$STAI

ScanTech AI Systems Inc.

CIK:0001994624|SEC Filings

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Revenue	$ 631,021		$ 1,861,045	$ 522,166
Cost of goods sold	456,590		1,458,234	448,095
Gross margin	174,431		402,811	74,071
Operating expenses:
General and administrative expenses	4,530,392	$ 1,378,388	21,889,320	3,863,403
Research and development expenses	517,629	814,539	2,845,937	2,604,500
Depreciation and amortization	5,194	8,137	22,307	24,376
Total operating expenses	5,053,215	2,201,064	24,757,564	6,492,279
Loss from operations	(4,878,784)	(2,201,064)	(24,354,753)	(6,418,208)
Other income (expense)
Change in fair value of derivative liabilities		(529,546)	(827,445)	(1,104,939)
Change in fair value of warrant liabilities		(17,452,684)	223,162	(30,931,345)
Change in fair value of convertible notes	51,672		51,672
Change in fair value of earnout liability	5,000		(8,000)
Transaction costs expensed			(8,763,915)
Gain on settlement of forward purchase agreement			1,406,669
Other expense				(16,176)
Interest expense	(654,788)	(3,249,134)	(1,991,141)	(9,106,317)
Loss on extinguishment of debt	(4,195,962)		(254,530)
Total other expense	(4,794,078)	(21,231,364)	(10,163,528)	(41,158,777)
Loss before income taxes	(9,672,862)	(23,432,428)	(34,518,281)	(47,576,985)
Net loss	$ (9,672,862)	$ (23,432,428)	$ (34,518,281)	$ (47,576,985)
Net loss per share:
Basic (in dollars per share)	$ (0.16)	$ (1.69)	$ (0.82)	$ (3.47)
Diluted (in dollars per share)	$ (0.16)	$ (1.69)	$ (0.82)	$ (3.47)
Weighted average number of shares/units:
Basic (in shares)	58,968,437	14,184,397	41,919,904	14,184,397
Diluted (in shares)	58,968,437	14,184,397	41,919,904	14,184,397

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
OPERATING ACTIVITIES
Net loss	$ (34,518,281)	$ (47,576,985)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	22,307	24,376
Share-based compensation expense	829,129	38,486
Fair value of shares issued as non-redemption compensation	10,835,294
Shares issued to settle debt issuance cost	1,346,588
Gain on extinguishment of debt, net	254,530
Amortization of debt issuance cost	60,709	443
Change in fair value of derivative liabilities	827,445	1,104,939
Change in fair value of warrant liabilities	(223,162)	30,931,345
Change in fair value of convertible notes	(51,672)
Change in fair value of earnout liabilities	8,000
Transaction costs expensed	8,763,915
Interest expense paid in shares	242,748
Payment of advisory and insurance expenses	715,000
Reverse recapitalization transaction	129,676
Change in operating assets and liabilities:
Research and development tax credit receivable	126,286	82,170
Prepaid and other current assets	(341,662)	(240,439)
Accounts receivable	287,448
Inventory	(115,208)	(770,256)
Accounts payable	5,467,916	776,975
Accrued liabilities	105,198	(36,522)
Accrued compensation	289,882	59,494
Accrued federal tax liability, including penalties and interest	(169,942)	732,919
Interest payable	674,715	3,676,348
Interest payable to related parties	992,348	5,251,784
Deferred revenue	(894,073)	208,062
Related parties payable	(33,260)	627,814
Long term assets		(36,333)
Net cash used in operating activities	(4,368,126)	(5,145,380)
INVESTING ACTIVITIES
Purchases of property, plant and equipment	(15,940)	(1,100)
Net cash used in investing activities	(15,940)	(1,100)
FINANCING ACTIVITIES
Proceeds from loans	4,437,000	5,018,940
Proceeds from stock options and warrants exercised	30,010
Payment of loans	(197,615)
Proceeds from issuance of common stock	250,000
Loan origination fees		(20,000)
Adjustment to shareholder receivables		(4,113)
Net cash provided by financing activities	4,519,395	4,994,827
Net increase (decrease) in cash during period	135,329	(151,652)
Cash, beginning of period	22,317	333,084
Cash, end of period	157,646	$ 181,432
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES
Conversion of debt, warrants and derivatives to equity, other	34,866,513
Conversion of debt, warrants and derivatives to equity, troubled debt restructuring	54,499,066
Conversion of Seaport warrants to equity	18,447,186
Conversion of accounts payable to equity	16,143,555
Securities pledged to creditors	$ 2,872,653

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Current assets:
Cash	$ 157,646	$ 22,317
Prepaid expenses and other current assets	397,782	103,178
Prepaid inventory	57,071	61,213
Research and development tax credit receivable	38,475	164,761
Accounts receivable		287,448
Inventories	1,541,348	1,426,140
Securities pledged to creditors - common stock	2,872,653
Total current assets	5,064,975	2,065,057
Property and equipment, net	45,020	51,387
Other long-term assets	36,333	36,333
Total assets	5,146,328	2,152,777
Current liabilities:
Accounts payable	3,533,531	4,733,031
Accrued advisory fees	7,625,000	7,625,000
Accrued expenses and other current liabilities	316,433	1,817,304
Accrued compensation	950,020	1,692,327
Accrued federal tax liability, including penalties and interest	6,062,983	6,232,925
Interest payable	1,685,550	57,474,111
Dividend payable		427,766
Deferred revenue	727,634	1,621,707
Derivative liabilities		8,327,602
Warrant liabilities		16,241,092
Related parties payable	$ 105,095	$ 1,547,082
Other Liability, Current, Related Party [Extensible Enumeration]	Related party	Related party
Total current liabilities	$ 28,706,324	$ 157,734,053
Earn-out liability	8,000
Total liabilities	46,415,775	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 September 30, 2025		28,895,316
Shareholders' deficit
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued
Common stock, $0.0001 par value; 500,000,000 shares authorized; 65,067,752 shares issued and outstanding as of September 30, 2025; 14,184,397 as of December 31, 2024	6,507	1,418
Shares to be issued (851,083 shares of common stock as of September 30, 2025; none as of December 31, 2024)	491,612
Additional paid-in capital	177,228,725
Accumulated deficit	(218,996,291)	(184,478,010)
Total shareholders' deficit	(41,269,447)	(184,476,592)
Total liabilities and shareholders' deficit	5,146,328	2,152,777
Non-related party
Current liabilities:
Interest payable	693,202	17,762,972
Short-term debt, net	7,700,078	27,648,051
Long-term debt, net	3,000,000
Related party
Current liabilities:
Interest payable	992,348	39,711,139
Short-term debt from related parties, net		$ 22,346,055
Long-term debt, net	$ 14,701,451