SecProbe.io

September 22, 2025
Rick Svetkoff
President and Chief Executive Officer
Starfighters Space, Inc.
Reusable Launch Vehicle Hangar, Hangar Rd
Cape Canaveral, FL, 32920
Re:Starfighters Space, Inc.
Post-Qualification Offering Circular Amendment No. 1
Filed August 26, 2025
File No. 024-12488
Dear Rick Svetkoff:
            We have reviewed your amendment and have the following  comments.
            Please respond to this letter by amending your offering 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 offering statement and the information you
provide in response to this letter, we may have additional comments.
Post-Qualification Offering Circular Amendment No. 1 filed August 26, 2025
General
We note that the cover of your offering circular indicates that this is a best-efforts
offering; however, we note the following disclosures:

•“If the Shares are not approved for listing on NYSE American, we will not
complete the offering” on your cover page;
•“Although after giving effect to this Offering, we expect to meet the minimum
initial and continued listing standards set forth in NYSE American listing
standards, we cannot assure you that the Shares will be, or will continue to be,
listed on NYSE American in the future,” on page 27;
•“Although we believe that we currently meet the NYSE American initial listing
standards, neither we nor Digital Offering can guarantee that the NYSE American
will approve our listing application,” on page 35; and
“There is no minimum number of Securities that we must sell in order to conduct •1.

September 22, 2025
Page 2
a closing in this Offering” and that the Company’s “directors and officers shall be
entitled to purchase Common Stock in the Offering,” on page 11.

Please revise your disclosures to be consistent and clarify whether the consummation
of this offering is conditioned upon the sale of a specific number of securities, sales,
or purchasers.

If the offering is so conditioned, please advise as to how your offering complies with
each of Rule 10b-9 and 15c2-4, if applicable, and revise your disclosure as
appropriate.
2.We note your disclosure “[e]ven if we meet the minimum requirements for listing on
the NYSE American, we may wait before terminating this Offering and commencing
the trading of our Common Stock on the NYSE American in order to raise additional
proceeds.”  Please refer to the note to Instruction A, paragraph(e), which prohibits the
use of Form 8-A for the registration of securities offered under Regulation A to
circumstances where the filing of the Form 8-A and the Commission’s receipt of the
certification from the national securities exchange, if applicable, occurs more than
five calendar days after qualification of the Regulation A offering statement. Please
revise your disclosure to explain the timing of your transaction, including the order of
the sequence of conditions to be satisfied in order for the commencement of trading of
the Common Stock on the NYSE American.

We note the disclosure on page 27 that “[a]lthough after giving effect to this Offering
we expect to meet the minimum initial and continued listing standards set forth in
NYSE American.”  Please reconcile this disclosure with the disclosure on page 35 that
the Company believes it currently meets the NYSE American initial listing standards.
3.We note your offering is being marketed on the Equifund platform and a hyperlink is
provided. This site appears to include certain information that may not be consistent
with the disclosure in your filing, including, among others, claims of partnerships and
agreements, financial forecasts through 2028 (which, in some cases appear to conflict
with your actual historical results), and a tracker indicating that 111.1% of the
offering is “committed.” Please revise your disclosure to address these discrepancies
or explain why you do not believe you are required to do so.
Cover Page
4.Please revise to clarify how you will inform investors of the closing.
Risk Factors
Assuming NYSE American approves our listing application..., page 27
5.You disclose here that you expect to meet the minimum initial and continued listing
standards set forth in NYSE American listing standards, which differs from disclosure
at page 35 stating that you believe that you currently meet the NYSE American initial
listing standards. Please revise or advise. Also, disclose here and on your cover
the certain financial, distribution and stock price levels, and the minimum number of
holders of Shares you must maintain in order to meet the continued listing standards.

