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May 31, 2024
Rick Svetkoff
Chief Executive Officer
Starfighters Space, Inc.
Reusable Launch Vehicle Hangar, Hangar Rd
Cape Canaveral, FL 32920
Re:Starfighters Space, Inc.
Draft Offering Statement on Form 1-A
Submitted May 3, 2024
CIK No. 0001947016
Dear Rick Svetkoff:
            We have reviewed your draft offering statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR.
Please refer to Rule 252(d) regarding the public filing requirements for non-public submissions,
amendments and correspondence. 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 your amended draft offering statement or filed offering statement and
the information you provide in response to this letter, we may have additional comments.
Draft Offering Statement on Form 1-A
Summary, page 7
1.You suggest that you have ongoing operations but also disclose elsewhere in your offering
statement, including risk factors, a limited operating history and that you need to develop,
test, and certify your planned systems and obtain a license from the FAA. We also note
that you intend to use the net proceeds for your business strategy, including, without
limitation, research and development, asset improvement, and pilot training. Please revise
your Summary and other relevant sections of your offering statement to expand your
disclosures regarding the current status of your operations and/or development in each
area of focus that you describe.
Capitalization, page 24
2.We note you present capitalization as adjusted to reflect the sale of 9,749,303 shares of
Common Stock at a purchase price of $3.59 per share in this Offering on page 25.

 FirstName LastNameRick Svetkoff
 Comapany NameStarfighters Space, Inc.
 May 31, 2024 Page 2
 FirstName LastNameRick Svetkoff
Starfighters Space, Inc.
May 31, 2024
Page 2
Considering this Offering is not a firm commitment by an underwriter, please tell us why
it is appropriate to include only the maximum number of shares to be offered in the
capitalization. Refer to Rule 170 of Securities Act of 1933.
Plan of Distribution, page 27
3.We note your disclosure that the Broker is not distributing any offering circulars or
making any oral representations concerning this Offering Circular or this Offering. We
also note that Section 4 paragraph (c) of the Engagement Agreement with Digital
Offering states that the "Company hereby authorizes Digital Offering to transmit to the
prospective Investors the Offering Circular and Authorized Sales Materials." Please revise
to reconcile this apparent inconsistency.
Use of Proceeds, page 30
4.We note you present amounts of total proceeds available for use under four different
scenarios. Please revise to disclose the amount of broker and affiliate commissions and
fees under each scenario.
5.We note you allocated a portion of the proceeds to purchase inventory. However, we note
you have not presented any amounts of inventory in your balance sheets. Please provide a
note to describe the nature of inventory you plan to purchase. In addition, you allocate a
large portion of proceeds to working capital reserves. Please provide a note to describe
what comprises the working capital reserves and clarify whether working capital reserves
also include inventory.
6.Expand your tabular disclosure to clarify how much of the allocated amounts are
designated for the compensation payable to your executive officers, as noted at page 32.
Description of Business, page 33
7.We note your disclosures that you operate the world’s only commercial fleet of flight-
ready Lockheed F-104s. Please expand your disclosures to describe the status of your fleet
and business operations in more detail, including but not limited to, the age(s) of your
aircraft. Insofar as such aircraft presumably have been in use for many years, also discuss
the potential obsolescence of avionics, etc. We note the related risk factor disclosure at
page 15 under "Our fleet of supersonic Aircraft requires continued sourcing and inventory
evolution, regular maintenance and the replacement of aging parts."
8.Expand the discussion under "Our Products and Services" to provide a more detailed
discussion of the status of your operations, including all material pending regulatory
approvals and the development of "StarLaunch." Distinguish between historical
operations and those which are only in the planning stages, and make corresponding
revisions throughout the document. For example, we note the reference at page 36 to your
"established operational history" providing you with a competitive advantage.

 FirstName LastNameRick Svetkoff
 Comapany NameStarfighters Space, Inc.
 May 31, 2024 Page 3
 FirstName LastName
Rick Svetkoff
Starfighters Space, Inc.
May 31, 2024
Page 3
Also, explain further your suggestion at page 35 that you intend to be a pioneer in
hypersonic passenger travel.
9.Expand the discussion under "Suppliers" at page 39 to explain the planned use for the 22
engines you are purchasing, and disclose that your CEO signed the related agreement on
behalf of both parties.
Employees, page 40
10.You state that your officers are employees, but reference to the agreement involving your
CFO suggests that he is a consultant. Please revise to clarify in each case whether the
officers are employees or consultants.

