SecProbe.io

CORRESP
 1
 filename1.htm

 Jet.AI
Inc.

 10845
Griffith Peak Dr., Suite 200

 Las
Vegas, Nevada 89135

 January
29, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Energy and Transportation

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Jet.AI
 Inc.

 Registration
 Statement on Form S-3

 File
 No. 333-293011

 Ladies
and Gentleman:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effectiveness of the above-captioned
Registration Statement on Form S-3 be accelerated so that the same will become effective at 5:00 p.m. Eastern Time on January 30, 2026,
or as soon thereafter as practicable.

 We
understand that the staff of the Securities and Exchange Commission will consider this request as confirmation by Jet.AI Inc. that it
is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

 Very truly yours,

 JET.AI INC.

 By:
 /s/ George
 Murnane

 Name:
 George Murnane

 Title:
 Interim Chief Financial Officer

 cc:
 Kate Bechen, Esq.

January 27, 2026
George Murnane
Interim Chief Financial Officer
Jet.AI Inc.
10845 Griffith Peak Dr., Suite 200
Las Vegas, NV 89135
Re:Jet.AI Inc.
Draft Registration Statement on Form S-3
Submitted January 16, 2026
CIK No. 0001861622
Dear George Murnane:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and non-public draft
submission on EDGAR at least two business days prior to the requested effective date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Liz Packebusch at 202-551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
 1
 filename1.htm

 10845
Griffith Peak Dr., Suite 200

 Las
Vegas, Nevada 89135

 September
18, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Energy and Transportation

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Jet.AI
 Inc.
 Registration
 Statement on Form S-3
 File
 No. 333-289982

 Ladies
and Gentleman:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effectiveness of the above-captioned
Registration Statement on Form S-3 be accelerated so that the same will become effective at 4:00 p.m. Eastern Time on September 22, 2025,
or as soon thereafter as practicable.

 We
understand that the staff of the Securities and Exchange Commission will consider this request as confirmation by Jet.AI Inc. that it
is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

 Very
 truly yours,

 JET.AI
 INC.

 By:

 /s/
 George Murnane

 Name:

 George
 Murnane

 Title:

 Interim
 Chief Financial Officer

 cc:
 Kate
 Bechen, Esq.

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

 September
2, 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:
Anuja Majmudar and Daniel Morris

 Re:
 Jet.AI
 Inc.

 Draft
 Registration Statement on Form S-3

 Submitted
 August 6, 2025

 CIK
 No. 0001861622

 Dear
Ms. Majmudar 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 August 20, 2025 (the
" Comment Letter "), with respect to the Company's Draft Registration Statement on Form S-3 (the " Draft
Registration Statement "), submitted to the SEC on August 6, 2025. The Company is concurrently submitting a Registration Statement
on Form S-3 (the " Registration Statement "), 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 the Registration Statement.

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

 Draft
Registration Statement on Form S-3 submitted August 6, 2025

 Information
Incorporated by Reference, page 14

 1.
 Please
 revise your disclosure to specifically incorporate by reference your Form 10-Q for the fiscal quarter ended June 30, 2025.

 Response :
In response to the Staff's comments, the Company has revised its disclosures on page 14 of the Registration Statement.

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

 U.S. Securities and Exchange Commision Division of Corporate Finance September 2, 2025 Page 2

 General

 2.
 We
 note your disclosure on page 6 stating "the Selling Stockholder holds 989 shares of Series B Preferred Stock, 450 of which
 were transferred to Hexstone Capital, LLC, an affiliate of Ionic Ventures, LLC" and that you are registering 1,800,000 shares
 of Common Stock issuable within 60 days upon partial conversion of the 450 shares of Series B Preferred Stock. Please revise to disclose
 the transaction transferring the shares of Series B Preferred Stock and file any agreements, as applicable, as exhibits to the registration
 statement.

 Response :
In response to the Staff's comments, the Company respectfully advises the staff that there was no formal "transaction"
that occurred to transfer the shares because Ionic Ventures, LLC and Hexstone Capital, LLC are affiliated entities that are each controlled
by Mr. Brendan O'Neil. Further, section 17 of the Certificate of Designations states: "A Holder may transfer some or all
of its Preferred Shares without the consent of the Company, upon giving five (5) Business Days' notice to the Company." Pursuant
to such transfer right, Ionic Ventures, LLC requested the transfer of 450 shares of Series B Preferred Stock to Hexstone Capital, LLC
and the Company effected such transfer.

 *
 *
 *

 Thank
you for your review and consideration of the matters set forth in this Response and the Registration Statement. 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.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 20, 2025

Michael Winston
Executive Chairman and Interim Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr., Suite 200
Las Vegas, NV 89135

 Re: Jet.AI Inc.
 Draft Registration Statement on Form S-3
 Submitted August 6, 2025
 CIK No. 0001861622
Dear Michael Winston:

 We have conducted a limited review of your draft registration statement
and have the
following comments.

 Please respond to this letter by providing any requested information
and by publicly
filing your registration statement and non-public draft submission on EDGAR. If
you do not
believe a comment applies to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

 After reviewing the information you provide in response to this letter
and your filed
registration statement, we may have additional comments.

Draft Registration Statement on Form S-3 submitted August 6, 2025
Information Incorporated by Reference, page 14

1. Please revise your disclosure to specifically incorporate by reference
your Form 10-Q
 for the fiscal quarter ended June 30, 2025.
General

2. We note your disclosure on page 6 stating "the Selling Stockholder holds
989 shares
 of Series B Preferred Stock, 450 of which were transferred to Hexstone
Capital, LLC,
 an affiliate of Ionic Ventures, LLC" and that you are registering
1,800,000 shares of
 Common Stock issuable within 60 days upon partial conversion of the 450
shares of
 Series B Preferred Stock. Please revise to disclose the transaction
transferring the
 shares of Series B Preferred Stock and file any agreements, as
applicable, as exhibits
 to the registration statement.
 August 20, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 We also remind you that your registration statement and non-public draft
submission
must be on file at least two business days prior to the requested effective
date and time. Refer
to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to
review any amendment prior to the requested effective date of the registration
statement.

 Please contact Anuja Majmudar at 202-551-3844 or Daniel Morris at
202-551-3314
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Hallie D. Heath
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 10845 Griffith Peak Dr., Suite 200

 Las Vegas, Nevada 89135

 April 16, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy and Transportation

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 Jet.AI Inc.
 Registration Statement on Form S-3
 File No. 333-284504

 Ladies and Gentleman:

 Pursuant to Rule 461 under the Securities Act of 1933,
as amended, the undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-3
be accelerated so that the same will become effective at 4:00 p.m. Eastern Time on April 18, 2025, or as soon thereafter as practicable.

 We understand that the staff of the Securities and
Exchange Commission will consider this request as confirmation by Jet.AI Inc. that it is aware of its responsibilities under the federal
securities laws as they relate to the issuance of the securities covered by the Registration Statement.

 Very truly yours,

 JET.AI INC.

 By:
 /s/ George Murnane

 Name:
 George Murnane

 Title:
 Interim Chief Financial Officer

 cc:
 Kate Bechen, Esq.

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

 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.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 14, 2025

Michael Winston
Interim Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr., Suite 200
Las Vegas, Nevada 89135

 Re: Jet.AI Inc.
 Amendment No. 1 to Registration Statement on Form S-3
 Filed February 21, 2025
 File No. 333-284504
Dear Michael Winston:

 We have reviewed your amended registration statement and have the
following
comment. Please respond to this letter by amending your registration statement
and
providing the requested information. If you do not believe a comment applies to
your facts
and circumstances or do not believe an amendment is appropriate, please tell us
why in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our February 14,
2025 letter.

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.
 Please contact Timothy S. Levenberg at 202-551-3707 or Daniel Morris at
202-551-
3314 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

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.

February 14, 2025
Michael Winston
Interim Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr., Suite 200
Las Vegas, Nevada 89135
Re:Jet.AI Inc.
Registration Statement on Form S-3
Filed January 24, 2025
File No. 333-284504
Dear Michael Winston:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
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.
Selling Stockholder, page 10
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 2.

February 14, 2025
Page 2
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.
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Timothy S. Levenberg at 202-551-3707 or Daniel Morris at 202-551-
3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Hallie D. Heath, Esq., of Dykema Gossett PLLC

CORRESP
1
filename1.htm

10845
Griffith Peak Dr., Suite 200

Las
Vegas, Nevada 89135

December
26, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy and Transportation

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jet.AI
    Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-283207

Ladies
and Gentleman:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effectiveness of the above-captioned
Registration Statement on Form S-3 be accelerated so that the same will become effective at 4:00 p.m. Eastern Time on December 27, 2024,
or as soon thereafter as practicable.

We
understand that the staff of the Securities and Exchange Commission will consider this request as confirmation by Jet.AI Inc. that it
is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

    Very
    truly yours,

    JET.AI
    INC.

    By:

    /s/
    George Murnane

    Name:

    George
    Murnane

    Title:

    Interim
    Chief Financial Officer

    cc:
    Kate
    Bechen, Esq.

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

December
10, 2024

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Anuja Majmudar and Karina Dorin

    Re:
    Jet.AI
    Inc.

    Registration
    Statement on Form S-3

    Filed
    November 13, 2024

    File
    No. 333-283207

Dear
Ms. Majmudar and Ms. Dorin:

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 December 2, 2024 (the
“Comment Letter”), with respect to the Company’s Registration Statement on Form S-3 (the “Registration
Statement”), filed with the SEC on November 13, 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.

Form
S-3 filed November 13, 2024

Plan
of Distribution, page 10

1. We
                                            note the selling securityholder may sell its securities using various methods, including
                                            purchases by a broker-dealer as a principal and resale by the broker-dealer for its account
                                            and any other method permitted pursuant to applicable law. Please confirm your understanding
                                            that the retention by the selling stockholder of an underwriter, or any entity that may act
                                            as an underwriter, would constitute a material change to your plan of distribution requiring
                                            a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii)
                                            of Regulation S-K.

Response:
In response the Staff’s comments, the Company confirms its understanding, consistent with the undertaking required by Item
512(a)(1)(iii) of Regulation S-K, that it will file a post-effective amendment to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or any material change to such information, including the
retention by a selling stockholder of an underwriter, if applicable.

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

    U.S. Securities and Exchange Commission

Division of Corporate Finance

December
                                            10, 2024

Page 2

Information
Incorporated by Reference, page 12

2. We
                                            note that you have not incorporated by reference Exchange Act filings made prior to the effective
                                            date of the registration statement. Please revise to incorporate by reference your Quarterly
                                            Report on Form 10-Q filed on November 14, 2024 and Current Reports on Form 8-K filed on November
                                            18, 2024 and November 19, 2024. Refer to Question 123.05 of the Securities Act Forms Compliance
                                            and Disclosure Interpretations.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 12 of Amendment No. 1.

General

3. We
                                            note that you are seeking to register up to 350,000 shares of common stock that have not
                                            yet been issued to the Selling Stockholder and that the shares of Series B Preferred Stock
                                            issuable upon exercise of the warrant will automatically convert into shares of common stock
                                            based on the lowest daily volume weighted average price of your common stock over a period
                                            beginning on the trading day “after” you deliver the shares of common stock upon
                                            such conversion to the Selling Stockholder. Please provide us with a detailed analysis explaining
                                            why it is appropriate to register the resale of these shares at this time, including whether
                                            the provisions of Section 4(e) of the Certificate of Designations protect the Selling Stockholder
                                            from being truly at market risk. In your analysis, please consider the Commission’s
                                            guidance set forth in Question 139.11 of the Securities Act Sections Compliance and Disclosure
                                            Interpretations.

Response: In response
the Staff’s comments, the Company respectfully advises the Staff that it believes it is appropriate to register the resale of shares
of common stock issuable upon conversion of the shares of Series B Preferred Stock, based on the guidance provided by the Staff in Securities
Act Sections Compliance and Disclosure Interpretations, Question 139.11 (“Interpretation 139.11”). Interpretation 139.11
specifically addresses the purchase of convertible securities that convert into common stock at a price “based on the company’s
common stock trading price at the time of conversion,” and the registration for resale of the shares underlying the convertible
securities. Interpretation 139.11 states that “the investor must be irrevocably bound to purchase a set number of securities for
a set purchase price that is not based on market price or a fluctuating ratio, either at the time of effectiveness of the resale registration
statement or at any subsequent date. When a company attempts to register for resale shares of common stock underlying unissued, convertible
securities, the PIPE analysis applies to the convertible security, not to the underlying common stock.”

The
shares of common stock being registered for resale will be issuable upon conversion of the shares of Series B Preferred Stock. Ionic
pays the full purchase price for the shares of Series B Preferred Stock in cash upon acquisition, and such purchase price is set and
not based on a fluctuating market price or ratio. Ionic is subject to the full economic and market risks of its entire investment upon
acquisition of the Series B Preferred Stock. Ionic acquires the shares of Series B Preferred Stock with no assurance that a liquid market
will be available in which the underlying shares of common stock could be sold. Therefore, the conversion of the shares of Series B Preferred
Stock at the conversion rate pursuant to Section 4 of the Certificate of Designations, which conversion rate is based in part on the
market price of the common stock, is not at issue.

 Furthermore, Section 4(bb) of
the Securities Purchase Agreement that must be read in connection with the Certificate of Designations and other transaction documents
limits Ionic’s sales to the greater of $25,000 per day or “an amount equal to 20% of greater of the (x) average daily trading
volume of the Common Stock as reported by Thompson Reuters per calendar month or (y) trading volume of the Common Stock as reported by
Thompson Reuters on such Trading Day. “Trading Day” means a day on which the Principal Market is open for trading for at
least six (6) hours.” So regardless of the pricing algorithm used, Ionic is very much at market risk given the limitations imposed
on its ability to sell stock that it is irrevocably bound to purchase.

*     *     *

    U.S. Securities and Exchange Commission

Division of Corporate Finance

December
                                            10, 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.

December 2, 2024
Michael Winston
Executive Chairman and Interim Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr., Suite 200
Las Vegas, NV 89135
Re:Jet.AI Inc.
Registration Statement on Form S-3
Filed November 13, 2024
File No. 333-283207
Dear Michael Winston:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Form S-3 filed November 13, 2024
Plan of Distribution, page 10
1.We note the selling securityholder may sell its securities using various methods,
including purchases by a broker-dealer as a principal and resale by the broker-dealer
for its account and any other method permitted pursuant to applicable law. Please
confirm your understanding that the retention by the selling stockholder of an
underwriter, or any entity that may act as an underwriter, would constitute a material
change to your plan of distribution requiring a post-effective amendment.  Refer to
your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

December 2, 2024
Page 2
Information Incorporated by Reference, page 12
2.We note that you have not incorporated by reference Exchange Act filings made prior
to the effective date of the registration statement. Please revise to incorporate by
reference your Quarterly Report on Form 10-Q filed on November 14, 2024
and Current Reports on Form 8-K filed on November 18, 2024 and November 19,
2024.  Refer to Question 123.05 of the Securities Act Forms Compliance and
Disclosure Interpretations.
General
3.We note that you are seeking to register up to 350,000 shares of common stock that
have not yet been issued to the Selling Stockholder and that the shares of Series B
Preferred Stock issuable upon exercise of the warrant will automatically convert into
shares of common stock based on the lowest daily volume weighted average price of
your common stock over a period beginning on the trading day "after" you deliver the
shares of common stock upon such conversion to the Selling Stockholder.  Please
provide us with a detailed analysis explaining why it is appropriate to register the
resale of these shares at this time, including whether the provisions of Section 4(e) of
the Certificate of Designations protect the Selling Stockholder from being truly at
market risk. In your analysis, please consider the Commission’s guidance set forth in
Question 139.11 of the Securities Act Sections Compliance and Disclosure
Interpretations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Anuja Majmudar at 202-551-3844 or Karina Dorin at 202-551-3763
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Kate L. Bechen

CORRESP
1
filename1.htm

10845
Griffith Peak Dr., Suite 200

Las
Vegas, Nevada 89135

October
21, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy and Transportation

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jet
                                            AI, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-279385

Ladies
and Gentleman:

On
October 21, 2024 the undersigned registrant requested the above-captioned Registration Statement on Form S-1 be accelerated so that
the same will become effective at 1:00 p.m. Eastern Time on October 24, 2024, or as soon thereafter as practicable. The undersigned
hereby withdraws that acceleration request.

Very
truly yours,

    JET.AI
    INC.

    By:
    /s/
    George Murnane

    Name:
    George
    Murnane

    Title:
    Interim
    Chief Financial Officer

    cc:
    Kate
    Bechen, Esq.

    Louis
    D. Kern, Esq.

CORRESP
1
filename1.htm

10845
Griffith Peak Dr., Suite 200

Las
Vegas, Nevada 89135

October
21, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy and Transportation

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jet
                                            AI, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-279385

Ladies
and Gentleman:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-1 be accelerated so that
the same will become effective at 1:00 p.m. Eastern Time on October 23, 2024, or as soon thereafter as practicable.

We
understand that the staff of the Securities and Exchange Commission will consider this request as confirmation by JetAI Inc. that it
is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

Very
truly yours,

    JET.AI
    INC.

    By:
    /s/
    George Murnane

    Name:
    George
    Murnane

    Title:
    Interim
    Chief Financial Officer

    cc:
    Kate
    Bechen, Esq.

    Louis
    D. Kern, Esq.

CORRESP
1
filename1.htm

10845
Griffith Peak Dr., Suite 200

Las
Vegas, Nevada 89135

October
21, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy and Transportation

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jet
                                            AI, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-279385

Ladies
and Gentleman:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effectiveness of the above-captioned
Registration Statement on Form S-1 be accelerated so that the same will become effective at 1:00 p.m. Eastern Time on October 24, 2024,
or as soon thereafter as practicable.

We
understand that the staff of the Securities and Exchange Commission will consider this request as confirmation by JetAI Inc. that it
is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

Very
truly yours,

  JET.AI
INC.

  By:
  /s/
  George Murnane

  Name:
  George Murnane

  Title:
  Interim Chief Financial Officer

    cc:
    Kate
    Bechen, Esq.

    Louis
    D. Kern, Esq.

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

    October
    10, 2024

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    Office
    of Energy & Transportation

    100
    F Street, N.E.

    Washington,
    D.C. 20549

    Attention:
    Cheryl Brown and Liz Packebusch

    Re:
    Jet.AI
    Inc.

    Amendment
    No. 3 to Registration Statement on Form S-1

    Filed
    September 26, 2024

    File
    No. 333-279385

Dear
Ms. Brown and Ms. Packebusch:

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 October 9, 2024 (the
“Comment Letter”), with respect to the Company’s Amendment No. 3 (“Amendment No. 3”) to its
Registration Statement on Form S-1 (the “Registration Statement”), filed with the SEC on September 26, 2024. The Company
is concurrently submitting a fourth amendment to the Registration Statement (“Amendment No. 4”), 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. 4.

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

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

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

October
10, 2024

Page
2

Amendment
No. 3 to Registration Statement on Form S-1 filed September 26, 2024

The
Selling Stockholder Transaction, page 5

    1.
    We
    note your response to prior comment one and your disclosure here that each share of Series B Preferred Stock converts into a number
    of shares of your Common Stock, subject to certain limitations, including a beneficial ownership limitation of 4.99% (calculated
    in accordance with the rules promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (“Exchange
    Act”)), which can be adjusted to a beneficial ownership limitation of 9.99% upon 61 days prior written notice by the Selling
    Stockholder. Please revise your disclosure to clearly state, if true, that the beneficial ownership limitation does not prevent the
    Selling Stockholder from selling some of its holdings and then receiving additional shares; and that, in this way, the Selling Stockholder
    could sell more than the beneficial ownership limitation while never holding more than this limit.

