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

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
 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