SecProbe.io

CORRESP
 1
 filename1.htm

 Kaival Brands Innovations Group, Inc.

 4460 Old Dixie Highway

 Grant-Valkaria, Florida 32949

 August 6, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Mr. Eddie Kim/Mr. Dietrich King

 Re:
 Kaival Brands Innovations Group, Inc.

 Registration Statement on Form S-3

 CIK No. 0001762239

 File No. 333-288091

 Dear Mr. Kim/Mr. King,

 Pursuant to Rule 461 under the Securities Act of 1933,
as amended (the "Act"), Kaival Brands Innovations Group, Inc. (the "Company") respectfully requests that the Securities
and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-3 (the "Registration
Statement") and declare such Registration Statement effective at 4:30 p.m., Eastern Standard Time, on Friday, August 8, 2025, or
as soon thereafter as practicable.

 It would be appreciated if, as soon as the
Registration Statement is declared effective, you would so inform Jeffrey Wofford, Esq. of Sichenzia Ross Ference Carmel LLP at
(646) 876-0618.

 * * * *

 Very Truly Yours,

 Kaival Brands Innovations Group, Inc.

 /s/ Mark Thoenes

 Mark Thoenes

 Chief Executive Officer

 cc: Jeffrey Wofford, Esq.

CORRESP
 1
 filename1.htm

 August 4, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Mr. Eddie Kim/ Mr. Dietrich King

 Re:
 Kaival Brands Innovations Group, Inc.

 Amendment No. 1 to Registration Statement on Form S-3
 Filed July 11, 2025

 File No. 333-288091

 Dear Mr. Kim and Mr. King:

 On behalf of Kaival Brands Innovations Group, Inc.
(the " Company "), we have set forth below responses to the comments of the staff (the " Staff ") of
the Securities and Exchange Commission (the " SEC ") contained in its letter of July 28, 2025, with respect to the Company's
Registration Statement on Form S-3 (the " Form S-3 ") as noted above.

 For your convenience, the text of the Staff's
comments is set forth below in bold, followed in each case by the Company's responses. Please note that all references to page numbers
in the responses are references to the page numbers in the Amendment No. 2 to the Form S-3 (the " S-3 ") submitted concurrently
with the submission of this letter in response to the Staff's comments.

 Amendment No. 1 to Registration Statement on
Form S-3 filed July 11, 2025

 General

 4.

 We note your response to prior comment 1 and reissue.
 As previously requested, please update the prospectus to reflect the current status of your pending merger with Delta. In this regard,
 we note the following:

 ● In the prospectus filed with this registration
 statement on June 16, 2025, you disclose that the outside date to close the merger was February 15, 2025;

 ● In your quarterly report on Form 10-Q filed
 on June 10, 2025, which is incorporated by reference into the aforementioned registration statement, you disclose that you expect the
 merger to close in June 2025;

 ● It does not appear that you have issued any
 other public statements about the status of the merger since June 16, 2025.

 Taken together in the context of your filing of a
 Securities Act registration statement that the staff will need to take effective, these factors suggest to us that you should provide
 updated disclosure about the status of the merger. Please refer to Item 11(a) of Form S-3. Regarding your request to dispense with providing
 updated disclosure in the prospectus due to your desire to avoid having to make further amendments to the base prospectus, we note the
 incorporation by reference provisions of Form S-3 provide a mechanism to update the prospectus without the necessity of filing an amendment
 to the registration statement. Please refer to Item 12(d) of Form S-3. We also note the potential availability of prospectus supplements
 filed pursuant to Rule 424.

 Response : The Company has included the updated disclosure on page [*] of the S-3
as requested by the Staff.

 We trust that the above is responsive to your comments.

 Should you have any questions relating to the foregoing
or wish to discuss any aspect of the Company's filing, please contact our counsel, Jeffrey Wofford of Sichenzia Ross Ference Carmel
LLP at 646 876 0618.

 Sincerely,

 /s/ Mark Thoenes

 Mark Thoenes

 Interim Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 28, 2025

Mark Thoenes
Interim Chief Executive Officer
Kaival Brands Innovations Group, Inc.
460 Old Dixie Highway
Grant-Valkaria, Florida 32949

 Re: Kaival Brands Innovations Group, Inc.
 Amendment No. 1 to Registration Statement on Form S-3
 Filed July 11, 2025
 File No. 333-288091
Dear Mark Thoenes:

 We have reviewed your amended registration statement and have the
following
comment.

 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. Unless
we note
otherwise, any references to prior comments are to comments in our letter dated
July 1, 2025.