Response:
In response the Staff’s comments, the Company has revised its disclosures on pages 5, 35, 46 and 100 of Amendment No. 4.

*     *     *

Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 4. 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.

October 9, 2024
Michael Winston
Interim Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr.
Suite 200
Las Vegas, NV 89135
Re:Jet.AI Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed September 26, 2024
File No. 333-279385
Dear Michael Winston:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 13, 2024
letter.
Amendment No. 3 to Registration Statement on Form S-1 filed September 26, 2024
The Selling Stockholder Transaction, page 5
We note your response to prior comment one and your disclosure here that each share
of Series B Preferred Stock converts into a number of shares of your Common Stock,
subject to certain limitations, including a beneficial ownership limitation of 4.99%
(calculated in accordance with the rules promulgated under Section 13(d) of the
Securities Exchange Act of 1934, as amended (“Exchange Act”)), which can be
adjusted to a beneficial ownership limitation of 9.99% upon 61 days prior written
notice by the Selling Stockholder. Please revise your disclosure to clearly state, if true,
that the beneficial ownership limitation does not prevent the Selling Stockholder from 1.

October 9, 2024
Page 2
selling some of its holdings and then receiving additional shares; and that, in this way,
the Selling Stockholder could sell more than the beneficial ownership limitation while
never holding more than this limit.
            Please contact Cheryl Brown at 202-551-3905 or Liz Packebusch at 202-551-8749
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Kate Bechen

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

September
26, 2024

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Cheryl Brown and Liz Packebusch

    Re:
    Jet.AI
    Inc.

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    September 3, 2024

    File
    No. 333-279385

Dear
Ms. Brown and Ms. Packebusch:

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 September 13, 2024
(the “Comment Letter”), with respect to the Company’s Amendment No. 2 (“Amendment No. 2”)
to its Registration Statement on Form S-1 (the “Registration Statement”), filed with the SEC on September 3, 2024.
The Company is concurrently submitting a third amendment to the Registration Statement (“Amendment No. 3”), 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. 3.

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

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

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

September
26, 2024

Page
2

Amendment
No. 2 to Registration Statement on Form S-1

The
Selling Stockholder Transaction

Other
Transaction Documents, page 5

    1.
    Please
    revise to clarify the number of shares that would be issued if the Series B, including the Series B subject to the Ionic Warrant,
    are fully converted and the percentage of common shares that would be held by Ionic. In this regard we note disclosure in your proxy
    statement on Schedule 14A filed August 5, 2024 that if the Investor were to exercise the Ionic Warrant in full (whether at one time
    or from time to time) and convert all of its Series B Preferred Stock into common stock it would result in the Investor being issued
    an aggregate of approximately 39,768,619 shares based on the price of the Company’s common stock as of June 26, 2024, which
    would represent approximately 65% of the Company’s issued and outstanding common stock as of that date.

Response:
 The Certificate of Designations of Series B Convertible Preferred Stock (the “CoD”) expressly prohibits the Company
from effecting any conversion of shares of Series B Preferred Stock, and the Selling Stockholder does not have the right to convert any
of its shares of Series B Preferred Stock, to the extent that after giving effect to such conversion, the Selling Stockholder (together
with its affiliated parties) collectively would beneficially own in excess of 4.99% of the shares of the Common Stock outstanding immediately
after giving effect to the conversion. The CoD provides that any such conversion would be null and void and treated as if never made.
This beneficial ownership limitation, subject to certain conditions, could be adjusted, but only up to 9.99% upon 61 days prior written
notice by the Selling Stockholder, which has not occurred.

 The
Company respectfully advises the Staff that it believes disclosing a hypothetical number of shares that would be issued, or a hypothetical
percentage of shares that would be held, if the Series B Preferred Stock, including the Series B Preferred Stock issuable upon exercise
of the Warrant, is fully converted would be misleading in the Registration Statement and is inconsistent with the governing documents
for the Selling Stockholder Transaction. The SEC has long recognized that conversion caps identical to those in the CoD are legally binding
and deny an investor the ability to acquire more than 4.99% or 9.99%, as the case may be, of the underlying equity securities of the
issuer and affirm that the investor is not, by virtue of its ownership of convertible securities, the beneficial owner of equity securities
in excess of the applicable conversion cap(s). See, e.g. Brief of the Securities and Exchange Commission, Amicus Curiae, in Support
of Appellees on Issues Addressed, Levy ex rel. Immunogen Inc. v. Southbrook Int'l Invs., Ltd., 263 F.3d 10, 14 (2d Cir. 2001).

 The
Registration Statement registers the potential resale by the Selling Stockholder of up to 16,232,232 shares of common stock. The
material terms of the transaction documents, including the CoD, are accurately described in the Registration Statement, including
under the heading “The Selling Stockholder Transaction” in the Prospectus Summary. This disclosure describes the
materials terms of the definitive documents for the Selling Stockholder Transaction, including terms of the Warrant, the conversion
terms of the Series B Preferred Stock and the total number of shares of Common Stock included in the “Required Reserve
Amount” and, thus, includes disclosure regarding the potential dilution that could result from Selling Stockholder
Transaction. The entirety of the CoD and other transaction documents for the Selling Stockholder are filed exhibits to the
Registration Statement. The Registration Statement also includes disclosure regarding the conversion caps in the CoD, and on page 95
of the Registration Statement the Selling Stockholder’s beneficial ownership is disclosed in accordance with SEC rules and
guidance. Adding, speculative disclosure as to the theoretical beneficial ownership of the Selling Stockholder necessitates that the
Company ignore the express terms of the CoD and doing so would be misleading in this Registration Statement, and would not aid an
investor in understanding the underlying terms of the Selling Stockholder Transaction or the purpose of the shares being registered
in this Registration Statement.

 The
Staff’s comment cites disclosure in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on August
5, 2024. However, that disclosure relates directly and specifically to the proposal submitted to the Company’s stockholders in
accordance with Nasdaq Listing Rule 5635(d) that requires a listed company to seek shareholder approval as a condition to issuing common
stock in an amount that, upon issuance, could ultimately result in the issuance of shares in an aggregate amount (whether
issued at one time or from time to time) in excess of 20% of the company’s outstanding shares of common stock, on a pre-transaction
basis, at a price less than the “minimum price.” As such, that same disclosure is not appropriate for this Registration Statement
because the Registration Statement seeks to register the resale of a specific number of shares, and not the total the shares of common
stock that conceivably could be issued to the Selling Stockholder over time or at any point in time.

Plan
of Distribution, page 96

    2.
    We
    note your disclosure on page 96 that your selling securityholders may sell their securities using various methods, including purchases
    by a broker-dealer as a principal and resale by the broker-dealer for its account. Please confirm your understanding that the retention
    by a selling stockholder of an underwriter, or any entity that may act as an underwriter, would constitute a material change to your
    plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of
    Regulation S-K.

Response:
The Company confirms its understanding, consistent with the undertaking required by Item 512(a)(1)(iii) of Regulation S-K, that it
will file a post-effective amendment to include any material information with respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such information, including the retention by a selling stockholder of an underwriter,
if applicable.

    *
    *
    *

Additionally,
as requested by the Staff, the company has revised its disclosures throughout Amendment No. 3 to clarify that the Effectiveness Shares
were issued to Ionic by the Company and are currently issued and outstanding.

Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 3. 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.

September 13, 2024
Michael Winston
Interim Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr.
Suite 200
Las Vegas, NV 89135
Re:Jet.AI Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed September 3, 2024
File No. 333-279385
Dear Michael Winston:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 8, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
The Selling Stockholder Transaction
Other Transaction Documents, page 5
1.Please revise to clarify the number of shares that would be issued if the Series B,
including the Series B subject to the Ionic Warrant, are fully converted and the percentage
of common shares that would be held by Ionic. In this regard we note disclosure in your
proxy statement on Schedule 14A filed August 5, 2024 that if the Investor were to
exercise the Ionic Warrant in full (whether at one time or from time to time) and convert
all of its Series B Preferred Stock into common stock it would result in the Investor being
issued an aggregate of approximately 39,768,619 shares based on the price of the
Company’s common stock as of June 26, 2024, which would represent approximately
65% of the Company’s issued and outstanding common stock as of that date.

September 13, 2024
Page 2
Plan of Distribution, page 96
2.We note your disclosure on page 96 that your selling securityholders may sell their
securities using various methods, including purchases by a broker-dealer as a principal
and resale by the broker-dealer for its account. Please confirm your understanding that the
retention by a selling stockholder of an underwriter, or any entity that may act as an
underwriter, would constitute a material change to your plan of distribution requiring a
post-effective amendment.  Refer to your undertaking provided pursuant to Item
512(a)(1)(iii) of Regulation S-K.
            Please contact Cheryl Brown at 202-551-3905 or Liz Packebusch at 202-551-8749 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Kate Bechen

September 12, 2024
Michael Winston
Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr.
Suite 200
Las Vegas , NV 89135
Re:Jet.AI Inc.
Registration Statement on Form S-1
Filed September 3, 2024
File No. 333-281911
Dear Michael Winston:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cheryl Brown at 202-551-3905 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Peter F. Waltz

CORRESP
1
filename1.htm

10845
Griffith Peak Dr., Suite 200

Las
Vegas, Nevada 89135

September
5, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy and Transportation

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jet
    AI, Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-281578

Ladies
and Gentleman:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effectiveness of the above-captioned
Registration Statement on Form S-3 be accelerated so that the same will become effective at 4:30 p.m. Eastern Time on September 9,
2024, or as soon thereafter as practicable.

We
understand that the staff of the Securities and Exchange Commission will consider this request as confirmation by JetAI Inc. that it
is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

Very
truly yours,

    JET.AI,
    INC.

    By:

    /s/
    George Murnane

    Name:

    George
    Murnane

    Title:

    Interim
    Chief Financial Officer

    cc:
    Kate
    Bechen, Esq.

    Peter
    F. Waltz, Esq.

CORRESP
1
filename1.htm

    Dykema
                                            Gossett PLLC

    111
    E. Kilbourn Ave.

    Suite
    1050

    Milwaukee,
    WI 53202

    www.dykema.com

    Tel:
    414-488-7300

August
30, 2024

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    Office
    of Energy & Transportation

    100
    F Street, N.E.

    Washington,
    D.C. 20549

    Attention:
    Cheryl Brown and Liz Packebusch

 Re: Jet.AI
                                            Inc.

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

    Filed
                                            June 20, 2024

    File
                                            No. 333-279385

Dear
Ms. Brown and Ms. Packebusch:

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 8, 2024 (the
“Comment Letter”), with respect to the Company’s Amendment No. 1 (“Amendment No. 1”) to its
Registration Statement on Form S-1 (the “Registration Statement”), filed with the SEC on June 20, 2024. 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 Registration Statement on Form S-1 filed June 20, 2024

General

1. We
                                            note you are attempting to register the Filing Default Shares and Effectiveness Default Shares
                                            for resale. However, it is not clear from your disclosure or the Registration Rights Agreement
                                            at Exhibit 10.32 that such shares have been issued and are outstanding or deemed to be outstanding.
                                            Please revise your prospectus to clarify whether all of the securities to be registered for
                                            resale are outstanding. If they are not outstanding, or deemed to be outstanding, provide
                                            your basis for registering the resale of such securities at this time.

Response:
In Amendment No. 2 the Company removed the “Filing Default Shares” from the Registration Statement because
the Company filed the Registration Statement by the Filing Deadline and is not obligated to issue the “Filing Default Shares.”
The Company respectfully advises the Staff that, because the Registration Statement was not declared effective by the Effectiveness
Deadline, the Company is obligated to pay the Selling Stockholder the Effectiveness Fee, in cash or Effectiveness Shares, at the
option of the Company. The Company has elected to issue the Effectiveness Shares in lieu of a cash payment and such shares will be
issued to the Selling Stockholder on or about September 3, 2024. Thus, the Effectiveness Shares are deemed to be outstanding by the
Company.

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

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

August
30, 2024

Page
2

2. We
                                            note that the issuance of the 11,750,000 shares of Common Stock underlying the Series B Preferred
                                            Stock and the Ionic Warrant is subject to stockholder approval. Please confirm your understanding
                                            that we will not be in a position to declare your registration statement effective until
                                            we have completed our review of your related proxy statement on Schedule 14A, filed April
                                            22, 2024, File No. 001-40725, and until you have received the requisite stockholder approval.

Response:
The Company respectfully advises the Staff that the review of the proxy statement has been completed and that the Company filed the
definitive proxy statement with the SEC on August 5, 2024 (the “Proxy Statement”). The Company’s 2024 annual
stockholder meeting is scheduled for September 24, 2024 (the “Meeting”). One of the proposals being submitted
to the stockholders at the Meeting relates to the Selling Stockholder Transaction, however, the Company is not obligated
to seek, and is not seeking, stockholder approval for the Selling Stockholder Transaction as a whole nor is it seeking stockholder
approval before it may issue any portion of the 11,750,000 shares of Common Stock underlying the shares of Series
B Preferred Stock and the Warrant identified in the Registration Statement. Instead, under the Securities Purchase Agreement between
the Company and the Selling Stockholder dated March 28, 2024, the Company is obligated to seek stockholder approval with respect
to certain matters required by the Nasdaq rules. In addition, the Certificate of Designations of the Series B Preferred
Stock prohibits the Company from issuing shares of Common Stock upon the conversion of shares of Series B Preferred Stock in an
amount exceeding 19.99% of the total number of shares of Common Stock outstanding on March 28, 2024 (the “Exchange
Limitation”), unless the Company elects to seek and actually receives stockholder approval for such issuances.

The
applicable proposal described in the Proxy Statement, which is being submitted to the stockholders for approval, relates to the removal
of the Exchange Limitation in compliance with the governing documents for the Selling Stockholder Transaction and the Series B
Preferred Stock and Nasdaq rules. Nothing in these governing documents or the Nasdaq rules currently prohibit the Selling Stockholder
from being issued shares of Common Stock upon conversions of the Series B Preferred Stock in an amount equal to up
to 19.99% of the Company’s issued and outstanding Common Stock as of March 28, 2024. Under the Securities Purchase
Agreement, the Company became obligated to issue to the Selling Stockholder all of the securities identified in that agreement and related
transaction documents (including all of the shares of Common Stock being registered under the Registration Statement), however, only
unless and until stockholder approval is obtained to remove the Exchange Limitation, the Company cannot issue to the Selling Stockholder
an aggregate number of shares of Common Stock upon one or more conversions of the Series B Preferred Stock in an amount in excess of
the Exchange Limitation. Proposal 4 in the Proxy Statement, as described in pages 39 through 41 of the Proxy Statement, describes
the proposal and the reasons it is being submitted to the stockholders for approval as being to remove the “Exchange Limitation,”
and not for the Selling Stockholder Transaction as a whole and not as a condition to any shares of Common Stock being issued
to the Selling Stockholder upon conversions of shares of Series B Preferred Stock or otherwise. For example, page 41 of the
Proxy Statement provides:

Because
the conversion price for the shares of common stock issuable upon conversion of the Series B Preferred Stock may be less than the Minimum
Price as of the date of the Securities Purchase Agreement, and the conversion of the Series B Preferred Stock may result in the issuance
of common stock in excess of 19.99% of our outstanding shares of common stock at less than such Minimum Price and could potentially result
in a change of control, we are seeking stockholder approval to remove the Exchange Limitation pursuant to Nasdaq Listing Rule
5635(d) and Nasdaq Listing Rule 5635(b)1.

The
sole limitation on the issuance of shares of Common Stock upon conversions of the Series B Preferred Stock in an amount in excess of
the 19.99% Exchange Limitation is the Company obtaining approval at the stockholders at the Meeting.
Therefore, the Registration Statement for the registration of all 11,750,000 shares of Common Stock can be declared effective
prior to the Meeting, and prior to stockholder approval of Proposal 4 as described in the Proxy Statement. Assuming the Registration
Statement is declared effective prior to September 24, 2024, the Exchange Limitation would remain in effect until stockholder approval
is received, however, in accordance with the terms of the governing documents for the Selling Stockholder Transition, the Selling
Stockholder could exercise the Warrant and convert shares of Series B Preferred Stock into shares of Common Stock in a total
amount up to the Exchange Limitation.

*
* *

1
Although reference was made to Nasdaq Listing Rule 5635(b) in the Proxy Statement the Company does not believe the Selling Stockholder
Transaction did, or could be deemed to, constitute a “change of control” as that term is used in the Nasdaq Rules. The Selling
Stockholder does exercise control over the Company. Moreover, the transaction documents for the Selling Stockholder Transaction prohibit
the Company from effecting any conversion of shares of Series B Preferred Stock, and the Selling Stockholder does not have the right
to convert any of its shares of Series B Preferred Stock, and any such conversion would be null and void and treated as if never made,
to the extent that after giving effect to such conversion, the Selling Stockholder (together with its affiliated parties) collectively
would beneficially own in excess of 4.99% of the shares of the Common Stock outstanding immediately after giving effect
to such conversion. This beneficial ownership limitation, subject to certain conditions, could be adjusted to up to 9.99% upon 61 days
prior written notice by the Selling Stockholder.

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

August
30, 2024

Page
3

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.

August 23, 2024
Michael Winston
Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr.
Suite 200
Las Vegas, NV 89135
Re:Jet.AI Inc.
Registration Statement on Form S-3
Filed August 15, 2024
File No. 333-281578
Dear Michael Winston:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cheryl Brown at 202-551-3905 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Kate Bechen

August 1, 2024
Michael Winston
Interim Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr.
Suite 200
Las Vegas, NV 89135
Re:Jet.AI Inc.
Preliminary Proxy Statement on Schedule 14A
Filed April 22, 2024
File No. 001-40725
Dear Michael Winston:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Peter Waltz

CORRESP
1
filename1.htm

    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.

July 8, 2024
Michael Winston
Interim Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr.
Suite 200
Las Vegas, NV 89135
Re:Jet.AI Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 20, 2024
File No. 333-279385
Dear Michael Winston:
            We have conducted a limited review of your registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed June 20, 2024
General
1.We note you are attempting to register the Filing Default Shares and Effectiveness
Default Shares for resale. However, it is not clear from your disclosure or the Registration
Rights Agreement at Exhibit 10.32 that such shares have been issued and are outstanding
or deemed to be outstanding. Please revise your prospectus to clarify whether all of the
securities to be registered for resale are outstanding. If they are not outstanding, or
deemed to be outstanding, provide your basis for registering the resale of such securities
at this time.

