
that is the subject of the Registration Statement. As such, no Rule 3-05 financial statements or Article 11 pro forma information
are required to be included in the Registration Statement.

Please
contact me at +81-3-3568-2600 or kenji.taneda@skadden.com if the Staff has any questions or requires additional information.

    Very truly yours,

    /s/ Kenji Taneda

    cc:
    Kouji Eguchi, Chief Executive Officer, Medirom Healthcare Technologies Inc.

    Fumitoshi Fujiwara, Chief Financial Officer, Medirom Healthcare Technologies Inc.

    Rumiko Yoneyama, Legal Manager, Medirom Healthcare Technologies Inc.

    Andrew J. Brady, Skadden, Arps, Slate, Meagher & Flom LLP

    Mitchell S. Nussbaum, Loeb & Loeb LLP

    Norwood P. Beveridge, Loeb & Loeb LLP

    5

September 10, 2024
Kouji Eguchi
Chief Executive Officer
Medirom Healthcare Technologies Inc.
2-3-1 Daiba, Minato-ku
Tokyo 135-0091, Japan
Re:Medirom Healthcare Technologies Inc.
Registration Statement on Form F-1
Filed August 23, 2024
File No. 333-281771
Dear Kouji Eguchi:
            We have conducted a limited review of your 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.
Registration Statement on Form F-1 filed August 23, 2024
Planned Acquisition of JGMC, page 60
1.We note your disclosure stating that, on June 30, 2024, you entered into a share transfer
agreement to acquire 70.0% of the shares Japan Gene Medicine Corporation (JGMC).
Please tell us your consideration of including financial statements of JGMC, according to
the guidance in Rule 3-05 of Regulation S-X, and pro forma financial statements,
according to the guidance in Article 11 of Regulation S-X, in your filing.

September 10, 2024
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 Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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December 23, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

 Attention: Nick Lamparski

Lilyanna Peyser

Suying Li

Donna Di Silvio

 Re: MEDIROM Healthcare Technologies, Inc.

Registration Statement on Form F-1 (File No. 333-250762)

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as the underwriter of the proposed offering of MEDIROM Healthcare Technologies, Inc.
(the “Company”), we hereby join the Company’s request for acceleration of the above-referenced
Registration Statement, requesting effectiveness for 5:00 p.m., Eastern Time, on Monday, December 28, 2020, or as soon thereafter
as is practicable.

Pursuant to
Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof,
456 copies of the Preliminary Prospectus dated December 22, 2020 have been distributed to prospective dealers,
institutional investors, retail investors and others.

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

[signature page follows]

    Very truly yours,

    MAXIM GROUP LLC

    /s/ Clifford A. Teller

    Name: Clifford A. Teller

    Title: Head of Investment Banking, Executive Managing Director

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MEDIROM
HEALTHCARE TECHNOLOGIES, INC.

2-3-1 Daiba, Minato-ku

Tokyo 135-0091, Japan

December 22, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attention:     Nick Lamparski

Lilyanna Peyser

Suying Li

Donna Di Silvio

    Re:
    MEDIROM Healthcare Technologies, Inc.

Registration Statement on Form F-1 (File No. 333-250762)

Registration Statement on Form 8-A (File No. 001-39809)

Registration Statement on Form F-6 (File No. 333-251170)

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), MEDIROM Healthcare Technologies, Inc., a foreign private issuer
organized under the laws of Japan (the “Company”), hereby requests acceleration of the effective date of the
above-referenced Registration Statement on Form F-1, File No. 333-250762, and the corresponding Registration Statement on Form
8-A, File No. 001-39809, so that such Registration Statements shall become effective at 5:00 p.m. (EDT) on December 28, 2020,
or as soon thereafter as practicable. Once the Registration Statements have been declared effective, please orally confirm that
event with our counsel, Greenberg Traurig, LLP., by calling Barbara A. Jones, Esq. at 310.586.7773.

The Company also joins a request that is
concurrently being filed by Bank of New York Mellon requesting that the Company’s Registration Statement on Form F-6 (File
No. 333-251170) be declared effective simultaneously with the Registration Statement on Form F-1. The Company intends to commence
trading in the Company’s ADRs on December 29, 2020 on The Nasdaq Capital Market.

The Company acknowledges the following:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority in declaring the filing effective, does not
relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    medirom healthcare technologies, inc.

    By:
     /s/ Kouji Eguchi

    Name:Kouji Eguchi

    Title: Chief Executive Officer

cc:          Fumitoshi Fujiwara, Chief Financial Officer, MEDIROM
Healthcare Technologies, Inc.

Barbara Jones, Esq., Greenberg Traurig,
LLP

Koji Ishikawa, Esq., Greenberg Traurig Tokyo
Law Offices

[Signature Page to Acceleration Request]

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December 17, 2020

SUBMISSION VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F. Street, N.E.

