SecProbe.io

CORRESP
 1
 filename1.htm

 Starfighters Space, Inc.: CORRESP - Filed by newsfilecorp.com

 Reply to the Attention of:
 Michael Shannon

 Direct Line:
 604.893.7638

 Direct Fax:

 Email Address:
 Michael.shannon@mcmillan.ca

 Our File No.:
 1018399-299123

 Date:
 October 16, 2025

 Division of Corporation Finance
 Office of Energy & Transportation
 U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549
 Attention: Michael Purcell
 Dear Sirs/Mesdames:
 Re:   Starfighters Space, Inc. Post-Qualification Offering Circular Amendment No. 1 Filed August 26, 2025 File No. 024-12488 Response Letter to SEC Comments on September 22, 2025
 We are counsel for and write on behalf of Starfighters Space, Inc. (the " Company ") in response to the Staff's letter of September 22, 2025 (the " Comment Letter ") from the Division of Corporation Finance, Office of Energy & Transportation, of the United States Securities and Exchange Commission (the " Commission ") as well as the Staff's verbal comment received after the Comment Letter was received by the Company.
 On behalf of the Company, we are furnishing to the Commission herewith, via the EDGAR system, a Post-Qualification Offering Circular Amendment No. 2 to the Company's Post-Qualification Offering Circular Amendment No. 1 submitted August 26, 2025 (the " PQA No. 2 ").
 On behalf of the Company, we provide below the Company's item-by-item responses to the comments made in the Comment Letter as well as the verbal comment.  We confirm that the factual information provided herein relating to the Company has been made available to us by the Company.  We also confirm that paragraph numbering used for each response herein below corresponds to the paragraph numbering used in the Comment Letter.  We confirm that the disclosure changes described herein below have been made in the PQA No. 2 as submitted to the Commission.

 McMillan LLP | Royal Centre, 1055 W. Georgia St., Suite 1500, Vancouver, BC, Canada V6E 4N7 | t 604.689.9111 | f 604.685.7084 Lawyers | Patent & Trademark Agents | Avocats | Agents de brevets et de marques de commerce Vancouver | Calgary | Toronto | Ottawa | Montréal | mcmillan.ca

 October 16, 2025

 Page 2

 Post-Qualification Offering Circular Amendment No. 1 filed August 26, 2025
 Commission Comment :
 General
 1.   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 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.
 Company Response :
 We confirm, on behalf of the Company, that the Company has revised its disclosure to be consistent and has clarified on the cover page that the consummation of the Offering is conditioned on the sale of the total minimum of public offering as set forth in the table on the cover page.
 In addition, the Company has added the following disclosure on the cover page:
 "This is a continuous offering pursuant to Rule 251(d)(3)(i)(F) of Regulation A. The Offering commenced on September 6, 2024, and a total of 4,996,697 Shares have been sold, leaving a balance of 6,145,364 Shares available for sale pursuant to the Offering. We will resume this Offering within two calendar days of the Qualification Date and will continue to offer the Shares for an indefinite period of time (which may exceed 30 days from the Qualification Date) until the Offering is terminated. This Offering will terminate on the earlier of (i) twelve (12) months following the Qualification Date, unless earlier terminated by the Company, (ii) the date on which the Maximum Offering is sold, or (iii) when the board of directors of the Company (the "Board") elects, in its sole discretion, to terminate the Offering (in each such case, the "Termination Date"). We intend to complete one final closing in this Offering after achieving the Minimum Offering. After the closing, funds tendered by investors will be made available to us. The minimum investment amount for an investor is $718; however, we reserve the right to waive this minimum in the sole discretion of our management.

 October 16, 2025

 Page 3

 This Offering is being conducted on a best-efforts basis. We intend to complete one final closing for this Offering and will determine the closing date at our discretion based on our review of subscriptions received and in consultation with Digital Offering. While we intend to close the Offering as soon as possible following the qualification of the Post Qualification Offering Statement by the SEC, we will not close the Offering until the Shares are approved for listing on NYSE American. As a result, we will not close this Offering until we can establish that we have met the Minimum Listing Standards. If we do not meet the Minimum Listing Standards by the Termination Date, we will terminate this Offering and all funds tendered by investors with their subscriptions will be promptly returned to such investors in accordance with Rules 10b-9 and 15c2-4 under the Exchange Act. Once we have determined to close the Offering, we will inform investors of such closing date and the listing date via e-mail at least seven calendar days prior to the closing date, at the e-mail addresses designated by such investors in their respective subscription agreements. For more information regarding subscriptions and subscription agreements, see the section titled " Plan of Distribution-Procedures for Subscribing " beginning on page 41 of this Offering Circular. On the closing date, funds tendered by investors with their subscriptions will be made available to us and we will issue such investors their respective Shares."
 Furthermore, we hereby confirm, on behalf of the Company, that the Offering is conditioned on the sale of the total minimum of public offering (based on the Minimum Listing Standards) as set forth in the table on the cover page, and if the Company does not meet the Minimum Listing Standards by the Termination Date, the Company will terminate the Offering and all funds tendered by investors to the Escrow Agent will be promptly returned to such investors.
 Commission Comment :
 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.

