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CORRESP
 1
 filename1.htm

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

 December 5, 2025
 VIA EDGAR
 Securities and Exchange Commission
 Division of Corporation Finance
 Office of Energy & Transportation
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention:   Michael Purcell
   Liz Packerbusch
 Re:   Starfighters Space, Inc.
   Post-Qualification Amendment No. 3 to Offering Statement on Form 1-A
   Filed December 2, 2025
   File No. 024-12488
 Dear Mr. Purcell and Ms. Packerbusch,
 Starfighters Space, Inc., a Delaware corporation, hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Post-Qualification Amendment No. 3 to Offering Statement on Form 1-A to become qualified at 9:00 a.m. Eastern Time on December 10, 2025, or as soon thereafter as possible.
 Should you have any questions or require any additional information with respect to this filing, please contact Michael Shannon at (604) 893-7638 or email: Michael.shannon@mcmillan.ca .  Thank you for your assistance and cooperation.
 Very truly yours,
 STARFIGHTERS SPACE, INC.
 By: /s/ David Whitney __________
 Name: David Whitney
 Title: Chief Financial Officer

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:
 December 2, 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. 2 Filed October 17, 2025 File No. 024-12488 Response Letter to SEC Oral Comments on December 1, 2025
 We are counsel for and write on behalf of Starfighters Space, Inc. (the " Company ") in response to the Staff's oral comments of December 1, 2025 (the " Comments ") from the Division of Corporation Finance, Office of Energy & Transportation, of the United States Securities and Exchange Commission (the " Commission ").
 On behalf of the Company, we are furnishing to the Commission herewith, via the EDGAR system, a Post-Qualification Offering Circular Amendment No. 3 (" PQA No. 3 ") to the Company's Post-Qualification Offering Circular Amendment No. 2 submitted October 17, 2025.
 On behalf of the Company, we provide below the Company's item-by-item responses to the comments made in the Comments.  We confirm that paragraph numbering used for each response herein below corresponds to the order of the Comments received from the Commission.
 Commission Oral Comment :
 1.   Please file an amendment to the Post-Qualification Offering Circular Amendment No. 2 to include an updated auditor consent.

 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

 December 2, 2025

 Page  2

 Company Response :
 We confirm, on behalf of the Company, that the Company has filed PQA No. 3, which includes an updated auditor consent filed as Exhibit 11.1.
 Commission Oral Comment:
 2.   Please ensure that the hyperlink to the Equifund platform contained in the offering circular provides access to the most recent Post-Qualification Amendment to the Offering Statement filed with the Commission.
 Company Response:
 We confirm, on behalf of the Company, that the hyperlink to the Equifund platform contained in the offering circular provides access to the most recent PQA No. 3 that has now been filed with the Commission.
 On behalf of the Company we sincerely hope and trust that each of the foregoing and the PQA No. 3 is clear and satisfactory in this matter and truly responsive to the Commission's Comments, which the Company has found helpful; however, should the Commission have any further comments or questions arising from any of the same please do not hesitate to contact the writer (at (604) 893-7638 or email: michael.shannon@mcmillan.ca ) at any time.
 On behalf of the Company we thank the Commission for its prompt attention to and ongoing cooperation in this matter, and we remain,

 Yours very truly,

 /s/ Michael Shannon

 Michael Shannon*

 for McMillan LLP

 Enclosure
 cc:   The Company; Attention: Rick Svetkoff
 *Law Corporation

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

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

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

    Digital Offering, LLC
1461 Glenneyre Street, Suite D

    Laguna Beach, CA 92651

    September 5, 2024

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance
Office of Technology

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention:  Cheryl Brown

     Timothy Levenberg

    Re: Starfighters Space, Inc. (the "Company")

    Qualification Statement on Form 1-A (the "Offering Statement")

    File No. 024-12488

    Dear Ms. Brown and Mr. Levenberg,

    We understand that the staff of the U.S. Securities and Exchange Commission (the "Commission") has completed its review of the above referenced Offering Statement of the Company and we hereby join the Company's request that the Commission declare the Offering Statement "qualified" at 4:15 p.m., Eastern Time on September 6, 2024, or as soon thereafter as practicable.

