October 24, 2024

Nadir Ali
Chief Executive Officer
Grafiti Holding Inc.
268 Bath Road, Slough
United Kingdom, 4DXUK

       Re: Grafiti Holding Inc.
           Registration Statement on Form S-1
           Filed September 27, 2024
           File No. 333-282359
Dear Nadir Ali:

       We have reviewed your 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.

Registration Statement on Form S-1
Plan of Distribution, page 76

1.     Please disclose whether your common stock has a history of trading
       in private transactions. If so, disclose the extent of the coordination
between your
       Advisor and Nasdaq about the sales prices in recent private
transactions, including
       high and low sales prices. To the extent material, add a risk factor to
address the risk
       that the opening trading price may not be related to historical sales
prices.
 October 24, 2024
Page 2
2.     Please disclose the process of the price validation test, including the
methodology and
       process that Maxim will use to select price bands for purposes of
applying
       the price validation test.
3.     We note that Maxim Group will serve as the company   s financial advisor
in
       connection with the direct offering on Nasdaq. Please tell us whether
Maxim is
       considered independent under Nasdaq   s listing standards for direct
listings. Please tell
       us whether Maxim provided any investing banking services to the company
within the
       12 months preceding the valuation or has engaged in investment banking
services to
       the company in connection with the proposed listing, any related
financings or other
       related transactions.
Signatures, page II-6

4.     We note that Nadir Ali has signed the registration statement on behalf
of the
       registrant. Please revise the Signatures section to also include Mr.
Ali's signature in
       his capacity as the registrant   s chief executive officer and director.
Refer to the
       Instructions to Signatures in Form S-1.

        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at
202-551-3361
if you have questions regarding comments on the financial statements and
related
matters. Please contact Matthew Crispino at 202-551-3456 or Jan Woo at
202-551-3453 with
any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Technology
cc:   Kevin Friedmann