Washington, D.C. 20549

 Attn: Nick Lamparski

Lilyanna Peyser

Suying Li

Donna Di Silvio

 Re: Medirom Healthcare Technologies Inc.

Comment Letter Dated December 16, 2020

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

Filed December 11, 2020

File No. 333-250762

Ladies and Gentlemen:

This letter is
submitted on behalf of Medirom Healthcare Technologies Inc., a foreign private issuer organized under the laws of Japan (the
 “Company”), in response to the comments of the staff of the Division of Corporation Finance (the
 “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect
to Amendment No. 2 to the Company’s Registration Statement on Form F-1 filed with the Commission on
December 11, 2020 (as amended, the “Registration Statement”), as set forth in your letter dated
December 16, 2020 addressed to Mr. Kouji Eguchi, Chief Executive Officer of the Company (the “Comment
Letter”).

The Company is concurrently
submitting to the Commission, electronically via EDGAR, Amendment No. 3 to the Registration Statement on Form F-1, which
includes changes that reflect responses to the Staff’s comments. In light of the COVID-19-related workplace issues, we are
not at this time separately delivering to the Commission for the Staff’s reference hard copies of the Registration Statement
and the exhibits filed therewith, but will of course do so in the future if and when the Staff considers appropriate.

The headings and
numbered paragraphs of this letter correspond to the those contained in the Comment Letter and, to facilitate your review,
the text of the Comment Letter has been reproduced below followed by the Company’s response to each comment. Unless
otherwise indicated, page references in the descriptions of the Staff’s comments refer to Amendment No. 2 to the
Registration Statement, and page references in the Company’s responses refer to Amendment No. 3 to the
Registration Statement.

GREENBERG TRAURIG, LLP ■ ATTORNEYS AT LAW ■ WWW.GTLAW.COM

1840 Century Park East, Suite 1900 ■ Los Angeles,
California 90067-2121 ■ Tel 310.586.7700 ■ Fax 310.586.7800

U.S. Securities and Exchange Commission

December 17, 2020

Page 2

Supplementally,
the Company advises the Staff that it intends to commence roadshows as soon as possible and to submit a request that the
effective date of the Registration Statement be accelerated for pricing the week of December 21, 2020. Consequently, to
the extent the Staff has additional requests for information with respect to the Registration Statement, the Company would
appreciate receipt thereof as soon as practicable.

Amendment No. 2 to Form F-1 filed December 11,
2020

Capitalization, page 43

 1. Please
                                         provide your calculation of the pro forma cash and cash equivalents balance as of June 30,
                                         2020.

Response to Comment No. 1:

The Company advises the Staff
that it has revised its disclosures in Capitalization to reflect the 1,125,000 ADSs offered at an
assumed public offering price of $15.00 per ADS (which is the midpoint of the price range set for the on the cover page of
this prospectus). The Company directs the Staff to the revised disclosures on page 43 of Amendment No. 3.

The Company is supplementally
providing the following detailed calculation of its revised pro forma cash and cash equivalents balance as of June 30, 2020
(in thousands):

    As of June 30,
    2020

    Cash and cash equivalents (actual)
    $ 2,088

    Plus:

    Gross proceeds from IPO (based
    on an assumed sale of
1,125,000 ADSs offered by us and an assumed public offering price of $15.00 per ADS (which is the
    midpoint of the price range set forth on the cover page of this prospectus)
      16,875

    Less:

    Estimated underwriting discounts and commissions (based
    on assumed discounts of 5.2%)
      (877 )

    Estimated offering expenses not already
    paid as of June 30, 2020
      (2,554 )

    Total net proceeds (excluding offering expenses already
    paid as of June 30, 2020)
      13,444

    Cash and cash equivalents (pro forma)
    $ 15,532

The Company advises the Staff that the difference
between the net proceeds above of $13.4 million and the revised net proceeds of $12.5 million as disclosed in the “Use of
Proceeds” relates to the deferred IPO costs, of which $942 thousand was already paid as of June 30, 2020 and therefore
already reflected in the cash and cash equivalents balance of $2,088 thousand. The remaining deferred IPO costs as of June 30,
2020 of $223 thousand were reflected in accrued expenses, for total deferred IPO costs of $1,165 thousand as of June 30,
2020. The Company has added a footnote to the Capitalization table to clarify that the pro forma cash and cash equivalents is net of offering
expenses not paid as of June 30, 2020, unlike the Use of Proceeds amount, which reflects total offering expenses, including those paid as of June 30, 2020.

