ScanTech AI Systems Inc 2025年季度报告

FORM10-Q (MARK ONE) ☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number:001-42463 ScanTech AI Systems Inc.(Exact name of registrant as specified in its charter) Name of each exchange on which registeredTheNasdaqStock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing 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 toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit 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 is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The number of shares of the common stock of the registrant issued and outstanding as of July 15, 2025 was48,262,310shares of common SCANTECH AI SYSTEMS INC.FORM10-Q FOR THE QUARTER ENDED MARCH 31, 2025 TABLE OF CONTENTS PART 1 – FINANCIAL INFORMATION 3 Item 1. – Financial Statements (unaudited)3Condensed Consolidated Balance Sheets (unaudited)3Condensed Consolidated Statements of Operations (unaudited)4Condensed Consolidated Statements of Shareholders’ Deficit (unaudited)5Condensed Consolidated Statements of Cash Flows (unaudited)6Notes to Condensed Consolidated Financial Statements (unaudited)7Item 2. – Management’s Discussion and Analysis of Financial Condition And Results of Operations37Item 3. – Quantitative and Qualitative Disclosures about Market Risk45Item 4. – Controls and Procedures46 PART II – OTHER INFORMATION Item 1. – Legal Proceedings47Item 1A. – Risk Factors47Item 2. – Unregistered Sales of Equity Securities and Use of Proceeds48Item 3. – Defaults Upon Senior Securities49Item 4. – Mine Safety Disclosures49Item 5. – Other Information49Item 6. – Exhibits49 SIGNATURES50 PART 1 - FINANCIAL INFORMATION SCANTECH AI SYSTEMS INC.CONDENSED CONSOLIDATED BALANCE SHEETS SCANTECH AI SYSTEMS INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED) For the Three Months EndedMarch31,20252024Revenue$365,471$—Cost of goods sold238,592—Operating expenses:General and administrative expenses4,763,7161,110,229Research and development expenses1,018,352875,342Depreciation and amortization8,2158,119Total operating expenses5,790,2831,993,690Loss from operations(5,663,404)(1,993,690)Other income (expense):Change in fair value of derivative liabilities(827,445)(541,639)Change in fair value of warrant liabilities223,162(13,043,192)Change in earnout liability(30,000)—Transaction costs expensed(9,665,004)—Gain on settlement of forward purchase agreement1,406,669—Interest expense(723,467)(2,872,951)Other income—14,019Gains from extinguishment of debt, net12,592,052—Total other income (expense):2,975,967(16,443,763)Loss before income taxes(2,687,437)(18,437,453)Provision for income taxes——Net loss$(2,687,437)$(18,437,453)Net loss per share/unit:Basic and diluted$(0.12)$(0.09)Weighted average number of shares/units:Basic and diluted23,198,658220,025,101 SCANTECH AI SYSTEMS INC.CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT(UNAUDITED) SCANTECH AI SYSTEMS INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED) SCANTECH AI SYSTEMS INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Organization and Nature of Operations ScanTech AI Systems Inc. (the “Company” or “ScanTech AI”), formerly known as ScanTech IdentificationBeam Systems, LLC (the “Legacy Company” or “ScanTech”), is incorporated in Delaware with headquarters inBuford, Georgia. The Company is developing and deploying security screening systems that protect travelers andother members of the public from criminals, terrorists and other bad actors. It has developed a proprietaryComputed Tomography scanning system that uses fixed-gantry technology t