ScanTech AI Systems Inc 10-Q/A for FY2025 Q1

ScanTech AI Systems Inc. (STAI)

10-Q/A 2025-11-28 For: 2025-03-31

Added on April 05, 2026

About this 10-Q/A

ScanTech AI Systems Inc filed this 10-Q/A on November 28, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).

Headline figures

Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $346.05K
Net loss: $17.91M; compared with a net loss of $18.44M a year earlier
Diluted EPS: -$0.77; compared with -$1.34 a year earlier

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Delaware		93-3502562
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value of $0.0001 per share		STAI		The Nasdaq Stock Market LLC


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☒


PART 1 – FINANCIAL INFORMATION		4

Item 1. – Restated Condensed Consolidated Financial Statements (unaudited)		4
Restated Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 (unaudited and as restated)		4
Restated Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (unaudited and as restated)		5
Restated Condensed Consolidated Statements of Shareholders’ Deficit for the three months ended March 31, 2025 and 2024 (unaudited and as restated)		6
Restated Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (unaudited and as restated)		7
Notes to Condensed Consolidated Financial Statements (unaudited)		8
Item 2. – Management’s Discussion and Analysis of Financial Condition And Results of Operations		43
Item 3. – Quantitative and Qualitative Disclosures about Market Risk		51
Item 4. – Controls and Procedures		52

PART II – OTHER INFORMATION		53

Item 1. – Legal Proceedings		53
Item 1A. – Risk Factors		53
Item 2. – Unregistered Sales of Equity Securities and Use of Proceeds		54
Item 3. – Defaults Upon Senior Securities		55
Item 4. – Mine Safety Disclosures		55
Item 5. – Other Information		55
Item 6. – Exhibits		55

SIGNATURES		56


	March 31, 2025		December 31, 2024
	(Unaudited, As Restated)
ASSETS
Current assets:
Cash	$	771,171	$	22,317
Prepaid inventory		1,215,027		103,178
Prepaid expenses		469,157		61,213
R&D tax credit receivable		135,437		164,761
Accounts receivable		—		287,448
Inventory		1,313,777		1,426,140
Security pledged to creditors - common stock		1,111,322		—
Total current assets		5,015,891		2,065,057
Property and equipment, net		50,116		51,387
Other long term assets		36,333		36,333
Total assets	$	5,102,340	$	2,152,777
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	4,978,453	$	4,733,031
Accrued advisory fees		7,625,000		7,625,000
Accrued expenses and other current liabilities		2,583,627		1,817,304
Accrued compensation		672,366		1,692,327
Accrued federal tax liability, penalties and interest		5,827,023		6,232,925
Interest payable		1,406,735		17,762,972
Interest payable to related parties		330,783		39,711,139
Dividend payable		—		427,766
Deferred revenue		1,275,657		1,621,707
Derivative liabilities		—		8,327,602
Warrant liabilities		—		16,241,092
Related parties payable		1,255,095		1,547,082
Short-term debt, net		5,795,456		27,648,051
Short-term debt from related parties, net		—		22,346,055
Accrued issuable equity		6,090,000		—
Total current liabilities		37,840,195		157,734,053
Long-term debt, net		3,000,000		—
Long-term debt from related parties, net		14,701,451		—
Earn-out liability		30,000		—
Total liabilities		55,571,646		157,734,053
Commitments and contingencies (Note 13)
Series A units subject to possible redemption, 9,965,000 units at a redemption value of $2.90 per unit as of December 31, 2024; none as of March 31, 2025		—		28,895,316
Shareholders’ deficit
Series A units (prior to reverse recapitalization, 245,300 units authorized, issued and outstanding as of December 31, 2024; after reverse recapitalization, no units issued and outstanding as of December 31, 2024 and March 31, 2025		—		—
Series B units (prior to reverse recapitalization, 315,539,527 units authorized, 9,906,827 issued and outstanding as of December 31, 2024; after reverse recapitalization, no units issued and outstanding as of December 31, 2024 and March 31, 2025		—		—
Series C units (prior to reverse recapitalization, 1,748,264 units authorized, 1,584,327 issued and outstanding as of December 31, 2024; after reverse recapitalization, no units issued and outstanding as of December 31, 2024 and March 31, 2025		—		—
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued		—		—
Common stock, $0.0001 par value; 500,000,000 shares authorized; 25,609,510 shares issued and outstanding as of March 31, 2025; 14,184,397 as of December 31, 2024		2,561		1,418
Additional paid-in capital		131,227,059		—
Shares to be issued (9,804,800 shares of common stock as of March 31, 2025; none as of December 31, 2024)		20,684,324		—
Accumulated deficit		(202,383,250)		(184,478,010)
Total shareholders’ deficit		(50,469,306)		(184,476,592)
Total liabilities and shareholders’ deficit	$	5,102,340	$	2,152,777


