SecProbe.io

CORRESP
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July 28, 2025

Page 1

Off
The Hook YS Inc.

1701
Jel Wade Dr.

Wilmington,
NC 28401

July
28, 2025

Attn:
Eiko Yaoita Pyles, Anne McConnell, Kristin Baldwin and Erin Purnell

U.S.
Securities & Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    OFF
    THE HOOK YS INC.

    Registration
    Statement on Form S-1 Submitted July 7, 2025

    CIK
    No. 0002067767

    OFF
    THE HOOK YS INC.

Ladies
and Gentlemen:

By
letter dated July 23, 2025, the staff (the “Staff,” “you” or “your”) of the
U.S. Securities & Exchange Commission (the “Commission”) provided Off The Hook YS Inc. (the “Company,”
“we,” “us” or “our”) with its comments to the Registration Statement filed on
July 7, 2025. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments. For
your convenience, the comments are listed below, followed by the Company’s responses.

Registration
Statement on Form S-1 filed July 7, 2025

Prospectus Summary, page 8

 1. We
                                            note your revisions in response to prior comment 4. Please amend the organizational charts
                                            on pages 8 and 54 to add the requested detail on the ownership structure of Off the Hook
                                            YS (Nevada Corp.).

Response:
We have amended the organizational charts on pages 8 and 54.

Prospectus
Summary

Corporate
Structure and Background, page 8

 2. We
                                            note your response to prior comment 17 and your disclosure that pursuant to the Amended and
                                            Restated Agreement for the Purchase and Sale of Capital Stock dated July 3, 2025, the OTH
                                            Owners will, in the aggregate, sell and transfer to Off The Hook Acquisition Corp, a Florida
                                            corporation (OTH FL), such number of shares of common stock of the Company representing 25%
                                            of the issued and outstanding shares of the Company for $3 million payable by OTH FL. Please
                                            revise your disclosures to more fully address the following:

 ● Clarify,
                                            if accurate, that the $3 million payable by OTH FL will be paid directly to the current OTH
                                            Owners and will not be paid to/available to the Company;

Response:
We have clarified that the $3 million payable by OTH FL will be paid directly to the OTH Owners and not the Company.

 ● Clarify
                                            whether the shares being purchased by OTH FL will be registered, disclose any restrictions
                                            related to these shares, including when and how they can be resold, and disclose any potential
                                            risks to IPO shareholders related to the potential resale of these shares;

Response:
The shares being purchased by OTH FL will not be registered and will be locked up for 180 days from the closing of this offering. We
have added that disclosure and the risks of the potential resale of these shares to the risk factor titled “A substantial
portion of our total issued and outstanding shares may be sold into the market at any time. This could cause the market price of our
Common Stock to drop significantly, even if our business is doing well” on page 30; and

    July 23,2025

Page 2

 ● To
                                            the extent the enterprise value of the Company indicated by the Amended and Restated Agreement
                                            for the Purchase and Sale of Capital Stock dated July 3, 2025 is less than the enterprise
                                            value of the Company indicated by the IPO stock price, disclose the reason for the difference
                                            and any potential risks to IPO shareholders as a result of the difference. Also, since OTH
                                            FL appears to be 100% owned by Brian John, who is the CEO of the Company, address your consideration
                                            as to whether the stock sale agreement could be viewed as compensatory and could require
                                            compensation expense be recorded in the Company’s financial statements analogous to
                                            the guidance in SAB Topic 5:T.

Response:
The enterprise value indicated by the Amended and Restated Agreement is less than the enterprise value of the Company indicated by
the IPO stock price because we granted the stock early in December 6, 2024. The purchase price was negotiated on an arms-length basis
and represents what the parties believed was the value at such time. The purchasers carried the risk of such investment and
there was no guarantee that the Company would successfully complete an IPO. We also note that the Company has grown substantially
from December 6, 2024 to the IPO valuation. The difference between the December 6, 2024 negotiated price and the IPO valuation reflects
the increase in the Company’s valuation and was not intended to compensate Mr. John for his role as CEO and does not retroactively
constitute compensation.

