[SCHEDULE 13G] ScanTech AI Systems Inc. Common stock SEC Filing

Rhea-AI Filing Summary

Schedule 13G filing for ScanTech AI Systems Inc. (NASDAQ: STAI) discloses that Shanchun Huang has crossed the 5 % reporting threshold.

• Beneficial ownership: 2,438,599 common shares.
• Percentage of outstanding class: 5.49 %.
• Voting & dispositive power: Sole power over 100 % of the reported shares; no shared power.
• Filing trigger date: 04 April 2025; filing signed 08 July 2025.
• Filer details: Individual investor, citizen of Malta, business address at Americas Tower, 1177 Avenue of the Americas, New York.
• Certification: Shares were not acquired for the purpose of influencing control of STAI.

The filing indicates a sizeable, but non-controlling, stake by a single investor. At 5.49 % of the float, Huang becomes one of STAI’s significant shareholders, which may be viewed by the market as a vote of confidence or simply a passive investment. No intentions to seek control or join a group are stated, limiting the immediate strategic implications. Nonetheless, the new >5 % holder can influence proxy matters and trading liquidity going forward.

Positive

• Increased institutional-grade ownership may signal confidence in STAI’s prospects.
• Filing declares passive intent, reducing immediate risk of disruptive activism.

Negative

• Potential liquidity overhang if the 2.44 million-share position is later liquidated.
• Concentration risk: a single holder now controls over 5 % of outstanding shares.

Insights

Securities Analyst

TL;DR – An individual investor now owns 5.49 % of STAI; impact modest unless stake grows.

This 13G discloses that Shanchun Huang controls 2.44 million STAI shares. Because the filing is on Schedule 13G—not 13D—Huang characterises the position as passive, signalling no activism intent. While the holding surpasses the critical 5 % threshold, it is still far from a controlling block, and there is no evidence of coordinated group activity. Liquidity in STAI may tighten slightly if the investor is long-term. Investors should monitor follow-on filings: conversion to 13D, incremental purchases, or rapid exits could meaningfully shift sentiment. At present, the disclosure is neutral-to-slightly-positive; a new stakeholder is willing to commit capital, but there are no operational or financial ramifications disclosed.

Corporate Governance Expert

TL;DR – New >5 % holder adds oversight layer but states no control intentions.

Crossing the 5 % threshold obliges Huang to file and subjects him to ongoing 13G/13D obligations. Passive status constrains coordinated activism unless intentions change, at which point a prompt 13D amendment would be required. From a governance view, management gains a notable shareholder whose voting could sway proposals requiring simple majority, especially in low-turnout situations. No related-party ties or board affiliations are referenced. The stake neither dilutes existing holders nor signals dilution risk—merely re-allocation of existing float. Overall governance impact: limited but worth monitoring for future amendments.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

ScanTech AI Systems Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

80603V104

(CUSIP Number)

04/02/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 80603V104

1

Names of Reporting Persons

Shanchun Huang

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MALTA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,438,599.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,438,599.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,438,599.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.49 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ScanTech AI Systems Inc.
(b)	Address of issuer's principal executive offices: 1735 Enterprise Drive, Buford, GA 30518
Item 2.
(a)	Name of person filing: Shanchun Huang
(b)	Address or principal business office or, if none, residence: Americas Tower, 1177 Avenue of The Americas, Suite 5100 New York, NY, 10036
(c)	Citizenship: Republic of Malta
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 80603V104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 2,438,599
(b)	Percent of class: 5.49%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2,438,599
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 2,438,599
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Shanchun Huang

Signature:	/s/ Shanchun Huang
Name/Title:	Shanchun Huang
Date:	07/08/2025

FAQ

Why did Shanchun Huang file a Schedule 13G for STAI?

Because his holdings reached 2,438,599 shares (5.49 %), exceeding the 5 % threshold that requires public disclosure.

Is the new STAI shareholder pursuing control of the company?

The filing is on Schedule 13G, indicating a passive investment with no current intent to influence control.

What voting power does Shanchun Huang have in STAI?

He reports sole voting and dispositive power over all 2,438,599 shares; no shared power exists.

When were the ownership levels that triggered the filing reached?

The triggering event date is 04 April 2025; the certification was signed on 08 July 2025.

How much of STAI’s stock does the 2.44 million-share stake represent?

It represents 5.49 % of ScanTech AI Systems’ outstanding common stock.

Could this filing affect STAI’s stock price?

Market reaction is typically modest for passive 13G filings, but investors may interpret the stake as confidence or potential future activism.