SEC Comment Letter 0000000000-23-007618 to Jet.AI Inc. (JTAI)
Jet.AI Inc.
Date: July 17, 2023 · CIK: 0001861622 · Accession: 0000000000-23-007618
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-270848
Letter
United States securities and exchange commission logo July 17, 2023 Jay Madhu Chief Executive Officer Oxbridge Acquisition Corp. Suite 201, 42 Edward Street Georgetown, Grand Cayman P.O. Box 469, KY1-9006 Cayman Islands Re:Oxbridge Acquisition Corp. Amendment No. 4 to Registration Statement on Form S-4 Filed July 7, 2023 File No. 333-270848 Dear Jay Madhu: We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our July 5, 2023 letter. Amendment No. 4 to Registration Statement on Form S-4 General 1.We note you have revised your registration statement to reflect that you are registering 16,873,364 shares of Jet.AI Common Stock in response to prior comment 4. We also note that such 16,873,364 shares do not appear to include the 2,875,000 Oxbridge Class B Ordinary Shares that are "automatically convertible into shares of our Class A Ordinary Shares at the time of an Initial Business Combination." Please advise or revise. You may contact Myra Moosariparambil, Staff Accountant, at 202-551-3796 or Kimberly
FirstName LastNameJay Madhu Comapany NameOxbridge Acquisition Corp. July 17, 2023 Page 2 FirstName LastName Jay Madhu Oxbridge Acquisition Corp. July 17, 2023 Page 2 Calder, Assistant Chief Accountant, at 202-551-3701 if you have questions regarding comments on the financial statements and related matters. Please contact Michael Purcell, Staff Attorney, at 202-551-5351 or Karina Dorin, Staff Attorney, at 202-551-3763 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Hallie Heath
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United States securities and exchange commission logo
July 17, 2023
Jay Madhu
Chief Executive Officer
Oxbridge Acquisition Corp.
Suite 201, 42 Edward Street
Georgetown, Grand Cayman
P.O. Box 469, KY1-9006
Cayman Islands
Re:Oxbridge Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed July 7, 2023
File No. 333-270848
Dear Jay Madhu:
We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our July 5, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4
General
1.We note you have revised your registration statement to reflect that you are registering
16,873,364 shares of Jet.AI Common Stock in response to prior comment 4. We also note
that such 16,873,364 shares do not appear to include the 2,875,000 Oxbridge Class B
Ordinary Shares that are "automatically convertible into shares of our Class A Ordinary
Shares at the time of an Initial Business Combination." Please advise or revise.
You may contact Myra Moosariparambil, Staff Accountant, at 202-551-3796 or Kimberly
FirstName LastNameJay Madhu
Comapany NameOxbridge Acquisition Corp.
July 17, 2023 Page 2
FirstName LastName
Jay Madhu
Oxbridge Acquisition Corp.
July 17, 2023
Page 2
Calder, Assistant Chief Accountant, at 202-551-3701 if you have questions regarding comments
on the financial statements and related matters. Please contact Michael Purcell, Staff Attorney, at
202-551-5351 or Karina Dorin, Staff Attorney, at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Hallie Heath