[8-K] ScanTech AI Systems Inc. Reports Material Event

Rhea-AI Filing Summary

ScanTech AI Systems Inc. disclosed a change in its certifying accountant in a Form 8-K. The filing states the company submitted an accountant-related disclosure and included a letter from UHY as an exhibit. The document identifies the affected securities symbol (STAI) and that the change was filed as an item related to changes in the registrant's certifying accountant. The filing does not include financial statements, reasons for the change, or narrative explanation of any impact on prior-period audits.

Positive

• Formal disclosure of the change in certifying accountant was made via a Form 8-K
• Exhibit included: a letter from UHY was attached, providing a documented record of the transition

Negative

• No reason provided in the filing for why the certifying accountant changed
• No financial statements or audit explanations were included to clarify any impact on prior-period audits

Insights

Accounting & Compliance Specialist

TL;DR: A certifying accountant change was reported with an attached UHY letter but no explanatory details were provided.

The company recorded a change in its certifying accountant and furnished a letter from UHY as an exhibit, which is a standard disclosure step when an auditor relationship changes. This creates an administrative record that stakeholders can use to follow up with the firm for details.

The filing contains no explanation of the reason for the change nor any restated or new financial statements, so the primary risk is uncertainty about whether the change reflects routine rotation, independence issues, or audit disagreements. Watch for subsequent filings or communications that describe the cause and any effects on prior audits within the typical near term.

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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

FAQ

What did ScanTech AI (STAI) disclose in the Form 8-K about its auditor?

The company disclosed a change in its certifying accountant and attached a letter from UHY as an exhibit.

Does the filing explain why the certifying accountant was changed?

No. The filing does not provide an explanation or reasons for the change.

Were any financial statements or restatements provided in the filing?

No. The content does not include financial statements, restatements, or audit opinions.

What exhibit was attached to the Form 8-K?

The filing lists a letter from UHY as an exhibit to the Form 8-K.

What ticker and exchange are noted in the filing?

The filing references the ticker STAI and lists trading on The Nasdaq Stock Market LLC.