August 22, 2024

Alan Lui Wai Leung
Chief Financial Officer
Hapi Metaverse Inc.
4800 Montgomery Lane, Suite 210
Bethesda, MD 20814

       Re: Hapi Metaverse Inc.
           Form 10-K for Fiscal Year Ended December 31, 2023
           Response dated July 22, 2024
           File No. 333-194748
Dear Alan Lui Wai Leung:

       We have reviewed your July 22, 2024 response to our comment letter and
have the
following comment(s).

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

        After reviewing your response to this letter, we may have additional
comments. Unless we
note otherwise, any references to prior comments are to comments in our July 3,
2024 letter.

Form 10-K for Fiscal Year Ended December 31, 2023
Item 1. Business, page 4

1.     Your proposed Item 1 disclosure in response to prior comment 2 states
that there are
       "significant legal and operational risks associated with our operations
being in Hong
       Kong," but it appears from your organizational chart and disclosure at
page 6 of the
       annual report that you also conduct operations through subsidiaries in
the PRC. You also
       refer to "the business operations of our PRC subsidiaries" later in your
proposed
       disclosure. If accurate, please revise to state also that there are
legal and operational risks
       associated with your operations in the PRC, and similarly revise the
description of
       yourself as "a U.S. incorporated company with a Hong Kong subsidiary" to
reflect that
       you have subsidiaries in mainland China. Relocate the statement that the
"legal and
       operational risks associated with operating in the PRC also apply to
operations in Hong
       Kong" so that it is provided as a standalone, prominent sentence.
Additionally, please
       cross-reference individual risk factors in your proposed Item 1
disclosure instead of the
 August 22, 2024
Page 2

       general "Risks Related to Doing Business in the People's Republic of
China" and "Risks
       Related to Doing Business in Hong Kong" sections.
2.     We note your response to prior comment 3 and reissue in part. Clearly
disclose in future
       filings how you will refer to the holding company and subsidiaries when
providing the
       disclosure throughout the document so that it is clear to investors
which entity the
       disclosure is referencing and which subsidiaries or entities are
conducting the business
       operations. For example, while we note that "Company," "we," "us" and
"our" refer to
       Hapi Metaverse Inc. per page 2 of the annual report, it remains unclear
from your
       proposed Item 1 disclosure how "our Hong Kong subsidiary," "our Hong
Kong
       subsidiaries," and "our PRC subsidiaries" are defined.
3.     We reissue the portion of prior comment 4 requesting a definition of
"the PRC" and/or
       "China" that clarifies whether you include Hong Kong within such terms.
In this regard,
       we note that the annual report, as supplemented by your proposed
disclosure, refers to the
       PRC, Mainland China, and China without defining any such terms.
4.     We note your response to prior comment 10, but your proposed Item 1
disclosure speaks
       only to permissions and approvals that "Hapi Metaverse Inc. and our Hong
Kong
       subsidiaries" are required to obtain from Chinese authorities. Please
revise to disclose
       each permission or approval that you or any of your subsidiaries,
including your PRC
       subsidiaries, are required to obtain to operate your business and to
offer securities to
       investors, and state whether you or any such subsidiaries are covered by
permissions
       requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace
       Administration of China (CAC), or any other governmental agency, and
state
       affirmatively whether you have received all requisite permissions or
approvals and
       whether any permissions or approvals have been denied. In this regard,
we note your
       proposed risk factor disclosure that you and your PRC subsidiaries "have
obtained the
       requisite licenses and permits from the PRC government authorities that
are material for
       the business operations...," but you do not provide this disclosure in
Item 1 of the annual
       report or identify the "requisite licenses and permits." Such disclosure
also should not be
       qualified by materiality. Additionally, it does not appear that you have
relied upon an
       opinion of counsel with respect to your conclusions regarding
permissions and approvals
       to operate your business and to offer securities to investors. If true,
state as much and
       explain why such an opinion was not obtained. Lastly, where you discuss
potential
       consequences if you "inadvertently conclude that such approvals are not
required"
       or "applicable laws, regulations or interpretations change such that we
are required to
       obtain approvals in the future," revise to also discuss consequences if
you or your
       subsidiaries do not receive or maintain such permissions and approvals.
5.     Please further revise your proposed Item 1 disclosure regarding the
Holding Foreign
       Companies Accountable Act, as amended by the Consolidated Appropriations
Act, 2023,
       to better explain how such regulations affect your company in light of
its specific
       circumstances. In this regard, we note that you state that a lack of
inspection of your
       auditor by the PCAOB "could cause our securities to be delisted from a
stock exchange (if
       applicable)," but it does not appear that your securities are currently
listed on an
       exchange. Ensure that your disclosure distinguishes between what is
applicable to the
       company now versus only applicable if your circumstances change, such as
by achieving
       exchange listing.
 August 22, 2024
Page 3

