STAI on OTC

ScanTech AI Systems Inc.

ScanTech AI Systems Inc. is an American Instruments For Meas and Testing of Electricity and Elec Signals company.1 It is headquartered in New York, New York.1 Its shares trade on OTC under the symbol STAI.1

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Last updated Oct 20, 2026.

Overview

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  • TickerSTAI on OTC1
  • IndustryInstruments For Meas & Testing of Electricity & Elec Signals1
  • HeadquartersNew York, New York1
  • Incorporated inDE2
  • Business address1177 Avenue Of The America, Suite 5100, New York, Ny 100362
  • Filer category, Emerging growth company2

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ScanTech AI Systems Inc. (“ScanTech AI”) was formed as a corporation under the laws of the State of Delaware on July 20, 2023.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2024

-1644.8%Operating margin5
-4254.4%Net margin5
-$6.6MFree cash flow5

Where the money goes

Where each dollar of revenue went, fiscal 2024

  • Cost of revenue12¢$448.1K
  • Research and development88¢$3.4M

Out of $542.2K in revenue.5 The company lost money this year.

Financial statements

Operating income5-$8.9M in 2024−7% since 2023
-$10.0M-$7.5M-$5.0M-$2.5M02023: -$9.6M-$9.6M20232024: -$8.9M-$8.9M2024−7%
Net income5-$23.1M in 2024−35% since 2023
-$40.0M-$30.0M-$20.0M-$10.0M02023: -$35.5M-$35.5M20232024: -$23.1M-$23.1M2024−35%
Fiscal year202220232024
Revenue$542.2K5
Cost of revenue$448.1K5
Research and development$3.2M5$3.4M5
Operating expenses$9.6M5$9.0M5
Operating income-$9.6M5-$8.9M5
Net income-$35.5M5-$23.1M5
Earnings per share-$0.205-$0.085
Earnings per share (diluted)-$0.205-$0.085
Shares (weighted, basic)188.6M shares5312.3M shares5
Shares (weighted, diluted)188.6M shares5312.3M shares5

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Corporate structure

ScanTech AI Systems Inc. sits at the top of its group. 3 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of ScanTech AI Systems Inc.

  • Polar Asset Management Partners Inc. Filed SCHEDULE 13G/A on ScanTech AI Systems Inc., latest Feb 17, 2026 (2 filings since May 15, 2025)
  • SEAPORT GLOBAL ASSET MANAGEMENT LLC Filed SCHEDULE 13D/A on ScanTech AI Systems Inc., latest Feb 12, 2026 (4 filings since May 8, 2025)
  • Shanchun Huang Filed SCHEDULE 13G on ScanTech AI Systems Inc., latest Jul 8, 2025
  • York Capital Management Global Advisors, LLC Filed SCHEDULE 13G on ScanTech AI Systems Inc., latest May 20, 2025
  • Silverback Capital Corp Filed SCHEDULE 13G on ScanTech AI Systems Inc., latest Mar 14, 2025 (2 filings since Feb 3, 2025)
  • ScanTech AI Systems Inc. New York, New York
    • Mars Acquisition Corp. Subsidiary · Cayman Islands
    • ScanTech Identification Beam Systems, LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What ScanTech AI Systems Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$05 Dec 31, 2024$43.9K5 Dec 31, 2023−100.0%

Inventory

ItemLatestA year beforeChange
Inventory, total$1.4M5 Dec 31, 2024$249.8K5 Dec 31, 2023+470.8%
Work in process$257.4K5 Dec 31, 2024$05 Dec 31, 2023
Finished goods$525.3K5 Dec 31, 2024$67.4K5 Dec 31, 2023+679.6%

Properties, in its own words

ScanTech leases a facility from VJ Properties, LLC (VJP) with approximately 14,000 rentable square feet of combined office and warehouse space located at 1735 Enterprise Dr., Buford, GA 30518. ScanTech is considering expanding its facilities starting approximately one year after the closing of the Business Combination, as it advances its business plan and works to commence manufacturing on a commercial scale.