 October 16, 2025

 Page 4

 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.
 Company Response :
 We confirm, on behalf of the Company, that the Company has revised the disclosure on the cover page to provide as follows:
 " We have applied to list the Shares on the NYSE American LLC (" NYSE American ") under the symbol "FJET". To qualify for such listing, we must meet the following minimum quantitative standards of NYSE American: (i) completion of the Offering at a price per Share of at least $3.00; (ii) at least 400 public Shareholders; (iii) public float of at least 1,000,000 Shares; (iv) an aggregate market value of publicly-held Shares of at least $15,000,000; (v) aggregate stockholders' equity of at least $4,000,000; and (vi) at least two years of operating history (the " Minimum Quantitative Standards "). The fact that an applicant company for listing may meet the Minimum Quantitative Standards does not necessarily mean that its application will be approved.  NYSE American retains broad discretion to consider other factors including, but are not limited to, the applicant's historical record and pattern of growth, its financial integrity (including the applicant's ability to meet its anticipated financial liquidity requirements for at least 12 months following listing), and its future outlook (the " Minimum Qualitative Standards " and together with the Minimum Quantitative Standards, the " Minimum Listing Standards ").  If our application is approved, we intend to request that the listing of the Shares will be made effective upon NYSE American's certification of our Form 8-A, which we plan to file concurrently with qualification of (a) the post-qualification amendment of the offering statement on Form 1-A (as so amended, the " Post Qualification Offering Statement ") of which this offering circular (the " Offering Circular ") forms a part, or (b) a further post-qualification amendment to the Offering Statement, if NYSE American's certification of our Form 8-A were to occur more than five calendar days following qualification of the Post Qualification Offering Statement. If the Shares are not approved for listing on NYSE American, we will not complete the Offering contemplated hereby. No assurance can be given that our application to list on NYSE American will be approved or that an active trading market for the Shares will develop. The Shares are not currently listed or quoted on any exchange."
 In addition, we confirm, on behalf of the Company, that the Company has revised the disclosure under " Plan of Distribution - Exchange Listing " to now provide that the Company believes that it will be in a position to meet the Minimum Listing Standards for such listing if at least 9,063,550 shares are sold in the Offering.

 October 16, 2025

 Page 5

 Commission Comment :
 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.
 Company Response :
 We confirm, on behalf of the Company, that the Company has reviewed and revised the disclosure on the Equifund platform to address the discrepancies between such disclosure and the disclosure in the Company's PQA No. 2.
 Commission Comment :
 Cover Page
 4.   Please revise to clarify how you will inform investors of the closing.
 Company Response :
 We confirm, on behalf of the Company, that the Company has revised the disclosure on the cover page to provide that once the Company has determined to close the Offering, it will inform investors of such closing date and the listing date via e-mail at least seven calendar days prior to the closing date, at the e-mail address designated by such investors in their respective subscription agreements.
 Commission Comment :
 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.

 October 16, 2025

 Page 6

 Company Response :
 We confirm, on behalf of the Company, that the Company has revised the disclosure on page 35 under "Plan of Distribution - Exchange Listing" has been revised to now provide that the Company believes that it will be in a position to meet the Minimum Listing Standards for such listing if at least 9,063,550 shares are sold in the Offering.
 In addition, we confirm, on behalf of the Company, that the Company has included the following disclosure on the cover page with respect to the certain financial, distribution and stock price levels, and the minimum number of holders of Shares the Company must maintain in order to meet the continued listing standards:
 " As described in more detail herein under the heading " Plan of Distribution - Exchange Listing ," NYSE American will retain broad jurisdiction to determine whether a security that is approved for listing warrants continued trading and/or listing; in making this determination the NYSE American will take many factors into account, such as the degree of investor interest in the company, its prospects for growth, the reputation of its management, the degree of commercial acceptance of its products, and whether its securities have suitable characteristics for auction market trading.  Generally, for continued listing on the NYSE American, we must maintain at least 300 public shareholders, 200,000 publicly held shares, a market value of publicly held shares of at least $1 million, stockholders' equity of $2-$6 million depending on recent losses, and compliance with the exchange's low-price criteria, under which the NYSE American staff may deem a company's common stock unsuitable for continued listing if it trades for a substantial period of time at a low price per share (generally below $1.00)."
 Furthermore, we confirm, on behalf of the Company, that the Company has revised the risk factor " Assuming NYSE American approves our listing application, we may fail to comply with the continued listing standards of the NYSE American, which may result in a delisting of our Shares." to include the following disclosure:
 " We have applied to list the Shares on the NYSE American under the symbol "FJET." If our Common Stock is not approved for listing on NYSE American, we will not complete the Offering contemplated hereby.  We believe that we will be in a position to meet the Minimum Listing Standards for such listing if at least 9,063,550 Shares are sold in the Offering.  The Offering commenced on September 6, 2024, and a total of 4,996,697 Shares have been sold to date, leaving a balance of 6,145,364 Shares available for sale pursuant to the Offering.  Accordingly, we believe we must s