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June 28, 2024

Via EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn.:

    Michael Fay

    Li Xiao

    Benjamin Richie

    Katherine Bagley

    Re:

    ScanTech AI Systems Inc.

    Response to the Staff’s Comments on

    Amendment No. 3 to Draft Registration
    Statement on Form S-4

    Submitted May 13, 2024

    CIK No. 0001994624

Dear Madam and Sirs:

ScanTech AI Systems Inc., a Delaware corporation
(the “Company”), submits to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”)
the Company’s responses to the comments contained in the Staff’s letter dated June 4, 2024 on the Amendment No. 3
to the Company’s Draft Registration Statement on Form S-4 previously submitted on May 13, 2024 (the “Amendment No.3”).

Concurrently
with the submission of this letter, the Company is filing the Registration Statement on Form S-4 (the “Registration
Statement”) with the Commission.

The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the
language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth
in the Registration Statement.

Amendment No. 3 to Draft Registration Statement on Form S-4

Cover Page

 1. We note your revised disclosure in response to comment 3, including the aggregate number of shares of Pubco Common Stock to be
held by Company Holder Participants. Please revise your disclosure to provide an estimate of the per share exchange ratio showing how
many shares of Pubco Common Stock Company Holder Participants will receive for each unit of ScanTech held by these shareholders.

Response:
In response to the Staff’s comments, we have revised the disclosure on the cover page.

 2. We note your revised disclosure in response to prior comment 4, and reissue the comment in part. Please revise your cover page disclosure
to discuss the Initial Extension Meeting, including the percentage of shares outstanding that were redeemed at the meeting.

Response:
In response to the Staff’s comments, we have revised the disclosure on the cover page.

Certain Defined Terms

Earnout Milestones, page 2

 3. Here and as appropriate throughout your filing, please provide the specific Earnout Milestones, including commercial milestones
and revenue and EBITDA milestones.

Response:
In response to the Staff’s comments, we have revised the disclosure on pages 2, 4, 5, 6, 15, 35, 64, and 141.

Prepaid Forward Purchase Agreement, page 36

 4. We note your response to prior comment 7, and your amended disclosure on page 37, including that "such purchases . .
. would be made in compliance with Rule 14e-5 under the Exchange Act, relying on Tender Offer Compliance and Disclosure Interpretation
166.01." This disclosure appears to conflict with your response that the FPA with RiverNorth satisfies the requirement in the exemption
in 14e-5(b)(7), and we are not persuaded by your response that the FPA satisfies the exemption, given the requirement in 14e-5(b)(7)(ii) that
the agreement is "unconditional and binding on both parties," and your disclosure that "RiverNorth may, but is not obligated
to, purchase Ordinary Shares in the open market. . ." (emphasis added). Therefore, please clarify, if true, that you intend to make
purchases in compliance with Rule 14e-5 relying on Tender Offer Compliance and Disclosure Interpretation 166.01. In addition, please
revise your filing to clarify that RiverNorth will purchase the SPAC securities at a price no higher than the price offered through the
SPAC redemption process, as discussed in the Compliance and Disclosure Interpretation.

Response:
In response to the Staff’s comments, we have revised the disclosure on pages 38, 46, 59 and 128.

 5. We note your response to prior comment 9. Revise the disclosure in your registration statement to quantify the amount that the
Company will pay RiverNorth following the closing of the Business Combination, estimated as of a reasonably practicable date.

Response:
In response to the Staff’s comments, we have revised the disclosure on pages 39, 46, 59, and 128.

Risk Factors Summary, page 46

 6. We note you included a new summary risk factor relating to your payroll tax liability of approximately $5.4 million but you do
not explain this risk within the Risk Factors section. Please revise your disclosure to discuss this risk related to ScanTech, to include
any material consequences for or impacts on the Company and any material steps taken to mitigate these risks or consequences.

Response:
In response to the Staff’s comments, we have revised the disclosure on pages 50 and 96.

