SecProbe.io

CORRESP
 1
 filename1.htm

 Myseum, Inc.

 65 Church Street, Suite
230

 New Brunswick, NJ 08901

 December 1, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance
100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Jan Woo

 Re: Myseum, Inc.
Registration Statement on Form S-3

 File No. 333-291818
Filed November 26, 2025

 Ladies and Gentlemen:

 Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), Myseum, Inc. (the "Company")
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Daylight Time, on Wednesday, December 3, 2025, or as soon thereafter as possible. In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 Please notify Jeffrey Fessler
of Sheppard Mullin Richter & Hampton LLP, counsel to the Company, at (213) 617-4209 as soon as possible as to the time the registration
statement has been declared effective pursuant to this acceleration request.

 Very truly yours,

 MYSEUM, INC.

 By:
 /s/ Darin Myman

 Name:
 Darin Myman

 Title:
 Chief Executive Officer

 cc: Greg Carney, Sheppard Mullin Richter & Hampton LLP

United States securities and exchange commission logo
May 19, 2023
Darin Myman
Chief Executive Officer
DatChat, Inc.
204 Nielson Street
New Brunswick, NJ 08901
Re:DatChat, Inc.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed March 31, 2023
File No. 001-40729
Dear Darin Myman:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Richard Friedman

CORRESP
1
filename1.htm

    Sheppard,
    Mullin, Richter & Hampton LLP

    30 Rockefeller
    Plaza

    New York,
    New York 10112-0015

    212.653.8700
    main

    212.653.8701
    fax

    www.sheppardmullin.com

May 12, 2023

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Ryan Rohn

    Stephen Krikorian

    Re:
    DatChat, Inc.

    Form 10-K for the Fiscal Year ended December 31, 2022

    Filed March 31, 2023

    File No. 001-40729

Dear Ladies and Gentlemen:

This letter sets forth the
responses of DatChat, Inc., a Nevada corporation (the “Company”), to the comments received from the Staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on May 2, 2023 concerning the Company’s Annual Report
on Form 10-K for the Fiscal Year ended December 31, 2022 submitted to the Commission on March 31, 2023 (the “Annual Report”).

For the convenience of the
Staff, each comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is restated prior to the response
to such comment.

Form 10-K for the Fiscal Year ended December 31, 2022

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls , page 35

1. We note that you have concluded
as of December 31, 2022, that your disclosure controls and procedures were effective. However, we note that in each of your three 10-Q’s
filed in 2022, you concluded that your disclosure controls and procedures were not effective because of a material weakness in your internal
controls over financial reporting. Further, we note your disclosure under Management’s Report on Internal Control Over Financial Reporting,
“that as of December 31, 2022, [y]our disclosure controls and procedures were not effective because of a material weakness in [y]our
internal controls over financial reporting”. Please advise or revise accordingly. Refer to Item 307 of Regulation S-K.

    RESPONSE:
    Our disclosure controls and procedures erroneously stated that such controls
and procedures were effective. We have revised our disclosure controls and procedures to accurately reflect that our disclosure controls
and procedures were not effective as of December 31, 2022. Please see Amendment No. 1 to our Annual Report on Form 10-K/A filed with the
Commission on May 12, 2023.

    -1-

Management’s Report on Internal Control Over Financial Reporting,
page 36

2. Revise your report to comply
with the requirements of Item 308 of Regulation S-K. For example, provide a statement of management’s responsibility for establishing
and maintaining adequate internal control over financial reporting. Also provide a statement identifying the framework used by management
to evaluate the effectiveness of the registrant’s internal control over financial reporting. We further note your report on Internal
Control Over Financial Reporting references disclosure controls and procedures in multiple instances rather than internal control over
financial reporting.