July 8, 2024
Page 2
2.We note that the issuance of the 11,750,000 shares of Common Stock underlying
the Series B Preferred Stock and the Ionic Warrant is subject to stockholder
approval. Please confirm your understanding that we will not be in a position to declare
your registration statement effective until we have completed our review of your related
proxy statement on Schedule 14A, filed April 22, 2024, File No. 001-40725, and until you
have received the requisite stockholder approval.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Cheryl Brown, Staff Attorney, at 202-551-3905 or Liz Packebusch, Staff
Attorney, at 202-551-8749 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Kate Bechen

July 5, 2024
Michael Winston
Interim Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr.
Suite 200
Las Vegas, NV 89135
Re:Jet.AI Inc.
Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A
Filed June 13, 2024
File No. 001-40725
Dear Michael Winston:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Revised Proxy Statement dated June 13, 2024
Proposal 4 - The Ionic NASDAQ Proposal, page 39
1.We note your revised disclosure in response to prior comment 1. However, it is unclear
whether the failure to issue shares or pay consideration upon receipt of a notice of
exercise of the Ionic Warrant would result in a penalty.  In this regard, we note that the
final sentence of the fifth paragraph of this section appears to indicate that acceptance of a
notice of exercise is optional. Please revise to clarify. To the extent there are penalty
provisions, please clarify the timing, amount, and significance to you of such penalties.
2.Also, please reconcile your disclosures in this section with your disclosures regarding the
Ionic warrant in your Form S-1 filed on June 28, 2024. For example, clarify the number of
common shares that would be authorized if you receive shareholder approval and provide
expanded detail regarding how you intend to allocate the newly authorized shares to
satisfy the required reserve amount.

July 5, 2024
Page 2
Proposal 5 - The Maxim NASDAQ Proposal, page 42
3.Please revise to clarify the reasons that the settlement agreement was entered into on
August 10, 2023.  Also, please file the settlement agreement amendment and the
amendment to the certificate of designation.
4.We note your disclosure that if the proposal is not approved, the company would be
obligated to ultimately redeem the Series A held by Maxim for cash consideration. Please
quantify the amount of cash consideration and how it would be calculated and clarify the
timing and significance of such payment. Also, please clearly disclose any penalty
provisions.
General
5.Please update your disclosure regarding the status of delisting.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Michael Purcell at 202-551-5351 or Daniel Morris at 202-551-3314 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Peter Waltz

United States securities and exchange commission logo
June 7, 2024
Michael Winston
Interim Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr.
Suite 200
Las Vegas, NV 89135
Re:Jet.AI Inc.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Filed May 29, 2024
File No. 001-40725
Dear Michael Winston:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, references to prior comments are to our May 28, 2024 comment letter.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Proposal 4 - The NASDAQ Proposal, page 39
1.Please revise to clarify whether the company may incur a penalty if Proposal 5 is not
approved and there are insufficient shares authorized to fully convert. If there are
circumstances under which penalties would be imposed, please revise to describe the
circumstances and associated penalties.
2.Refer to the third full paragraph on page 40. Please clarify the basis for your statement
that it is highly unlikely that the Investor will exercise the Ionic Warrant to the extent that
it is unable to convert the underlying shares. In this regard, we note your disclosure that
you do not currently have a sufficient number of authorized common stock to facilitate
conversion of the Series B Preferred Stock.

 FirstName LastNameMichael Winston
 Comapany NameJet.AI Inc.
 June 7, 2024 Page 2
 FirstName LastName
Michael Winston
Jet.AI Inc.
June 7, 2024
Page 2
Reasons for the Increase in Authorized Shares, page 43
3.We note the revised disclosure under Proposal 4. Please provide corresponding disclosure
regarding the need to increase the authorized shares of common stock in order to convert
the Series B and describe applicable penalties, if any, if Proposal 5 is not approved.
Proposal 6 - Approval of the Reverse Stock Split, page 45
4.We note on the cover page you provide that the proposed reverse stock split would have a
ratio of not less than one-for-two and not more than one-for-one hundred. However, under
the Proposal on page 45 you state the ratio will be not less than one-for-five and not more
than one-for-one hundred. Please revise your disclosure to clarify the minimum share ratio
of the proposed reverse stock split.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Michael Purcell at 202-551-5351 or Daniel Morris at 202-551-3314 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Peter Waltz

United States securities and exchange commission logo
May 28, 2024
Michael Winston
Interim Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr.
Suite 200
Las Vegas, NV 89135
Re:Jet.AI Inc.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed May 14, 2024
File No. 001-40725
Dear Michael Winston:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, references to prior comments are to our May 10, 2024 comment letter.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Proposal 4 - The NASDAQ PROPOSAL, page 39
1.Please revise to clarify the number of shares that would be issued if the Series B,
including the Series B subject to the Ionic Warrant, are fully converted and the percentage
of common shares that would be held by Ionic. In this regard, please also revise to clarify
whether you have sufficient common stock currently authorized and, if not, the
consequence if your proposal to increase the authorized shares is not approved.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameMichael Winston
 Comapany NameJet.AI Inc.
 May 28, 2024 Page 2
 FirstName LastName
Michael Winston
Jet.AI Inc.
May 28, 2024
Page 2
            Please contact Michael Purcell at 202-551-5351 or Daniel Morris at 202-551-3314 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Peter Waltz

United States securities and exchange commission logo
May 20, 2024
Michael Winston
Interim Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr.
Suite 200
Las Vegas, NV 89135
Re:Jet.AI Inc.
Registration Statement on Form S-1
Filed May 13, 2024
File No. 333-279385
Dear Michael Winston:
            Our initial review of your registration statement indicates that it fails in material respects
to comply with the requirements of the Securities Act of 1933, the rules and regulations
thereunder and the requirements of the form.
            More specifically, we note that Jet.AI Inc. has not provided an audit report and audit
consent related to the financial statements covering its fiscal year-end of December 31, 2022.
Please file an amendment that contains an audit report and audit consent related to the financial
statements as of and for the year ended December 31, 2022 signed by a qualified, independent
accountant that is permitted to appear and practice before the Commission.
            We will provide more detailed comments relating to your registration statement
following our review of a substantive amendment that addresses these deficiencies.
             Please contact Cheryl Brown, Staff Attorney, at 202-551-3905 or Liz Packebusch, Staff
Attorney, at 202-551-8749 with any questions.

Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Kate Bechen

United States securities and exchange commission logo
May 10, 2024
Michael Winston
Interim Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr.
Suite 200
Las Vegas, NV 89135
Re:Jet.AI Inc.
Preliminary Proxy on Schedule 14A
Filed April 22, 2024
File No. 001-40725
Dear Michael Winston:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy on Schedule 14A
Proposal 4 - Approval of the Issuance of Securities, page 39
1.You include under this proposal that pursuant to Nasdaq Listing Rule 5635(d),
stockholder approval is required prior to the issuance of securities in connection with a
transaction other than a public offering involving the sale, issuance or potential issuance
of common stock equal to 20% or more of the common stock. Please clarify whether the
shareholder vote would authorize issuance of Series B Preferred Stock shares that would
be greater than 19.9% of the total number of shares of common stock outstanding, and, if
so, discuss the consequences of shareholder approval.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameMichael Winston
 Comapany NameJet.AI Inc.
 May 10, 2024 Page 2
 FirstName LastName
Michael Winston
Jet.AI Inc.
May 10, 2024
Page 2
            Please contact Michael Purcell at 202-551-5351 or Daniel Morris at 202-551-3314 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jeanne Campanelli

CORRESP
1
filename1.htm

December
20, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Daniel Morris and Irene Barberena-Meissner

    Re:
    Jet.AI
    Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-274432

Ladies
and Gentleman:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, on behalf of Jet.AI Inc., I hereby request that the effectiveness of the above-captioned
Registration Statement on Form S-1 be accelerated so that the same will become effective at 4:00 p.m. Eastern Time on December 21, 2023,
or as soon thereafter as practicable.

    Very
    truly yours,

    JET.AI
    INC.

    By:
    /s/
    Michael Winston

    Name:
    Michael
    Winston

    Title:
    Executive
    Chairman and Interim Chief Executive Officer

    cc:
    Heidi
    Mortensen, CrowdCheck Law LLP

    Jeanne
    Campanelli, CrowdCheck Law LLP

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.

United States securities and exchange commission logo
December 15, 2023
Mike Winston
Executive Chairman and Interim Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr.
Suite 200
Las Vegas, Nevada 89135
Re:Jet.AI Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed November 30, 2023
File No. 333-274432
Dear Mike Winston:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
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.

 FirstName LastNameMike Winston
 Comapany NameJet.AI Inc.
 December 15, 2023 Page 2
 FirstName LastName
Mike Winston
Jet.AI Inc.
December 15, 2023
Page 2
            Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 or Daniel
Morris, Legal Branch Chief, at 202-551-3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jeanne Campanelli, Esq.

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.

United States securities and exchange commission logo
November 14, 2023
Mike Winston
Executive Chairman and Interim Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr.
Suite 200
Las Vegas, Nevada 89135
Re:Jet.AI Inc.
Amendment No 1. to Registration Statement on Form S-1
Filed October 27, 2023
File No. 333-274432
Dear Mike Winston:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 5, 2023 letter.
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.
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.

 FirstName LastNameMike Winston
 Comapany NameJet.AI Inc.
 November 14, 2023 Page 2
 FirstName LastName
Mike Winston
Jet.AI Inc.
November 14, 2023
Page 2
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.
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.
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.
            Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 or Daniel
Morris, Legal Branch Chief, at 202-551-3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jeanne Campanelli, Esq.

CORRESP
1
filename1.htm

October
27, 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.

    Registration
    Statement on Form S-1

    Filed
    September 8, 2023

    File
    No. 333-274432

Dear
Mr. Morris:

We
acknowledge receipt of the comments in your letter dated October 5, 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 October 5, 2023.

As
requested by the Staff, the Company has checked the description of the shares being sold by the selling stockholders and checked the
calculation of fees in the Registration Statement and believes that the fee table as filed was correct.

In
light of the change in the market prices of the Company’s securities, the Company has added additional shares to be registered
under the Registration Statement to meet its potential obligations under the GEM Share Purchase Agreement, including the possibility
of paying the commitment fee in shares in lieu of cash, and has added additional shares and warrants per request from other securityholders
that have registration rights. As a result, the Registration Statement now relates to sales of 43,819,408 shares of Common Stock as follows:

    ●
    24,390,627
    shares of Common Stock representing shares that have either been issued or are issuable as follows:

    ○
    385,000
    shares issued and outstanding to Maxim,

    ○
    112,700
    shares issuable to Maxim upon conversion of Series A Preferred,

    ○
    12,300
    shares issuable to Maxim in the event the Company declares and issues a PIK dividend on the Series A Preferred Shares,

    ○
    548,127
    shares issued to Meteora,

    ○
    400,000
    shares issuable to GEM at the Company’s option in lieu of a commitment fee pursuant to the Share Purchase Agreement,

    ○
    20,000,000
    shares issuable to GEM in exchange for drawdowns pursuant to the Share Purchase Agreement,

    ○
    57,500
    shares issuable upon conversion of the Series A-1 Preferred Shares,

    ○
    2,875,000
    shares held by the Sponsor, pursuant to the Sponsor’s registration rights,

    ●
    19,428,781
    shares issuable upon exercise of the following warrants

    ○
    11,489,334
    shares underlying the JTAIW Warrants,

    ○
    2,179,447
    shares underlying the GEM Warrant, and

    ○
    5,760,000
    shares underlying the private warrants held by the Sponsor and Maxim, which warrants are exercisable.

Registration
Statement on Form S-1 filed September 8, 2023

Cover
Page

    1.
    For
    each of the shares being registered for resale, disclose the price that the selling stockholders paid for the shares or the securities
    overlying such shares.

The
Company has revised the cover page of the prospectus to highlight the prices at which the selling stockholders acquired, or will acquire,
their shares of Common Stock or the securities overlying such shares. We note that the price to be paid by GEM pursuant to the Share
Purchase Agreement between the Company and GEM is not definitive at this time and, as a result, we have instead disclosed that such price
will be equal to 90% of the average daily closing price during the applicable 30-day drawdown pricing period.

    2.
    Disclose
    the exercise price(s) of the warrants compared to the market price of the underlying shares. If the warrants are out the money, please
    disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the Prospectus Summary,
    Risk Factors, MD&A and Use of Proceeds section and disclose that cash proceeds associated with the exercises of the warrants
    are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of
    the Company to fund your operations on a prospective basis with your current cash on hand.

The
Company has revised the disclosure as requested by the Staff.

    3.

    We
    note the significant number of redemptions of your common stock in connection with your Extension Amendment Proposal and that the
    shares being registered for resale will constitute a considerable percentage of your public float. Please revise your disclosure
    here to include the total number of redemptions of Oxbridge shares in connection with the consummation of your business combination.
    Highlight the significant negative impact sales of shares on this registration statement could have on the public trading price of
    the Company’s common stock.

The
Company has revised the disclosure to include the number of redemptions requested in November 2022 and August 2023 and has highlighted
the significant negative impact sales pursuant to the Registration Statement may have on the public trading price.

    2

Prospectus
Summary

Forward
Purchase Agreement, page 10

    4.
    We
    note your disclosures on pages 10-12 regarding the Forward Purchase Agreement and the FPA Funding Amount PIPE Subscription Agreements.
    Please revise to explain the purpose for entering into these agreements and the inter-relationship between them. In this regard,
    we refer to the disclosures on page 11 indicating that the Company paid the Prepayment Amount required under the Forward Purchase
    Agreement directly from the Trust Account to the PIPE/FPA investors in order to fund the PIPE investments. Please disclose the Prepayment
    Amount paid by the Company to the PIPE/FPA investors and the net proceeds to the Company from this arrangement. Also, discuss here,
    and add risk factor disclosure, as appropriate, to address risks associated with these arrangements. Lastly, please revise to indicate
    whether Oxbridge, Jet Token, the Company, or their directors, officers, advisors or respective affiliates had material relationships
    with the PIPE/FPA investors at the time the PIPE and FPA agreements were negotiated. We may have additional comments.

The
Company has revised the disclosure as requested by the Staff. The Company respectfully advises the Staff that none of Oxbridge, Jet Token,
the Company, or their directors, officers, advisors or respective affiliates had material relationships with the Meteora entities and
therefore the Company has not added any disclosure to the prospectus.

Risk
Factors

Risks
Relating to Ownership of Jet.AI Common Stock, page 25

    5.

    Include
    an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could
    have on the public trading price of the Company’s common stock. To illustrate this risk, disclose the purchase price of the
    shares being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding.
    Also disclose that even though the current trading price is significantly below the SPAC IPO price, the private investors have an
    incentive to sell because they will still profit on sales because of the lower price that they purchased their shares than the public
    investors.

The
Company has revised the disclosure to include a risk factor regarding the negative pressure potential sales of shares pursuant to the
Registration Statement and the sale of shares by private investors, once the lock-up agreements covering such shares are no longer in
effect, could have on the public trading price of the Common Stock. The Company respectfully advises the Staff that it does not yet know
the price at which GEM will acquire shares under the Share Purchase Agreement.

    3

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 43

    6.

    We
    note that the projected revenues for 2023 were $33.9 million, as set forth in the unaudited prospective financial information management
    prepared and provided to the Board, the Company’s financial advisors and the SPAC in connection with the evaluation of the
    Business Combination. We also note that your actual revenues for the six months ended June 30, 2023 was approximately $4.7 million.
    It appears that you will miss your 2023 revenue projections. Please update your disclosure in Liquidity and Capital Resources, and
    elsewhere, to provide updated information about the Company’s financial position and further risks to the business operations
    and liquidity in light of these circumstances.

The
Company has revised the disclosure as requested by the Staff.

Overview,
page 43

    7.

    In
    light of the significant number of redemptions and the unlikelihood that the Company will receive significant proceeds from exercises
    of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the Company’s
    common stock, expand your discussion of capital resources to address any changes in the Company’s liquidity position since
    the Business Combination. If the Company is likely to have to seek additional capital, discuss the effect of this offering on the
    company’s ability to raise additional capital.

The
Company has revised the disclosure as requested by the Staff.

    8.

    Please
    expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares
    for resale and discuss how such sales could impact the market price of the Company’s common stock. Your discussion should highlight
    the fact that your institutional investors, who currently beneficial own over 35.6% of your outstanding shares, will be able to sell
    all of their shares for so long as the registration statement of which this prospectus forms a part is available for use.

The
Company has revised the disclosure as requested by the Staff.

General

    9.

    Revise
    your prospectus to disclose the price that each selling stockholder paid for the shares being registered for resale. Highlight any
    differences in the current trading price, the prices that the selling stockholders acquired their shares and warrants, and the price
    that the public stockholders acquired their shares and warrants. Disclose that while the selling stockholders may experience a positive
    rate of return based on the current trading price, the public stockholders may not experience a similar rate of return on the securities
    they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit
    the selling stockholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

The
Company has revised the disclosure as requested by the Staff.

    4

    10.

    We
    note that you are registering the primary issuance and the resale of such shares under your Share Purchase Agreement with GEM as
    an indirect primary offering. Please provide us with your analysis as to why you believe you are able to register the primary issuance
    of these shares. Refer to Securities Act C&DI 139.13.

The
Company has revised the disclosure throughout to indicate that only the resale of shares by GEM are being registered. The Company intends
to issue shares in the primary offering under the Share Purchase Agreement pursuant to Section 4(a)(2) of the Securities Act.

    11.
    We
    note that GEM, a selling stockholder, is the equity line investor under your Share Purchase Agreement dated as of August 4, 2022.
    Please revise to indicate that GEM is an underwriter. Refer to Securities Act C&DI 139.13.

The
Company has revised the prospectus to indicate that GEM may be deemed to be an underwriter within the meaning of Section 2(a)(11) of
the Securities Act.

    12.
    Please revise your prospectus to provide
the following disclosures with respect to your Share Purchase Agreement with GEM:

    ●
    the
    material risks of an investment in the Company and in the offering, including:

    ○
    the
    possibility that the Company may not have access to the full amount available to it under the equity line; and

    ○
    whether
    GEM can engage in short-selling activities and, if so, how any sale activities after announcement of a put may negatively affect
    the Company’s share price.

    ●
    the
    material market activities of the GEM, including:

    ○
    any
    short selling of the Company’s securities or other hedging activities that the GEM may or has engaged in, including prior to
    entering into the agreement and prior to the receipt of any shares pursuant to the terms of the agreement; and

    ○
    how
    GEM intends to distribute the securities it owns or will acquire.

    ●
    how
    the provisions of Regulation M may prohibit GEM and any other distribution participants that are participating in the distribution
    of the Company’s securities from:

    ○
    engaging
    in market making activities (e.g., placing bids or making purchases to stabilize the price of the common stock) while the equity
    line is in effect; and

    ○
    purchasing
    shares in the open market while the equity line is in effect.

The
Company respectfully advises the Staff that pursuant to Section 4.10 of the Share Purchase Agreement, GEM has agreed that neither GEM
nor its affiliates will, directly or indirectly, sell any securities of the Company except those shares that it owns or has the right
to purchase pursuant to the agreement. GEM further agreed that neither it nor its affiliates will, directly or indirectly, engage in
short sales, whether or not against the box, establish any “put equivalent position” with respect to the Company’s
shares, borrow or pre-borrow any shares of the Company, or grant any other right (including, without limitation, any put or call option)
with respect to the Company’s shares. As a result, the Company has not included a risk factor discussing the possible impact of
such activities by GEM. GEM has agreed in the Share Purchase Agreement that it will comply with Regulation M and Rule 10b-5, among other
requirements of the Securities Act and the Exchange Act.

    5

The
Company has revised the disclosure as requested by the Staff to address the possibility that the Company may not have access to the full
amount of the equity line and to disclose the contractual provisions applicable to GEM with respect to market activities.

    13.

    We
    note that you are seeking to register the primary issuance of the shares underlying the GEM warrant and shares underlying Series
    A Preferred Shares. Please provide your analysis as to why you believe you are eligible to register the primary issuance of the underlying
    common shares as the overlying securities appear to have been offered privately. Alternatively, please revise your registration fee
    table and prospectus to indicate that the registration statement does not cover the offer and sale of these underlying securities.
    For guidance, refer to Securities Act Sections C&DIs 103.04, 134.02 and 239.15..”

The
Company has revised the disclosure to clarify that the primary issuance of shares underlying the GEM warrant is not being registered
and only the resale by GEM is being registered. Likewise, the Company has revised the disclosure to make clear that only the resale of
the Common Stock underlying the Series A Preferred is being registered pursuant to the Registration Statement.

    14.

    We
    note you have issued 270,000 shares of common stock to Maxim to settle your payment obligations under the underwriting agreement
    dated August 11, 2021, and that up to 125,000 shares of common stock are issuable to Max

United States securities and exchange commission logo
October 5, 2023
Mike Winston
Executive Chairman and Interim Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr.
Suite 200
Las Vegas, Nevada 89135
Re:Jet.AI Inc.
Registration Statement on Form S-1
Filed September 8, 2023
File No. 333-274432
Dear Mike Winston:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed September 8, 2023
Cover Page
1.For each of the shares being registered for resale, disclose the price that the selling
stockholders paid for the shares or the securities overlying such shares.
2.Disclose the exercise price(s) of the warrants compared to the market price of the
underlying shares.  If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants.  Provide similar disclosure in the
Prospectus Summary, Risk Factors, MD&A and Use of Proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price.  As applicable, describe the impact on your liquidity and update the discussion on
the ability of the Company to fund your operations on a prospective basis with your
current cash on hand.

 FirstName LastNameMike Winston
 Comapany NameJet.AI Inc.
 October 5, 2023 Page 2
 FirstName LastNameMike Winston
Jet.AI Inc.
October 5, 2023
Page 2
3.We note the significant number of redemptions of your common stock in connection with
your Extension Amendment Proposal and that the shares being registered for resale will
constitute a considerable percentage of your public float.  Please revise your disclosure
here to include the total number of redemptions of Oxbridge shares in connection with the
consummation of your business combination.  Highlight the significant negative impact
sales of shares on this registration statement could have on the public trading price of the
Company's common stock.
Prospectus Summary
Forward Purchase Agreement, page 10
4.We note your disclosures on pages 10-12 regarding the Forward Purchase Agreement and
the FPA Funding Amount PIPE Subscription Agreements.  Please revise to explain the
purpose for entering into these agreements and the inter-relationship between them.  In
this regard, we refer to the disclosures on page 11 indicating that the Company paid the
Prepayment Amount required under the Forward Purchase Agreement directly from the
Trust Account to the PIPE/FPA investors in order to fund the PIPE investments.  Please
disclose the Prepayment Amount paid by the Company to the PIPE/FPA investors and the
net proceeds to the Company from this arrangement.  Also, discuss here, and add risk
factor disclosure, as appropriate, to address risks associated with these arrangements.
Lastly, please revise to indicate whether Oxbridge, Jet Token, the Company, or their
directors, officers, advisors or respective affiliates had material relationships with the
PIPE/FPA investors at the time the PIPE and FPA agreements were negotiated.  We may
have additional comments.
Risk Factors
Risks Relating to Ownership of Jet.AI Common Stock, page 25
5.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Company's common stock.  To illustrate this risk, disclose the purchase price of the
shares being registered for resale and the percentage that these shares currently represent
of the total number of shares outstanding.  Also disclose that even though the current
trading price is significantly below the SPAC IPO price, the private investors have an
incentive to sell because they will still profit on sales because of the lower price that they
purchased their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
43
6.We note that the projected revenues for 2023 were $33.9 million, as set forth in the
unaudited prospective financial information management prepared and provided to the
Board, the Company’s financial advisors and the SPAC in connection with the evaluation
of the Business Combination. We also note that your actual revenues for the six months

 FirstName LastNameMike Winston
 Comapany NameJet.AI Inc.
 October 5, 2023 Page 3
 FirstName LastNameMike Winston
Jet.AI Inc.
October 5, 2023
Page 3
ended June 30, 2023 was approximately $4.7 million.  It appears that you will miss your
2023 revenue projections.  Please update your disclosure in Liquidity and Capital
Resources, and elsewhere, to provide updated information about the Company’s financial
position and further risks to the business operations and liquidity in light of these
circumstances.
Overview, page 43
7.In light of the significant number of redemptions and the unlikelihood that the Company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Company's
common stock, expand your discussion of capital resources to address any changes in the
Company’s liquidity position since the Business Combination.  If the Company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
8.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the Company’s common stock.  Your discussion should
highlight the fact that your institutional investors, who currently beneficial own over
35.6% of your outstanding shares, will be able to sell all of their shares for so long as the
registration statement of which this prospectus forms a part is available for use.
General
9.Revise your prospectus to disclose the price that each selling stockholder paid for the
shares being registered for resale.  Highlight any differences in the current trading price,
the prices that the selling stockholders acquired their shares and warrants, and the price
that the public stockholders acquired their shares and warrants.  Disclose that while the
selling stockholders may experience a positive rate of return based on the current trading
price, the public stockholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price.
Please also disclose the potential profit the selling stockholders will earn based on the
current trading price.  Lastly, please include appropriate risk factor disclosure.
10.We note that you are registering the primary issuance and the resale of such shares under
your Share Purchase Agreement with GEM as an indirect primary offering.  Please
provide us with your analysis as to why you believe you are able to register the primary
issuance of these shares.  Refer to Securities Act C&DI 139.13.
11.We note that GEM, a selling stockholder, is the equity line investor under your Share
Purchase Agreement dated as of August 4, 2022.  Please revise to indicate that GEM is an
underwriter.  Refer to Securities Act C&DI 139.13.
12.Please revise your prospectus to provide the following disclosures with respect to your
Share Purchase Agreement with GEM:

 FirstName LastNameMike Winston
 Comapany NameJet.AI Inc.
 October 5, 2023 Page 4
 FirstName LastNameMike Winston
Jet.AI Inc.
October 5, 2023
Page 4

•the material risks of an investment in the Company and in the offering, including:othe possibility that the Company may not have access to the full amount
available to it under the equity line; and
owhether GEM can engage in short-selling activities and, if so, how any sales
activities after announcement of a put may negatively affect the Company’s
share price.
•the material market activities of the GEM, including:oany short selling of the Company’s securities or other hedging activities that the
GEM may or has engaged in, including prior to entering into the agreement and
prior to the receipt of any shares pursuant to the terms of the agreement; and
ohow GEM intends to distribute the securities it owns or will acquire.
•how the provisions of Regulation M may prohibit GEM and any other distribution
participants that are participating in the distribution of the Company’s securities
from:oengaging in market making activities (e.g., placing bids or making purchases to
stabilize the price of the common stock) while the equity line is in effect; and
opurchasing shares in the open market while the equity line is in effect.
13.We note that you are seeking to register the primary issuance of the shares underlying the
GEM warrant and shares underlying Series A Preferred Shares.  Please provide your
analysis as to why you believe you are eligible to register the primary issuance of
the underlying common shares as the overlying securities appear to have been offered
privately.  Alternatively, please revise your registration fee table and prospectus to
indicate that the registration statement does not cover the offer and sale of these
underlying securities.  For guidance, refer to Securities Act Sections C&DIs 103.04,
134.02 and 239.15.
14.We note you have issued issued 270,000 shares of common stock to Maxim to settle
your payment obligations under the underwriting agreement dated August 11, 2021,
and that up to 125,000 shares of common stock are issuable to Maxim upon conversion of
Series A Preferred Shares it holds.  However, we note that Maxim is offering 510,000
shares for resale under this registration statement.  Please explain whether all 510,000
shares being registered for resale by Maxim are deemed outstanding.  If all the shares
being registered for resale by Maxim are not deemed to be outstanding, please provide
your analysis as to why believe you are eligible to register such shares for resale.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameMike Winston
 Comapany NameJet.AI Inc.
 October 5, 2023 Page 5
 FirstName LastName
Mike Winston
Jet.AI Inc.
October 5, 2023
Page 5
            Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 or Daniel
Morris, Legal Branch Chief, at 202-551-3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jeanne Campanelli, Esq.

CORRESP
1
filename1.htm

Suite
201, 42 Edward Street

Georgetown,
Grand Cayman

P.O.
Box 469, KY1-9006

Cayman
Islands

July
28, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Michael Purcell and Karina Dorin

    Re:
    Oxbridge
    Acquisition Corp.

    Registration
    Statement on Form S-4

    File
    No. 333-270848

Ladies
and Gentleman:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effectiveness of the above-captioned
Registration Statement on Form S-4 be accelerated so that the same will become effective at 4:30 p.m. Eastern Time on July 28,
2023, or as soon thereafter as practicable.

    Very
    truly yours,

    OXBRIDGE
    ACQUISITION CORP.

    By:

    /s/
    Jay Madhu

    Name:

    Jay
    Madhu

    Title:

    Chief
    Executive Officer

    cc:
    Kate
    L. Bechen, Esq.

    Peter
F. Waltz, Esq.

    Hallie
D. Heath, Esq.

CORRESP
1
filename1.htm

    Dykema
                           Gossett PLLC

    111
    E. Kilbourn Ave.

    Suite
    1050

    Milwaukee,
    WI 53202

    www.dykema.com

    Tel:
    414-488-7300

    Hallie
        D. Heath

    Direct
    Dial: (414) 488-7337

    Email:
    HHeath@dykema.com

July 26, 2023

U.S. Securities and Exchange Commission

 Division of Corporate Finance

Office of Energy & Transportation

 100 F Street, N.E.

Washington, D.C. 20549

Attention: Michael Purcell and Karina Dorin

    Re:
    Oxbridge Acquisition Corp.

    Amendment No. 5 to Registration Statement on Form
    S-4

    Filed July 18, 2023

    File No. 333-270848

Dear
Mr. Purcell and Ms. Dorin:

This
response letter (this “Response”) is submitted on behalf of Oxbridge Acquisition Corp. (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. Jay Madhu, dated July 26,
2023 (the “Comment Letter”), with respect to the Company’s Amendment No. 5 (“Amendment No. 5”)
to its registration statement on Form S-4 (the “Registration Statement”), filed with the SEC on July 18, 2023. The
Company is concurrently submitting a sixth amendment to the Registration Statement (“Amendment No. 6”), 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. 6.

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

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

U.S. Securities and Exchange Commission

Division of Corporate Finance

July 26, 2023

Page 2

Amendment
No. 5 to Registration Statement on Form S-4

General

1. We
                                            note your reference to the 2023 Extension Meeting and 2023 Extension Amendment Proposal.
                                            We further note you are also asking Oxbridge stockholders to vote at the 2023 Extension Meeting
                                            to adopt amendments to the Existing Organizational Documents that would allow Oxbridge to
                                            consummate the business combination even if Oxbridge will have less than $5,000,001 in net
                                            tangible assets (the “Redemption Limitation Amendment Proposal”). Please include
                                            a Question and Answer on the 2023 Extension Amendment Proposal and the Redemption Limitation
                                            Amendment Proposal. Explain why you are asking stockholders to vote on this proposal now,
                                            as opposed to at an earlier time. Additionally, provide a discussion of the related risks
                                            for investors and the post-business combination company and include corresponding disclosure
                                            in the risk factors section. Lastly, identify the provisions that Oxbridge is relying on
                                            in determining that the ordinary shares are not at risk of being deemed a penny stock under
                                            Exchange Act Rule 3a51-1, and discuss the impact that the trust falling below $5,000,001
                                            would have Oxbridge’s exchange listing and the consideration given to this possibility
                                            in your determination that this provision is no longer needed to avoid the definition of
                                            penny stock. In that regard, we note you disclose that you received a notice from Nasdaq
                                            indicating that the company is no longer in compliance with the minimum market value of listed
                                            securities set forth in Nasdaq Listing Rule 5550(b)(2).

Response:
In response the Staff’s comments, the Company respectfully advises the Staff that it has filed an Amended Proxy Statement,
on July 26, 2023, removing the “Redemption Limitation Amendment Proposal” in its entirety. Additionally, the Company has
revised its disclosures on page 19 of Amendment No. 6 to include a Question and Answer on the 2023 Extension Amendment Proposal.

2. We
                                            note that the Business Combination Agreement is subject to the satisfaction or waiver of
                                            certain closing conditions, including that Oxbridge shall have at least $5,000,001 of net
                                            tangible assets following the exercise of Redemption Rights. Please revise to clarify whether
                                            the parties have waived this condition to the closing.

Response:
In response the Staff’s comments, the Company respectfully advises the Staff that the parties have not waived the closing
condition that the Company have at least $5,000,001 of net tangible assets following the exercise of the Redemption Rights. As noted
in the registration statement, it is not a waivable condition.

U.S. Securities and Exchange Commission

Division of Corporate Finance

July 26, 2023

Page 3

3. Please
                                            revise your sensitivity analysis to show the impact on the maximum redemption scenario assuming
                                            approval of the Redemption Limitation Amendment Proposal.

Response:
In response the Staff’s comments, the Company respectfully advises the Staff that the Company has filed an Amended Proxy
Statement, on July 26, 2023, removing the “Redemption Limitation Amendment Proposal” in its entirety. As such, the Company
determined revisions to the sensitivity analysis for the maximum redemption scenario were no longer necessary.

*
        *         *

Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 6. If you have any questions, please
contact the undersigned at (414) 488-7337 or hheath@dykema.com.

    Sincerely,

    Dykema Gossett PLLC

    /s/ Hallie D. Heath

    Hallie D. Heath, Esq.

    cc:
    Jay Madhu

    Chief Executive Officer

    Oxbridge Acquisition Corp.

United States securities and exchange commission logo
July 26, 2023
Jay Madhu
Chief Executive Officer
Oxbridge Acquisition Corp.
Suite 201, 42 Edward Street
Georgetown, Grand Cayman
P.O. Box 469, KY1-9006
Cayman Islands
Re:Oxbridge Acquisition Corp.
Amendment No. 5 to Registration Statement on Form S-4
Filed July 18, 2023
File No. 333-270848
Dear Jay Madhu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 17, 2023 letter.
Amendment No. 5 to Registration Statement on Form S-4
General
1.We note your reference to the 2023 Extension Meeting and 2023 Extension Amendment
Proposal. We further note you are also asking Oxbridge stockholders to vote at the 2023
Extension Meeting to adopt amendments to the Existing Organizational Documents that
would allow Oxbridge to consummate the business combination even if Oxbridge will
have less than $5,000,001 in net tangible assets (the "Redemption Limitation Amendment
Proposal"). Please include a Question and Answer on the 2023 Extension Amendment
Proposal and the Redemption Limitation Amendment Proposal. Explain why you are

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 July 26, 2023 Page 2
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
July 26, 2023
Page 2
asking stockholders to vote on this proposal now, as opposed to at an earlier time.
Additionally, provide a discussion of the related risks for investors and the post-business
combination company and include corresponding disclosure in the risk factors section.
Lastly, identify the provisions that Oxbridge is relying on in determining that the ordinary
shares are not at risk of being deemed a penny stock under Exchange Act Rule 3a51-1,
and discuss the impact that the trust falling below $5,000,001 would have Oxbridge's
exchange listing and the consideration given to this possibility in your determination that
this provision is no longer needed to avoid the definition of penny stock. In that regard,
we note you disclose that you received a notice from Nasdaq indicating that the company
is no longer in compliance with the minimum market value of listed securities set forth in
Nasdaq Listing Rule 5550(b)(2).
2.We note that the Business Combination Agreement is subject to the satisfaction or waiver
of certain closing conditions, including that Oxbridge shall have at least $5,000,001 of net
tangible assets following the exercise of Redemption Rights.  Please revise to clarify
whether the parties have waived this condition to the closing.
3.Please revise your sensitivity analysis to show the impact on the maximum redemption
scenario assuming approval of the Redemption Limitation Amendment Proposal.
            You may contact Myra Moosariparambil, Staff Accountant, at 202-551-3796 or
Kimberly Calder, Assistant Chief Accountant, at 202-551-3701 if you have questions regarding
comments on the financial statements and related matters. Please contact Michael Purcell, Staff
Attorney, at 202-551-5351 or Karina Dorin, Staff Attorney, at 202-551-3763 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Hallie Heath

CORRESP
1
filename1.htm

  Dykema
                                            Gossett PLLC

111
E. Kilbourn Ave.

Suite
1050

Milwaukee,
WI 53202

www.dykema.com

Tel:
414-488-7300

  Hallie
                                            D. Heath

Direct
Dial: (414) 488-7337

Email:
HHeath@dykema.com

    July
    18, 2023

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    Office
    of Energy & Transportation

    100
    F Street, N.E.

    Washington,
    D.C. 20549

    Attention:
    Michael Purcell and Karina Dorin

 Re: Oxbridge
                                            Acquisition Corp.

                                            Amendment No. 4 to Registration Statement on Form S-4

                                            Filed July 7, 2023

                                            File No. 333-270848

Dear
Mr. Purcell and Ms. Dorin:

This
response letter (this “Response”) is submitted on behalf of Oxbridge Acquisition Corp. (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. Jay Madhu, dated July 17,
2023 (the “Comment Letter”), with respect to the Company’s Amendment No. 4 (“Amendment No. 4”)
to its registration statement on Form S-4 (the “Registration Statement”), filed with the SEC on July 7, 2023. The
Company is concurrently submitting a fifth amendment to the Registration Statement (“Amendment No. 5”), 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. 5.

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

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

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

July
18, 2023

Page
2

Amendment
No. 4 to Registration Statement on Form S-4

General

1. We
                                            note you have revised your registration statement to reflect that you are registering 16,873,364
                                            shares of Jet.AI Common Stock in response to prior comment 4. We also note that such 16,873,364
                                            shares do not appear to include the 2,875,000 Oxbridge Class B Ordinary Shares that are “automatically
                                            convertible into shares of our Class A Ordinary Shares at the time of an Initial Business
                                            Combination.” Please advise or revise.

Response:
In Amendment No. 5 the Company is seeking to register 19,996,564 shares of Jet.AI Common Stock, which is inclusive of 2,875,000
shares of Jet.AI Common Stock that are exchanged in the Business Combination for the Oxbridge Class B Ordinary Shares that will
automatically convert into Class A Ordinary Shares in connection with the Domestication.

*
* *

Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 5. If you have any questions, please
contact the undersigned at (414) 488-7337 or hheath@dykema.com.

    Sincerely,

    Dykema
    Gossett PLLC

    /s/
    Hallie D. Heath

    Hallie
    D. Heath, Esq.

    cc:
    Jay
    Madhu

    Chief
    Executive Officer

    Oxbridge
    Acquisition Corp.

