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February 24, 2023
Yiran Xu
Chief Executive Officer
MultiMetaVerse Holdings Limited
Building D3, No. 718, Lingshi Road
Jingan District Shanghai
China
Re:MultiMetaVerse Holdings Limited
Registration Statement on Form F-1
Filed February 7, 2023
File No. 333-269609
Dear Yiran Xu:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 Filed February 7, 2023
Cover Page
1.For each of the securities registered for resale, disclose the price that the selling
securityholders paid for such securities.  Please also disclose the potential profit the
selling securityholders will earn based on the current trading price.

 FirstName LastNameYiran Xu
 Comapany NameMultiMetaVerse Holdings Limited
 February 24, 2023 Page 2
 FirstName LastName
Yiran Xu
MultiMetaVerse Holdings Limited
February 24, 2023
Page 2
2.We note your disclosure in your risk factors and use of proceeds section related to the fact
that there is no guarantee that the holders of warrants will elect to exercise the warrants.
On the cover page, disclose the exercise price(s) of the warrants compared to the market
price of the underlying securities. If the warrants are out the money, please disclose the
likelihood that warrant holders will not exercise their warrants. Provide similar disclosure
in the prospectus summary and MD&A section and disclose that cash proceeds associated
with the exercises of the warrants are dependent on the stock price. As applicable,
describe the impact on your liquidity and update the discussion on the ability of your
company to fund your operations on a prospective basis with your current cash on hand.
3.We note the significant number of redemptions of your Class A ordinary shares in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float. We also note that most of
the shares being registered for resale were purchased by the selling securityholders for
prices considerably below the current market price of the Class A ordinary shares.
Highlight the significant negative impact sales of shares on this registration statement
could have on the public trading price of the Class A ordinary shares.
4.Please disclose prominently on the cover page that your contractual arrangements with
your VIE have not been tested in court.
5.Please expand your disclosure on your cover page to expressly address how recent
statements and regulatory actions by China’s government, such as those related to the use
of variable interest entities and data security or anti-monopoly concerns, have or may
impact the company’s ability to conduct its business, accept foreign investments, or list on
a U.S. or other foreign exchange.
6.Disclose clearly the entity (including the domicile) in which investors are purchasing an
interest.
7.Expand your description of how cash is transferred through your organization to provide
cross-references to the condensed consolidating schedule and the consolidated financial
statements.
Summary of the Prospectus, page 1
8.Identify clearly the entity in which investors are purchasing their interest and the
entity(ies) in which the company’s operations are conducted. Disclose the uncertainties
regarding the status of the rights of the Cayman Islands holding company with respect to
its contractual arrangements with the VIE, its founders and owners, and the challenges the
company may face enforcing these contractual agreements due to legal uncertainties and
jurisdictional limits.
9.Disclose each permission or approval that you, your subsidiaries, or the VIEs are required
to obtain from Chinese authorities to operate your business and to offer the securities
being registered to foreign investors. State affirmatively whether you have received all

 FirstName LastNameYiran Xu
 Comapany NameMultiMetaVerse Holdings Limited
 February 24, 2023 Page 3
 FirstName LastName
Yiran Xu
MultiMetaVerse Holdings Limited
February 24, 2023
Page 3
requisite permissions or approvals and whether any permissions or approvals have been
denied. Please also describe the consequences to you and your investors if you, your
subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
10.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements. Please provide in tabular form a condensed consolidating schedule
that disaggregates the operations and depicts the financial position, cash flows, and results
of operations as of the same dates and for the same periods for which audited consolidated
financial statements are required. The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary. The schedule should also disaggregate the parent company, the VIEs and its
consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and an
aggregation of other entities that are consolidated. The objective of this disclosure is to
allow an investor to evaluate the nature of assets held by, and the operations of, entities
apart from the VIE, as well as the nature and amounts associated with intercompany
transactions. Any intercompany amounts should be presented on a gross basis and when
necessary, additional disclosure about such amounts should be included in order to make
the information presented not misleading.
Risk Factors
Risks Related to Doing Business in China, page 42
11.Given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
12.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.

 FirstName LastNameYiran Xu
 Comapany NameMultiMetaVerse Holdings Limited
 February 24, 2023 Page 4
 FirstName LastName
Yiran Xu
MultiMetaVerse Holdings Limited
February 24, 2023
Page 4
Risks Related to MMV’s Securities and this Offering
The sale or availability for sale of substantial amounts of our securities..., page 63
13.Expand your risk factor on page 63 to highlight the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A ordinary shares. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 104
14.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that Yiran Xu, a beneficial owner of 66.4% of your outstanding shares,
will be able to sell all of his shares for so long as the registration statement of which this
prospectus forms a part is available for use.
General
15.We note that one or more of your officers or directors are located in China.  Please revise
to include a separate Enforceability section to address the difficulty of bringing actions
against these individuals and enforcing judgments against them.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rule 461 regarding requests for acceleration.  Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jia Yan, Esq.