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                                                             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
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