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.
7.     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
 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