Amendment No. 1 to Registration Statement on Form S-3 filed July 11, 2025
General

1. We note your response to prior comment 1 and reissue. As previously
requested,
 please update the prospectus to reflect the current status of your
pending merger with
 Delta. In this regard, we note the following:
 In the prospectus filed with this registration statement on June 16,
2025, you
 disclose that the outside date to close the merger was February 15,
2025;
 In your quarterly report on Form 10-Q filed on June 10, 2025, which
is
 incorporated by reference into the aforementioned registration
statement, you
 disclose that you expect the merger to close in June 2025;
 It does not appear that you have issued any other public statements
about the
 status of the merger since June 16, 2025.
 July 28, 2025
Page 2

 Taken together in the context of your filing of a Securities Act
registration statement
 that the staff will need to take effective, these factors suggest to us
that you should
 provide updated disclosure about the status of the merger. Please refer
to Item 11(a) of
 Form S-3. Regarding your request to dispense with providing updated
disclosure in
 the prospectus due to your desire to avoid having to make further
amendments to the
 base prospectus, we note the incorporation by reference provisions of
Form S-3
 provide a mechanism to update the prospectus without the necessity of
filing an
 amendment to the registration statement. Please refer to Item 12(d) of
Form S-3. We
 also note the potential availability of prospectus supplements filed
pursuant to Rule
 424.

 Please contact Eddie Kim at 202-551-8713 or Dietrich King at
202-551-8071 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Jeffrey Wofford
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 July 11, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Mr. Eddie Kim/ Mr. Dietrich King

 Re:
 Kaival Brands Innovations Group, Inc.

 Registration Statement on Form S-3 Submitted June 16, 2025

 File No. 333-288091

 Dear Mr. Kim and Mr. King:

 On behalf of Kaival Brands Innovations Group, Inc.
(the " Company "), we have set forth below responses to the comments of the staff (the " Staff ") of
the Securities and Exchange Commission (the " SEC ") contained in its letter of July 1, 2025, with respect to the Company's
Registration Statement on Form S-3 (the " Form S-3 ") as noted above.

 For your convenience, the text of the Staff's
comments is set forth below in bold, followed in each case by the Company's responses. Please note that all references to page numbers
in the responses are references to the page numbers in the Amendment No. 1 to the Form S-3 (the " S-3 ") submitted concurrently
with the submission of this letter in response to the Staff's comments.

 Form S-3 filed June 16, 2025

 Business Summary, page 2

 1. We note your reference to the Merger Agreement entered into by, among others, the Company, Delta, and
Pubco. We also note the filing of Form F-4 by Delta on January 8, 2025, and an amendment thereto filed on March 26, 2025, as well as reference
therein to the Merger Agreement. Please update the prospectus to reflect the current status of your pending merger with Delta.

 Response : Since (i) the Form S-3
only contains the base prospectus which will be a part of every offering related to the Form S-3, (ii) the Company would not want to amend
the base prospectus for every shelf offering to update the status of merger; and (iii) no offering will be made without the filing of
a prospectus supplement, the Company respectfully requests that the Staff allow the Company to disclose the current status of the merger
in the prospectus supplement it files for each shelf offering. .

 2. Given the pending merger, please provide us with your legal analysis as to whether pro forma financial
statements of Pubco and/or Delta are required to be filed with your registration statement. For guidance, refer to Section 3100 of the
Division of Corporation Finance Financial Reporting Manual.

 Response: The Company
requests that the staff allow the Form S-3 to go effective without the inclusion of pro forma financial statements of Pubco and/or Delta
for the following reasons:

 1. The Merger Agreement provides for the acquisition of the Company by Delta whereby upon the consummation
of the merger, the Company would be a wholly-owned subsidiary of Pubco. The Company does not believe Rule 3-05 of Regulation S-X or Section
3100 of the SEC Financial Reporting Manual require it to provide proforma financial information for the acquiring company (Pubco or Delta)
in its registration statements. Rule 3-05 of Regulation determines when financial statements are to be included in registration statements
when businesses acquired. Since the Company is not acquiring a business, Rule 3-05 does not require the Company to include pro forma financial
information in the Form S-3. Also, none of the provisions of Section 3100 of the SEC Financial Reporting Manual apply to the acquisition
of the Company by Delta. Section 3110 applies to acquisitions by the reporting company, Section 3120 applies to dispositions of portions
of the reporting company's business (in the instant case, unlike the situations Section 3120 relates to, the Company itself would
sold and it would no longer be a reporting company), Section 3140 relates to roll up transactions, Section 3150 relates to situations
where the registrant was previously part of another entity and none of the situations outlined in Section 3160 describe the transactions
contemplated by the Merger Agreement.

 2. The Company believes that the merger is not probable and therefor pro forma financial information are
not required to be included in the Form S-3. The merger is not probable for the following a number of reasons:

 (a) The outside date has occurred. The Merger
Agreement was signed on September 23, 2024 and included an outside date of February 15, 2024, for its closing. None of the parties believed
that it would be reasonable for the Merger Agreement transactions to close after that date. Pursuant to the termination provisions of
the Merger Agreement, the Merger Agreement may be terminated at any time after February 15, 2025.

