SecProbe.io

CORRESP
 1
 filename1.htm

 Snail,
Inc.

 12049
Jefferson Boulevard

 Culver
City, California 90230

 (310)
988-0643

 May
 13, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission
Division of Corporation Finance

 100
F Street, N.E.
Washington, D.C. 20549

 Attention:
Mitchell Austin

 Re:
 Snail,
 Inc.
 Registration
 Statement on Form S-1
 Filed
 on May 8, 2025
 File
 No: 333-287057
 Request
 For Acceleration

 Dear
Mr. Austin:

 On
May 12, 2025, Snail, Inc . (the " Registrant ") submitted a letter as correspondence
with the United States Securities and Exchange Commission (the " Commission ") via EDGAR requesting that the above-referenced
Registration Statement on Form S-1 (File No. 333-287057) (the " Registration Statement "), become effective on Thursday,
May 15, 2025, at 4:00 p.m ., Eastern Time, or as soon thereafter as is practicable. The Registrant, however, is requesting to withdraw
that the Registration Statement be declared effective at this specific date and time. Rather, the Registrant hereby requests that the
Staff take appropriate action to cause the above-referenced Registration Statement to become effective on Wednesday, May 14, 2025,
at 4:00 p.m ., Eastern Time, or as soon thereafter as is practicable.

 The
Registrant understands that the Staff of the Commission will consider this request for acceleration of the effective date of the Registration
Statement as confirmation by the Registrant that it is aware of its responsibilities under the federal securities laws, including the
Securities Act of 1933, as amended, as they relate to the issuance of the securities covered by the Registration Statement.

 The
Registrant hereby authorizes its counsel, Patrick J. Egan, Esq. of Blank Rome LLP, to orally modify or withdraw this request for acceleration.
Please contact Mr. Egan at (212) 885-5346 with any questions you may have concerning this request, and please notify Mr. Egan when this
request for acceleration has been granted.

 Very
 truly yours,

 SNAIL,
 INC.

 By:

 /s/
 Heidy Chow

 Name:
 Heidy
 Chow

 Title:
 Chief
 Financial Officer

 cc:
 Patrick
 J. Egan, Esq., Blank Rome LLP

CORRESP
 1
 filename1.htm

 Snail,
Inc.

 12049
Jefferson Boulevard

 Culver
City, California 90230

 (310)
988-0643

 May
12, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Mitchell Austin

 Re:
 Snail,
 Inc.

 Registration Statement on Form S-1

 Filed on May 8, 2025

 File No: 333-287057

 Request For Acceleration

 Dear
Mr. Austin:

 Snail,
Inc . (the " Registrant ") hereby requests
that the United States Securities and Exchange Commission (the " Commission ") take appropriate action to cause the
above-referenced Registration Statement on Form S-1 (File No. 333-287057) (the " Registration Statement "), to become
effective on Thursday, May 15, 2025, at 4:00 p.m ., Eastern Time, or as soon thereafter as is practicable.

 The
Registrant understands that the Staff of the Commission will consider this request for acceleration of the effective date of the Registration
Statement as confirmation by the Registrant that it is aware of its responsibilities under the federal securities laws, including the
Securities Act of 1933, as amended, as they relate to the issuance of the securities covered by the Registration Statement.

 The
Registrant hereby authorizes its counsel, Patrick J. Egan, Esq. of Blank Rome LLP, to orally modify or withdraw this request for acceleration.
Please contact Mr. Egan at (212) 885-5346 with any questions you may have concerning this request, and please notify Mr. Egan when this
request for acceleration has been granted.

 Very
 truly yours,

 SNAIL,
 INC.

 By:
 /s/
 Heidy Chow

 Name:
 Heidy Chow

 Title:
 Chief Financial Officer

 cc:
 Patrick
 J. Egan, Esq., Blank Rome LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 12, 2025

Heidy Chow
Chief Financial Officer
Snail, Inc.
12049 Jefferson Boulevard
Culver City, California 90230

 Re: Snail, Inc.
 Registration Statement on Form S-1
 Filed May 8, 2025
 File No. 333-287057
Dear Heidy Chow:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Mitchell Austin at 202-551-3574 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Patrick J. Egan
</TEXT>
</DOCUMENT>

CORRESP
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Snail,
Inc.

12049
Jefferson Boulevard

Culver
City, California 90230

(310)
988-0643

September
18, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Lauren Pierce and Matthew Derby

    Re:
    Snail,
                                            Inc.

    Registration
    Statement on Form S-3

    File
    No: 333-282030

    Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

Snail,
Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-282030), to become effective on
Friday, September 20, 2024, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The
Registrant understands that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware
of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

The
Registrant hereby authorizes its counsel, Patrick J. Egan, Esq. of Blank Rome LLP, to orally modify or withdraw this request for acceleration.
Please contact Mr. Egan at (212) 885-5346 with any questions you may have concerning this request, and please notify Mr. Egan when this
request for acceleration has been granted.

    Very
    truly yours,

    SNAIL,
    INC.

    By:

    /s/
    Heidy Chow

    Name:
    Heidy
    Chow

    Title:
    Chief
    Financial Officer

    cc:
    Patrick
    J. Egan, Esq., Blank Rome LLP

September 18, 2024
Heidy Chow
Chief Financial Officer
Snail, Inc.
12049 Jefferson Boulevard
Culver City, CA
Re:Snail, Inc.
Registration Statement on Form S-3
Filed September 11, 2024
File No. 333-282030
Dear Heidy Chow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Lauren Pierce at 202-551-3887 or Matthew Derby at 202-551-3334 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Patrick J. Egan

United States securities and exchange commission logo
January 16, 2024
Heidy Chow
Chief Financial Officer
Snail, Inc.
12049 Jefferson Blvd.
Culver City, CA 90230
Re:Snail, Inc.
Form 10-Q for the quarterly period ended September 30, 2023
Filed November 14, 2023
File No. 001-41556
Dear Heidy Chow:
            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

CORRESP
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SNAIL,
INC.

