SecProbe.io

CORRESP
 1
 filename1.htm

 PicoCELA
Inc.

 May
20, 2025

 Via
EDGAR

 Division
of Corporation Finance

 Office
of Manufacturing

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C., 20549

 Attention:

 Eranga
 Dias

 Re:
 PicoCELA
 Inc.

 Registration
 Statement on Form F-1, as amended (File No. 333-285764)

 Initially
 Filed on March 13, 2025

 Dear
Mr. Dias:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, PicoCELA Inc. hereby
requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the "Registration
Statement") be accelerated to and that the Registration Statement becomes effective at 4:00 p.m., Eastern Time, of May 22,
2025, or as soon thereafter as practicable.

 Very
 truly yours,

 PicoCELA
 Inc.

 By:
 /s/
 Hiroshi Furukawa

 Name:
 Hiroshi
 Furukawa

 Title:
 Chief
 Executive Officer and Representative Director

 cc:
 Ying
 Li, Esq.

 Hunter
 Taubman Fischer & Li LLC

CORRESP
 1
 filename1.htm

 May
20, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 Eranga
Dias

 Re:
 PicoCELA
 Inc.

 Registration
 Statement on Form F-1, as amended

 File
 No. 333- 285764

 Ladies
and Gentlemen:

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

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

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

 *
* *

 [ Signature
Page Follows ]

 Very
 truly yours,

 REVERE
 SECURITIES LLC

 By:
 /s/
Dajiang Guo

 Name:
 Dajiang
 Guo

 Title:
 CEO,
 Head of Investment Banking

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

CORRESP
 1
 filename1.htm

 May 5, 2025

 Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Eranga Dias

 Re:
 PicoCELA Inc.

 Registration Statement on Form F-1, as amended
 File No. 333-285764

 Withdrawal Request

 Ladies and Gentlemen:

 Reference is made to the letter,
filed as correspondence via EDGAR on May 1, 2025, in which Revere Securities LLC joined PicoCELA Inc. in requesting the acceleration of
the effective date of the above-referenced Registration Statement for May 5, 2025, at 4:00 p.m. Eastern Time, in accordance with Rule
461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at
this time and we hereby formally withdraw our request for acceleration of the effective date.

 Very truly yours,

 REVERE SECURITIES LLC

 By:
 /s/ Dajiang Guo

 Name:
 Dajiang Guo

 Title:
 CEO, Head of Investment Banking

CORRESP
 1
 filename1.htm

 PicoCELA
Inc.

 May
5, 2025

 Via
EDGAR

 Division
of Corporation Finance

 Office
of Manufacturing

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C., 20549

 Attention:
 Eranga
 Dias

 Re:
 PicoCELA
 Inc.

 Registration
 Statement on Form F-1, as amended (File No. 333-285764)
 Initially
 Filed on March 13, 2025
 Withdrawal
 of Acceleration Request

 Dear
 Mr. Dias:

 Reference
 is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on May 1, 2025, in which
 we requested the acceleration of the effective date of the above-captioned Registration Statement for May 5, 2025, at 4:00 p.m. Eastern
 Time, or as soon as practicable thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended. PicoCELA Inc.
 is no longer requesting that such Registration Statement be declared effective at such date and time, and we hereby formally withdraw
 our request for acceleration of the effective date of the above-captioned Registration Statement.

 Please
 contact Ying Li of Hunter Taubman Fischer & Li LLC, at (212) 530-2206, if you have any questions or concerns regarding this matter.

 Very truly yours,

 PicoCELA Inc.

 By:
 /s/ Hiroshi
 Furukawa

 Name:
 Hiroshi Furukawa

 Title:
 Chief Executive Officer and Representative Director

 cc:
 Ying Li, Esq.

 Hunter
 Taubman Fischer & Li LLC

CORRESP
 1
 filename1.htm

 May
1, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 Eranga Dias

 Re: PicoCELA
 Inc.
 Registration
 Statement on Form F-1, as amended
 File
 No. 333- 285764

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), the undersigned
hereby joins in the request of PicoCELA Inc. that the effective date of the above-referenced Registration Statement be accelerated so
as to permit it to become effective at 4:00 p.m., Eastern Time, on May 5, 2025, or as soon thereafter as practicable, or at such other
time as the Company or its outside counsel, Hunter Taubman Fischer & Li LLC, request by telephone that such Registration Statement
be declared effective.

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

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

 *
* *

 [ Signature
Page Follows ]

 Very truly yours,

 REVERE SECURITIES LLC

 By:
 /s/
 Dajiang Guo

 Name:
 Dajiang Guo

 Title:
 CEO, Head of Investment Banking

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

CORRESP
 1
 filename1.htm

 PicoCELA
Inc.

 May
1, 2025

 Via
EDGAR

 Division
of Corporation Finance

 Office
of Manufacturing

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C., 20549

 Attention:

 Eranga
 Dias

 Re:
 PicoCELA
 Inc.

