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

              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.
 Heidy Chow
Snail, Inc. LastNameHeidy Chow
January  24,NameSnail,
             2022      Inc.
Page  2 24, 2022 Page 2
FirstName LastName
Prospectus Summary, page 1

2.       We note that you disclose over 48.9 million installs of the Ark:
         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
         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,
             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.
 Heidy Chow
Snail, Inc. LastNameHeidy Chow
January  24,NameSnail,
             2022      Inc.
Page  3 24, 2022 Page 3
FirstName LastName
        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


                                                            Division of
Corporation Finance
                                                            Office of
cc:      Byron Rooney