September 19, 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 September 9, 2024
           File No. 333-194748
Dear Alan Lui Wai Leung:

       We have reviewed your September 9, 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 August
22, 2024 letter.

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

1.     We note your response to prior comment 4. Please further revise and
restructure your
       disclosure regarding permissions and approvals as follows:
           Relocate the paragraph beginning, "As of the date of this annual
report, we believe
           that our PRC subsidiaries have obtained the requisite licenses and
permits..." in your
           proposed Item 1A disclosure so that it is provided in Item 1
alongside your disclosure
           regarding permissions and approvals applicable to the holding
company and Hong
           Kong subsidiaries.
           Affirmatively identify the "requisite licenses and permits" that you
state your PRC
           subsidiaries are required to obtain from PRC authorities for
business operations.
           Clarify whether you have relied upon an opinion of counsel with
respect to your
           conclusion that Hapi Metaverse Inc. and your Hong Kong subsidiaries
are not
           required to obtain permissions or approvals from Chinese authorities
to operate your
 September 19, 2024
Page 2

           business and offer securities to foreign investors, and if not,
explain why such an
           opinion was not obtained. In this regard, we note that your
explanation as to why you
           did not obtain an opinion of counsel in Item 1A only speaks to your
PRC
           subsidiaries.
             Revise the paragraph beginning, "Some of the risks that we may be
exposed to
           include...the risk that (i) we could fail to correctly..." in your
proposed Item 1
           disclosure to acknowledge that you also face risk if you do not
receive or maintain
           necessary permissions or approvals. Remove the qualifier that the
risk of being
           "required to obtain approvals in the future" applies only "for our
Hong Kong
           subsidiaries," as it appears that the holding company and PRC
subsidiaries also face
           this risk.
2.     We note that in response to prior comment 10 you have added a bulleted
summary of risk
       factors related to your operations in the PRC and Hong Kong. Please
expand such
       summary to include discussion of risks arising from the legal 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 in the summary of risk factors 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. In this regard,
       we note that you have added this requested disclosure in a paragraph
separated from the
       risk factors summary rather than in the summary itself. Additionally, we
reissue the
       portion of prior comment 10 requesting that for each of the bulleted
summary risk factors,
       you provide an individual cross-reference to the related risk factor in
Item 1A of the
       annual report.
3.     We note your response to prior comment 8 but are unable to locate
responsive revisions
       and reissue. Please restructure to 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 this
regard, we note that the
       paragraphs beginning "The principal regulations governing foreign
currency exchange in
       the PRC..." and "To the extent cash in the business..." continue to be
the only cash
       transfer-related disclosure in Item 1, and we are unable to locate any
proposed revisions to
       Item 7. In your Item 1 disclosure, provide a cross-reference to
individual related risk
       factors within Item 1A. Additionally, please enhance your description of
how cash is
       transferred throughout your organization to explain how funds are
transferred between
       your PRC subsidiaries and the holding company.
 September 19, 2024
Page 3

Item 1A. Risk Factors
Risks Related to Doing Business in the People's Republic of China ("PRC"), page
16

4.     We note your response to prior comment 11 but are unable to locate
responsive revisions
       and reissue in part. Highlight separately in your proposed Item 1A 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. We continue to note that your statement,    The Chinese
government has
       exercised and can continue to exercise substantial control to intervene
on virtually every
       sector through regulation and state ownership, and as a result, it can
influence the manner
       in which we must conduct our business activities and effect material
changes in our
       operations and/or the value of our securities,    does not include all
requested disclosure.
5.     Your added disclosure that, "As of December 31, 2023...a total
$1,050,977 was
       transferred to [the Company's] Hong Kong subsidiaries for their daily
operation use..."
       appears to conflict with your statement that, "As of the date hereof,
there have not been
       any dividends or distributions made between the holding company, its
subsidiaries, and to
       investors." Please explain or revise, and state whether these transfers
to the Hong Kong
       subsidiaries are the only transfers, dividends, or distributions made to
date between the
       holding company, its subsidiaries, or to investors. Provide
cross-references to the
       consolidated financial statements.
       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