United States securities and exchange commission logo





                             June 4, 2024

       Karl Brenza
       Chief Executive Officer
       ScanTech AI Systems Inc.
       Americas Tower
       1177 Avenue of the Americas, Suite 5100
       New York, NY 10036

                                                        Re: ScanTech AI Systems
Inc.
                                                            Amendment No. 3 to
Draft Registration Statement on Form S-4
                                                            Submitted May 13,
2024
                                                            CIK No. 0001994624

       Dear Karl Brenza:

            We have reviewed your amended draft registration statement and have
the following
       comments.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional
       comments. Unless we note otherwise, any references to prior comments are
to comments in our
       March 18, 2024 letter.

       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.
   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
 Karl Brenza
FirstName  LastNameKarl
ScanTech AI  Systems Inc.Brenza
Comapany
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         Meeting, including the percentage of shares outstanding that were
redeemed at the
         meeting.
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.
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.
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.
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.
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
 Karl Brenza
ScanTech AI Systems Inc.
June 4, 2024
Page 3
         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.
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.
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.
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
FirstName LastNameKarl Brenza
       agreements comply with Rule 14e-5. Finally, please clarify whether you
intend to register
Comapany
       theseNameScanTech
             share issuances.AI Systems Inc.
June 4, 2024 Page 3
FirstName LastName
 Karl Brenza
FirstName  LastNameKarl
ScanTech AI  Systems Inc.Brenza
Comapany
June 4, 2024NameScanTech AI Systems Inc.
June 4,
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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.
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.
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.
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.
 Karl Brenza
FirstName  LastNameKarl
ScanTech AI  Systems Inc.Brenza
Comapany
June 4, 2024NameScanTech AI Systems Inc.
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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.
Certain Projected Financial Information, page 143

16.      We note your revised disclosure in response to comment 28 and reissue
in part. With
         regard to Network 1 and the Board's consideration of certain projected
financial
         statements from 2023 through 2032, with a focus on 2024 through 2028,
please explain
         the reliability of these projections given your disclosure of delays
pushing TSA clearance
         to at least Q1 of 2025. Please also further support the market
penetration projections in the
         regions in which you do not have established partnerships or
regulatory approval. Please
         make conforming changes within your Industry Opportunity section,
beginning on page
         208, as well.
Unaudited Pro Forma Condensed Combined Financial Information, page 176

17.      We have reviewed your revised disclosure in response to prior comment
31 and have the
         following comment. We note your disclosure that    ScanTech has
secured agreements or is
         in the final stages of discussion to secure signed agreements, from
holders of promissory
         indebtedness, including Catalytic, that converts such indebtedness to
common shares of
         PubCo upon the closing of the Business Combination,    and    ScanTech
has secured
         agreements with holders of warrants and other derivatives for the
cancellation of such
         derivatives upon the closing of the Business Combination.    Please
file the relevant
         agreements as exhibits to your registration statement or tell us why
you do not believe you
         are required to do so. In addition, to the extent you have not
executed certain of these
         agreements, please continue to disclose the status of negotiations
related to these
         agreements, and file any related term sheets, letters of intent, or
other, material ancillary
         agreements related to these agreements and negotiations. If and when
these agreements
         are executed, please file the same as exhibits to your registration
statement. See Item
         601(b)(10) of Regulation S-K. Lastly, please revise your disclosure to
provide in tabular
         form the dollar amount related to each separate conversion and the
related number of
         common shares.
 Karl Brenza
FirstName  LastNameKarl
ScanTech AI  Systems Inc.Brenza
Comapany
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18.      Disclosure on pages 14 and 125 appears to indicate that the $1,000,000
received under the
         Polar agreement is a liability, but pro forma entry (K) appears to
indicate that the
         $1,000,000 is an equity transaction. Please clarify your accounting
and the terms of the
         agreement.
19.      Please revise adjustment (M) to include the calculations used to
determine the gains and
         other income.
20.      Please update the Pro Forma Outstanding PubCo Common Stock table on
page 179 to
         include the common shares to be issued under adjustment (G). In
addition, please provide
         a separate table of all pro forma fully diluted shares that are not
included in the current
         table.
Comparative Historical and Unaudited Pro Forma Per Share Financial Information,
page 187

21.      We note your disclosure that "the unaudited pro forma combined book
value per share
         information below does not purport to represent what the value of Mars
and ScanTech
         would have been had Mars and ScanTech consummated a business
combination during
         the period presented." However, we were unable to find the "book value
per share" in your
         table. Please advise.
SENTINEL Scanner, page 205

22.      We note your revised disclosure in response to comment 33 and reissue
in part. Please
         explain how you measure "superior" threat detection capacity and
"superior
         technology." Also, when discussing SENTINEL's performance compared to
rotating
         gantry systems or other scanners currently operational, quantify your
claims of lower
         maintenance costs, reduced downtime, and lower operating costs.
Industry Opportunity, page 208

23.      We note your disclosure that "To date, we have entered into third
party distribution
         agreements with partners to assist with the distribution, promotion
and sales of
         SENTINEL in Canada, Russia, Turkey, Poland, Japan and Spain. These
agreements are
         critical in the facilitation of sales efforts for our products outside
of the United States."
         Please file these distribution agreements as exhibits to your
registration statement, or tell
         us why you believe you are not required to do so. See Item 601(b)(10)
of Regulation S-K.
Intellectual Property, page 214

24.      Please revise to reinstate the footnote to your patent table
indicating that the patents are
         utility patents.
Facilities, page 215

25.      Please file the VJ Properties, LLC lease as an exhibit. Refer to Item
601(b)(10)(ii)(D) of
         Regulation S-K.
 Karl Brenza
ScanTech AI Systems Inc.
June 4, 2024
Page 7
Payments Triggerable by Business Combination, page 216

26.   We note your disclosure that "[t]he Company also has various agreements
with Taylor
      Freres Americas or its affiliates (   Taylor Freres   ), a financial
advisor, that may require
      payments to be made to Taylor Freres in connection with the consummation
of the
      business combination," and "[t]he Company is unable to determine the
amount of such
      obligations as of the date hereof." Given that the company appears to
have executed
      agreements with Taylor Freres, please tell us why you are unable to
quantify the amount
      of fees to be made in connection with the consummation of the business
combination
      under these agreements. As a related matter, please quantify the portion
of the deferred
      EGS fee, if material.
General

27.   We note your revised disclosure throughout your filing that "the Business
Combination
      Agreement was also amended on April 2, 2024, to reflect the revised
Merger
      Consideration and issuance of Pubco Common Stock upon consummation of the
Business
      Combination." Please revise to disclose the specific changes between the
initial Merger
      Consideration and revised Merger Consideration, and revised issuance of
Pubco Common
      Stock upon consummation of the Business Combitnation.
       Please contact Michael Fay at 202-551-3812 or Li Xiao at 202-551-4391 if
you have
questions regarding comments on the financial statements and related matters.
Please contact
Benjamin Richie at 202-551-7857 or Katherine Bagley at 202-551-2545 with any
other
questions.



                                                            Sincerely,

FirstName LastNameKarl Brenza                               Division of
Corporation Finance
                                                            Office of
Industrial Applications and
Comapany NameScanTech AI Systems Inc.
                                                            Services
June 4, 2024 Page 7
cc:       Fang Liu
FirstName LastName