ScanTech AI Systems (STAI) files notice of delayed Q2 10-Q filing

Rhea-AI Filing Summary

ScanTech AI Systems Inc. filed a Form 12b-25 to notify that its Form 10-Q for the quarter ended June 30, 2025 will be filed late. The company states it cannot file the report on time without unreasonable effort or expense because it is still compiling information and its auditors have not completed their review of the financial statements for the period. ScanTech AI Systems expects to file the Form 10-Q within the five-day extension period permitted under Rule 12b-25. The company indicates it does not anticipate any significant change in results of operations from the corresponding period of the prior year.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING    

(Check one):	¨ Form 10-K	¨ Form 20-F	¨ Form 11-K	x Form 10-Q	¨ Form 10-D
	¨ Form N-CEN	¨ Form N-CSR

For Period Ended: June 30, 2025

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

For the Transition Period Ended:

Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

ScanTech AI Systems Inc.

Full Name of Registrant

N/A

Former Name if Applicable

1735 Enterprise Drive

Address of Principal Executive Office (Street and Number)

Buford, Georgia 30518

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CEN, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to file, without unreasonable effort and expense, its Form 10-Q Quarterly Report for the period ended June 30, 2025 because the Registrant is still compiling information for the Form 10-Q and the auditors have not completed their review of the financial statements for that period.

The Registrant currently expects to file the Form 10-Q for the period ended June 30, 2025 within the five-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	James White		(470)		655-0886
	(Name)		(Area Code)		(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

					x Yes    ¨  No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
					¨  Yes    x No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date	August 15, 2025		By	/s/ James White
				James White
				Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

FAQ

Why did ScanTech AI Systems (STAI) delay its June 30, 2025 Form 10-Q?

ScanTech AI Systems explains that it is still compiling information for the Form 10-Q and that its auditors have not completed their review of the financial statements for the quarter ended June 30, 2025. As a result, filing the report on time would require unreasonable effort and expense.

When does ScanTech AI Systems expect to file the delayed Q2 2025 Form 10-Q?

The company states that it currently expects to file its Form 10-Q for the period ended June 30, 2025 within the five-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934.

Does ScanTech AI Systems expect major changes in results in the delayed Form 10-Q?

No. ScanTech AI Systems indicates that it does not anticipate any significant change in results of operations from the corresponding period for the last fiscal year to be reflected in the earnings statements included in the delayed Form 10-Q.

What form did ScanTech AI Systems file to report the late Form 10-Q?

The company filed a Form 12b-25, which is a notification of late filing, indicating that its Form 10-Q for the quarter ended June 30, 2025 will be submitted after the original due date.

Has ScanTech AI Systems been current with other required SEC reports?

Yes. The company indicates that all other periodic reports required during the preceding 12 months, or for the shorter period it was required to file, have been filed.

Who signed the late filing notification for ScanTech AI Systems?

The notification was signed on behalf of ScanTech AI Systems Inc. by James White, who is identified as the Chief Financial Officer, dated August 15, 2025.