On March 1, 2024, the Company entered into a month-to-month operating lease with VJP for combined office, workshop, manufacturing and warehouse space located in Buford, Georgia. As of December 31, 2024, the Company had one operating lease. The Company currently pays a rent of $15,773 per month for the leased space located in Buford, Georgia.

Item 2 of the 10-K filed May 14, 2025.4

Leadership

Who has led ScanTech AI Systems Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Dolan Falconer2025–now

Chief operating officer

  1. Marion Starns Iv.2025–now
Board members and other officers (10)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Mars Acquisition Corp. Cayman Islands3
  • ScanTech Identification Beam Systems, LLC Delaware3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Feb 10, 20268-K Listing notice or transfer; Regulation FD disclosure19
  2. Feb 6, 20268-K Entered a material agreement; Unregistered sale of shares20
  3. Jan 21, 20268-K Change of auditor21
  4. Jan 14, 20268-K Regulation FD disclosure22
  5. Jan 6, 20268-K Debt or obligation accelerated; Regulation FD disclosure23
  6. Dec 29, 20258-K Entered a material agreement; New debt or obligation; Unregistered sale of shares24
  7. Dec 15, 20258-K Regulation FD disclosure25
  8. Dec 12, 20258-K Change to shareholders' rights; Bylaws or fiscal year changed26
  9. Dec 10, 20258-K Executive or director change; Regulation FD disclosure27
  10. Dec 4, 20258-K Regulation FD disclosure28
  11. Dec 2, 20258-K Listing notice or transfer; Other events29
  12. Dec 1, 20258-K Entered a material agreement; Ended a material agreement; Unregistered sale of shares30
  13. Jan 28, 2025New chief executive Dolan Falconer becomes CEO8

Filings

125 filings to the SEC since October 2021: 1 annual reports, 6 quarterly reports, 35 major events, 33 insider forms, 10 large holders, 40 other. The latest 20:

  1. Sep 18, 2026SEC STAFF ACTION EDGAR
  2. Jun 8, 202625-NSE EDGAR
  3. May 18, 2026NT 10-Q EDGAR
  4. Mar 31, 2026NT 10-K EDGAR
  5. Feb 17, 2026SCHEDULE 13G/A EDGAR
  6. Feb 12, 2026SCHEDULE 13D/A EDGAR
  7. Feb 12, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  8. Feb 10, 20268-K EDGAR
  9. Feb 6, 20268-K EDGAR
  10. Jan 29, 20263 OWNERSHIP DOCUMENT EDGAR
  11. Jan 21, 20268-K EDGAR
  12. Jan 14, 20268-K EDGAR
  13. Jan 6, 20268-K EDGAR
  14. Dec 29, 20258-K EDGAR
  15. Dec 29, 20254 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  16. Dec 18, 2025SCHEDULE 13D/A EDGAR
  17. Dec 18, 20254 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  18. Dec 15, 20258-K EDGAR
  19. Dec 15, 202510-Q EDGAR
  20. Dec 12, 20258-K EDGAR

