Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 22, 2024

 

 

 

AI Transportation Acquisition Corp

(Exact name of registrant as specified in its charter)

 

 

 

Cayman islands		001-41860		N/A
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

10 East 53rd Street, Suite 3001

New York, NY 10022

(Address of principal executive offices, including zip code)

 

+ (86) 1350 1152063

(Registrant’s telephone number, including area code)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Ordinary Share, par value $0.0001 per share, and one right to acquire 1/8th of one Ordinary Share		AITRU		The Nasdaq Stock Market LLC
Ordinary Shares included as part of the Units		AITR		The Nasdaq Stock Market LLC
Rights included as part of the Units		AITRR		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 13(a) of the Exchange Act. ☐

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On November 22, 2024, the Company held an extraordinary general meeting in lieu of its 2024 annual meeting (the “Extension Meeting”) to vote upon the following proposals:

 

●	a proposal (the “Extension Amendment Proposal”) to amend by special resolution the Company’s Amended and Restated Memorandum and Articles of Association (the “existing charter”) to extend the date (the “Extension Amendment”) by which the Company must (i) consummate a business combination meaning the initial acquisition by the Company, whether through a merger, share reconstruction or amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of transaction with one or more businesses whose value is at least equal to 80% of the balance in the Trust Account (excluding any deferred underwriting fees and any taxes payable on the Trust Account balance) at the time of the execution of a definitive agreement for the business combination, (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s redeemable ordinary shares included as part of the units sold in the Company’s initial public offering effective November 10, 2023, which we refer to as the “IPO,” by increasing the number of one-month extensions available to the Company under the existing charter from six one-month extensions from November 10, 2024 (the “Initial Termination Date”), to twelve one-month extensions from the Initial Termination Date, such that, unless the closing of the Company’s initial business combination shall have occurred, which we refer to as the “Extension,” and such later date, the “Extended Date,” and provided that (i) AI Transportation Corp., the Company’s sponsor (the “Sponsor”) (or its affiliates or permitted designees), will deposit into the trust account $0.0333 per public share (the “Extension Payment”) for each one-month Extension, and (ii) the procedures relating to any such one-month Extension, as set forth in the Company’s Investment Management Trust Agreement, dated as of November 8, 2023, as amended (the “Trust Agreement”), shall have been complied with, the Company will have the ability to extend the Initial Termination Date to November 10, 2025 (the “Termination Date”);
●	a proposal to amend the Company’s Trust Agreement, upon approval by the affirmative vote of sixty five percent (65%) of the then issued and outstanding ordinary shares, by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), allowing the Company to extend the Termination Date from May 10, 2025 until November 10, 2025, by way of twelve one-month extensions to up to November 10, 2025, unless the closing of the Company’s initial business combination shall have occurred, provided the Extension Payment is made (the “Trust Amendment Proposal”);
●	a proposal to amend by special resolution the Company’s Amended and Restated Memorandum and Articles of Association to remove the requirements limiting the Company’s ability to consummate an initial business combination if it would have less than $5,000,001 in net tangible assets (the “Redemption Limitation”) prior to or upon consummation of such initial business combination (the “NTA Proposal”).

 

 

The proposal to adjourn the Extension Meeting to a later date was not presented because there were enough votes to approve each of the foregoing proposals.

 

There were 7,837,750 ordinary shares of the Company issued and outstanding on October 18, 2024, the record date for the Extension Meeting. At the Extension Meeting, there were 6,941,785 ordinary shares present in person or by proxy, representing approximately 88.6% of the total ordinary shares outstanding as of the record date, which constituted a quorum.

 

The final voting results for the Extension Amendment Proposal were as follows:

 

For		%		Against		%		Abstain		%
6,542,743		83.5%		399,042		5.1%		0		0

 

The final voting results for the Trust Amendment Proposal were as follows:

 

For		%		Against		%		Abstain		%
6,542,743		83.5%		399,042		5.1%		0		0

 

The final voting results for the NTA Amendment Proposal were as follows:

 

For		%		Against		%		Abstain		%
6,692,743		85.4%		249,042		3.2%		0		0

 

Shareholders holding 1,395,408 shares of the Company’s ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $14,792,968.70 (approximately $10.60 per share) will be removed from the Trust Account to pay such holders.

 

A form of the Charter Amendment is attached as Exhibit 3.1 hereto and is incorporated by reference. The Company will file the Charter Amendment with the Cayman Islands Registrar of Companies.

 

The approved Trust Amendment Proposal led to the execution of the First Amendment to the Trust Agreement by the Company and Continental Stock Transfer & Trust Company. The final First Amendment to the Trust Agreement is attached as Exhibit 10.1.

 

Forward Looking Statements

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements are subject to certain risks and uncertainties that may cause the Company’s actual results to differ from the expectations expressed in the forward-looking statements. There can be no assurance that the Company will achieve such expectations. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
3.1		Form of First Amended and Restated Memorandum and Articles of Association of the Company
10.1		Amendment No. 1 to Investment Management Trust Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: November 27, 2024
AI TRANSPORTATION ACQUISITION CORP
By:	/s/ Yongjin Chen
Name:	Yongjin Chen
Title:	Chief Executive Officer and Chairman

 

 

Exhibit 3.1

 

FIRST AMENDMENT

TO THE

AMENDED AND RESTATED MEMORANDUM AND ARTICLES

OF ASSOCIATION

OF

AI TRANSPORTATION ACQUISITION CORP

 

Extension Amendment Proposal

 

“RESOLVED, as a special resolution, that, subject to and conditional upon the approval of the Trust Amendment Proposal, and the trust account having net tangible assets of at least US$5,000,001 as at the date of this special resolution, the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 35.2 it its entirety and the insertion of the following language in its place:

 

35.2 The Company has until 12 months from the closing of the IPO to consummate a Business Combination, provided however that if the board of directors anticipates that the Company may not be able to consummate a Business Combination within 12 months of the closing of the IPO, the Company may, by resolution of directors if requested by the Sponsor, extend the period of time to consummate a Business Combination up to twelve times, each by an additional one month (for a total of up to 24 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account in accordance with terms as set out in the trust agreement governing the Trust Account and referred to in the Registration Statement. In the event that the Company does not consummate a Business Combination within 12 months from the closing of the IPO or within up to 24 months from the closing of the IPO (subject in the latter case to valid 1 month extensions having been made in each case (such date falling 12 months or up to 24 months, as applicable, after the closing of the IPO being referred to as the Termination Date)), such failure shall trigger an automatic redemption of the Public Shares (an Automatic Redemption Event) and the directors of the Company shall take all such action necessary to (i) cease all operations except for the purpose of winding up (ii) as promptly as reasonably possible but no more than ten (10) Business Days thereafter to redeem the Public Shares to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share Redemption Price; and (iii) as promptly as reasonably possible following such Automatic Redemption Event, subject to the approval of our remaining Members and our directors, liquidate and dissolve the Company, subject to the Company’s obligations under the Act to provide for claims of creditors and the requirements of other applicable law. In the event of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their Public Shares.

 

NTA Proposal

 

“RESOLVED, as a special resolution, that, subject to and conditional upon the trust account having net tangible assets of at least US$5,000,001 as at the date of this special resolution, the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 35.5(c), in its entirety and the insertion of the following language in its place:

 

In no event will the Company consummate the Tender Redemption Offer or the Redemption Offer under Article 35.5(a) or 35.5(b) or an Amendment Redemption Event under Article 35.11 if such redemptions would cause the Company to have net tangible assets of less than any net tangible asset or cash requirement which may be contained in the agreement relating to the Business Combination.”

 

 

 

 

Exhibit 10.1

 

AMENDMENT NO. 1

TO

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT

 

THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 22, 2024, by and between AI Transportation Acquisition Corp, a Cayman Islands exempted corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee” and together with the Company, the “Parties”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).

 

WHEREAS, on November 8, 2023, the Company consummated its initial public offering of units of the Company (the “Units”), each of which is composed of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share”), and one right entitling the holder thereof to receive one-eighth (1/8th) of Ordinary Share upon consummation of an initial business combination, subject to adjustment (such initial public offering hereinafter referred to as the “Offering”);

 

WHEREAS, $60,600,000 of the gross proceeds of the Offering and sale of the private placement units were delivered to the Trustee to be deposited and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of Ordinary Shares included in the Units issued in the Offering pursuant to the Investment Management Trust Agreement made effective as of November 8, 2023, by and between the Company and the Trustee (the “Original Agreement”);

 

WHEREAS, the Company has sought and received the requisite approval of the holders of its Ordinary Shares at an Extraordinary General Meeting in lieu of the Company’s 2024 annual general meeting, held on November 22, 2024 to: (i) extend the date before which the Company must complete a business combination from November 10, 2024, subject to twelve one-month extensions to November 10, 2025 (or such earlier date after November 10, 2024 as determined by the Company’s board of directors) (the “Extension Amendment”) and (ii) extend the date before which the Company must complete a business combination from November 10, 2024, subject to twelve one-month extensions to November 10, 2025 (or such earlier date after November 10, 2024 as determined by the Company’s board of directors) by depositing into the trust account $0.0333 per public share (the “Trust Amendment”); and

 

WHEREAS, the Parties desire to amend the Amended Agreement to, among other things, reflect amendments to the Amended Agreement contemplated by the Trust Amendment.

 

 

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

 

1. Amendments to Trust Agreement.

 

1.1 The following Section 1(i) is hereby amended and restated to read in its entirety as follows:

 

(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $50,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $50,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Shareholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i) the Trustee shall keep the Trust Account open until twelve (24) months following the date the Property has been distributed to the Public Shareholders.

 

1.3 The following last sentence of the second paragraph of Exhibit B of the Original Agreement is here by amended and restated to read in its entirety as follows:

 

The Company has selected 24 months from the closing of this offering as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds.

 

All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.

 

2. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.

 

3. Compliance with Amendments. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

 

4. Governance. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

 

IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
By:	/s/ Francis Wolf
Name:	Francis Wolf
Title:	Vice President
AI TRANSPORTATION ACQUISITION CORP
By:	/s/ Yongjin Chen
Name:	Yongjin Chen
Title:	Chief Executive Officer

 

 

 

Cover	Nov. 22, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 22, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41860
Entity Registrant Name	AI Transportation Acquisition Corp
Entity Central Index Key	0001966734
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	10 East 53rd Street
Entity Address, Address Line Two	Suite 3001
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	+ (86)
Local Phone Number	1350 1152063
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Ordinary Share, par value $0.0001 per share, and one right to acquire 1/8
Title of 12(b) Security	Units, each consisting of one Ordinary Share, par value $0.0001 per share, and one right to acquire 1/8
Trading Symbol	AITRU
Security Exchange Name	NASDAQ
Ordinary Shares included as part of the Units
Title of 12(b) Security	Ordinary Shares included as part of the Units
Trading Symbol	AITR
Security Exchange Name	NASDAQ
Rights included as part of the Units
Title of 12(b) Security	Rights included as part of the Units
Trading Symbol	AITRR
Security Exchange Name	NASDAQ

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