 Registration
 Statement on Form F-1, as amended (File No. 333-285764)

 Initially
 Filed on March 13, 2025

 Dear
Mr. Dias:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, PicoCELA Inc. hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1 (the "Registration Statement") be accelerated
to and that the Registration Statement becomes effective at 4:00 p.m., Eastern Time, of May 5, 2025, or as soon thereafter as practicable.

 Very
 truly yours,

 PicoCELA
 Inc.

 By:
 /s/
 Hiroshi Furukawa

 Name:
 Hiroshi
 Furukawa

 Title:
 Chief
 Executive Officer and Representative Director

 cc:
 Ying
 Li, Esq.

 Hunter
 Taubman Fischer & Li LLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 18, 2025

Hiroshi Furukawa
Chief Executive Officer
PicoCELA Inc.
2-34-5 Ningyocho, SANOS Building, Nihonbashi
Chuo-ku, Tokyo 103-0013 Japan

 Re: PicoCELA Inc.
 Registration Statement on Form F-1
 Filed March 13, 2025
 File No. 333-285764
Dear Hiroshi Furukawa:

 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 Eranga Dias at 202-551-8107 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

December
20, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
D.C. 20549

Attention: Bradley
                                            Ecker & Jennifer Angelini

Re: PicoCELA
                                            Inc.

  Registration
                                            Statement on Form F-1, as amended

  File
                                            No. 333- 282931

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned
hereby joins in the request of PicoCELA Inc. that the effective date of the above-referenced Registration Statement be accelerated so
as to permit it to become effective at 4:00 p.m., Eastern Time, on December 20, 2024, 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,

  BENJAMIN SECURITIES, INC.

  By:
  /s/ Michael Coyne

  Name:
  Michael Coyne

  Title:
  Principal

[Signature
Page to Underwriters’ Acceleration Request Letter]

CORRESP
1
filename1.htm

PicoCELA
Inc.

December
20, 2024

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

    Attention:
    Eiko
    Yaoita Pyles

    Kevin
    Stertzel

    Bradley
    Ecker

    Jennifer
    Angelini

    Re:
    PicoCELA
    Inc.

    Registration
    Statement on Form F-1, as Amended

    Initially
    Filed on October 31, 2024

    File
    No. 333-282931

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, PicoCELA Inc. 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 4:00 p.m., Eastern Time, on December 20, 2024, or as soon thereafter as practicable.

    Very
    truly yours,

    PicoCELA
    Inc.

    By:
    /s/
    Hiroshi Furukawa

    Name:
    Hiroshi
    Furukawa

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

PicoCELA
Inc.

December
9, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

    Attention:
    Eiko
    Yaoita Pyles

    Kevin
    Stertzel

    Bradley
    Ecker

    Jennifer
    Angelini

    Re:
    PicoCELA
                                            Inc.

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

    Filed on November
    27, 2024

    File No. 333-282931

Dear
Sir or Madam:

PicoCELA
Inc. (the “Company,” “we,” or “us”) hereby transmits its response to the letter
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated December 6, 2024, regarding its Amendment No. 2 to Registration Statement on Form F-1 filed on November 27, 2024. For ease of reference,
we have repeated the Commission’s comments in this response letter and numbered them accordingly. An amended Registration Statement
on Form F-1 (“Amended Registration Statement”) is being filed to accompany this response letter.

Amendment
to Form F-1 filed November 27, 2024

Exhibits

1.
Please request counsel to address the following items in the legal opinion filed as Exhibit 5.1 and file a revised opinion:

    ●
    We
    note that the opinion covers the 2,300,000 shares being offered in the primary offering, but not the 2,000,040 shares being offered
    in the resale offering. Please revise to additionally cover the resale shares. Refer to Sections II.B.1.b and II.B.2.h of Staff Legal
    Bulletin 19.

    ●
    We
    note the assumption in paragraph a(viii) that “all relevant matters would be found to be legal, valid and binding under the
    applicable laws of, or not otherwise contrary to public policy or any mandatory provisions of applicable laws of, any jurisdiction
    other than Japan, as presently or hereafter in force or given effect.” Please revise or support this assumption, as it appears
    overly broad. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.

    ●
    Please
    revise the penultimate paragraph of the opinion, as this appears to limit reliance. Refer to Section II.B.3.d of Staff Legal Bulletin
    19.

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

*
* * * * * * * * * *

In
responding to your comments, the Company acknowledges that:

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

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

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

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

    Very
    truly yours,

    /s/
    Hiroshi Furukawa

    Hiroshi
    Furukawa

    Chief
    Executive Officer of the Company

    cc:
    Ying
    Li, Esq.

    Hunter
    Taubman Fischer & Li LLC

December 5, 2024
Hiroshi Furukawa
Chief Executive Officer
PicoCELA Inc.
2-34-5 Ningyocho, SANOS Building, Nihonbashi
Chuo-ku, Tokyo 103-0013 Japan
Re:PicoCELA Inc.
Amendment No. 2 to Registration Statement on Form F-1
Filed on November 27, 2024
File No. 333-282931
Dear Hiroshi Furukawa:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note
otherwise, any references to prior comments are to comments in our November 26, 2024
letter.
Amendment to Form F-1 filed November 27, 2024
Exhibits
Please request counsel to address the following items in the legal opinion filed as
Exhibit 5.1 and file a revised opinion:

•We note that the opinion covers the 2,300,000 shares being offered in the primary
offering, but not the 2,000,040 shares being offered in the resale offering. Please
revise to additionally cover the resale shares. Refer to Sections II.B.1.b and
II.B.2.h of Staff Legal Bulletin 19.
We note the assumption in paragraph a(viii) that "all relevant matters would be
found to be legal, valid and binding under the applicable laws of, or not otherwise •1.

December 5, 2024
Page 2
contrary to public policy or any mandatory provisions of applicable laws of, any
jurisdiction other than Japan, as presently or hereafter in force or given effect."
Please revise or support this assumption, as it appears overly broad. Refer
to Section II.B.3.a of Staff Legal Bulletin No. 19.
•Please revise the penultimate paragraph of the opinion, as this appears to limit
reliance. Refer to Section II.B.3.d of Staff Legal Bulletin 19.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Kevin Stertzel at 202-551-3723
if you have questions regarding comments on the financial statements and related
matters. Please contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

PicoCELA
Inc.

November
27, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

    Attention:
    Eiko
    Yaoita Pyles

    Kevin
    Stertzel

    Bradley
    Ecker

    Jennifer
    Angelini

    Re:
    PicoCELA
                                            Inc.

    Registration
    Statement on Form F-1

    Filed
    on November 20, 2024

    File
    No. 333-282931

Dear
Sir or Madam:

PicoCELA
Inc. (the “Company,” “we,” or “us”) hereby transmits its response to the letter
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated November 26, 2024, regarding its Registration Statement on Form F-1 filed on November 20, 2024. For ease of reference, we have
repeated the Commission’s comments in this response letter and numbered them accordingly. An amended Registration Statement on
Form F-1 (“Amended Registration Statement”) is being filed to accompany this response letter.

Registration
Statement on Form F-1 filed November 20, 2024

General

    1.
    We
    note your revisions in response to our prior comment 1. However, since your explanatory note appears prior to the prospectus cover
    page, investors may not be informed about the existence of two separate prospectuses and unclear as to whether they are purchasing
    ADSs in the primary or secondary offering. Accordingly, please further revise your disclosure to clarify that separate offerings
    are being conducted, and that the prospectus for the primary offering will not be used for sales in the secondary offering, and vice
    versa. Additionally revise disclosure that indicates the Shareholder ADSs may be sold at market prices “thereafter,”
    to clarify these ADSs will be sold at the initial offering price until they are quoted on Nasdaq, after which they may be sold at
    market prices.

Response:
In response to the Staff’s comment, we have revised our disclosures throughout both the primary prospectus and the resale prospectus,
both of which are included in the Amended Registration Statement, accordingly.

*
* * * * * * * * * *

In
responding to your comments, the Company acknowledges that:

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

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

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

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

    Very
    truly yours,

    /s/
    Hiroshi Furukawa

    Hiroshi
    Furukawa

    Chief
    Executive Officer of the Company

    cc:
    Ying
    Li, Esq.

    Hunter
    Taubman Fischer & Li LLC

November 26, 2024
Hiroshi Furukawa
Chief Executive Officer
PicoCELA Inc.
2-34-5 Ningyocho, SANOS Building, Nihonbashi
Chuo-ku, Tokyo 103-0013 Japan
Re:PicoCELA Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed on November 20, 2024
File No. 333-282931
Dear Hiroshi Furukawa:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note
otherwise, any references to prior comments are to comments in our November 12,
2024 letter.
Amendment to Form F-1 filed November 20, 2024
General
We note your revisions in response to our prior comment 1. However, since your
explanatory note appears prior to the prospectus cover page, investors may not be
informed about the existence of two separate prospectuses and unclear as to whether
they are purchasing ADSs in the primary or secondary offering. Accordingly, please
further revise your disclosure to clarify that separate offerings are being conducted,
and that the prospectus for the primary offering will not be used for sales in the
secondary offering, and vice versa. Additionally revise disclosure that indicates the
Shareholder ADSs may be sold at market prices “thereafter,” to clarify these ADSs
will be sold at the initial offering price until they are quoted on Nasdaq, after which 1.

November 26, 2024
Page 2
they may be sold at market prices.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Kevin Stertzel at 202-551-3723
if you have questions regarding comments on the financial statements and related
matters. Please contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

PicoCELA
Inc.

November
20, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

  Attention:
  Eiko Yaoita Pyles

  Kevin
Stertzel

  Bradley Ecker

  Jennifer Angelini

    Re:
    PicoCELA Inc.