 (b) Amendment to the Merger Agreement. Before
the merger can be completed, an amendment to the Merger Agreement will need to be signed that extends the outside date and provides for
changes to material terms, including economic terms that been requested by the parties. No agreement has been made on the amendment of
any of these terms and the Company does not have confidence that such an agreement will be reached.

 (c) Delays in filing Delta's F-4 registration
statement. An amendment to Delta's registration statement, which responds to an SEC comment letter dated April 11, 2025 has not been
filed because the audit of Delta's December 31, 2024 financial statements is not complete and the Company is not confident of the
timing of such audit's completion.

 Exhibits

 3. Please file a form of indenture as an exhibit to the registration statement prior to requesting effectiveness.
Refer to Questions 201.02 and 201.04 of the Trust Indenture Act of 1939 Compliance and Disclosure Interpretations.

 Response : The Company confirms that
a form of indenture has been filed as Exhibit 4.2 to the S-3.

 General

 4. Please refer to your amended registration statement on Form S-1 filed on June 20,2024, your registration
statement on Form S-3MEF filed on June 21, 2024, and your prospectus supplement on Form 424B4 filed on June 24, 2024. We note the increase
in the number of units offered, from "up to 838,926 units" to "3,921,500 units." Please tell us which rules and
guidance you relied on to cover the increase and show us how you applied such rules and guidance to arrive at the final offering numbers.

 Response : The Company respectfully
submits that the Form S-1MEF (which was inadvertently filed under Form S-3MEF type) was filed to increase the maximum aggregate offering
price from $12,500,000 ($5,000,000 for shares of common stock and $7,500,000 for shares of common stock underlying warrants) to $15,000,000
($1,000,000 increase for shares of common stock and $1,500,000 increase for shares of common stock underlying warrants), which reflects
a 20% increase in the maximum aggregate offering price as allowed by Rule 462(b)(3) of the Securities Act. The number of units increased
by more than 20% because the assumed offering price of the units in the preliminary prospectus was $5.95 per unit and the actual offering
price per unit was $1.53.

 We trust that the above is responsive to your comments.

 Should you have any questions relating to the foregoing
or wish to discuss any aspect of the Company's filing, please contact our counsel, Jeffrey Wofford of Sichenzia Ross Ference Carmel
LLP at 646 876 0618.

 Sincerely,

 /s/ Mark
 Thoenes

 Mark
 Thoenes

 Interim
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 1, 2025

Mark Thoenes
Interim Chief Executive Officer
Kaival Brands Innovations Group, Inc.
460 Old Dixie Highway
Grant-Valkaria, Florida 32949

 Re: Kaival Brands Innovations Group, Inc.
 Registration Statement on Form S-3
 Filed June 16, 2025
 File No. 333-288091
Dear Mark Thoenes:

 We have conducted a limited review of 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-3 filed June 16, 2025
Business Summary, page 2

1. We note your reference to the Merger Agreement entered into by, among
others, the
 Company, Delta, and Pubco. We also note the filing of Form F-4 by Delta
on January
 8, 2025, and an amendment thereto filed on March 26, 2025, as well as
reference
 therein to the Merger Agreement. Please update the prospectus to reflect
the current
 status of your pending merger with Delta.
2. Given the pending merger, please provide us with your legal analysis as
to whether
 pro forma financial statements of Pubco and/or Delta are required to be
filed with
 your registration statement. For guidance, refer to Section 3100 of the
Division of
 Corporation Finance Financial Reporting Manual.
 July 1, 2025
Page 2
Exhibits

3. Please file a form of indenture as an exhibit to the registration
statement prior to
 requesting effectiveness. Refer to Questions 201.02 and 201.04 of the
Trust Indenture
 Act of 1939 Compliance and Disclosure Interpretations.
General

4. Please refer to your amended registration statement on Form S-1 filed on
June 20,
 2024, your registration statement on Form S-3MEF filed on June 21, 2024,
and your
 prospectus supplement on Form 424B4 filed on June 24, 2024. We note the
increase
 in the number of units offered, from "up to 838,926 units" to "3,921,500
units."
 Please tell us which rules and guidance you relied on to cover the
increase and show
 us how you applied such rules and guidance to arrive at the final
offering numbers.

 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 Eddie Kim at 202-551-8713 or Dietrich King at
202-551-8071 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Jeffrey Wofford
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

June 18, 2024

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

    Re:
    KAIVAL BRANDS INNOVATIONS GROUP, INC.

    Registration Statement on Form S-1

    File No.  333-279045

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities
and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as placement agent, hereby requests acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 9:00 a.m., Washington D.C. time,
on Friday, June 21, 2024, or as soon thereafter as practicable.

