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CORRESP
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Hapi
Metaverse Inc.

4800
Montgomery Lane, Suite 210

Bethesda,
MD 20814

June
13, 2024

VIA
EDGAR

Tony
Watson and Adam Phippen

Division
of Corporation Finance

Office
of Trade & Services

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Re:
Hapi Metaverse Inc.

Form
10-K for Fiscal Year Ended December 31, 2023 Filed April 1, 2024

File
No. 333-194748

Dear
Mr. Watson and Mr. Phippen:

On
behalf of Hapi Metaverse Inc. (the “Company,” “we,” “us,” or “our”), this letter responds
to comments provided by the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) provided to the undersigned on May 30, 2024, regarding the Company’s Form 10-K filed April 1, 2024
(the “Annual Report”).

For
your convenience, the Staff’s comments have been restated below and the Company’s responses are set forth immediately under
the restated comments. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Annual Report.

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.

Response:
In response to this comment, the Company has provided the proposed revised disclosure appended hereto as Exhibit A. We undertake
to include this revised disclosure in future filings, subject to revisions in the event of changes to applicable law or our business
operations.

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.

Response:
In response to this comment, the Company confirms it does not use a variable interest entity (VIE) structure, and will affirmatively
state as much in future filings.

We
appreciate the opportunity to respond to your comments. If you have further comments or questions, we stand ready to respond as quickly
as possible. If you wish to contact us directly you can reach me at 301-971-3955.

    Sincerely,

    Hapi
    Metaverse Inc.

    By:
    /s/
    Lui Wai Leung, Alan

    Chief
    Financial Officer

Exhibit
A

Proposed
revised disclosure regarding Operations in China for Item 1 of Hapi Metaverse Annual Report:

RISKS
RELATED TO DOING BUSINESS IN THE PEOPLES REPUBLIC OF CHINA (“PRC”)

PRC
Regulations on Enterprises with Foreign Investment

In
accordance with PRC regulations on Enterprises with Foreign Investment and their articles of association, a foreign-invested enterprise
(“FIE”) established in the PRC is required to provide statutory reserves, which are appropriated from net profit, as reported
in the FIE’s PRC statutory accounts. A FIE is required to allocate at least 10% of its annual after-tax profit to the surplus reserve
until such reserve has reached 50% of its respective registered capital (based on the FIE’s PRC statutory accounts). The aforementioned
reserves may only be used for specific purposes and may not be distributed as cash dividends. Until such contribution of capital is satisfied,
the FIE is not allowed to repatriate profits to its stockholders, unless approved by the State Administration of Foreign Exchange. After
satisfaction of this requirement, the remaining funds may be appropriated at the discretion of the FIE’s board of directors. Our
subsidiary, HCCN, qualifies as a FIE and is therefore subject to the above-mandated regulations on distributable profits.

Additionally,
in accordance with PRC corporate law, a domestic enterprise is required to maintain a surplus reserve of at least 10% of its annual after-tax
profit until such reserve has reached 50% of its respective registered capital based on the enterprise’s PRC statutory accounts.
The aforementioned reserves can only be used for specific purposes and may not be distributed as cash dividends. HCDG and HCGZ were established
as domestic enterprises; therefore, each is subject to the above-mentioned restrictions on distributable profits.

As
a result of PRC laws and regulations that require annual appropriations of 10% of after-tax income to be set aside, prior to payment
of dividends, in a general reserve fund, the Company’s PRC subsidiaries are restricted in their ability to transfer a portion of
their net assets to the Company as a dividend or otherwise.

Regulations
on Tax

PRC
Enterprise Income Tax

The
PRC enterprise income tax, or EIT, is calculated based on the taxable income determined under the applicable EIT Law and its implementation
rules, which became effective on January 1, 2008. The EIT Law imposes a uniform enterprise income tax rate of 25% on all resident enterprises
in China, including foreign-invested enterprises.

The
EIT Law and its implementation rules permit certain High and New Technologies Enterprises, or HNTEs, to enjoy a reduced 15% enterprise
income tax rate subject to these HNTEs meeting certain qualification criteria. In addition, the relevant EIT laws and regulations also
provide that entities recognized as Software Enterprises are able to enjoy a tax holiday consisting of a 2-year-exemption commencing
from their first profitable year and a 50% reduction in ordinary tax rate in the subsequent three years, while entities qualified as
Key Software Enterprises can enjoy a preferential EIT rate of 10%. A number of our PRC subsidiaries and operating entities enjoy these
types of preferential tax treatment.

According
to Circular 82, a Chinese-controlled offshore incorporated enterprise will be regarded as a PRC tax resident by virtue of having a “de
facto management body” in China and will be subject to PRC enterprise income tax on its worldwide income only if all of the following
criteria are met:

●
the primary location of the day-to-day operational management is in the PRC;

●
decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations
or personnel in the PRC;

●
the enterprise’s primary assets, accounting books and records, company seals, and board and shareholders meeting minutes are located
or maintained in the PRC; and

●
50% or more of voting board members or senior executives habitually reside in the PRC.

We
do not believe that we meet any of the conditions outlined in the immediately preceding paragraph.

