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                                                            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
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