    MAXIM GROUP LLC

    By: /s/ Larry Glassberg

    Name: Larry Glassberg

    Title: Co-Head of Investment Banking

CORRESP
1
filename1.htm

Kaival Brands Innovations Group, Inc.

4460 Old Dixie Highway

Grant-Valkaria, Florida 32949

June 18, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ms.
    Rucha Pandit

Re:
Kaival Brands Innovations Group, Inc.

Registration Statement on Form S-1

CIK No. 0001762239

File No. 333-279045

Dear Ms. Pandit:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended (the “Act”), Kaival Brands Innovations Group, Inc. (the “Company”) respectfully requests that the Securities
and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration
Statement”) and declare such Registration Statement effective at 9:00 a.m., Eastern Standard Time, on Friday, June 21, 2024, or
as soon thereafter as practicable.

Under separate cover, you will receive today a letter
from the representative of the placement agent of the proposed offering joining in the Company’s request for acceleration of the
effectiveness of the Registration Statement.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would so inform Jeffrey Wofford, Esq. of Sichenzia Ross Ference Carmel at (646) 876-0618.

* * * *

Very Truly Yours,

Kaival Brands Innovations Group, Inc.

/s/ Nirajkumar Patel

Nirajkumar Patel

Chief Executive Officer

cc: Jeffrey Wofford, Esq.

CORRESP
1
filename1.htm

Kaival Brands Innovations Group, Inc.

4460 Old Dixie Highway

Grant-Valkaria, Florida 32949

June 14, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Ms.
    Rucha Pandit

Re:
Kaival Brands Innovations Group, Inc.

Registration Statement on Form S-1

CIK No. 0001762239

File No. 333-279045

Dear Ms. Pandit:

Reference is made to our letter, filed as correspondence
via EDGAR dated June 11, 2024, in which we requested the acceleration of the effective date of the above-referenced Registration Statement
on Form S-1 (the “Registration Statement”) for Friday, June 14, 2024, at 9:00 a.m. Eastern Standard Time or as soon as practicable
thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended.

We are no longer requesting that such Registration
Statement be declared effective at this time and we hereby formally withdraw such request for acceleration of the effective date.

* * * *

Very Truly Yours,

    Kaival Brands
    Innovations Group, Inc.

    /s/
    Nirajkumar Patel

    Nirajkumar Patel

    Chief Executive Officer

cc: Jeffrey Wofford, Esq.

CORRESP
1
filename1.htm

June 11,
2024

Securities
and Exchange Commission

100 F. Street,
NE

Washington,
D.C. 20549

    Re:
    KAIVAL BRANDS INNOVATIONS GROUP, INC.

    Registration Statement on Form S-1

    File No.  333-279045

VIA EDGAR

Ladies and
Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
as amended, Maxim Group LLC, as placement agent, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 9:00 a.m., Washington D.C. time, on Friday, June 14, 2024, or as soon thereafter
as practicable.

    MAXIM
    GROUP LLC

    By: /s/
    Larry Glassberg

    Name: Larry
    Glassberg

    Title: Co-Head
    of Investment Banking

CORRESP
1
filename1.htm

Kaival Brands Innovations Group, Inc.

4460 Old Dixie Highway

Grant-Valkaria, Florida 32949

June 11, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ms. Rucha Pandit

    Re:
    Kaival Brands Innovations Group, Inc.

    Registration Statement on Form S-1

    CIK No. 0001762239

    File No. 333-279045

Dear Ms. Pandit:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended (the “Act”), Kaival Brands Innovations Group, Inc. (the “Company”) respectfully requests that the Securities
and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration
Statement”) and declare such Registration Statement effective at 9:00 a.m., Eastern Standard Time, on Friday, June 14, 2024, or
as soon thereafter as practicable.

Under separate cover, you will receive today a letter
from the representative of the placement agent of the proposed offering joining in the Company’s request for acceleration of the
effectiveness of the Registration Statement.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would so inform Jeffrey Wofford, Esq. of Sichenzia Ross Ference Carmel at (646) 876-0618.

* * * *

Very Truly Yours,

    Kaival Brands Innovations Group, Inc.

    /s/ Nirajkumar Patel

    Nirajkumar Patel

    Chief Executive Officer

cc: Jeffrey Wofford, Esq.

CORRESP
1
filename1.htm

Kaival Brands Innovations Group, Inc.

4460 Old Dixie Highway

Grant-Valkaria, Florida 32949

May 30, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ms. Rucha Pandit

    Re:
    Kaival Brands Innovations Group, Inc.

