Correspondence 0001493152-25-007867 from Jet.AI Inc. (JTAI)
Jet.AI Inc.
Date: Feb. 21, 2025 · CIK: 0001861622 · Accession: 0001493152-25-007867
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-279385, 333-283207, 333-284504
Letter
Division of Corporate Finance Office of Energy & Transportation Attention: Timothy S. Levenberg and Daniel Morris Re: Jet.AI Inc. Registration Statement on Form S-3 Filed January 24, 2025 File No. 333-284504
Dear Mr. Levenberg and Mr. Morris:
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 February 14, 2025 (the “Comment Letter”), with respect to the Company’s Registration Statement on Form S-3 (the “Registration Statement”), filed with the SEC on January 24, 2025. 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.
Registration Statement on Form S-3
Resales of our Common Stock in the public market by our stockholders as a result of this offering, page 7
1. We note your risk factor disclosure at page 7. Please expand your disclosure, where appropriate, to show the dilutive impact of the issuances under the securities purchase agreement.
Response: In response to the Staff’s comments, the Company has revised its disclosures on page 7 of Amendment No. 1.
California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin
U.S. Securities and Exchange Commission
Division of Corporate Finance
February 21, 2025
Page 2
Selling Stockholder, page 10
2. On March 28, 2024, you entered into a Securities Purchase Agreement (the “SPA”) with Ionic Ventures, LLC. whereby it received (along with common stock) 150 shares of Series B and a warrant exercisable for 1,500 shares of Series B. We note that this is the third registration statement filed in connection with resales of your common stock by Ionic which it obtained or may obtain pursuant to the SPA. In the Form S-1 effective 10/23/2024 (file no. 333-279385), the registration statement covered common stock issuable upon conversion of 50 shares of Series B received pursuant to a separate letter agreement and 1,500 shares of Series B issuable upon conversion of the warrant received as part of the March 28, 2024 Securities Purchase Agreement (which would be all of the Series B issuable upon such warrant). In the Form S-3 effective 12/27/2024 (file no. 333-283207), the registration statement covered the resale of common stock issuable upon conversion of 1,350 shares of Series B Preferred Stock issuable upon the exercise of the SPA warrant. In the current filing, you register the resale of 1.27M shares of common stock issuable upon conversion of 450 shares of Series B that Ionic “currently holds” and 850 shares of Series B issuable upon the exercise of the SPA warrant.
Please provide expanded disclosure to clarify how many securities of each class or type that Ionic currently holds and how many of the previously registered shares it sold under the respective registration statements. If multiple offerings cover the same shares issuable upon exercise or conversion of underlying securities, please explain how this is consistent with your undertaking under Item 512(a)(3) of Regulation S-K.
Response: In response to the Staff’s comments, the Company has revised its disclosures on pages 4 and 5 of Amendment No. 1. Further, the Company respectfully advises the Staff that all previously registered shares have been sold under the respective registration statements and no offerings cover the same shares issuable upon exercise or conversion of underlying securities.
3. We note the reference in footnote 2 to the 4.99% beneficial ownership limitation, but the related disclosure at page 2 describes additional, higher thresholds which appear in Section 4(d) of the certificate of designations for the Series B. Disclose which threshold applies to Ionic for purposes of the current offering and explain why the other thresholds are inapplicable. In an expanded discussion of prior conversions by Ionic of the Series B, disclose which threshold(s) applied in each case.
Response: In response to the Staff’s comments, the Company has revised its disclosures on page 5 of Amendment No. 1.
* * *
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
Show Raw Text
CORRESP
1
filename1.htm
Dykema
Gossett PLLC
111
E. Kilbourn Ave.
Suite
1050
Milwaukee,
WI 53202
www.dykema.com
Tel:
414-488-7300
Kate
Bechen
Direct
Dial: (414) 488-7333
Email:
KBechen@dykema.com
February
21, 2025
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549
Attention: Timothy S. Levenberg and Daniel Morris
Re: Jet.AI
Inc.
Registration Statement on Form S-3
Filed
January 24, 2025
File
No. 333-284504
Dear
Mr. Levenberg and Mr. Morris:
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 February 14, 2025
(the “Comment Letter”), with respect to the Company’s Registration Statement on Form S-3 (the “Registration
Statement”), filed with the SEC on January 24, 2025. 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.
Registration
Statement on Form S-3
Resales
of our Common Stock in the public market by our stockholders as a result of this offering, page 7
1. We
note your risk factor disclosure at page 7. Please expand your disclosure, where appropriate,
to show the dilutive impact of the issuances under the securities purchase agreement.
Response:
In response to the Staff’s comments, the Company has revised its disclosures on page 7 of Amendment No. 1.
California
| Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin
U.S.
Securities and Exchange Commission
Division of Corporate Finance
February 21, 2025
Page 2
Selling
Stockholder, page 10
2. On
March 28, 2024, you entered into a Securities Purchase Agreement (the “SPA”)
with Ionic Ventures, LLC. whereby it received (along with common stock) 150 shares of Series
B and a warrant exercisable for 1,500 shares of Series B. We note that this is the third
registration statement filed in connection with resales of your common stock by Ionic which
it obtained or may obtain pursuant to the SPA. In the Form S-1 effective 10/23/2024 (file
no. 333-279385), the registration statement covered common stock issuable upon conversion
of 50 shares of Series B received pursuant to a separate letter agreement and 1,500 shares
of Series B issuable upon conversion of the warrant received as part of the March 28, 2024
Securities Purchase Agreement (which would be all of the Series B issuable upon such warrant).
In the Form S-3 effective 12/27/2024 (file no. 333-283207), the registration statement covered
the resale of common stock issuable upon conversion of 1,350 shares of Series B Preferred
Stock issuable upon the exercise of the SPA warrant. In the current filing, you register
the resale of 1.27M shares of common stock issuable upon conversion of 450 shares of Series
B that Ionic “currently holds” and 850 shares of Series B issuable upon the exercise
of the SPA warrant.
Please
provide expanded disclosure to clarify how many securities of each class or type that Ionic currently holds and how many of the previously
registered shares it sold under the respective registration statements. If multiple offerings cover the same shares issuable upon exercise
or conversion of underlying securities, please explain how this is consistent with your undertaking under Item 512(a)(3) of Regulation
S-K.
Response:
In response to the Staff’s comments, the Company has revised its disclosures on pages 4 and 5 of Amendment No. 1. Further,
the Company respectfully advises the Staff that all previously registered shares have been sold under the respective registration statements
and no offerings cover the same shares issuable upon exercise or conversion of underlying securities.
3. We
note the reference in footnote 2 to the 4.99% beneficial ownership limitation, but the related
disclosure at page 2 describes additional, higher thresholds which appear in Section 4(d)
of the certificate of designations for the Series B. Disclose which threshold applies to
Ionic for purposes of the current offering and explain why the other thresholds are inapplicable.
In an expanded discussion of prior conversions by Ionic of the Series B, disclose which threshold(s)
applied in each case.
Response:
In response to the Staff’s comments, the Company has revised its disclosures on page 5 of Amendment No. 1.
*
* *
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.