	For the Three Months Ended March 31,
	2025
	(As Restated)		2024
Revenue	$	346,050	$	—
Cost of goods sold		244,229		—
Gross profit		101,821		—
Operating expenses:
General and administrative expenses		14,661,108		1,110,229
Research and development expenses		1,018,352		875,342
Depreciation and amortization		8,215		8,119
Total operating expenses		15,687,675		1,993,690
Loss from operations		(15,585,854)		(1,993,690)
Other income (expense):
Change in fair value of derivative liabilities		(827,445)		(541,639)
Change in fair value of warrant liabilities		223,162		(13,043,192)
Change in fair value of earnout liability		(30,000)		—
Transaction costs expensed		(8,763,915)		—
Gain on settlement of forward purchase agreement		1,406,669		—
Interest expense		(723,467)		(2,872,951)
Other income		—		14,019
Gain on extinguishment of debt, net		6,395,610		—
Total other income (expense)		2,319,386		(16,443,763)
Loss before income taxes		(17,905,240)		(18,437,453)
Provision for income taxes		—		—
Net loss	$	(17,905,240)	$	(18,437,453)
Net loss per share:
Basic and diluted	$	(0.77)	$	(1.34)
Weighted average number of shares:
Basic and diluted		23,258,102		14,184,397


	Series A Preferred
	Nonvoting Units						Series C Profit
	Non						Interest						Additional
	redeemable			Series B Units			Nonvoting			Common Stock			Paid-In		Shares to be issued		Accumulated		Members’
Three Months Ended March 31, 2025 (As Restated)	Units	Amount		Units	Amount		Units	Amount		Shares	Amount		Capital		Amount		Deficit		Deficit
Balance as of December 31, 2024	245,300	$	—	9,906,827	$	—	1,584,327	$	—	—	$	—	$	—	$	—	$	(184,476,592)	$	(184,476,592)
Retroactive application of recapitalization	(245,300)		—	(9,906,827)		—	(1,584,327)		—	14,184,397		1,418		—		—		(1,418)		—
Adjusted Balances, beginning of period	—		—	—		—	—		—	14,184,397		1,418		—		—		(184,478,010)		(184,476,592)
Conversion of debt to common shares	—		—	—		—	—		—	1,932,329		193		6,806,421		—		—		6,806,614
Issuance of common shares for settlement of accounts payable	—		—	—		—	—		—	1,101,868		110		2,567,242		—		—		2,567,352
Settlement of derivative liabilities into common shares	—		—	—		—	—		—	2,593,000		259		5,906,181		—		—		5,906,440
Issuance of common shares in connection with non-redemption agreements	—		—	—		—	—		—	404,076		41		901,048		—		—		901,089
Share-based compensation	—		—	—		—	—		—	225,000		23		470,228		—		—		470,251
Issuance of common shares in exchange for cash	—		—	—		—	—		—	303,951		30		999,970		—		—		1,000,000
Security pledged to creditor - common stock	—		—	—		—	—		—	316,616		32		1,111,290		—		—		1,111,322
Reverse recapitalization transactions, net	—		—	—		—	—		—	4,548,273		455		112,464,679		—		—		112,465,134
Common shares to be issued - 9,804,800	—		—	—		—	—		—	—		—		—		20,684,324		—		20,684,324
Net loss	—		—	—		—	—		—	—		—		—		—		(17,905,240)		(17,905,240)
Balance as of March 31, 2025	—		—	—		—	—		—	25,609,510	$	2,561	$	131,227,059	$	20,684,324	$	(202,383,250)	$	(50,469,306)


