United States securities and exchange commission logo
April 10, 2023
Yongjin Chen
Chief Executive Officer
AI Transportation Acquisition Corp
10 East 53rd Street, Suite 3001
New York, NY 10022
Re: AI Transportation
Acquisition Corp
Registration
Statement on Form S-1
Filed March 15,
2023
File No. 333-270558
Dear Yongjin Chen:
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-1
Prospectus Cover Page, page 1
1. Please 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 your search for a target company
and/or 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. Your
prospectus summary
should address, but not necessarily be limited to, the risks
highlighted on the
prospectus cover page.
Yongjin Chen
FirstName LastNameYongjin
AI Transportation AcquisitionChen
Corp
Comapany
April NameAI Transportation Acquisition Corp
10, 2023
April 210, 2023 Page 2
Page
FirstName LastName
Summary, page 2
2. Disclose each permission or approval that you, your sponsor or your
officers and directors
are required to obtain from Chinese authorities to search for a target
company and to offer
the securities being registered. State whether you, your sponsor or
your directors and
officers are covered by permissions requirements from the China
Securities Regulatory
Commission (CSRC), Cyberspace Administration of China (CAC) or any
other
governmental agency and state affirmatively whether you have received
all requisite
permissions or approvals and whether any permissions or approvals have
been denied.
Please also describe the consequences to you and your investors if
you, your sponsor or
your officers and directors (i) do not receive or maintain such
permissions or approvals,
(ii) inadvertently conclude that such permissions or approvals are not
required, or (iii)
applicable laws, regulations, or interpretations change and you, your
sponsor or your
directors and officers are required to obtain such permissions or
approvals in the future.
Risk Factors, page 44
3. We note disclosure in your risk factor on page 47 that your sponsor,
officers, directors,
advisors or their affiliates may purchase shares from public
stockholders for the purpose
of voting those shares in favor of a proposed business combination,
thereby increasing the
likelihood of the completion of the combination. It is unclear how
purchases by your
sponsor, officers, directors, advisors or their affiliates from public
stockholders for the
purpose of voting those shares in favor of a proposed business
combination would comply
with the requirements of Rule 14e-5 under the Exchange Act. Please
clarify. Refer to
Tender Offer Rules and Schedules Compliance and Disclosure
Interpretation 166.01 for
guidance. We also note similar disclosure on page 31.
4. Please revise the first risk factor on page 53 relating to the stock
buyback excise tax
enacted as part of the Inflation Reduction Act in August 2022 to
disclose, if
applicable, that the excise tax could reduce the trust account funds
available to pay
redemptions or that are available to the combined company following a
de-SPAC.
Describe the risks of the excise tax applying to redemptions in
connection with:
liquidations that are not implemented to fall within the meaning
of complete
liquidation in Section 331 of the Internal Revenue Code,
extensions, depending on the timing of the extension relative to
when the SPAC
completes a de-SPAC or liquidates, and
de-SPACs, depending on the structure of the de-SPAC transaction.
Also describe, if applicable, the risk that if existing SPAC investors
elect to redeem their
shares such that their redemptions would subject the SPAC to the stock
buyback excise
tax, the remaining shareholders that did not elect to redeem may
economically bear the
impact of the excise tax.
5. Please revise the last risk factor on page 3 regarding the exclusive
forum provision in the
warrant agreement to also discuss the exclusive forum provision in the
right agreement.
Yongjin Chen
FirstName LastNameYongjin
AI Transportation AcquisitionChen
Corp
Comapany
April NameAI Transportation Acquisition Corp
10, 2023
April 310, 2023 Page 3
Page
FirstName LastName
Also, please reconcile the disclosure in the risk factor that such
provision will not apply to
suits brought to enforce any liability or duty created by "the
Securities Act and the
Exchange Act," with the warrant and rights agreements which only
exclude Exchange Act
claims.
Certain Relationships and Related Transactions, page 149
6. Please disclose the cash consideration to be paid to ARC Group Limited
for the financial
advisory services to be provided n connection with this offering.
Enforcement of Civil Liabilities, page 162
7. Please revise this section to address the enforcement risks related to
civil liabilities due to
your sponsor and your officers and directors being located in China or
Hong Kong. For
example, revise to discuss more specifically the limitations on
investors being able to
effect service of process and enforce civil liabilities in China, lack
of reciprocity and
treaties, and cost and time constraints. Additionally, please identify
each officer and
director located in China or Hong Kong and disclose that it will be
more difficult to
enforce liabilities and enforce judgments on those individuals.
Exhibits
8. Please revise the fee table in Exhibit 107 to reflect the registration
of the common stock
underlying the warrants since the warrants are exercisable 30 days
after completion of the
initial business combination, which may be less than 12 months.
Similarly register the
common stock underlying the rights, since the rights will convert into
common stock at
the time of the initial business combination. In addition, please also
revise the prospectus
to remove statements indicating you are not registering the common
stock underlying the
warrants at this time.
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.
Yongjin Chen
AI Transportation Acquisition Corp
April 10, 2023
Page 4
You may contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at
202-551-
3856 if you have questions regarding comments on the financial statements and
related
matters. Please contact Ruairi Regan at 202-551-3269 or Pam Howell at
202-551-3357 with any
other questions.
Sincerely,
FirstName LastNameYongjin Chen
Division of Corporation
Finance
Comapany NameAI Transportation Acquisition Corp
Office of Real Estate &
Construction
April 10, 2023 Page 4
cc: Deborrah Klis, Esq.
FirstName LastName