SecProbe.io

CORRESP
 1
 filename1.htm

 October 29, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street NE

 Washington, D.C. 20549-3561

 Attention: Edwin Kim and Matthew Derby

 Re:
 Immersed Inc.

 Offering Statement on Form 1-A

 Filed September 4, 2025

 File No. 024-12657

 Dear Mr. Kim and Mr. Derby,

 On behalf of our client Immersed Inc. (the " Company "),
this letter responds to the comments received from the staff (the " Staff ") of the Securities and Exchange Commission
(the " Commission ") in the Staff's letter to the Company dated September 25, 2025, with respect to
the Offering Statement on Form 1-A filed on September 4, 2025 (the " Offering Statement "). For convenience,
the number of each response set forth below corresponds to the numbered comment in the Staff's letter dated September 25,
2025, and the text of the Staff's comment appears in bold type and the Company's response appears immediately after such
comment in regular type. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Offering Statement.

 Offering Statement on Form 1-A filed September 4,
2025

 Offering Circular

 Forward Stock Split, page 5

 1. Throughout your offering circular,
 you describe a pending 20-for-1 forward stock split, but on page 5 you indicate that
 your board will determine a ratio to be determined prior to qualification. Further, you indicate
 that the forward stock split may not proceed. Please clarify that you will provide a pre-qualified
 amendment that will reflect the actual forward stock split on a retroactive basis, including
 the financial statements and financial information. To the extent that a planned forward
 stock split is not implemented or uses a ratio different from what is disclosed, please file
 a prequalified amendment, or post-qualified amendment if it is changed after qualification,
 to reflect the change.

 Response:

 The
Company respectfully acknowledges the comment. The Company has provided updated information on pages 5 and 77 in "The Offering-Forward
Stock Split" and "Description of Capital Stock-Forward Stock Split" sections, respectively, to clarify that the
Company intends to effect a 20-for-1 forward stock split prior to qualification, and that, upon approval of the forward stock split,
the Company intends to file a pre-qualified amendment to reflect the actual forward stock split on a retroactive basis, including updated
disclosures regarding the number of shares offered, price range, and revisions to the Company's financial statements and related
financial information. The forward stock split ratio may be adjusted by the Board in its discretion as it deems necessary to achieve
the desired price range of $0.50 to $1.00 per share.

 Greenberg Traurig, LLP | Attorneys at Law www.gtlaw.com

 Securities and Exchange Commission
October 29, 2025
Page 2

 Plan of Distribution, page 35

 2. We note that you will offer Bonus
 Shares to investors that "reserve" shares through the Dealmaker subscription
 processing platform prior to qualification. Please clarify in your Q&A section and Summary
 that such reservations are non-binding. Further, we note that you indicated that you have
 provided solicitation of interest communications in Item 4 of the Part I - Notifications
 section of your Offering Statement. Please clarify how investors will be solicited to make
 these advanced reservations to purchase shares of common stock and advise us whether such
 methods will comply with Rule 255(b) of Regulation A and whether any solicitations
 of interest will be filed as an exhibit under Item 17(13) of Part II of your Offering
 Statement.

 Response:

 The
Company respectfully acknowledges the comment. The Company has updated the disclosure on pages 3, 33 and 38 in "Summary-Bonus
Shares," "Risk Factors-Risks Related to this Offering and out Common Stock-We are offering Bonus Shares to certain
investors, which will result in increased dilution to those investors not eligible for the maximum bonus." and "Plan of Distribution-Bonus
Shares for Certain Investors (Up to 20%)", respectively, to delete references to any feature related to a "reservation"
of shares in advance of the qualification of this Offering by the SEC. Accordingly, the Company will not include any "Reserved"
Shares criteria for receiving Bonus Shares in connection with the Offering.