    Registration Statement on Form S-1

    CIK No. 0001762239

    File No. 333-279045

Dear Ms. Pandit:

Reference is made to our letter, filed as correspondence
via EDGAR on May 29, 2024, in which we requested the acceleration of the effective date of the above-referenced Registration Statement
on Form S-1 (the “Registration Statement”) for Friday, May 31, 2024, at 9:00 a.m. Eastern Standard Time or as soon as practicable
thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended.

We are no longer requesting that such Registration
Statement be declared effective at this time and we hereby formally withdraw such request for acceleration of the effective date.

* * * *

Very Truly Yours,

    Kaival Brands Innovations Group, Inc.

    /s/ Nirajkumar Patel

    Nirajkumar Patel

    Chief Executive Officer

cc: Jeffrey Wofford, Esq.

CORRESP
1
filename1.htm

May 29, 2024

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

    Re:
    KAIVAL BRANDS INNOVATIONS GROUP, INC.

    Registration Statement on Form S-1

    File No.  333-279045

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities
and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as placement agent, hereby requests acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 9:00 a.m., Washington D.C. time,
on Friday, May 31, 2024, or as soon thereafter as practicable.

    MAXIM GROUP LLC

    By: /s/ Larry Glassberg

    Name: Larry Glassberg

    Title: Co-Head of Investment Banking

CORRESP
1
filename1.htm

Kaival Brands Innovations Group, Inc.

4460 Old Dixie Highway

Grant-Valkaria, Florida 32949

May 29, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ms. Rucha Pandit

    Re:
    Kaival Brands Innovations Group, Inc.

    Registration Statement on Form S-1

    CIK No. 0001762239

    File No. 333-279045

Dear Ms. Pandit:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended (the “Act”), Kaival Brands Innovations Group, Inc. (the “Company”) respectfully requests that the Securities
and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration
Statement”) and declare such Registration Statement effective at 9:00 a.m., Eastern Standard Time, on Friday, May 31, 2024, or as
soon thereafter as practicable.

Under separate cover, you will receive today a letter
from the representative of the placement agent of the proposed offering joining in the Company’s request for acceleration of the
effectiveness of the Registration Statement.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would so inform Jeffrey Wofford, Esq. of Sichenzia Ross Ference Carmel at (646) 876-0618.

* * * *

Very Truly Yours,

    Kaival Brands Innovations Group, Inc.

    /s/ Nirajkumar Patel

    Nirajkumar Patel

    Chief Executive Officer

cc: Jeffrey Wofford, Esq.

CORRESP
1
filename1.htm

Kaival Brands Innovations Group, Inc.

4460 Old Dixie Highway

Grant-Valkaria, Florida 32949

May 29, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ms. Rucha Pandit

    Re:
    Kaival Brands Innovations Group, Inc.

    Registration Statement on Form S-1

    CIK No. 0001762239

    File No. 333-279045

Dear Ms. Pandit:

Reference is made to our letter, filed as correspondence
via EDGAR on May 23, 2024, in which we requested the acceleration of the effective date of the above-referenced Registration Statement
on Form S-1 (the “Registration Statement”) for Wednesday, May 29, 2024, at 5:00 p.m. Eastern Standard Time or as soon as practicable
thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended.

We are no longer requesting that such Registration
Statement be declared effective at this time and we hereby formally withdraw such request for acceleration of the effective date.

* * * *

Very Truly Yours,

Kaival Brands Innovations Group, Inc.

/s/ Nirajkumar Patel

Nirajkumar Patel

Chief Executive Officer

cc: Jeffrey Wofford, Esq.

CORRESP
1
filename1.htm

May 23, 2024

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

    Re:
    KAIVAL BRANDS INNOVATIONS GROUP, INC.

    Registration Statement on Form S-1

    File No.  333-279045

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities
and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as placement agent, hereby requests acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m., Washington D.C. time,
on Wednesday, May 29, 2024, or as soon thereafter as practicable.

    MAXIM GROUP LLC

    By: /s/ Larry Glassberg

    Name: Larry Glassberg

    Title: Co-Head of Investment Banking

CORRESP
1
filename1.htm

Kaival Brands Innovations Group, Inc.

4460 Old Dixie Highway

Grant-Valkaria, Florida 32949

May 23, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ms. Rucha Pandit

    Re:
    Kaival Brands Innovations Group, Inc.

    Registration Statement on Form S-1

    CIK No. 0001762239

    File No. 333-279045

Dear Ms. Pandit:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”),
Kaival Brands Innovations Group, Inc. (the “Company”) respectfully requests that the Securities and Exchange Commission accelerate
the effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare such
Registration Statement effective at 5:00 p.m., Eastern Standard Time, on Wednesday, May 29, 2024, or as soon thereafter as practicable.

Under separate cover, you will receive today a letter
from the representative of the placement agent of the proposed offering joining in the Company’s request for acceleration of the
effectiveness of the Registration Statement.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would so inform Jeffrey Wofford, Esq. of Sichenzia Ross Ference Carmel at (646) 876-0618.

