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,
                                                            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.
 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
         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
             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
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.

FirstName LastNameHeidy Chow                                   Sincerely,
Comapany NameSnail, Inc.
                                                               Division of
Corporation Finance
December 20, 2023 Page 2                                       Office of
FirstName LastName