ScanTech AI discloses major control weaknesses

ScanTech AI Systems Inc. filed an 8-K to announce a change in independent auditor and to describe significant weaknesses in its financial controls.

Rhea-AI Filing Summary

ScanTech AI Systems Inc. filed an 8-K to announce a change in independent auditor and to describe significant weaknesses in its financial controls. After Carr, Riggs & Ingram, LLC acquired certain assets of Berkowitz Pollack Brant Advisors + CPAs, LLP, the board’s Audit Committee dismissed Berkowitz Pollack Brant and appointed Carr, Riggs & Ingram on January 14, 2026.

The company reports multiple material weaknesses in internal control over financial reporting as of December 31, 2024 and 2023, including problems with valuing warrants, derivatives and unit-based compensation, interpreting complex contracts, approving related-party transactions, and executing the financial close process. It also cites IT control weaknesses in cybersecurity, access, change management, and vendor oversight.

A restatement of condensed consolidated financial statements for the six months ended June 30, 2025 revealed an additional material weakness tied to misclassification and presentation of various transactions such as share-based arrangements, de‑SPAC costs, tax penalties, and revenue and cost of goods sold adjustments. The company states there were no disagreements with the outgoing auditor on accounting or audit matters.

Positive

• None.

Negative

• Multiple material weaknesses in internal controls across valuation, complex contract accounting, related-party approvals, financial close, tax, and IT general controls as of December 31, 2024 and 2023.
• Restated interim financials for the six months ended June 30, 2025 due to errors in identification, recording, classification, and presentation of significant transactions, indicating further weaknesses in period-end reporting.
• Auditor change shortly after prior appointment, with Berkowitz Pollack Brant dismissed and Carr, Riggs & Ingram appointed within a few months, adding perceived uncertainty around the audit process even though no disagreements are reported.

Insights

Accounting & Audit Risk Analyst

Extensive control weaknesses and a restatement raise accounting risk.

ScanTech AI Systems Inc. is changing independent auditors while disclosing numerous material weaknesses in internal control over financial reporting. The appointment of Carr, Riggs & Ingram, LLC follows its acquisition of certain capital markets assets from Berkowitz Pollack Brant Advisors + CPAs, LLP, which had only recently been engaged on October 6, 2025.

The company identifies control failures over valuation of warrants, derivatives and unit-based compensation, interpretation of complex contracts, related-party approvals, the financial close process, tax provisions and key IT general controls as of December 31, 2024 and 2023. On top of this, the restatement for the six months ended June 30, 2025 exposed additional weaknesses in identifying, recording, classifying and presenting significant transactions, including de‑SPAC costs and tax penalties.

Management notes there were no disagreements with the outgoing auditor, which can help separate the auditor change from dispute-driven concerns. However, the breadth of identified weaknesses and the need for a restatement suggest elevated risk around the reliability and timeliness of future financial reporting until remediation is demonstrated in subsequent filings.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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What did ScanTech AI Systems Inc. (STAI) announce in this 8-K?

ScanTech AI Systems Inc. disclosed that its Audit Committee dismissed Berkowitz Pollack Brant Advisors + CPAs, LLP as its independent registered public accounting firm and approved the appointment of Carr, Riggs & Ingram, LLC as the new independent auditor effective January 14, 2026.

Why did ScanTech AI Systems Inc. change its independent auditor?

Carr, Riggs & Ingram, LLC acquired certain assets related to the capital markets practice of Berkowitz Pollack Brant Advisors + CPAs, LLP effective January 1, 2026. Following this transaction, the Audit Committee dismissed Berkowitz Pollack Brant and appointed Carr, Riggs & Ingram as the company’s independent registered public accounting firm.

Did ScanTech AI Systems Inc. report any disagreements with the outgoing auditor?

From October 6, 2025 through January 14, 2026, ScanTech AI Systems Inc. reports no disagreements with Berkowitz Pollack Brant Advisors + CPAs, LLP on accounting principles, financial statement disclosure, or auditing scope or procedure as defined in Regulation S-K.

What internal control weaknesses did ScanTech AI Systems Inc. disclose?

The company disclosed material weaknesses as of December 31, 2024 and 2023 in areas including valuation of warrants, derivatives and unit-based compensation, accounting for complex contractual terms, approvals for related-party transactions, the financial reporting close process, tax provisions, and IT controls such as cybersecurity, access security, data backup, change management, and vendor management.

Did ScanTech AI Systems Inc. restate any financial statements?

