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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): September 18, 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 September 18, 2025, UHY LLP (“UHY”) notified the Audit
Committee of the Board of Directors of ScanTech AI Systems, Inc. (the “Company”) that it had resigned as the Company’s
independent registered public accounting firm, effective immediately.
UHY advised the Company in writing (the “Notice”) that
its resignation related to the Company’s filing of its Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Form
10-Q”). The Notice stated that UHY had not completed its review, nor provided notice that UHY had completed its review, of the June
30, 2025 financial statements prior to its filing by the Company on Form 10-Q on September 17, 2025.
The reports of UHY on the Company’s consolidated financial statements
for the fiscal years ended December 31, 2023 and 2024 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope, or accounting principles, except for the inclusion of an explanatory paragraph regarding the
substantial doubt about the Company’s ability to continue as a going concern.
During the Company’s two most recent fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through September
18, 2025, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company
and UHY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of UHY, would have caused UHY to make reference to the subject matter of the disagreements in connection
with the reports on the Company’s financial statements for such years. In addition, during the Company’s two most recent fiscal
years ended December 31, 2024 and 2023 and the subsequent interim period through September 18, 2025, there were no “reportable events”
(as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except that the Company concluded on material weaknesses
in the Company’s internal control over financial reporting as of December 31, 2024 and 2023 that business process controls across
the entity’s financial reporting processes were not effectively designed and implemented to properly address the risk of material
misstatement, including controls without proper segregation of duties between preparer and reviewer.
The Company provided UHY with a copy of this Current Report on Form
8-K prior to its filing with the U.S. Securities and Exchange Commission (the “SEC”) and requested that UHY furnish the Company
with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether it agrees with the above statements
and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated September 24 2025, is filed as Exhibit
16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.
The Audit Committee has begun the process of selecting a new independent
registered public accounting firm.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 16.1 |
|
Letter from UHY, dated September 24, 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.
| Date: September 24, 2025 |
SCANTECH AI SYSTEMS INC. |
| |
|
| |
By: |
/s/ Dolan Falconer |
| |
Name: |
Dolan Falconer |
| |
Title: |
Chief Executive Officer |
