---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-002113"
form_type: "8-K"
ticker: "STAI"
cik: "0001994624"
company_name: "ScanTech AI Systems Inc."
filed_at: "2025-01-08T23:59:59+00:00"
generated_at: "2026-05-28T07:19:04.338871+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# ScanTech AI completes de-SPAC merger with Mars; shares list on Nasdaq under STAI

## Summary
- Business combination closed Jan 2, 2025; ScanTech becomes wholly owned subsidiary of Pubco.
- Former ScanTech holders received 14,184,397 Pubco shares (~75.8% of total); Mars holders got ~24.2%.
- Gross proceeds of ~$10.27M from $3.0M financing and $7.27M net from trust after redemptions.
- Pubco common stock listed on Nasdaq Global Market under STAI on Jan 3, 2025.
- Earnout shares up to 10% of diluted shares contingent on TSA cert, orders, and revenue/EBITDA targets.

## SEC filing metadata
- accession: 0001104659-25-002113
- form_type: 8-K
- ticker: STAI
- cik: 0001994624
- company_name: ScanTech AI Systems Inc.
- filed_at: 2025-01-08T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 2.01, 1.01, 3.02, 9.01, 3.01, 3.03, 5.03, 5.01, 5.02, 5.05, 5.06
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1994624/000110465925002113/0001104659-25-002113-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1994624/000110465925002113/tm252621d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-002113
- JSON: https://secwatch.observer/filing/0001104659-25-002113.json
- Plain text: https://secwatch.observer/filing/0001104659-25-002113.txt

## Key facts
- Governance Changes
  ScanTech AI Systems Inc.: Adoption of Amended and Restated Certificate of Incorporation, effective upon filing with Delaware Secretary of State on December 31, 2024 (effective 2024-12-31).
  - Change: charter amendment
  - Effective: 2024-12-31
  source text: The Proposed Amended and Restated Certificate of Incorporation , which became effective upon filing with the Secretary of State of the State of Delaware on December 31, 2024, includes the amendments proposed by the Advisory Charter Proposals and approved at the Advisory Charter Proposals.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1994624/000110465925002113/0001104659-25-002113-index.htm
- Governance Changes
  ScanTech AI Systems Inc.: Upon closing of the Business Combination, Pubco ceased to be a shell company.
  - Change: shell status
  source text: Upon the Closing, Pubco ceased to be a shell company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1994624/000110465925002113/0001104659-25-002113-index.htm
- Governance Changes
  ScanTech AI Systems Inc.: Adoption of Proposed Bylaws, effective as of the Effective Time on December 31, 2024 (effective 2024-12-31).
  - Change: bylaw amendment
  - Effective: 2024-12-31
  source text: on December 31, 2024, pursuant to the approval of the Advisory Charter Proposals, the Pubco Board approved and adopted the Proposed Bylaws, which became effective as of the Effective Time.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1994624/000110465925002113/0001104659-25-002113-index.htm
- Governance Changes
  ScanTech AI Systems Inc.: Adoption of a new Code of Ethics applicable to directors, officers, and employees.
  - Change: code of ethics
  source text: In connection with the Closing, the Pubco Board approved and adopted a new Code of Ethics applicable to directors, officers and employees (the "Code of Ethics").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1994624/000110465925002113/0001104659-25-002113-index.htm
- M&A Transactions
  ScanTech AI Systems Inc. underwent a change of control involving Mars Acquisition Corp. (closed 2025-01-02).
  - Action: change of control
  - Counterparty: Mars Acquisition Corp.
  - Closing: 2025-01-02
  source text: At the closing of the Business Combination, which occurred on January 2, 2025 (“ Closing ”), Purchaser Merger Sub merged with and into Mars, with Mars continuing as the surviving entity (“ Purchaser Merger ”),
  evidence_url: https://www.sec.gov/Archives/edgar/data/1994624/000110465925002113/0001104659-25-002113-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.