* * * *

Very Truly Yours,

    Kaival Brands Innovations Group, Inc.

    /s/ Nirajkumar Patel

    Nirajkumar Patel

    Chief Executive Officer

cc: Jeffrey Wofford, Esq.

United States securities and exchange commission logo
May 7, 2024
Niraj Patel
Chief Executive Officer
Kaival Brands Innovations Group, Inc
4460 Old Dixie Highway
Grant-Valkaria, Florida 32949
Re:Kaival Brands Innovations Group, Inc
Registration Statement on Form S-1
Filed May 1, 2024
File No. 333-279045
Dear Niraj Patel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Rucha Pandit at 202-551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Woffard

CORRESP
1
filename1.htm

KAIVAL BRANDS
INNOVATIONS GROUP, Inc.

4460 Old Dixie Highway

Grant-Valkaria,
Florida 32949

January 11, 2024

VIA EDGAR

U.S. SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Alyssa Wall

    Re:
    Kaival Brands Innovations Group, Inc.

    Registration Statement on Form S-1/A

    File No. 333-275653

    Filed December 12, 2023

Dear Ms. Wall:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Kaival Brands Innovations Group, Inc. (the “Company”) hereby requests acceleration
of effectiveness of the above referenced Registration Statement so that it will become effective at 4:30 p.m. on Friday, January 12, 2024
(the “Effective Time”). The Company hereby grants to Lawrence A. Rosenbloom, Esq. of Ellenoff Grossman & Schole
LLP the authority to communicate to the staff of the U.S. Securities and Exchange Commission one or more requests for any potential deferral
of the Effective Time.

    Very truly yours,

    /s/ Barry M. Hopkins

    Barry M. Hopkins

    Executive Chairman and Interim Chief Executive Officer and President

CORRESP
1
filename1.htm

Kaival
Brands Innovations Group, Inc.

4460
Old Dixie Highway

Grant-Valkaria,
Florida 32949

VIA
EDGAR

December
12, 2023

U.S.
Securities & Exchange Commission

Division
of Corporation Finance, Office of Trade and Services

100
F Street, NE

Washington,
D.C. 20549

Attn:
Alyssa Wall

    Re:

    Kaival
Brands Innovations Group, Inc.

                           Registration Statement on Form S-1

    Filed
    November 20, 2023

    File
    No. 333-275653

Dear
Ms. Wall:

Kaival
Brands Innovations Group, Inc. (the “Company,” “we,” “our” or “us”)
hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) on December 7, 2023 regarding the Company’s Registration
Statement on Form S-1 (the “Registration Statement”) filed with the Commission on November 20, 2023.

For
your convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. In addition, we have made disclosure changes based on the Staff’s comments in Amendment No. 1 to the Registration Statement
(“Amendment No. 1”) which has been filed with the Commission concurrently with the transmission of this response letter.

Registration
Statement on Form S-1

General

 1. We
                                            note your disclosure on the cover page and page 66 that GoFire “may be deemed”
                                            an underwriter within the meaning of the Securities Act of 1933. Please revise this disclosure
                                            to state that GoFire is an “underwriter” within the meaning of Section 2(a)(11)
                                            of the Securities Act. In this regard, it appears GoFire is engaged in a distribution of
                                            the registrant's securities. Please make conforming revisions on the cover page and in the
                                            plan of distribution.

We
acknowledge the Staff’s comment and have made changes accordingly on the cover page and in the plan of distribution section of
the prospectus contained in Amendment No. 1.

 2. Please
                                            provide the information required by Item 507 of Regulation S-K for GoFire and revise the
                                            plan of distribution to clearly indicate GoFire's role in the resale in accordance with Item
                                            508.

We
have provided the additional disclosures requested by the Staff in Amendment No. 1.

We
thank the Staff for its review of the foregoing and Amendment No. 1. If you have further comments, or should you need to discuss these
matters further, please feel free to contact to our counsel, Lawrence A. Rosenbloom, Esq., at lrosenbloom@egsllp.com or by telephone
at (212) 370-1300.

Sincerely,

/s/ Eric Mosser

Eric Mosser

President and Chief Executive Officer

Kaival Brands Innovations Group, Inc.

    cc:
    Lawrence
    A. Rosenbloom, Esq.