U.S. Securities and Exchange Commission

December 17, 2020

Page 3

Dilution, page 44

 2. Please
                                         provide us with your calculation of $12,812 thousand pro forma net intangible book value
                                         as of June 30, 2020.

Response to Comment No. 2:

The Company advises the Staff
that it has revised its disclosures in Dilution to reflect the 1,125,000 ADSs offered at an assumed
public offering price of $15.00 per ADS (which is the midpoint of the price range set for the on the cover page of this prospectus).
The Company directs the Staff to the revised disclosures on page 44 of Amendment No. 3.

The Company is supplementally
providing the following detailed calculation of its revised pro forma net tangible book value balance as of June 30, 2020
(in thousands):

    As of June 30,
    2020

    Net tangible book value (actual)
    $ (1,921 )

    Increase in total assets:

    Net proceeds
    from IPO (based on an assumed sale of
1,125,000 ADSs offered by us and an assumed public offering price of $15.00 per
    ADS (which is the midpoint of the price range set forth on the cover page of this prospectus), excluding offering expenses
    already paid
      13,444

    Decrease in total liabilities:

    Reduction in accrued
    expenses for offering expenses paid
      223

    Total change in net tangible book value
      13,667

    Net tangible book value (pro forma)
    $ 11,746

 3. Please
                                         revise the registration statement cover page, prospectus cover page, and disclosure throughout
                                         the prospectus to identify the aggregate number of shares that you are registering in
                                         connection with the offering.

Response to Comment No. 3:

The Company acknowledges the
Staff’s comment and has revised the cover page of the Registration Statement, the prospectus cover page, and corresponding
disclosure throughout the prospectus to indicate that an aggregate of 1,293,750 common shares (including shares issuable upon
exercise, if any, of the underwriter’s over-allotment option) are being registered in connection with the offering. The
cover page of the prospectus has been revised to indicate an offering to the public of 1,125,000 common shares (with 168,750
shares reserved for the over-allotment option) and corresponding changes have been made throughout the Registration Statement.

U.S. Securities and Exchange Commission

December 17, 2020

Page 4

We thank the Staff
for its review and consideration of the Company’s Registration Statement and the foregoing responses to the Staff’s
comments. We hope the foregoing has been adequately responsive to the Staff’s comments and look forward to resolving any
outstanding issues as quickly as possible. If the Staff needs any additional information or has any questions regarding the foregoing
responses, please do not hesitate to contact the undersigned at (310) 586-7773 or by email at jonesb@gtlaw.com.

    Sincerely,

    /s/ Barbara A. Jones

    Barbara A. Jones, Esq.

 cc: Office of International
                                         Corporate Finance, Securities and Exchange Commission

                                                                    Kouji Eguchi, Chief
                                         Executive Officer, Medirom Healthcare Technologies Inc.

                                                                    Fumitoshi Fujiwara,
                                         Chief Financial Officer, Medirom Healthcare Technologies Inc.

Koji Ishikawa, Esq., Greenberg Traurig Tokyo
Law Offices

United States securities and exchange commission logo
December 16, 2020
Kouji Eguchi
Chief Executive Officer
Medirom Healthcare Technologies Inc.
2-3-1 Daiba, Minato-ku
Tokyo 135-0091, Japan
Re:Medirom Healthcare Technologies Inc.
Amendment No. 2 to Registration Statement on Form F-1
Filed December 11, 2020
File No. 333-250762
Dear Mr. Eguchi:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 9, 2020 letter.
Amendment No. 2 to Form F-1 Filed December 11, 2020
Capitalization, page 43
1.Please provide your calculation of the pro forma cash and cash equivalents balance as of
June 30, 2020.
Dilution, page 44
2.Please provide us with your calculation of $12,812 thousand pro forma net intangible
book value as of June 30, 2020.

 FirstName LastNameKouji  Eguchi
 Comapany NameMedirom Healthcare Technologies Inc.
 December 16, 2020 Page 2
 FirstName LastName
Kouji  Eguchi
Medirom Healthcare Technologies Inc.
December 16, 2020
Page 2
General
3.Please revise the registration statement cover page, prospectus cover page, and disclosure
throughout the prospectus to identify the aggregate number of shares that you are
registering in connection with the offering.
            You may contact Suying Li at (202) 551-3335 or Linda Cvrkel at (202) 551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Lamparski at (202) 551-4695 or Lilyanna Peyser at (202) 551-3222 with any
other questions.

Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Barbara A. Jones

CORRESP
1
filename1.htm

December 11, 2020

SUBMISSION VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Nick Lamparski

  Lilyanna Peyser

  Suying Li

  Donna Di Silvio

 Re: Medirom Healthcare Technologies Inc.