12049
Jefferson Blvd.

Culver
City, CA 90230

January
12, 2024

Anastasia
Kaluzienski and Robert Littlepage

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Snail,
    Inc.

    Form
    10-Q for the quarterly period ended September 30, 2023

    Filed
    November 14, 2023

    File
    No. 001-41556

Ladies
and Gentleman:

Thank
you for your letter, dated December 20, 2023 (the “Comment Letter”), setting forth the comments of the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on Snail Inc.’s
(the “Company”) Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 filed with the Commission
via EDGAR on November 14, 2023 (the “Form 10-Q”). The Company respectfully requested an extension until January
19, 2024 to file its response to the Staff’s Comment Letter, and the Company is grateful for the Staff’s consideration and
approval of this request for extension.

We
have reviewed the Staff’s comments and have set forth below, in italicized, bold type, the enumerated written comments provided
in the Staff’s Comment Letter. The response of the Company to each comment is set forth immediately
following the comment.

Form
10-Q for the quarterly period ended September 30, 2023

Liquidity
and Capital Resources

Operating
Activities, page 39

    1.
    We
    note you expect the accounts receivables owed to you by SDE will be repaid within a commercially reasonable period of time and you
    report the net related party receivable balance as a current asset on your balance sheet. We also note the related party accounts
    receivable has been outstanding since at least December 31, 2021. While it may be due on demand, it appears you have not demanded
    repayment or used other means to collect what is owed. In future filings, please clarify if you intend to exercise all legally available
    means of collection and specifically disclose when you anticipate full repayment of the accounts receivable balance. If you do not
    expect to collect the entire amount within the next twelve months, you should reclassify the long-term receivable on your balance
    sheet. Also, if it is not your intent to legally enforce your collection rights, due to the related party relationship of the parties
    and the control inherent in that relationship it appears you should treat the receivable as a deduction from stockholders’
    equity on your balance sheet. Refer to the guidance in SAB Topics 4:E and 4:G.

    Response:
    The Company respectfully acknowledges the Staff’s comment and advises the Staff that the disclosure in future filings,
    beginning with the Company’s Form 10-K for the year ended December 31, 2023, will reflect that the Company intends to
    exercise all legally available means of collection of the accounts receivable owed to the Company by SDE. In January 2024, the
    Company and SDE began the process of entering into an offset agreement. The offset agreement will offset monthly payments that the
    Company makes to SDE for royalties, license fees and other operating expenses with a monthly set amount owed to the Company from
    SDE, until amounts due to the Company by SDE have been repaid or offset. The Company anticipates that it will offset approximately
    $500,000 of the amount due from SDE against amounts due to SDE for operating expenses and costs of revenues monthly. We expect to
    collect or offset approximately $6.0 million of the balance in the year ended December 31, 2024. The Company expects to collect,
    or offset, the entire amount prior to December 31, 2025 and will reclassify a portion to a long-term receivable on
    the Company’s balance sheet accordingly. As these receivables are the result of trade related arm’s length
    transactions and not due to stock issuances, SAB 4:E will not apply. Additionally, the Company intends to fully collect and/or offset
    the balance in its entirety, and as such, believes the equity classification of the balance is not appropriate under the guidance of
    SAB 4:G.

Financial
Covenants, page 41

    2.
    We
    note that on page 41 you disclose that you were in compliance with, or had waivers for, all covenants under your debt facilities
    as of September 30, 2023. We further note your disclosures on page F-20 in which you obtained waivers related to covenants contained
    in your debt agreements. In future filings, please expand your disclosures of liquidity and capital resources to address the following:

    ●
    Disclose
                                            the terms of waivers received, including how long the terms of the covenants were specifically
                                            waived.

    ●
    Discuss
                                            the potential impact on your liquidity and capital resources if you do not comply with any
                                            remaining covenants and/or are unable to obtain a waiver of compliance in the future. Specifically,
                                            you should state whether noncompliance with any covenants could lead to the acceleration
                                            of payments due under any of your debt arrangements.

    ●
    Disclose
    your actual performance relative to the covenants.

    Response:
    The Company respectfully acknowledges the Staff’s comment and advises the Staff that the disclosure in future filings, beginning
    with the Company’s Form 10-K for the year ended December 31, 2023, will expand existing disclosures of liquidity and
    capital resources to address, as applicable, the terms of the waivers received, including how long the terms of the covenants were
    specifically waived; the potential impact on the Company’s liquidity and capital resources if the Company does not comply with
    any remaining covenants and/or is unable to obtain a waiver of compliance in the future, specifically stating whether noncompliance
    with any covenants could lead to the acceleration of payments due under any of the Company’s debt arrangements, and
    disclose the Company’s actual performance relative to the covenants.

Financial
Statements

Note
5. Accounts Receivable – Related Party, page F-16

    3.
    Disclose
                                            your basis for offsetting related party accounts receivable with related party accounts payable
                                            and advise us. Clarify if you have a legal right to offset these amounts. Also, we note a
                                            reduction in the amount of related party payables since December 31, 2021. Disclose if you
                                            have repaid a portion of the related party accounts payable in cash. If so, disclose this
                                            fact and if you anticipate making future cash payments.