    RESPONSE:
    We have revised our management’s report on our internal control over
financial reporting to (i) provide a statement regarding management’s responsibility for establishing and maintaining adequate internal
control over financial reporting, (ii) provide the framework used by management to evaluate the effectiveness of our internal control
over financial reporting, (iii) to reference our internal control over financial reporting, and (iv) to make certain other changes to comply
with Item 308 of Regulation S-K. Please see Amendment No. 1 to our Annual Report on Form 10-K/A filed with the Commission on May 12,
2023.

If you have any questions
relating to any of the foregoing, please contact Richard Friedman of Sheppard, Mullin, Richter & Hampton LLP at (212) 634-3031.

    Sincerely,

    DATCHAT, INC.

    /s/ Darin Myman

    By:
    Darin Myman

    Title:
    Chief Executive Officer

-2-

United States securities and exchange commission logo
May 2, 2023
Darin Myman
Chief Executive Officer
DatChat, Inc.
204 Nielson Street
New Brunswick, NJ 08901
Re:DatChat, Inc.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed March 31, 2023
File No. 001-40729
Dear Darin Myman:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2022
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls , page 35
1.We note that you have concluded as of December 31, 2022, that your disclosure controls
and procedures were effective. However, we note that in each of your three 10-Q's filed in
2022, you concluded that your disclosure controls and procedures were not effective
because of a material weakness in your internal controls over financial reporting. Further,
we note your disclosure under Management's Report on Internal Control Over Financial
Reporting, "that as of December 31, 2022, [y]our disclosure controls and procedures were
not effective because of a material weakness in [y]our internal controls over financial
reporting". Please advise or revise accordingly. Refer to Item 307 of Regulation S-K.
Management's Report on Internal Control Over Financial Reporting, page 36
2.Revise your report to comply with the requirements of Item 308 of Regulation S-K. For

 FirstName LastNameDarin Myman
 Comapany NameDatChat, Inc.
 May 2, 2023 Page 2
 FirstName LastName
Darin Myman
DatChat, Inc.
May 2, 2023
Page 2
example, provide a statement of management's responsibility for establishing and
maintaining adequate internal control over financial reporting. Also provide a statement
identifying the framework used by management to evaluate the effectiveness of the
registrant's internal control over financial reporting. We further note your report on
Internal Control Over Financial Reporting references disclosure controls and procedures
in multiple instances rather than internal control over financial reporting.
            In closing, 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.
            You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Richard Friedman

CORRESP
1
filename1.htm

DatChat,
Inc.

204
Nielsen Street

New
Brunswick, NJ 08901

(732) 374-3529

December
2, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jan Woo

 Re: DatChat,
                                            Inc.
 Amendment No. 1 to Registration Statement on Form S-3
 Filed November 18, 2022

                                                                   File
                                            No.: 333-268058

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), DatChat,
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 4:30 p.m., Eastern Time, on Tuesday, December 6, 2022, or as soon thereafter as possible.  In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Please
notify Richard Friedman of Sheppard Mullin Richter & Hampton LLP, counsel to the Company, at (212) 634-3031 as soon as possible as
to the time the Registration Statement has been declared effective pursuant to this acceleration request.

[Signature
page follows]

    Very truly yours,

    DATCHAT INC.

    By:
    /s/
    Darin Myman

    Name:
     Darin Myman

    Title:
     Chief Executive Officer

cc:
Richard Friedman, Sheppard Mullin Richter & Hampton LLP

United States securities and exchange commission logo
November 9, 2022
Darin Myman
Chief Executive Officer
DatChat, Inc.
204 Nielsen Street
New Brunswick, NJ 08901
Re:DatChat, Inc.
Registration Statement on Form S-3
Filed October 28, 2022
File No. 333-268058
Dear Darin Myman:
            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.
Form S-3 filed 10/28/2022
Cover Page
1.It appears that you may be relying on General Instruction I.B.6 of Form S-3 to register this
offering. If true, in accordance with Instruction 7 to General Instruction I.B.6, please set
forth on the outside front cover of the prospectus the calculation of the aggregate market
value of your outstanding voting and non-voting common equity and the amount of all
securities offered pursuant to General Instruction I.B.6 during the prior 12 calendar month
period that ends on, and includes, the date of this prospectus.
Incorporation of Documents by Reference, page 29
2.Please revise to incorporate by reference the Form 8-Ks filed on August 26, 2022, October
20, 2022, and October 26, 2022.