	Three Month Ended March 31,
	2025
	(As Restated)		2024
OPERATING ACTIVITIES
Net income (loss)	$	(17,905,240)	$	(18,437,453)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		8,215		8,120
Share-based compensation expense		470,250		—
Fair value of shares issued as non-redemption compensation		10,724,913		—
Gain on extinguishment of debt, net		(12,592,052)		—
Loss on Conversion of Seaport bridge, OPCO and PO loans		6,196,441
Amortization of debt issuance cost		39,881		—
Change in fair value of derivative liabilities		827,445		541,639
Change in fair value of warrant liabilities		(223,162)		13,043,192
Transaction costs expensed		8,763,915		—
Payment of advisory and insurance expenses		715,000		—
Reverse recapitalization transaction		129,676		—
Change in operating assets and liabilities:
R&D tax credit receivable		29,324		26,562
Prepaid and other current assets		(1,570,993)		(59,113)
Accounts receivable		287,448		—
Inventory		112,363		(149,874)
Accounts payable		1,898,225		202,786
Accrued liabilities		46,150		15,444
Accrued compensation		12,228		76,368
Accrued federal tax liability, penalties and interest		(405,902)		436,389
Interest payable		129,511		1,175,546
Interest payable to related parties		554,075		1,697,404
Deferred revenue		(346,050)		66,470
Related parties payable		(83,260)		4,884
Earnout liabilities		30,000		—
Net cash used in operating activities		(2,151,597)		(1,351,636)
INVESTING ACTIVITIES
Purchases of property, plant and equipment		(6,944)		—
Net cash used in investing activities		(6,944)		—
FINANCING ACTIVITIES
Proceeds from loans		3,000,000		1,024,000
Proceeds from stock options and warrants exercised		30,010		—
Repayment of loans		(122,615)		—
Adjustment to shareholder receivables		—		(630)
Net cash provided by financing activities		2,907,395		1,023,370
Net increase (decrease) in cash during period		748,854		(328,266)
Cash, beginning of period		22,317		333,084
Cash, end of period	$	771,171	$	4,818
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES
Conversion of debt, warrant and derivatives to equity, other	$	21,686,493	$	—
Conversion of debt, warrants and derivatives to equity, troubled debt restructuring	$	54,499,066	$	—
Conversion of Seaport warrants to equity	$	12,387,186	$	—
Conversion of accounts payable to equity	$	1,652,803	$	—


		Common Stock
Ordinary Shares, outstanding prior to the Business Combination		2,081,432
Less: Redemption of Ordinary Shares		(1,434,626)
Ordinary Shares, including 400,000 shares subject to the RiverNorth FPA		646,806
Ordinary Shares from the conversion of Rights		1,380,000
Ordinary Shares held by Mars’ officers and directors, the Sponsor and each transferee of founder shares		2,245,467
Ordinary Shares held by Maxim		276,000
Common Stock issued to holders of ScanTech units		14,184,397
Common Stock Upon the Business Combination		18,732,670


		Common Stock
Common Stock Upon the Business Combination		18,732,670
Common Stock issued on January 6, 2025		352,795
Common Stock issued on January 30, 2025		1,650,000
Common Stock issued on February 18, 2025		3,772,177
Common Stock issued on March 27, 2025		1,101,868
Common Stock issued and outstanding as of March 31, 2025		25,609,510


Closing proceeds
Proceeds from Seaport promissory note		1,000,000
Proceeds from investors		2,000,000
Proceeds from trust account		7,273,513
Payments from trust account¹		(7,273,513)
Net cash proceeds from the Business Combination at Closing	$	3,000,000
Noncash activity
Conversion of legacy ScanTech loans into shares		8,682,434
Conversion of preferred A unit dividend into shares		29,324,500
Conversion of related party debt into shares (troubled debt restructuring)		54,499,066
Closing costs expensed		6,567,351
Liability-classified instruments
Shares issued for settlement of derivative liability		291,015
Shares issued for settlement of warrant liability		12,387,186
Cash activity
Payment of advisory and insurance expense		715,000
Net equity impact of the Business Combination	$	115,466,552

Net equity impact of the Business Combination	$	115,466,552
Loan borrowed from Seaport		(1,000,000)
Loan borrowed from investors		(2,000,000)
Total Impact of Business Combination on total shareholders’ deficit		112,466,552
Par value of common stock issued		(1,873)
Total Impact of Business Combination on additional paid-in capital	$	112,464,679


	Total Liabilities Extinguished		Fair Value of Shares Issued		To Additional Paid-in-Capital
NACS	$	50,059,315	$	1,662,340	$	48,396,975
Azure		6,539,742		1,658,942		4,880,800
Stephen Sale		817,501		56,484		761,017
John Quinn		545,000		84,726		460,274
Total	$	57,961,558	$	3,462,492	$	54,499,066


