SEC Comment Letter 0000000000-24-006587 to Jet.AI Inc. (JTAI)
Jet.AI Inc.
Date: June 7, 2024 · CIK: 0001861622 · Accession: 0000000000-24-006587
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-40725
Letter
United States securities and exchange commission logo June 7, 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. 2 to Preliminary Proxy Statement on Schedule 14A Filed May 29, 2024 File No. 001-40725 Dear Michael Winston: We have reviewed your filing and have the following comments. 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 28, 2024 comment letter. Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A Proposal 4 - The NASDAQ Proposal, page 39 1.Please revise to clarify whether the company may incur a penalty if Proposal 5 is not approved and there are insufficient shares authorized to fully convert. If there are circumstances under which penalties would be imposed, please revise to describe the circumstances and associated penalties. 2.Refer to the third full paragraph on page 40. Please clarify the basis for your statement that it is highly unlikely that the Investor will exercise the Ionic Warrant to the extent that it is unable to convert the underlying shares. In this regard, we note your disclosure that you do not currently have a sufficient number of authorized common stock to facilitate conversion of the Series B Preferred Stock.
FirstName LastNameMichael Winston Comapany NameJet.AI Inc. June 7, 2024 Page 2 FirstName LastName Michael Winston Jet.AI Inc. June 7, 2024 Page 2 Reasons for the Increase in Authorized Shares, page 43 3.We note the revised disclosure under Proposal 4. Please provide corresponding disclosure regarding the need to increase the authorized shares of common stock in order to convert the Series B and describe applicable penalties, if any, if Proposal 5 is not approved. Proposal 6 - Approval of the Reverse Stock Split, page 45 4.We note on the cover page you provide that the proposed reverse stock split would have a ratio of not less than one-for-two and not more than one-for-one hundred. However, under the Proposal on page 45 you state the ratio will be not less than one-for-five and not more than one-for-one hundred. Please revise your disclosure to clarify the minimum share ratio of the proposed reverse stock split. 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. 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
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United States securities and exchange commission logo
June 7, 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. 2 to Preliminary Proxy Statement on Schedule 14A
Filed May 29, 2024
File No. 001-40725
Dear Michael Winston:
We have reviewed your filing and have the following comments.
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 28, 2024 comment letter.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Proposal 4 - The NASDAQ Proposal, page 39
1.Please revise to clarify whether the company may incur a penalty if Proposal 5 is not
approved and there are insufficient shares authorized to fully convert. If there are
circumstances under which penalties would be imposed, please revise to describe the
circumstances and associated penalties.
2.Refer to the third full paragraph on page 40. Please clarify the basis for your statement
that it is highly unlikely that the Investor will exercise the Ionic Warrant to the extent that
it is unable to convert the underlying shares. In this regard, we note your disclosure that
you do not currently have a sufficient number of authorized common stock to facilitate
conversion of the Series B Preferred Stock.
FirstName LastNameMichael Winston
Comapany NameJet.AI Inc.
June 7, 2024 Page 2
FirstName LastName
Michael Winston
Jet.AI Inc.
June 7, 2024
Page 2
Reasons for the Increase in Authorized Shares, page 43
3.We note the revised disclosure under Proposal 4. Please provide corresponding disclosure
regarding the need to increase the authorized shares of common stock in order to convert
the Series B and describe applicable penalties, if any, if Proposal 5 is not approved.
Proposal 6 - Approval of the Reverse Stock Split, page 45
4.We note on the cover page you provide that the proposed reverse stock split would have a
ratio of not less than one-for-two and not more than one-for-one hundred. However, under
the Proposal on page 45 you state the ratio will be not less than one-for-five and not more
than one-for-one hundred. Please revise your disclosure to clarify the minimum share ratio
of the proposed reverse stock split.
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.
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