 FirstName LastNameDarin Myman
 Comapany NameDatChat, Inc.
 November 9, 2022 Page 2
 FirstName LastName
Darin Myman
DatChat, Inc.
November 9, 2022
Page 2
Recent Developments, page 29
3.We note that on October 14, 2022, your company was notified by Nasdaq that it is not in
compliance with the minimum bid price requirements for continued listing on The Nasdaq
Capital Market. Please include a recent development section to disclose the Nasdaq
notification letter and the impact on your company if you are unable to regain compliance.
Exhibits, page II-3
4.We note that you are registering the offer and sale of debt securities.  Please file a form of
indenture as an exhibit to the registration statement. See Trust Indenture Act Compliance
and Disclosure Interpretation 201.02
            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 Rules 460 and 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 Mariam Mansaray, Staff Attorney, at 202-957-9361 or Jan Woo, Legal
Branch Chief, at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Richard Friedman

CORRESP
1
filename1.htm

CORRESP
1
filename1.htm

DATCHAT, INC.

65 Church Street

2nd Floor

New Brunswick, NJ 0890

August 10, 2021

VIA EDGAR

United States Securities and Exchange Commission

100 F. Street, NE

Washington, DC 20549

Attention: Edwin Kim

Jan Woo

Re:       DatChat,
Inc.

	Registration
Statement on Form S-1, as amended

	File
No. 333-257688

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), DatChat, Inc. (the
“Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so
that it will become effective at 4:15p.m., Eastern Daylight Time, on Thursday, August 12, 2021, or as soon thereafter as possible.

Please notify Richard Friedman
of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3031 as soon as possible as to the time the
Registration Statement has been declared effective pursuant to this acceleration request.

Thank you,

DATCHAT,
INC.

By:
/s/ Darin Myman__________________

Name:
Darin Myman

Title:
Chief Executive Officer

United States securities and exchange commission logo
April 30, 2021
Darin Myman
Chief Executive Officer
DatChat, Inc.
65 Church Street
2nd Floor
New Brunswick, NJ 08901
Re:DatChat, Inc.
Draft Registration Statement on Form S-1
Submitted April 5, 2021
CIK No. 0001648960
Dear Mr. Myman:
            We have reviewed your draft registration statement and have the following 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note that you intend to list your common stock and Series A Warrants on the Nasdaq.
Please advise us whether it is your intention to seek effectiveness even if your securities
have not been approved for listing by Nasdaq.  If so, please clarify in your summary that
your shares of common stock and Series A Warrants may be traded on the OTCQX or
OTCQB, as you briefly note in your risk factors section.  You should also clarify whether
you have any arrangements with market makers so that your shares and warrants will have
current quotations for prices on the OTCQX or OTCQB and will be approved for
quotation by the OTC Markets at the close of your offering.

