ScanTech AI Systems Inc. Files 8-K

Ticker: STAI · Form: 8-K · Filed: Sep 3, 2025 · CIK: 1994624

Sentiment: neutral

Topics: material-agreement, regulation-fd, corporate-filing

TL;DR

ScanTech AI filed an 8-K on Sep 3 for Sep 1 events. Material agreement & Reg FD disclosure.

AI Summary

ScanTech AI Systems Inc. filed an 8-K on September 3, 2025, reporting a material definitive agreement and a Regulation FD disclosure. The filing pertains to events on September 1, 2025. The company is incorporated in Delaware and its principal executive offices are located in Buford, Georgia.

Why It Matters

This 8-K filing indicates significant corporate activity or disclosures by ScanTech AI Systems Inc. that could impact investors' understanding of the company's current status.

Risk Assessment

Risk Level: low — This filing is a standard 8-K reporting a material definitive agreement and Regulation FD disclosure, which is routine corporate information.

Key Numbers

Key Players & Entities

FAQ

What is the nature of the material definitive agreement reported?

The filing indicates a 'Material Definitive Agreement' was entered into, but the specific details of this agreement are not provided in the excerpt.

What is the purpose of the Regulation FD Disclosure?

The Regulation FD Disclosure item suggests the company is making public disclosures to prevent selective disclosure of material non-public information.

When was the earliest event reported in this 8-K?

The earliest event reported in this 8-K was on September 1, 2025.

Where are ScanTech AI Systems Inc.'s principal executive offices located?

ScanTech AI Systems Inc.'s principal executive offices are located at 1735 Enterprise Drive, Buford, Georgia, 30518.

What is the company's fiscal year end?

The company's fiscal year ends on December 31.

Filing Stats: 1,360 words · 5 min read · ~5 pages · Grade level 12.3 · Accepted 2025-09-03 08:30:41

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 1, 2025, ScanTech AI Systems Inc. (the "Company") entered into a Consultancy Agreement (the "Agreement") with FSR Group Pte. Ltd. ("FSR Capital"), a company incorporated in Singapore. Pursuant to the Agreement, FSR Capital will provide advisory and consultancy services to the Company in the areas of capital markets strategy (including investment planning, investor identification, structuring, and negotiation support), Nasdaq compliance (including guidance on communications, responses to deficiency notices, and related governance matters), and SEC reporting and public communications (including commentary on draft disclosures and investor relations positioning). The Agreement has an initial term of six months, commencing on September 1, 2025, and may be renewed by mutual agreement. The Company has agreed to pay FSR Capital an advisory fee (the "Advisory Fee") equal to 2.5% of the Company's outstanding share capital as of the effective date of the Agreement, equivalent to approximately 1,206,500 shares of common stock. The Advisory Fee is payable in the form of fully-paid and non-assessable shares of the Company's common stock, issued in compliance with applicable United States ("U.S.") securities laws and Nasdaq rules, as elected by the Company's board of directors. The Agreement includes clawback provisions requiring a partial refund of the Advisory Fee if the Agreement is terminated by the Company for Cause (as such term is defined in the Agreement). Either party may terminate the Agreement without Cause upon 30 days' written notice, in which case no clawback applies. The services are non-exclusive, and FSR Capital makes no warranty of any specific outcome. The Agreement contains standard provisions regarding confidentiality, compliance with laws (including Nasdaq and SEC rules), representations and warranties, indemnification, limitation of liability, as well as other miscellaneous terms. T

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 3, 2025, the Company issued a press release announcing its entry into the Agreement with FSR Capital. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Consultancy Agreement, dated September 1, 2025, by and between ScanTech AI Systems Inc. and FSR Group Pte. Ltd. 99.1 Press Release, dated September 3, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended ("Exchange Act"), including statements regarding the Company's management team's expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future, including the services to be provided by FSR Capital pursuant to the Agreement, revenue growth and financial performance, balance sheet structuring, product expansion and services. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking including any underlying assumptions, are forward-looking statements. The words "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing," "target," "seek" or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Current Report on Form 8-K are based on the current expectations and beliefs made by the management of the Company, in light of their respective experience and their perception of historical trends, current conditions and expected future developments and their potential effect on the Company, as well as other factors they believe are appropriate under the circumstances. There can be no assurance that future developments affecting the Company will be those that it has anticipated. These forward-looking statements involve a number of risks, un

SIGNATURES

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 3, 2025 SCANTECH AI SYSTEMS INC. By: /s/ Dolan Falconer Name: Dolan Falconer Title: Chief Executive Officer

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