    Response: The Company respectfully acknowledges the
    Staff’s comment and advises the Staff that the Company has a basis for offsetting related party accounts receivable
    with related party accounts payable. The amounts owed to the Company by the related party represent gaming revenue from the ARK
    mobile platforms, which, due to administrative reasons, were deposited in an account held by the licensor and related party, SDE,
    but have not yet been fully remitted to the Company. These are ordinary course of business transactions with payments terms of due
    on demand. The related party accounts payable that are partially offsetting the receivables are gaming revenues from the ARK games
    for which a royalty is due to SDE, and are ordinary course of business transactions with the same terms. The Company does have a
    legal right to offset these amounts. The Company has historically presented these balances offset and intends to offset the
    transactions reported in this line item monthly, in accordance with an agreed upon payment schedule. The Company further advises
    the Staff that the Company has repaid a portion of the related party accounts payable in cash and anticipates making future cash
    payments. Beginning with the Company’s Form 10-K for the year ended December 31, 2023, the Company will expand existing
    disclosures regarding related party accounts receivable and accounts payable, as appropriate. The Company believes it has a valid
    right of offset in accordance with ASC 210-20-45-1 because:

    ●
    the
    amounts owed between us and SDE are readily determinable,

    ●
    we
    have the legal right to set off the amount of royalties owed to SDE with the ARK mobile royalties owed to us as they represent amounts
    due to and from the same party,

    ●
    the
    Company intends to set off the amounts owed to us from SDE with the amounts we owe to SDE, and

    ●
    the
    Company has consulted with its legal counsel and determined its right of setoff is enforceable by law as the debts are
    mutual, the right is recognized under common law and no agreements governing the underlying include any language negating the right
    of offset.

Note
8. Prepaid Expenses – Related Party, page F-17

    4.
    Regarding
                                            the prepaid licenses, identify in your future disclosure the prepaid license which is classified
                                            as a current asset and disclose your basis for this classification.

    Response: The Company respectfully acknowledges
    the Staff’s comment and advises the Staff that the disclosure in future filings, beginning with the Company’s Form 10-K
    for the year ended December 31, 2023, will identify the prepaid license which is classified as a current asset and disclose
    the Company’s basis for this classification. Included below is a draft of the revised disclosure to be included in future
    filings.

NOTE
8 – PREPAID EXPENSES - RELATED PARTY

On
March 10, 2023, the Company amended its exclusive software license agreement with SDE relating to the ARK franchise. For DLC’s,
the Company plans to release during the term of the agreement, the Company will now have the option to pay the $5.0 million DLC payment
in whole or in part, when paid in advance; or in full, upon the DLC release. No payment for any DLC under this agreement will exceed
$5.0 million.

During
the nine months ended September 30, 2023, the Company prepaid $2,500,000 for exclusive license rights for an ARK 1 DLC to SDE.
During the year ended December 31, 2022, the Company prepaid $5,000,000 for exclusive license rights to ARK 2 to SDE. Prepaid
expenses — related party consisted of the following as of September 30, 2023 and December 31, 2022:

    2023
    2022

    Prepaid royalties
    $ 582,500
    $ 582,500

    Prepaid licenses
      7,500,000
      5,000,000

    Prepaid expenses - related party, ending balance
      8,082,500
      5,582,500

    Less: short-term portion
      (2,500,000 )
      —

    Total prepaid expenses – related party, long-term
    $ 5,582,500
    $ 5,582,500

The
amount classified as short-term, as of September 30, 2023, is the prepaid license for the ARK 1 DLC that the Company expects to
release within the next twelve months.

If
you require additional information or have any questions, please call me at (310) 928-7432.

    Sincerely,

    /s/
    Heidy Chow

    Heidy
    Chow

    Chief
    Financial Officer

    cc:

    Lahdan
    S. Rahmati, Esq

United States securities and exchange commission logo
December 20, 2023
Heidy Chow
Chief Financial Officer
Snail, Inc.
12049 Jefferson Blvd.
Culver City, CA 90230
Re:Snail, Inc.
Form 10-Q for the quarterly period ended September 30, 2023
Filed November 14, 2023
File No. 001-41556
Dear Heidy Chow:
            We have reviewed your filing and have the following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q for the quarterly period ended September 30, 2023
Liquidity and Capital Resources
Operating activities, page 39
1.We note you expect the accounts receivables owed to you by SDE will be repaid within a
commercially reasonable period of time and you report the net related party receivable
balance as a current asset on your balance sheet. We also note the related party accounts
receivable has been outstanding since at least December 31, 2021. While it may be due on
demand, it appears you have not demanded repayment or used other means to collect what
is owed. In future filings, please clarify if you intend to exercise all legally available
means of collection and specifically disclose when you anticipate full repayment of the
accounts receivable balance. If you do not expect to collect the entire amount within the
next twelve months, you should reclassify the long-term receivable on your balance
sheet. Also, if it is not your intent to legally enforce your collection rights, due to the
related party relationship of the parties and the control inherent in that relationship it
appears you should treat the receivable as a deduction from stockholders’ equity on
your balance sheet. Refer to the guidance in SAB Topics 4:E and 4:G.

 FirstName LastNameHeidy Chow
 Comapany NameSnail, Inc.
 December 20, 2023 Page 2
 FirstName LastName
Heidy Chow
Snail, Inc.
December 20, 2023
Page 2
Financial Covenants, page 41
2.We note that on page 41 you disclose that you were in compliance with, or had waivers
for, all covenants under your debt facilities as of September 30, 2023. We further note
your disclosures on page F-20 in which you obtained waivers related to covenants
contained in your debt agreements. In future filings, please expand your disclosures of
liquidity and capital resources to address the following:
•Disclose the terms of waivers received, including how long the terms of the
covenants were specifically waived.
•Discuss the potential impact on your liquidity and capital resources if you do not
comply with any remaining covenants and/or are unable to obtain a waiver of
compliance in the future. Specifically, you should state whether noncompliance with
any covenants could lead to the acceleration of payments due under any of your debt
arrangements.
•Disclose your actual performance relative to the covenants.
Financial Statements
Note 5. Accounts Receivable - Related Party, page F-16
3.Disclose your basis for offsetting related party accounts receivable with related party
accounts payable and advise us. Clarify if you have a legal right to offset these
amounts. Also, we note a reduction in the amount of related party payables since
December 31, 2021. Disclose if you have repaid a portion of the related party accounts
payable in cash. If so, disclose this fact and if you anticipate making future cash
payments.
Note 8. Prepaid Expenses - Related Party, page F-17
4.Regarding the prepaid licenses, identify in your future disclosure the prepaid license
which is classified as a current asset and disclose your basis for this classification.
            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.
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-551-
3361 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology

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SNAIL, INC.

12049
Jefferson Boulevard

Culver
City, California 90230

October
26, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention: Marion Graham and Jan Woo

    Re:

    Snail,
    Inc.

    Registration
                                            Statement on Form S-1, as amended

    File No. 333-274626

ACCELERATION REQUEST

  Requested
  Date:

  October
  30, 2023

Requested
Time:

  4:00
  P.M. Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”),
Snail, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement
(“the Registration Statement”) be accelerated to October 30, 2023 at 4:00 p.m., Eastern Time, or as soon thereafter
as practicable. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the
Act.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Lahdan S. Rahmati
of Lucosky Brookman LLP, at (310) 948-9968. Thank you very much.

    Sincerely
    yours,

    SNAIL,
    INC.

    /s/
    Jim S. Tsai

    Jim
    S. Tsai

    Chief
    Executive Officer

  cc:
  Lahdan
  S. Rahmati, Esq.

United States securities and exchange commission logo
September 27, 2023
Jim Tsai
Chief Executive Officer
Snail, Inc.
12049 Jefferson Boulevard
Culver City, CA 90230
Re:Snail, Inc.
Registration Statement on Form S-1
Filed September 21, 2023
File No. 333-274626
Dear Jim Tsai:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  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.
            Please contact Marion Graham, Staff Attorney, at (202) 551-6521 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lahdan Rahmati

CORRESP
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US Tiger Securities, Inc.

437 Madison Ave., 27th Floor

New York, New York 10022

EF Hutton, division of Benchmark Investments, LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

November 8, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

    Attention:
    Joseph Cascarano

    Robert Littlepage

    Patrick Faller

    Jeff Kauten

    Re:

    Snail, Inc.

    Registration Statement on Form S-1

    Filed September 16, 2022, as amended

    File No. 333-267483

Dear Mr. Cascarano, Mr. Littlepage, Mr. Faller and Mr. Kauten:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, which are acting
as representatives of the underwriters of the offering, hereby joins in the request of Snail, Inc. that the effective date of the above-referenced
Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m., Eastern time, on Wednesday, November 9, 2022,
or as soon as thereafter practicable.

Pursuant to Rule 460 of the
General Rules and Regulations under the Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that
it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

    Very truly yours,

    US TIGER SECURITIES, INC.

    By:
     /s/ Lei Huang

    Name: Lei Huang

    Title:   CEO

    Very truly yours,

    EF
    Hutton, division of

    Benchmark
    Investments, LLC

    By:
    /s/
    Sam Fleischman

    Name: Sam Fleischman

    Title: Supervisory Principal

CORRESP
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November 8, 2022

VIA EDGAR TRANSMISSION AND FEDEX

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Joseph Cascarano

    Robert Littlepage

    Patrick Faller

    Jeff Kauten

Re: Snail, Inc.

Registration Statement on Form S-1

Registration No. 333-267483

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-267483)
(the “Registration Statement”) of Snail, Inc. (the “Company”). We respectfully request that the
Registration Statement become effective as of 4:00 P.M. Eastern Time on Wednesday, November 9, 2022, or as soon as practicable thereafter,
or at such other time as our legal counsel, Davis Polk & Wardwell LLP, may request by a telephone call to the staff of the U.S. Securities
and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,
Davis Polk & Wardwell LLP, by calling Byron B. Rooney at (212) 450-4658.

[Signature page follows]

    Very truly yours,

    Snail, Inc.

    By:

    /s/
    Jim S. Tsai

    Name: Jim S. Tsai

    Title: Chief Executive Officer

[Signature Page to Acceleration Request]

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    Byron B. Rooney

    +1 212 450 4658

    byron.rooney@davispolk.com

    Davis Polk & Wardwell llp

    450 Lexington Avenue

    New York, NY 10017

    davispolk.com

    Confidential

    November 4, 2022

    Re:
    Snail, Inc.

    Registration Statement on Form S-1

    Filed on September 16, 2022

    File No. 333-267483

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E., Room 4415

Washington, DC 20549-4631

Att’n: Joseph Cascarano

                                          Robert Littlepage

                                          Patrick Faller

                                          Jeff Kauten

Ladies and Gentlemen:

On behalf of our client, Snail, Inc., a Delaware corporation (“SnaiI”
or the “Company”), we are responding to certain comments from the Staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) relating to Amendment No. 2 to Snail’s Registration Statement on
Form S-1 (File No. 333-267483) (the “Registration Statement”) contained in the Staff’s letter dated November
3, 2022. Snail has revised the Registration Statement and is filing Amendment No. 3 to the Registration Statement (“Amendment
No. 3”) together with this response letter.

Set forth below are Snail’s responses to the Staff’s comments.
For convenience, the Staff’s comments are repeated below in italics, followed by Snail’s responses to the comments. Where
applicable, we have included page numbers to refer to the location in Amendment No. 3 where revised language addressing a particular
comment appears. Capitalized terms used but not defined herein are used as defined in Amendment No. 3.

Amendment No. 2 to Registration Statement on Form S-1 Filed October
26, 2022

Cover Page

 1. Disclose whether your offering is contingent on final approval
                                            of your NASDAQ listing on your cover page. Please ensure the disclosure is consistent with
                                            your underwriting agreement.

Response: In response to the Staff’s comment,
the Company has updated its disclosure on the cover page and pages 9, 112 and 113 of Amendment No. 3 to reflect that the offering is
contingent on final approval of the Company’s Nasdaq listing application.

    Confidential

 2. To the extent you intend to proceed with your offering if your
                                            NASDAQ listing is denied, revise your cover page to indicate that the offering is not contingent
                                            on NASDAQ approval of your listing application and that if the shares are not approved for
                                            listing, you may experience difficulty selling your shares. Include risk factor disclosures
                                            to address the impact on liquidity and the value of shares.

Response: The Company respectfully advises the Staff
that the Company will not complete the offering if it does not receive Nasdaq approval to list its Class A common stock.

Risk Factors, page 13

 3. We note recent instances of extreme stock price run-ups followed
                                            by rapid price declines and stock price volatility seemingly unrelated to company performance
                                            following a number of recent initial public offerings, particularly among companies with
                                            relatively smaller public floats. Revise to include a separate risk factor addressing the
                                            potential for rapid and substantial price volatility and any known factors particular to
                                            your offering that may add to this risk and discuss the risks to investors when investing
                                            in stock where the price is changing rapidly. Clearly state that such volatility, including
                                            any stock-run up, may be unrelated to your actual or expected operating performance and financial
                                            condition or prospects, making it difficult for prospective investors to assess the rapidly
                                            changing value of your stock.

Response: In response to the Staff’s comment,
the Company has updated its disclosure on page 36 of Amendment No. 3.

*          *          *

We hope the foregoing answers are responsive to your comments. Please
do not hesitate to contact me at (212) 450-4658 (byron.rooney@davispolk.com) or John Runne at (212) 450-3278 (john.runne@davispolk.com)
if you have any questions regarding the foregoing or if we may provide any additional information.

Very truly yours,

    /s/ Byron Rooney

cc: Heidy Chow

Jim Tsai

November 4, 2022  2

United States securities and exchange commission logo
November 3, 2022
Heidy Chow
Chief Financial Officer
Snail, Inc.
12049 Jefferson Blvd
Culver City, CA 90230
Re:Snail, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed October 26, 2022
File No. 333-267483
Dear Heidy Chow:
            We have reviewed your amended 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 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.
Amendment No. 2 to Registration Statement on Form S-1 Filed October 26, 2022
Cover Page
1.Disclose whether your offering is contingent on final approval of your NASDAQ listing
on your cover page.  Please ensure the disclosure is consistent with your underwriting
agreement.
2.To the extent you intend to proceed with your offering if your NASDAQ listing is denied,
revise your cover page to indicate that the offering is not contingent on NASDAQ
approval of your listing application and that if the shares are not approved for listing, you
may experience difficulty selling your shares.  Include risk factor disclosures to address
the impact on liquidity and the value of shares.

 FirstName LastNameHeidy Chow
 Comapany NameSnail, Inc.
 November 3, 2022 Page 2
 FirstName LastName
Heidy Chow
Snail, Inc.
November 3, 2022
Page 2
Risk Factors, page 13
3.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats.  Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly.  Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Byron Rooney

CORRESP
1
filename1.htm

    Byron B. Rooney

    +1 212 450 4658

    byron.rooney@davispolk.com

    Davis Polk &
                                       Wardwell llp

    450 Lexington Avenue

    New York, NY 10017

    davispolk.com

    Confidential

October 17, 2022

    Re:
    Snail, Inc.

Registration Statement on Form S-1

Filed on September 16, 2022

File No. 333-267483

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E., Room 4415

Washington, DC 20549-4631

 Att’n: Joseph Kempf

Robert Littlepage

Patrick Faller

Jeff Kauten

Ladies and Gentlemen:

On behalf of our client, Snail, Inc., a Delaware corporation (“SnaiI”
or the “Company”), we are responding to certain comments from the Staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) relating to Snail’s Registration Statement on Form S-1 (File
No. 333-267483) (the “Registration Statement”) contained in the Staff’s letter dated October 3, 2022.
We are also responding to comment 14 in the Staff’s letter dated December 2, 2021. Snail has revised the Registration Statement
and is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”) together with this response
letter. Amendment No. 1 also contains certain additional updates and revisions.

Set forth below are Snail’s responses to the Staff’s comments.
For convenience, the Staff’s comments are repeated below in italics, followed by Snail’s responses to the comments. Where
applicable, we have included page numbers to refer to the location in Amendment No. 1 where revised language addressing a particular
comment appears. Capitalized terms used but not defined herein are used as defined in Amendment No. 1.

Registration Statement on Form S-1

Cover Page

1. Please clarify on your cover page that the warrants will be issued by you to the underwriters in an amount equal to 5% of
the total number of Class A shares sold in your offering and will have an exercise price equal to 115% of the initial public offering
price of your Class A stock.

Response: In
response to the Staff’s comment, the Company has updated the cover page of the prospectus within Amendment No. 1 to provide
additional details about the terms of the Underwriters’ Warrants (as defined in Amendment No. 1). Following the filing of the
Registration Statement, the Company and the underwriters amended the proposed terms of the Underwriters Warrants such that the Underwriters’
Warrants will now be exercisable into an aggregate amount of shares of Class A common stock equal to four percent of the total number
of shares sold in the offering (before giving effect to the underwriters’ option to purchase additional shares of Class A common
stock) at a price per share equal to 125% of the offering’s public offering price.

