Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549
Re: | XTI Aircraft Company |
Offering Statement on Form 1-A
Post-qualification Amendment No. 6
File No. 024-10500
Filed August 4, 2017
August 23, 2017
Dear Mr. Dobbie:
We acknowledge receipt of comments in your letter of August 23, 2017 which we have set out below, together with our responses.
Part II
Offering Circular
This Offering, page 4
1. It appears that the offering that commenced in July 2016 terminated, at the latest, on July 22, 2017, one year from the most recent qualification date of the offering statement. As such, please revise here to clarify, if true, that the July 2016 offering has terminated and disclose the total amount of proceeds received by the company in connection with that offering.
We have revised the disclosure as requested.
Index to Exhibits, page 43
2. Please file a new legality opinion as an exhibit to the offering statement.
We have filed a new legality opinion.
Sincerely,
/s/ Sara Hanks
Partner
KHLK LLP
cc. David Brody, Chairman, XTI Aircraft Company