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November 14, 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.
Amendment No 1. to Registration Statement on Form S-1
Filed October 27, 2023
File No. 333-274432
Dear Mike Winston:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our October 5, 2023 letter.
Amendment No 1. to Registration Statement on Form S-1
Prospectus Summary
Forward Purchase Agreement, page 11
1.We note your revised disclosure in response to prior comment 4 and reissue it in
part.  Please disclose the net proceeds to the Company from the Forward Purchase
Agreement and the FPA Funding Amount PIPE Subscription Agreement arrangements.
Also, add risk factor disclosure to address the risks associated with these arrangements.
2.We note you entered into the Forward Purchase Agreement with Meteora, in part, to
purchase Oxbridge Class A ordinary shares to reduce redemption rates.  Please provide
your analysis on how such purchases complied with Rule 14e-5.

 FirstName LastNameMike Winston
 Comapany NameJet.AI Inc.
 November 14, 2023 Page 2
 FirstName LastName
Mike Winston
Jet.AI Inc.
November 14, 2023
Page 2
Plan of Distribution
GEM, page 94
3.We note your revised disclosure in response to prior comment 11 that GEM may be
deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities
Act.  Please revise to indicate that GEM is an underwriter.
4.We note your revised disclosure in response to prior comment 12 and reissue it in part.
Please revise your prospectus to disclose that Regulation M may prohibit GEM and any
other distribution participants that are participating in the distribution of the Company’s
securities from purchasing shares in the open market while the equity line is in effect.
Also, while you indicate in your response letter that you have revised your disclosure to
describe the contractual provisions applicable to GEM with respect to market activities,
we do not see this revised disclosure in your prospectus.  Please revise your prospectus
accordingly.
General
5.We note your response to prior comment 9 and reissue it in part.  Please disclose the
potential profit the selling stockholders will earn based on the current trading price due to
differences in the purchase prices and the current trading price.
            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.