July 15, 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.
           Registration Statement on Form S-4
           Filed June 28, 2024
           File No. 333-280595
Dear Karl Brenza:

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

       Please respond to this letter by amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note otherwise,
any references to prior comments are to comments in our June 4, 2024 letter.

Registration Statement on Form S-4
Cover Page

1.     We note your revisions to your beneficial ownership table on your cover
page, and your
       revised narrative disclosure that "[t]he shares owned by Public
Shareholders under the
       maximum redemption scenario include (i) 1,380,000 Ordinary Shares
underlying the
       Public Rights and (ii) 1,500,000 Ordinary Shares purchased by RiverNorth
under the
       FPA, both of which will be converted into Pubco Common Stock at
Closing." Given that
       RiverNorth will purchase shares separately pursuant to the FPA, please
revise your table
       to separately present the beneficial ownership of RiverNorth and the
Public Shareholders.
2.     We note your disclosure on page 77 that "Mars and ScanTech is actively
considering
       applying for a transfer to The Nasdaq Capital Market or another exchange
for the listing
       of the Pubco Common Stock upon Closing." Please revise your disclosure
on the cover
 July 15, 2024
Page 2

       page and throughout your filing to clarify that Mars and ScanTech are
actively
       considering applying for listing on another exchange, clarify whether
PubCo has applied
       or will apply for listing on the Nasdaq Capital Market, and clarify
whether Nasdaq listing
       is a condition to closing or if the combined company may be listed on
another exchange.
Risk Factors
Seaport has agreed with both Mars and ScanTech . . ., page 98

3.     We note your revised disclosure that "[t]he New Seaport Agreement will
impose
       operating and financial restrictions on us. These restrictions will
limit our ability to,
       among other things, incur additional indebtedness, create additional
liens on our assets,
       make certain investments and dispose of assets, subject, in each case,
to various
       exceptions and conditions to be described in the New Seaport Agreement."
Please revise
       your disclosure to briefly describe the relevant restrictions, when
finalized.
Comparable Company Analysis, page 149

4.     We note your revised disclosure in response to comment 14, including
that the specific
       financial information considered by Network 1 included companies "whose
valuation
       metrics are generally different than smaller companies." Please describe
what is meant by
       "generally different" than smaller companies, and why Network 1 included
this selection
       criteria. Please also define "NM" as it is used in your table on page
149.
Unaudited Pro Forma Condensed Combined Financial Information, page 182

5.     We have reviewed your revised disclosure in response to prior comment 17
as part of
       adjustment (G) and have the following comment. Please provide a separate
adjustment for
       each separate agreement and also disclose the related number of shares
and
       the corresponding dollar amounts.
6.     We have reviewed your revised disclosure in response to prior comment 18
as part of
       adjustment (K) and have the following comment. Please:

             explain to us your accounting for the 1,250,000 shares issued to
Polar;

             provide a pro forma adjustment to reflect the $12,337,500 expense
as part of your pro
           forma statement of operations for the year ended December 31, 2023,
or explain to us
           your position on it. Refer to Rule 11-02(a)(6)(i)(B) of Regulation
S-X; and

             provide a pro forma adjustment to reflect the funds received and
corresponding
           liability. Refer to Rule 11-02(a)(6)(i)(B) of Regulation S-X.
7.     As it relates to adjustment (N), please tell us how you considered
providing a pro forma
       adjustment related to the stock compensation under the Equity Incentive
Plan.
8.     We have reviewed your revised disclosure in response to prior comment 19
as part of
       adjustment (Q) and have the following comment. As previously requested,
please include
       the calculations used to determine the gains and other income. In
addition, clarify why
       you have provided a pro forma adjustment to recognize the gain, and also
why you have
       not provided an adjustment to eliminate the change in fair value of
warrant and derivative
 July 15, 2024
Page 3

       liabilities. In that regard, you state at page 182 that your pro forma
combined statement of
       operations assumes that the Transactions have been completed at the
beginning of the
       period.
9.     As it relates to adjustment (R), please similarly provide us your
calculation of the gain and
       clarify for us why you have recorded a gain related to the
reclassification of ScanTech   s
       redeemable Series A shares to permanent equity when the dividends have
been excluded
       from Net (loss), as set forth on pages F-48 and F-72.
10.    We have reviewed your response to comment 20 and have the following
comment. We
       note the reference above the table on page 185 states "the following
table shows the basic
       and diluted outstanding shares of Pubco after giving effect to the
Business
       Combination;" however, it does not include the diluted shares as set
forth on pages 195
       and 196. Also, please clarify the reason why these diluted share figures
do not agree with
       the diluted share figures in the table on page 15, or make any necessary
changes.
Industry Opportunity, page 216

11.    We note your response to comment 23 but we are not persuaded by your
response. Given
       your disclosure that "[t]hese agreements are critical in the
facilitation of sales efforts for
       our products outside of the United States," please provide a more
detailed legal analysis as
       to why these agreements are not material to your business. In this
regard, we also note
       your disclosure on page 152 that "distribution in key global markets
both in aviation and
       in commercial infrastructure is a critical assumption to obtaining new
customer contracts
       and orders."
Ancillary Markets, page 220

12.    We note your revised disclosure that "ScanTech has initiated plans to
penetrate ancillary
       markets and was recently awarded its first contract to install its
top-line fixed gantry CT
       systems in two of Ontario Power Generating Company   s nuclear power
plants in Canada."
       Please file these contracts as exhibits to your registration statement
or tell us why you
       believe you are not required to do so. In addition, please describe the
material terms of
       these contracts in your filing.
Payments Triggerable by Business Combination, page 224

13.    We note your revised disclosure in response to comment 26 that "On June
18, 2024, the
       Company entered into a settlement agreement regarding its obligations to
Taylor Freres,"
       a financial advisor. Please revise your discussion of the background of
the business
       combination to clarify Taylor Freres' role in finding a business
combination target and
       negotiating the business combination, if any. In addition, please
describe any negotiations
       between the parties to the business combination related to the
settlement agreement and
       its material terms.
Beneficial Ownership of Securities, page 248

14.    We note your revised disclosure in footnote 2 on page 250 that "[p]er
the terms of the
       2023 Seaport Note, the Company granted the Seaport Group LLC Profit
Sharing Plan, an
       affiliate of Seaport Global Asset Management, LLC, an option to purchase
a percentage
       of membership interests of the Company (determined on a fully diluted
basis at the time
 July 15, 2024
Page 4

       of such exercise) equal to (i) the outstanding principal amount under
such note, plus
       accrued and unpaid interest by (ii) $20,010,000. Amounts included herein
assume Seaport
       exercises said option simultaneous to the consummation of the business
combination."
       Please revise your table on page 15 and throughout your registration
statement to account
       for this option exercise, or tell us why you do not believe this
exercise should be reflected
       in your tables showing potential sources of dilution.
General

15.    Please have Karl Brenza sign the registration statement in his capacity
as the Chief
       Financial Officer and Director.
       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,

                                                            Division of
Corporation Finance
                                                            Office of
Industrial Applications and
                                                            Services
cc:   Fang Liu