SecProbe.io

July 3, 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
Response dated June 13, 2024
File No. 333-194748
Dear Alan Lui Wai Leung:
            We have reviewed your June 13, 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 May 30, 2024 letter.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 1. Business, page 4
1.In future filings, please disclose prominently that you are not a Chinese operating
company but a Delaware holding company with operations conducted by your
subsidiaries based in China and that this structure involves unique risks to investors. Your
disclosure should acknowledge that Chinese regulatory authorities could disallow this
structure, which would likely result in a material change in your operations and/or a
material change in the value of your securities, including that it could cause the value of
such securities to significantly decline or become worthless. Provide a cross-reference to
your detailed discussion of risks facing the company as a result of this structure.
In future filings, provide prominent disclosure about the legal and operational risks
associated with being based in or having the majority of the company’s operations in
China. Your disclosure should make clear whether these risks could result in a material
change in your operations and/or the value of your securities or could significantly limit 2.

July 3, 2024
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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. Your disclosure should
address how recent statements and regulatory actions by China’s government, such as
those related to the use of variable interest entities and data security or anti-monopoly
concerns, have or may impact the company’s ability to conduct its business or accept
foreign investments. Please disclose the location of your auditor’s headquarters and
whether and how the Holding Foreign Companies Accountable Act, as amended by the
Consolidated Appropriations Act, 2023, and related regulations will affect your company.
Provide cross-references to individual risk factors that discuss these topics.
3.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, we note that you have used “our PRC
subsidiaries” in your proposed disclosure responsive to prior comment 1, but it is unclear
which entities this includes. Additionally, disclose, if true, that your subsidiaries conduct
operations in China and that the holding company does not conduct operations. State
clearly the entity (including the domicile) in which investors hold an interest.
4.Please provide a definition of “the PRC” that clarifies whether you include Hong Kong
within such term. If you carve out Hong Kong from this definition, state that the legal and
operational risks associated with operating in the PRC also apply to operations in Hong
Kong.
5.It appears that certain of your subsidiaries are organized under the laws of Hong Kong
and have operations in Hong Kong. In future filings, include discussion of the applicable
laws and regulations of Hong Kong, as well as the related risks and consequences, in your
Item 1 disclosure. Examples of location-specific regulations that should be discussed
include enforceability of civil liabilities in Hong Kong and 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 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.
6.Provide a more thorough description of how cash is transferred through your organization
in future filings. In this regard, we note that your proposed disclosure in response to prior
comment 1 only discusses the transfer of funds between the holding company and Hong
Kong subsidiary HCHK, rather than the transfer of funds throughout your whole
organization. Additionally, please provide a cross-reference to the discussion of
limitations on your ability to transfer cash between you, your subsidiaries, or investors in
your risk factors section.
In future filings, please amend your disclosure in Item 1 and 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
 7.

July 3, 2024
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PRC government to transfer cash. Provide a cross-reference to your summary risk factors
and risk factors discussions.
8.Please provide early in Item 1 of future filings a diagram of the company’s corporate
structure, identifying the person or entity that owns the equity in each depicted entity.
Identify clearly the entity in which investors hold their interest and the entities in which
the company’s operations are conducted.
9.Include a summary of risk factors 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 annual report. For example, specifically discuss
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 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.
10.In future filings, revise to disclose each permission or approval that you or your
subsidiaries are required to obtain from Chinese authorities to operate your business and
to offer securities to investors. State whether you or your 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. Please also describe the
consequences to you and your investors if you or your subsidiaries: (i) do not receive or
maintain such permissions and approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
11.We note that the CSRC recently published Trial Measures that impose certain filing
requirements for direct and indirect overseas listings and offerings. Please disclose how, if
at all, the Trial Measures apply to you and any offerings of your securities.
Item 1A. Risk Factors
Risks Related to Doing Business in the People's Republic of China ("PRC"), page 16
Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise future filings to describe any material impact
that intervention, influence, or control by the Chinese government has or may have on
your business or on the value of your securities. Highlight separately 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. Also, 12.

July 3, 2024
Page 4
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers, acknowledge the risk that any such action 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.
We remind you that, pursuant to federal securities rules, the term “control” (including the
terms “controlling,” “controlled by,” and “under common control with”) means “the
possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting securities,
by contract, or otherwise.”
13.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, please revise your disclosure to explain how this
oversight impacts your business and to what extent you believe that you are compliant
with the regulations or policies that have been issued by the CAC to date.
General
14.We note your statement on page 21 of the Form 10-K for the year ended December 31,
2023 that members of your senior management team “have their primary residences and
business offices in Asia.” If any of your directors, officers, or members of senior
management are located in the PRC or Hong Kong, revise future filings to (i) state that
that is the case and identify the relevant individuals, and (ii) include a separate
“Enforceability” section with disclosure comparable to that required by Item 101(g) of
Regulation S-K. Please also revise your risk factor regarding enforceability at page 21 to
address more clearly challenges of bringing actions against such individuals.
            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