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

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
 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