                                                         Registration Statement on Form F-1

                                                         Filed on October 31, 2024

                                                         File No. 333-282931

Dear
Sir or Madam:

PicoCELA
Inc. (the “Company,” “we,” or “us”) hereby transmits its response to the letter
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated November 12, 2024, regarding its Registration Statement on Form F-1 filed on October 31, 2024. For ease of reference, we have repeated
the Commission’s comments in this response letter and numbered them accordingly. An amended Registration Statement on Form F-1
(“Amended Registration Statement”) is being filed to accompany this response letter.

Registration
Statement on Form F-1 filed October 31, 2024

General

 1. We
                                            note you are registering shares for both a primary and a secondary resale offering. Please
                                            revise both prospectuses to address the following:

● Briefly describe the
resale offering, including the number of Shareholder ADSs, on the cover page of the primary prospectus;

●
Include an explanatory note following the prospectus cover that describes both offerings, including any differences in timing and pricing;

● Revise
page 8 of the summary, which currently describes only the primary offering, to also describe the resale offering and number of
Shareholder ADSs;

● Include
the Shareholder ADSs in the number of ADSs to be outstanding following the offering, or advise as to why you believe it is appropriate
to exclude these;

●
Revise page alt-1 to refer to ADSs, rather than Common Shares or Resale Shares, as the securities being offered, or advise;
and

●
Revise disclosure on page alt-3 that (emphasis added), “The Selling Shareholders will not offer for sale the Shareholder
ADSs covered by the Resale Prospectus at the initial public offering price of the Public Offering ADSs until such time as the ADSs are
listed on Nasdaq,” for consistency with cover page disclosure indicating the Shareholder ADSs will be offered at the fixed
initial public offering price until listing.

Response:
In response to the Staff’s comment, we have revised our disclosures on the cover page of the primary prospectus, the explanatory
note, and pages 8, alt-1, and alt-3 of the Amended Registration Statement accordingly.

Risk
Factors

We
are dependent on patents licensed from Kyushu University, page 19

 2. We
note your revisions in response to our prior comment 10. Please further revise your disclosure to specifically address the material risks
if your license agreement with Kyushu University is not renewed past its current expiration date of March 31, 2025. Discuss the potential
impact on your operations and financial condition and results of operations in the event of non-renewal. Additionally disclose, here
or elsewhere as appropriate, whether you have received a termination notice pursuant to Article 19 of the license and, if not, whether
the current expiration date will be extended by three years to March 31, 2028, subject to other termination provisions.

Response:
In response to the Staff’s comment, we have revised our disclosures on pages 19 and 68 of the Amended Registration Statement
to specially address the material risks if our license agreement with Kyushu University is not renewed past its current expiration date
of March 31, 2025 and discuss the potential impact on our operations and financial condition and results of operations in the event of
non-renewal. We have revised our disclosures on pages 19 and 68 of the Amended Registration Statement to disclose we have not received
a termination notice pursuant to Article 19 of the license and the current expiration date will be extended by three years to March 31,
2028, subject to other termination provisions.

Capitalization,
page 34

 3. The
                                            total number of Common Shares issued and outstanding on an as adjusted basis of 22,933,860
                                            shares presented in the capitalization table, appears to exclude the 2,000,000 shares expected
                                            to be issued in this offering. Please revise accordingly.

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

Related
Party Transactions, page 78

 4. We
                                            note your response to our prior comment 11 and reissue. Please update this section to additionally
                                            reflect information as of the date of the document. Refer to Item 4(a) of Form F-1 and Item
                                            7.B of Form 20-F.

Response:
In response to the Staff’s comment, we have revised our disclosures on page 78 of the Amended Registration Statement to additionally
reflect information as of the date of the document.

Shares
Eligible for Future Sale, page 99

 5. We
                                            note disclosure that each of your 1% shareholders has agreed to enter into a lockup agreement,
                                            which appears inconsistent with disclosure elsewhere indicating that Spirit Advisors has
                                            been granted a warrant to purchase 3% of your shares, which are not subject to lock up; please
                                            revise to reconcile. We further note disclosure that, “We are not aware of any plans
                                            by any significant shareholders to dispose of significant numbers of our Common Shares or
                                            the ADSs.” Please revise as appropriate to reflect the resale offering of Shareholder
                                            ADSs.

Response:
In response to the Staff’s comment, we have revised our disclosures on page 99 of the Amended Registration Statement to explain
that the lock-up does not apply to the Common Shares to be issued pursuant to a warrant to be issued to Spirit Advisors at the time of
listing. We also revised the disclosures on page 99 of the Amended Registration Statement to reflect the resale offering of Shareholder
ADSs.

*
* * * * * * * * * *

In
responding to your comments, the Company acknowledges that:

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

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

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

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

    Very
    truly yours,

    /s/
    Hiroshi Furukawa

    Hiroshi
    Furukawa

    Chief
    Executive Officer of the Company

    cc:
    Ying
    Li, Esq.