Risk Factors

There is no minimum cash condition . . ., page 55

 7. We note your revised disclosure in this risk factor that "Even without any additional redemptions in connection with the Business
Combination, unless Mars or ScanTech raise additional capital, the Business Combination would result in proceeds significantly less than
the amount assumed by the ScanTech when preparing the projections." Given this disclosure, please clarify whether and to what extent
management considered obtaining revised projections and a revised fairness opinion. As a related matter, where you discuss sources and
uses of funds in your summary on page 43, it appears that your estimate for sources of cash is based on your projections. Please
revise your sources and uses disclosure on page 43 to include an estimate of the sources and uses of funding after the business combination
as of a recently practicable date, including not only the Trust Account, but other sources of funding such as the Transaction Financing
or other financing.

Response:
In response to the Staff’s comments, we have revised the disclosure on pages 58 to 59, and on page 158.

The value of the Founder Shares following completion of the Business
Combination, page 61

 8. We note your response and revised disclosure in response to comment 11, including that "[b]ased on these assumptions, each
Ordinary Share would have an implied value of $10.83 per share upon completion of the Business Combination," and "[a]ssuming
a trading price of $10.83 per share upon consummation of the Business Combination . . . ." Therefore, it appears that the price per
share in your revised table represents an assumed trading price. Please amend your disclosure to show the potential impact of redemptions
on the per share value of the shares owned by non-redeeming shareholders at each redemption level, taking into account not only the money
in the trust account, or an assumed trading price, but the post-transaction equity value of the combined company. Your disclosure should
show the impact of certain equity issuances on the per share value of the shares, including the exercises of public and private rights
under each redemption scenario.

Response:
In response to the Staff’s comments, we have revised the disclosure on pages 63 to 65.

Nasdaq may delist Mars' securities from trading . . ., page 72

 9. Please disclose the calendar date by which you must regain compliance with Nasdaq listing standards. In this regard, we note your
disclosure that "In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Mars has 180 calendar days from the date of the MVLS
Deficiency Notice (the “Compliance Date”), to regain compliance with respect to the MVLS Requirement," but the calendar
date by which you must comply is unclear.

Response:
In response to the Staff’s comments, we have revised the disclosure on page 77.

Redemption Offer, page 111

 10. We note your revised disclosure that "[e]ach holder of Ordinary Shares that elects not to participate in the Closing Redemption
(“Non-Redeeming Shareholders”) will receive one additional share of Pubco Common Stock for each Ordinary Share that is not
redeemed in the Closing Redemption." Please clarify whether this redemption offer applies to only public shareholders, or if it applies
to Insiders, other affiliates, or Maixm, that have agreed not to redeem their shares. To the extent any of the non-redeeming shareholders
are "covered persons" for purposes of Rule 14e-5, please clarify how these non-redemption agreements comply with Rule 14e-5.
Finally, please clarify whether you intend to register these share issuances.

Response: In response to the Staff’s comments, we have
revised the disclosure on page 116 to reflect that the redemption offer applies to all holders of outstanding Ordinary Shares, including
Public Shareholders, Insiders, and Maxim. Additionally, we respectfully acknowledge the Staff’s comment and note that it is
the Company’s view that the one additional share to be issued pursuant to the Second Business Combination Agreement Amendment is
not subject to Rule 14e-5. This is because each shareholder who may receive the additional share has held a certain number of shares
prior to the date of the Extraordinary General Meeting, is not required to vote in favor of the Business Combination at the Extraordinary
General Meeting, and is not required to purchase any shares during the period commencing with the announcement of the Business Combination
Agreement and ending upon the expiration of the redemption deadline in connection with the Extraordinary General Meeting to approve the
Business Combination contemplated by the Business Combination Agreement. Therefore, the Company does not believe that the Second Business
Combination Agreement Amendment constitutes an arrangement by which the Sponsor or any affiliates of the Sponsor violate the Rule 14e-5
prohibition against purchases of shares outside of the redemption offer, to the extent that the redemption offer constitutes a tender
offer. The additional share will be issued 90 days following the Closing, or such other period as may be agreed upon by the parties to
the Business Combination Agreement, and these shares may be registered after the Closing.

Background of the Business Combination, page 127

 11. We note the revised disclosure in response to prior comment 17 and reissue the comment. Please provide a detailed legal analysis
discussing why you do not identify the advisor in your filing, including a discussion of why identifying the advisor is not material to
investors. Alternatively, identify the advisor. Additionally, within the timeline section of the Background of the Business Combination,
please provide further detail regarding the substance of any discussions and or meetings with the advisor.

