SecProbe.io

CORRESP
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    Giovanni Caruso

    Partner

    345 Park Avenue

    New York, NY 10154

    Direct     212.407.4866

    Main       212.407.4000

    Fax          212.407.4990

    gcaruso@loeb.com

Via EDGAR

September 8, 2025

Conlon Danberg and Jane Park
 U.S. Securities & Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

Re: Relativity Holdings Inc.

  Amendment No. 2 to

  Draft Registration Statement on Form F-4

  Submitted June 23, 2025

  CIK No. 0002072188

Dear Mr. Danberg and Ms. Park:

On behalf of our client, Relativity Holdings
Inc. (the “Company”), we hereby provide a response to the comments issued in a letter dated August 26, 2025 (the “Staff’s
Letter”) regarding Amendment No. 2 to the Draft Registration Statement on Form F-4 (the “Amended Registration Statement
No. 2”) confidentially submitted to the Securities and Exchange Commission (the “Commission”). The Company has
revised the Amended Registration Statement No. 2 in response to the Staff’s Letter and is concurrently filing the Registration
Statement via Edgar (the “Registration Statement”).

In order to facilitate the review by the Commission’s
staff (the “Staff”) of the Registration Statement, we have responded, on behalf of the Company, to the comments set forth
in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments
and correspond to the numbered paragraph in the Staff’s Letter.

Amendment No. 2 to Draft
Registration Statement on Form F-4 submitted August 12, 2025 Cover Page

Cover Page

 1. We note your response and revised
                                            disclosure in response to prior comment 4 and reissue the comment in part. Your response
                                            letter indicates that A.G.P. waived a deferred fee. However, your disclosure states that
                                            it is a closing condition for the IPO Underwriter to have executed a Fee Waiver Agreement
                                            "on terms prescribed and agreed by the Target Company," but this agreement does
                                            not appear to be discussed elsewhere in the prospectus. Please revise to clarify if the IPO
                                            Underwriter is owed any deferred underwriting compensation and whether such IPO Underwriter
                                            has entered into any agreement to waive any fees it may be owed, including the Fee Waiver
                                            Agreement required as a closing condition for the Business Combination.

Response: The disclosure on
pages 5, 87 and 99 of the Registration Statement has been revised to reflect that the waiver was obtained.

    Los Angeles    New York    Chicago
                               Nashville    Washington, DC     San Francisco    Beijing    Hong Kong    www.loeb.com

    For the United States offices, a limited liability partnership
    including professional corporations. For Hong Kong office, a limited liability partnership.

    Conlon Danberg and Jane Park

    September 8, 2025

    Page 2

 2. We reissue prior comment 6. We refer
                                            to your cover page disclosure relating to the material conflicts of interest of the
                                            Sponsor and the SPAC's directors and officers in connection with the de-SPAC transaction.
                                            Please revise your cover page to discuss any actual or potential sources of conflicts
                                            of interest between the Sponsor's promoters and the target company's officers and directors
                                            on one hand, and the unaffiliated security holders as required by Item 1604(a)(4) of
                                            Regulation S-K, as applicable. Please also revise the Summary section to disclose any actual
                                            or potential material conflicts of interest accordingly. Refer to Item 1604(b)(3).

Response: The disclosure on
the cover page of the Registration Statement has been revised in accordance with the Staff’s comments.

 3. We note your revised disclosure in
                                            response to prior comment 7 and reissue the comment in part. Please prominently disclose
                                            the reason for the June 3, 2024 Nasdaq delisting of Relativity's Class A Common
                                            Stock, Units and Warrants.

Response: The disclosure on
the cover page and on page 135 of the Registration Statement has been revised in accordance with the Staff’s comments.

Background of the Business Combination,
page 94

 4. We note your revised disclosure in
                                            response to prior comment 17, which we reissue. Please revise to significantly expand the
                                            disclosure in this section to discuss the negotiations relating to the material terms of
                                            the transaction, including, but not limited to the evolution of the transaction structure,
                                            the merger consideration and valuation of Instinct Brother. In your revised disclosure, please
                                            explain the reasons for such terms, each party's position on such issues, the proposals and
                                            counter-proposals made during the course of the negotiations, and how you reached agreement
                                            on the final terms, including the calculation of the merger consideration. As a related matter,
                                            where you disclose general topics and agreements that were discussed at each meeting, please
                                            provide additional detail regarding the substance of those discussions and material terms
                                            of the relevant agreements.

Response: The disclosure on
pages 96-101 of the Registration Statement has been revised in accordance with the Staff’s comments.

    Conlon Danberg and Jane Park

    September 8, 2025

    Page 3

Timeline of the Merger, page 100

 5. We note your response to prior comment
                                            24 and reissue the comment. Your response states that the findings of Aquaxis Law Group are
                                            subject to attorney client privilege. However, we refer to your disclosure that "Relativity
                                            shared the final due diligence report with Instinct Brothers and its legal counsel, Darryl,
                                            Edward &Co." Please provide us with your analysis regarding the applicability
                                            of Item 1607(a) of Regulation S-K.

Response: Because Aquaxis is
a law firm, its diligence findings that were reported to management are the equivalent of an opinion of counsel, and as such should not
be provided pursuant to Item 1607(a).

 6. We note your additional disclosure
                                            regarding a July 2, 2025 video conference and your placeholder stating "[changes
                                            to be described]." In your next amendment, please provide the applicable disclosure.

Response: The disclosure on
pages 100-101 of the Registration Statement has been revised in accordance with the Staff’s comments.