The 125 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

10 open-market trades by officers, directors and large owners since October 2021: 0 buys and 10 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Feb 10, 2026SEAPORT GLOBAL ASSET MANAGEMENT LLC10% ownerSale70,000$0.49$34.3KForm 4
Dec 22, 2025SEAPORT GLOBAL ASSET MANAGEMENT LLC10% ownerSale3,000$4.15$12.4KForm 4
Dec 17, 2025SEAPORT GLOBAL ASSET MANAGEMENT LLC10% ownerSale100$3.80$380Form 4
Dec 16, 2025SEAPORT GLOBAL ASSET MANAGEMENT LLC10% ownerSale3,000$4.29$12.9KForm 4
Oct 28, 2025SEAPORT GLOBAL ASSET MANAGEMENT LLC10% ownerSale10,000$0.66$6.6KForm 4
Oct 27, 2025SEAPORT GLOBAL ASSET MANAGEMENT LLC10% ownerSale133,628$0.69$92.2KForm 4
Oct 10, 2025SEAPORT GLOBAL ASSET MANAGEMENT LLC10% ownerSale125,000$0.73$91.2KForm 4
Sep 19, 2025SEAPORT GLOBAL ASSET MANAGEMENT LLC10% ownerSale115,000$0.51$58.6KForm 4
Jul 30, 2025SEAPORT GLOBAL ASSET MANAGEMENT LLC10% ownerSale110,000$0.95$104.5KForm 4
Jul 29, 2025SEAPORT GLOBAL ASSET MANAGEMENT LLC10% ownerSale5,000$1.01$5.0KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Dolan Falconer69$340.0K$1.2M36
2024Marion “Rocky” Starns76$335.0K$877.0K36
2024Dr. Christopher Green47$305.0K$742.0K36
2023Chief Executive Officer$370.5K$475.5K36
2023Executive VicePresident & Chief Operating Officer$295.0K$310.1K36
2023Vice President & Chief Technology Officer$267.0K36

SEC filer profile

How ScanTech AI Systems Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARScanTech AI Systems Inc.1
  • CIK0001994624
  • Employer ID (EIN)93-35025624
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)3825 Instruments For Meas & Testing of Electricity & Elec Signals1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address1177 Avenue Of The America, Suite 5100, New York, NY 100361
  • Phone88862212181
  • Shares outstanding75,613,124 as of Dec 11, 20257
  • Public float$52.0M as of Mar 31, 20254
  • AuditorUHY LLP, New York, New York PCAOB ID 1195; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceNov 13, 20231
  • Filings125 in all: 8-K (35), 4 (18), 3 (15), UPLOAD (6), CORRESP (5), SCHEDULE 13G (5), NT 10-Q (4), 10-Q (3)1
    All 31 form types

    10-Q/A (3), DRS/A (3), S-4/A (3), SCHEDULE 13D/A (3), 424B3 (2), DRSLTR (2), NT 10-K (2), 10-K (1), 25-NSE (1), 8-A12B (1), ARS (1), CERT (1), DEF 14A (1), DRS (1), EFFECT (1), PRE 14A (1), S-1 (1), S-1/A (1), S-4 (1), S-8 (1), SCHEDULE 13D (1), SCHEDULE 13G/A (1), SEC STAFF ACTION (1)

  • Latest filingsAnnual report (10-K) May 14, 2025
    Quarterly report (10-Q) Dec 15, 2025
    Proxy statement (DEF 14A) Oct 24, 2025
    Latest 8-K (8-K) Feb 10, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value of $0.0001 per shareSTAINasdaq

From the cover page of the 10-K filed May 14, 2025 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks ScanTech AI Systems Inc. names in Item 1A of its 10-K filed May 14, 2025: 65 risks under these headings, as written.4