United States securities and exchange commission logo
July 17, 2023
Jay Madhu
Chief Executive Officer
Oxbridge Acquisition Corp.
Suite 201, 42 Edward Street
Georgetown, Grand Cayman
P.O. Box 469, KY1-9006
Cayman Islands
Re:Oxbridge Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed July 7, 2023
File No. 333-270848
Dear Jay Madhu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 5, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4
General
1.We note you have revised your registration statement to reflect that you are registering
16,873,364 shares of Jet.AI Common Stock in response to prior comment 4. We also note
that such 16,873,364 shares do not appear to include the 2,875,000 Oxbridge Class B
Ordinary Shares that are "automatically convertible into shares of our Class A Ordinary
Shares at the time of an Initial Business Combination."  Please advise or revise.
            You may contact Myra Moosariparambil, Staff Accountant, at 202-551-3796 or Kimberly

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 July 17, 2023 Page 2
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
July 17, 2023
Page 2
Calder, Assistant Chief Accountant, at 202-551-3701 if you have questions regarding comments
on the financial statements and related matters. Please contact Michael Purcell, Staff Attorney, at
202-551-5351 or Karina Dorin, Staff Attorney, at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Hallie Heath

CORRESP
1
filename1.htm

    Dykema
                                            Gossett PLLC

    111
    E. Kilbourn Ave.

    Suite
    1050

    Milwaukee,
    WI 53202

    www.dykema.com

    Tel:
    414-488-7300

    Hallie
                                            D. Heath

    Direct
    Dial: (414) 488-7337

    Email:
    HHeath@dykema.com

July
7, 2023

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Michael Purcell and Karina Dorin

    Re:
    Oxbridge
                                            Acquisition Corp.

    Amendment
    No. 3 to Registration Statement on Form S-4

    Filed
    June 22, 2023

    File
    No. 333-270848

Dear
Mr. Purcell and Ms. Dorin:

This
response letter (this “Response”) is submitted on behalf of Oxbridge Acquisition Corp. (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. Jay Madhu, dated July 5, 2023
(the “Comment Letter”), with respect to the Company’s Amendment No. 3 (“Amendment No. 3”)
to its registration statement on Form S-4 (the “Registration Statement”), filed with the SEC on June 22, 2023.
The Company is concurrently submitting a fourth amendment to the Registration Statement (“Amendment No. 4”), 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. 4.

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

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

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    July
    7, 2023

    Page
    2

Amendment
No. 3 to Registration Statement on Form S-4

Market,
Industry and Other Data, page 5

1. We
                                            note your statement regarding market data used in the prospectus cautioning investors “not
                                            to give undue weight” to estimates. This statement appears to imply a disclaimer of
                                            responsibility for this information in the registration statement. Please either revise this
                                            section to remove such implication or specifically state that you are liable for all information
                                            in the registration statement.

  Response:
                                            In response to the Staff’s comments, the Company has revised its disclosures on
                                            page 5 of Amendment No. 4.

The
Business Combination

Opinion
of Stanton Park Advisors, LLC, page 115

    2.
    We
    note your revised disclosure in response to prior comment 2. Please make corresponding revisions to your disclosures in this section.

    Response:
    In response to the Staff’s comments, the Company has revised its disclosures on page 116 of Amendment No. 4.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations of Jet Token

Liquidity
and Capital Resources, page 175

    3.
    We
                                            note your revision in response to comment 4. Net cash provided by financing activities in
                                            the table on page 175 is inconsistent with the amounts disclosed in the financial statements
                                            on page F-48. Please revise.

    Response:
    In response to the Staff’s comments, the Company has revised its disclosures on page 175 of Amendment No. 4.

General

    4.
    We
                                            note you disclose that this prospectus covers 7,918,408 shares of Jet.AI Common Stock (including
                                            Class A Ordinary Shares, Class B Ordinary Shares, Jet Token Common Stock and Jet Token Preferred
                                            Stock that will convert into shares of Jet.AI Common Stock in connection with the Business
                                            Combination, and shares issuable upon exercise or vesting of the Jet.AI Warrants, the Merger
                                            Consideration Warrants, the Jet.AI RSU Awards and the Jet.AI Options). However, it appears
                                            that such 7,918,408 shares does not include the shares to be issued in exchange for the Class
                                            A Ordinary Shares and Class B Ordinary Shares or shares issuable upon exercise or vesting
                                            of the Jet.AI Warrants and Merger Consideration Warrants. Please advise or revise.

    Response:
    In response to the Staff’s comments, the Company has revised the first page of the prospectus and elsewhere to reflect
    the total number of shares of Jet.AI Common Stock, public Jet.AI Warrants and Merger Consideration Warrants that may be issued in
    connection with the Business Combination and registered under this S-4.

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

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    July
    7, 2023

    Page
    3

    5.
    Please
    disclose that you have received a notice from Nasdaq indicating that the company is no longer in compliance with the minimum market
    value of listed securities set forth in Nasdaq Listing Rule 5550(b)(2) and include appropriate risk factor disclosure.

    Response:
    In response to the Staff’s comments, the Company has revised its disclosures on pages 63 and 189 of Amendment No. 4.

Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 4. If you have any questions, please
contact the undersigned at (414) 488-7337 or hheath@dykema.com.

    Sincerely,

    Dykema
    Gossett PLLC

    /s/
Hallie
    D. Heath, Esq.

    Hallie
    D. Heath, Esq.

    cc:
    Jay
    Madhu

    Chief
    Executive Officer

    Oxbridge
    Acquisition Corp.

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

United States securities and exchange commission logo
July 5, 2023
Jay Madhu
Chief Executive Officer
Oxbridge Acquisition Corp.
Suite 201, 42 Edward Street
Georgetown, Grand Cayman
P.O. Box 469, KY1-9006
Cayman Islands
Re:Oxbridge Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed June 22, 2023
File No. 333-270848
Dear Jay Madhu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 16, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4
Market, Industry and Other Data, page 5
1.We note your statement regarding market data used in the prospectus cautioning investors
"not to give undue weight" to estimates. This statement appears to imply a disclaimer of
responsibility for this information in the registration statement. Please either revise this
section to remove such implication or specifically state that you are liable for all
information in the registration statement.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 July 5, 2023 Page 2
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
July 5, 2023
Page 2
The Business Combination
Opinion of Stanton Park Advisors, LLC, page 115
2.We note your revised disclosure in response to prior comment 2.  Please make
corresponding revisions to your disclosures in this section.
Management's Discussion and Analysis of Financial Condition and Results of Operations of Jet
Token
Liquidity and Capital Resources, page 175
3.We note your revision in response to comment 4.  Net cash provided by financing
activities in the table on page 175 is inconsistent with the amounts disclosed in the
financial statements on page F-48.  Please revise.
General
4.We note you disclose that this prospectus covers 7,918,408 shares of Jet.AI Common
Stock (including Class A Ordinary Shares, Class B Ordinary Shares, Jet Token Common
Stock and Jet Token Preferred Stock that will convert into shares of Jet.AI Common Stock
in connection with the Business Combination, and shares issuable upon exercise or
vesting of the Jet.AI Warrants, the Merger Consideration Warrants, the Jet.AI RSU
Awards and the Jet.AI Options).  However, it appears that such 7,918,408 shares does not
include the shares to be issued in exchange for the Class A Ordinary Shares and Class B
Ordinary Shares or shares issuable upon exercise or vesting of the Jet.AI Warrants and
Merger Consideration Warrants. Please advise or revise.
5.Please disclose that you have received a notice from Nasdaq indicating that the company
is no longer in compliance with the minimum market value of listed securities set forth
in Nasdaq Listing Rule 5550(b)(2) and include appropriate risk factor disclosure.
            You may contact Myra Moosariparambil, Staff Accountant, at 202-551-3796 or Kimberly
Calder, Assistant Chief Accountant. at 202-551-3701 if you have questions regarding comments
on the financial statements and related matters. Please contact Michael Purcell, Staff Attorney, at
202-551-5351 or Karina Dorin, Staff Attorney, at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Hallie Heath

CORRESP
1
filename1.htm

    Dykema
                                            Gossett PLLC

    111
    E. Kilbourn Ave.

    Suite
    1050

    Milwaukee,
    WI 53202

    www.dykema.com

    Tel:
    414-488-7300

    Hallie
                                            D. Heath

    Direct
    Dial: (414) 488-7337

    Email:
    HHeath@dykema.com

June
22, 2023

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Michael Purcell and Karina Dorin

    Re:
    Oxbridge
                                            Acquisition Corp.

    Amendment
    No. 2 to Registration Statement on Form S-4

    Filed
    June 6, 2023

    File
    No. 333-270848

Dear
Mr. Purcell and Ms. Dorin:

This
response letter (this “Response”) is submitted on behalf of Oxbridge Acquisition Corp. (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. Jay Madhu, dated June 16,
2023 (the “Comment Letter”), with respect to the Company’s Amendment No. 2 (“Amendment No. 2”)
to its registration statement on Form S-4 (the “Registration Statement”), filed with the SEC on June 6, 2023. The
Company is concurrently submitting a third amendment to the Registration Statement (“Amendment No. 3”), 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. 3.

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

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

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    June
    22, 2023

    Page
    2

Amendment
No. 2 to Registration Statement on Form S-4

 Background
of  the Business Combination

The
Oxbridge Board’s Reasons for the Approval of the Business Combination, page 109

    1.
    We
    note your response to prior comment 8 and reissue the comment. Please revise to provide a basis for your statement that the
    “Oxbridge Board believes the [private aviation] industry can expand to $80 billion by 2025.”

Response:
In response to the Staff’s comments, the Company has revised its disclosures on page 111 of Amendment No. 3.

Opinion
of Stanton Park Advisors, LLC, page 114

    2.
    Your
    revised disclosure in response to prior comment 18 states that the opinion of Stanton Park Advisors stated that the total merger
    consideration is within or below a range suggested by certain financial analysis. However, we note that Stanton delivered its opinion
    that the purchase price to be paid by Oxbridge is fair from a financial point of view to the public stockholders of Oxbridge. Please
    clarify how Stanton determined that the purchase price is fair from a financial point of view if the total merger consideration is
    below a range suggested by certain financial analysis.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on Annex E of Amendment No. 3.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations of Jet Token, page 169

    3.
    We
                                            note your revisions to your disclosure based on comment 12. Please further revise your discussion
                                            of changes for each period presented to address the following items:

    ●
    For the three-month period ended March 31, 2023, the revenues detailed on page 170 total approximately $1.6 million. However, total
    revenues are noted to be approximately $1.9 million. Please revise as necessary.

Response:
In response to the Staff’s comments, the Company wishes to advise the Staff that we have revised the section to provide
greater clarity to the recognition of revenues under our Jet Card program. The table on page 171 of Amendment No. 3 includes more than just
revenues for the period. Specifically, the table provides for each period: (1) total Prepaid flight hours sold, (2) Prepaid flight hours
flown and (3) Deferred revenue at both the beginning and end of the relevant period. Only item #2 represents revenue earned
during the period and has been broken out to show the amount of flight hours flown, as well as the amount of additional charges generated
as a result of the flown hours. From an accounting standpoint, when a Jet Card is sold, 100% of the proceeds are credited to the
deferred revenue liability account. As a Jet Card holder flies, the dollar amount representing the hours flown is recognized as revenue
and the liability account is reduced accordingly. The Deferred revenue at end of period represents the amount outstanding at the beginning
of the period, plus Prepaid flight hours sold, less Prepaid flight hours flown.

●
For each period presented, you have included discussion of gross profit (loss) for an amount that is not consistent with the gross
profit (loss) presented in the table on page 170 or the amount included in your financial statements. Please revise as
necessary.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on pages 172 and 174 of Amendment
No. 3.

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    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    June
    22, 2023

    Page
    3

    ●
    Please revise your discussion of changes in cost of revenues to fully explain the change year over year. In this regard, we note
    cost of revenue in 2022 was approximately $19.8 million. However, you have discussed amounts that total approximately $4.5 million.
    In addition, in the last paragraph of your cost of sales discussion, you state “In total, it cost $2.9 million to operate these
    aircraft in 2022 compared to $0.7 million in 2021.” Please tell us how you determined the amounts included in this sentence
    and revise your disclosure.

    Response:
    In response to the Staff’s comments, the Company has revised its disclosures on pages 172 and 174
    of Amendment No. 3, specifically to disclose costs associated with aircraft sales.

    ●
    It appears you have commingled the discussion of general and administrative expenses with the change in operating expenses under
    the heading “Operating Expenses” for both the quarterly and annual periods. We note you discuss sales and marketing and
    research and development in this paragraph, as well as in separate paragraphs. Please revise your disclosure.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on pages 172 and 174 of Amendment
No. 3.

●
Please revise the heading in the table on the bottom of page 170 to correctly identify the information for the three months ended
March 31, 2022. Currently, both columns are marked 2023.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on page 171 of Amendment No. 3.

Liquidity
and Capital Resources, page 174

    4.
    Please
    revise to include a discussion of Jet Token’s liquidity and capital resources for the three months ended March 31, 2023.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on page 175 of Amendment No. 3.

Share
Purchase Agreement, page 185

    5.
    We
    note your response to prior comment 16 and reissue it in part. Please expand your disclosure to discuss the pricing provisions included
    in Section 6.01 of the Share Purchase Agreement. In that regard, we note that the agreement specifies that the per- share purchase
    amount shall be equal to 90% of the average daily closing price during the draw down pricing period.

Response:
 In response to the Staff’s comments, the Company has revised its disclosures on page 187 of Amendment No. 3.

Beneficial
Ownership of Securities, page 215

    6.
    Your
    revised disclosure in response to prior comment 17 reflects that GEM Yield Bahamas Limited will hold in excess of 20% of JET.AI common
    stock following the business combination and that such interest consists of shares of common stock issuable upon the exercise of
    the GEM Warrant. This disclosure appears inconsistent with your disclosure elsewhere that following the business combination the
    GEM warrant entitles GEM to purchase 6% of outstanding common stock of JET.AI on a fully diluted basis. Please revise or advise.
    In addition, please disclose the natural person or persons who directly or indirectly exercise sole or share voting or investment
    control over the shares held by GEM Yield Bahamas Limited. Refer to Item 403 of Regulation S-K and Exchange Act Rule 13d-3.

Response:
 In response to the Staff’s comments, the Company has revised its disclosures on page 219 of Amendment No. 3.

California
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    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    June
    22, 2023

    Page
    4

General

    7.
    We
    note your response to prior comment 23 regarding the sources of your industry and market data. Please revise your disclosure throughout
    the proxy statement/prospectus to provide more details for each of the cited sources, including the titles and dates of any reports.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 111 of Amendment No. 3 as well as added
a new section immediately following “Certain Defined Terms” titled “Market, Industry and Other Data” on page
5 of Amendment No. 3 to include the names and dates of cited third-party studies and reports. The Company advises the Staff that the
Company or Jet Token have not commissioned any of the third-party data that is cited in this Amended Registration Statement or the Registration
Statement.

The
Company further advises the Staff that statements that utilize industry or market data or relate to Jet Token’s competitive position
within its industry are based on publicly available information and reports from government agencies, the third-party studies and reports
listed on page 5 of Amendment No. 3, as well as Jet Token’s management’s knowledge of and experience in the private aviation
industry.

    8.
    We
    note that Maxim Group, LLC. was the underwriter for Oxbridge’s initial public offering and has advised on the business combination
    transaction with Jet Token. Please tell us, with a view to disclosure, whether you have received notice, or any other indication,
    from Maxim Group, LLC. that it will cease involvement in your transaction and how that may impact your deal or the deferred underwriting
    compensation owed for Oxbridge’s initial public offering.

Response:
In response to the Staff’s comment, the Company can confirm that it has not received notice, or any other indication, from
Maxim Group, LLC, that it will cease involvement in the Company’s transaction with Jet Token.

    9.
    Please
    obtain and file a revised legality opinion that opines on all relevant securities being registered pursuant to the registration statement.
    In that regard, we note that Exhibit 107 reflects 7,918,408 newly issued and issuable securities.

Response:
 Together with Amendment No. 3 a revised form of legality opinion has been provided as Exhibit 5.1. The revised form of legality
opinion includes all relevant securities identified as being registered in the Registration Statement.

*
* *

California
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    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    June
    22, 2023

    Page
    5

Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 3. If you have any questions, please
contact the undersigned at (414) 488-7337 or hheath@dykema.com.

    Sincerely,

    Dykema
    Gossett PLLC

    /s/
    Hallie D. Heath

    Hallie
    D. Heath, Esq.

    cc:
    Jay
    Madhu

    Chief
    Executive Officer

    Oxbridge
    Acquisition Corp.

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

United States securities and exchange commission logo
June 16, 2023
Jay Madhu
Chief Executive Officer
Oxbridge Acquisition Corp.
Suite 201, 42 Edward Street
Georgetown, Grand Cayman
P.O. Box 469, KY1-9006
Cayman Islands
Re:Oxbridge Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed June 6, 2023
File No. 333-270848
Dear Jay Madhu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 26, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-4
Background of the Business Combination
The Oxbridge Board's Reasons for the Approval of the Business Combination, page 109
1.We note your response to prior comment 8 and reissue the comment. Please revise to
provide a basis for your statement that the “Oxbridge Board believes the [private aviation]
industry can expand to $80 billion by 2025.”