    Comment Letter Dated December 9, 2020

    Registration Statement on Form F-1

    Filed November 20, 2020

    File No. 333-250762

Ladies and Gentlemen:

This letter is submitted
on behalf of Medirom Healthcare Technologies Inc., a foreign private issuer organized under the laws of Japan (the “Company”),
in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form F-1
filed with the Commission on November 20, 2020 (as amended, the “Registration Statement”), as set forth
in your letter dated December 9, 2020 addressed to Mr. Kouji Eguchi, Chief Executive Officer of the Company (the “Comment
Letter”).

The Company is concurrently
submitting to the Commission, electronically via EDGAR, Amendment No. 2 to the Registration Statement on Form F-1, which
includes changes that reflect responses to the Staff’s comments. In light of the COVID-19-related workplace issues, we are
not at this time separately delivering to the Commission for the Staff’s reference hard copies of the Registration Statement
and the exhibits filed therewith, but will of course do so in the future if and when the Staff considers appropriate.

The headings and numbered
paragraphs of this letter correspond to the those contained in the Comment Letter and, to facilitate your review, the text of the
Comment Letter has been reproduced below followed by the Company’s response to each comment. Unless otherwise indicated,
page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references
in the Company’s responses refer to the Registration Statement.

GREENBERG TRAURIG, LLP ■ ATTORNEYS AT LAW ■ WWW.GTLAW.COM

1840 Century Park East, Suite 1900 ■ Los Angeles,
California 90067-2121 ■ Tel 310.586.7700 ■ Fax 310.586.7800

U.S. Securities and Exchange Commission

December 11, 2020

Page 2

Supplementally,
the Company advises the Staff that it intends to commence roadshows the week of December 14, 2020 and to request
acceleration of the effective date of the Registration Statement on or about Friday, December 18, 2020. Consequently, to the
extent the Staff has additional requests for information with respect to the Registration Statement, the Company would
appreciate receipt thereof as soon as practicable.

Registration Statement on Form F-1 filed November 20,
2020

Prospectus Summary

Recent Developments, page 1

 1. We note that you have provided in your Prospectus Summary preliminary financial results for
the three and nine months ended September 30, 2020. Please revise your registration statement to provide context for the preliminary
revenue and net loss estimates, including qualitative and quantitative disclosure, by providing estimates for operating costs,
expenses or other line items that would balance your disclosure. We also note your statement that "actual results may differ
materially from these estimated preliminary results." If you choose to disclose preliminary results, you should be able to
assert that the actual results are not expected to differ materially from those reflected in the preliminary results; accordingly,
please remove or revise this statement. Finally, we note your statement that final financial results for the period ended September 30,
2020 may not be included in the registration statement prior to effectiveness; please confirm your understanding that, if the financial
statements for this financial period are or become available prior to the effective date of the registration statement, they must
be included in the filing.

Response to Comment No. 1:

The
Company acknowledges the Staff’s comments and has revised the disclosure on pages 6 and 7 to provide context for the
preliminary revenue and loss estimates and to revise the statement regarding preliminary results. The Company also
confirms its understanding that, if the financial statements for the period ended September 30, 2020 are or become
available prior to the effective date of the registration statement, they must be included in the filing.

Supplementally, the Company
advises the Staff that it does not have and does not expect to have PCAOB AU 722 reviewed unaudited financial statements for
the period that could be filed with the Registration Statement prior to effectiveness due to the additional undue financial
burden this would cause. The Company asks the Staff to note it has no obligation in its home country to produce quarterly
financial statements. The Company has included these preliminary results in light of the unique circumstances caused to the
Japanese economy as a result of the COVID-19 pandemic and, consequently, seeks to provide investors with available trend
information from its most recently completed quarter to assist investors in understanding the impact of these unusual market
conditions on the Company.

Business

Digital Preventative Healthcare Segment

MOTHER Tracker®, page 70

 2. We
                                         note your disclosure that pursuant to your production and development agreement with
                                         Matrix Industries, Inc. you will be required to pay royalties to Matrix Industries, Inc.
                                         "based on a percentage of the gross profit received" from the sale of your
                                         MOTHER Tracker® fitness devices and that such "royalty percentage
                                         decreases following the sales of the first 10,000 units." Please revise your disclosure
                                         to include more information about the royalty payments; for example, a narrow range expressed
                                         within ten percentage points or a statement that a percentage is in the low single digits,
                                         teens, etc. likely would be sufficient.

U.S. Securities and Exchange Commission

December 11, 2020

Page 3

Response to Comment No. 2:

The
Company acknowledges the Staff’s comment and has revised the disclosure on page 79 to incorporate the applicable royalty
percentages. The Company is also refiling Exhibit 10.4 with Amendment
No. 2 accordingly.