September 22, 2025
Page 3
Plan of Distribution
Exchange Listing, page 35
6.We note your disclosure that, even if you meet the minimum requirements for listing
on the NYSE American, you may wait before terminating this Offering and
commencing the trading of your Common Stock on the NYSE American in order to
raise additional proceeds. You further disclose that, as a result, investors may
experience a delay between the closing of their purchase of shares of your Common
Stock and the commencement of exchange trading of your Common Stock on the
NYSE American. Please clarify how this delay may occur in view of disclosure
elsewhere that you intend to have only one closing.
Pooling Agreements, page 35
7.You provide on page 35 that the Pooling Agreements entered into with certain of your
officers, directors, and stockholders do not apply to securities issued hereunder.
However, Exhibit 6.39 provides that in connection with the Listing and as required by
the Company's selling agent, Digital Offering LLC, the Securityholders have agreed
to pool all the Shares, all the Shares issuable upon exercise of the outstanding Share
purchase warrants, and all the Shares issuable upon conversion of the outstanding
secured convertible debentures that are held by Securityholders or to be issued to the
Securityholders upon Listing to be held in escrow. Please revise or clarify this
discrepancy. Please also disclose all material terms of the Pooling Agreements,
including the number of shares subject to transfer restrictions, the shares covered by
the agreements, and the trading price and volume exceptions to lock-up.
Other Procedures for Subscribing, page 38
For rejected subscriptions, please confirm whether funds will be returned to investors
within ten business days of the date the investor tenders the funds into escrow, as we
note “there may be a significant amount of time between such Investor’s subscription
and the Company’s acceptance or rejection of such subscription,” as indicated in
Section 5 of the Subscription Agreements.  Once the Company accepts an investor’s
subscription, clarify whether the Company may later decide to reject such subscription
any time before the closing of the Offering, as we note in Section 5 of the
Subscription Agreement that the “Company may accept or reject this subscription at
any time prior to the closing of this offering.”  Assuming approval for listing on the
NYSE American, explain the process once the Company has determined to terminate
the offering and close the Offering, including how you will inform investors of such
closing date and listing date, as well as the mechanics of the settlement process and
how you will inform investors of the settlement cycle.  As it appears that you may
have an undetermined time to process subscription requests and can reject a
subscription for any reason, an undetermined time to have the closing, may terminate
the offering at any time, and you will not complete this offering unless the Shares are
approved for listing on the NYSE American, please provide your analysis as to
whether your offering should be considered to be an impermissible delayed offering
and not a continuous offering within the meaning of Rule 251(d)(3)(i)(F) of
Regulation A.  If the offering is intended to be a continuous offering within the 8.

September 22, 2025
Page 4
meaning of Rule 251(d)(3)(i)(F) of Regulation A, please revise your cover page to
disclose that the offering will commence within two calendar days after qualification.
Acceptance of Subscriptions, page 39
9.Explain the provisions in Section 4 of your subscription agreements providing that an
investor may revoke a subscription at any time prior to the Company’s acceptance and
execution of the subscription agreement, and how such revocation may be done.
Use of Proceeds, page 41
10.We note you provide that as of the date of this filing, your Regulation A Tier 2
offering has sold an aggregate of 4,996,697 shares of common stock for gross
proceeds of $17,938,142. Please revise to clarify here and throughout as appropriate
(for example, in your Plan of Operations section) whether the gross proceeds already
raised are reflected in these disclosures. If so, please detail how those proceeds are
being utilized by the Company.
Description of Business
Competitive Strengths
Proven Operational History, page 48
11.Please reconcile your claims in this section with disclosure in your risk factor section
and elsewhere that the Company has a limited operating history.
Property, page 50
12.Please update your disclosure with respect to the lease agreement with Space Florida.
In this regard we note your disclosure that, effective June 1, 2024 the Company
agreed to extend the term of the Lease Agreement of the Premises through May 31,
2025.

September 22, 2025
Page 5
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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.
            Please contact Michael Purcell at 202-551-5351 or Liz Packebusch at 202-551-8749
with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Michael Shannon