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SEC Comment Letter 0000000000-25-002851 to Jet.AI Inc. (JTAI)

Jet.AI Inc.
Date: March 14, 2025 · CIK: 0001861622 · Accession: 0000000000-25-002851

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 333-284504

Date
March 14, 2025
Author
Division of
Form
UPLOAD
Company
Jet.AI Inc.

Letter

Re: Jet.AI Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed February 21, 2025 File No. 333-284504 Dear Michael Winston:

March 14, 2025

Michael Winston Interim Chief Executive Officer Jet.AI Inc. 10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135

We have reviewed your amended registration statement and have the following comment. 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 February 14, 2025 letter.

Amendment No. 1 to Form S-3 filed on February 21, 2025 You may experience future dilution as a result of issuance, page 7

1. We note your response to prior comment 1 and re-issue. Please provide illustrative disclosure to show the impact of the issuances under the securities purchase agreement. 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

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 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.
 Amendment No. 1 to Registration Statement on Form S-3
 Filed February 21, 2025
 File No. 333-284504
Dear Michael Winston:

 We have reviewed your amended registration statement and have the
following
comment. 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 February 14,
2025 letter.

Amendment No. 1 to Form S-3 filed on February 21, 2025
You may experience future dilution as a result of issuance, page 7

1. We note your response to prior comment 1 and re-issue. Please provide
illustrative
 disclosure to show the impact of the issuances under the securities
purchase
 agreement.
 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
</TEXT>
</DOCUMENT>