SecProbe.io

CORRESP
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filename1.htm

    Lawrence
    Venick

    Partner

    2206-19
    Jardine House

    1
    Connaught Place Central

    Hong
    Kong, SAR

    Direct
    +852.3923.1188

    Main
    +852.3923.1111

    Fax
    +852.3923.1100

    lvenick@loeb.com

Via
EDGAR

September
9, 2025

Mr.
Nasreen Mohammed/Mr. Doug Jones/Ms. Rebekah Reed/Ms. Mara Ransom

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

Washington,
D.C. 20549

    Re:
    Thoughtful
    Media Group Inc. (the “Company”)

    Amendment
    No. 12 to Registration Statement on Form S-1

    Filed
    August 19, 2025

    File
    No. 333-281589

Ladies
and Gentlemen:

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated September 3, 2025 from the
Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”)
commented on the above-referenced Registration Statement on Form S-1 (the “Form S-1”). We have filed an amendment
No. 13 to the Form S-1 (the “Amendment”) in response to the Staff’s comments.

For
the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set
out immediately underneath such comment.

Amendment
No. 12 to Registration Statement on Form S-1 filed August 19, 2025

Capitalization,
page 34

    1.
    You
    disclose in the table 75,000 shares are authorized for preferred stock and 110,000,000 shares are authorized for common stock. Disclosure
    elsewhere in the filing, e.g., pages F-24 and F-51, states 10,000,000 shares and 100,000,000 shares are authorized, respectively.
    Additionally, on page 86 under “General” you disclose 100,000,000 shares are authorized for common stock but do not disclose
    the number of shares authorized for preferred stock. Please revise and conform your disclosures for consistency as appropriate throughout
    the filing, including the shareholders’ equity section of each balance sheet presented.

Response:
The Company has amended pages 34, 86, F-3, and F-30 of the Amendment in response to the Staff’s comments.

Unaudited
Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity, page F-32

    2.
    In
    the section of the table that rolls forward March 2025 to June 2025, you present a line item for “Notes issued during the period”
    in the amount of $2,699,820 in the additional paid in capital column. It appears this amount is associated with the conversion of
    the notes into common stock. If true, please describe the line item accordingly, or advise.

Response:
The Company has amended page F-32 of the Amendment in response to the Staff’s comments.

Unaudited
Interim Condensed Consolidated Statements of Cash Flows, page F-33

    3.
    It
    appears you should disclose the conversion of the convertible notes into common stock in the interim period ended June 30, 2025 in
    a section for noncash investing and financing activities pursuant to ASC 230-10-50-3 and 4. Please revise as appropriate.

Response:
The Company has amended page F-33 of the Amendment in response to the Staff’s comments.

General

    3.
    We
    note your disclosure at page 23 regarding the July 23, 2025 judicial order requiring “that Society Pass place 3,000,000 common
    shares of the Company in escrow pending further order of the court.” Please acknowledge this order and placement of the shares
    in escrow earlier in the filing, such as where your relationship with Society Pass is discussed in the prospectus summary and where
    you disclose the number of outstanding common stock. Where appropriate, please elaborate on any material risks associated with the
    shares being placed in escrow and, to the extent known, potential outcomes of the litigation and associated risks. For example, disclosure
    at page 84 suggests that the shares could be transferred to the plaintiff.

Response:
The Company has amended the cover page, pages 4, 8, and 23 of the Amendment in response to the Staff’s comments.

Please
contact the undersigned at (852) 3923-1188 if you have any questions with respect to the response contained in this letter.

Sincerely,

    /s/
    Lawrence S. Venick

    Lawrence
    Venick

    Partner

    cc:
    Kriangkrai
    Chaimongkol