SecProbe.io

CORRESP
1
filename1.htm

May
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

    Amended Registration Statement on Form S-1

    Filed April 25, 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 May 4, 2023, with respect to the Company’s
Amended Registration Statement on Form S-1 (the “Registration Statement”). Contemporaneously, we are filing a revised Registration
Statement via Edgar ( “Amendment No. 2”).

In
order to facilitate the review by the Staff of Amendment No. 2, 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

Prospectus
Cover Page, page 1

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 address, but not necessarily
be limited to, the risks highlighted on the prospectus cover page.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has added disclosure addressing the Staff’s
comment on the cover page, in the summary, and on pages 47, 82-83 and 103 of Amendment No. 2.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has added disclosure addressing the Staff’s
comment on the cover page and pages 5 and 78-79 of Amendment No. 2.

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.”

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 33
and 124-125 of Amendment No. 2 to address the Staff’s comment.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has added disclosure addressing the Staff’s
comment on page 55 of Amendment No. 2.

*****

If
you have any additional questions regarding any of our responses or the Registration Statement, please do not hesitate to contact Debbie
A. Klis on (202) 935-3390.

    Kindest regards,

    /s/ Rimon
    P.C.

    Rimon P.C.

cc:
Yongjin Chen, Chief Executive Officer, AI TRANSPORTATION ACQUISITION CORP