	March 31, 2025
	As previously reported		Adjustment		As restated
Prepaid expenses	$	2,990,434	$	(2,521,277)	$	469,157
Prepaid inventory		—		1,215,027		1,215,027
Inventory		1,319,414		(5,637)		1,313,777
Security pledged to creditors		—		1,111,322		1,111,322
Total current assets		5,216,456		(200,565)		5,015,891
Total assets	$	5,302,905	$	(200,565)	$	5,102,340
Accounts payable		6,028,453		(1,050,000)		4,978,453
Accrued advisory fees		—		7,625,000		7,625,000
Accrued expenses and other current liabilities		11,267,154		(8,683,527)		2,583,627
Accrued federal tax liability, penalties and interest		5,852,268		(25,245)		5,827,023
Interest payable		295,413		1,111,322		1,406,735
Interest Payable to affiliates		574,408		(243,625)		330,783
Short-term debt from related parties, net		4,420,432		(4,420,432)		—
Deferred revenue		1,256,236		19,421		1,275,657
Total current liabilities		43,507,281		(5,667,086)		37,840,195
Total liabilities	$	61,238,732	$	(5,667,086)	$	55,571,646
Shares to be issued	$	—		20,684,324	$	20,684,324
Accumulated deficit		(187,165,447)		(15,217,803)		(202,383,250)
Total shareholders’ deficit		(55,935,827)		5,466,521		(50,469,306)
Total liabilities and shareholders’ deficit	$	5,302,905	$	(200,565)	$	5,102,340


	For the three months ended March 31, 2025
	As previously reported		Adjustment		As restated
Revenue	$	365,471	$	(19,421)	$	346,050
Cost of goods sold		238,592		5,637		244,229
General and administrative expenses		4,763,716		9,897,392		14,661,108
Loss from operations		(5,663,404)		(9,922,450)		(15,585,854)
Gains from extinguishment of debt		12,592,052		(6,196,441)		6,395,610
Transaction costs expensed		(9,665,004)		901,089		(8,763,915)
Net loss	$	(2,687,437)	$	(15,217,803)	$	(17,905,240)
Net loss per share, basic and diluted	$	(0.12)	$	(0.65)	$	(0.77)


	Three Months Ended March 31,
	2025 (As Restated)		2024
Numerator:
Net loss	$	(17,905,240)	$	(18,437,453)
Dividend		—		(545,359)
Earnings available for common shares/units	$	(17,905,240)	$	(18,982,812)
Denominator:
Weighted average common shares/units outstanding (basic)		23,258,102		14,184,397
Dilutive effect of potential shares/units		—		—
Weighted average common shares/units outstanding (diluted)		23,258,102		14,184,397
Basic loss per share/unit	$	(0.77)	$	(1.34)
Diluted loss per share/unit	$	(0.77)	$	(1.34)


	Estimated useful life	March 31, 2025		December 31, 2024
Finance lease ROU asset	4-5 years	$	33,662	$	33,662
Computers and equipment	3-5 years		171,243		164,299
Less: Accumulated depreciation and amortization			(154,789)		(146,574)
Property and equipment, net		$	50,116	$	51,387


	As of March 31, 2025 (As Restated)						As of December 31, 2024
	Interest		Principal				Interest		Principal
Entity	Payable		Payable		Total		Payable		Payable		Total
Azure-SJBT	$	1,255,305	$	2,275,000	$	3,530,305	$	3,095,947	$	6,831,987	$	9,927,934
NACS, LLC		—		—		—		25,052,756		11,493,949		36,546,705
Assumed notes		—		—		—		11,092,887		3,770,119		14,863,006
Total	$	1,255,305	$	2,275,000	$	3,530,305	$	39,241,590	$	22,096,055	$	61,337,645


Notes	Maturities	Effective Rate		March 31, 2025 (As Restated)		December 31, 2024
340 Broadway holdings	2026	15.0	%	$	1,000,000	$	—
Silverback Capital Corporation	2026	15.0	%		1,000,000		—
Aegus Corp	2024	12.0	%		230,000		230,000
Azure SJBT notes	2024	14.5	%		2,275,000		2,275,000
LAM LHA	2024	7.8	%		40,456		40,456
Polar note	2025	0.0	%		1,250,000		1,175,000
Seaport notes	2030	9.0	%		14,701,451		17,612,166
Steele consolidated	2028	9.0	%		3,000,000		2,863,000
John Redmond (other)	2018-2024	12.0	%		—		19,821,055
Catalytic notes	2020	12.0	%		—		1,563,796
Bay Point notes	2023	15.0	%		—		813,633
Seed financing notes	2024	12.0	%		—		3,600,000
Total Principal				$	23,496,907	$	49,994,106
Accrued interest (compounded)					1,737,518		57,474,111
Total debt				$	25,234,425	$	107,468,217
Reported as:
Short-term debt					7,532,974		107,468,217
Long-term debt					17,701,451		—
Total debt				$	25,234,425	$	107,468,217


