SecProbe.io

August 1, 2025
Brian John
Chief Executive Officer
OFF THE HOOK YS INC.
1701 Jel Wade Dr.
Wilmington, NC 28401
Re:OFF THE HOOK YS INC.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 28, 2025
File No. 333-288551
Dear Brian John:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our July 23, 2025 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary
Corporate Structure and Background, page 8
We note your response to prior comment 2, including that you granted stock under the
amended purchase agreement on December 6, 2024 and the purchase price was
"negotiated on an arms-length basis and represents what the parties believed was the
value at such time"; however, we also note the following:
•The relatively short time period between when the stock was granted and when
the draft registration statement was submitted;
•The more than ten-fold increase in the implied enterprise value of the company
indicated by each transaction during the short time period;
The modest improvement in current interim results relative to comparable interim •1.

August 1, 2025
Page 2
results; and
•Mr. John's role as CEO.
It remains unclear to us how you determined the purchase price to be paid Mr. John
represents the fair value of the shares he will acquire and that the stock sale agreement
is not essentially compensatory, analogous to the guidance in SAB Topic 5:T. Please
advise or revise your disclosures accordingly.
Dilution, page 38
2.Please address the following related to your Dilution disclosures:
•The net tangible book value and as adjusted net tangible book value balances as of
March 31, 2025 of $665,258 and $22,657,998, respectively, appear to include
goodwill. Revise and remove goodwill from the calculations of net tangible book
value and as adjusted net tangible book value.
•Revise the total consideration paid by existing shareholders and net investors to
reflect actual amounts paid rather than net proceeds received or to be received by
the company.
Certain Relationships and Related Party Transactions
Member Distribution, page 86
3.We note your revisions in response to prior comment 4 and reissue. Please explain
why you awarded member distributions, including whether such distributions were
contractual obligations or otherwise. In addition, please explain whether you will
continue paying member distributions after the initial public offering. If such
distributions will continue, please add disclosure throughout the prospectus that
discloses the required distributions, the anticipated amounts, and any associated
impacts or risks that such distributions may have on your business. Further, please
enumerate the "Recipients" in those columns identified as "Various Members," both
by name and amount of distribution, or explain why you are not required to do so
pursuant to Item 404(a)(1) of Regulation S-K.
Exhibits
4.Please have your auditor revise their consent in Exhibit 23.1 to also include a
statement acknowledging their identification as an expert on page 107 of the filing.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Anne McConnell at 202-551-
3709 if you have questions regarding comments on the financial statements and related
matters. Please contact Kristin Baldwin at 202-551-7172 or Erin Purnell at 202-551-3454
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing