Correspondence 0001493152-25-010838 from Jet.AI Inc. (JTAI)
Jet.AI Inc.
Date: March 18, 2025 · CIK: 0001861622 · Accession: 0001493152-25-010838
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284504
Letter
Division of Corporate Finance Office of Energy & Transportation Attention: Timothy S. Levenberg and Daniel Morris Re: Jet.AI Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed February 21, 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 March 14, 2025 (the " Comment Letter "), with respect to the Company's Amendment No. 1 (" Amendment No. 1 ") to its Registration Statement on Form S-3 (the " Registration Statement "), filed with the SEC on February 21, 2025. The Company is concurrently submitting a second amendment to the Registration Statement (" Amendment No. 2 "), 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. 2.
The responses below are based on information provided to Dykema Gossett PLLC by the Company.
Amendment No. 1 to Form S-3 filed on February 21, 2025
You may experience future dilution as a result of issuance, page 7
1. We note your response to prior comment 1 and re-issue. Please provide illustrative disclosure to show the 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
March 18, 2025
Page 2
Thank you for your review and consideration of the matters set forth in this Response and in Amendment No. 2. If you have any questions, please contact the undersigned at (414) 488-7333 or KBechen@dykema.com.
Sincerely,
Dykema Gossett PLLC
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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
March 18, 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.
Amendment No. 1 to Registration Statement on Form S-3
Filed February 21, 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 March 14, 2025 (the " Comment Letter "), with respect to the Company's
Amendment No. 1 (" Amendment No. 1 ") to its Registration Statement on Form S-3 (the " Registration Statement "),
filed with the SEC on February 21, 2025. The Company is concurrently submitting a second amendment to the Registration Statement (" Amendment
No. 2 "), 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. 2.
The responses below are based
on information provided to Dykema Gossett PLLC by the Company.
Amendment No. 1 to Form S-3 filed on February
21, 2025
You may experience future dilution as a result
of issuance, page 7
1. We note your response to prior comment 1 and re-issue. Please
provide illustrative disclosure to show the 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
March 18, 2025
Page 2
Thank you for your review and
consideration of the matters set forth in this Response and in Amendment No. 2. 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.