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Hapi
Metaverse Inc.

4800
Montgomery Lane, Suite 210

Bethesda,
MD 20814

September
9, 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 August 22, 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

Item
1. Business, page 4

    1.
    Your
    proposed Item 1 disclosure in response to prior comment 2 states that there are “significant legal and operational risks associated
    with our operations being in Hong Kong,” but it appears from your organizational chart and disclosure at page 6 of the annual
    report that you also conduct operations through subsidiaries in the PRC. You also refer to “the business operations of our
    PRC subsidiaries” later in your proposed disclosure. If accurate, please revise to state also that there are legal and operational
    risks associated with your operations in the PRC, and similarly revise the description of yourself as “a U.S. incorporated
    company with a Hong Kong subsidiary” to reflect that you have subsidiaries in mainland China. Relocate the statement that the
    “legal and operational risks associated with operating in the PRC also apply to operations in Hong Kong” so that it is
    provided as a standalone, prominent sentence. Additionally, please cross-reference individual risk factors in your proposed Item
    1 disclosure instead of the general “Risks Related to Doing Business in the People’s Republic of China” and “Risks
    Related to Doing Business in Hong Kong” sections.

Response:
In response to this comment, the Company has provided additional proposed disclosure appended hereto as Exhibit A.

    2.
    We
    note your response to prior comment 3 and reissue in part. 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, while we note that “Company,”
    “we,” “us” and “our” refer to Hapi Metaverse Inc. per page 2 of the annual report, it remains
    unclear from your proposed Item 1 disclosure how “our Hong Kong subsidiary,” “our Hong Kong subsidiaries,”
    and “our PRC subsidiaries” are defined.

Response:
In response to this comment, the Company has provided additional proposed disclosure appended hereto as Exhibit A.

    3.
    We
    reissue the portion of prior comment 4 requesting a definition of “the PRC” and/or “China” that clarifies
    whether you include Hong Kong within such terms. In this regard, we note that the annual report, as supplemented by your proposed
    disclosure, refers to the PRC, Mainland China, and China without defining any such terms.

Response:
In response to this comment, the Company has provided additional proposed disclosure appended hereto as Exhibit A.

    4.
    We
    note your response to prior comment 10, but your proposed Item 1 disclosure speaks only to permissions and approvals that “Hapi
    Metaverse Inc. and our Hong Kong subsidiaries” are required to obtain from Chinese authorities. Please revise to disclose each
    permission or approval that you or any of your subsidiaries, including your PRC subsidiaries, are required to obtain to operate your
    business and to offer securities to investors, and state whether you or any such 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. In this regard, we note your proposed risk factor disclosure that you and your PRC subsidiaries “have obtained
    the requisite licenses and permits from the PRC government authorities that are material for the business operations...,” but
    you do not provide this disclosure in Item 1 of the annual report or identify the “requisite licenses and permits.” Such
    disclosure also should not be qualified by materiality. Additionally, it does not appear that you have relied upon an opinion of
    counsel with respect to your conclusions regarding permissions and approvals to operate your business and to offer securities to
    investors. If true, state as much and explain why such an opinion was not obtained. Lastly, where you discuss potential consequences
    if you “inadvertently conclude that such approvals are not required” or “applicable laws, regulations or interpretations
    change such that we are required to obtain approvals in the future,” revise to also discuss consequences if you or your subsidiaries
    do not receive or maintain such permissions and approvals.

Response:
In response to this comment, the Company has provided additional proposed disclosure appended hereto as Exhibit A.

    5.
    Please
    further revise your proposed Item 1 disclosure regarding the Holding Foreign Companies Accountable Act, as amended by the Consolidated
    Appropriations Act, 2023, to better explain how such regulations affect your company in light of its specific circumstances. In this
    regard, we note that you state that a lack of inspection of your auditor by the PCAOB “could cause our securities to be delisted
    from a stock exchange (if applicable),” but it does not appear that your securities are currently listed on an exchange. Ensure
    that your disclosure distinguishes between what is applicable to the company now versus only applicable if your circumstances change,
    such as by achieving exchange listing.

Response:
In response to this comment, the Company has provided additional proposed disclosure appended hereto as Exhibit A.

    6.
    Please
    revise the organizational chart provided in response to prior comment 8 to identify clearly the entity in which investors hold their
    interest. Clarify whether you have identified all entities in which the company’s operations are conducted. In this regard,
    we note that some entities have parentheticals indicating certain business activities (e.g., “travel business” and “F&B
    business”), but it is unclear whether these are the only operational entities. Lastly, identify in the chart the person or
    entity with the remaining 50% ownership of Smart Reward Express Limited.

Response:
In response to this comment, the Company has provided additional proposed disclosure appended hereto as Exhibit A.

    7.
    We
    note your response to prior comment 5 and reissue in part. In future filings, disclose in Item 1 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 in Item 1A 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. In this regard, we note that your proposed disclosure
    focuses only on PRC-specific data security and cybersecurity regulations, such as the Cybersecurity Review Measures, without also
    addressing Hong Kong-specific ones.

Response:
In response to this comment, the Company has provided additional proposed disclosure appended hereto as Exhibit A.

    8.
    We
    note your response to prior comment 6. Please 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 your Item 1 disclosure, provide a cross-reference to individual related risk factors. Additionally,
    please enhance your description of how cash is transferred throughout your organization to explain how funds are transferred from
    your PRC subsidiaries to the holding company, as you only address how they get from your intermediate Hong Kong subsidiary to the
    holding company.

Response:
In response to this comment, the Company has provided additional proposed disclosure appended hereto as Exhibit A.

    9.
    We
    note your response to prior comment 7 but are unable to locate responsive revisions and reissue. In future filings, please amend
    your disclosure in Item 1, including 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 PRC government to transfer cash. In Item 1, provide a cross- reference to your risk factors discussion.

Response:
In response to this comment, the Company has provided additional proposed disclosure appended hereto as Exhibit A.

    10.
    We
    are unable to locate revisions in response to prior comment 9 and reissue. Include a summary of risk factors (i.e., a series of concise,
    bulleted or numbered statements) 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 risk factors section of 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.

Response:
In response to this comment, the Company has provided additional proposed disclosure appended hereto as Exhibit A.

Item
1A. Risk Factors

Risks
Related to Doing Business in the People’s Republic of China (“PRC”), page 16

11. We
                                            note your response to prior comment 12 and reissue in part. Highlight separately in your
                                            proposed 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. Your statement that, “The Chinese government has exercised
                                            and can continue to exercise substantial control to intervene on virtually every sector...it
                                            can influence the manner in which we must conduct our business activities and effect material
                                            changes in our operations or the value of the common stock we are registering in this resale,”
                                            does not include all requested disclosure. Please also remove the reference to registering
                                            common stock in a resale offering, as this appears inapplicable in the annual report context.

Response:
In response to this comment, the Company has provided additional proposed disclosure appended hereto as Exhibit A.

12. Please
                                            further revise your proposed risk factor disclosure regarding the policies and regulations
                                            of the Cyberspace Administration of China (CAC) to clearly state to what extent you believe
                                            you are compliant with the regulations or policies that have been issued by the CAC to date.

Response:
In response to this comment, the Company has provided additional proposed disclosure appended hereto as Exhibit A.

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 301-971-3940 or Darrin Ocasio, Esq. of Sichenzia Ross Ference Carmel
LLP at 212-398-1493.

    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:

We
are a Delaware holding company with operations conducted through our wholly owned subsidiaries based in Singapore, Hong Kong S.A.R. (“Hong
Kong”) and the People’s Republic of China (“PRC”). References to subsidiaries based in Hong Kong refers to subsidiaries
based in the Hong Kong Special Administrative Region (“Hong Kong subsidiaries”), and references to subsidiaries based in
the People’s Republic of China or PRC refers to subsidiaries based in the People’s Republic of China (“PRC subsidiaries”),
and, unless the context requires otherwise, and solely for the purpose of this annual report such as describing legal or tax matters,
authorities, entities, or persons, excludes Hong Kong. Our investors hold shares of common stock in Hapi Metaverse Inc., the Delaware
holding company. This structure presents unique risks as our investors may never directly hold equity interests in our Hong Kong subsidiaries
and will be dependent upon contributions from our subsidiaries to finance our cash flow needs. Our ability to obtain contributions from
our subsidiaries is significantly affected by regulations promulgated by Hong Kong and PRC authorities. Any change in the interpretation
of existing rules and regulations or the promulgation of new rules and regulations