Response:
We respectfully advise the Staff that we do not believe that the disclosure of the advisor’s name is required in the Registration
Statement. Among other things, the role of the advisor was limited to (i) assisting ScanTech in reviewing certain internal matters
in anticipation of a business combination, (ii) facilitating coordination among ScanTech, its accounting consultant and its independent
auditor regarding financial disclosures and (iii) helping with certain diligence matters. The advisor did not play a substantial
role in the negotiation of the terms of the Business Combination Agreement or preparation of the disclosures in the Registration Statement.
Additionally, the advisor was also not involved in negotiating or advising on (i) the enterprise value of ScanTech, (ii) terms of the Business Combination Agreement, including the earnout,
(iii) discussions with potential financing sources, (iv) the forward purchase agreement with RiverNorth, (iii) the structure of the business
combination, (iv) preparation of financial projections or (iv) the description of ScanTech’s
business in the Registration Statement. Accordingly, we do not believe that the disclosure of the advisor’s name would be material
to investors.

 12. We note your revised disclosure in response to comment 18 and reissue in part. Please revise your disclosure to further clarify:
(1) the assumptions underlying the overall growth potential of ScanTech’s products which supported the increased valuation
to $110 million, given that the initial $100 million valuation was based on, among other things, ScanTech's projections; and (2) the
removal of the minimum cash condition, including the reasons why management believed this type of provision to be an impediment to achieving
a closing and how the parties agreed on final terms. In your discussion, please consider disclosing any underlying assumptions, who the
discussing parties were, whether there were alternatives considered, and explain how the determinations were ultimately made. In this
regard, we note that these discussions were held over four days and Mr. Brenza and Mr. Falconer "exchanged comments"
on these subjects.

Response:
In response to the Staff’s comments, we have revised the disclosure on pages 19, 58, 135, 137, 143, and 184. We respectfully inform the Staff that the enterprise value has not changed since Mars and ScanTech agreed upon
the LOI. The Second Business Combination Agreement Amendment, entered on April 2, 2024, reflects the detailed calculation of the number
of shares of Pubco Common Stock to be paid to Company Holder Participants.

 13. We note your response to prior comment 23. Please revise your disclosure to include the substance of your response as disclosure
in your filing.

Response:
In response to the Staff’s comments, we have revised the disclosure on pages 147 and 148.

The Mars Board and Special Committee's Reasons for the Approval
of the Business Combination, page 137

 14. We note your revised disclosure in response to comment 26. Please revise your disclosure as follows:

 · with respect to the comparable companies criteria, describe
the specific "certain financial and operating information" criteria considered that resulted in the selection of the comparable
companies. Please also describe the relevant end-markets served and platforms. Please clarify the "public trading activity,"
and "operational, business and/or financial characteristics" of ScanTech that were used to select or disqualify other companies.

 · detail the specific "financial and operating information"
reviewed by Network 1 in its review of the comparable companies, the relevant multiples for each of the named companies, and how these
multiples were calculated. Consider presenting relevant financial information, operating information, and multiples in tabular format.
Explain how this information was considered in arriving at the enterprise valuation range for ScanTech.

Response:
In response to the Staff’s comments, we have revised the disclosure on pages 149 to 150.

Discounted Cash Flow Analysis, page 142

 15. We note your revised disclosure in response to to prior comment 29 and reissue the comment. Specifically, we note your disclosure
that "Network 1 reviewed ScanTech’s projections for fiscal years ended December 31, 2023 to December 31, 2032, focusing
specifically on the years 2023 to 2028. Network 1 analyzed the estimated future free cash flow (“FCF”) projected for ScanTech
from 2024-2028 and discounted this stream of cashflows back to a present value using ScanTech’s estimated weighted average cost
of capital (“WACC”)." Given that your discounted cash flow analysis relates to a range of years from 2024-2028, please
present your analysis in tabular format, to show future free cash flow, discount rates, and present value for each of the relevant years.
In addition, we note your disclosure that "Network 1 derived a range of discount rates from 25% to 35% and a range of EBITDA exit
multiples of 6x to 8x." Please clarify how Network 1 selected these ranges.

Response:
In response to the Staff’s comments, we have revised the disclosure on pages 150 to 151.

Certain Projected Financial Information, page 143

 16. We note your revised disclosure in response to comment 28