United States securities and exchange commission logo
June 23, 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.
Registration
Statement on Form F-1
Filed June 7, 2023
File No. 333-272476
Dear Yoici Ochiai:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 filed June 7, 2023
Use of Proceeds, page 54
1. We note your revisions
in response to our prior comment 2, and we note your statement
that 18% of the net
proceeds will be allocated towards developing prototypes of new
proprietary
soundproofing metamaterials and a mass production prototype model for
VUEVO glasses. Please
revise your disclosure to further specify the approximate amount
of proceeds you intend
to allocate towards each of these uses.
Yoici Ochiai
FirstName LastNameYoiciInc.
Ochiai
Pixie Dust Technologies,
Comapany
June NamePixie Dust Technologies, Inc.
23, 2023
June 23,
Page 2 2023 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Comparison of the six months ended October 31, 2021 and 2022, page 64
2. We note your amended disclosure that "[t]he decline in solution
services was primarily
due to lower demand for COVID-19 related solutions, which impacted our
magickiri
sales." Throughout your filing where you discuss your products and
services, please
describe your "magickiri" solutions. In this regard, we note your
references to your
"magickiri" services throughout the filing, but it is unclear what
these services entail.
Business
Overview, page 78
3. We note your statement on page 78 that mechanobiological research
findings have the
potential to be used to develop new health care and personal care
options "such as
accelerating fracture healing with ultrasonic vibrations or enhancing
wound healing
through suction pressure." Please revise to provide your basis to
support these claims and
explain the relevance of those claims to your products, or
alternatively remove the claims.
In this regard, we note that your personal care products "are not
marketed, nor intended to
be used, as medical devices."
kikippa
Related Research and Potential Future Developments, page 84
4. We note your revisions in response to our prior comment 6 and reissue
in part. It is not
clear how the results of your kikippa studies support your claims
about kikippa. Given that
your study results appear to indicate only that modulated sound will
produce an increase
in brain activity and that modulated sound stimuli can
synchronize brain waves at their
modulation frequency, please remove the below statements from your
filing:
On page 84, "[a]cademic research has suggested that listening
to sound pulses
corresponding to gamma waves in the brain (approximately 40 Hz)
may improve
cognitive function ; and
On page 85, that [y]our studies, as well as research
performed by other groups
unrelated to us, suggest potential connections not only between
diseases and brain
waves, but also between emotional states and brain waves.
Alternatively, please provide a basis to support these statements.
Please also clarify how
your studies suggest potential connections between diseases, emotional
states and brain
waves, as well as the significance of phase locking indices on
page 85.
Market and Competition, page 85
5. We note your revisions in response to our prior comment 5 and reissue
in part. It is
unclear how the entertainment headsets that you reference on page 85
are appropriate
Yoici Ochiai
FirstName LastNameYoiciInc.
Ochiai
Pixie Dust Technologies,
Comapany
June NamePixie Dust Technologies, Inc.
23, 2023
June 23,
Page 3 2023 Page 3
FirstName LastName
competitors to kikippa, given that kikippa functions as a desk
speaker. Please revise to
provide your basis that kikippa competes in the same markets as these
products.
6. We note your revisions in response to our prior comment 8. We also
note your statement
that "kikippa is a device that generates modulated sound with the
expectation to stimulate
certain brain wave activity that my have a beneficial effect on the
brain." Efficacy
conclusions are within the sole authority of the FDA and are assessed
throughout the
entire development process. Given that you do not intend to market
your products as
medical devices and none of your candidates have received FDA
approval, it is not
appropriate to state, imply or predict that they are effective. Please
remove all statements
related to the efficacy of your product candidates.
Vuevo, page 87
7. We note your revisions in response to our prior comment 9 and reissue
in part. Please
clarify if the pictured prototype of the VUEVO glasses is a working
prototype or a
representation of the intended final product.
iwasemi, page 90
8. We note your revisions in response to our prior comment 10 and reissue
in part. Please
explain the meaning of the following terms from your iwasemi study
descriptions on
pages 91-93, and their significance in the context of your studies:
"sound absorption coefficient";
"normal incidence based on ISO 10534-2:1998";
"in-phase" and "out-phase";
"transfer-function method"; and
"aperture rate."
Intellectual Property, page 96
9. We note your revisions in response to our prior comment 11 and reissue
in part. Please
revise your patent table to provide the expiration dates for all your
pending patent
applications.
Exhibits
10. Please file your by-laws to be effective upon completion of this
offering as an exhibit to
your registration statement. Note that we may have further comment
after review of this
document.
General
11. We note your disclosure on page 42 that "[a]fter this offering, our
directors, executive
officers, and founders and their respective affiliates will own shares
representing
approximately 56.2% of our outstanding common shares. As a result,
these shareholders,
Yoici Ochiai
Pixie Dust Technologies, Inc.
June 23, 2023
Page 4
if they act together, will be able to influence our management and
affairs and all matters
requiring shareholder approval." Disclose on your prospectus cover page,
if true, that you
will be a controlled company for Nasdaq purposes after this offering.
Include a risk factor
discussing the risks associated with being a controlled company.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Michael Fay at 202-551-3812 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jordan Nimitz at 202-551-5831 or Katherine Bagley at 202-551-2545 with
any other
questions.
Sincerely,
FirstName LastNameYoici Ochiai Division of
Corporation Finance
Office of Industrial
Applications and
Comapany NamePixie Dust Technologies, Inc.
Services
June 23, 2023 Page 4
cc: Barbara A. Jones, Esq.
FirstName LastName