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Correspondence 0001493152-23-026252 from AI Transportation Acquisition Corp (AITR, AITRR, AITRU) (CIK 0001966734)

AI Transportation Acquisition Corp (AITR, AITRR, AITRU) (CIK 0001966734)
Date: Aug. 1, 2023 · CIK: 0001966734 · Accession: 0001493152-23-026252

AI Filing Summary & Sentiment

File numbers found in text: 333-270558

Referenced dates: June 1, 2023

Date
August 1, 2023
Author
Not clearly detected
Form
CORRESP
Company
AI Transportation Acquisition Corp (AITR, AITRR, AITRU) (CIK 0001966734)

Letter

Via EDGAR Division of Corporation Finance Securities and Exchange Commission Attention: Ameen Hamady Re: AI Transportation Acquisition Corp Amended Registration Statement on Form S-1 Filed May 15, 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 comment issued in a letter by the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) dated June 1, 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, which includes June 30, 2023 financials ( “Amendment No. 3”).

In order to facilitate the review by the Staff of Amendment No. 3, we have responded, on behalf of the Company, to the comment set forth in the Staff’s 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 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 5, 7, 45, 72, and 84 of Amendment No. 3.

*****

If you have any additional questions regarding our response 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: Mr. Yongjin Chen, Chief Executive Officer

AI TRANSPORTATION ACQUISITION CORP

Show Raw Text
CORRESP
1
filename1.htm

August 1, 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 May 15, 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 comment issued in a letter
by the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) dated June
1, 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, which includes June 30, 2023 financials
( “Amendment No. 3”).

In order to
facilitate the review by the Staff of Amendment No. 3, we have responded, on behalf of the Company, to the comment set forth in the Staff’s
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 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 5, 7, 45, 72, and 84 of Amendment No. 3.

*****

If you have any additional questions regarding our response 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:
    Mr. Yongjin Chen, Chief Executive Officer

    AI TRANSPORTATION ACQUISITION CORP