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 June 16, 2023 Page 2
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
June 16, 2023
Page 2
Opinion of Stanton Park Advisors, LLC, page 114
2.Your revised disclosure in response to prior comment 18 states that the opinion of Stanton
Park Advisors stated that the total merger consideration is within or below a range
suggested by certain financial analysis.  However, we note that Stanton delivered its
opinion that the purchase price to be paid by Oxbridge is fair from a financial point of
view to the public stockholders of Oxbridge.  Please clarify how Stanton determined
that the purchase price is fair from a a financial point of view if the total merger
consideration is below a range suggested by certain financial analysis.
Management's Discussion and Analysis of Financial Condition and Results of Operations of Jet
Token, page 169
3.We note your revisions to your disclosure based on comment 12. Please further revise
your discussion of changes for each period presented to address the following items:

•For the three month period ended March 31, 2023, the revenues detailed on page 170
total approximately $1.6 million. However, total revenues are noted to be
approximately $1.9 million. Please revise as necessary.
•For each period presented, you have included discussion of gross profit (loss) for an
amount that is not consistent with the gross profit (loss) presented in the table on page
170 or the amount included in your financial statements.  Please revise as necessary.
•Please revise your discussion of changes in cost of revenues to fully explain the
change year over year.  In this regard, we note cost of revenue in 2022 was
approximately $19.8 million. However, you have discussed amounts that total
approximately $4.5 million.  In addition, in the last paragraph of your cost of sales
discussion, you state “In total, it cost $2.9 million to operate these aircraft in 2022
compared to $0.7 million in 2021.”  Please tell us how you determined the amounts
included in this sentence and revise your disclosure.
•It appears you have commingled the discussion of general and administrative
expenses with the change in operating expenses under the heading “Operating
Expenses” for both the quarterly and annual periods.  We note you discuss sales and
marketing and research and development in this paragraph, as well as in separate
paragraphs.  Please revise your disclosure.
•Please revise the heading in the table on the bottom of page 170 to correctly identify
the information for the three months ended March 31, 2022. Currently, both columns
are marked 2023.
Liquidity and Capital Resources, page 174
4.Please revise to include a discussion of Jet Token's liquidity and capital resources for the
three months ended March 31, 2023.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 June 16, 2023 Page 3
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
June 16, 2023
Page 3
Share Purchase Agreement, page 185
5.We note your response to prior comment 16 and reissue it in part.  Please expand
your disclosure to discuss the pricing provisions included in Section 6.01 of the Share
Purchase Agreement.  In that regard, we note that the agreement specifies that the per-
share purchase amount shall be equal to 90% of the average daily closing price during the
draw down pricing period.
Beneficial Ownership of Securities, page 215
6.Your revised disclosure in response to prior comment 17 reflects that GEM Yield
Bahamas Limited will hold in excess of 20% of JET.AI common stock following the
business combination and that such interest consists of shares of common stock issuable
upon the exercise of the GEM Warrant. This disclosure appears inconsistent with your
disclosure elsewhere that following the business combination the GEM warrant entitles
GEM to purchase 6% of outstanding common stock of JET.AI on a fully diluted basis.
Please revise or advise. In addition, please disclose the natural person or persons who
directly or indirectly exercise sole or share voting or investment control over the shares
held by GEM Yield Bahamas Limited. Refer to Item 403 of Regulation S-K and Exchange
Act Rule 13d-3.
General
7.We note your response to prior comment 23 regarding the sources of your industry and
market data.  Please revise your disclosure throughout the proxy statement/prospectus to
provide more details for each of the cited sources, including the titles and dates of any
reports.
8.We note that Maxim Group, LLC. was the underwriter for Oxbridge's initial public
offering and has advised on the business combination transaction with Jet Token. Please
tell us, with a view to disclosure, whether you have received notice, or any other
indication, from Maxim Group, LLC. that it will cease involvement in your transaction
and how that may impact your deal or the deferred underwriting compensation owed for
Oxbridge’s initial public offering.
9.Please obtain and file a revised legality opinion that opines on all relevant securities being
registered pursuant to the registration statement.  In that regard, we note that Exhibit 107
reflects 7,918,408 newly issued and issuable securities.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 June 16, 2023 Page 4
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
June 16, 2023
Page 4
            You may contact Myra Moosariparambil, Staff Accountant, at 202-551-3796 or Kimberly
Calder, Assistant Chief Accountant. at 202-551-3701 if you have questions regarding comments
on the financial statements and related matters. Please contact Michael Purcell, Staff Attorney, at
202-551-5351 or Karina Dorin, Staff Attorney, at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Hallie Heath

CORRESP
1
filename1.htm

    Dykema
                                            Gossett PLLC

    111
    E. Kilbourn Ave.

    Suite
    1050

    Milwaukee,
    WI 53202

    www.dykema.com

    Tel:
    414-488-7300

    Hallie
                                            D. Heath

    Direct
    Dial: (414) 488-7337

    Email:
    HHeath@dykema.com

June
6, 2023

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Michael Purcell and Karina Dorin

 Re: Oxbridge
                                            Acquisition Corp.

                                            Amendment No. 1 to Registration Statement on Form S-4

                                            Filed May 11, 2023

                                            File No. 333-270848

Dear
Mr. Purcell and Ms. Dorin:

This
response letter (this “Response”) is submitted on behalf of Oxbridge Acquisition Corp. (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. Jay Madhu, dated May 26, 2023
(the “Comment Letter”), with respect to the Company’s Amendment No. 1 (“Amendment No. 1”)
to its registration statement on Form S-4 (the “Registration Statement”), filed with the SEC on May 11, 2023. 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.

California
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    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    June
    6, 2023

    Page
    2

Amendment
No. 1 to Registration Statement on Form S-4

Questions
and Answers About the Business Combination

Q:
How do the public warrants differ from the Private Placement Warrants and what are the related risks for any public warrant holders...,
page 14

1. We
note your revised disclosure in response to prior comment 7. Please expand your discussion here and elsewhere to discuss that the Private
Placement Warrants are not redeemable and may be exercised on a “cashless basis,” whereas the public warrants are redeemable
and may only be exercised on a cashless basis if you call the public warrants for redemption and require any holder to exercise its public
warrants on a “cashless basis.” In this regard, we note your disclosure on page F-18.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on pages 14, 72, 213, 218 of Amendment No.
2.

Q:
Did the Oxbridge Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business...,
page 16

2. We
note your response to prior comment 4 and reissue the comment in part. Please revise to provide a clear explanation as to why the Oxbridge
board determined to obtain a fairness opinion.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on page 16 of Amendment No. 2.

Summary
of the Proxy Statement/Prospectus, page 24

3. We
note your revised disclosure in response to prior comment 11 and reissue it in part. Please revise to clarify which party may waive each
condition that may be waived and the consequences of such wavier, including the condition that Jet.AI have cash on hand equal to or in
excess of $5,000,000 after distribution of all funds and payment of expenses.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on pages 26, 27 of Amendment No. 2.

California
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    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    June
    6, 2023

    Page
    3

Risk
Factors

Jet
Token’s business and reputation rely on, and will continue to rely on, third parties, page 48

4. We
note your revised disclosure in response to prior comment 12 states that Jet Token intends to continue to build its internal development
team and to gradually decrease on its reliance on external contractors for app development. We also note you state elsewhere that your
CharterGPT app is expected to be made available to the public in advance of or simultaneous with the closing of the proposed Business
Combination. Please revise to discuss the nature of work performed by external contractors, including whether such external contracts
develop any of your software, and file any agreements governing the relationship between Jet Token and such parties. In addition, please
discuss the current status of the CharterGPT app and the risks involved if there are delays or complications to Jet Token’s CharterGPT
app development.

Response: Jet
Token retains two individuals who act as external contractors. Both collaborate with Jet Token’s CTO, and Jet Token owns,
without restriction, all rights to all intellectual property generated for this project by the contractors. The nature of the work
performed by the external contractors relates to the design and implementation of the App’s front-end and back-end,
respectively. The front-end contractor envisions and renders a visually appealing and intuitive workflow for the App compatible with
the input requirements of the back-end. The App workflow includes but is not limited to registration, charter jet search, booking,
and payment. The back-end developer writes original computer code and integrates certain open-source software consistent with the
features described in Strategy-Artificial Intelligence. In response to the Staff’s comments, the Company has revised its
disclosures on pages 119, 175, 180 of Amendment No. 2.

Risks
Related to Oxbridge and the Business Combination

Our
Sponsor and certain of our directors and officers have interests in the Business Combination that are different from..., page 57

5. We
note your revised disclosure in response to prior comment 6. Please include corresponding disclosure here that the Sponsor may be incentivized
to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on page 56 of Amendment No. 2.

The
issuances of additional shares of Jet.AI Common Stock under the GEM Warrant may result in dilution of future Jet.AI stockholders...,
page 64

6. Please
revise this risk factor to include a cross-reference to your discussion of the Share Purchase Agreement on page 185.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on page 62 of Amendment No. 2.

California
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    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    June
    6, 2023

    Page
    4

Background
of the Business Combination

The
Oxbridge Board’s Reasons for the Approval of the Business Combination, page 111

7. We
note your revised disclosure in response to prior comment 19 reflects that Oxbridge’s board considered that Jet Token is poised
for expansion into new markets, including the Asian market. Please elaborate on the Jet Token’s plans, if any, to expand into the
Asian Market and address any risks related to such expansion.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on page 110 of Amendment No. 2.

8. Please
revise to provide a basis for your statement that the “Oxbridge Board believes the [private aviation] industry can expand to $80
billion by 2025.”

Response:
In response to the Staff’s comments, the Company has revised its disclosures on page 110 of Amendment No. 2.

Opinion
of Stanton Park Advisors, LLC, page 116

9. We
note you disclose that Stanton reviewed projections for the fiscal years ending December 31, 2023 to December 31, 2028 in arriving at
its opinion. However, your projections included on page 120 are for the fiscal years ending December 31, 2023 to December 31, 2027. Please
revise or advise.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on page 118 of Amendment No. 2 to include
the forecasted projections through to December 31, 2028.

10. Please
revise discuss in greater detail each of the material analyses conducted by Stanton Park Advisors, LLC as part of its opinion, and any
material assumptions underlying such analysis. Refer to Item 4(b) of Form S-4 and Item 1015(b)(6) of Regulation M-A. Provide support
for the ultimate conclusions reached in each of the comparable transactions and discounted cash flow analysis for determining the equity
value of Jet Token. In addition, please identify the nine comparable transactions and companies and provide quantitative disclosure for
the financial performance measures analyzed to support for the valuation multiples for the comparable transactions.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on page 115, 116 of Amendment No. 2.

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

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    June
    6, 2023

    Page
    5

The
Business Combination

Unaudited
Prospective Financial Information for Jet Token

Key
Financial Metrics, page 120

11. We
note your response to comment 21. In your revised disclosure, you expect the forecast for EBITDA Margin to rebound beginning in 2025
due to the expansion in higher margin revenues primarily related to CharterGPT’s ability to automate the charter process and lower
unit costs per charter booking. Please expand your disclosure to further explain your use of CharterGPT and the impact of this technology
on your business. In addition, please clarify why you have only identified the impact of CharterGPT in your change in forecasted EBITDA
Margins. In this regard, please tell us and expand your disclosure to state how you considered your other types of revenue and related
expenses in your projections, fully describing the material assumptions underlying your projections.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on page 119 of Amendment No. 2.

Notwithstanding
the forecasted benefit of CharterGPT, we inadvertently omitted a more fulsome discussion of the source of margin improvement in the forecast
and have included it in Amendment No. 2. Subscription Revenue in the Software segment is the primary contributor to the growth in overall
forecasted EBITDA Margin because gross margins in Subscription Revenue are projected at a significantly higher level than the gross margins
associated with all other sources of revenue. EBITDA margins are projected to rise from a trough in 2024E of 8.6% to a peak of 18.6%
in 2028E. The increase in forecasted EBITDA margin is primarily attributable to Subscription Revenue (at an approximate 75% gross margin)
rising to 22.2% of sales in 2028E from 4.3% of sales in 2024E.

We
considered several factors such as the specific form of price, mix and volume that in each case could be multiplied together to generate
a revenue forecast and then attempted to forecast how one or more of those factors would be expected to change over time. With respect
to cost we looked at our fixed contractual obligations and historical experience to extrapolate our ongoing expense and how they might
vary. This granular approach to estimating revenue and cost, respectively, is expanded upon in Amendment No. 2.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations of Jet Token, page 171

12. We
                                            note your revisions to your disclosure based on comment 23. Please address the following
                                            observations:

 ● In
                                            the revised disclosure you state, “In 2021, Jet Token booked $645,996 in revenue related
                                            to its App-generated charter bookings. During 2022 these revenues totaled $1.2 million, and
                                            $0.6 million an 89.5% increase from 2021.” Please revise as necessary.

Response: In
response to the Staff’s comments, the Company has revised its disclosures on page 172 of Amendment No. 2.

 ● In
                                            the revised disclosure you state, “…Jet Token also generates revenue through
                                            the direct chartering of its HondaJet aircraft by Cirrus. During 2022 this revenue amounted
                                            to approximately $1.0 million, an increase of $0.6 million, or 164.4% from the prior year.
                                            ...It cost $2.9 million to operate these aircraft in 2022, a $2.2 million, or 324.3%, increase
                                            over 2021, and resulted in a gross profit from operating the HondaJets of $0.4 million in
                                            2022 compared to a gross profit loss of $0.2 million in 2021.” Please further clarify
                                            how the $1 million revenue related to direct chartering of the HondaJet aircraft by Cirrus
                                            and the cost of $2.9 million to operate these aircraft resulted in a gross profit from operating
                                            the HondaJets of $0.4 million in 2022, rather than a loss of $1.9 million.

Response: In
response to the Staff’s comments, the Company has revised its disclosures on page 170 of Amendment No. 2.

 ● Please
                                            consider revising your discussion of results of operations to address each type of revenue
                                            and expense separately, rather than in the same paragraph.

Response: In
response to the Staff’s comments, the Company has revised its disclosures on page 170 of Amendment No. 2. Additionally, we note
that, though Cirrus may arrange for certain charters and receive commissions from Jet Token, that is the only element of Jet Token’s
costs that can be directly tied to the Cirrus charters. The cost of maintaining Jet Token’s fleet of aircraft, through Jet Token’s
agreement with Cirrus, is independent of the source of revenues from operating the aircraft. As a result, we believe it would be inappropriate
and potentially confusing to discuss the Cirrus charter revenues and just the commissions that are directly related to those charters
as it would not reflect the cost of maintaining and operating the aircraft that was chartered. Jet Token does not separately track and
allocate the contractual payments to Cirrus under its management agreement according to the nature of its relationship to the passenger(s)
booking that aircraft.

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

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    June
    6, 2023

    Page
    6

13. We
                                            note

United States securities and exchange commission logo
May 26, 2023
Jay Madhu
Chief Executive Officer
Oxbridge Acquisition Corp.
Suite 201, 42 Edward Street
Georgetown, Grand Cayman
P.O. Box 469, KY1-9006
Cayman Islands
Re:Oxbridge Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed May 11, 2023
File No. 333-270848
Dear Jay Madhu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 26, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-4
Questions and Answers About the Business Combination
Q: How do the public warrants differ from the Private Placement Warrants and what are the
related risks for any public warrant holders..., page 14
1.We note your revised disclosure in response to prior comment 7.  Please expand your
discussion here and elsewhere to discuss that the Private Placement Warrants are not
redeemable and may be exercised on a "cashless basis," whereas the public public
warrants are redeemable and may only be exercised on a cashless basis if you call the
public warrants for redemption and require any holder to exercise its public warrants on a

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 May 26, 2023 Page 2
 FirstName LastNameJay  Madhu
Oxbridge Acquisition Corp.
May 26, 2023
Page 2
"cashless basis."  In this regard, we note your disclosure on page F-18.
Q: Did the Oxbridge Board obtain a third-party valuation or fairness opinion in determining
whether or not to proceed with the Business..., page 16
2.We note your response to prior comment 4 and reissue the comment in part. Please revise
to provide a clear explanation as to why the Oxbridge board determined to obtain a
fairness opinion.
Summary of the Proxy Statement/Prospectus, page 24
3.We note your revised disclosure in response to prior comment 11 and reissue it in part.
Please revise to clarify which party may waive each condition that may be waived and
the consequences of such wavier, including the condition that Jet.AI have cash on hand
equal to or in excess of $5,000,000 after distribution of all funds and payment of
expenses.
Risk Factors
Jet Token's business and reputation rely on, and will continue to rely on, third parties, page 48
4.We note your revised disclosure in response to prior comment 12 states that Jet Token
intends to continue to build its internal development team and to gradually decrease on its
reliance on external contractors for app development. We also note you state elsewhere
that your CharterGPT app is expected to be made available to the public in advance of or
simultaneous with the closing of the proposed Business Combination. Please revise to
discuss the nature of work performed by external contractors, including whether such
external contracts develop any of your software, and file any agreements governing the
relationship between Jet Token and such parties. In addition, please discuss the current
status of the CharterGPT app and the risks involved if there are delays or complications to
Jet Token's CharterGPT app development.
Risks Related to Oxbridge and the Business Combination
Our Sponsor and certain of our directors and officers have interests in the Business Combination
that are different from..., page 57
5.We note your revised disclosure in response to prior comment 6. Please include
corresponding disclosure here that the Sponsor may be incentivized to complete an
acquisition of a less favorable target company or on terms less favorable to shareholders
rather than liquidate.
The issuances of additional shares of Jet.AI Common Stock under the GEM Warrant may result
in dilution of future Jet.AI stockholders..., page 64
6.Please revise this risk factor to include a cross-reference to your discussion of the Share
Purchase Agreement on page 185.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 May 26, 2023 Page 3
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
May 26, 2023
Page 3
Background of the Business Combination
The Oxbridge Board's Reasons for the Approval of the Business Combination, page 111
7.We note your revised disclosure in response to prior comment 19 reflects that Oxbridge's
board considered that Jet Token is poised for expansion into new markets, including the
Asian market.  Please elaborate on the Jet Token's plans, if any, to expand into the Asian
Market and address any risks related to such expansion.
8.Please revise to provide a basis for your statement that the "Oxbridge Board believes the
[private aviation] industry can expand to $80 billion by 2025."
Opinion of Stanton Park Advisors, LLC, page 116
9.We note you disclose that Stanton reviewed projections for the fiscal years ending
December 31, 2023 to December 31, 2028 in arriving at its opinion.  However, your
projections included on page 120 are for the fiscal years ending December 31, 2023 to
December 31, 2027. Please revise or advise.
10.Please revise discuss in greater detail each of the material analyses conducted by Stanton
Park Advisors, LLC as part of its opinion, and any material assumptions underlying such
analysis. Refer to Item 4(b) of Form S-4 and Item 1015(b)(6) of Regulation M-A. Provide
support for the ultimate conclusions reached in each of the comparable transactions and
discounted cash flow analysis for determining the equity value of Jet Token.  In addition,
please identify the nine comparable transactions and companies and provide quantitative
disclosure for the financial performance measures analyzed to support for the valuation
multiples for the comparable transactions.
The Business Combination
Unaudited Prospective Financial Information for Jet Token
Key Financial Metrics, page 120
11.We note your response to comment 21.  In your revised disclosure, you expect the forecast
for EBITDA Margin to rebound beginning in 2025 due to the expansion in higher margin
revenues primarily related to CharterGPT’s ability to automate the charter process and
lower unit costs per charter booking.  Please expand your disclosure to further explain
your use of CharterGPT and the impact of this technology on your business.  In addition,
please clarify why you have only identified the impact of CharterGPT in your change in
forecasted EBITDA Margins.  In this regard, please tell us and expand your disclosure to
state how you considered your other types of revenue and related expenses in your
projections, fully describing the material assumptions underlying your projections.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 May 26, 2023 Page 4
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
May 26, 2023
Page 4
Management's Discussion and Analysis of Financial Condition and Results of Operations of Jet
Token, page 171
12.We note your revisions to your disclosure based on comment 23.  Please address the
following observations:

•In the revised disclosure you state, "In 2021, Jet Token booked $645,996 in revenue
related to its App-generated charter bookings. During 2022 these revenues totaled
$1.2 million, and $0.6 million an 89.5% increase from 2021." Please revise as
necessary.

•In the revised disclosure you state, “…Jet Token also generates revenue through the
direct chartering of its HondaJet aircraft by Cirrus. During 2022 this revenue
amounted to approximately $1.0 million, an increase of $0.6 million, or 164.4% from
the prior year. ...It cost $2.9 million to operate these aircraft in 2022, a $2.2 million,
or 324.3%, increase over 2021, and resulted in a gross profit from operating the
HondaJets of $0.4 million in 2022 compared to a gross profit loss of $0.2 million in
2021.”  Please further clarify how the $1 million revenue related to direct chartering
of the HondaJet aircraft by Cirrus and the cost of $2.9 million to operate these aircraft
resulted in a gross profit from operating the HondaJets of $0.4 million in 2022, rather
than a loss of $1.9 million.