Guideline Publicly Traded Companies Analysis, page 109

 7. We note your revised disclosure that
                                            the valuation range of $85 million to $306 million cited in connection with the Guideline
                                            Publicly Traded Companies Analysis was derived by taking the mean and median market capitalizations
                                            of the 32 identified comparable public companies. Please explain why the median value was
                                            determined to be a meaningful representation of the low end of the valuation range and the
                                            mean value was likewise determined to be a meaningful representation of the high end of the
                                            valuation range. In this regard, we note that mean and median are both measures of central
                                            tendency and it is not clear why these figures would be considered end points for a range
                                            of values. Please discuss in greater detail why the median value represents the "low"
                                            end of the range instead of the "high" end of the range and vice versa, and what
                                            consideration was given to the fact that the pre-money total enterprise value of $200 Million
                                            significantly exceeded the median value in the Guideline Publicly Traded Companies Analysis.

Response: The disclosure on
page 109 of the Registration Statement has been revised in accordance with the Staff’s comments.

    Conlon Danberg and Jane Park

    September 8, 2025

    Page 4

Unaudited Pro Forma Condensed Combined Financial
Information

Note 3. Adjustment (c) to unaudited pro forma condensed combined financial information, page 126

 8. It appears that the negative balances
                                            of adjusted net assets should increase rather than decrease the IFRS 2 charge for listing
                                            services. Please ensure the calculation is mathematically correct.

Response: The disclosure on
pages 126-128 of the Registration Statement has been revised in accordance with the Staff’s comments.

Dilution to Relativity's Stockholders,
page 128

 9. Please revise your presentation to
                                            clearly show the nature and amounts of each source of dilution used to determine net tangible
                                            book value per share, as adjusted; the number of shares used to determine net tangible book
                                            value per share, as adjusted; and any adjustments to the number of shares used to determine
                                            the per share component of net tangible book value per share, as adjusted. Please clarify
                                            why the number of "Total Shares" in the first table ranges from 28,816,238 to 28,753,750
                                            where as the number of "Total PubCo Ordinary shares outstanding post de-SPAC" in
                                            the second table ranges from 22,562,488 to 22,562,488.

Response: The disclosure on
page 131 of the Registration Statement has been revised in accordance with the Staff’s comments.

 10. Please revise your disclosure to
                                            describe, outside of the table, each material potential source of future dilution that non-redeeming
                                            shareholders may experience by electing not to tender their shares in connection with the
                                            de-SPAC transaction, including sources not included in the table with respect to the determination
                                            of net tangible book value per share, as adjusted. Please refer to Item 1604(c) of Regulation
                                            S-K.

Response: The disclosure on
page 131 of the Registration Statement has been revised in accordance with the Staff’s comments.

Sponsor Information, page 142

 11. Please provide the disclosure required
                                            by Item 1603(c) of Regulation S-K.

Response: The disclosure on
pages 146-147 of the Registration Statement has been revised in accordance with the Staff’s comments.

Information about BIOT, page 150

 12. We reissue prior comment 35. Please
                                            revise to clarify the meaning of scientific or technical terms the first time they are used
                                            in order to ensure that lay readers will understand the disclosure. For example, please clarify
                                            the meaning of terms such as paracrine signaling potential and chorioallantois cells.

Response: The disclosure on
pages 154, 159 and 162 of the Registration Statement has been revised in accordance with the Staff’s comment.

    Conlon Danberg and Jane Park

    September 8, 2025

    Page 5

Revenue, page 185

 13. As previously requested, please disclose
                                            how you concluded that the 2024 sales decline was only temporary and whether your actual
                                            2025 sales have increased in line with your expectations. It is not clear whether there is
                                            a reasonable basis to characterize the decline as "temporary", particularly since
                                            your new products have lower sales prices than your existing products.

Response: The disclosure on
page 190 of the Registration Statement has been revised to remove the term “temporary” from the disclosure.

 14. Please expand your disclosure to
                                            explain the substantial decline in EC Marketing Services revenue. Further, please reconcile
                                            your reference to expanded "clinic partnerships" on page 185 with the page 172
                                            disclosure that appears to reference the existence of only one franchised clinic.

Response: The disclosure on
page 190 of the Registration Statement has been revised in accordance with the Staff’s comments.

Expenses, page 186

 15. As previously requested, please disclose
                                            the reasons for the significant change in Other Income. We note that the account decreased
                                            from $282,750 to $197,700.

Response: The disclosure on
page 191 of the Registration Statement has been revised in accordance with the Staff’s comments.

 16. It remains unclear why your effective
                                            tax rate increased from 8% in 2023 to 41% in 2024. The disclosure that you added in your
                                            response to comment 49 appears inconsistent with the corresponding disclosures in Note 18
                                            on page F-82. Note that any material changes in your deferred tax assets and liabilities
                                            may warrant specific disclosures in the financial statement footnotes pursuant to paragraphs
                                            80-82 of IAS 12.

Response: The disclosure on
pages 191-192 of the Registration Statement has been revised in accordance with the Staff’s comment. The additional disclosures
regarding deferred tax assets and liabilities are included in Note 18 to the financial statements in accordance with paragraphs 80–82
of IAS 12.

    Conlon Danberg and Jane Park

    September 8, 2025

    Page 6

Certain Relationships and Transactions
of BIOT, page 204

 17. We refer to your disclosure on page 204
                                            that your Sales and Manufacturing Agreement with Hiroki Global Co., Ltd. “form[s]
                                            an important part of the Instinct Brothers Group’s vertically integrated operations.”