Scantech Ai Systems INC. 8-K Filing
Ticker: STAI · Form: 8-K · Filed: Dec 1, 2025 · CIK: 1994624
Sentiment: neutral
Filing Stats: 2,164 words · 9 min read · ~7 pages · Grade level 13.8 · Accepted 2025-12-01 16:15:46
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share STAI The Nasdaq Stock Mar
- $550,000 — hall pay, the Steele Lenders a total of $550,000 as reimbursement of legal fees paid and
Filing Documents
- tm2532338d1_8k.htm (8-K) — 38KB
- tm2532338d1_ex10-1.htm (EX-10.1) — 75KB
- 0001104659-25-117322.txt ( ) — 291KB
- stai-20251124.xsd (EX-101.SCH) — 3KB
- stai-20251124_lab.xml (EX-101.LAB) — 33KB
- stai-20251124_pre.xml (EX-101.PRE) — 22KB
- tm2532338d1_8k_htm.xml (XML) — 4KB
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Item 1.01 Entry into a Material Definitive Agreement. On November 24, 2025 (the "Effective Date"), ScanTech AI Systems Inc. (the "Company") entered into the Agreement and Amendment No. 1 to the Supplemental Agreement (the "Agreement") by and between the Company, Karl Brenza (for limited purposes), ScanTech Identification Beam Systems LLC ("SIBS"), Steele Interest SIBS LLC ("Steele I"), Steele Interest SIBS II LLC ("Steele II"), Steele Interest SIBS III LLC ("Steele III"), Steele Interest SIBS IV LLC ("Steele IV" and together with Steele I, Steele II, and Steele III, referred to as the "Steele Lenders"), and Steele Interest LLC ("Steele Interests" and, collectively with the Steele Lenders, "Steele"). The Agreement amends the Supplemental Agreement (the "Supplemental Agreement") entered into with the same parties on January 31, 2025 which related to the Loan Exchange & Release Agreement entered into on September 25, 2025. Pursuant to the Agreement, on the Satisfaction Date (as defined below), the mutual release and waiver provided for in accordance with the Supplemental Agreement shall no longer be subject to Section G of the Supplemental Agreement which shall be deleted in its entirety. Section G of the Supplemental Agreement had originally conditioned the mutual release and waiver provided for by the Supplemental Agreement on the condition that Taylor Freres Americas LLP, TFGS VII Gestion LLC, Zachary Taylor, and their affiliates (the "TF Parties") extend the date by which the business combination agreement, entered into by the Company, SIBS, and Mars Acquisition Corp., must close by January 2, 2025 and that the TF Parties and the Company release all claims against each other. In addition, pursuant to the Agreement, up and until the Satisfaction Date, the Steele Lenders agree not to object to any settlement agreement entered into by and between the Company and the TF Parties so long as the settlement agreement does not involve any compensation paid to the TF Par
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Item 1.02 Termination of a Material Definitive Agreement. To the extent required by this Item 1.02, the information set forth under Item 1.01 is incorporated by reference into this Item 1.02.
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Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The securities issued or that may be issued by the Company to the Steele Lenders and Steele Interests under the Agreement (including but not limited to the Steele Shares, the Legal and Expense Shares, the Exchange Agreement Shares, the First Additional Shares, and the Second Additional Shares) are being offered and sold by the Company to the Steele entities in one or more transactions that are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D thereunder. In the Agreement, each recipient of any shares of the Company's common stock pursuant to the Agreement represented to the Company, among other things, that each is an "accredited investor" (as such term is defined in Rule 501 of Regulation D under the Securities Act). Accordingly, the offer and sale by the Company of the securities issued or that may be issued and sold to the Steele entities under the Agreement have not been registered under the Securities Act or any applicable state securities or "blue sky" laws and, therefore, such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities or "blue sky" laws. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any securities of the Company in any the securities laws of any such state or other jurisdiction.
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Agreement and Amendment No. 1 to the Supplemental Agreement, dated November 24, 2025, by and between the Company, SIBS, Karl Brenza, the Steele Lenders, and Steele Interests. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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: December 1, 2025 SCANTECH AI SYSTEMS INC. By: /s/ Dolan Falconer Name: Dolan Falconer Title: Chief Executive Officer