Exhibits

 3. We note that Section 7.6 of your Form of Deposit Agreement and Section 23 of
your Specimen American Depositary Receipt of the Registrant each contain a waiver of jury trial provision with respect to any suit,
action or proceeding against the company and/or the depositary directly or indirectly. Please revise the waiver of jury trial provisions
in your exhibits to disclose, as you do in your filing, that the provisions apply to claims made under the U.S. federal securities
laws and that any holder or beneficial owner of ADSs will not be deemed to have waived the company's or the depositary's compliance
with U.S. federal securities laws or the rules and regulations promulgated thereunder. Also revise your risk factor disclosure
on page 35 to clarify whether the provisions apply to purchasers in secondary transactions.

Response to Comment No. 3:

The Company acknowledges the
Staff’s comment and has revised Exhibits 4.1 and 4.2 to conform to the disclosure on page 119.  In addition,
the Company has revised the last sentence of the carryover risk factor on page 38 to clarify that the subject provisions apply
to purchasers of ADSs in the secondary market, as requested by the Staff.

We thank the Staff
for its review and consideration of the Company’s Registration Statement and the foregoing responses to the Staff’s
comments. We hope the foregoing has been adequately responsive to the Staff’s comments and look forward to resolving any
outstanding issues as quickly as possible. If the Staff needs any additional information or has any questions regarding the foregoing
responses, please do not hesitate to contact the undersigned at (310) 586-7773 or by email at jonesb@gtlaw.com.

  Sincerely,

  /s/ Barbara A. Jones

  Barbara A. Jones, Esq.

 cc: Office of International Corporate Finance, Securities and Exchange Commission

 Kouji Eguchi, Chief Executive Officer, Medirom
Healthcare Technologies Inc.

 Fumitoshi Fujiwara, Chief Financial Officer, Medirom Healthcare Technologies Inc.

Koji Ishikawa, Esq., Greenberg Traurig Tokyo
Law Offices

United States securities and exchange commission logo
December 9, 2020
Kouji Eguchi
Chief Executive Officer
Medirom Healthcare Technologies Inc.
2-3-1 Daiba, Minato-ku
Tokyo 135-0091, Japan
Re:Medirom Healthcare Technologies Inc.
Registration Statement on Form F-1
Filed November 20, 2020
File No. 333-250762
Dear Mr. Eguchi:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form F-1 filed November 20, 2020
Prospectus Summary
Recent Developments, page 1
1.We note that you have provided in your Prospectus Summary preliminary financial
results for the three and nine months ended September 30, 2020.  Please revise your
registration statement to provide context for the preliminary revenue and net loss
estimates, including qualitative and quantitative disclosure, by providing estimates for
operating costs, expenses or other line items that would balance your disclosure.  We also
note your statement that "actual results may differ materially from these estimated
preliminary results."  If you choose to disclose preliminary results, you should be able to
assert that the actual results are not expected to differ materially from those reflected in
the preliminary results; accordingly, please remove or revise this statement.  Finally, we

 FirstName LastNameKouji  Eguchi
 Comapany NameMedirom Healthcare Technologies Inc.
 December 9, 2020 Page 2
 FirstName LastNameKouji  Eguchi
Medirom Healthcare Technologies Inc.
December 9, 2020
Page 2
note your statement that final financial results for the period ended September 30, 2020
may not be included in the registration statement prior to effectiveness; please confirm
your understanding that, if the financial statements for this financial period are or become
available prior to the effective date of the registration statement, they must be included in
the filing.
Business
Digital Preventative Healthcare Segment
MOTHER Tracker ®, page 70
2.We note your disclosure that pursuant to your production and development agreement
with Matrix Industries, Inc. you will be required to pay royalties to Matrix Industries, Inc.
"based on a percentage of the gross profit received" from the sale of your MOTHER
Tracker ® fitness devices and that such "royalty percentage decreases following the sales
of the first 10,000 units."  Please revise your disclosure to include more information about
the royalty payments; for example, a narrow range expressed within ten percentage points
or a statement that a percentage is in the low single digits, teens, etc. likely would be
sufficient.
Exhibits
3.We note that Section 7.6 of your Form of Deposit Agreement and Section 23 of your
Specimen American Depositary Receipt of the Registrant each
contain a waiver of jury trial provision with respect to any suit, action or proceeding
against the company and/or the depositary directly or indirectly.  Please revise the waiver
of jury trial provisions in your exhibits to disclose, as you do in your filing, that
the provisions apply to claims made under the U.S. federal securities laws and that any
holder or beneficial owner of ADSs will not be deemed to have waived the company's or
the depositary's compliance with U.S. federal securities laws or the rules and regulations
promulgated thereunder.  Also revise your risk factor disclosure on page 35 to
clarify whether the provisions apply to purchasers in secondary transactions.