•Please consider revising your discussion of results of operations to address each type
of revenue and expense separately, rather than in the same paragraph.
13.We note your response to comment 26.  Please further revise your disclosure to state the
number of prepaid flight hours flown that represents the $104,726 of revenue recorded in
2021.  In addition, you state “In 2022, Jet Token sold 449 prepaid flight hours,
representing approximately $2.3 million, and flew 359 prepaid flight hours representing
revenue of $2.3 million, leaving a balance of $0.9 million in deferred revenue.”  Please
revise this statement to clearly disclose the hours sold, hours flown, revenue recorded and
the deferred revenue balance for each period presented.
Information About Jet Token, page 177
14.We note your response to comment 29.  You state contracts typically last three years and
at the end of the period, the aircraft is to be sold and the owner is rebated their pro-rata
share of the residual value.  Please tell us how you account for the pro-rata share of the
residual value in the aircraft that you will be responsible to rebate to the owner at the end
of the contract period.  Please reference the authoritative literature that supports your
accounting.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 May 26, 2023 Page 5
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
May 26, 2023
Page 5
Our Aircraft, page 182
15.We note your fourth aircraft in your current fleet, the Citation CJ4 Gen 2 aircraft, is
wholly owned by one of your customers who committed his aircraft to you for
management and charter via your Onboard Program. We further note that your Onboard
Program requires execution of a limited management agreement. Please disclose the
details of this arrangement and file such agreement as an exhibit to your registration
statement, or tell us why you believe you are not required to do so.
Share Purchase Agreement, page 185
16.Please expand your disclosure included in response to prior comment 33 to
discuss material terms of the Share Purchase Agreement, including pricing provisions.  In
that regard, we note the Draw Down Terms specified in Section 6.01 of such agreement.
17.Please revise your tabular disclosure to explain the calculation of the shares held by GEM
under each scenario.  In that regard, we note you disclose that Jet Token will issue GEM a
warrant granting it the right to purchase up to 6% of the outstanding common stock of Jet
Token on a fully diluted basis as the of the listing.  However, your tabular disclosure
reflects that GEM will own approximately 20% of Jet. AI's common stock under each of
the redemption scenarios on the date of listing.  In addition, please file a form of the GEM
Warrant as an exhibit to your registration statement.
Annex E, page E-3
18.We note the fairness opinion from Stanton Park Advisors, LLC included as Annex E
states that the opinion has been prepared for the Oxbridge Board and "may not be relied
upon by any other person or entity or for any other purpose." This language suggests that
shareholders may not consider or rely on the information in the opinion which you have
included with your proxy statement. Please revise to remove this limitation on reliance.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-29
19.We note your response to comment 40.  On the Jet Token website under the Jet Card
Options, we note up to 90% of the initial Jet Card balance is refundable (without
membership).  Please tell us how you have considered accounting for this refund
obligation.  To the extent you have not recorded a liability, please explain.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 May 26, 2023 Page 6
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
May 26, 2023
Page 6
Index to Financial Statements
Consolidated Financial Statements of Jet Token, Inc.
Notes to Consolidated Financial Statements
Note 5. Commitments and Contingencies
Operating Lease, page F-34
20.We note your response to comment 44.  Please tell us why you believe recording the lease
maintenance reserve as an asset is appropriate and include reference to the authoritative
literature that supports your accounting.
Exhibits
21.We note that you have redacted information from portions of exhibits 10.4, 10.5 and 10.9.
If you intend to redact information pursuant to Item 601(b)(10)(iv) of Regulation S-K,
please revise to include a prominent statement on the first page of the filed version of each
redacted exhibit that certain identified information has been excluded from the exhibit
because it is both not material and is the type that you treat as private or confidential. In
addition, include a notation in the exhibit index indicating that portions of the exhibit have
been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
22.We reissue comment 47 in part.  Please file a form of your preliminary proxy card.
General
23.Please provide a source for each of your market and industry statements throughout the
proxy statement/prospectus.  For instance, provide source information for your statements
that "the private aviation industry is highly fragmented with the top 87 operators
representing 57% of the market and over 1,800 operators representing the balance of the
industry capacity," and "an estimated 90% of people who can afford to fly privately do
not."
            You may contact Myra Moosariparambil, Staff Accountant, at 202-551-3796 or Kimberly
Calder, Assistant Chief Accountant. at 202-551-3701 if you have questions regarding comments
on the financial statements and related matters. Please contact Michael Purcell, Staff Attorney, at
202-551-5351 or Karina Dorin, Staff Attorney, at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Andrew Frost

CORRESP
1
filename1.htm

    Dykema
    Gossett PLLC

    111
    E. Kilbourn Ave.

    Suite
    1050

    Milwaukee,
    WI 53202

    www.dykema.com

    Tel:
    414-488-7300

    Andrew
    T. Frost

    Direct
    Dial: (414) 488-7330

    Direct
    Fax: (866) 870-7321

    Email:
    AFrost@dykema.com

May
11, 2023

U.S. Securities and Exchange Commission

Division of Corporate Finance

 Office of Energy & Transportation

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
Michael Purcell and Karina Dorin

    Re:
    Oxbridge
    Acquisition Corp.

    Registration
    Statement on Form S-4

    Filed
    March 27, 2023

    File
    No. 333-270848

Dear
Mr. Purcell and Ms. Dorin:

This
response letter (this “Response”) is submitted on behalf of Oxbridge Acquisition Corp. (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. Jay Madhu, dated April 26,
2023 (the “Comment Letter”), with respect to the Company’s registration statement on Form S-4, filed with the
SEC on March 27, 2023 (the “Registration Statement”). The Company is concurrently submitting an 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.

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

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

May
11, 2023

Page
2

Registration
Statement on Form S-4

Summary
Term Sheet, page 5

    1.
    Please
    revise your disclosure to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders
    by including a sensitivity analysis showing a range of redemption scenarios, including minimum, maximum and interim redemption levels. Please also provide disclosure of the impact of each significant source of dilution, including the Founder Shares, the Oxbridge
    Warrants and the Merger Consideration Warrants at each of the redemption levels detailed in your sensitivity analysis, including
    any needed assumptions.

Response:
In response to the Staff’s comments, the Company has revised its disclosure on page 20 of Amendment No. 1 to provide
disclosure of the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders. Further,
in response to the Staff’s comments, the Company has revised its disclosures on pages 6-8 and 75-76 of Amendment
No. 1 to provide disclosure of the impact of each significant source of dilution at each of the redemption levels detailed in the sensitivity
analysis.

    2.
    It
    appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise your disclosure to disclose the
    effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related
    to dilution.

Response:
The Staff’s comment is noted. The Company confirms to the Staff that the amount of the deferred underwriting commission
payable to the underwriters of the Company’s initial public offering is not required to be adjusted for any shares that are redeemed
in connection with the Company’s initial business combination. The Company has revised the disclosures on page 20 of Amendment
No. 1 to reflect the Staff’s comment.

Q:
May the Sponsor or Oxbridge’s directors, officers, advisors or any of their respective affiliates purchase public shares..., page
15

    3.
    We
    note you disclose that in connection with the shareholder vote to approve the proposed Business Combination, your sponsor, directors,
    officers, advisors or any of their respective affiliates may privately negotiate transactions to purchase public shares and such
    purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. We also note
    your disclosure on page 59 that any such purchases of public shares could be to vote such shares in favor of the Business Combination
    and thereby increase the likelihood of obtaining shareholder approval of the Business Combination. Please provide your analysis on
    how such purchases will comply with Rule 14e-5. To the extent that you are relying on Tender Offer Compliance and Disclosure Interpretation
    166.01 (March 22, 2022), please provide an analysis regarding how it applies to your circumstances.

Response:
In response to the Staff’s comments, and while no privately negotiated transaction are currently contemplated, the Company has
revised its disclosures on pages 16, 65-66, and 123-124 of Amendment No. 1 to appropriately reflect the terms in
reliance on Tender Offer Compliance and Disclosure Interpretation 166.01.

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

May
11, 2023

Page
3

Questions
and Answers About the Business Combination

Q:
Did the Oxbridge Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business...,
page 15

    4.
    We
    note you disclose that the Oxbridge board obtained a fairness opinion from Stanton Park Advisors LLC. Please provide a clear explanation
    as to the reason why the fairness opinion was obtained, include the fairness opinion as an annex to the proxy statement/prospectus
    and include the information required by Item 1015 of Regulation M-A.

Response: In
response to the Staff’s comments, the Company has revised its disclosures on pages 16 and 116-118 of Amendment No. 1 and
included the fairness opinion as Annex E to the proxy statement/prospectus.

Q:
How will our Sponsor, directors and officers vote?, page 16

    5.
    We
    note your disclosure that your sponsor, directors and officers, who own approximately [68.83]% of your issued and outstanding Class
    A and Class B Ordinary Shares, have agreed to vote such shares in favor of the Business Combination and the other Proposals. Please
    revise your disclosure to discuss whether any of the Class A Ordinary Shares would need to be voted in favor of the Business Combination
    in order for the Business Combination to be approved. In that regard, we note your disclosure on page 51 that, if only the minimum
    amount of shares needed to establish a quorum are present and all such shares are actually voted on the Business Combination Proposal,
    none of the outstanding Class A Ordinary Shares would need to be voted in favor of the Business Combination in order for the Business
    Combination to be approved.

Response:
In response to the Staff’s comments, the Company advises the Staff that pursuant to Article 49.4 of its Amended and Restated
Memorandum and Articles of Association, the Company may consummate the Business Combination so long as it is approved by ordinary resolution
and the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net
tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination. An ordinary resolution
in this case, is a resolution passed by a simple majority of the Class A Ordinary Shares and Class B Ordinary Shares, voting as a single
class pursuant to Article 17.1 of the Amended and Restated Memorandum and Articles of Association. See pages 17, 34, 85, and 145
of Amendment No. 1.

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

May
11, 2023

Page
4

Q:
What interests do the current officers and directors have in the Business Combination?, page 16

    6.
    Please
    highlight the risk that the sponsor will benefit from the completion of a business combination and may be incentivized to complete
    an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

Response:
In response to the Staff’s comments, the Company has revised its disclosure on page 28 of Amendment No. 1 to highlight
the risk that the Sponsor will benefit from the completion of the business combination and, rather than liquidating, may be incentivized
to complete an acquisition of a less favorable target company or on terms less favorable to stockholders.

    7.
    Please
    highlight the material risks to public warrant holders, including those arising from differences between private and public warrants.
    Clarify whether recent common stock trading prices exceed the threshold that would allow the company to redeem public warrants. Clearly
    explain the steps, if any, the company will take to notify all shareholders, including beneficial owners, regarding when the warrants
    become eligible for redemption.

Response:
In response to the Staff’s comments to highlight the material risks to public warrant holders, including those created
from differences between private and public warrants, and to clarify whether recent stock trading prices exceed the threshold at which
the Company may redeem public warrants, the Company has added a disclosure on page 14 of Amendment No. 1 under the question, “How
do the public warrants differ from the Private Placement Warrants and what are the related risks for any public warrant holders post-Business
Combination?” Additionally, the Company has revised its disclosures on pages 34 and 52 of Amendment No. 1 by adding
the following risk factor: “Following the Business Combination, Jet.AI may redeem your unexpired Jet.AI Warrants prior to their
exercise at a time that is disadvantageous to you, thereby making your warrants worthless.”

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

May
11, 2023

Page
5

In
response to the Staff’s comments to explain the steps the Company will take to notify all shareholders, including beneficial owners,
regarding when the warrants become eligible for redemption, the Company has supplemented its disclosure on page 213 of Amendment
No. 1 as follows: “If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of
shares of Jet.AI Common Stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue
sky laws or we are unable to effect such registration or qualification. Pursuant to the terms of the Warrant Agreement, if we elect to
redeem all of the redeemable warrants as described above, we will fix a date for the redemption (the “Redemption Date”) and
will mail the notice of redemption by first class mail, postage prepaid, not less than 30 days prior to the Redemption Date to the registered
holders of the warrants to be redeemed at their last addresses as they appear on our registration books. In addition, we will issue a
press release and file a current report on Form 8-K with the SEC containing notice of redemption. We are not contractually obligated
to notify investors when our warrants become eligible for redemption and do not intend to so notify investors upon eligibility of the
warrants for redemption, unless and until we elect to redeem such warrants pursuant to the terms of the Warrant Agreement.”

Disclosures
regarding the Company’s process for notifying shareholders when the warrants become eligible for redemption have also been added
to pages 14 and 52.

    8.
    Your
    charter waived the corporate opportunities doctrine. Please address this potential conflict of interest and whether it impacted your
    search for an acquisition target.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on pages 18, 28, 58, and 123
of Amendment No. 1 to address the potential conflict of interest resulting from the waiver of the corporate opportunities doctrine in
our charter. Further, the Company advises the Staff that it is not aware of any officer or director of the Company who refrained from
presenting any opportunity to acquire a target business to the Company in reliance on the charter’s limited waiver or the corporate
opportunities doctrine or as a result of a pre-existing fiduciary or contractual obligation. To the Company’s knowledge, the waiver
of the corporate opportunities doctrine in its charter did not impact its search for an acquisition target.

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

May
11, 2023

Page
6

    9.
    We
    note you disclose that your sponsor, officers and directors have agreed not to redeem any Class A Ordinary Shares held by them in
    connection with a shareholder vote to approve the Business Combination. Please describe any consideration provided in exchange for
    this agreement.

Response:
In response to the Staff’s comments, the Company confirms no consideration was provided in exchange for this agreement.
Further, the Company has revised its disclosures on pages 18, 28, 57, and 122 of Amendment No. 1 to state the same.

Q:
Do I have redemption rights?, page 18

    10.
    Please
    clarify whether public shareholders that redeem their shares will be able to retain their warrants. To the extent they will be able
    to retain their warrants, please quantify the value of the warrants, based on recent trading prices, that may be retained by redeeming
    stockholders assuming maximum redemptions and identify any material resulting risks.

Response:
In response to the Staff’s comments, the Company has revised its disclosure on page 19 of Amendment No. 1 to clarify
that the public warrants will be retained following the redemption of shares and the value and risks associated with the public warrants.

Summary
of the Proxy Statement/Prospectus

Conditions
To The Closing, page 24

    11.
    We
    note you disclose that the Business Combination Agreement is subject to the satisfaction or waiver of certain closing conditions.
    Please revise to clarify each condition that is subject to being waived, state which party may waive such condition and the consequences
    of any such waiver.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on pages 26-27 and 100-102 of Amendment
No. 1 to clarify which conditions are subject to being waived.

Risk
Factors

Jet
Token’s business and reputation rely on, and will continue to rely on, third parties, page 45

    12.
    We
    note you disclose that Jet Token has relied on a third-party app developer to develop the initial versions of its App and Jet Token
    expects to rely heavily on Cirrus to maintain and operate Jet Token’s leased aircraft for charter services. Please revise to
    clarify the nature of Jet Token’s relationship with such third parties, contractual or otherwise.

Response:
In response to the Staff’s comments, the Company has revised its disclosure on page 48 of Amendment No. 1. Jet Token
Inc., through its wholly owned subsidiary, Jet Token Management Inc., maintains contractual relationships with Cirrus Aviation for the
operational management, maintenance and chartering of each of Jet Token’s aircraft. Both Jet Token and Cirrus actively book charter
onto Jet Token aircraft. Cirrus books charter via its 24-hour charter department and Jet Token Inc. books charter via its App.

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

May
11, 2023

Page
7

Jet
Token no longer relies on a third-party app developer for its original Jet Token App because Jet Token’s strategy is to replace
its existing app with

United States securities and exchange commission logo
April 26, 2023
Jay Madhu
Chief Executive Officer
Oxbridge Acquisition Corp.
Suite 201, 42 Edward Street
Georgetown, Grand Cayman
P.O. Box 469, KY1-9006
Cayman Islands
Re:Oxbridge Acquisition Corp.
Registration Statement on Form S-4
Filed March 27, 2023
File No. 333-270848
Dear Jay Madhu:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Summary Term Sheet, page 5
1.Please revise your disclosure to show the potential impact of redemptions on the per share
value of the shares owned by non-redeeming shareholders by including a sensitivity
analysis showing a range of redemption scenarios, including minimum, maximum and
interim redemption levels.  Please also provide disclosure of the impact of each significant
source of dilution, including the Founder Shares, the Oxbridge Warrants and the Merger
Consideration Warrants at each of the redemption levels detailed in your sensitivity
analysis, including any needed assumptions.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 April 26, 2023 Page 2
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
April 26, 2023
Page 2
2.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
Q: May the Sponsor or Oxbridge's directors, officers, advisors or any of their respective affiliates
purchase public shares..., page 15
3.We note you disclose that in connection with the shareholder vote to approve the proposed
Business Combination, your sponsor, directors, officers, advisors or any of their
respective affiliates may privately negotiate transactions to purchase public shares and
such purchases may be effected at purchase prices that are in excess of the per share pro
rata portion of the Trust Account. We also note your disclosure on page 59 that any such
purchases of public shares could be to vote such shares in favor of the Business
Combination and thereby increase the likelihood of obtaining shareholder approval of the
Business Combination.  Please provide your analysis on how such purchases will comply
with Rule 14e-5.  To the extent that you are relying on Tender Offer Compliance and
Disclosure Interpretation 166.01 (March 22, 2022), please provide an analysis regarding
how it applies to your circumstances.
Questions and Answers About the Business Combination
Q: Did the Oxbridge Board obtain a third-party valuation or fairness opinion in determining
whether or not to proceed with the Business..., page 15
4.We note you disclose that the Oxbridge board obtained a fairness opinion from Stanton
Park Advisors LLC. Please provide a clear explanation as to the reason why
the fairness opinion was obtained, include the fairness opinion as an annex to the proxy
statement/prospectus and include the information required by Item 1015 of Regulation M-
A.
Q: How will our Sponsor, directors and officers vote?, page 16
5.We note your disclosure that your sponsor, directors and officers, who own approximately
[68.83]% of your issued and outstanding Class A and Class B Ordinary Shares, have
agreed to vote such shares in favor of the Business Combination and the other Proposals.
Please revise your disclosure to discuss whether any of the Class A Ordinary Shares
would need to be voted in favor of the Business Combination in order for the Business
Combination to be approved.  In that regard, we note your disclosure on page 51 that, if
only the minimum amount of shares needed to establish a quorum are present and all such
shares are actually voted on the Business Combination Proposal, none of the outstanding
Class A Ordinary Shares would need to be voted in favor of the Business Combination in
order for the Business Combination to be approved.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 April 26, 2023 Page 3
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
April 26, 2023
Page 3
Q: What interests do the current officers and directors have in the Business Combination?, page
16
6.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
7.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
8.Your charter waived the corporate opportunities doctrine. Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
9.We note you disclose that your sponsor, officers and directors have agreed not to redeem
any Class A Ordinary Shares held by them in connection with a shareholder vote to
approve the Business Combination.  Please describe any consideration provided in
exchange for this agreement.
Q: Do I have redemption rights?, page 18
10.Please clarify whether public shareholders that redeem their shares will be able to retain
their warrants. To the extent they will be able to retain their warrants, please quantify the
value of the warrants, based on recent trading prices, that may be retained by redeeming
stockholders assuming maximum redemptions and identify any material resulting risks.
Summary of the Proxy Statement/Prospectus
Conditions To The Closing, page 24
11.We note you disclose that the Business Combination Agreement is subject to the
satisfaction or waiver of certain closing conditions. Please revise to clarify each condition
that is subject to being waived, state which party may waive such condition and the
consequences of any such waiver.
Risk Factors
Jet Token's business and reputation rely on, and will continue to rely on, third parties, page 45
12.We note you disclose that Jet Token has relied on a third-party app developer to develop
the initial versions of its App and Jet Token expects to rely heavily on Cirrus to maintain
and operate Jet Token’s leased aircraft for charter services.  Please revise to clarify the
nature of Jet Token's relationship with such third parties, contractual or otherwise.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 April 26, 2023 Page 4
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
April 26, 2023
Page 4
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 3. Adjustments to Unaudited Pro Forma Combined Balance Sheet, page 73
13.We noted you have classified the issuance of 7,353,000 Merger Consideration Warrants
issued to the Historical Rollover Shareholders as equity with a fair value of $60 million.
Please address the following:

