AI TRANSPORTATION ACQUISITION CORP Ordinary shares (AITR)
Filed: 15 Sep 23, 12:00am
September 15, 2023
Via EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington DC 20549
| Attention: | Ameen Hamady | |
| Shannon Menjivar | ||
| Ruairi Regan | ||
| Pam Howell |
| Re: | AI Transportation Acquisition Corp | |
| Registration Statement on Form S-1 | ||
| Filed September 1, 2023 | ||
| File No. 333-270558 |
Dear Ladies and Gentlemen,
On behalf of our client, AI TRANSPORTATION ACQUISITION CORP (the “Company”), we hereby provide a response to the comments issued in a letter by the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) dated September 11, 2023, with respect to the Company’s Registration Statement on Form S-1 (the “Registration Statement”). Contemporaneously, we are filing a revised Registration Statement via Edgar (the “Amendment No. 5”).
In order to facilitate the review by the Staff of the Amendment No. 5, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.
Amended Registration Statement on Form S-1
Cover Page
1. We partially reissue prior comment 1. Please provide prominent disclosure about the legal and operational risks associated with the Sponsor being located in and a majority of your executive officers and/or directors being located in or having significant ties to China. Your disclosure should make clear whether these risks could result in a material change in the value of the securities you are registering for sale or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has added prominent disclosure about (i) the legal and operational risks associated with the Sponsor being located in and a majority of the Company’s executive officers and/or directors being located in or having significant ties to China and (ii) how these risks could result in a material change in the value of the securities the Company, in order to address the Staff’s comment on the cover page of the Registration Statement and in a risk factor on page 72.
General
2. Please re-file all exhibits that were revised as a result of the revision to the units.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised and refiled with Amendment No. 5 the following Exhibits: 4.1, 5.1, and 10.7.
*****
If you have any additional questions regarding any of our responses or the Registration Statement, please do not hesitate to contact me on (202) 935-3390.
| Kindest regards, | |
| /s/ Rimon P.C. | |
| Rimon P.C. |
cc: Yongjin Chen, Chief Executive Officer
AI TRANSPORTATION ACQUISITION CORP