United States securities and exchange commission logo
May 4, 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
Amended
Registration Statement on Form S-1
Filed April 25,
2023
File No. 333-270558
Dear Yongjin Chen:
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
10, 2023 letter.
Amended Registration Statement on Form S-1
Cover Page
1. Your revised disclosure
in response to prior comment 1 does not appear to address several
elements of that
comment; therefore, we reissue the comment. 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 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
Yongjin Chen
AI Transportation Acquisition Corp
May 4, 2023
Page 2
address, but not necessarily be limited to, the risks highlighted on the
prospectus cover
page.
2. Refer to prior comment 2. Please revise your disclosure to address the
newly released set
of regulations, including the Trial Administrative Measures of Overseas
Securities
Offering and Listing by Domestic Companies, published by the China
Securities
Regulatory Commission on February 17, 2023 that took effect on March 31,
2023.
Describe the impact to you from the Trial Measures, if any.
Risk Factors, page 44
3. We note your response and reissue prior comment 3. It remains 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. In addition, please reconcile the disclosure on page
31 that "to the
extent that any public shares are purchased, such public shares will not
be voted as
required by Tender Offers and Schedules Compliance and Disclosure
Interpretations
Question 166.01 promulgated by the SEC" with the disclosure in the next
paragraph that
"the purpose of any such purchases of shares could be to vote such shares
in favor of the
initial business combination and thereby increase the likelihood of
obtaining shareholder
approval of the initial business combination or to satisfy a closing
condition in an
agreement with a target that requires us to have a minimum net worth or a
certain amount
of cash at the closing of our initial business combination, where it
appears that such
requirement would otherwise not be met."
4. Refer to prior comment 4. Please include a statement that the remaining
shareholders that
do not elect to redeem may economically bear the impact of the excise
tax.
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
May 4, 2023 Page 2
cc: Deborrah Klis, Esq.
FirstName LastName