SecProbe.io

October 29, 2024
Kriangkrai Chaimongkol
Chief Executive Officer
Thoughtful Media Group Inc.
7 Sumerpoint Building, 3rd Floor, Room No. 301-302
Soi Sukhumvit 69 (Saleenimit)
Prakanong Nua Sub-district
Wattana District, Bangkok City, Thailand
Re:Thoughtful Media Group Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed October 18, 2024
File No. 333-281589
Dear Kriangkrai Chaimongkol:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our October 9, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed October 18, 2024
Prospectus Summary
Voting and Other Rights of Common Stock and Super Voting Preferred Stock
Super Voting Preferred Stock, page 3
We note your response to prior comment 1 and revised disclosure indicating that
Heather Maynard has disclaimed all interests in the 75,000 shares of Super Voting
Preferred Stock previously issued to her. Please revise to provide additional
background on why Ms. Maynard surrendered the shares and whether any
consideration was paid for them. Additionally, it seems from your disclosure that the
shares of Super Voting Preferred Stock remain "authorized and unissued" and thus 1.

October 29, 2024
Page 2
could be issued at any time. If true, please restore the description of the terms of this
class (e.g., regarding voting rights, convertibility, sunset provisions, etc.) in the
prospectus summary and risk factor disclosure, or advise. Lastly, please revise or
explain your disclosure in this section that all shares of the Super Voting Preferred
Stock "are outstanding as of the date of this prospectus."
Relationship With and Separation From Society Pass, page 4
2.While we note your response to prior comment 5 and that Heather Maynard will no
longer be your controlling stockholder, it seems that she will still be your Executive
Chairwoman following the offering. Please revise to discuss any relationships,
agreements, or affiliations that Maynard may have with Society Pass and its affiliates,
including Dennis Nguyen, and acknowledge any related conflicts of interest.
Alternatively, explain to us why this disclosure is unnecessary.
General
3.We continue to evaluate your responses to prior comment 4 and comment 18 in our
letter dated September 5, 2024. To assist in our assessment, please provide additional
information regarding the nature of the selling shareholders' businesses, particularly
Grit Multi-Strategies Investment Company Limited and G Bridge Global Investment
Limited. In this regard, we note that your response letter dated September 23, 2024
clarifies that Creative Vision Digital Limited is, to your knowledge, not in the
business of underwriting or trading securities, but it remains unclear whether Grit
Multi-Strategies Investment Company Limited is associated with the Hong Kong
broker dealer Grit Securities Limited. Provide information on the nature of G Bridge
Global Investment Limited's business as well, as we note that it is newly identified as
a selling shareholder.
            Please contact Nasreen Mohammed at 202-551-3773 or Doug Jones at 202-551-3309
if you have questions regarding comments on the financial statements and related
matters. Please contact Rebekah Reed at 202-551-5332 or Mara Ransom at 202-551-3264
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Ted Paraskevas, Esq.