SEC Comment Letter 0000000000-23-004651 to AI Transportation Acquisition Corp (AITR, AITRR, AITRU) (CIK 0001966734)
AI Transportation Acquisition Corp (AITR, AITRR, AITRU) (CIK 0001966734)
Date: May 4, 2023 · CIK: 0001966734 · Accession: 0000000000-23-004651
AI Filing Summary & Sentiment
File numbers found in text: 333-270558
Letter
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
FirstName LastNameYongjin Chen Comapany NameAI Transportation Acquisition Corp May 4, 2023 Page 2 FirstName LastName 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, Division of Corporation Finance Office of Real Estate & Construction cc: Deborrah Klis, Esq.
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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
FirstName LastNameYongjin Chen
Comapany NameAI Transportation Acquisition Corp
May 4, 2023 Page 2
FirstName LastName
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,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Deborrah Klis, Esq.