October 23, 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 October 7, 2024
           File No. 333-194748
Dear Alan Lui Wai Leung:

       We have reviewed your October 7, 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
September 19, 2024 letter.

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

1.     We note your revised disclosure in response to prior comments 3 and 5.
Please further
       revise your disclosure regarding cash flows throughout the organization
and foreign
       exchange and cash transfer restrictions as follows:
           Relocate the paragraph beginning, "Our equity structure is a direct
holding
           company structure..." in Item 1 so that it is provided above the
paragraph
           beginning, "The principal regulations governing foreign currency
exchange...," to
           better contextualize for investors the transition to cash transfer
disclosure.
           Enhance this paragraph so that it provides a full description of how
cash is
           transferred throughout your organization, as we note that it is more
brief and does
           not provide as much information as the comparable paragraphs in your
proposed
           Item 1A and Item 7 disclosure.
 October 23, 2024
Page 2

             Provide the paragraph regarding cash amounts transferred from the
holding
           company to various subsidiaries in the year ended December 31, 2023
(i.e., "As of
           December 31, 2023, the Company received $1,372,411...") in Item 1.
We note
           that this disclosure is only provided in Item 1A and Item 7.
             Remove or revise the statement in your proposed Item 1A disclosure
that, "As of
           the date hereof, no cash or asset transfers have occurred between
the Company
           and its subsidiaries," as this appears inconsistent with your
disclosure regarding
           cash transfers to various subsidiaries in the year ended December
31, 2023.
             Enhance your proposed Item 7 disclosure so that it also discusses
the restrictions
           on foreign exchange and cash transfers addressed in Item 1 and Item
1A.
             State in Item 7 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 the
Company and our
           subsidiaries by the PRC government to transfer cash.

       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