SecProbe.io

CORRESP
1
filename1.htm

September
29, 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

    Registration
    Statement on Form S-1

    Filed
    September 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 comments issued
in a letter by the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) dated
September 25, 2023, with respect to the Company’s Registration Statement on Form S-1 (the “Registration Statement”).
Contemporaneously, we are filing a revised Registration Statement via Edgar (the “Amendment No. 6”).

In
order to facilitate the review by the Staff of the Amendment No. 6, 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

Cover
Page

1.
Refer to prior comment 1. Please further revise your disclosure to clearly address the risks prior to a business combination. 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 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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has added prominent disclosure to clearly
address the risks prior to a business combination including prominent disclosure about the legal and operational risks associated with
the Sponsor being located in and a majority of its executive officers and/or directors being located in or having significant ties to
China and that these risks could result in a material change in the value of the securities the Company is registering for sale or could
significantly limit or completely hinder its ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.

General

2.
We note you have filed the form of the opinion as exhibit 5.1. Please file the executed and dated opinion in a pre-effective amendment.
In addition, please remove the assumption that “the Rights Agreement to be entered into in connection with the Rights has been
duly authorized, executed and delivered by the Rights Agent and the Company, and is a valid, binding and enforceable agreement of each
party thereto,” as such assumption goes to the underlying opinion. Lastly, please clearly disclose the state law upon which your
opinion is based, rather than assuming the agreement will be governed by New York law.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised and refiled its executed and
dated opinion at Exhibit 5.1.

*****

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

    Kindest
    regards,

    /s/
    Rimon P.C.

    Rimon
    P.C.

cc:
Yongjin Chen, Chief Executive Officer

AI
TRANSPORTATION ACQUISITION CORP