SecProbe.io

CORRESP
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September
12, 2025

Page
1

Off
The Hook YS Inc.

1701
Jel Wade Dr.

Wilmington,
NC 28401

September
12, 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.

    Amendment
    No. 3 to Registration Statement on Form S-1 Filed August 28, 2025

    File
    No. 333-288551

    OFF
    THE HOOK YS INC.

Ladies
and Gentlemen:

By
letter dated September 11, 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 Amendment No. 3 of the Registration
Statement filed on August 28, 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.

Amendment
No. 3 to Registration Statement on Form S-1

Prospectus
Summary

Corporate
Structure and Background, page 8

 1. We
                                            note your response to prior comment 1 indicates the assumptions used in Scenario A assume
                                            an Initial Public Offering and the assumptions used in Scenario B assume the Company will
                                            continue to operate as it historically operated. We also note the assumptions used in the
                                            valuation as of December 6, 2024 appear to only reflect the assumptions under Scenario B.
                                            Please address the following:

 ● Explain
                                            why the potential impact of an IPO does not appear to have been reflected in the assumptions
                                            used in the valuation as of December 6, 2024 since, as indicated in prior filings and in
                                            the December 6th Purchase Agreement, an IPO was contemplated when the stock purchase agreement
                                            was entered and the stock purchase by Mr. John will not close until after the IPO.

 ● Provide
                                            us a timeline of Mr. John’s involvement with the Company prior to the December 6, 2024
                                            Stock Purchase Agreement and a timeline of the negotiations that resulted in his employment
                                            agreement dated May 9, 2025.

Response:
In response to Staff’s comments we have clarified the assumptions behind the valuation and the timeline of events describing
Mr. John’s involvement with the Company that led to the employment agreement dated May 9. 2025:

Valuation
Assumptions

Scenario
B reflects the Company’s historical operations as a privately held, family-operated business, limited by access to capital and
dependent on personally guaranteed floorplans by the founder (Mr. Jason Ruegg). This scenario assumes steady but modest growth, consistent
with the Company’s historical trajectory. At that point in time, although discussions of a potential IPO had occurred, there was
no certainty or commitment that an IPO would actually proceed or be consummated. Because of this, and the fact that timing, and
capital raising remained uncertain, the Company believes that it would not have been appropriate to incorporate IPO related assumptions
into the December 6, 2024 valuation. The December 6 valuation reflected the Company’s fair market value based on its then-current
operating model and financing structure, rather than potential future events.

September
12, 2025

Page
2

Scenario
A projections were prepared once IPO planning progressed to a point where the Company could reasonably assume capital would be available
to support a materially different path. The inclusion of Scenario A alongside Scenario B highlights the distinction between historical
private company operations and the future growth strategy that could be enabled by an IPO.

Also,
please note, as stated in the Registration Statement, the Amended and Restated Agreement for the Purchase and Sale of Capital Stock dated
July 3, 2025 (the “Amended SPA”) and the transactions contemplated under the Amended SPA will close before the closing
of this offering and not after this offering.

Timeline
of Mr. John’s Involvement and Employment Agreement

Mr.
John has been a friend of Mr. Jason Ruegg (the Company’s founder), for approximately four years. During that period, the idea of
taking the Company public was discussed on multiple occasions, but was not acted upon.

In
August 2024, these discussions became more substantive. On December 6, 2024, the Stock Purchase Agreement was executed, at which time
Mr. John became formally involved in the Company’s future plans. Between December 2024 and May 2025, multiple discussions took
place between Mr. John, Mr. Ruegg, and other stakeholders regarding Mr. John’s role within the Company. These discussions ultimately
concluded that Mr. John should serve as CEO. The employment agreement reflecting this decision was finalized and executed on May 9, 2025.

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