 FirstName LastNameKouji  Eguchi
 Comapany NameMedirom Healthcare Technologies Inc.
 December 9, 2020 Page 3
 FirstName LastName
Kouji  Eguchi
Medirom Healthcare Technologies Inc.
December 9, 2020
Page 3
            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.
            You may contact Suying Li at (202) 551-3335 or Linda Cvrkel at (202) 551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Lamparski at (202) 551-4695 or Lilyanna Peyser at (202) 551-3222 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Barbara A. Jones

CORRESP
1
filename1.htm

November 20, 2020

SUBMISSION VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F. Street, N.E.

Washington, D.C. 20549

    Attn:
    Nick Lamparski

    Lilyanna Peyser

    Suying Li

    Donna Di Silvio

 Re: Medirom Healthcare Technologies Inc.

    Comment Letter Dated November 4, 2020, in connection with

    Amendment No. 1 to Draft Registration Statement
on Form F-1, dated October 21, 2020

    CIK No. 0001819704

Ladies and Gentlemen:

This letter is submitted
on behalf of Medirom Healthcare Technologies Inc., a foreign private issuer organized under the laws of Japan (the “Company”),
in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) with respect to the Company’s Amendment No. 1 to the draft
Registration Statement on Form F-1 confidentially submitted to the Commission on October 21, 2020 (as amended, the “Registration
Statement”), as set forth in your letter dated November 4, 2020 addressed to Mr. Kouji Eguchi, Chief Executive
Officer of the Company (the “Comment Letter”).

The Company is concurrently
filing with the Commission, electronically via EDGAR, the Registration Statement on Form F-1, which includes changes that
reflect responses to the Staff’s comments. In addition to addressing the Staff’s comments in the Comment Letter, the
Company has revised the Registration Statement to update certain other disclosures. In light of the COVID- 19-related workplace
issues, we are not at this time separately delivering to the Commission for the Staff’s reference hard copies of the Registration
Statement and the exhibits filed therewith, but will of course do so in the future if and when the Staff considers appropriate.

Concurrently,
the Company is also  filing, electronically via EDGAR, the draft Registration
Statement on Form F-1, confidentially submitted to the Commission on September 11, 2020, Amendment No. 1 thereto
as confidentially submitted on October 21, 2020, and the Company’s letter, dated October 21, 2020, in response
to the Staff’s prior comments. The Company currently intends to proceed with the offering in the near future, subject to
market conditions and other considerations, including compliance with 15-day period set out in Section 6(e) of the Securities
Act of 1933, as amended.

The headings and numbered
paragraphs of this letter correspond to the those contained in the Comment Letter and, to facilitate your review, the text of the
Comment Letter has been reproduced below followed by the Company’s response to each comment. Unless otherwise indicated,
page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references
in the Company’s responses refer to the Registration Statement.

GREENBERG TRAURIG, LLP ■ ATTORNEYS AT LAW ■ WWW.GTLAW.COM

1840 Century Park East, Suite 1900 ■ Los Angeles,
California 90067-2121 ■ Tel 310.586.7700 ■ Fax 310.586.7800

U.S. Securities and Exchange Commission

 November 20,
2020

Page 2

Amendment No. 1 to DRS Submitted October 21, 2020

Dilution, page 40

 1. Please provide your calculation of the historical net tangible book value as of June 30,
2020.

Response to Comment No. 1:

The Company respectfully advises
the Staff that the historical net tangible book value as of June 30, 2020 shown of $1,458 thousand is equivalent to the total
equity balance of JPY157,087 thousand divided by the exchange rate of ¥107.77 = US$1.00. Upon further review of the disclosure, the Company
respectfully advises the Staff that it has revised its calculation of historical net tangible book value as of June 30, 2020
to exclude goodwill, intangible assets and deferred initial public offering costs. In accordance with the guidance in Section 8320
of the Division of Corporation Finance’s Financial Reporting Manual, the Company has excluded deferred initial public offering
costs as they cannot be sold separately from all other assets of the business. The Company is supplementally providing the following
detailed calculation of its revised net tangible book value as of June 30, 2020 (in thousands, except share and per share
amounts):

    As of June 30, 2020

    Total Assets
    ¥ 4,097,971
    $ 38,025

    Less:

    Goodwill
      (163,008 )
      (1,512 )

    Intangible assets
      (75,538 )
      (701 )

    Deferred initial public offering costs
      (125,574 )
      (1,165 )

    Total liabilities
      (3,940,884 )
      (36,568 )

    Total net tangible book value (a)
    ¥ (207,033 )
    $ (1,921 )

    Outstanding common shares (including Class A), net of treasury stock (b)
      4,022,501
      4,022,501

    Total tangible net book value per share (a ÷ b)
    ¥ (51.47 )
    $ (0.48 )

The
Company directs the Staff to the revised  historical net tangible book value and historical net tangible book value per
share as of June 30, 2020 on page 42 of the Registration Statement. The Company further advises the Staff that it
has revised the definition of net tangible book value in the second paragraph on page 42 of the Registration
Statement as follows:

“Our
historical net tangible book value per common share is determined by dividing our net tangible book value, which is the book value
of our total assets less the book value of our goodwill, intangible assets, deferred initial public offering costs and total
liabilities, by the number of outstanding common shares.”