Under
Circular 698, if a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly by disposition of the
equity interests of an overseas non-public holding company and such overseas holding company is located in a tax jurisdiction that: (i)
has an effective tax rate less than 12.5%, or (ii) does not tax foreign income of its residents, the non-resident enterprise, being the
transferor, must report such disposition to the PRC competent tax authority of the PRC resident enterprise. The PRC tax authority may
disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose
of reducing, avoiding, or deferring PRC tax. As a result, gains derived from such disposition may be subject to a PRC withholding tax
rate of up to 10%. Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident
enterprise to its related parties at a price which is not on an arm’s length basis and results in reducing the taxable income,
the relevant tax authority has the power to make a reasonable adjustment as to the taxable income of the transaction. Circular 698 was
retroactively effective on January 1, 2008. On March 28, 2011, the State Administration of Taxation released SAT Public Notice 24 to
clarify several issues related to Circular 698. SAT Public Notice 24 became effective on April 1, 2011. According to SAT Public Notice
24, the term “effective tax” refers to the effective tax on the gain derived from disposition of the equity interests of
an overseas holding company; and the term “does not impose income tax” refers to cases where the gains derived from disposition
of the equity interests of an overseas holding company is not subject to income tax in the country or region where the overseas holding
company is a resident. There is uncertainty as to the application of Circular 698.

PRC
Business Tax

Pursuant
to applicable PRC tax regulations, any entity or individual conducting business in the service industry is generally required to pay
a business tax at the rate of 5% on the revenues generated from providing such services. However, if the services provided are related
to technology development and transfer, such business tax may be exempted subject to approval by the relevant tax authorities.

In
November 2011, the Ministry of Finance and the State Administration of Taxation promulgated the Pilot Plan for Imposition of Value-Added
Tax to Replace Business Tax. Pursuant to this plan and relevant notices, from August 1, 2013, a value-added tax will generally be imposed
to replace the business tax in the transport and shipping industry and some of the modern service industries on a nationwide basis. A
value-added tax, or VAT, rate of 6% applies to revenue derived from the provision of some modern services. Unlike business tax, a taxpayer
is allowed to offset the qualified input VAT paid on taxable purchases against the output VAT chargeable on the modern services provided.
Accordingly, although the 6% VAT rate is higher than the previously applicable 5% business tax rate, no materially different tax cost
to us has resulted or do we expect to result from the replacement of the business tax with a VAT on our services.

Regulations
Relating to Foreign Exchange and Transfers of Cash to and from Our Subsidiaries

Foreign
Exchange Regulation

The
principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations. Under the PRC
foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange
transactions, may be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. By
contrast, approval from or registration with appropriate government authorities is required where RMB is to be converted into foreign
currency and remitted out of China to pay capital expenses such as the repayment of foreign currency-denominated loans or foreign currency
is to be remitted into China under the capital account, such as a capital increase or foreign currency loans to our PRC subsidiaries.

Transfers
of Cash to and from Our Subsidiaries

Our
equity structure is a direct holding company structure. Within our direct holding company structure, the cross-border transfer of funds
between our corporate entities is legal and compliant with the laws and regulations of the PRC. After the foreign investors’ funds
enter HMI, the funds can be directly transferred to the PRC operating companies through its subsidiaries. Specifically, HMI is permitted
under Delaware law to provide funding to our subsidiary, HCHK, in Hong Kong through loans or capital contributions without restrictions
on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements. HCHK is
also permitted under the laws of Hong Kong to provide funding to HMI through dividend distribution without restrictions on the amount
of the funds. As of the date hereof, there have not been any dividends or distributions made between the holding company, its subsidiaries,
and to investors.

We
currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not
anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will
be made at the discretion of our Board of Directors after considering our financial condition, results of operations, capital requirements,
contractual requirements, business prospects and other factors the Board of Directors deems relevant, and subject to the restrictions
contained in any future financing instruments.

Subject
to the Delaware General Corporation Law and our bylaws, our Board of Directors may authorize and declare a dividend to shareholders at
such time and of such an amount as it thinks fit if they are satisfied, on reasonable grounds, that immediately following the dividend
the value of our assets will exceed our liabilities and we will be able to pay our debts as they become due.

The
People’s Bank of China and the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control
measures, including vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments
and shareholder loan repayments. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividends
and other distributions may be subject to tightened scrutiny in the future. The PRC government also imposes controls on the conversion
of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing
the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore,
if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to
pay dividends or make other payments. If we or our subsidiaries are unable to receive all of the revenues from our operations, we may
be unable to pay dividends on our common stock.

Cash
dividends, if any, on our common stock will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes,
any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding
tax at up to 10%.

As
of the date hereof, our PRC subsidiaries have not made any transfers or distributions. As of the date hereof, no cash or asset transfers
have occurred between the Company and its subsidiaries. We do not expect to pay any cash dividends in the foreseeable future. Furthermore,
as of the date hereof, no cash generated from one subsidiary is used to fund another subsidiary’s operations and we do not anticipate
any difficulties or limitations on our ability to transfer cash between subsidiaries. We have also not installed any cash management
policies that dictate the amount of such funds and how such funds are transferred.

Foreign
Corrupt Practices Act and Chinese anti-corruption law

We
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