United States securities and exchange commission logo
December 7, 2023
Eric Mosser
Chief Executive Officer
Kaival Brands Innovations Group, Inc.
4460 Old Dixie Highway
Grant-Valkaria, Florida 32949
Re:Kaival Brands Innovations Group, Inc.
Registration Statement on Form S-1
Filed November 20, 2023
File No. 333-275653
Dear Eric Mosser:
            We have conducted a limited review of 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
General
1.We note your disclosure on the cover page and page 66 that GoFire "may be deemed" an
underwriter within the meaning of the Securities Act of 1933. Please revise this disclosure
to state that GoFire is an "underwriter" within the meaning of Section 2(a)(11) of the
Securities Act. In this regard, it appears GoFire is engaged in a distribution of the
registrant's securities. Please make conforming revisions on the cover page and in the plan
of distribution.
2.Please provide the information required by Item 507 of Regulation S-K for GoFire and
revise the plan of distribution to clearly indicate GoFire's role in the resale in accordance
with Item 508.

 FirstName LastNameEric Mosser
 Comapany NameKaival Brands Innovations Group, Inc.
 December 7, 2023 Page 2
 FirstName LastName
Eric Mosser
Kaival Brands Innovations Group, Inc.
December 7, 2023
Page 2
            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 Alyssa Wall at 202-551-8106 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Lawrence A. Rosenbloom

CORRESP
1
filename1.htm

    KAIVAL BRANDS INNOVATIONS GROUP, INC.

    4460 OLD DIXIE HWY

    GRANT, FLORIDA 32949

    TOLL FREE: 1-833-367-2434

    FAX: 1-833-367-2434

    www.kavialbrands.com

    admin@kaivalbrands.com

August 6, 2021

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Shih-Kuei Chen, Esq.

    Re:
    Kaival Brands Innovations Group, Inc.

    Registration Statement on Form S-3

    Filed July 30, 2021

    File No. 333-258339

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Kaival
Brands Innovations Group, Inc. (the ‘Company’) hereby requests acceleration of the effective date of its Registration Statement
on Form S-3 (File No. 333-258339), so that such registration statement may become effective at 3:00 p.m. (Washington, D.C. time) on August
10, 2021, or as soon as practicable thereafter.

    KAIVAL BRANDS INNOVATIONS GROUP, INC.

    By:
    /s/ Nirajkumar Patel

    Name:
    Nirajkumar Patel

    Title:
    President and Chief Executive Officer

    KAIVAL BRANDS INNOVATIONS GROUP, INC.

    4460 OLD DIXIE HWY – GRANT-VALKARIA, FLORIDA
    32949

    TOLL FREE: 1-833-367-2434 - www.kaivalbrands.com –
    admin@kaivalbrands.com

United States securities and exchange commission logo
August 6, 2021
Nirajkumar Patel
President and Chief Executive Officer
Kaival Brands Innovations Group, Inc.
4460 Old Dixie Highway
Grant, FL 32949
Re:Kaival Brands Innovations Group, Inc.
Registration Statement on Form S-3
Filed July 30, 2021
File No. 333-258339
Dear Mr. Patel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Shih-Kuei Chen at 202-551-7664 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Justin W. Chairman

April 24, 2019
Nirajkumar Patel
Chief Executive Officer
Quick Start Holdings, Inc.
401 N. Wickham Road, Suite 130
Melbourne, FL 32935
Re:Quick Start Holdings, Inc.
Registration Statement on Form 10-12G
Filed January 10, 2019
File No. 000-56016
Dear Mr. Patel:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining

April 5, 2019
Nirajkumar Patel
Chief Executive Officer
Quick Start Holdings, Inc.
401 N. Wickham Road, Suite 130
Melbourne, FL 32935
Re:Quick Start Holdings, Inc.
Amendment No. 2 to Registration Statement on Form 10-12G
Filed March 25, 2019
File No. 000-56016
Dear Mr. Patel:
            We have reviewed your amended filing and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.  Unless we note otherwise, our references to prior
comments are to comments in our March 1, 2019 letter.
Amendment No. 2 to Form 10
Prior and Current Shell Company Experience of Former Management and Former Majority
Stockholder, page 10
1.We reissue prior comment 2.  Your response explains why you believe that NL One was
not a "blank check company;" however, you should disclose in the filing that NL One was
a "shell company" as defined in Rule 12b-2 of the Exchange Act.  Please revise.
            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.
            You may contact James Giugliano at 202-551-3319 or Rufus Decker at 202-551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please

 FirstName LastNameNirajkumar Patel
 Comapany NameQuick Start Holdings, Inc.
 April 5, 2019 Page 2
 FirstName LastName
Nirajkumar Patel
Quick Start Holdings, Inc.
April 5, 2019
Page 2
contact Pam Howell at 202-551-3357 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining

