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May 28, 2024
Michael Winston
Interim Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr.
Suite 200
Las Vegas, NV 89135
Re:Jet.AI Inc.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed May 14, 2024
File No. 001-40725
Dear Michael Winston:
            We have reviewed your filing and have the following comment.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, references to prior comments are to our May 10, 2024 comment letter.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Proposal 4 - The NASDAQ PROPOSAL, page 39
1.Please revise to clarify the number of shares that would be issued if the Series B,
including the Series B subject to the Ionic Warrant, are fully converted and the percentage
of common shares that would be held by Ionic. In this regard, please also revise to clarify
whether you have sufficient common stock currently authorized and, if not, the
consequence if your proposal to increase the authorized shares is not approved.
            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 LastNameMichael Winston
 Comapany NameJet.AI Inc.
 May 28, 2024 Page 2
 FirstName LastName
Michael Winston
Jet.AI Inc.
May 28, 2024
Page 2
            Please contact Michael Purcell at 202-551-5351 or Daniel Morris at 202-551-3314 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Peter Waltz