UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
On September 18, 2025, UHY LLP (“UHY”) notified the Audit Committee of the Board of Directors of ScanTech AI Systems, Inc. (the “Company”) that it had resigned as the Company’s independent registered public accounting firm, effective immediately.
UHY advised the Company in writing (the “Notice”) that its resignation related to the Company’s filing of its Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Form 10-Q”). The Notice stated that UHY had not completed its review, nor provided notice that UHY had completed its review, of the June 30, 2025 financial statements prior to its filing by the Company on Form 10-Q on September 17, 2025.
The reports of UHY on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and 2024 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except for the inclusion of an explanatory paragraph regarding the substantial doubt about the Company’s ability to continue as a going concern.
During the Company’s two most recent fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through September
18, 2025, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company
and UHY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of UHY, would have caused UHY to make reference to the subject matter of the disagreements in connection
with the reports on the Company’s financial statements for such years. In addition, during the Company’s two most recent fiscal
years ended December 31, 2024 and 2023 and the subsequent interim period through September 18, 2025, there were no “reportable events”
(as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except that the Company concluded on material weaknesses
in the Company’s internal control over financial reporting as of December 31, 2024 and 2023 that business process controls across
the entity’s financial reporting processes were not effectively designed and implemented to properly address the risk of material
misstatement, including controls without proper segregation of duties between preparer and reviewer.
The Company provided UHY with a copy of this Current Report on Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (the “SEC”) and requested that UHY furnish the Company with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated September 24 2025, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.
The Audit Committee has begun the process of selecting a new independent registered public accounting firm.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 16.1 | Letter from UHY, dated September 24, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 24, 2025 | SCANTECH AI SYSTEMS INC. | |
| By: | /s/ Dolan Falconer | |
| Name: | Dolan Falconer | |
| Title: | Chief Executive Officer | |