6.     Please revise the organizational chart provided in response to prior
comment 8 to identify
       clearly the entity in which investors hold their interest. Clarify
whether you have
       identified all entities in which the company's operations are conducted.
In this regard, we
       note that some entities have parentheticals indicating certain business
activities (e.g.,
       "travel business" and "F&B business"), but it is unclear whether these
are the only
       operational entities. Lastly, identify in the chart the person or entity
with the remaining
       50% ownership of Smart Reward Express Limited.
7.     We note your response to prior comment 5 and reissue in part. In future
filings, disclose in
       Item 1 how regulatory actions related to data security or anti-monopoly
concerns in Hong
       Kong have or may impact the company's ability to conduct its business
and accept foreign
       investment. Include risk factor disclosure in Item 1A explaining whether
there are laws
       or regulations in Hong Kong that result in oversight over data security,
how this oversight
       impacts the company   s business, and to what extent the company
believes that it is
       compliant with the regulations or policies that have been issued. In
this regard, we note
       that your proposed disclosure focuses only on PRC-specific data security
and
       cybersecurity regulations, such as the Cybersecurity Review Measures,
without also
       addressing Hong Kong-specific ones.
8.     We note your response to prior comment 6. Please include all disclosure
regarding the
       transfer of cash through your organization, amounts transferred to date
between the
       holding company, its subsidiaries, and investors, foreign exchange and
cash transfer
       restrictions, and restrictions or limitations on your ability to
distribute earnings to the
       parent company and U.S. investors, including what is currently provided
under
       "Regulations Relating to Foreign Exchange and Transfers of Cash to and
from Our
       Subsidiaries," in the proposed Item 1 disclosure for future filings, as
well as in Item 7.
       Management's Discussion and Analysis of Financial Condition and Results
of Operations.
       In your Item 1 disclosure, provide a cross-reference to individual
related risk factors.
       Additionally, please enhance your description of how cash is transferred
throughout your
       organization to explain how funds are transferred from your PRC
subsidiaries to the
       holding company, as you only address how they get from your intermediate
Hong Kong
       subsidiary to the holding company.
9.     We note your response to prior comment 7 but are unable to locate
responsive revisions
       and reissue. In future filings, please amend your disclosure in Item 1,
including in the
       summary risk factors, and risk factors sections to state that, to the
extent cash in the
       business is in the PRC or Hong Kong or a PRC or Hong Kong entity, the
funds may not
       be available to fund operations or for other use outside of the PRC or
Hong Kong due to
       interventions in or the imposition of restrictions and limitations on
the ability of you or
       your subsidiaries by the PRC government to transfer cash. In Item 1,
provide a cross-
       reference to your risk factors discussion.
10.    We are unable to locate revisions in response to prior comment 9 and
reissue. Include a
       summary of risk factors (i.e., a series of concise, bulleted or numbered
statements) in Item
       1 of future filings, and disclose in such summary the risks that your
corporate structure
       and being based in or having the majority of the company   s operations
in China poses to
       investors. In particular, describe the significant regulatory,
liquidity, and enforcement
       risks with cross-references to the more detailed discussion of these
risks in the risk factors
       section of the annual report. For example, specifically discuss risks
arising from the legal
 August 22, 2024
Page 4

       system in China, including risks and uncertainties regarding the
enforcement of laws and
       that rules and regulations in China can change quickly with little
advance notice; and the
       risk that the Chinese government may intervene or influence your
operations at any time,
       or may exert more control over offerings conducted overseas and/or
foreign investment in
       China-based issuers, which could result in a material change in your
operations and/or the
       value of your securities. Acknowledge any risks that any actions by the
Chinese
       government to exert more oversight and control over offerings that are
conducted
       overseas and/or foreign investment in China-based issuers could
significantly limit or
       completely hinder your ability to continue to offer securities to
investors and cause the
       value of such securities to significantly decline or be worthless.
Item 1A. Risk Factors
Risks Related to Doing Business in the People's Republic of China ("PRC"), page
16

11.    We note your response to prior comment 12 and reissue in part. Highlight
separately in
       your proposed risk factor disclosure the risk that the Chinese
government may intervene
       or influence your operations at any time, which could result in a
material change in your
       operations and/or the value of your securities. Your statement that,
"The Chinese
       government has exercised and can continue to exercise substantial
control to intervene on
       virtually every sector...it can influence the manner in which we must
conduct our business
       activities and effect material changes in our operations or the value of
the common stock
       we are registering in this resale," does not include all requested
disclosure. Please also
       remove the reference to registering common stock in a resale offering,
as this appears
       inapplicable in the annual report context.
12.    Please further revise your proposed risk factor disclosure regarding the
policies and
       regulations of the Cyberspace Administration of China (CAC) to clearly
state to what
       extent you believe you are compliant with the regulations or policies
that have been issued
       by the CAC to date.
       Please contact Tony Watson at 202-551-3318 or Adam Phippen at
202-551-3336 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Rebekah Reed at 202-551-5332 or Dietrich King at 202-551-8071 with any
other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Trade &
Services
cc:   Michael Gershon