 Confidential

Risk Factors

The Committee on Foreign Investment in the United States. . ., page 33

2. Please advise if your CFIUS risk factor disclosure should be expanded to reflect Hua Yuan International Limited's ownership of
your shares.

Response: The
Company acknowledges the Staff’s comment and respectfully advises the Staff that in light of the shareholder’s de minimis
voting power following the Transactions (as defined in Amendment No. 1) and the offering, which is expected to be approximately 1.1%
of the total vote, and the lack of influence the shareholder will have on the affairs of the Company as a result of this voting power,
additional disclosure in the enumerated risk factor is not necessary.

Management's Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations, page 57

3. In your discussion of results of operations you cite multiple factors as impacting your results of operations but often provide
no quantification of the contribution of each factor to the material changes in the various line items discussed. For instance, on page 58,
you attributed a decrease in revenues, in part, to a decline in units sold and an absence of promotional activities during 2021. Elsewhere
on the same page you attribute a decline in cost of revenues to a decline in units sold offset by two unquantified factors. Please
refer to Item 303(b) of Regulation S-K and revise throughout to discuss qualitatively and quantitatively such factors effecting material
changes in line items, including where material changes within a line item offset one another. In addition, you should remove vague terms
such as "primarily" in favor of specific quantifications.

Response: In
response to the Staff’s comment, the Company has updated its disclosure on pages 57-62 of Amendment No. 1 to quantify
the impact of the drivers to the Company’s results of operations for the periods presented.

Business

Our Heritage and Expertise, page 74

4. We note your disclosure that in 2022 Suzhou Snail effected a spin-off and Snail Games USA became an independent entity. Please
disclose the material details about the background of the spin-off, including why and how it was effectuated as well as the date the spin-off
occurred. Also, advise if there were any material plans of reorganization or separation or other applicable agreement(s) that should
be filed as an exhibit to your registration statement. Refer to Item 601(b)(2)(i) of Regulation S-K.

Response: In
response to the Staff’s comment, the Company has updated its disclosure on pages 2 and 74 of Amendment No. 1 to provide
additional information about the spin-off of Snail Games USA from Suzhou Snail (each as defined in Amendment No. 1). The Company
respectfully advises the Staff that because the spin-off did not change the relative ownership of Snail Games USA’s existing shareholders
or the rights afforded to such shareholders, it does not consider the agreements to effect the Snail Games USA spin-off as material and
necessary to be filed pursuant to Item 601(b)(2)(i) of Regulation S-K. The Company advises the Staff that the form of securities
exchange agreement—the agreement to effect the Transactions between the shareholders of Snail Games USA and the Company—has
been filed as an exhibit to Amendment No. 1.

    October 17, 2022 2

 Confidential

Draft Registration Statement on Form S-1

Underwriting

No Sales of Similar Securities, page 96

14. Please disclose the exceptions to the lock-up agreements with your officers, directors and other existing security holders.

Response: In
response to the Staff’s comment, the Company has updated the disclosure on pages 110-111 of Amendment No. 1 to disclose
the exceptions to the lock-up agreements between the underwriters and the Company’s officers, directors and certain of its shareholders.

*         *         *

We hope the foregoing answers are responsive
to your comments. Please do not hesitate to contact me at (212) 450-4658 (byron.rooney@davispolk.com) or John Runne at (212) 450-3278
(john.runne@davispolk.com) if you have any questions regarding the foregoing or if we may provide any additional information.

Very truly yours,

    /s/ Byron Rooney

    cc:
    Heidy Chow

    Jim Tsai

    October 17, 2022 3

United States securities and exchange commission logo
October 3, 2022
Heidy Chow
Chief Financial Officer
Snail, Inc.
12049 Jefferson Blvd
Culver City, CA 90230
Re:Snail, Inc.
Registration Statement on Form S-1
Filed September 16, 2022
File No. 333-267483
Dear Heidy Chow:
            We have reviewed your amended 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 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 S-1 Filed on September 16, 2022
Cover Page
1.Please clarify on your cover page that the warrants will be issued by you to the
underwriters in an amount equal to 5% of the total number of Class A shares sold in your
offering and will have an exercise price equal to 115% of the initial public offering price
of your Class A stock.
Risk Factors
The Committee on Foreign Investment in the United States. . ., page 33
2.Please advise if your CFIUS risk factor disclosure should be expanded to reflect Hua
Yuan International Limited's ownership of your shares.

 FirstName LastNameHeidy Chow
 Comapany NameSnail, Inc.
 October 3, 2022 Page 2
 FirstName LastName
Heidy Chow
Snail, Inc.
October 3, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 57
3.In your discussion of results of operations you cite multiple factors as impacting your
results of operations but often provide no quantification of the contribution of each factor
to the material changes in the various line items discussed. For instance, on page 58, you
attributed a decrease in revenues, in part, to a decline in units sold and an absence of
promotional activities during 2021.  Elsewhere on the same page you attribute a decline in
cost of revenues to a decline in units sold offset by two unquantified factors.  Please refer
to Item 303(b) of Regulation S-K and revise throughout to discuss qualitatively and
quantitatively such factors effecting material changes in line items, including where
material changes within a line item offset one another. In addition, you should remove
vague terms such as "primarily" in favor of specific quantifications.
Business
Our Heritage and Expertise, page 74
4.We note your disclosure that in 2022 Suzhou Snail effected a spin-off and Snail Games
USA became an independent entity.  Please disclose the material details about the
background of the spin-off, including why and how it was effectuated as well as the date
the spin-off occurred.  Also, advise if there were any material plans of reorganization or
separation or other applicable agreement(s) that should be filed as an exhibit to your
registration statement.  Refer to Item 601(b)(2)(i) of Regulation S-K.
            You may contact Joseph Kempf, Senior Staff Accountant, at (202) 551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Byron Rooney

CORRESP
1
filename1.htm

    Byron
    B. Rooney

    +1
    212 450 4658

    byron.rooney@davispolk.com

    Davis
    Polk & Wardwell llp

    450
    Lexington Avenue

    New York, NY 10017

    davispolk.com

    Confidential

    September 16,
    2022

    Re:
    Snail, Inc.