    Hunter
    Taubman Fischer & Li LLC

November 12, 2024
Hiroshi Furukawa
Chief Executive Officer
PicoCELA Inc.
2-34-5 Ningyocho, SANOS Building, Nihonbashi
Chuo-ku, Tokyo 103-0013 Japan
Re:PicoCELA Inc.
Registration Statement on Form F-1
Filed on October 31, 2024
File No. 333-282931
Dear Hiroshi Furukawa:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note
otherwise, any references to prior comments are to comments in our October 3, 2024 letter.
Registration Statement on Form F-1 filed October 31, 2024
General
We note you are registering shares for both a primary and a secondary resale offering.
Please revise both prospectuses to address the following:
•Briefly describe the resale offering, including the number of Shareholder ADSs,
on the cover page of the primary prospectus;
•Include an explanatory note following the prospectus cover that describes both
offerings, including any differences in timing and pricing;
•Revise page 8 of the summary, which currently describes only the primary
offering, to also describe the resale offering and number of Shareholder ADSs;
Include the Shareholder ADSs in the number of ADSs to be outstanding following •1.

November 12, 2024
Page 2
the offering, or advise as to why you believe it is appropriate to exclude these;
•Revise page alt-1 to refer to ADSs, rather than Common Shares or Resale Shares,
as the securities being offered, or advise; and
•Revise disclosure on page alt-3 that (emphasis added), "The Selling Shareholders
will not offer for sale the Shareholder ADSs covered by the Resale Prospectus at
the initial public offering price of the Public Offering ADSs until such time as the
ADSs are listed on Nasdaq," for consistency with cover page disclosure indicating
the Shareholder ADSs will be offered at the fixed initial public offering price until
listing.
Risk Factors
We are dependent on patents licensed from Kyushu University, page 19
2.We note your revisions in response to our prior comment 10. Please further revise
your disclosure to specifically address the material risks if your license agreement
with Kyushu University is not renewed past its current expiration date of March 31,
2025. Discuss the potential impact on your operations and financial condition and
results of operations in the event of non-renewal. Additionally disclose, here or
elsewhere as appropriate, whether you have received a termination notice pursuant to
Article 19 of the license and, if not, whether the current expiration date will be
extended by three years to March 31, 2028, subject to other termination provisions.
Capitalization, page 34
3.The total number of Common Shares issued and outstanding on an as adjusted basis of
22,933,860 shares presented in the capitalization table, appears to exclude the
2,000,000 shares expected to be issued in this offering. Please revise accordingly.
Related Party Transactions, page 78
4.We note your response to our prior comment 11 and reissue. Please update this
section to additionally reflect information as of the date of the document. Refer
to Item 4(a) of Form F-1 and Item 7.B of Form 20-F.
Shares Eligible for Future Sale, page 99
5.We note disclosure that each of your 1% shareholders has agreed to enter into a lock-
up agreement, which appears inconsistent with disclosure elsewhere indicating that
Spirit Advisors has been granted a warrant to purchase 3% of your shares, which are
not subject to lock up; please revise to reconcile. We further note disclosure that, "We
are not aware of any plans by any significant shareholders to dispose of significant
numbers of our Common Shares or the ADSs." Please revise as appropriate to reflect
the resale offering of Shareholder ADSs.

November 12, 2024
Page 3
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Kevin Stertzel at 202-551-3723
if you have questions regarding comments on the financial statements and related
matters. Please contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

PicoCELA
Inc.

October
31, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

Attention:
Eiko Yaoita Pyles

Kevin
Stertzel

Bradley
Ecker

Jennifer
Angelini

    Re:
    PicoCELA
    Inc.

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

    Submitted
    September 23, 2024

    CIK
    No. 0002018462

Dear
Sir or Madam:

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

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

Cover
Page

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

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

Prospectus
Summary

The
Offering, page 8

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

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

Risk
Factors, page 9

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

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

Capitalization,
page 33

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

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

Dilution,
page 34

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

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

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

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

Corporate
History and Structure

Recent
Development, page 36

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

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

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

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

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

Sales
and Marketing, page 57

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

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

Business

Intellectual
Property, page 63

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

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

Related
Party Transactions, page 77

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

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

Description
of Share Capital

Voting
Rights, page 83

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

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

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

Statements
of Shareholders’ Equity, page F-4

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

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

General

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

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

*
* * * * * * * * * *

In
responding to your comments, the Company acknowledges that:

