Core Points - AI Transportation Acquisition Corp (AITR) has been suspended from trading and will be delisted from Nasdaq due to failure to pay required fees and failure to file its Annual Report on Form 10-K for the year ended December 31, 2021 [1][4] - AITR does not intend to appeal Nasdaq's determination, aiming to limit costs associated with remaining listed [1] - Following delisting, AITR's Ordinary Shares may be traded on the OTC Markets Group Inc., although there are no guarantees for such trading [4] Company Overview - AITR is a special purpose acquisition company formed to effect mergers, capital stock exchanges, asset acquisitions, share purchases, reorganizations, or similar business combinations [5] - AITR completed its initial public offering on November 8, 2023, with each unit consisting of one ordinary share and one right to receive one-eighth of one ordinary share upon consummation of its initial business combination [5]

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $664,018, with $803,730 in investment income and $139,712 in operating costs [83]. - For the nine months ended September 30, 2024, the company achieved a net income of $1,719,783, driven by $2,383,892 in investment income against $664,109 in operating costs [83]. Cash and Working Capital - As of September 30, 2024, the company had $50,470 in cash and a working capital deficit of $146,362 [85]. Initial Public Offering - The company completed its Initial Public Offering on November 10, 2023, raising gross proceeds of $60,000,000 from the sale of 6,000,000 units at $10.00 per unit [86]. - The company incurred offering costs of $2,723,448 related to the Initial Public Offering, including $1,200,000 for deferred underwriting commissions [86]. Business Operations and Future Plans - The company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination [82]. - The company plans to use funds held outside the Trust Account for evaluating acquisition candidates and related due diligence expenses [89]. - The company may extend the period to consummate a Business Combination by up to 18 months, requiring the Sponsor to deposit $199,800 for each one-month extension [91]. - The company expects to incur significant costs in pursuit of its acquisition plans, raising concerns about its ability to continue as a going concern if a Business Combination is not completed [93]. Debt and Financing - The company has no long-term debt or off-balance sheet financing arrangements [94][95].

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $575,243, with investment income of $794,706 and operating costs of $219,463[76] - For the six months ended June 30, 2024, the company had a net income of $1,055,765, with investment income of $1,580,162 and operating costs of $524,397[76] - The company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination[75] Initial Public Offering - The company completed its Initial Public Offering on November 10, 2023, raising gross proceeds of $60,000,000 from the sale of 6,000,000 units at $10.00 per unit[77] - Offering costs incurred for the Initial Public Offering amounted to $2,723,448, including $1,200,000 for deferred underwriting commissions[95] - The underwriters have a 45-day option to purchase an additional 900,000 units, which has not yet been exercised[95] Cash and Working Capital - As of June 30, 2024, the company had $180,047 in cash and a working capital deficit of $6,650[77] Acquisition Plans - The company intends to use funds held outside of the Trust Account for identifying and evaluating prospective acquisition candidates and related due diligence[79] - The company expects to incur significant costs in pursuit of its acquisition plans, raising concerns about its ability to continue as a going concern if it fails to complete a Business Combination[83] - The company may extend the time to consummate a Business Combination by up to 18 months, requiring the Sponsor to deposit $199,800 for each one-month extension[81] Risk Factors - As of the date of the report, there have been no material changes to the risk factors previously disclosed, which could adversely affect the company's financial condition[91] - The company is subject to additional risk factors that may not currently be known or deemed immaterial, which could impact its business operations[91] Internal Controls and Legal Proceedings - The company has not experienced any changes in internal control over financial reporting that could materially affect its operations[90] - The company has not disclosed any legal proceedings as of the date of the report[90] Private Placement - The company also conducted a private placement of 277,750 units at $10.00 per unit, generating total gross proceeds of $2,777,500[92] - The placement shares from the private placement will not participate in any liquidating distribution if a business combination is not consummated[94] - The company has agreed to certain voting restrictions on placement shares in favor of any proposed business combination[94]

Financial Performance - The Company reported a net income of $480,522 for the three months ended March 31, 2024, with investment income of $785,456 offset by operating costs of $304,934 [96]. - The Company has not engaged in any operations or generated revenues to date, and does not expect to do so until after completing a Business Combination [95]. Cash and Working Capital - As of March 31, 2024, the Company had $290,347 in cash and a working capital of $212,813 [98]. - The net proceeds from the IPO have been invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk [110]. - The Company has no long-term debt or off-balance sheet financing arrangements [106]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) generated gross proceeds of $60,000,000 from the sale of 6,000,000 units at $10.00 per unit, with offering costs amounting to $2,723,448 [99]. - The underwriter received a cash underwriting fee of 1.4% of gross proceeds from the Public Offering, totaling $837,500, along with deferred underwriting commissions of $1,200,000 [109]. - The Company completed a private placement of 277,750 units at $10.00 per unit, generating total gross proceeds of $2,777,500 [100]. Business Combination and Future Plans - The Company may extend the period to consummate a Business Combination by up to 18 months, requiring the Sponsor to deposit $199,800 for each one-month extension [104]. - The Company expects to incur significant costs in pursuit of its acquisition plans, raising concerns about its ability to continue as a going concern if a Business Combination is not completed [105].

