United States securities and exchange commission logo
May 22, 2023
Yoici Ochiai
Chief Executive Officer
Pixie Dust Technologies, Inc.
2-20-5 Kanda Misaki-cho, Chiyoda-ku
Tokyo, 101-0061, Japan
Re: Pixie Dust
Technologies, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted May 3,
2023
CIK No. 0001962845
Dear Yoici Ochiai:
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.
Yoici Ochiai
FirstName LastNameYoiciInc.
Ochiai
Pixie Dust Technologies,
Comapany
May NamePixie Dust Technologies, Inc.
22, 2023
May 22,
Page 2 2023 Page 2
FirstName LastName
Amendment No. 1 to Draft Registration Statement submitted May 3, 2023
Prospectus Summary
Business Overview, page 1
1. We note your revised disclosure in response to comment 5 and reissue
the comment in
part. Please revise the summary to provide additional explanations of
"mechanobiology"
and "metamaterials" to further clarify these terms.
Use of Proceeds, page 54
2. We note your response to prior comment 7 and reissue the comment.
Please revise the
disclosure to indicate the priorities for the uses of proceeds and
provide for estimates for
each of the intended uses. To the extent you are using the proceeds to
support the
development and commercialization of your technologies and products,
indicate how far
you expect the proceeds to progress each of the products under
development, and the
approximate amounts intended to be used for each such purpose. See
Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Comparison of the six months ended October 31, 2021 and 2022, page 68
3. Please revise your discussion to provide more insight and analysis
into your period-over-
period changes in revenue, including significant events that impacted
the timing of
revenue recognition. For example, discuss the concentration of sales
activity that
occurred in October and the reason for it, as referred to in prior
comment 29, the launch of
new products iwasemi and SonoRepro," including relevant
launch dates, etc.
Business, page 78
4. We note your revisions in response to our prior comment 12 and reissue
in part. Please
revise your disclosure to as follows:
We note your disclosure that you have been collaborating with
Shionogi to develop
and commercialize kikippa and that [t]he intellectual
property resulting from the
collaboration is jointly owned by us and Shionogi, except in
cases where the relevant
technologies are independently developed by either party. We
also note your
statement on page 87 that As most of the patents related to
kikippa will be jointly
owned between us and Shionogi, if we implement the patents by
ourselves, we may
do so without consent from Shionogi, but we will be required to
pay them a
customary license fee. Please provide more detail regarding
the rights and
obligations you and Shionogi agreed to with regard to developing
kikippa and the
intellectual property rights, including the terms of the license
fee and any royalty
fees.
We note that you entered into a royalty agreement with Sumitomo
Pharma on March
29, 2023, in which you will pay Sumitomo Pharma a nominal fixed
royalty rate based
Yoici Ochiai
Pixie Dust Technologies, Inc.
May 22, 2023
Page 3
on the total amount of net revenue of the product, net revenue
for installment of the
services and net revenue of monthly service related to the
product. Please revise to
more specifically disclose the royalty rate you are obligated to
pay within a ten
percent range. Please revise to further clarify the material
terms of your joint
ownership agreement with Sumitomo Pharma Co. for VUEVO, including
the
customary terms regarding additional research and development
activities and their
right to collaborate with you on certain matters to be agreed in
the future.
We note that you have entered into royalty and exclusive
manufacturing rights
agreements with Itoki with regard to your iwasemi product. Please
revise to disclose
the terms of the license fee, including any upfront fees paid and
the aggregate amount
of any license fees paid to date.
We also note your response that these contracts are the within the
course of its business
consistent with Regulation S-K, Item 601(b)(10), and we respectfully
disagree. Please file
the above agreements as exhibits to your registration statement.
5. We note your revisions in response to our prior comment 13 and reissue
the comment as
follows:
Please revise to disclose the types of products and companies with
whom your
iwasemi product competes.
As the kikippa product "functions as a desk-top speaker" according
to your disclosure
on page 83, it is unclear on what basis you have determined that
it is "a novel device"
that "faces competition from various providers of devices and
products for
stimulation of the brain, including intellectual games such as
Soduku." Please revise
to clarify.
Given the early stage of your company, the stated use of your
product compared to
that of the named competitors, and the lack of established sales,
it is unclear on what
basis you determined that the VUEVO voice recognition device will
compete with
Amazon's Echo, Google's Home and Google Assistant, Apple's Siri,
or that VUEVO
glasses will compete with Google Glasses, Microsoft's HoloLens or
Meta's AR
glasses.