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

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

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

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

    Very truly yours,

    /s/ Hiroshi
    Furukawa

    Hiroshi Furukawa

    Chief Executive Officer of the Company

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

October 3, 2024
Hiroshi Furukawa
Chief Executive Officer
PicoCELA Inc.
2-34-5 Ningyocho, SANOS Building, Nihonbashi
Chuo-ku, Tokyo 103-0013 Japan
Re:PicoCELA Inc.
Amendment No.1 to Draft Registration Statement on Form F-1
Submitted September 23, 2024
CIK No. 0002018462
Dear Hiroshi Furukawa:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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. Unless we note otherwise, any references to prior comments are to comments in our
July 5, 2024 letter.
Amendment No.1 to Draft Registration Statement on Form F-1
Cover Page
1.Please revise your cover page and summary section to more prominently and clearly
disclose that your shares and ADSs are subject to voting restrictions. Your disclosure
should clearly state that only holders of at least 100 shares will be entitled to exercise
voting rights, while holders of fewer than 100 shares will not be entitled to vote, and that
shares will be rounded down in determining voting rights. Additionally disclose how
voting rights will be determined in relation to ADS holders, and include a cross-refence to
more detailed disclosure regarding ADS treatment elsewhere in your registration
statement.

October 3, 2024
Page 2
Prospectus Summary
The Offering, page 8
2.Please revise your disclosure to quantify the number of shares issuable to Spirit Advisors
upon exercise of the warrant.
Risk Factors, page 9
3.Please include risk factor disclosure that addresses your ability to issue classes of stock in
the future that may have greater or more senior voting rights compared to holders of your
common stock. Disclose that this would have a dilutive effect to holders of your common
stock.
Capitalization, page 33
4.Please disclose the total number of Common Shares issued in connection with the
conversion of Class A, B and C Preferred Shares in July 2024 and the total number of
Common Shares issued and outstanding on an as adjusted basis.
Dilution, page 34
5.We note your response to prior comment 6. Please revise your dilution disclosure to
include the issuance of additional Class C Preferred Shares in April 2024 in your
discussion of as adjusted net tangible book value per shares and ensure that you reflect
this issuance in your pro forma calculation.
6.We note that your disclosure related to the calculation of as adjusted net tangible book
value per share does not include a discussion of the conversions of preferred shares that
occurred in July 2024. Please revise accordingly and ensure that you reflect
the conversion in your calculation.
Corporate History and Structure
Recent Development, page 36
7.We note your consulting agreement grants Spirit Advisors the right to purchase up to 3%
of the company's common shares calculated immediately before the IPO and that it is
exercisable at the time of the IPO. Please disclose here and on page 8 whether Spirit
Advisors is subject to lock-up restrictions as part of their right to purchase shares.
Additionally disclose whether Spirit Advisors will be granted any registration rights in
relation to these shares and, if so, describe the terms thereof.
8.We note disclosure on your prospectus cover regarding the expiration without conversion
of two convertible bonds. Please update the disclosure in this section, and elsewhere as
appropriate, to reflect such expiration.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Sales and Marketing, page 57
9.We note your response to our prior comment 11. Please further revise to identify all
significant customers, including "Customer F" referenced on page 61.

October 3, 2024
Page 3
Business
Intellectual Property, page 63
10.We note your revisions in response to our prior comment 12. Please further revise your
disclosure to more fully summarize the material terms of your license agreement with
Kyushu University. Discuss, without limitation, whether and on what terms the license
agreement may be (i) renewed past its current expiration date of March 31, 2025, and (ii)
subject to earlier termination. Include risk factor disclosure regarding the material risks
related to potential non-renewal or early termination on your business and financial
condition and results of operation.
Related Party Transactions, page 77
11.Please update this section to additionally reflect information as of the date of the
document. Refer to Item 4(a) of Form F-1 and Item 7.B of Form 20-F.
Description of Share Capital
Voting Rights, page 83
12.We note your disclosure that a resolution can be adopted by a majority of the voting rights
represented at the meeting; please revise to clarify whether this refers to representation
both in-person and by proxy. We further note disclose that the quorum is one-third of the
total number of voting rights. Given the voting restriction on your shares, please revise to
clarify when such voting rights will be determined (for instance, on a record date or as of
the meeting date). Additionally clarify whether the voting rights in respect of shares
underlying ADSs will be counted in relation to the depositary bank or ADS holders, and
describe any related procedures and timing-related considerations in this regard (for
instance, an ADS record date), either here and/or in the section describing American
Depositary Shares.
Unaudited Financial Statements as of and for the six months ended March 31, 2024 and 2023
Statements of Shareholders' Equity, page F-4
13.Please revise to include the statement of stockholders' equity for the comparative year-to-
date period ended March 31, 2023. Refer to Rule 8-03 of Regulation S-X.
General
14.We note that the number of shares represented by ADRs has yet to be determined. Please
tell us how this ratio will take into account the voting restriction on your shares. For
instance, will each ADR represent 100 shares in order to ensure that each ADS holder is
entitled to exercise at least one vote, and that the voting rights of the depositary (as record
holder) and ADS holders are congruent? If this ratio is not 1:100, include disclosure that
explains how the voting rights of ADS holders will be determined, considering that
the depositary bank will be the shareholder of record (and thus eligible to vote underlying
shares), yet will solicit proxies from ADS holders who beneficially own individual
portions of the underlying shares (and may not collectively have the same voting rights
the depositary would have). To the extent that your ADS program and 100-share voting
restriction effectively give rise to disparate voting effects as between ADS holders and
shareholders, please discuss this and include risk factor disclosure as appropriate.

