SecProbe.io

CORRESP
1
filename1.htm

November
30, 2023

Mr.
Daniel Morris

Legal
Branch Chief

Office
of Energy & Transportation

Division
of Corporation Finance

Securities
and Exchange Commission

Washington
DC 20549

    Re:
    Jet.AI
    Inc.

    Amendment
                                            No. 1 to Registration

    Statement
    on Form S-1

    Filed
    October 27, 2023

    File
    No. 333-274432

Dear
Mr. Morris:

We
acknowledge receipt of the comments in your letter dated November 14, 2023 and via telephone comment regarding the Registration Statement
of Jet.AI Inc. (the “Company”), which we have set out below, together with our responses. All terms not defined in this letter
have the meanings assigned to them in the Registration Statement.

Telephone
Comment received November 15, 2023.

As
requested by the Staff, the Company has clarified on the top of the front cover the number of shares of Common Stock being offered by
the Company in the primary offering and the number of shares of Common Stock being offered by the selling stockholders in the
resale offering.

With
respect to disclosure regarding the commitment fee payable under the Share Purchase Agreement, the Company respectfully points out that
the description on page 13 is a plain English version of the provision. The Company has expanded the description of the commitment fee
payable under the Share Purchase Agreement to emphasize that the full $800,000 fee must be paid regardless of whether the Company draws
down any amounts under the facility.

Amendment
No 1. to Registration Statement on Form S-1

Prospectus
Summary

Forward
Purchase Agreement, page 11

    1.
    We
    note your revised disclosure in response to prior comment 4 and reissue it in part. Please disclose the net proceeds to the Company
    from the Forward Purchase Agreement and the FPA Funding Amount PIPE Subscription Agreement arrangements. Also, add risk factor disclosure
    to address the risks associated with these arrangements.

The
Company has added disclosure regarding the net proceeds received from the Forward Purchase Agreement on pages 12 and 52 and
has added risk factor disclosure on pages 26 and 29.

    2.
    We
    note you entered into the Forward Purchase Agreement with Meteora, in part, to purchase Oxbridge Class A ordinary shares to reduce
    redemption rates. Please provide your analysis on how such purchases complied with Rule 14e-5.

The
Company respectfully advises the Staff that Rule 14e-5 did not prohibit the purchases completed pursuant to the Forward Purchase Agreement
with Meteora. Based on the Staff’s guidance in Tender Offer Compliance and Disclosure Interpretation 166.01 (March 22, 2022) and
prior discussions we understand that counsel for Oxbridge had with the Staff in connection with similar transactions, we understand that
the Staff views SPAC redemption provisions as generally having indicia of being a tender offer, such as a limited period of time for
the SPAC shareholders to elect redemption. Rule 14e-5 prohibits the purchase, or arrangement to purchase, subject securities from the
time of public announcement of the tender offer until the tender offer expires. Absent a subsequent offering period (within the meaning
of Rule 14d-11), a tender offer expires (as provided for in Rule 14d-1(g)(4)) when the minimum time periods, including extensions, have
been satisfied and all conditions to the offer have been satisfied or waived. To the extent that the Oxbridge redemption offer constituted
a tender offer, the expiration of the redemption offer – the time at which Oxbridge shareholders’ right to redeem expired
– would be deemed to be the expiration of the tender offer for purposes of Rule 14e-5. This interpretation is consistent with the
guidance given by the Staff in discussions with Oxbridge’s counsel regarding similar transactions.

Pursuant
to Article 49.5 of the Amended and Restated Memorandum and Articles of Association of Oxbridge Acquisition Corp., as in effect prior
to the Business Combination, the period for the Oxbridge shareholders to exercise their right to redeem their shares ended at 5:00 p.m.
Eastern Time on Wednesday, August 2, 2023, two business days prior to Oxbridge’s extraordinary general meeting of shareholders,
which was held to vote on the Business Combination and related matters. Due to a large number of shareholders electing to redeem their
shares and Oxbridge’s inability to find alternative financing to support the Business Combination, Oxbridge entered into the Forward
Purchase Agreement with Meteora on August 6, 2023. Prior to the redemption deadline, Oxbridge did not negotiate entering into any forward
purchase agreements. All related discussions took place after the redemption deadline. After the Forward Purchase Agreement was finalized
and executed, on Monday August 7, 2023 (pre-market) Oxbridge filed a Current Report on Form 8-K disclosing the material terms of the
agreement, including with respect to any shares Meteora would purchase from third parties in the open market, and noting that the Forward
Purchase Agreement was structured, and all activity in connection with the agreement was undertaken, to comply with the requirements
of all tender offer regulations applicable to the Business Combination, including Rule 14e-5. Any purchases by Meteora of shares in the
open market effected under the Forward Purchase Agreement (i.e. with respect to the “recycled shares”) were made after public
disclosure regarding the agreement and its terms.

The
Company respectfully advises the Staff that at no time prior to the redemption deadline described above did any “covered person”
(as defined in Rule 14e-5) purchase or arrange to purchase any subject securities or any related securities within the meaning of Rule
14e-5 (except as part of the SPAC redemption offer). Oxbridge arranged, and entered into, the Forward Purchase Agreement after the expiration
of the redemption period (i.e. the potential tender offer) (the August 2 redemption deadline described above), and no party to the agreement
purchased any Oxbridge securities from existing Oxbridge shareholders prior to entering into the agreement. Therefore, Rule 14e-5 did
not prohibit the entry into the agreement or any subsequent purchases of securities under the agreement.

Plan
of Distribution

GEM,
page 94

    3.
    We
    note your revised disclosure in response to prior comment 11 that GEM may be deemed an “underwriter” within the meaning
    of Section 2(a)(11) of the Securities Act. Please revise to indicate that GEM is an underwriter.

The
Company has revised the disclosure on page 92 to state that GEM is an underwriter within the meaning of Section 2(a)(11) of the
Securities Act.

    4.

    We
    note your revised disclosure in response to prior comment 12 and reissue it in part. Please revise your prospectus to disclose that
    Regulation M may prohibit GEM and any other distribution participants that are participating in the distribution of the Company’s
    securities from purchasing shares in the open market while the equity line is in effect. Also, while you indicate in your response
    letter that you have revised your disclosure to describe the contractual provisions applicable to GEM with respect to market activities,
    we do not see this revised disclosure in your prospectus. Please revise your prospectus accordingly.

The
Company has revised the disclosure on page 92 as requested by the Staff and added the disclosure regarding the contractual provisions
applicable to GEM.

General

    5.

    We
    note your response to prior comment 9 and reissue it in part. Please disclose the potential profit the selling stockholders will
    earn based on the current trading price due to differences in the purchase prices and the current trading price.

The
Company has added disclosure in “Risk Factors” on page 29 to indicate the potential profit of the selling stockholders,
assuming they were to sell their shares at current market prices. Since many of the selling stockholders acquired their securities or
will acquire their securities at prices above the current trading price, the Company has not included potential loss calculations for
such holdings.

Thank
you again for the opportunity to respond to your questions to the Registration Statement of Jet.AI Inc. If you have additional questions
or comments, please contact me at jeanne@crowdchecklaw.com.

Sincerely,

    /s/
    Jeanne Campanelli

    Jeanne
    Campanelli

    Partner

    CrowdCheck
    Law LLP

    cc:
    Mike
    Winston

    Interim
    Chief Executive Officer

    Jet.AI
    Inc.