				Principal and Accrued Interest
Issuance date	Maturities	Interest Rate		As of March 31, 2025 (As Restated)		As of December 31, 2024
January 1, 2021	March 31, 2024	12.00	%	$	—	$	1,110,178
January 1, 2021	March 31, 2024	12.00	%		—		5,412,393
October 25, 2021	March 31, 2024	14.50	%		656,108		632,888
October 25, 2021	March 31, 2024	14.50	%		1,476,243		1,423,997
October 1, 2022	March 31, 2024	14.50	%		1,397,953		1,348,478
		Total		$	3,530,304	$	9,927,934


	March 31, 2025 (As Restated)		December 31, 2024
Raw materials and parts	$	659,210	$	643,410
Work-in-progress		257,758		257,395
Finished goods		396,809		525,335
Total inventories	$	1,313,777	$	1,426,140


Description	Level	March 31, 2025		December 31, 2024
Liabilities
Warrant liabilities	3	$	—	$	16,241,092
Derivative liabilities	3	$	—	$	8,327,602
Earn-out liability	3	$	30,000	$	—


	Three months ended
Warrant liabilities	March 31, 2025
Fair value - beginning of period	$	16,241,092
Issuance		—
Warrant exercised		(16,017,930)
Change in fair value		(223,162)
Fair value - end of period	$	—


	Three months ended
Derivative liabilities	March 31, 2025
Fair value - beginning of period	$	8,327,602
Issuance		—
Option exercised		(9,155,047)
Change in fair value		827,445
Fair value - end of period	$	—


	Three months ended
Earn-out liabilities	March 31, 2025
Fair value - beginning of period	$	—
Issuance		30,000
Change in fair value		—
Fair value - end of period	$	30,000


	As of March 31, 2025						As of December 31, 2024
	Interest		Principal				Interest		Principal
Entity	Payable		Payable		Total		Payable		Payable		Total
Azure-SJBT	$	1,255,305	$	2,275,000	$	3,530,305	$	3,095,947	$	6,831,987	$	9,927,934
NACS, LLC		—		—		—		25,052,756		11,493,949		36,546,705
Assumed Notes		—		—		—		11,092,887		3,770,119		14,863,006
Total	$	1,255,305	$	2,275,000	$	3,530,305	$	39,241,590	$	22,096,055	$	61,337,645


	As of
	March 31, 2025
Total invoices sold to Seaport	$	364,780
Total cash received from Seaport		350,000
Total factoring amount		14,780

Total PO loan from Seaport		1,777,400
Interest paid to Seaport		177,740
Total amount in exchange for PO loan		1,955,140
Payment to Seaport		(410,780)
Conversion of PO Loan to common shares		(1,544,360)
Ending balance	$	—


	For the Three Months Ended March 31,
	2025 (As Restated)		2024
Revenue	$	346,050	$	—
Cost of goods sold		244,229		—
Gross profit		101,821		—
Operating expenses:
General and administrative expenses		14,661,108		1,110,229
Research and development expenses		1,018,352		875,342
Depreciation and amortization		8,215		8,119
Total operating expenses		15,687,675		1,993,690
Loss from operations		(15,585,854)		(1,993,690)
Other income (expense):
Change in fair value of derivative liabilities		(827,445)		(541,639)
Change in fair value of warrant liabilities		223,162		(13,043,192)
Change in fair value of earnout liability		(30,000)		—
Transaction costs expensed		(8,763,915)		—
Gain on settlement of forward purchase agreement		1,406,669		—
Interest expense		(723,467)		(2,872,951)
Other income		—		14,019
Gains from extinguishment of debt, net		6,395,610		—
Total other income (expense):		2,319,386		(16,443,763)
Income (loss) before income taxes		(17,905,240)		(18,437,453)
Provision for income taxes		—		—
Net income (loss)	$	(17,905,240)	$	(18,437,453)


	Three Months Ended
	March 31,
	2025 (As Restated)		2024
Operating expenses:
General and administrative expenses	$	14,661,108	$	1,110,229
Research and development expenses		1,018,352		875,342
Depreciation and amortization		8,215		8,119
Total operating expenses	$	15,687,675	$	1,993,690


Exhibit No.		Description
31.1*		Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1§		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2§		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).


Date: November 26, 2025	ScanTech AI Systems Inc.

	By:	/s/ Dolan Falconer
	Name:	Dolan Falconer
	Title:	Chief Executive Officer (Principal Executive Officer)

	By:	/s/ James White
	Name:	James White
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)


Date: November 26, 2025
	/s/ Dolan Falconer
	Dolan Falconer
	Chief Executive Officer
	(Principal Executive Officer)


Date: November 26, 2025
	/s/ James White
	James White
	Chief Financial Officer
	(Principal Financial and Accounting Officer)