SecProbe.io

CORRESP
1
filename1.htm

  Dykema
                                            Gossett PLLC

111
E. Kilbourn Ave.

Suite
1050

Milwaukee,
WI 53202

www.dykema.com

Tel:
414-488-7300

  Hallie
                                            D. Heath

Direct
Dial: (414) 488-7337

Email:
HHeath@dykema.com

    July
    18, 2023

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    Office
    of Energy & Transportation

    100
    F Street, N.E.

    Washington,
    D.C. 20549

    Attention:
    Michael Purcell and Karina Dorin

 Re: Oxbridge
                                            Acquisition Corp.

                                            Amendment No. 4 to Registration Statement on Form S-4

                                            Filed July 7, 2023

                                            File No. 333-270848

Dear
Mr. Purcell and Ms. Dorin:

This
response letter (this “Response”) is submitted on behalf of Oxbridge Acquisition Corp. (the “Company”)
in response to the comments that the Company received from the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) in a letter addressed to Mr. Jay Madhu, dated July 17,
2023 (the “Comment Letter”), with respect to the Company’s Amendment No. 4 (“Amendment No. 4”)
to its registration statement on Form S-4 (the “Registration Statement”), filed with the SEC on July 7, 2023. The
Company is concurrently submitting a fifth amendment to the Registration Statement (“Amendment No. 5”), which reflects
the changes discussed in this Response that the Company made to address the Staff’s comments and other updates.

For
reference purposes, each of the Staff’s numbered comments from the Comment Letter is set forth in bold text below, followed by
the Company’s response to each comment. All capitalized terms used but not defined in this Response have the meanings ascribed
to them in Amendment No. 5.

The
responses below are based on information provided to Dykema Gossett PLLC by the Company.

  California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

July
18, 2023

Page
2

Amendment
No. 4 to Registration Statement on Form S-4

General

1. We
                                            note you have revised your registration statement to reflect that you are registering 16,873,364
                                            shares of Jet.AI Common Stock in response to prior comment 4. We also note that such 16,873,364
                                            shares do not appear to include the 2,875,000 Oxbridge Class B Ordinary Shares that are “automatically
                                            convertible into shares of our Class A Ordinary Shares at the time of an Initial Business
                                            Combination.” Please advise or revise.

Response:
In Amendment No. 5 the Company is seeking to register 19,996,564 shares of Jet.AI Common Stock, which is inclusive of 2,875,000
shares of Jet.AI Common Stock that are exchanged in the Business Combination for the Oxbridge Class B Ordinary Shares that will
automatically convert into Class A Ordinary Shares in connection with the Domestication.

*
* *

Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 5. If you have any questions, please
contact the undersigned at (414) 488-7337 or hheath@dykema.com.

    Sincerely,

    Dykema
    Gossett PLLC

    /s/
    Hallie D. Heath

    Hallie
    D. Heath, Esq.

    cc:
    Jay
    Madhu

    Chief
    Executive Officer

    Oxbridge
    Acquisition Corp.