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Hapi
Metaverse Inc.

4800
Montgomery Lane, Suite 210

Bethesda,
MD 20814

October
7, 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 September 19, 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.
    We
    note your response to prior comment 5. Please further revise and restructure your disclosure regarding permissions and approvals
    as follows:

 ● Relocate
                                            the paragraph beginning, “As of the date of this annual report, we believe that our
                                            PRC subsidiaries have obtained the requisite licenses and permits...” in your proposed
                                            Item 1A disclosure so that it is provided in Item 1 alongside your disclosure regarding permissions
                                            and approvals applicable to the holding company and Hong Kong subsidiaries.

 ● Affirmatively
                                            identify the “requisite licenses and permits” that you state your PRC subsidiaries
                                            are required to obtain from PRC authorities for business operations.

 ● Clarify
                                            whether you have relied upon an opinion of counsel with respect to your conclusion that Hapi
                                            Metaverse Inc. and your Hong Kong subsidiaries are not required to obtain permissions or
                                            approvals from Chinese authorities to operate your business and offer securities to foreign
                                            investors, and if not, explain why such an opinion was not obtained. In this regard, we note
                                            that your explanation as to why you did not obtain an opinion of counsel in Item 1A only
                                            speaks to your PRC subsidiaries.

 ● Revise
                                            the paragraph beginning, “Some of the risks that we may be exposed to include...the
                                            risk that (i) we could fail to correctly...” in your proposed Item 1 disclosure to
                                            acknowledge that you also face risk if you do not receive or maintain necessary permissions
                                            or approvals. Remove the qualifier that the risk of being “required to obtain approvals
                                            in the future” applies only “for our Hong Kong subsidiaries,” as it appears
                                            that the holding company and PRC subsidiaries also face this risk.

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

    2.
    We
    note that in response to prior comment 10 you have added a bulleted summary of risk factors related to your operations in the PRC
    and Hong Kong. Please expand such summary to include discussion of 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 in the summary of risk factors 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. In this regard, we note that you have added this requested disclosure
    in a paragraph separated from the risk factors summary rather than in the summary itself. Additionally, we reissue the portion of
    prior comment 10 requesting that for each of the bulleted summary risk factors, you provide an individual cross-reference to the
    related risk factor in Item 1A of the annual report.

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

    3.
    We
    note your response to prior comment 8 but are unable to locate responsive revisions and reissue. Please restructure to 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 this regard,
    we note that the paragraphs beginning “The principal regulations governing foreign currency exchange in the PRC...” and
    “To the extent cash in the business...” continue to be the only cash transfer-related disclosure in Item 1, and we are
    unable to locate any proposed revisions to Item 7. In your Item 1 disclosure, provide a cross-reference to individual related risk
    factors within Item 1A. Additionally, please enhance your description of how cash is transferred throughout your organization to
    explain how funds are transferred between your PRC subsidiaries and the holding company.

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

    4.
    We
    note your response to prior comment 11 but are unable to locate responsive revisions and reissue in part. Highlight separately in
    your proposed Item 1A 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. We continue to note that your
    statement, “The Chinese government has exercised and can continue to exercise substantial control to intervene on virtually
    every sector through regulation and state ownership, and as a result, it can influence the manner in which we must conduct our business
    activities and effect material changes in our operations and/or the value of our securities,” does not include all requested
    disclosure.

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

    5.
    Your
    added disclosure that, “As of December 31, 2023...a total $1,050,977 was transferred to [the Company’s] Hong Kong subsidiaries
    for their daily operation use...” appears to conflict with your statement that, “As of the date hereof, there have not
    been any dividends or distributions made between the holding company, its subsidiaries, and to investors.” Please explain or
    revise, and state whether these transfers to the Hong Kong subsidiaries are the only transfers, dividends, or distributions made
    to date between the holding company, its subsidiaries, or to investors. Provide cross-references to the consolidated financial statements.

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

    cc:
    Darrin
    Ocasio, Esq.

    Sichenzia
    Ross Ference Carmel LLP

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 may materially affect our operations and or the value
of our securities, including causing the value of our securities to significantly decline or become worthless. For a detailed description
of the risks facing the Company associated with our structure, please refer to “Risk Factors – Risks Related to Doing
Business in the People’s Republics of China (“PRC”).” and “Risk Factors – Risks Related to
Doing Business in Hong Kong.”

We
generate the majority of our revenues at the current time in Hong Kong, with lower amounts generated in Taiwan, and only a small percentage
of our current revenue generated in the PRC. These relative amounts may change as our business grows and develops. Our business has four
subsidiaries which are currently engaged in operations: MOC HK Limited (a Hong Kong limited company), Hapi Travel Limited (a Hong Kong
limited company), Hapi Cafe Co, Ltd (a Taiwan limited company) and Dongguan Leyouyou Catering Management Co., Ltd. (a PRC limited company).
In addition, we have other businesses in the planning stages.

As
of the date of this annual report, we believe that our PRC subsidiaries have obtained all the requisite licenses
and permits from the government authorities of the PRC and Hong Kong that are required for
the business operations of our PRC subsidiaries and Hong Kong subsidiaries. Our PRC subsidiaries have obtained (i) the Food Trade Permit and (ii) Light Refreshment Restaurants license from
the government authorities of the PRC and Hong Kong (these are both required for the business operations of our PRC subsidiaries and Hong
Kong subsidiaries). In order to get these licenses, we were required to pass the inspection
and meet the requirements of government departments for the store's hygiene, ventilation, gas safety, building safety requirements, fire
safety, mechanical ventilating system requirements and related matters.

In
addition, as of the date of this annual report, we believe that our PRC subsidiaries are not required to obtain approval or permission
from the CSRC or the CAC or any other entity that would otherwise be required to approve our PRC subsidiaries’ operations or required
for us to offer securities to foreign investors under any currently effective PRC laws, regulations, and regulatory rules. We have not
sought the opinion of counsel on such matters, as management did not feel retaining PRC or Hong Kong counsel was necessary under the
circumstances, or, given our low current revenues in the PRC and Hong Kong, advisable. We will seek the advice of PRC and/or Hong
Kong counsel on these matters if management determines it is necessary or advisable. If it is determined that we are subject to filing
requirements imposed by the CSRC under the Overseas Listing Regulations or approvals from other PRC regulatory authorities or other procedures,
including the cybersecurity review under the revised Cybersecurity Review Measures, for our future offshore offerings, it would be uncertain
whether we can or how long it will take us to complete such procedures or obtain such approval and any such approval could be rescinded.
Any failure to obtain or delay in completing such procedures or obtaining such approval for our offshore offerings, or a rescission of
any such approval if obtained by us, would subject us to sanctions by the CSRC or other PRC regulatory authorities for failure to file
with the CSRC or failure to seek approval from other government authorization for our offshore offerings. These regulatory authorities
may impose fines and penalties on our operations in the PRC, limit our ability to pay dividends outside of PRC, limit our operating privileges
in the PRC, delay or restrict the repatriation of the proceeds from our offshore offerings into PRC or take other actions that could
materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price
of our common stock. The CSRC or other PRC regulatory authorities also may take actions requiring us, or making it advisable for us,
to halt our offshore offerings before settlement and delivery of the securities offered. Consequently, if investors engage in market
trading or other activities in anticipation of and prior to settlement and delivery, they do so at the risk that settlement and delivery
may not occur. In addition, if the CSRC or other regulatory authorities later promulgate new rules or explanations requiring that we
obtain their approvals or accomplish the required filing or other regulatory procedures for our prior offshore offerings, we may be unable
to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties or
negative publicity regarding such approval requirement could materially and adversely affect our business, prospects, financial condition,
reputation, and the trading price of our common stock.

Hapi
Metaverse Inc. and our Hong Kong subsidiaries are not required to obtain permission or approval from the Chinese authorities, including
the China Securities Regulatory Commission (CSRC) or the Cybersecurity Administration Committee (CAC), to operate our business or to
issue securities to foreign investors (as noted previ