Condensed Consolidated Balance Sheet (Unaudited) as of June 30,
2020, page F-42

 2. Please amend to present your balance sheet as of December 31, 2019 as a comparative balance
sheet alongside your interim balance sheet. Refer to Item 4 of Form F-1 and Item 8.A.5 of Form 20-F.

Response to Comment No. 2:

The
Company acknowledges the Staff’s comment, including the reference guidance. Accordingly, the Company respectfully advises
the Staff that it has amended the balance sheet to include the comparative balance sheet as of December 31, 2019, as reflected
on page F-42 of the Registration Statement.

We thank the Staff
for its review and consideration of the Company’s Registration Statement and the foregoing responses to the Staff’s
comments. We hope the foregoing has been adequately responsive to the Staff’s comments and look forward to resolving any
outstanding issues as quickly as possible. If the Staff needs any additional information or has any questions regarding the foregoing
responses, please do not hesitate to contact the undersigned at (310) 586-7773 or by email at jonesb@gtlaw.com.

U.S. Securities and Exchange Commission

November 20,
2020

Page 3

    Sincerely,

    /s/ Barbara A. Jones

    Barbara A. Jones, Esq.

cc: Office of International Corporate Finance, Securities and Exchange Commission

  Kouji Eguchi, Chief Executive Officer, Medirom Healthcare
Technologies Inc.

  Fumitoshi Fujiwara, Chief Financial Officer, Medirom
Healthcare Technologies Inc.

  Koji Ishikawa, Esq., Greenberg Traurig Tokyo
Law Offices

United States securities and exchange commission logo
November 4, 2020
Kouji Eguchi
Chief Executive Officer
Medirom Healthcare Technologies Inc.
2-3-1 Daiba, Minato-ku
Tokyo 135-0091, Japan
Re:Medirom Healthcare Technologies Inc.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted on October 21, 2020
CIK 0001819704
Dear Mr. Eguchi:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to DRS Submitted October 21, 2020
Dilution, page 40
1.Please provide your calculation of the historical net tangible book value as of June 30,
2020.
Condensed Consolidated Balance Sheet (Unaudited) as of June 30, 2020, page F-42
2.Please amend to present your balance sheet as of December 31, 2019 as a comparative
balance sheet alongside your interim balance sheet.  Refer to Item 4 of Form F-1 and Item
8.A.5 of Form 20-F.

 FirstName LastNameKouji  Eguchi
 Comapany NameMedirom Healthcare Technologies Inc.
 November 4, 2020 Page 2
 FirstName LastName
Kouji  Eguchi
Medirom Healthcare Technologies Inc.
November 4, 2020
Page 2
            You may contact Suying Li at (202) 551-3335 if you have questions regarding comments
on the financial statements and related matters.  Please contact Nicholas Lamparski at (202) 551-
4695 or Lilyanna Peyser at (202) 551-3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Barbara A. Jones

United States securities and exchange commission logo
October 5, 2020
Kouji Eguchi
Chief Executive Officer
Medirom Healthcare Technologies Inc.
2-3-1 Daiba, Minato-ku
Tokyo 135-0091, Japan
Re:Medirom Healthcare Technologies Inc.
Draft Registration Statement on Form F-1
Submitted on September 11, 2020
CIK 0001819704
Dear Mr. Eguchi:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Selected Consolidated Financial Information and Operating Data
Reconciliation of non-GAAP measures, page 43
1.You present a reconciliation of the non-GAAP measure Adjusted EBITDA to operating
income.  Please tell us your consideration of the guidance in Question 103.02 of the Non-
GAAP Compliance and Disclosure Interpretations related to considering net income as the
most directly comparable GAAP financial measure.