Yes. The company restated its condensed consolidated financial statements for the six months ended June 30, 2025, citing a further material weakness related to ineffective controls over identifying, recording, classifying, and presenting various transactions, including share-based arrangements with non-redemption shareholders, de‑SPAC transaction costs, tax penalties and interest, and revenue and cost of goods sold adjustments.

Did ScanTech AI Systems Inc. consult with the new auditor before the change?

During the fiscal years ended December 31, 2024 and 2025 and through January 14, 2026, the company states it did not consult with Carr, Riggs & Ingram regarding the application of accounting principles to specific transactions, potential audit opinions, or any matters involving disagreements or reportable events under Regulation S-K.

How is Berkowitz Pollack Brant responding to ScanTech AI Systems Inc.’s disclosure?

ScanTech AI Systems Inc. provided Berkowitz Pollack Brant Advisors + CPAs, LLP with a copy of the disclosure and requested a letter addressed to the SEC stating whether it agrees with the statements. That letter, dated January 20, 2026, is filed as Exhibit 16.1 to the report.

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Accepted by SEC EDGAR 01/21/2026 - 04:16 PM Learn about SEC filing dates

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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): January 14, 2026

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

ScanTech AI Systems Inc. (the “Company”) was notified that Carr, Riggs & Ingram, LLC (“CRI”) acquired, effective as of January 1, 2026, certain assets related to the capital markets practice of Berkowitz Pollack Brant Advisors + CPAs, LLP (“BPB”). On January 14, 2026, the Audit Committee of the Company’s Board of Directors simultaneously dismissed BPB as the Company’s independent registered public accounting firm and approved the appointment of CRI as the Company’s independent registered public accounting firm.

As previously disclosed, on October 6, 2025, the Company previously appointed BPB to serve as the Company’s independent registered public accounting firm. BPB did not issue any report during the period of its engagement.

From October 6, 2025 through January 14, 2026, the date of BPB’s dismissal, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and BPB on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. In addition, from October 6, 2025 through January 14, 2026, 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 identified 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 due to the following: (1) a material weakness in the Company’s internal controls over financial reporting related to valuation of matters associated with accounting for warrants, derivatives and unit-based compensation awards, particularly the Company’s process for developing the estimates, the Company’s application of the appropriate methodologies utilized, and the Company’s evaluation of the completeness and accuracy of the underlying data utilized in deriving the estimates; (2) a material weakness in the identification and accounting interpretation of the complex terms in various contractual arrangements entered into, including those related to debt and equity arrangements, revenue arrangements with the Company’s customer, consulting and vendor arrangements for services provided and legal judgments; (3) a material weakness related to the lack of appropriate approvals related to related party transactions; (4) a material weakness related to the financial reporting close process, including the preparation and review of technical accounting interpretations and the recording of such balances, account reconciliations including inventory, preparation of tax provisions, and journal entries; and (5) a material weakness related to the IT environment including controls over cybersecurity, logical, network, and physical security, data backup and recovery, change management and vendor management, including review of SOC1 Type 2 reports and the consideration of the reports’ recommended end-user control considerations. In addition, the restatement of the Company’s condensed consolidated financial statements for the six months ended June 30, 2025 as originally reported in the Company’s Quarterly Report on Form 10-Q, identified a further material weakness related to ineffective controls over the identification, recording, classification, and presentation of various transactions, including share-based arrangements with non-redemption shareholders, de-SPAC transaction cost classifications, duplicate expense recognition, tax penalty and interest accruals, revenue and cost of goods sold adjustments, balance sheet presentation of pledged shares, and the classification of prepaid inventory and accrued advisory fees. These errors demonstrated material weaknesses in the Company’s period-end financial reporting controls and review procedures.

During the fiscal years ended December 31, 2024 and 2025 and the subsequent interim period through January 14, 2026, neither the Company nor anyone acting on its behalf consulted with CRI regarding either of the following: (a) 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 no written report was provided to the Company or oral advice provided to the Company by CRI that CRI concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either subject to any disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

The Company provided BPB 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 has requested that BPB 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 such letter, dated January 20, 2026, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
16.1	Letter from Berkowitz Pollack Brant Advisors + CPAs, LLP, dated as of January 20, 2026, addressed to the Securities and Exchange Commission.
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.

	ScanTech AI Systems Inc.
Date:     January 21, 2026	By:	/s/ Dolan Falconer
	Name:	Dolan Falconer
	Title:	Chief Executive Officer