ScanTech AI (STAI) notifies SEC of delayed Q1 2026 10-Q filing under Rule 12b-25

Rhea-AI Filing Summary

ScanTech AI Systems Inc. notifies the SEC it cannot file its Form 10-Q for the quarter ended March 31, 2026 on time and is using a Rule 12b-25 extension. The company cites finalizing complex accounting disclosures and expects to file within the five-calendar-day extension.

Key Figures

Extension length: 5 calendar days Quarter end: March 31, 2026 Notification date: May 18, 2026 +1 more

4 metrics

Extension length 5 calendar days Rule 12b-25 quarterly report extension

Quarter end March 31, 2026 quarter covered by the delayed Form 10-Q

Notification date May 18, 2026 date Form 12b-25 was signed by CFO James White

Related annual filing Form 10-K for year ended December 31, 2025 listed on Part IV question regarding other periodic reports

Key Terms

Rule 12b-25, Form 10-Q, prescribed due date

3 terms

Rule 12b-25 regulatory

"expects to file the Form 10-Q within the 5 calendar day extension provided by Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q regulatory

"The registrant is unable to file its Form 10-Q within the prescribed time period"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

prescribed due date regulatory

"filed within the prescribed time period or the fifth calendar day following the prescribed due date"

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: March 31, 2026

¨ 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, Buford

Address of Principal Executive Office (Street and Number)

Georgia, GA 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 its Form 10-Q within the prescribed time period without unreasonable effort or expense due to the need to finalize certain financial disclosures and related documentation for the first quarter ended March 31, 2026. The quarter included complex accounting analysis and adjustments to ensure complete and accurate reporting in compliance with SEC requirements.

The registrant is making every effort to complete the necessary work and expects to file the Form 10-Q within the 5 calendar day extension provided by Rule 12b-25.

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).

	Form 10-K for the year ended December 31, 2025				¨ Yes    x 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	May 18, 2026		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 (STAI) file a Form 12b-25 for its Q1 2026 10-Q?

The company states it needs additional time to finalize complex accounting disclosures and related documentation for the quarter ended March 31, 2026. It reports this work could not be completed without unreasonable effort or expense and invoked Rule 12b-25(b) for relief.

How long is the extension ScanTech AI claims under Rule 12b-25?

ScanTech AI expects to file the Form 10-Q within the five-calendar-day extension available for quarterly reports under Rule 12b-25. The notification is dated May 18, 2026, and the company states it is making every effort to meet that extension.

Does the Form 12b-25 say ScanTech AI missed other required filings?

The filing indicates the company has not filed its Form 10-K for the year ended December 31, 2025. Other periodic reports in the preceding 12 months are addressed on the form as required. The notification provides a contact, James White, CFO.

Will ScanTech AI report materially different results for Q1 2026?

The company answered No when asked whether a significant change in results from the corresponding prior period is anticipated for the subject report. The Form 12b-25 does not provide numerical guidance or anticipated variances for the quarter.