  • Risks Related to ScanTech’s Business and Industry
  • ScanTech has a history of losses. ScanTech has not been profitable historically and may not achieve or maintain profitability in the future.
  • We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.
  • Our operating losses have raised substantial doubt regarding our ability to continue as a going concern, as stated in the auditors’ opinion, which includes an explanatory paragraph as of and for the years ended December 31, 2024 and 2023.
  • We are subject to governmental regulations in our key markets.
  • We may fail to obtain key certifications from the TSA and ECAC or to obtain certification during an opportune time in the acquisition cycles for new scanners.
  • We are in the early stages of commercialization and our fixed gantry technology may never achieve significant commercial market acceptance.
  • If we fail to properly manage our anticipated growth, our business could suffer.
  • We have limited experience commercializing our products or technology, which makes it difficult to evaluate our prospects and predict our products’ future performance.
  • Our sales will depend in part on our ability to establish and maintain confidence in our long-term business prospects among customers and others within our industry.
  • If we are not able to establish our brand or reputation as an industry leader, our business and operating results may be adversely affected.
  • If our customers are unable to implement our products successfully, or if we fail to effectively train our customers in installation of our products, customer perceptions of our products may be impaired or our reputation and brand may suffer.
The other 54 risks
  • We have no experience to date in manufacture of our security scanners on a commercial scale.
  • We face intense competition that can impact our ability to obtain contracts and therefore affect our future revenues and growth prospects.
  • If we are unable to compete effectively with new entrants and other potential competitors, our sales and profitability could be adversely affected.
  • If our products fail or are perceived to fail to detect threats such as a firearm or other potential weapon or explosive device, or if our products contain undetected errors or defects, these failures or errors could result in injury or loss of life, which could harm our brand and reputation and have an adverse effect on our business and results of operations.
  • Our future products may be affected from time to time by design and manufacturing defects that could adversely affect our business and result in harm to our reputation.
  • If the general level of security threats and attacks declines, or is perceived by our potential customers to have declined, our business could be harmed.
  • Our operating results may fluctuate for a variety of reasons, including our failure to close large volume opportunity customer sales.
  • If we are unable to acquire new customers, our future revenues and operating results will be harmed. Likewise, potential customer turnover in the future, or costs we incur to retain customers, could materially and adversely affect our financial performance.
  • If we do not successfully anticipate market needs and enhance our existing products or develop new products that meet those needs on a timely basis, we may not be able to compete effectively and our ability to generate revenues will suffer.
  • We utilize artificial intelligence, which could expose us to liability or adversely affect our business, especially if we are unable to compete effectively with others in adopting artificial intelligence.
  • A portion of our revenue will be generated by sales to government entities and such sales are subject to a number of challenges and risks.
  • We are subject to the U.S. government’s security requirements for our facility and personnel security clearances, which are prerequisites to our ability to perform on contracts for the TSA.
  • Our operating results may be harmed if we are required to collect sales and use or other related taxes for our products in jurisdictions where we have not historically done so.
  • We may acquire or invest in other companies or technologies in the future, which could divert management’s attention, fail to meet our expectations, result in additional dilution to our stockholders, increase expenses, disrupt our operations or otherwise harm our operating results.
  • We are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.
  • Our business and operations would suffer in the event of failures in our internal computer systems.
  • Risks Related to Reliance on Third Parties
  • We will rely on distribution partners to generate a portion of our revenue, both in the United States and in emerging international markets which are generally slower to develop. If we fail to maintain successful relationships with our distribution partners, or if our partners fail to perform, our ability to market, sell and distribute our products will be limited, and our business, financial position and results of operations will be harmed.
  • Increases in component costs, long lead times, supply shortages, and supply changes could disrupt our supply chain and have an adverse effect on our business, financial condition, and operating results.
  • Changes in trade policies, including the imposition of tariffs, could negatively impact our business, financial condition, and results of operations.
  • We incorporate technology and components from third parties into our products, and our inability to obtain or maintain rights to the technology could harm our business.
  • The U.S. federal government has “march-in rights” under our Cooperative Research and Development Agreement (“CRADA”) with the Department of Homeland Security.
  • Our use of “open source” software could subject our proprietary software to general release, negatively affect our ability to offer our products and subject us to possible litigation.
  • Risks Related to Intellectual Property
  • Our intellectual property rights are valuable and any inability to protect our proprietary technology and intellectual property rights could substantially harm our business and operating results.
  • Assertions by third parties of infringement or other violations by us of their intellectual property rights, whether or not correct, could result in significant costs and harm our business and operating results.
  • Confidentiality arrangements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.
  • Risks Related to Management and Employees
  • We are dependent on the continued services and performance of our senior management and other employees.
  • Our management has limited experience as executive officers of a public company.
  • We are dependent on our ability to successfully hire, train, manage and retain qualified personnel, especially those in sales and marketing and research and development.
  • If we do not effectively hire, train, and retain qualified sales and marketing personnel, we may be unable to acquire new customers or sell additional products to successfully pursue our growth strategy.
  • Risks Related to Regulation and Litigation
  • Our business and operations expose us to numerous legal and regulatory requirements, and any violation of these requirements could harm our business.
  • We are subject to governmental export and import controls and laws that could subject us to liability if we are not in compliance with such laws.
  • We may in the future be subject to legal proceedings, regulatory disputes and governmental inquiries that could cause us to incur significant expenses, divert management’s attention, and materially harm our business, results of operations, cash flows and financial condition.
  • Risks Related to Indebtedness and Other Liabilities
  • We have a substantial accrued payroll tax liability of approximately $6.23 million as of December 31, 2024. There is no guarantee we can resolve this liability to the satisfaction of the IRS.
  • We face risks related to our indebtedness.
  • Seaport has agreed with both Mars and ScanTech to exchange its current secured promissory note for long-term senior secured debt upon the consummation of the business combination. The agreements with Seaport will impose operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business opportunities or otherwise negatively impact our business.
  • We have an outstanding judgment against us, which could result in us losing certain of our assets.
  • There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq or any other exchange.
  • If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of our securities may decline.
  • We are dependent upon our executive officers and directors and their departure could adversely affect our ability to operate.
  • Our Amended and Restated Certificate of Incorporation (as amended, the “Charter”) designated the Court of Chancery of the State of Delaware and the federal district courts of the United States of America as the exclusive forums for certain disputes between the post-combination company and its stockholders, which will restrict such stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.
  • Actions of stockholders could cause us to incur substantial costs, divert management’s attention and resources and have an adverse effect on its business.
  • We will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results of operations.
  • If we fail to maintain effective internal control over financial reporting, the price of our Common Stock may be adversely affected.
  • Risks Related to our Common Stock
  • There will be a substantial number of our Common Stock available for sale in the future that may adversely affect the market price of our Common Stock.
  • The price of our Common Stock may be volatile and may decline, resulting in a loss of some or all of your investment.
  • We do not intend to pay cash dividends for the foreseeable future.
  • Future resales of Common Stock may cause the market price of our securities to drop significantly, even if our business is doing well.
  • We may issue additional common stock or other equity securities, which would dilute existing stockholders’ interests and may depress the market price of our Common Stock.
  • There may not be an active trading market for our Common Stock, which would adversely affect the liquidity and price of our securities and make it difficult for stockholders to sell our Common Stock.
  • Because we have no current plans to pay cash dividends on our Common Stock for the foreseeable future, stockholders may not receive any return on investment unless they sell our Common Stock for a price greater than that which stockholders paid for it.
  • If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our Common Stock could decline.
  • Our issuance of additional capital stock in connection with financings, acquisitions, investments, our stock incentive plans or otherwise could dilute the ownership and voting power of our stockholders.
  • Our business and stock price may suffer as a result of our lack of public company operating experience.
  • If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, the price of our Common Stock may be adversely affected, and our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