October 3, 2024
Page 4
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Kevin Stertzel at 202-551-3723 if
you have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

July 5, 2024
Hiroshi Furukawa
Chief Executive Officer
PicoCELA Inc.
2-34-5 Ningyocho, SANOS Building, Nihonbashi
Chuo-ku, Tokyo 103-0013 Japan
Re:PicoCELA Inc.
Draft Registration Statement on Form F-1
Submitted June 13, 2024
CIK No. 0002018462
Dear Hiroshi Furukawa:
            We have reviewed your draft registration statement and have the following comment(s).
            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 4
1.Please revise your summary to provide a more balanced discussion of your company and
products. Balance the discussion of your strengths with an equally prominent discussion
of your weaknesses, including your history of operating losses, accumulated deficits, and
material risks such as your geographic concentration, reliance on IC-supply and licensed
intellectual property, and limited number of third-party manufacturers.

July 5, 2024
Page 2
2.Please revise the lead-in and table on page 6 to clearly disclose the actual percentages of
your outstanding shares prior to and following the offering ( i.e., not taking into account
the conversion or exercise of any convertible securities, unless and to the extent these will
automatically convert or be exercised in conjunction with the offering). Information
regarding a holder's percentage ownership on an as-converted basis should be provided by
footnote. Additionally revise or remove disclosure that, "Percentage of the voting interest
of our Preferred Shareholders are based on the Common Shares representing the Preferred
Shares they hold as of the date of this prospectus on an as-converted basis."
Risk Factors, page 9
3.Please revise or advise as to the applicability of apparently unrelated disclosures
throughout; for instance, and without limitation, on page 9 ("sales of our condominiums),"
page 12, ("travel and the other products we offer" and "maintain existing properties or
develop new properties"), and page 14 ("a decline in the number of home purchasers").
Please additionally confirm whether the reference on page 21 to the Form 20-F for the
fiscal year ending September 30, 2023, should be updated.
Our business could be materially and adversely disrupted by an epidemic or pandemic...., page 11
4.We note your disclosure regarding the material impacts of COVID-19 since it shut down
the facilities of your corporate customers, where your products would have been installed,
which disrupted your supply chain in overseas outsourced manufacturing
companies. Please revise to more fully explain how your supply chain was impacted by
COVID-19, including whether you were impacted by the global supply shortage of
electrical components, including semiconductor chips, and how this affected your ability
to meet customer orders.
Capitalization, page 31
5.Please address the following items related to your capitalization table:
•Revise to double-underline your cash and cash equivalent balance so it is clear that
cash and cash equivalent is not part of your total capitalization;
•Revise to remove operating lease liabilities from the capitalization table;
•Revise captions for Common Shares and Class A, B and C Preferred Shares to
include the number of authorized, issued and outstanding shares on “as adjusted”
basis; and
•Revise to replace the caption “Accumulated profit” with “Accumulated deficit”.
6.Your disclosures on pages 34 and F-22 indicate that, subsequent to September 30, 2023,
you have issued convertible bond and additional Class C Preferred Shares, as well as
obtained additional borrowing from a bank. Please ensure that these transactions are
reflected in the financial information on a pro forma basis here and in Dilution
disclosures.
We note from your disclosure on page 1 and elsewhere in the filing that your reporting
currency is Japanese Yen (“JPY”). However, in certain sections of your filing, such as
“Capitalization” and “Dilution”, you present amounts in terms of U.S. Dollars. Please
note that amounts throughout the filing should be presented in terms of the JPY.
Additionally, your disclosures in the “Management Discussion and Analysis of Financial 7.