•Provide us with your analysis under ASC 815-40 to support your accounting
treatment for the warrants.  As part of your analysis, please address whether there are
any terms or provisions in the warrant agreement that provide for potential changes to
the settlement amounts that are dependent upon the characteristics of the holder of the
warrant, and if so, how you analyzed those provisions in accordance with the
guidance in ASC 815-40.
•Expand your disclosure on page 196 to address the Merger Consideration Warrants.
14.Please expand the detail of your Adjustments of Unaudited Pro Forma Condensed
Combined Balance Sheet on page 72 to indicate the number of shares/warrants and per
share/warrant amount in adjustments D, E and F.
Background of the Business Combination, page 97
15.Please include disclosure concerning the timeline and extent of your discussions with the
ten Other Potential Targets, including the nature of such discussions.  Please also explain
why, how and when Oxbridge determined the business combination with Jet Token was
superior to each Other Potential Target, including Company G and I, and why Oxbridge
and Company E chose not to proceed.  Your disclosure in this section should provide
shareholders with an understanding of why other target companies were not ultimately
chosen as business combination partners.
16.Please identify the Oxbridge representative that reached out to George Murname of Jet
Token and the process by which Oxbridge and Jet Token initiated discussions.
17.Please substantially revise your disclosure throughout this section to discuss in greater
detail the substance of meetings and discussions among representatives of Oxbridge and
Jet Token, including the material terms that were discussed, how parties' positions
differed, and how issues were resolved. Your revised disclosure should ensure that
investors are able to understand how the parties determined the transaction structure, a
valuation of $105 million consisting of $45 million of stock and warrants valued at $60
million with a $15 strike price and 10 year duration, the exchange ratio, and the $5 million
minimum net cash at close condition.
18.We note Maxim performed additional services after the IPO, including acting as financial
advisor to Oxbridge. We also note that Maxim is entitled to a deferred underwriting
discount of $4,025,000 in connection with the IPO. If Maxim is entitled to any additional

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 April 26, 2023 Page 5
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
April 26, 2023
Page 5
fees that are continent on completion of the business combination, please quantify the
aggregate fees payable to Maxim that are continent on completion of the business
combination.
The Oxbridge Board's Reasons for the Approval of the Business Combination, page 103
19.Please revise to discuss the board's reasons for approving the Business Combination.  In
addition, please disclose any potentially negative factors that the board considered prior to
approving the Business Combination.
Unaudited Prospective Financial Information for Jet Token
Key Financial Metrics, page 104
20.Please correct the references to footnotes (2) and (3). Footnote (2) does not appear to be
connected to the appropriate line item and footnote (3) is not presented in the line items.
21.Please expand your disclosure here and in footnote (2) to detail the types of revenues
related to the "continued expansion in higher margin revenues otherwise unrelated to the
operation of company owned aircraft." In this regard, we note the disclosure regarding the
projected revenue sources in the first paragraph on page 106 detailing the proprietary
booking platform to arrange private jet travel with third party carriers and the disclosure
of Software on page 159.
Material U.S. Federal Income Tax Considerations, page 113
22.We note you disclose that "although not entirely clear," you intend to treat a Holder of a
Oxbridge Unit or Jet.AI unit as the owner of the underlying securities.  Please expand
your disclosure to describe the basis for the uncertainty and include an appropriate risk
factor.
Management's Discussion and Analysis of Financial Condition and Results of Operations of Jet
Token, page 155
23.Please revise your disclosure to clearly quantify and qualify each of the underlying factors
that generated variances between the periods presented.  Your disclosure should address
the full amount of the change between periods for each of your financial statement line
items.  Refer to Item 303 of Regulation S-K.
24.Please revise your disclosure to provide an analysis of the changes in net cash generated
by (used in) operating, investing and financing activities.  Your analysis should quantify
and qualify each of the underlying factors that generated variances between the periods
presented.  Please note that merely citing changes in working capital items and other items
identified in the statement of cash flows may not provide a sufficient basis to understand
how and why operating cash between comparative periods changed.  Refer to Section
IV.B of SEC Release 33-8350.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 April 26, 2023 Page 6
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
April 26, 2023
Page 6
25.The second paragraph on page 157 details 2021 revenues of $645,996 and $618,750
totaling $1,264,746. However, total revenues for 2021 in the results of operations is
$1,112,195. Please revise, as necessary.
26.It is unclear how unearned revenue for 2022 of approximately $2.3 million detailed in the
third paragraph on page 157 relates to deferred revenue at December 31, 2022, which is
$933,361 in the balance sheet on page F-23. Additionally, it is unclear if the $1.9 million
of recognized revenue and $0.4 million of additional charges are meant to detail how the
$2.3 million of unearned revenue was recognized. Please advise or revise your disclosure,
as necessary.
Liquidity and Capital Resources, page 158
27.Tell us and disclose how you accounted for the $600,000 of proceeds over the leased cost
of one of your HondaJet Elite aircraft in March 2023.
Trend Information, page 160
28.Please provide the source for your industry statements regarding private jet domestic
hours flown.
Information About Jet Token, page 161
29.We note Jet Token generates revenue primarily through the sale of fractional and whole
interests in aircraft.  We note your disclosure on page 161, “This program provides
potential owners the ability to purchase a share in a jet at a fraction of the cost of
acquiring an entire aircraft.  Each 1/5 share guarantees 75 occupied hours of usage per
year with 24 hours of notice.”  Please clearly explain the underlying details of the
contracts for the sale of fractional and whole interests in aircraft, including the periods
covered by the contracts and any renewal terms.  In this regard, explain if the term of the
contract with the customer is in perpetuity, has a specified end date or includes a renewal
period.  If there is a specified end date for each contract, please clarify if you sell the
ownership interest to another customer after the initial customer's contract ends.  To the
extent the contract terms are in perpetuity or include renewal terms, please tell us how you
consider increases to customer rates or fees in future periods.  If there are other details of
the contracts we have not addressed, please disclose those.
Strategy
Blockchain Pivot, page 163
30.Please revise to provide context for your blockchain network proposal disclosure
and include appropriate risk factor disclosure.  In addition, we note you state that you have
constructively engaged off and on for the past three years with the FinHub division of the
SEC.  Please discuss in greater detail the timing of such discussions, including the last
time any such discussions were had.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 April 26, 2023 Page 7
 FirstName LastNameJay  Madhu
Oxbridge Acquisition Corp.
April 26, 2023
Page 7
Our Aircraft, page 166
31.Please revise

United States securities and exchange commission logo
October 19, 2022
Jay Madhu
Chief Executive Officer
Oxbridge Acquisition Corp.
Suite 201, 42 Edward Street
George Town, Grand Cayman
Cayman Islands, KY1-9006
Re:Oxbridge Acquisition Corp.
Preliminary Proxy Statement on Form 14A
Filed October 11, 2022
File No. 001-40725
Dear Jay Madhu:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Curt Creely

United States securities and exchange commission logo
October 18, 2022
Jay Madhu
Chief Executive Officer
Oxbridge Acquisition Corp.
Suite 201, 42 Edward Street
George Town, Grand Cayman
Cayman Islands, KY1-9006
Re:Oxbridge Acquisition Corp.
Preliminary Proxy Statement on Form 14A
Filed October 11, 2022
File No. 001-40725
Dear Jay Madhu:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to
this comment, we may have additional comments.
Preliminary Proxy Statement on Form 14A filed October 11, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination.  For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited.  Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited.  Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate.  Disclose the

 FirstName LastNameJay Madhu
 Comapany NameOxbridge Acquisition Corp.
 October 18, 2022 Page 2
 FirstName LastName
Jay Madhu
Oxbridge Acquisition Corp.
October 18, 2022
Page 2
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Ronald (Ron) E. Alper at 202-551-3329 or Jeffrey Gabor at 202-551-2544
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Curt Creely

CORRESP
1
filename1.htm

    ATTORNEYS
                                            AT LAW

    100
    North Tampa Street, Suite 2700

    Tampa, FL 33602-5810

    P.O. Box 3391

    Tampa,
    FL 33601-3391

    813.229.2300
    TEL

    813.221.4210
    FAX

    www.foley.com

    WRITER’S
    DIRECT LINE

    813.225.4122

    ccreely@foley.com

October
18, 2022

Via
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

Office
of Real Estate & Construction

Washington, DC 20549

Attention: Ronald (Ron) E. Alper and Jeffrey Gabor

    Re:
    Oxbridge
    Acquisition Corp.

    Preliminary
    Proxy Statement on Form 14A

    Filed
    October 11, 2022

    File
    No. 001-40725

Dear
Mr. Alper and Mr. Gabor:

On
behalf of Oxbridge Acquisition Corp. (the “Company”), we are responding to the comment of the staff of the Division of Corporation
Finance of the United States Securities and Exchange Commission set forth in your letter to Jay Madhu, the Company’s Chief Executive
Officer, dated October 18, 2022. Your comment is reproduced below in bold, followed by our response on behalf of the Company.

Preliminary
Proxy Statement on Form 14A filed October 11, 2022

General

 1. With
                                            a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has
                                            substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
                                            addresses how this fact could impact your ability to complete your initial business combination.
                                            For instance, discuss the risk to investors that you may not be able to complete an initial
                                            business combination with a U.S. target company should the transaction be subject to review
                                            by a U.S. government entity, such as the Committee on Foreign Investment in the United States
                                            (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets
                                            with which you could complete an initial business combination may be limited. Further, disclose
                                            that the time necessary for government review of the transaction or a decision to prohibit
                                            the transaction could prevent you from completing an initial business combination and require
                                            you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
                                            of the investment opportunity in a target company, any price appreciation in the combined
                                            company, and the warrants, which would expire worthless.

    AUSTIN

    Boston

    CHICAGO

    dallas

    DENVER

    DETROIT

    houston

    JACKSONVILLE

    LOS
    ANGELES

    MADISON

    MEXICO
                           CITY

    MIAMI

    MILWAUKEE

    NEW
    YORK

    ORLANDO

    SACRAMENTO

    SAN
    DIEGO

    SAN
    FRANCISCO

    SILICON
    VALLEY

    TALLAHASSEE

    TAMPA

    WASHINGTON,
    D.C.

    BRUSSELS

    TOKYO

October
18, 2022

Page
2

Response:
In response to the Staff’s comment, the Company proposes to include in its definitive proxy statement the following risk factor
in the “Risk Factors” section of the proxy statement:

Were
we to be considered to be a “foreign person,” we might not be able to complete an initial business combination with a U.S.
target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government
entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.

Certain
investments that involve the acquisition of, or investment in, a U.S. business by a non-U.S. investor may be subject to review and approval
by the Committee on Foreign Investment in the United States (“CFIUS”). Whether CFIUS has jurisdiction to review an acquisition
or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial
ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control”
of a U.S. business by a foreign person always are subject to CFIUS jurisdiction. Significant CFIUS reform legislation, which was fully
implemented through regulations that became effective on February 13, 2020, expanded the scope of CFIUS’s jurisdiction to investments
that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance
rights in a U.S. business that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive
personal data.”

In
addition, if our potential initial business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory
filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS
and risk CFIUS intervention, before or after closing the initial business combination. Our Sponsor, OAC Sponsor, Ltd., is a Cayman Islands
exempted company. Jay Madhu, our Chief Executive Officer and a director, as well as one of the three directors of our Sponsor, is a U.S.
citizen and resident of the Cayman Islands. Wrendon Timothy, our Chief Financial Officer and a director, as well as one of the three
directors of our Sponsor, is a resident of the Cayman Islands. Jason Butcher, a director of our Company and the third director of our
Sponsor, is a resident of the Cayman Islands. A substantial portion of the capital contributions made to our Sponsor are from non-U.S.
persons. Except as disclosed herein, the Sponsor has no other substantial ties with a non-U.S. person. However, if CFIUS has jurisdiction
over our initial business combination, CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate
national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business
of the combined company if we had proceeded without first obtaining CFIUS clearance. If we were considered to be a “foreign person,”
foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent us
from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders.
As a result, the pool of potential targets with which we could complete an initial business combination could be limited and we could
be adversely affected in terms of competing with other SPACs which do not have similar foreign ownership issues.

Moreover,
the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our
initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate.
If we liquidate, our public shareholders may only receive the redemption value per share (as described above), and our warrants will
expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing
future gains on your investment through any price appreciation in the combined company.

*****

Should
you have any additional questions, please do not hesitate to contact the undersigned at 813.225.4122.

    Best
    regards,

    /s/
    Curt P. Creely

    Curt
    P. Creely

CORRESP
1
filename1.htm

OXBRIDGE
ACQUISITION CORP.

Suite
201, 42 Edward Street

Georgetown,
Grand Cayman,

P.O.
Box 469, KY1-9006

Cayman
Islands

August
9, 2021

VIA
EDGAR

Mr.
Ronald E. Alper and Ms. Stacie Gorman

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

    Re:
    Oxbridge
    Acquisition Corp.

    Registration
    Statement on Form S-1 (Registration No. 333-257998)

Dear
Mr. Alper and Ms. Gorman:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Oxbridge Acquisition Corp. (the “Registrant”),
hereby requests acceleration of effectiveness of its above-referenced Registration Statement to 5:00 p.m., eastern time, on August
11, 2021, or as soon as practicable thereafter. By separate letter, the underwriters of the issuance of the securities being registered
have joined in this request for acceleration. The Registrant respectfully requests that you notify Curt Creely of Foley & Lardner
LLP of such effectiveness by a telephone call to (813) 225-4122.

    Very truly yours,

    Oxbridge Acquisition Corp.

    By:
    /s/
    Wrendon Timothy

    Wrendon
    Timothy

    Chief
Financial Officer

CORRESP
1
filename1.htm

MAXIM
GROUP LLC

405
Lexington Avenue

New
York, NY 10174

August
9, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Mr. Ronald E. Alper and Ms. Stacie Gorman

    Re:
    Oxbridge
    Acquisition Corp.

    Registration
    Statement on Form S-1

    Filed
    July 19, 2021, as amended

    File
    No. 333-257998

Dear
Mr. Alper and Ms. Gorman:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as
representative of the underwriters of the proposed public offering of securities of Oxbridge Acquisition Corp. (the “Company”),
hereby join the Company’s request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated
so that it will be declared effective at 5:00 p.m., Eastern Time, on Wednesday, August 11, 2021, or at such later
time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities
and Exchange Commission.

Pursuant
to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to
each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form
of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

    Very
    truly yours,

    Maxim
    Group, LLC

    By:
    /s/ Clifford
    Teller

    Name:

    Clifford
    Teller

    Title:
    Executive
                                            Managing Director, Head of

    Investment
    Banking

CORRESP
1
filename1.htm

July
19, 2021

Mr.
Ronald E. Alper

United
States Securities and Exchange Commission

100
F. Street, N.E.

Washington,
DC 20549

    Re:
    Oxbridge
                                            Acquisition Corp.

                                                         Draft
                                            Registration Statement on Form S-1

                                                         Submitted
                                            May 18, 2021

                                                         CIK
                                            No. 0001861622

Dear
Mr. Ronald E. Alper:

On
behalf of Oxbridge Acquisition Corp. (the “Company”), we are transmitting the following responses to the Staff’s letter
dated June 11, 2021 containing the Staff’s comments regarding the draft Registration Statement on Form S-1 (the “Registration
Statement”) submitted to the Securities and Exchange Commission (the “Commission”) on a confidential basis on May 18,
2021. For your convenience, the full text of each of the Staff’s comments is set forth below, and the Company’s response
to each comment directly follows the applicable text.

Dilution,
page 78

    1.
    We
    note on page F-17 that you intend to account for warrants to be issued in connection with this offering as a liability in accordance
    with ASC 815-40. Please tell us why the warrant liability has not been considered in the table on page 79 when calculating pro forma
    net tangible book value after this offering.

RESPONSE:
The Company has now taken the warrant liability into consideration when calculating the pro forma net tangible book value after the
offering. Please refer to updated table on page 81.

Capitalization,
page 80

    2.
    Please
    revise the As Adjusted column to quantify the warrant liability expected to be carried on your balance sheet upon sale of the public
    units and private placement warrants.

    AUSTIN

    Boston

    CHICAGO

    dallas

    DENVER

    DETROIT

    houston

    JACKSONVILLE

    LOS
    ANGELES

    MADISON

    MEXICO
                                            CITY

    MIAMI

    MILWAUKEE

    NEW
    YORK

    ORLANDO

    SACRAMENTO

    SAN
    DIEGO

    SAN
    FRANCISCO

    SILICON
    VALLEY

    TALLAHASSEE

    TAMPA

    WASHINGTON,
    D.C.

    BRUSSELS

    TOKYO

July
19, 2021

Page
2

RESPONSE:
The Company has now revised the “As Adjusted” column to quantify the warrant liability that is expected to be carried
on the balance sheet upon the sale of the public units and private placement warrants. Please refer to updated table on page 82.

Signatures,
page II-5

    3.
    Please
    include the signature of the company’s authorized representative in the United States. See Instruction 1 to Signatures in Form
    S-1.

RESPONSE:
The Company has updated the Form S-1 to include the signature of the company’s authorized representative in the United States
in accordance with Instruction 1 to Signatures in Form S-1.

If
you have any questions or comments regarding the foregoing, please feel free to contact the undersigned at 813.225.4122 or ccreely@foley.com.

    Best
    regards,

    /s/
    Curt P. Creely

    Curt
    P. Creely

CPC:jw

United States securities and exchange commission logo
June 11, 2021
Jay Madhu
Chairman & Chief Executive Officer
Oxbridge Acquisition Corp.
Suite 201, 42 Edward Street
Georgetown, Grand Cayman,
P.O. Box 469, KY1-9006
Cayman Islands
Re:Oxbridge Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted May 18, 2021
CIK No. 0001861622
Dear Mr. Madhu:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted May 18, 2021
Dilution, page 78
1.We note on page F-17 that you intend to account for warrants to be issued in connection
with this offering as a liability in accordance with ASC 815-40.  Please tell us why the
warrant liability has not been considered in the table on page 79 when calculating pro
forma net tangible book value after this offering.

 FirstName LastNameJay Madhu
 Comapany NameOxbridge Acquisition Corp.
 June 11, 2021 Page 2
 FirstName LastName
Jay Madhu
Oxbridge Acquisition Corp.
June 11, 2021
Page 2
Capitalization, page 80
2.Please revise the As Adjusted column to quantify the warrant liability expected to be
carried on your balance sheet upon sale of the public units and private placement warrants.
Signatures, page II-5
3.Please include the signature of the company’s authorized representative in the United
States.  See Instruction 1 to Signatures in Form S-1.
            You may contact William Demarest at 202-551-3432 or Kristina Marrone at 202-551-
3429 if you have questions regarding comments on the financial statements and related
matters.  Please contact Ronald (Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at 202-
551-3713 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Curt P. Creely