With respect to iwasemi, clarify the significance of being the
first acoustic
metamaterial for home and office. For example, clarify whether
there are acoustic
metamaterials on the market for other applications that are
impractical for these uses.
Please revise the market and competition sections for your products to
provide this
FirstName LastNameYoici Ochiai
information for the Japanese market, which is the location where you
state you intend to
Comapany NamePixie
market them forDust Technologies,
the foreseeable Inc.rather than global market
figures. We note, for
future,
May 22,example, you3cite the global market figures for iwasemi.
2023 Page
FirstName LastName
Yoici Ochiai
FirstName LastNameYoiciInc.
Ochiai
Pixie Dust Technologies,
Comapany
May NamePixie Dust Technologies, Inc.
22, 2023
May 22,
Page 4 2023 Page 4
FirstName LastName
SonoRepro, page 81
6. We note the revised disclosure in response to comment 14 and reissue
the comment in
part. Please revise the heading and substance of the "Healthcare and
Diversity" section on
page 80 in light of how you intend to market your products. To the
extent you continue to
cite studies related to potential uses of your products that could be
deemed medical
treatments or render your products medical devices, revise those
studies to clarify if they
involved your products specifically, or were general studies related
to technology of the
same type. Clarify to what extent and how you believe the studies
relate to the
performance of your products, if at all, or otherwise clarify the
relationship of the studies
to your products. For example, for SonoRepro, clarify whether the
ultrasound in the study
on page 81 is the same strength and mode of delivery as the ultrasound
of your device.
Clarify how the study results themselves were significant, as the
results were not
significant except in one category. Clarify how the p value was
measured, as the
definition appears subject to judgment. Please make similar revisions
with respect to each
product for which you cite a study, not limited to SonoRepro and
kikppa.
Collaboration and Commercialization, page 82
7. We note your response to comment 18. Please revise your summary to
clarify your plans
with respect to marketing your products only within Japan for the
foreseeable future.
kikippa
Market and Competition, page 85
8. Please revise to provide your basis to support the statement that
kikippa may be used in
conjunction with medication on cognitive impairment as part of an
individual s overall
care strategy. We note your disclosure that you are not aware of any
such recommended
use by medical practitioners.
VUEVO, page 87
9. We note your response to our prior comment 19 and revised graphic.
Please further revise
the caption to the graphic "Illustration of visual display designed
for VUEVO glasses" to
further explain what the photograph represents or consider removing
the graphic. We
note, for example, that no one in the photo is wearing the glasses. In
addition, please
clarify if the pictured prototype of the VUEVO glasses is a working
prototype or a
representation of what you want the final product to look like.
Yoici Ochiai
FirstName LastNameYoiciInc.
Ochiai
Pixie Dust Technologies,
Comapany
May NamePixie Dust Technologies, Inc.
22, 2023
May 22,
Page 5 2023 Page 5
FirstName LastName
iwasemi, page 90
10. We note your revisions in response to comment 20 and reissue in part.
Please clarify what
research you performed to develop your metamaterials for
soundproofing, including
product development testing, and disclose any product testing for your
material's soundproofing abilities as compared to traditional sound
proofing materials.
For the anecdotal information provided regarding the installations of
your products, please
revise to balance the disclosure with information regarding sound
reduction that would be
expected using a traditional soundproofing materials available for
similar applications.
Intellectual Property, page 95
11. We note your revisions in response to comment 22 and reissue in part.
Please further
revise this section to separately disclose for each material patent or
patent application
(including your licensed patents), whether the patents are owned or
licensed, the type of
patent protection, the expiration dates, and applicable jurisdictions.
Consider providing
this disclosure in a tabular format to increase investor understanding
of your intellectual
property rights.
Compensation of our Directors and Corporate Auditor, page 108
12. We note your response to comment 24 and reissue the comment. Please
provide the
compensation information on an individual basis as required by Item
6.B of Form 20-F or
tell us why individualized information is not required.
You may contact Michael Fay at 202-551-3812 or Al Pavot at 202-551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Jordan Nimitz at 202-551-5831 or Abby Adams at 202-551-6902 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Industrial Applications and
Services
cc: Barbara A. Jones, Esq.