July 5, 2024
Page 3
Condition and Results of Operations” and the “Business” sections include financial
information prior to fiscal 2023 in U.S. Dollars. Please note that convenience translation
is permitted, but only for the most recent fiscal year and interim period. Please revise your
disclosures accordingly. Refer to Rule 3-20(b)(1) of Regulation S-X.
Business
Our Growth Strategies, page 45
8.We note disclosure regarding your future business plans, including transitioning to a
subscription model (with a concurrent reduction in purchase prices), transforming
PicoManager into an online software store selling third-party software, manufacturing and
marketing the PBE module, and expanding into international markets and partnering with
local distributors. Please revise to more fully discuss the steps involved in these business
plans, including obstacles to overcome, and identify related risks and uncertainties.
Include risk factor disclosure as appropriate.
Manufacturing Suppliers, page 50
9.We note your disclosure that you rely on single or limited sources for certain of your
components. Please revise your table on page 51 to clarify what you mean by "Purchase
Amount," and revise to clarify which of your suppliers is a single source supplier. Please
also update your disclosure to disclose whether the contract with Compex has been
renewed. Additionally, please provide updated contracts as exhibits to your registration
statement. In this regard, we note your Exhibit 10.1 is dated as of June 17, 2022.
10.Please disclose what oversight, if any, you maintain on the manufacture of your products
through your third-party manufacturers. If you do not maintain any oversight, please
disclose as much. In this regard, we note your disclosure that your third-party
manufacturers provide sourcing of raw materials, and that they have no discretion in
sourcing replacement chips if Wi-Fi IC chips are short in demand.
Sales and Marketing, page 52
11.We note that you have identified transaction agreements with Customers A, B, C, D, and
E as material contracts. Please revise to identify Customers A, B, C, D, and E.
Intellectual Property, page 56
12.Please revise the disclosure in this section to clearly indicate which intellectual property is
owned by you, and which is licensed. If all the patents listed, issued and pending, are
owned by Kyushu University, clearly so state, and describe which of your products uses
these patents, making corresponding revisions to your risk factor on page 17. Describe the
key provisions of your material license agreement(s), including payment and termination
provisions. If your license agreement(s) are with a related party, include appropriate
disclosure and/or cross-references within your related party transactions section.
Description of Share Capital, page 68
13.Please add disclosure summarizing the differences between your common stock and
preferred stock, for instance with respect to dividends, creditors' rights, rights upon
liquidation or winding up, or other matters. Additionally disclosure whether common and
preferred shares vote together as a class upon matters requiring a shareholder vote.

July 5, 2024
Page 4
14.We note your disclosure that the preferred shares conversion price is subject to adjustment
in the event that you issue common stock for an amount lower than the relevant pre-
adjustment conversion price. Please revise to clarify whether the offering will result in an
adjustment if the initial public offering price is lower than the conversion price for any
series of preferred stock.
Balance Sheets, page F-3
15.Your disclosures on page F-18 state that in the event of distribution of residual assets
upon dissolution of the Company, the Company must pay to the preferred shareholders,
prior to common shareholders, amounts equal to their contributed amounts. As these
amounts appear to be considerably in excess of the par or stated value of these shares,
please revise to disclose in the equity section of the balance sheets the aggregate amount
of liquidation preference of these Preferred Shares. Refer to ASC 505-10-50-4.
Notes to the Financial Statements
Note 12. Equity,, page F-18
16.You disclose on page 68-71 that the conversion prices of Class A, Class B, and Class C
Preferred Shares will be adjusted upon the occurrence of certain events (e.g., issuance of
Common Shares at an amount lower than the conversion price). Please revise to disclose
the terms that change the conversion prices of preferred shares in the notes to the financial
statements, including those related to down-round features, as well as the actual changes
to conversion prices (if any) that have occurred during and subsequent to the reporting
period.
General
17.Please revise your disclosure to clarify whether any outstanding convertible securities
(including, without limitation, your preferred shares, convertible bonds, warrant issued to
Spirit Advisors, and stock options) will automatically convert or be exercised in
conjunction with your initial public offering. Include disclosure within the summary
section to clearly explain how such securities, in addition to the over-allotment shares and
representatives' warrant, are treated in disclosing outstanding shares throughout the
prospectus. Your disclosure should quantify the number of shares that will be outstanding
following the offering, and provide adequate information to additionally allow investors
to determine the number of shares on a fully-diluted basis.
18.We note disclosure on page 5 that indicates ownership will remain concentrated in the
hands of "[y]our management, who will continue to be able to exercise a direct or indirect
controlling influence." Please revise to identify the individual(s) who exercise this
controlling influence, including their ownership interests and management positions.
Additionally revise the generalized cross-reference to reference the specific risk factor
discussing this controlling influence and related risks, such as potential conflicts of
interest. If you will be a controlled company following the offering, disclose this on the
prospectus cover and in the summary, together with the percentage of voting power
controlled by your controlling shareholder(s) and whether you intend to take advantage of
the controlled company exemptions under the applicable listing rules.

July 5, 2024
Page 5
19.We note your disclosure regarding representatives' warrants on page 97. Please reference
these warrants in the table on the prospectus cover, include a description within the
summary section, and file the warrant agreement as an exhibit.
20.We note disclosure relating to your lock-up arrangements includes the qualification, "if
requested by the underwriters." Please revise to clearly state whether your shares will be
subject to lock-up restrictions following the offering, or whether this is subject to the
underwriters' prior request. If the latter is true, additionally disclose any conditions
relating to such request, including whether this is in the underwriters' sole discretion and
the timing thereof, and include appropriate risk factor disclosure. Ensure consistency with
lock-up disclosure appearing elsewhere, including, without limitation, on pages 86 and
98.
21.If holders of your shares or ADSs will be subject to exclusive forum provisions included
in your corporate documents or deposit agreement, then please revise your disclosure to
describe such provisions and include appropriate risk factor disclosure.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Kevin Stertzel at 202-551-3723 if
you have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing