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.
Statement on Form S-1
                                                            Filed September 16,
                                                            File No. 333-267483

       Dear Heidy Chow:

             We have reviewed your amended registration statement and have the
       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

              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.
 Heidy Chow
Snail, Inc.
October 3, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
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.
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
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

FirstName LastNameHeidy Chow
                                                             Division of
Corporation Finance
Comapany NameSnail, Inc.
                                                             Office of
October 3, 2022 Page 2
cc:       Byron Rooney
FirstName LastName