    Registration Statement on Form S-1

    Submitted on September 16, 2022

    CIK No. 0001886894

U.S.
Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E., Room 4415

Washington, DC 20549-4631

 Att’n: Joseph
                                            Kempf

                                            Robert Littlepage

                                            Patrick Faller

                                            Jeff Kauten

Ladies
and Gentlemen:

Snail, Inc.
(the “Company”) has filed today, via EDGAR, this letter and a Registration Statement on Form S-1 (the “Registration
Statement”) with the staff of the Securities and Exchange Commission. The Company respectfully advises you that revised disclosure
in response to comment 14 in your letter dated December 2, 2021 will be made in a subsequent amendment to the Registration Statement.

*                   *                   *

Please
do not hesitate to contact me at (212) 450-4658 (byron.rooney@davispolk.com) or John Runne at (212) 450-3278 (john.runne@davispolk.com)
if you have any questions regarding the foregoing or if we may provide any additional information.

Very
truly yours,

/s/
Byron Rooney

cc: Heidy
Chow

  Jim Tsai

United States securities and exchange commission logo
January 24, 2022
Heidy Chow
Chief Financial Officer
Snail, Inc.
12049 Jefferson Blvd
Culver City, CA 90230
Re:Snail, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted January 3, 2022
CIK No. 0001886894
Dear Ms. Chow:
            We have reviewed your amended 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.  Unless otherwise noted, where prior comments are referred to they refer to our letter
dated December 2, 2021.
Amendment No. 1 to Draft Registration Statement on Form S-1
Presentation of Financial and Other Information, page iii
1.Your discussion of non-GAAP measures on page iii appears to place undue prominence
on non-GAAP measures.  As this disclosure is already included elsewhere in the filing,
please consider removing the discussion on page iii.  Refer to Rule 421(d) of Regulation C
and Question 102.10 of the Non-GAAP Compliance and Disclosure Interpretations.

 FirstName LastNameHeidy Chow
 Comapany NameSnail, Inc.
 January 24, 2022 Page 2
 FirstName LastName
Heidy Chow
Snail, Inc.
January 24, 2022
Page 2
Prospectus Summary, page 1
2.We note that you disclose over 48.9 million installs of the Ark: Survival
Evolved franchise through June 2021.  Please clarify whether any of these downloads
were part of a free promotion.
Financial Statements
Research and Development, page F-11
3.We note your response to comment 19.  Please address Studio Wildcard's
current development of ARK 2 games.  Explain how ARK 2 games' research and
development projects have been and will be funded.  Describe for us any research and
development contracts, arrangements and understandings with related parties such as
Studio Wildcard and SDE, Inc.  Tell us the extent to which Snail and/or Snail's related
parties directly or indirectly provide such funding.
Note 5 - Accounts Receivable - Related Party, page F-18
4.We have considered your response to comment 20 and note that your gaming revenues
held by SDE appear to have historically been a significant component of your current
assets, working capital deficit and cash flows from operations.  Tell us and disclose here
and also in Management's Discussion and Analysis whether you plan to continue the
practice of allowing your related party, SDE, to collect and hold cash flows from your
gaming revenues after the offering.   In this regard, address the expected impact of the
future retention of your gaming revenue cash flows on your liquidity and capital
resources.  Address any material risk and uncertainties regarding the ultimate remission of
such funds by SDE to you.  See Item 303(b)(1)(i) of Regulation S-K.
Intangible Assets, page F-19
5.We note in your response to comment 21 that you determined the carrying values of your
intangible assets acquired from related parties based on the projected cash flow generated
from the gaming revenue, quoted market values and third-party independent appraisals.
Please provide us an analysis that, for each intangible asset acquired from a related party,
indicates:
•the related party and describes the nature of the relationship;
•if they were under common control with Snail and/or SDE or their principal owners
and or officers; and
•the related party's historical cost basis in the asset.
Also, tell us your consideration of whether or not such assets should be reported based
upon the related party's cost basis.

 FirstName LastNameHeidy Chow
 Comapany NameSnail, Inc.
 January 24, 2022 Page 3
 FirstName LastName
Heidy Chow
Snail, Inc.
January 24, 2022
Page 3
            You may contact Joseph Kempf, Senior Staff Accountant, at (202) 551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Byron Rooney

United States securities and exchange commission logo
December 2, 2021
Heidy Chow
Chief Financial Officer
Snail, Inc.
12049 Jefferson Blvd
Culver City, CA 90230
Re:Snail, Inc.
Draft Registration Statement on Form S-1
Submitted November 4, 2021
CIK No. 0001886894
Dear Ms. Chow:
            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
Overview, page 1
1.Please disclose that you generate the substantial majority of your revenues from your
ARK franchise and disclose the percentage of your revenues generated from this franchise
for the periods presented.
2.Please disclose the basis for your statements that you are a leading developer and
publisher of interactive digital entertainment and that you are a category leader in sandbox
survival games.  Clarify the criteria on which you based these statements, such as revenue
or number of customers or market share.