 Additionally, the Company has updated its response
from "Yes" to "No" with respect to the question "Has the issuer used solicitation of interest communications
in connection with the proposed offering?" in Item 4 of the Part I – Notifications section of the Offering Statement
to clarify that the Company will not conduct any "testing-the-waters" or other solicitations of interest communications in
connection with the Offering prior to qualification. Consistently, the Company affirms that (i) the Company will not solicit investors
to make any advance "reservations" to purchase shares prior to qualification; (ii) the Company will not disseminate
any Rule 255(b) materials before qualification and therefore no solicitations of interest materials are required to be filed
as exhibits under Item 17(13) of Part II; and (iii) prior to qualification, the Company will refrain from any communications
that could constitute an offer or solicitation in connection with this Offering.

 Greenberg Traurig, LLP | Attorneys at Law www.gtlaw.com

 Securities and Exchange Commission
October 29, 2025
Page 3

 3. Please clarify if the noteholders,
 including the convertible noteholders, would be considered "investors" that would
 be eligible for the 20% bonus shares even if they have not yet converted their notes.

 Response:

 The
Company respectfully acknowledges the comment and advises that noteholders, including holders of convertible promissory notes, will not
be deemed "investors" eligible for the 20% Bonus Shares unless and solely to the extent they make a new cash investment in
this Offering after qualification. For avoidance of doubt, no Bonus Shares will be issued in respect of any conversion, exchange, or
cancellation of outstanding indebtedness, including the conversion of any notes, whether before or after qualification. Additionally,
the Company has revised the "Summary" and "Plan of Distribution-Bonus Shares for Certain Investors (Up to 20%)"
sections to clarify that holders of the Company's current outstanding convertible notes are not eligible to receive Bonus Shares
with respect to any conversion, exchange, or cancellation of such convertible notes, and a noteholder would only be eligible to receive
Bonus Shares if such noteholders makes a new cash investment in this Offering.

 4. We note that in your cover page,
 you indicate that DealMaker Securities LLC will provide broker-dealer services, but will
 not provide underwriting or placement agency services. Please clarify what broker-dealer
 services will be provided by DealMaker. Further, please advise us whether DealMaker will
 undergo a FINRA review of its underwriting or broker-dealer compensation.

 Response:

 The
Company respectfully acknowledges the comment. The Company's disclosure has been updated to state it "has engaged DealMaker
Securities LLC, a FINRA/SIPC registered broker-dealer ("Broker") and its affiliates, to perform broker-dealer administrative
and compliance related functions in connection with this Offering. The Broker does not purchase any securities from the Company with
a view to sell those for the Company as part of the distribution of the security." DealMaker obtained the no-objections letter
on October 28, 2025.

 Debt and
Financing Arrangements, page 56

 5. You reference various convertible
 note offerings under private placements and Regulation CF crowdfunding offerings being sold
 from 2023 through June 2025. Please clarify how many shares of common stock may be issuable
 under these convertible notes, including a range of amounts if applicable. In addition, to
 the extent shares were sold in those offerings at a significant discount to the price in
 this offering, disclose the average price paid and include risk factor disclosure as appropriate.

 Response:

 The Company respectfully acknowledges
the comment. The Company has revised and updated the disclosure on page 58 in "Management's Discussion and Analysis of Financial
Condition and Results of Operations-Debt and Financing Arrangements-Convertible Note Financing" to quantify the potential
share issuance upon conversion of all outstanding convertible notes if such notes were to be converted in connection with this Offering.
Additionally, the Company has revised and updated the disclosure on page 58 in "Management's Discussion and Analysis of Financial
Condition and Results of Operations-Equity Offerings" to include a disclosure relating to the Company's Regulation
CF offering from August 2023 where the Company issued and sold 604,546 shares of common stock at a price of $4.9624 per share for gross
proceeds of approximately $3.0 million. Such Regulation CF offering was closed on August 31, 2023. Finally, because the shares sold in
the Regulation CF offering were not issued at a discount to the intended price range of $0.50 to $1.00 per share in this Offering, the
Company has determined that a related risk factor is not warranted and therefore has not included one.

