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 August 20, 2025

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

 Re: Jet.AI Inc.
 Draft Registration Statement on Form S-3
 Submitted August 6, 2025
 CIK No. 0001861622
Dear Michael Winston:

 We have conducted a limited review of your draft registration statement
and have the
following comments.

 Please respond to this letter by providing any requested information
and by publicly
filing your registration statement and non-public draft submission on EDGAR. 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 the information you provide in response to this letter
and your filed
registration statement, we may have additional comments.

Draft Registration Statement on Form S-3 submitted August 6, 2025
Information Incorporated by Reference, page 14

1. Please revise your disclosure to specifically incorporate by reference
your Form 10-Q
 for the fiscal quarter ended June 30, 2025.
General

2. We note your disclosure on page 6 stating "the Selling Stockholder holds
989 shares
 of Series B Preferred Stock, 450 of which were transferred to Hexstone
Capital, LLC,
 an affiliate of Ionic Ventures, LLC" and that you are registering
1,800,000 shares of
 Common Stock issuable within 60 days upon partial conversion of the 450
shares of
 Series B Preferred Stock. Please revise to disclose the transaction
transferring the
 shares of Series B Preferred Stock and file any agreements, as
applicable, as exhibits
 to the registration statement.
 August 20, 2025
Page 2

 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.

 We also remind you that your registration statement and non-public draft
submission
must be on file at least two business days prior to the requested effective
date and time. 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 Anuja Majmudar at 202-551-3844 or Daniel Morris at
202-551-3314
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Hallie D. Heath
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