SecProbe.io

CORRESP
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    Dykema
                                            Gossett PLLC

    111
    E. Kilbourn Ave.

    Suite
    1050

    Milwaukee,
    WI 53202

    WWW.DYKEMA.COM

    Tel:
    414-488-7300

July
11, 2024

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Mergers & Acquisitions

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Blake Grady

 Re: Jet.AI
                                            Inc.

                                            Schedule TO-O filed June 27, 2024

                                            File No. 005-92790

Dear
Mr. Grady:

This
response letter (this “Response”) is submitted on behalf of Jet.AI Inc. (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. Winston, dated July 5, 2024 (the
“Comment Letter”), with respect to the Company’s Registration Statement on Form S-4 (the “Registration
Statement”), filed with the SEC on June 27, 2024. The Company is concurrently submitting a first amendment to the Registration
Statement (“Amendment No. 1”), 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. 1.

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

Schedule
TO-I filed June 27, 2024

General

1. Since
                                            this exchange offer commenced upon filing of the registration statement, the statement that
                                            the prospectus is “subject to completion” and “preliminary” is inapplicable.
                                            Please delete. Please see question I.E.2. of the July 2001 Supplement to the Division of
                                            Corporation Finance’s Manual of Publicly Available Telephone Interpretations, which
                                            is available on our website at www.sec.gov.

Response:
In response to the Staff’s comment, the Company has revised the legend on the cover page of Amendment No. 1.

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

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

July
11, 2024

Page
2

2. Refer
                                            to the following disclosure in the introduction of your offering document: “We may
                                            withdraw the Offer and Consent Solicitation only if the conditions to the Offer and Consent
                                            Solicitation are not satisfied or waived prior to the Expiration Date or if we have determined,
                                            in our sole discretion, to terminate the Offer and Consent Solicitation.” Reserving
                                            the right to cancel or terminate the Offer and Consent Solicitation even if all offer conditions
                                            have been satisfied raises concerns that this is an illusory offer in violation of the prohibition
                                            on manipulative tender offer practices in Exchange Act 14(e). Please revise.

Response:
In response to the Staff’s comment, the Company has revised the applicable disclosure in Amendment No. 1.

3. Refer
                                            to the following disclosure in the introduction: “We reserve the right to redeem any
                                            of the Warrants, as applicable, pursuant to their current terms at any time.” Please
                                            provide a legal analysis regarding how Warrants may be redeemed either during the Offer and
                                            Consent Solicitation or within 10 business days after the Expiration Date. Refer to Exchange
                                            Act Rule 13e-4(f)(6) and Rule 14e-5.

Response:
The Company acknowledges the obligations and restrictions set forth in Exchange Act Rule 13e-4(f)(6) and Rule 14e-5, and in the introduction
included in Amendment No. 1 the Company has removed the language cited by the Staff’s comment.

The
Offer and Consent Solicitation, page 27

4. Refer
                                            to the following statement on page 35: “All questions as to the form of documents and
                                            the validity, eligibility (including time of receipt), and acceptance for exchange of any
                                            tender of Warrants will be determined by us, in our reasonable discretion, and our determination
                                            will be final and binding.” Similar disclosure is included with respect to the form
                                            and validity of any notice of withdrawal. Please revise this statement to include a qualifier
                                            that holders are not foreclosed from challenging your determination in a court of competent
                                            jurisdiction.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 35 and 36 of Amendment No. 1 to
include the qualifier.

Market
Information, Dividends, and Related Stockholder Matters, page 89

5. State
                                            the high and low sales prices for the Warrants for each quarter during the past two years.
                                            Refer to Item 1002(c) of Regulation M-A.

Response:
In response the Staff’s comment, the Company has disclosed information as required by Item 1002(c) of Regulation M-A on page
89.

Related-person
Transactions prior to the Business Combination, page 108

6. Refer
                                            to the paragraph on page 109, beginning: “In addition, in order to finance transaction
                                            costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor,
                                            other Initial Shareholder, or certain of Oxbridge’s officers and directors may, but
                                            are not obligated to, loan Oxbridge funds as may be required...” Such disclosure appears
                                            to imply that the Business Combination has not yet occurred. Please revise or advise.

Response:
The business combination was completed in August 2023. As such, and in response to the Staff’s comment, the Company
has revised its disclosures on page 109 of Amendment No. 1.

*
* *

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

July
11, 2024

Page
3

Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 1. If you have any questions, please
contact the undersigned at (414) 488-7333 or KBechen@dykema.com.

  Sincerely,

  Dykema Gossett PLLC

  /s/ Kate
  Bechen

  Kate Bechen, Esq.

cc: Mike
                                            Winston

  Interim
                                            Chief Executive Officer

  Jet.AI
                                            Inc.