 FirstName LastNameKouji  Eguchi
 Comapany NameMedirom Healthcare Technologies Inc.
 October 5, 2020 Page 2
 FirstName LastNameKouji  Eguchi
Medirom Healthcare Technologies Inc.
October 5, 2020
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of the Results for the Years Ended December 31, 2019 and December 31, 2018,
page 51
2.Please expand your disclosure to explain how the change in the number of customers has
affected your sales per customer key performance indicator in 2019.
3.Please provide quantified discussions to separately explain the changes in your revenues
from and cost of revenues associated with directly-operated salon operations, franchising
activities, and other business between the reporting periods.
4.Please provide quantified explanations for the material changes in your consolidated
statement of income items, such as selling, general, and administration expenses,
impairment loss on long-lived assets, interest expense, gain from bargain purchase, other
income, net, and income tax expense, between reporting periods.
Business
Company Overview, page 62
5.Please define the term "customer management system." In this regard, we note your
disclosure that "[s]ince we introduced the customer management system in 2010, we have
served more than 1.57 million customers and in 2019, we served an average 59,000
customers per month."
6.Please explain why "[you] believe COVID-19 has increased customer realization." In this
regard, we note your disclosure that "[t]he outbreak and associated restrictions that have
been implemented have had a material adverse impact on the Company’s business and
cash flow from operations, similar to many businesses."
Relaxation Salon Segment, page 63
7.To provide additional context for investors and balance your disclosure, please further
discuss the extent to which the number of salons evidences any material known trends or
uncertainties. For example, it appears that the number of salons in your table on page
64  grew at a lower percentage year-over-year.
Our Growth Strategy, page 72
8.Please further discuss the material assumptions and estimates underlying your belief
that  "the Japanese market has a capacity for approximately 1,000 salons in suitable real
estate that fits the underwriting requirements for [y]our business." In this regard, we note
your disclosure on page 66 that "[y]our midterm goal is to have 1,000 salons nationwide
and become the number one salon network in Japan."
9.We note your disclosure throughout the registration statement that you intend to grow
your business to new markets, particularly in the United States. Please expand your

 FirstName LastNameKouji  Eguchi
 Comapany NameMedirom Healthcare Technologies Inc.
 October 5, 2020 Page 3
 FirstName LastNameKouji  Eguchi
Medirom Healthcare Technologies Inc.
October 5, 2020
Page 3
disclosure to include a more detailed discussion of the costs involved in your proposed
strategic plans, including any material commitments for capital expenditures and proposed
sources of funding. In this regard, we note your disclosure that "[i]n the United States, we
have developed and continue to sharpen our pipeline of operating partners in the
bodywork and physical therapy industry."
Our Competitive Strengths, page 74
10.We note your disclosure that "[you] own and run [y]our own job portal website, targeting
prospective therapist candidates...[the] website has surpassed 11,000 pageviews shortly
after launch and has already contributed over 179 suitable candidates as of June 30,
2020.”  To provide additional context for investors please quantify, if possible, the
percentage of new employees that have been hired using your website. In this regard, we
note your disclosure that "[t]his digital solution to recruiting is expected to reduce [y]our
hiring cost otherwise paid to headhunters and manpower agents, by approximately
JPY10,000,000 (US$92,790) in FY 2020."
Regulation of Our Industry
Regulations Governing Dispatched Employees for Franchisees, page 83
11.Please clarify if Medirom Human Resources Inc. has the required worker dispatch
license.  In this regard, we note your disclosure that “MHR is required to obtain a worker
dispatch license from the Ministry of Health, Labor and Welfare of Japan under the
Dispatch Act.”
Regulations Governing Prepaid Cards, page 83
12.We note your disclosure regarding prepaid cards and the Outstanding Amount that must
be paid to the Legal Affairs Bureau. If material, please consider quantifying such amount.
Consolidated Statements of Income, page F-4
13.We note that you recognize revenues from services, sublease rental and other activities.
Please tell us your consideration of the guidance in Rule 5-03.1 of Regulation S-X that
requires separate presentation of revenues and costs associated with services, rental
income, and other activities.
Notes to Consolidated Financial Statements
1. Basis of Presentation and Summary of Significant Accounting Policies
Revenue Recognition, page F-15
14.We note that you record rental income for operating leases on properties subleased to
franchisees as franchise revenue.  Please provide us with reference to the authoritative
literature that supports your accounting.

 FirstName LastNameKouji  Eguchi
 Comapany NameMedirom Healthcare Technologies Inc.
 October 5, 2020 Page 4
 FirstName LastName
Kouji  Eguchi
Medirom Healthcare Technologies Inc.
October 5, 2020
Page 4

General
15.Please disclose the basis for all your assertions about your competitive position within
your industry. If you do not have appropriate independent support for a statement, please
revise the language to make clear that this is your belief based upon your experience in the
industry, if true. For example, please disclose the basis for your assertion that "[you
have] lower employee turnover rates than [y]our competitors."
            You may contact Suying Li at 202-551-3335 or Donna Di Silvio at 202-551-3202 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Lopez-Molina at 202-551-3792 or Lilyanna Peyser at 202-551-3222 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services