 FirstName LastNameDarin  Myman
 Comapany NameDatChat, Inc.
 April 30, 2021 Page 2
 FirstName LastNameDarin  Myman
DatChat, Inc.
April 30, 2021
Page 2
2.Please clarify whether your Regulation A offering has closed and briefly explain how the
nearly $4 million of net offering proceeds were used.  We note that a small fraction of this
amount appears to be spent on software development in 2019 and 2020 per page 45.
Please further clarify whether the common stock sold through the Regulation A offering
are quoted on any public markets such as the OTC Pink.
Business, page 40
3.Please provide a more detailed description of the current capabilities and features of the
DatChat Privacy Platform and Private Encrypted Social Network, your DRM Technology
and Micro-Blockchain Technology, and what features requires further development or is
not currently offered to users.  For prospective technology, please provide a timetable or
discussion regarding the extent of further research and development needed, both in time
and cost.
4.You reference your business plan and growth strategy, please clarify the time and cost that
is needed to bring all of your planned products to market and build a sufficient user base
to generate material amounts of revenue.  Please consider adding a detailed plan of
operation that would indicate how you would budget your net offering proceeds to
implement your business plan.
5.Please quantify your current user base for DatChat Privacy Platform and Private
Encrypted Social Network such as monthly or daily active users.  Also, please clarify if
you have a material amount of Android users.
Certain Relationships and Related Persons Transactions, page 58
6.Please disclose the identity of the related party described in the 3rd and 4th paragraphs
that is the note holder of a related party debt.  Further, please include all related party
transactions for your prior three fiscal years, as required by the Instructions to Item 404(a)
of Regulation S-K.
Security Ownership of Certain Beneficial Owners and Management, page 59
7.Please disclose the natural person(s) that hold voting and/or investment power over the
shares beneficially owned by Silo Pharma, Inc. and Alpha Capital Anstalt.

Underwriting, page 70
8.Please clarify the duration of your lock-up agreement both here and on page 3 of your
summary.  You describe on page 72 a 90-day lock-up period for “affiliates” and a 180-day
lock up period for “officers and directors.”  We note that you only refer to a 90-day lock-
up period for officers and directors on pages 64 and 65.  Please reconcile these differences
and clarify how you define the affiliates that would be subject to the lock-up agreement.
 Further, please clarify how you will notify investors that your underwriter has waived the
lock-up period.

 FirstName LastNameDarin  Myman
 Comapany NameDatChat, Inc.
 April 30, 2021 Page 3
 FirstName LastName
Darin  Myman
DatChat, Inc.
April 30, 2021
Page 3
General
9.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Laura Veator, Senior Staff Accountant, at (202) 551-3716 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Richard A. Friedman, Esq.

CORRESP
1
filename1.htm

DatChat, Inc.

65 Church Street, 2nd Floor

New Brunswick, NJ 08901

February 1, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Celeste M. Murphy, Assistant Director

    Re:

        DatChat - Request for Qualification

        Offering Statement on Form 1-A

        File No. 024-10613

Dear Ms. Murphy,

We respectfully request that the above referenced Offering
Statement on Form 1-A for DatChat, Inc., a Nevada corporation, be declared qualified by the Securities and Exchange Commission
at 3:00 PM Eastern Time on Thursday, February 2, 2017.

    Very truly yours,

    By:
    /s/ Darin Myman

        Darin Myman

        Chief Executive Officer

CORRESP
1
filename1.htm

DatChat, Inc.

65 Church
Street, 2nd Floor

New Brunswick,
NJ 08901

January 12, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Celeste M. Murphy, Assistant Director

    Re:

        DatChat - Request for Qualification

        Offering Statement on Form 1-A

        File No. 024-10613

Dear Ms. Murphy,

We respectfully request that the above referenced Offering Statement
on Form 1-A for DatChat, Inc., a Nevada corporation, be declared qualified by the Securities and Exchange Commission at 9:00 AM
Eastern Time on Wednesday, January 18, 2017.

    Very truly yours,

    By:
    /s/ Darin Myman

        Darin Myman

        Chief Executive Officer

CORRESP
1
filename1.htm

dATCHAT,
INC.

65 CHURCH STREET, 2ND FLOOR

NEW BRUNSWICK, NJ
08901

December 7, 2016

Celeste M. Murphy

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    DatChat, Inc.

    Offering
    Statement on Form 1-A

    Filed September 23, 2016

    File No. 024-10613

Dear Ms. Murphy:

By letter dated October 17, 2016, the
staff (the “Staff,” “you” or “your”) of the U.S. Securities &
Exchange Commission (the “Commission”) provided DatChat, Inc. (the “Company,”
“we,” “us” or “our”) with  their comments to the Company’s
Offering Statement on Form 1-A filed on September 23, 2016. We are in receipt of your letter and set forth below are the
Company’s responses to the Staff’s comments. For your convenience, the comments are listed below, followed by the
Company’s responses.

