Correspondence 0001493152-23-045352 from Jet.AI Inc. (JTAI)
Jet.AI Inc.
Date: Dec. 19, 2023 · CIK: 0001861622 · Accession: 0001493152-23-045352
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274432
Referenced dates: December 15, 2023
Letter
Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission Amendment No. 2 to Registration Statement on Form S-1 Filed November 30, 2023 File No. 333-274432
Re:
Dear Mr. Morris:
We acknowledge receipt of the comments in your letter dated December 15, 2023 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.
Amendment No. 2 to Registration Statement on Form S-1
General
1.
Please update your disclosure regarding the status of your compliance with Nasdaq’s continued listing criteria. In this regard, we note that on December 1, 2023, you received a Notification Letter from the Listing Qualifications Department of The Nasdaq Stock Market and were provided 45 calendar days from the date of the Notification Letter, or until January 15, 2024, to submit a plan to regain compliance with Nasdaq’s continued listing criteria. Also revise your risk factor disclosure to address the impact of a potential delisting on the Company and its shareholders, including without limitation, under the Share Purchase Agreement, Forward Purchase Agreement and FPA Funding Amount PIPE Subscription Agreement.
The Company has added disclosure regarding the Notification Letter as a recent event on page 14 in the Prospectus Summary and has added a risk factor on page 28 as requested by the Staff.
The Company has also revised the disclosure in the risk factor regarding the Forward Purchase Agreement. After discussion with Meteora and its counsel, the Company has determined that under the terms of the Forward Purchase Agreement, if the net settlement amount as adjusted is negative, the Company would not be required to make any payment to Meteora.
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
Show Raw Text
CORRESP
1
filename1.htm
December 19, 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. 2 to Registration
Statement
on Form S-1
Filed
November 30, 2023
File
No. 333-274432
Dear
Mr. Morris:
We
acknowledge receipt of the comments in your letter dated December 15, 2023 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.
Amendment
No. 2 to Registration Statement on Form S-1
General
1.
Please
update your disclosure regarding the status of your compliance with Nasdaq’s continued listing criteria. In this regard, we
note that on December 1, 2023, you received a Notification Letter from the Listing Qualifications Department of The Nasdaq Stock
Market and were provided 45 calendar days from the date of the Notification Letter, or until January 15, 2024, to submit a plan to
regain compliance with Nasdaq’s continued listing criteria. Also revise your risk factor disclosure to address the impact of
a potential delisting on the Company and its shareholders, including without limitation, under the Share Purchase Agreement, Forward
Purchase Agreement and FPA Funding Amount PIPE Subscription Agreement.
The
Company has added disclosure regarding the Notification Letter as a recent event on page 14 in the Prospectus Summary and has added a
risk factor on page 28 as requested by the Staff.
The
Company has also revised the disclosure in the risk factor regarding the Forward Purchase Agreement. After discussion with Meteora and
its counsel, the Company has determined that under the terms of the Forward Purchase Agreement, if the net settlement amount as adjusted
is negative, the Company would not be required to make any payment to Meteora.
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.