Also, please revise your risk factor and related disclosure regarding your CEO to clarify,
if true, that he has no employment agreement. Lastly, please revise to disclose how his
compensation is determined.
Financial Conditions and Results from Operations, page 41
11.We note you provided two years of financial statements for the years ended December 31,
2023 and 2022, but you only provided discussion and analysis of financial conditions and
results from operations for the year ended December 31, 2023. Please clarify why you did
not provide discussion of financial conditions and results from operations for the year
ended December 31, 2022. Refer to Item 9 of Form 1-A and revise as appropriate.
12.Please revise to discuss the causes of material changes from 2022 to 2023 in financial
statement line items, to the extent necessary for an understanding of your business as a
whole. Refer to Instruction to Item 9(a) of Form 1-A
13.We note you have not earned revenues for the years reported. Please clarify why you did
not describe your plan of operation for the 12 months following the commencement of the
proposed offering. If such information is not available, the reasons for its unavailability
must be stated. For details, refer to Item 9(c) of Form 1-A and revise as appropriate.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Note Regarding Financial Information, page 41
14.We note you provided a statement that "Since the Company was incorporated on
September 6, 2022, the initial fiscal year is from September 6, 2022 to December 31,
2022.” However, we also note you provided two years’ financial statements for the years
ended December 31, 2023 and 2022. Please clarify your statement or revise accordingly.

 FirstName LastNameRick Svetkoff
 Comapany NameStarfighters Space, Inc.
 May 31, 2024 Page 4
 FirstName LastName
Rick Svetkoff
Starfighters Space, Inc.
May 31, 2024
Page 4
Liquidity and Capital Resources, page 42
15.Please provide the following information pursuant to Item 9(b) of Form 1-A.

•Information regarding your liquidity both short and long term including a description
and evaluation of the internal and external sources of liquidity and a brief discussion
of any material unused sources of liquidity. If a material deficiency in liquidity is
identified, indicate the course of action that you have taken or proposes to take to
remedy the deficiency; and

•Your material commitments for capital expenditures as of December 31, 2023 and an
indication of the general purpose of such commitments and the anticipated sources of
funds needed to fulfill such commitments.
Directors, Executive Officers, and Significant Employees
Business Experience, page 44
16.Please revise your CEO's business experience description to clarify his role(s) with the
company and any predecessor entity during the past 5 years. Refer to Item 10(c) of Form
1-A.
Convertible Debentures, page 53
17.We note that the debentures mature in less than nine months, and that they convert in the
event of a "Public Listing." Please provide expanded disclosure regarding your plans vis-
a-vis a potential Nasdaq listing.
Exhibits
18.We note the existence of contracts and subcontracts described in recent news on your
website, and your risk factor disclosure regarding indemnity provisions in agreements
“with certain other parties” under which you agree to indemnify those parties for losses
suffered or incurred as a result of claims of intellectual property infringement and, in some
cases, for damages. Please revise to disclose all material terms of agreements, and ensure
that you file all material agreements as exhibits to the offering statement, or tell us why
you believe they are not required to be filed.
General
19.We note that your Certificate of Incorporation contains an exclusive forum clause which
identifies the Court of Chancery of the State of Delaware as the exclusive forum for
certain litigation, including any “derivative action.” Please disclose whether that provision
applies to actions arising under the Securities Act or Exchange Act. In that regard, we note
that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction

 FirstName LastNameRick Svetkoff
 Comapany NameStarfighters Space, Inc.
 May 31, 2024 Page 5
 FirstName LastName
Rick Svetkoff
Starfighters Space, Inc.
May 31, 2024
Page 5
for federal and state courts over all suits brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder. If the provision applies to
Securities Act claims, please also revise your offering statement to state that there is
uncertainty as to whether a court would enforce such provision and that investors cannot
waive compliance with the federal securities laws and the rules and regulations
thereunder. If this provision does not apply to actions arising under the Securities Act
or Exchange Act, please also ensure that the exclusive forum provision in the governing
documents states this clearly, or tell us how you will inform investors in future filings
that the provision does not apply to any actions arising under the Securities Act or
Exchange Act.
20.Similarly, disclose in the offering circular whether the parallel provision in the
subscription agreement applies to Securities Act or Exchange Act claims.
            Please contact Steve Lo at 202-551-3394 or Raj Rajan at 202-551-3388 if you have
questions regarding comments on the financial statements and related matters. Please contact
Cheryl Brown at 202-551-3905 or Timothy Levenberg at 202-551-3707 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael Shannon