Legal proceedings

From the first quarter of 2017 through October 31, 2023, the Company did not remit U.S. federal taxes from amounts withheld from employee wages, and also did not remit the employer portion of such taxes. In addition, during the same period, the Company did not file quarterly federal tax returns on Form 941 to report income taxes and payroll taxes withheld from employee wages. As a result, the Company has an accrued payroll tax liability on its balance sheet that amounted to $6.3 million as of December 31, 2024. Although we are actively discussing a settlement with the IRS, there can be no assurance that that the IRS will agree to the terms of a settlement and not instead demand immediate payment of the amounts due. Even if a settlement offer is accepted, the terms of any settlement may require substantial upfront payments, which we may not have sufficient funds available for. In addition, willful failure to comply with statutory obligations to collect, account for and pay over taxes imposed on employees is a federal criminal offense. There can be no assurance that the Department of Justice will not commence criminal charges against us and our management for failure to remit payroll taxes to the IRS.

For the payroll period from November 1, 2023 to November 30 2023, the payments on income taxes withheld and the employee and employer portion of the payroll taxes were made on December 15, 2023. The failure to deposit penalty and associated interest was calculated and recorded in Balance Sheets under the caption of accrued federal tax liability, penalties and interest.

The opening of Item 3, Legal Proceedings.4

Sources

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