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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): October 6, 2025
ScanTech AI Systems Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-42463 |
|
93-3502562 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
|
1735 Enterprise Drive
Buford, Georgia |
|
30518 |
| (Address of principal executive offices) |
|
(Zip Code) |
+1 (470) 655-0886
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation to 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 |
| Common Stock, par value $0.0001 per share |
|
STAI |
|
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 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 4.01 |
Changes in Registrant’s Certifying Accountant. |
On October 6, 2025, ScanTech AI Systems Inc. (the
“Company”) appointed Berkowitz Pollack Brant Advisors + CPAs (“BPB”) to serve as the Company’s new
independent registered public accounting firm. BPB’s appointment was approved by the Audit Committee of the Board of Directors,
and is for the Company’s fiscal year ending December 31, 2025 and certain interim periods.
During the Company’s fiscal years ended December 31, 2024 and
2023 and the subsequent interim periods through October 6, 2025, the date that BPB was appointed as the Company’s new independent
registered public accounting firm, neither the Company nor anyone acting on its behalf consulted with BPB regarding either of the following:
(i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that
might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company
that BPB concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
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.
| Date: October 8, 2025 |
SCANTECH AI SYSTEMS INC. |
| |
|
| |
By: |
/s/ Dolan Falconer |
| |
Name: |
Dolan Falconer |
| |
Title: |
Chief Executive Officer |
