SecProbe.io

United States securities and exchange commission logo
October 5, 2023
Mike Winston
Executive Chairman and Interim Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr.
Suite 200
Las Vegas, Nevada 89135
Re:Jet.AI Inc.
Registration Statement on Form S-1
Filed September 8, 2023
File No. 333-274432
Dear Mike Winston:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            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 filed September 8, 2023
Cover Page
1.For each of the shares being registered for resale, disclose the price that the selling
stockholders paid for the shares or the securities overlying such shares.
2.Disclose the exercise price(s) of the warrants compared to the market price of the
underlying shares.  If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants.  Provide similar disclosure in the
Prospectus Summary, Risk Factors, MD&A and Use of Proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price.  As applicable, describe the impact on your liquidity and update the discussion on
the ability of the Company to fund your operations on a prospective basis with your
current cash on hand.

 FirstName LastNameMike Winston
 Comapany NameJet.AI Inc.
 October 5, 2023 Page 2
 FirstName LastNameMike Winston
Jet.AI Inc.
October 5, 2023
Page 2
3.We note the significant number of redemptions of your common stock in connection with
your Extension Amendment Proposal and that the shares being registered for resale will
constitute a considerable percentage of your public float.  Please revise your disclosure
here to include the total number of redemptions of Oxbridge shares in connection with the
consummation of your business combination.  Highlight the significant negative impact
sales of shares on this registration statement could have on the public trading price of the
Company's common stock.
Prospectus Summary
Forward Purchase Agreement, page 10
4.We note your disclosures on pages 10-12 regarding the Forward Purchase Agreement and
the FPA Funding Amount PIPE Subscription Agreements.  Please revise to explain the
purpose for entering into these agreements and the inter-relationship between them.  In
this regard, we refer to the disclosures on page 11 indicating that the Company paid the
Prepayment Amount required under the Forward Purchase Agreement directly from the
Trust Account to the PIPE/FPA investors in order to fund the PIPE investments.  Please
disclose the Prepayment Amount paid by the Company to the PIPE/FPA investors and the
net proceeds to the Company from this arrangement.  Also, discuss here, and add risk
factor disclosure, as appropriate, to address risks associated with these arrangements.
Lastly, please revise to indicate whether Oxbridge, Jet Token, the Company, or their
directors, officers, advisors or respective affiliates had material relationships with the
PIPE/FPA investors at the time the PIPE and FPA agreements were negotiated.  We may
have additional comments.
Risk Factors
Risks Relating to Ownership of Jet.AI Common Stock, page 25
5.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Company's common stock.  To illustrate this risk, disclose the purchase price of the
shares being registered for resale and the percentage that these shares currently represent
of the total number of shares outstanding.  Also disclose that even though the current
trading price is significantly below the SPAC IPO price, the private investors have an
incentive to sell because they will still profit on sales because of the lower price that they
purchased their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
43
6.We note that the projected revenues for 2023 were $33.9 million, as set forth in the
unaudited prospective financial information management prepared and provided to the
Board, the Company’s financial advisors and the SPAC in connection with the evaluation
of the Business Combination. We also note that your actual revenues for the six months

 FirstName LastNameMike Winston
 Comapany NameJet.AI Inc.
 October 5, 2023 Page 3
 FirstName LastNameMike Winston
Jet.AI Inc.
October 5, 2023
Page 3
ended June 30, 2023 was approximately $4.7 million.  It appears that you will miss your
2023 revenue projections.  Please update your disclosure in Liquidity and Capital
Resources, and elsewhere, to provide updated information about the Company’s financial
position and further risks to the business operations and liquidity in light of these
circumstances.
Overview, page 43
7.In light of the significant number of redemptions and the unlikelihood that the Company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Company's
common stock, expand your discussion of capital resources to address any changes in the
Company’s liquidity position since the Business Combination.  If the Company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
8.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the Company’s common stock.  Your discussion should
highlight the fact that your institutional investors, who currently beneficial own over
35.6% of your outstanding shares, will be able to sell all of their shares for so long as the
registration statement of which this prospectus forms a part is available for use.
General
9.Revise your prospectus to disclose the price that each selling stockholder paid for the
shares being registered for resale.  Highlight any differences in the current trading price,
the prices that the selling stockholders acquired their shares and warrants, and the price
that the public stockholders acquired their shares and warrants.  Disclose that while the
selling stockholders may experience a positive rate of return based on the current trading
price, the public stockholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price.
Please also disclose the potential profit the selling stockholders will earn based on the
current trading price.  Lastly, please include appropriate risk factor disclosure.
10.We note that you are registering the primary issuance and the resale of such shares under
your Share Purchase Agreement with GEM as an indirect primary offering.  Please
provide us with your analysis as to why you believe you are able to register the primary
issuance of these shares.  Refer to Securities Act C&DI 139.13.
11.We note that GEM, a selling stockholder, is the equity line investor under your Share
Purchase Agreement dated as of August 4, 2022.  Please revise to indicate that GEM is an
underwriter.  Refer to Securities Act C&DI 139.13.
12.Please revise your prospectus to provide the following disclosures with respect to your
Share Purchase Agreement with GEM:

 FirstName LastNameMike Winston
 Comapany NameJet.AI Inc.
 October 5, 2023 Page 4
 FirstName LastNameMike Winston
Jet.AI Inc.
October 5, 2023
Page 4

•the material risks of an investment in the Company and in the offering, including:othe possibility that the Company may not have access to the full amount
available to it under the equity line; and
owhether GEM can engage in short-selling activities and, if so, how any sales
activities after announcement of a put may negatively affect the Company’s
share price.
•the material market activities of the GEM, including:oany short selling of the Company’s securities or other hedging activities that the
GEM may or has engaged in, including prior to entering into the agreement and
prior to the receipt of any shares pursuant to the terms of the agreement; and
ohow GEM intends to distribute the securities it owns or will acquire.
•how the provisions of Regulation M may prohibit GEM and any other distribution
participants that are participating in the distribution of the Company’s securities
from:oengaging in market making activities (e.g., placing bids or making purchases to
stabilize the price of the common stock) while the equity line is in effect; and
opurchasing shares in the open market while the equity line is in effect.
13.We note that you are seeking to register the primary issuance of the shares underlying the
GEM warrant and shares underlying Series A Preferred Shares.  Please provide your
analysis as to why you believe you are eligible to register the primary issuance of
the underlying common shares as the overlying securities appear to have been offered
privately.  Alternatively, please revise your registration fee table and prospectus to
indicate that the registration statement does not cover the offer and sale of these
underlying securities.  For guidance, refer to Securities Act Sections C&DIs 103.04,
134.02 and 239.15.
14.We note you have issued issued 270,000 shares of common stock to Maxim to settle
your payment obligations under the underwriting agreement dated August 11, 2021,
and that up to 125,000 shares of common stock are issuable to Maxim upon conversion of
Series A Preferred Shares it holds.  However, we note that Maxim is offering 510,000
shares for resale under this registration statement.  Please explain whether all 510,000
shares being registered for resale by Maxim are deemed outstanding.  If all the shares
being registered for resale by Maxim are not deemed to be outstanding, please provide
your analysis as to why believe you are eligible to register such shares for resale.
            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.

 FirstName LastNameMike Winston
 Comapany NameJet.AI Inc.
 October 5, 2023 Page 5
 FirstName LastName
Mike Winston
Jet.AI Inc.
October 5, 2023
Page 5
            Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 or Daniel
Morris, Legal Branch Chief, at 202-551-3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jeanne Campanelli, Esq.