SecProbe.io

August 14, 2024
Karl Brenza
Chief Executive Officer
ScanTech AI Systems Inc.
Americas Tower
1177 Avenue of the Americas, Suite 5100
New York, NY 10036
Re:ScanTech AI Systems Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed July 31, 2024
File No. 333-280595
Dear Karl Brenza:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 15, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-4
Cover Page
1.We note your revised disclosure in response to prior comment 2 and reissue in part. Please
revise your disclosure to clarify whether Nasdaq listing is a condition to closing of the
business combination.
2.We note your revised disclosure following the table on your cover page that "Assuming
all potential sources of dilution are taken into account and that there are no redemptions
by Public Shareholders, the ownership interests in Pubco will be approximately as follows
. . . RiverNorth will own 9.1%." Please reconcile this disclosure with your disclosure
throughout the filing that "where none of the public shareholders redeem their shares,
RiverNorth will not purchase shares under the FPA," and your disclosure in the table that
RiverNorth will hold 0% of PubCo upon closing in a "no redemption" scenario.

August 14, 2024
Page 2
Unaudited Pro Forma Condensed Combined Financial Information, page 181
3.We note under adjustment (G) any shares issued as part of this debt extinguishment are
included in the 11,144,883 shares issued to ScanTech members. Please tell us how you
determined gain or loss accounting for the extinguishment of ScanTech’s warrant,
derivative, and other liabilities pursuant to a recapitalization, as set forth in adjustment
(P), is appropriate. As necessary, please separately analyze the liabilities related to the
different parties. Similarly, please tell how us how you determined gain accounting is
appropriate related to the reclassification described in adjustment (Q).
4.As it relates to adjustment (R), please only include the charge at your pro forma annual
statement of operations for the year ended September 30, 2023.
5.As it relates to adjustment (U), please disclose any vesting conditions for these equity
incentive shares. If no vesting condition exists and the related compensation expenses
should be charged all upon issuance, please only include the charge on your pro forma
annual statement of operations for the year ended September 30, 2023.
6.We note under adjustment (F) you recorded the Earnout Shares to be issued upon
achievement of all milestones set forth in the Business Combination Agreement. Please
clarify how you determined it is appropriate to record a pro forma adjustment for these
shares. In this regard, it appears that only probable issuances should be recorded under
Rule 11-02(a)(6)(i)(A) of Regulation S-X since you are accounting for the agreement as
an equity instrument, as disclosed on page 186. Likewise, please clarify why you are
recording an expense for the shares under equity instrument and recapitalization
accounting, as set forth in adjustment (T). Please make any changes to your presentation,
as appropriate. If a change to your pro forma adjustment is made and the shares will no
longer be presented as a pro forma issuance, please also make a corresponding change
to your table on page 184.
Industry Opportunity, page 216
7.We note your response to comment 11, and that you have filed distribution agreements
with companies organized in Turkey and Canada as exhibits to your registration
statement. In your disclosure on page 219 and elsewhere, you note that you have third
party distribution agreements with partners in Canada, Turkey, Poland and Japan. Please
file the distribution agreements with your partners in Poland and Japan as exhibits to your
registration statement or tell us why you believe you are not required to do so.
Payments Triggerable by Business Combination, page 225
8.We note your revised disclosure in response to prior comment 13, including that Taylor
Freres was not involved in the search for and negotiations with potential business
combination targets. Please revise to clarify the terms of the various agreements with
Taylor Freres or its affiliates, including the services provided by Taylor Freres to the
Company, and discuss why the parties entered into a settlement agreement. Please also
revise your disclosure throughout the filing to note Taylor Freres' ownership interest in
PubCo upon closing of the business combination.

August 14, 2024
Page 3
General
9.We note your disclosure on page 67 that Mr. Huang is a citizen of Malta and based in the
United Kingdom, Mr. Jiang Wang is a citizen of St. Kitts and Nevis and based in France,
Mr. Zeyao Xue is a citizen of China, Mr. Ming Yi is a citizen of China based in China,
and Mr. Weichen Pan is a citizen of China and based in China. Please revise your filing to
include risk factor disclosure and a separate Enforceability of Civil Liabilities
section addressing the enforcement risks related to civil liabilities due to the
Sponsor having ties to, or being located outside of the United States. For example, revise
to discuss more specifically the limitations on investors being able to effect service of
process and enforce civil liabilities, lack of reciprocity and treaties, and cost and time
constraints.
            Please contact Li Xiao at 202-551-4391 or Michael Fay at 202-551-3812 if you have
questions regarding comments on the financial statements and related matters. Please contact
Benjamin Richie at 202-551-7857 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Fang Liu