Financial Overview - The company raised a total of $60,600,000 from its IPO and private placement, which is held in a U.S.-based trust account[24]. - The company completed a private placement of 277,750 units at $10.00 per unit, generating gross proceeds of $2,777,500[22]. - The company has not generated any revenues to date and has only engaged in organizational activities since its inception on May 9, 2022[101]. - The company reported a total stockholders' deficit of $(682,253) as of December 31, 2023, compared to $(4,237) as of December 31, 2022[207]. - The company raised $60,000,000 through the sale of public units in its public offering, contributing significantly to its capital structure[212]. - Cash at the end of the period was $584,635, showing a net change in cash of $584,635 for the year ended December 31, 2023[215]. - The company incurred offering costs of $1,523,449 during the financing activities, impacting overall financial performance[215]. - The investment of cash in the Trust Account amounted to $60,600,000, indicating a substantial allocation of resources[215]. - The company incurred a cash underwriting fee of 1.4% of gross proceeds from the Public Offering, totaling $837,500, with deferred underwriting commissions of $1,200,000 contingent on completing a Business Combination[110]. - The total other income for the year ended December 31, 2023, was $121,187, derived from investment income earned on investments held in the Trust Account[210]. - The company had a weighted average of 2,366,106 shares outstanding, resulting in a basic and diluted net loss per share of $0.02[210]. - As of December 31, 2023, the accumulated deficit increased to $682,437 from $4,237 at the end of 2022, reflecting ongoing financial challenges[212]. Business Strategy and Focus - The company aims to focus on the AI transportation industry, targeting logistics, new energy vehicles, smart parking, and AI algorithms[19]. - The global AI transportation market is forecasted to reach $3,870,000,000 by 2026, indicating significant growth potential[31]. - The company intends to acquire businesses in the AI transportation sector, leveraging its management team's operational experience and industry network[39]. - The acquisition strategy focuses on identifying untapped opportunities within the intelligent transportation systems and mobility industry, targeting companies with solid technological foundations[41]. - The company plans to leverage its management team's network to identify acquisition opportunities in the AI and technology sectors[30]. - The company may consider targets with significant ties to China, which could present regulatory challenges[36]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of its Business Combination[100]. - The company has a liquidity need that may require additional capital through loans or investments from its Sponsor or other parties[104]. Corporate Governance - The board of directors consists of five members, divided into three classes, with each class serving a three-year term[141]. - Independent directors include Wong Ping Kuen, Ka Cheong Leung, and Dick Wai Mak, all meeting Nasdaq independence standards[139]. - The audit committee is composed solely of independent directors, with Wong Ping Kuen serving as chairman[146]. - The compensation committee, chaired by Ka Cheong Leung, is responsible for reviewing and approving executive compensation policies[148]. - The corporate governance and nominating committee, chaired by Dick Wai Mak, evaluates candidates for board nominations annually[153]. - Each member of the audit committee qualifies as an "audit committee financial expert" under SEC rules[147]. - The compensation committee will not pay any compensation to existing shareholders or officers prior to an initial business combination[150]. - The company has established procedures for handling complaints regarding accounting and internal controls[149]. - The board will evaluate the background of each candidate for director nominations, including those submitted by shareholders[155]. Operational Status - The company has not commenced any operations and will not generate operating revenues until after completing its business combination[27]. - The company has not identified any specific business combination target or initiated substantive discussions with potential targets[19]. - The company has a 12-month period to complete its initial business combination, extendable by six one-month extensions with additional deposits[24]. - The company faces substantial doubt about its ability to continue as a going concern if it does not complete a Business Combination within the prescribed time[105]. - The company has not engaged in any hedging activities and does not expect to do so in the future[113]. - The company has not drawn any amounts under related party loans as of December 31, 2023, with a potential conversion of up to $1,500,000 into additional Placement Units upon consummation of a business combination[179]. - The company has accrued $20,000 for administrative services as of December 31, 2023, with a monthly payment of $10,000 for up to twelve months[185]. - The company has a monthly administrative service agreement of $10,000 for up to 12 months, extendable to 18 months[58]. - The company has not paid any cash dividends on its ordinary shares to date and does not intend to do so prior to completing its initial business combination[87]. Shareholder Information - The holders of public shares do not have the right to appoint any directors prior to the initial business combination[169]. - AI Transportation Corp holds 1,729,750 shares, representing 22.07% of outstanding ordinary shares[165]. - The total number of ordinary shares issued and outstanding as of April 5, 2023, is 7,837,750[164]. - The founder shares held by initial shareholders may represent up to 22.68% of outstanding ordinary shares upon completion of the initial public offering[168]. - A total of 225,000 shares were forfeited among the sponsor's 1,725,000 founder shares due to the underwriter not exercising its over-allotment option[171]. - The company issued a dividend of 287,500 fully-paid shares to the sponsor on November 8, 2023[171].

Financial Performance - The Company reported a net loss of $151 for the nine months ended September 30, 2023, primarily due to operating costs[95]. - The Company has not generated any revenues to date and has only engaged in organizational activities and identifying a target company for a Business Combination[94]. Cash and Capital - As of September 30, 2023, the Company had $844 in cash and a working capital of $158,225[97]. - The Initial Public Offering (IPO) generated gross proceeds of $60,000,000 from the sale of 6,000,000 units at $10.00 per unit, with offering costs amounting to $2,723,448[98]. - The Company also completed a private placement of 277,750 units at $10.00 per unit, generating total gross proceeds of $2,777,500[99]. - The underwriter received a cash underwriting fee of 1.4% of gross proceeds, totaling $837,500, and deferred underwriting commissions of $1,200,000[108]. Business Combination Plans - The Company expects to incur significant costs in pursuit of its initial Business Combination plans and does not anticipate generating operating revenues until after the completion of such a combination[94]. - The Company may extend the period to consummate a Business Combination by up to 18 months, subject to additional funds being deposited into the Trust Account[103]. - The Company plans to use funds held outside of the Trust Account for evaluating acquisition candidates and related due diligence expenses[101]. Debt and Financing - The Company has no long-term debt or off-balance sheet financing arrangements[105][106].