 FirstName LastNameHeidy Chow
 Comapany NameSnail, Inc.
 December 2, 2021 Page 2
 FirstName LastName
Heidy Chow
Snail, Inc.
December 2, 2021
Page 2
3.Please define your reference to daily active users.
4.Please disclose the source of your statements regarding the global gaming industry in this
section.
We rely on license agreements to publish certain games..., page 14
5.Please disclose that the terms or other aspects of your license agreement with Studio
Wildcard may differ from those which would be negotiated with independent parties.
Key Performance Metrics and Non-GAAP Measures
Units Sold, page 51
6.Please revise to address any known underlying material trends related to the substantial
increase in units sold in Q4 2020.
Adjusted EBITDA, page 53
7.We note that you added back the license costs in 2020 to Adjusted EBITDA in order to
be consistent with the previous year presentation.  However, it appears this adjustment
may result in a non-GAAP performance measure that excludes normal, recurring, cash
operating expenses.  Please revise or advise us.  We refer you to the guidance in the
answer to Question 100.01 of the Division's non-GAAP C&DIs.
Components of our Results of Operation, page 54
8.Please identify the top platform providers presented in the table disclosing the proportion
of total net revenue associated with each platform provider.
Liquidity and Capital Resources, page 58
9.Please file the loan agreements described in this section as exhibits to your registration
statement.  Refer to Item 601(b)(10) of Regulation S-K.
Loans to related parties, page 59
10.Please disclose the Company's business purpose in being a party to a line of credit note
with Mr. Shi.  Also disclose if Mr. Shi intends to repay the loans.  If so, specify when and
clarify if the loans will be repaid in cash.
Compensation Discussion and Analysis
Employment Arrangements, page 81
11.Please file the offer letter with Ms. Chow as an exhibit to your registration statement.
Refer to Item 601(b)(iii)(A) of Regulation S-K.

 FirstName LastNameHeidy Chow
 Comapany NameSnail, Inc.
 December 2, 2021 Page 3
 FirstName LastName
Heidy Chow
Snail, Inc.
December 2, 2021
Page 3
Certain Relationships and Related Party Transactions
License Agreements, page 84
12.Please file the license agreements with SDE Inc. and Suzhou Snail Digital Technology
Co. as exhibits to your registration statement. Refer to Item 601(b)(10)(ii)(A) of
Regulation S-K.
Description of Capital Stock
Common Stock, page 86
13.Please disclose the instances in which the holders of the Class A and Class B common
stock will vote as a separate class.
Underwriting
No Sales of Similar Securities, page 96
14.Please disclose the exceptions to the lock-up agreements with your officers, directors and
other existing security holders.
Financial Statements
Consolidated Statements of Operations and Comprehensive Income (Loss), page F-4
15.Reclassify the amounts reported within the line-item "Salaries and Wages" to the
appropriate functional expense line items, e.g. Cost of revenues, General and
administrative, etc., pursuant to Rule 5-03 of Regulation S-X.
Notes to Consolidated Financial Statements
Note 1. Presentation and Nature of Operations, page F-7
16.We note the Company is a wholly owned subsidiary of Suzhou Snail Digital Technology
Co., Ltd.  Please revise the Company's historical income statements to reflect all of its
costs of doing business.  In this regard, any expenses incurred by the parent that are
clearly applicable to the Company should be reflected in its income statements.  Also,
a reasonable method of allocating common expenses, such as rent, taxes, data center, and
marketing costs should be utilized.  Fully comply with the accounting and disclosure
guidance in SAB Topic 1:B and advise us.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-8
17.We note that you rely on third-party advertising partners to display advertisements within
your mobile phone games.  Tell us whether your advertising revenues are material; and, if
so, disclose how you account for such revenues.  Disclose whether material advertising
revenues are reported on gross or net basis and explain why.  Separately disclose revenue
from contracts with customers separately from other sources of revenues in accordance
with ASC 606-10-50-4a.

 FirstName LastNameHeidy Chow
 Comapany NameSnail, Inc.
 December 2, 2021 Page 4
 FirstName LastName
Heidy Chow
Snail, Inc.
December 2, 2021
Page 4
18.Tell us whether your subscription service revenues are material and, if so, disclose how
you account for them.
Research and Development, page F-11
19.We note that Studio Wildcard, a subsidiary of SDE Inc., is currently developing ARK 2
games.  With a view toward enhanced disclosure, describe for us your research and
development contracts, arrangements and understandings with related parties and with
unrelated third parties, as applicable.  Explain how ARK 2 and other game research and
development projects will be funded.  Tell us the extent to which Snail directly or
indirectly provides such funding.
Note 5. Accounts Receivable - Related Party, page F-18
20.We note from your disclosure that you license gaming rights from a related party, yet this
related party owes you unremitted gaming royalties in the ordinary course of business.
Please explain why the Company is owed royalties.  Describe the transactions from which
these receivables arose.  Also, disclose the receivables' repayment terms.
Note 10. Intangible Assets, page F-19
21.We note that substantially all of your licensing rights were obtained from related
parties.  Tell us and disclose how you determined the carrying values and the related fair
values of these licensing rights intangible assets.
General
22.We note that you have business operations in China and your related risk factor disclosure
on pages 29, 33 and 34.  Please describe your China-based business operations in greater
detail and expand your discussion of the risks relating to your China-based operations.
Also, tell us the percentage of your revenue you generate from China-based customers.
23.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.

 FirstName LastNameHeidy Chow
 Comapany NameSnail, Inc.
 December 2, 2021 Page 5
 FirstName LastName
Heidy Chow
Snail, Inc.
December 2, 2021
Page 5
            You may contact Joseph Kempf, Senior Staff Accountant, at (202) 551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Byron Rooney