AI TRANSPORTATION ACQUISITION CORP filed SEC Form 8-K: Termination of a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on June 28, 2024, AI Transportation Acquisition Corp (the “Company”) entered into a Business Combination Agreement (the “Business Combination Agreement”) with Electrified Materials Corporation, a Delaware corporation (“Pubco”), (iii) AITR Merger Sub 1 Corp, a Delaware corporation and a wholly-owned subsidiary of Pubco (“Merger Sub 1”), (iv) AITR Merger Sub 2 Corp, a Delaware corporation and a wholly-owned subsidiary of Pubco (“Merger Sub 2”), and (v) American Metals LLC, an Indiana limited liability company (“American Metals”). The transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.” Capitalized terms used but not otherwise defined in this Current Report on Form 8-K have the meanings given to them in the Business Combination Agreement.
On November 27, 2024, the Company delivered a termination notice (the “Termination Notice”) to American Metals advising that the Company had terminated the Business Combination Agreement (the “Termination”) and all Ancillary Documents because, inter alia, the slow performance of the Company since entering the letter of intent and uncertainty of time and costs to complete the Business Combination.
Upon the termination of the Business Combination Agreement, each of the (i) Lock-Up Agreements, and (ii) the Amended and Restated Registration Rights Agreement, were automatically terminated in accordance with their respective terms.
The Termination Notice does not constitute a waiver of, and shall not prejudice any of the Company’s rights under the Business Combination Agreement or at law. The Company reserves all such rights in full to pursue any and all remedies available to it under the Business Combination Agreement and at law.
The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on July 1, 2024, which is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On November 29, 2024, the Company issued a press release announcing the Termination of the Business Combination Agreement.
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 November 29, 2024 | |
| 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: December 2, 2024 | ||
| AI TRANSPORTATION ACQUISITION CORP | ||
| By: | /s/ Yongjin Chen | |
| Name: | Yongjin Chen | |
| Title: | Chief Executive Officer and Chairman | |