As filed with the Securities and Exchange Commission on November 8, 2023
Registration No. 333-270558
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 7
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AI TRANSPORTATION ACQUISITION CORP
(Exact name of registrant as specified in its charter)
| Cayman Islands | | 6770 | | N/A |
(State or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code Number) | | (I.R.S. Employer Identification Number) |
10 East 53rd Street, Suite 3001
New York, NY 10022
+ (86) 1350 1152063
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Yongjin Chen
Chief Executive Officer
AI TRANSPORTATION ACQUISITION CORP
10 East 53rd Street, Suite 3001
New York, NY 10022
+ (86) 1350 1152063
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Debbie A. Klis, Esq. Rimon, P.C. 1990 K. Street, NW, Suite 420 Washington, DC 20006 Telephone: (202) 935-3390 | | Mitchell S. Nussbaum, Esq.
David J. Levine, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154 Telephone: (212) 407-4000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large-accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large-accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large-accelerated filer | ☐ | Accelerated filer | ☐ |
| | | | |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | | | |
| | | Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
AI Transportation Corp is filing this Amendment No. 7 to the Registration Statement on Form S-4 (File No. 333-265353) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature pages to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 21. | Exhibits and Financial Statement Schedules |
Exhibit Index
Exhibit No. | | Description |
| | | |
| 1.1** | | Form of Underwriting Agreement |
| | | |
| 3.1** | | Memorandum of Association |
| | | |
| 3.2** | | Form of Amended and Restated Memorandum and Articles of Association |
| | | |
| 4.1** | | Specimen Unit Certificate |
| | | |
| 4.2** | | Specimen Ordinary Share Certificate |
| | | |
| 4.3** | | Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant |
| | | |
| 4.4** | | Specimen Rights Certificate |
| | | |
| 5.1* | | Form of Opinion of Rimon, P.C. |
| | | |
| 5.2** | | Opinion of Ogier (Cayman) LLP – Cayman Islands |
| | | |
| 10.1** | | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant |
| | | |
| 10.2** | | Form of Registration Rights Agreement among the Registrant and certain securityholders |
| | | |
| 10.3** | | Form of Placement Unit Purchase Agreement between the Registrant and AI TRANSPORTATION CORP |
| | | |
| 10.4** | | Form of Indemnity Agreement |
| | | |
| 10.5** | | Promissory Note, dated as June 1, 2022, issued to AI TRANSPORTATION CORP |
| | | |
| 10.6** | | Securities Subscription Agreement, dated January 1, 2023, between the Registrant and AI TRANSPORTATION CORP |
| | | |
| 10.7** | | Form of Letter Agreement between the Registrant, AI TRANSPORTATION CORP and each director and officer of the Registrant |
| | | |
| 10.8** | | Form of Administrative Support Agreement by and between the Registrant and AI TRANSPORTATION CORP |
| | | |
| 14** | | Form of Code Ethics |
| | | |
| 23.1* | | Consent of MaloneBailey, LLP |
| | | |
| 23.2* | | Consent of Rimon, P.C. (included in Exhibit 5.1) |
| | | |
| 23.3** | | Consent of Ogier (Cayman) LLP – Cayman Islands (included in Exhibit 5.2) |
| | | |
| 24** | | Power of Attorney (included on the signature page herein) |
| | | |
| 99.1** | | Form of Audit Committee Charter |
| | | |
| 99.2** | | Form of Compensation Committee Charter |
| | | |
| 99.3** | | Form of Nominating Committee Charter |
| | | |
| 99.4** | | Consent of Wong Ping Kuen |
| | | |
| 99.5** | | Consent of Ka Cheong Leung |
| | | |
| 99.6** | | Consent of Dick Wai Mak |
| | | |
| 107** | | Filing Fee Table (as previously filed) |
* Filed herewith
** Previously filed
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China on the 7th day of November 2023.
| | AI TRANSPORTATION ACQUISITION CORP |
| | | |
| | By: | /s/ Yongjin Chen |
| | Name: | Yongjin Chen |
| | Title: | Chief Executive Officer and Director |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| /s/ Yongjin Chen | Date: November 7, 2023 |
| Name: | Yongjin Chen | |
| Title: | Chief Executive Officer, Chairman of the Board of Directors and Executive Director (Principal Executive Officer) | |
| | | |
| /s/ Yun Wu | Date: November 7, 2023 |
| Name: | Yun Wu | |
| Title: | Chief Financial Officer and Executive Director (Principal Financial Officer and Principal Accounting Officer) | |
| | | |
| * | Date: November 7, 2023 |
| Name: | Wong Ping Kuen | |
| Title: | Director | |
| | | |
| * | Date: November 7, 2023 |
| Name: | Ka Cheong Leung | |
| Title: | Director | |
| | | |
| * | Date: November 7, 2023 |
| Name: | Dick Wai Mak | |
| Title: | Director | |
* By Mr. Yongjin Chen, as attorney-in-fact
