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May 30, 2024
Alan Lui Wai Leung
Chief Financial Officer
Hapi Metaverse Inc.
4800 Montgomery Lane, Suite 210
Bethesda, MD
Re:Hapi Metaverse Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Filed April 1, 2024
File No. 333-194748
Dear Alan Lui Wai Leung:
            We have reviewed your filing 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.
Form 10-K for Fiscal Year Ended December 31, 2023
General
1.It appears that the majority of your operations are conducted in the PRC and/or Hong
Kong. We note, for example, that for the year ended December 31, 2023, revenues were
primarily generated from provision of "AI chatbot services" to a Hong Kong entity and
through your food & beverage and travel businesses conducted through Hong Kong and
PRC entities. Please revise future filings, as applicable, to provide more specific and
prominent disclosures about the legal and operational risks associated with China-based
companies. For additional guidance, please see the Division of Corporation Finance's
Sample Letter to China-Based Companies issued by the Staff in December 2021. To the
extent the Sample Letter to China-Based Companies requests disclosure on the prospectus
cover page or in the prospectus summary, please provide such disclosure at the beginning
of Item 1 of Form 10-K; in addition, please include a discussion of the transfer of cash
within the company in Item 7 of Form 10-K. In your response, provide us with the
proposed revised disclosure you undertake to include in future filings.

 FirstName LastNameAlan Lui Wai Leung
 Comapany NameHapi Metaverse Inc.
 May 30, 2024 Page 2
 FirstName LastName
Alan Lui Wai Leung
Hapi Metaverse Inc.
May 30, 2024
Page 2
2.Please confirm whether you use a variable interest entity (VIE) structure. In this regard,
we note your reference to "the businesses that certain of the variable interest entities
operate" on page 18.  If you do not use a VIE structure, please affirmatively state as much
in future filings and tailor your proposed disclosure responsive to the Sample Letter to
China-Based Companies accordingly.
            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.
            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