 Greenberg Traurig, LLP | Attorneys at Law www.gtlaw.com

 Securities and Exchange Commission
October 29, 2025
Page 4

 6. We note that you had two Reg. CF
 crowdfunding offerings and filed Form Cs on January 22, 2025 and June 16,
 2025. Please clarify when the January 22, 2025 Reg. CF offering was terminated. Further,
 clarify in the summary that you plan on having two concurrent offerings, the June 16,
 2025 Reg. CF and the Reg. A offerings, and briefly describe the terms of the Reg. CF offering
 and how it differs from your Reg. A offering. Given the overlapping time period for these
 offerings, please advise us whether or not these two offerings should be integrated. See
 Rules 152(c)(3)and 152(d)(3). Further, please address the risk and consequences to you
 and investors should your Reg. CF and Reg. A offerings be integrated.

 Response:

 The Company respectfully acknowledges the comment.
You have requested analysis for the January 2025 Reg. CF Offering, the June 2025 Reg. CF Offering, and the proposed Reg. A offering. The
Company has also engaged in a separate Regulation D, Rule 506(c) offering only to accredited investors.

 The Company does not intend to engage in concurrent
offerings as more particularly discussed below and will separate the offerings in time. Notwithstanding that the Company will not conduct
concurrent Reg. CF and Reg. A offerings, as requested, the Company has included a risk disclosure to the investors generally describing
the risks of integration of the Reg. CF and Reg. A offerings.

 The January 22, 2025 Reg. CF offering was terminated
on April 30, 2025 and the revised disclosure in the Form 1-A reflects that the Reg. CF offering has closed. The Company will not commence
marketing or sales in the Reg. A offering while the June 16, 2025 Reg. CF offering is ongoing. As described in the response above and
amended in the Part I, the Company has not and does not intend to engage in solicitations of interest pursuant to Rule 255 of Regulation
A.

 The current June 16, 2025, Reg. CF offering will
be terminated in accordance with Rule 304 of Regulation CF prior to the Company requesting qualification of the Reg. A offering. The offering
intermediary for the June 16, 2025 Reg. CF offering will provide notice of termination of the Reg. CF offering pursuant to Rule 304(b) of Regulation CF. Furthermore, prior to qualification of the Reg. A offering, the Company and the intermediary will
have ceased efforts to make further offers to sell the issuer's securities under the Regulation D, Rule 506(c) offering, pursuant
to Rule 152(d)(1)(ii). No solicitation materials of the Reg. A and/or Reg. CF offerings are utilized in the Regulation D offering pursuant
to Rule 152 for which Regulation D, Rule 506(c) solicitation materials are used.

 Although the Reg. A offering statement was filed
publicly, under the traditional integration framework, the Reg. A offering and Reg. CF offering are distinct separate offerings with separate
plans of finance offering separate securities, and pursuant to which no sales will occur during the same period of time. The Reg. CF offering
offers interest-bearing promissory notes and the Reg. A proposed offering will offer common stock. While under Rule 152(c)(3), the Form
1-A was publicly filed rather than non-publicly submitted for business reasons, the Company has complied with the conditions of each offering
exemption and avoided discussion of the material terms of the other offerings in the Form C (which makes no mention of the Reg. A offering)
and the Form 1-A did not provide the material terms of the June 16, 2025 Reg. CF notes offering, but a general description of the notes
in the MD&A financing disclosure. For the avoidance of doubt, the new disclosure in the Form 1-A/A has removed any reference to the
particulars of the June 16, 2025 Reg CF offering which the Company intends to terminate prior to qualification of the Reg. A offering
in accordance with Rule 152(d)(1).

 **************

 Greenberg Traurig, LLP | Attorneys at Law www.gtlaw.com

 Securities and Exchange Commission
October 29, 2025
Page 5

 We appreciate your time and
attention to the Company's response to the Staff's comments set forth in this letter. We would be happy to answer any questions
you may have in connection with the same and/or provide you with any additional information. If any member of the Staff has questions
with regard to the foregoing, please do not hesitate to contact the undersigned at (305) 579-0541.

 Very truly yours,

 /s/ Rebecca G. DiStefano

 Rebecca G. DiStefano

 Enclosures

 cc: Mr. Renji Bijoy, Chief Executive Officer

 Greenberg Traurig, LLP | Attorneys at Law www.gtlaw.com