ScanTech AI Systems Inc 2024年度报告

FORM10-K (MARK ONE) (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging Growth Company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ Based on paragraph (iv) of the smaller reporting company definition under Rule 12b-2, the aggregate market value of the common stock of theregistrant held by non-affiliates of the registrant as of March 31, 2025 was $51,987,305.30. The closing price of the common stock on March31, 2025 as reported on the Nasdaq Global market was $2.03 per share. The calculation excludes shares of the registrant’s common stock heldby current executive officers, directors and stockholders that the registrant has concluded are affiliates of the registrant. This determination ofaffiliate status is not a determination for other purposes. The number of shares of the common stock of the registrant issued and outstanding as of March 31, 2025 was25,609,510shares of commonstock. None. SCANTECH AI SYSTEMS INC.FORM10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 TABLE OF CONTENTS PageCautionary Note Regarding Forward-Looking Statements2PART I4Item 1.Business4Item 1A.Risk Factors15Item 1B.Unresolved Staff Comments44Item 1C.Cybersecurity44Item 2.Properties44Item 3.Legal Proceedings45Item 4.Mine Safety Disclosures45PART II46Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities46Item 6.[Reserved]47Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations47Item 7A.Quantitative and Qualitative Disclosures About Market Risk55Item 8.Financial Statements and Supplementary Data55Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure55Item 9A.Controls and Procedures56Item 9B.Other Information57Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections57PART III58Item 10.Directors, Executive Officers and Corporate Governance58Item 11.Executive Compensation62Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters65Item 13.Certain Relationships and Related Transactions, and Director Independence.66Item 14.Principal Accountant Fees and Services68PART IV69Item 15.Exhibit and Financial Statement Schedules69Item 16.Form 10–K Summary70 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K of ScanTech AI Systems Inc. (“ScanTech AI”) contains forward-looking statements within the meaning of Section 27A of