Securities Being Offered, page 19

1.  We note that you have one share of preferred stock outstanding. Describe any preferred
stock restrictions as described in Part II, Item 14(a)(3) of Form 1-A. If there are no such restrictions, please so state.

Response:	We
have revised our disclosure accordingly.

Selling Security Holders, page
21

2.  The total listed under the fourth column of your Selling Security Holders chart, titled
“Amount to be Owned after the Offering”, does not appear to include the correct sum. Please review the amounts provided
in your chart and explain the discrepancy or revise your chart as appropriate to include the correct sum.

Response:	We
have revised our disclosure accordingly.

3.  We note that you indicate that the amount of shares offered by selling shareholders
will be limited to 30 percent of the total shares sold in the offering. Please revise your filing to indicate (i) what that percentage
is based upon and (ii) how the selling shareholders will be limited from selling any shares that exceed that percentage during
the year.

Response:	We
have revised our disclosure accordingly.

Financial
Statements

4  Please update the financial statements to include interim financial statements as
of June 30, 2016 and the corresponding period of the preceding fiscal year. Please refer to Form 1-A instructions, Part F/S, paragraph
(c)(1) which incorporates (b)(4) and Rule 8-08 of Regulation S-X.

Response:	We
have updated our financial statements in accordance with Form 1-A instructions, Part F/S, paragraph (c)(1) which incorporates
(b)(4) and Rule 8-08 of Regulation S-X.

Thank you for your assistance in reviewing
this filing.

Very Truly Yours,

/s/ Darin Myman

Darin Myman

Chief Executive Officer

DatChat, Inc.

65 Church Street, 2nd Floor

New Brunswick, NJ 08901

October 17, 2016

Darin Myman
Chief Executive Officer
DatChat, Inc.
65 Church Street, 2nd Floor
New Brunswick, NJ 08901

Re: DatChat, Inc.
Offering Statement  on Form 1-A
Filed  September 23, 2016
  File No. 024-10613

Dear Mr. Myman :

We have reviewed your offering statement and have the following 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 offering 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 offering statement and the information you
provide in response to these comments, we may have additional comments.

Securities Being Offered, p. 19

1. We note that you have one share of preferred stock outstand ing.  Describe any preferred
stock restrictions as described in Part II, Item 14(a)(3) of Form 1 -A.  If there are no such
restrictions, please so state.

Selling Security Holders, p. 21

2. The total listed under the fourth column of your Selling Security Hol ders chart, titled
“Amount to be Owned After the Offering”, does not appear to include the correct sum.
Please review the amounts provided in your chart and explain the discrepancy or revise
your chart as appropriate to include the correct sum.

3. We note t hat you indicate that the amount of shares offered by selling shareholders will
be limited to 30 percent of the total shares sold in the offering.  Please revise your filing
to indicate (i) what that percentage is based upon and (ii) how the selling shareh olders
will be limited from selling any shares that exceed that percentage during the year.

Darin Myman
DatChat, Inc.
October 17, 2016
Page 2

Financial Statements

4. Please update the financial statements to include interim financial statements as of June
30, 2016 and the corresponding period of the preceding fiscal year.   Please refer to Form
1-A instructions, Part F/S, paragraph (c)(1) which incorporates paragraph (b )(4) and Rule
8-08 of Regulation S -X.

We will consider qualifying your offering statement at your request .  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objec tions to the compensation arrangements prior to
qualification.

 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.

You may contact Claire DeLabar, Staff Accountant , at (202) 551 -3349  or Terry French,
Accounting Branch Chief , at (202) 551 -3828  if you have questions regarding comments on the
financial statements and related matters.  Please contact Courtney L indsay, Staff Attorney,  at
(202) 551 -7237  or Celeste  M. Murphy, Legal Branch Chief,  at (202) 551 -3257  with any other
questions.

Sincerely,

 /s/ Celeste M. Murphy for

Assistant Director
(or designee)