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.
 Heidy Chow
FirstName
Snail, Inc. LastNameHeidy Chow
Comapany 3,
November    NameSnail,
               2022     Inc.
November
Page  2     3, 2022 Page 2
FirstName LastName
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