SecProbe.io

February 14, 2025
Michael Winston
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-3
Filed January 24, 2025
File No. 333-284504
Dear Michael Winston:
            We have conducted a limited review of your registration statement and have the
following comments.
            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-3
Resales of our Common Stock in the public market by our stockholders as a result of this
offering, page 7
1.We note your risk factor disclosure at page 7.  Please expand your disclosure, where
appropriate, to show the dilutive impact of the issuances under the securities purchase
agreement.
Selling Stockholder, page 10
On March 28, 2024, you entered into a Securities Purchase Agreement (the "SPA")
with Ionic Ventures, LLC. whereby it received (along with common stock) 150 shares
of Series B and a warrant exercisable for 1,500 shares of Series B. We note that this is
the third registration statement filed in connection with resales of your common stock
by Ionic which it obtained or may obtain pursuant to the SPA.  In the Form S-1 2.

February 14, 2025
Page 2
effective 10/23/2024 (file no. 333-279385), the registration statement covered
common stock issuable upon conversion of 50 shares of Series B received pursuant to
a separate letter agreement and 1,500 shares  of Series B issuable upon conversion of
the warrant received as part of the March 28, 2024 Securities Purchase Agreement
(which would be all of the Series B issuable upon such warrant).  In the Form S-3
effective 12/27/2024 (file no. 333-283207), the registration statement covered the
resale of common stock issuable upon conversion of 1,350 shares  of Series B
Preferred Stock issuable upon the exercise of the SPA warrant.  In the current filing,
you register the resale of 1.27M shares of common stock issuable upon conversion of
450 shares of Series B that Ionic "currently holds" and  850 shares  of Series B issuable
upon the exercise of the SPA warrant.

Please provide expanded disclosure to clarify how many securities of each class or
type that Ionic currently holds and how many of the previously registered shares it
sold under the respective registration statements.  If multiple offerings cover the same
shares issuable upon exercise or conversion of underlying securities, please explain
how this is consistent with your undertaking under Item 512(a)(3) of Regulation S-K.
3.We note the reference in footnote 2 to the 4.99% beneficial ownership limitation, but
the related disclosure at page 2 describes additional, higher thresholds which appear in
Section 4(d) of the certificate of designations for the Series B.  Disclose which
threshold applies to Ionic for purposes of the current offering and explain why the
other thresholds are inapplicable.  In an expanded discussion of prior conversions by
Ionic of the Series B, disclose which threshold(s) applied in each case.
            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.
            Please contact Timothy S. Levenberg at 202-551-3707 or Daniel Morris at 202-551-
3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Hallie D. Heath, Esq., of Dykema Gossett PLLC