    Please contact Paul Levites of Bevilacqua PLLC, counsel of the selling agent, at 202-869-0888 (ext. 103) to provide notice of qualification, or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

            Very truly yours,

            As Selling Agent

            Digital Offering, LLC

            By:
            /s/ Gordon McBean

            Name:
            Gordon McBean

            Title:
            Chief Executive Officer

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

    September 4, 2024

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Cheryl Brown

     Timothy Levenberg

    Re: Starfighters Space, Inc.

     Offering Statement on Form 1-A

     File No. 024-12488

    Dear Ms. Brown and Mr. Levenberg,

    Starfighters Space, Inc., a Delaware corporation, hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Offering Statement to become qualified at 4:15 p.m. Eastern Time on September 6, 2024, or as soon thereafter as possible.

    Should you have any questions or require any additional information with respect to this filing, please contact Michael Shannon at (604) 893-7638.  Thank you for your assistance and cooperation.

    Very truly yours,

    STARFIGHTERS SPACE, INC.

            By:
            /s/ David Whitney

            Name:
            David Whitney

            Title:
            Chief Financial Officer

July 15, 2024
Rick Svetkoff
Chief Executive Officer
Starfighters Space, Inc.
Reusable Launch Vehicle Hangar, Hangar Rd
Cape Canaveral, FL 32920
Re:Starfighters Space, Inc.
Amendment No. 1 to Draft Offering Statement on Form 1-A
Response dated July 5, 2024
CIK No. 0001947016
Dear Rick Svetkoff:
            We have reviewed your amended draft offering statement and have the following
comment.
            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. 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 draft offering statement or filed offering statement and the information you provide in
response to this letter, we may have additional comments. Unless we note otherwise, any
references to prior comments are to comments in our July 3, 2024 letter.
Letter filed July 5, 2024 regarding Amendment No. 1 to Draft Offering Statement on Form 1-A
Risk Factors
Indemnity provisions in various agreements potentially expose us to substantial liability, page 19
1.In your response to prior comment 1, you mention contracts with Innoveering,
LLC. However, you do not address the agreements mentioned in this risk factor. Revise to
disclose all material terms of the agreements containing these indemnity provisions (of
apparently perpetual duration), and ensure that you file all material agreements as exhibits
to the offering statement. In the alternative, please tell us why you believe the agreements
with indemnity provisions are not required to be filed. See also comment 18 from our
letter to you dated May 31, 2024.

July 15, 2024
Page 2
            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

July 3, 2024
Rick Svetkoff
Chief Executive Officer
Starfighters Space, Inc.
Reusable Launch Vehicle Hangar, Hangar Rd
Cape Canaveral, FL 32920
Re:Starfighters Space, Inc.
Amendment No. 1 to Draft Offering Statement on Form 1-A
Submitted June 13, 2024
CIK No. 0001947016
Dear Rick Svetkoff:
            We have reviewed your amended draft offering statement and have the following
comment.
            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. 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 draft offering statement or filed offering statement and the information you provide in
response to this letter, we may have additional comments. Unless we note otherwise, any
references to prior comments are to comments in our May 31, 2024 letter.
Amendment No. 1 to Draft Offering Statement on Form 1-A
Exhibits
1.We note your response to prior comment 18 and reissue the comment. Please provide us
with your legal analysis as to why you believe such agreements are ordinary course and/or
why you are not materially reliant on such agreements. Alternatively, please file the
agreements as exhibits to the offering statement. Please also revise your offering circular
to disclose the material terms of your material contracts.

July 3, 2024
Page 2
            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

United States securities and exchange commission logo
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