Summary
Financial Data, page 12

 3. We
                                            note you appropriately present pro forma income tax disclosures here and address the impact
                                            of becoming a taxable entity in MD&A; however, we also note you revised your historical
                                            combined statements of operations on pages F-3 and F-26 to include pro forma income tax disclosures
                                            in response to prior comment 6.

Please
remove pro forma income tax disclosures from the faces of your historical financial statements. Refer to Rule 11-02(a)(12)(i) of Regulation
S-X.

Response:
We have removed the pro forma income tax disclosures from the faces of our historical financial statements

Certain
Relationships and Related Party Transactions Member Distribution, page 86

 4. We
                                            note that you disclose member distributions in this section. Please revise to name the related
                                            parties that received these distributions and the reasons for such distributions.

Response:
We have disclosed the related parties that received the distributions and the reason for such distributions.

Interim
Combined Financial Statements

Note
2. Basis of Presentation and Summary of Significant Accounting Policies, page F-7

 5. Please
                                            revise the notes to the interim combined financial statements to disclose that they reflect
                                            all adjustments which are, in the opinion of management, necessary for a fair statement of
                                            the results for the interim periods presented and, to the extent all such adjustments are
                                            of a normal recurring nature, provide a statement to that effect or describe, in appropriate
                                            detail, the nature and amount of adjustments that are other than normal recurring and included in the determination of interim results. Refer to Rule 10-01(b)(8) of Regulation
                                            S-X.

Response:
We have revised the interim combined financial statements to disclose that they reflect all adjustments which are, in the opinion
of management, necessary for a fair statement of the results for the interim periods presented and, to the extent all such adjustments
are of a normal recurring nature, we provided a statement to that effect or describe, in appropriate detail, the nature and amount of
adjustments that are other than normal recurring and included such adjustments in the determination of interim results.

    July 23,2025

Page 3

Annual
Combined Financial Statements

Note
2. Basis of Presentation and Summary of Significant Accounting Policies Revenue Recognition, page F-37

 6. We
                                            note your response to prior comment 19. If accurate, please confirm and revise your disclosures
                                            to clarify that revenue recognized associated with trade-ins solely relate to end-user boat
                                            purchasers and not to boat manufactures or other wholesalers or, if not accurate, please
                                            explain to us how you considered the provisions of ASC 606-10-15-2(e).

Response:
We have revised our disclosure to add that revenue recognized associated with trade-ins solely relates to end-user boat purchasers
and not to boat manufactures or other wholesalers on page F-11.

Note
18. Segment Information , page F-48

 7. Based
                                            on your response to prior comment 21, you state operating income (loss) is the primary measure
                                            used by the CODM for segment performance assessment and resource allocation. Please revise
                                            your disclosures here and in note 17 on page F-23 to disclose operating income (loss) by
                                            segment as required by ASC 280-10-50-22 and 50-28A.

Response:
We have revised our disclosures in operating income and in note 17 on page F-23 to disclose operating income (loss) by segment.

Note
20. Restatement of Previously Issued Financial Statements, page F-50

 8. We
                                            note the amounts in the line item identified as “Total members’ equity”
                                            in the Combined Balance Sheet as of December 31, 2024 on page F-51 actually represent Total
                                            Liabilities and Members’ equity. Please revise and correct the amounts presented.

Response:
We have revised Total Liabilities and Members’ equity on page F-51.

Thank
you for the opportunity to respond to your comment on the Registration Statement. If you have additional questions or comments, please
contact me at bj@offthehookys.com or 561-599-0080.

Very
truly yours,

Brian
John

Chief
Executive Officer

Off
The Hook YS Inc.

1701
Jel Wade Dr.

Wilmington,
NC 28401