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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): April 11, 2025

 

 

 

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On April 11, 2025, AI Transportation Acquisition Corp. (“AITR” or the “Company”) received a notice (the “Notice”) from the Nasdaq Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company’s failure to file its Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”), serves a basis for delisting the Company’s securities from Nasdaq.

 

On April 14, 2025, the Company received an additional notice from Nasdaq, which notified the Company that because of its failure to pay certain fees required by Listing Rule 5250(f), the Company will be delisted unless it appeals this determination. The Company does not intend to request a hearing before the panel to appeal the determination. Accordingly, the trading of the Company’s securities was suspended at the opening of business on April 16, 2025. Nasdaq intends to file a Form 25-NSE with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.

 

The Company anticipates that, upon the delisting from The Nasdaq Stock Market, the Company’s securities will be quoted on the OTC Pink Market. The Company, however, can provide no assurance that the Common Stock will commence or continue to trade on this market.

 

On April 17, 2025, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On April 17, 2025, the Company issued a press release announcing the removal of the Company’s securities from listing and registration on The Nasdaq Stock Market.

The information referenced under Item 7.01 (including Exhibit 99.1 referenced in Item 9.01 below) of this Current Report on Form 8-K is being “furnished” under “Item 7.01. Regulation FD Disclosure” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in this Current Report on Form 8-K (including Exhibit 99.1 referenced in Item 9.01 below) shall not be incorporated by reference into any registration statement, report or other document filed by the Company pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release dated April 17, 2025
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: April 17, 2025  
   
AI TRANSPORTATION ACQUISITION CORP  
   
By: /s/ Yongjin Chen                   
Name: Yongjin Chen  
Title: Chief Executive Officer and Chairman