March 1, 2019
Paul Moody
Chief Executive Officer
Quick Start Holdings, Inc.
780 Reservoir Avenue, #123
Cranston, RI 02910
Re:Quick Start Holdings, Inc.
Amendment No. 1 to Registration Statement on Form 10-12G
Filed February 19, 2019
File No. 000-56016
Dear Mr. Moody:
            We have reviewed your amended filing and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.  Unless we note otherwise, our references to prior
comments are to comments in our February 13, 2019 letter.
Amendment No. 1 to Form 10
General
1.Please revise your Form 10 to include the change of control disclosure in your Form 8-K
filed on February 25, 2019.  In your amended filing, please also include all required Form
10 disclosure related to your change of control transaction.
Directors and Executive Officers Prior and Current Blank Check Company Experience, page 10
2.We note your response to prior comment 1.  Please explain in greater detail why you
believe that NL One Corporation was not a shell company during the during the time in
which Jeffrey DeNunzio and Paul Moody were affiliated with it or include NL One in this
section of the filing.  In NL One's Form S-1 (333-198528) last amended on April 29,
2015, NL One disclosed that its only directors and executive officers were Jeffrey

 FirstName LastNamePaul Moody
 Comapany NameQuick Start Holdings, Inc.
 March 1, 2019 Page 2
 FirstName LastName
Paul Moody
Quick Start Holdings, Inc.
March 1, 2019
Page 2
DeNunzio  (President, CEO and sole director) and Paul Moody (Secretary).  NL One
stated in its filing that it had "no operations" and its balance sheet reflected zero assets.
See the definition of shell company in Rule 12b-2 of the Exchange Act.
Description of Registrant's Securities to be Registered, page 13
3.We note your response to prior comment 4; however, the exclusive forum provision is still
not disclosed in your filing.  In this section of the filing, please describe the exclusive
forum provision and clarify, as you state in your response to comment 4, that the exclusive
forum provision does not apply to claims arising under the Securities Act or the Exchange
Act.
            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.
            You may contact James Giugliano at 202-551-3319 or Rufus Decker at 202-551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Pam Howell at 202-551-3357 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining

February 13, 2019
Paul Moody
Chief Executive Officer
Quick Start Holdings, Inc.
780 Reservoir Avenue, #123
Cranston, RI 02910
Re:Quick Start Holdings, Inc.
Registration Statement on Form 10-12G
Filed January 10, 2019
File No. 000-56016
Dear Mr. Moody:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Registration Statement on Form 10-12G
Directors and Executive Officers
Prior and Current Blank Check Company Experience, page 9
1.We note that Paul Moody and/or Jeffrey DeNunzio are or were also executives, directors
and/or significant shareholders of other public blank check and shell companies such as,
Fast Lane Holdings, Inc., NL One Corporation, and Stemcell Holdings, Inc.  Please
disclose your promoters' prior performance history with such registrants, including the
following:

•The registrant’s name;
•The initial filing date;
•Your promoters' relationship with the registrant;
•Whether the registrant has engaged in a business combination;

 FirstName LastNamePaul Moody
 Comapany NameQuick Start Holdings, Inc.
 February 13, 2019 Page 2
 FirstName LastNamePaul Moody
Quick Start Holdings, Inc.
February 13, 2019
Page 2
•Whether the registrant registered any offerings under the Securities Act; and
•Whether any transaction resulted in termination of your promoters’ association with
any blank check or shell company, including the date of such transaction, the nature
and dollar amount of any consideration received, the amount of any retained equity
interest, and the identity of any successor entity.
Certain Relationships and Related Transactions, and Director Independence, page 12
2.Please state the names of your promoters. We note your disclosure on page F-7 that Jeff
DeNunzio received founder shares. See Item 404(c)(1)(i) of Regulation S-K and the
definition of promoter in Rule 12b-2. Also disclose the company´s transactions with any
promoter.  For example, we note your disclosure on page F-10 that Paul Moody paid
expenses on behalf of the company totaling $1,376 as of October 31, 2018.  See Item
404(d) of Regulation S-K.
Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder
Matters, page 12
3.Please clarify, if true, that your common stock is quoted on the Pink market.
Description of Registrant's Securities to be Registered, page 13
4.We note that your amended and restated certificate of incorporation identifies the Court of
Chancery of the State of Delaware as the exclusive forum for certain litigation, including
any “derivative action.”  Please disclose this provision in the filing, as well as whether this
provision applies solely to state law claims.  If it does not apply solely to state law claims,
then please note that 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 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
this provision is intended to apply solely to state law claims, please also ensure that the
exclusive forum provision in the amended and restated certificate of incorporation  states
this clearly.
Exhibits
5.Please file your bylaws as an exhibit.  See Item 15(b) of Form 10 and Item 601(b)(3)(ii) of
Regulation S-K.
            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.

 FirstName LastNamePaul Moody
 Comapany NameQuick Start Holdings, Inc.
 February 13, 2019 Page 3
 FirstName LastName
Paul Moody
Quick Start Holdings, Inc.
February 13, 2019
Page 3
            You may contact James Giugliano at 202-551-3319 or Craig Arakawa at 202-551-3650 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ronald Alper at 202-551-3329 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining