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Hapi
Metaverse Inc.

4800
Montgomery Lane, Suite 210

Bethesda,
MD 20814

November
6, 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 October 23, 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 revised disclosure in response to prior comments 3 and 5. Please further revise your disclosure regarding cash flows throughout
    the organization and foreign exchange and cash transfer restrictions as follows::

    ●
    Relocate
    the paragraph beginning, “Our equity structure is a direct holding company structure...” in Item 1 so that it is provided
    above the paragraph beginning, “The principal regulations governing foreign currency exchange...,” to better contextualize
    for investors the transition to cash transfer disclosure. Enhance this paragraph so that it provides a full description of how cash
    is transferred throughout your organization, as we note that it is more brief and does not provide as much information as the comparable
    paragraphs in your proposed Item 1A and Item 7 disclosure.

    ●
    Provide
    the paragraph regarding cash amounts transferred from the holding company to various subsidiaries in the year ended December 31,
    2023 (i.e., “As of December 31, 2023, the Company received $1,372,411...”) in Item 1. We note that this disclosure is
    only provided in Item 1A and Item 7.

    ●
    Remove
    or revise the statement in your proposed Item 1A disclosure that, “As of the date hereof, no cash or asset transfers have occurred
    between the Company and its subsidiaries,” as this appears inconsistent with your disclosure regarding cash transfers to various
    subsidiaries in the year ended December 31, 2023.

    ●
    Enhance
    your proposed Item 7 disclosure so that it also discusses the restrictions on foreign exchange and cash transfers addressed in Item
    1 and Item 1A.

    ●
    State
    in Item 7 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 the Company and our subsidiaries by the PRC government to transfer cash.

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 301-971-3955.

    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:

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 three
subsidiaries which are currently engaged in operations: 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). A fourth subsidiary, MOC HK Limited
(a Hong Kong limited company), operated in the fiscal year ended December 31, 2023, but ceased operations in 2024. 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 previously, 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, but we will seek the advice of PRC and/or Hong Kong counsel on these matters if management determines it is
necessary or advisable). However, in light of the recent statements and regulatory actions by the People’s Republic of China government,
such as those related to Hong Kong’s national security, the promulgation of regulations prohibiting foreign ownership of Chinese
companies operating in certain industries (which are constantly evolving), and anti-monopoly concerns, we may be subject to the risks
of uncertainty caused by the actions of the government of the government of the PRC.

Some
of the risks that we may be exposed to include, but are not limited to, the risk that (i) we could fail to receive or maintain necessary
permissions or approvals, including but not limited to approvals that become applicable to us as we expand or change our operations;
(ii) we could fail to correctly interpret requirements for approvals in the various areas in which operate or may operate in the future;
(iii) applicable laws, regulations or interpretations could change such that we are required to obtain approvals in the future; or (iv)
that the PRC government could disallow our holding company structure, which would likely result in a material change in our operations,
including our ability to continue our existing holding company structure, carry on our current business, accept foreign investments,
and offer or continue to offer securities to our investors. These adverse actions could cause the value of our common stock to significantly
decline or become worthless. We may also be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the
CSRC, if we fail to comply with such rules and regulations, which would likely adversely affect the ability of the Company to operate,
which could cause the value of our securities to significantly decline or become worthless.

There
are significant legal and operational risks associated with our operations being in the PRC. For example, as a U.S. incorporated company
with Hong Kong subsidiaries, we may face heightened scrutiny, criticism and negative publicity, which could result in a material change
in our operations and the value of our common stock. It could also significantly limit or completely hinder our ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly decline or be worthless. We are subject to risks
arising from the legal system in the PRC where there are risks and uncertainties regarding the enforcement of laws including where the
Chinese government can change the rules and regulations in the PRC and Hong Kong, including the enforcement and interpretation thereof,
at any time with little to no advance notice and can intervene at any time with little to no advance notice. Changes in Chinese internal
regulatory mandates, such as the M&A rules, Anti-Monopoly Law, and Data Security Law, may target the Company’s corporate structure
and impact our ability to conduct business in Hong Kong, accept foreign investments, or list on an U.S. or other foreign exchange. By
way of example, the PRC government initiated a series of regulatory actions and statements to regulate business operations in the PRC
with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over PRC-based
companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews,
and expanding the efforts in anti-monopoly enforcement. In April 2020, the Cyberspace Administration of China and certain other PRC regulatory
authorities promulgated the Cybersecurity Review Measures, which became effective in June 2020. Pursuant to the Cybersecurity Review
Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services
which do or may affect national security. On July 10, 2021, the Cyberspace Administration of China issued a revised draft of the Measures
for Cybersecurity Review for public comments (“Draft Measures”), which required that, in addition to “operator of critical
information infrastructure,” any “data processor” carrying out data processing activities that affect or may affect
national security should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing
the national security risks of the relevant activities, including, among others, (i) the risk of core data, important data or a large
amount of personal information being stolen, leaked, destroyed, and illegally used or exited the country; and (ii) the risk of critical
information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously
used by foreign governments after listing abroad. The Cyberspace Administration of China has said that under the proposed rules companies
holding data on more than 1,000,000 users must now apply for cybersecurity approval when seeking listings in other nations because of
the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments,”
The cybersecurity review wil