---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-099741"
form_type: "8-K"
ticker: "STAI"
cik: "0001994624"
company_name: "ScanTech AI Systems Inc."
filed_at: "2025-10-15T23:59:59+00:00"
generated_at: "2026-05-17T03:47:40.553428+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# ScanTech AI faces default claims from two noteholders; $2.7M at risk

## Summary
- SPCC asserts Event of Default on $1.5M senior secured note; claims mandatory repayment of $1,625,883 as of Oct 10, 2025.
- SPCC asserts default interest at 18% p.a. since Sep 11; conversion discount rises from 20% to 45% on future conversions.
- Polar asserts that failure to register shares by Aug 1 voids settlement; $1.25M note now due at 18% default interest.
- Company disputes both notices and reserves right to contest; unable to resolve could materially affect liquidity.
- Board approved amended bylaws; quorum set at one-third voting power; annual meeting set for Nov 21, 2025.

## SEC filing metadata
- accession: 0001104659-25-099741
- form_type: 8-K
- ticker: STAI
- cik: 0001994624
- company_name: ScanTech AI Systems Inc.
- filed_at: 2025-10-15T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.02, 2.04, 5.03, 5.08, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1994624/000110465925099741/0001104659-25-099741-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1994624/000110465925099741/tm2528726d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-099741
- JSON: https://secwatch.observer/filing/0001104659-25-099741.json
- Plain text: https://secwatch.observer/filing/0001104659-25-099741.txt

## Key facts
- Debt Financings
  ScanTech AI Systems Inc. reported a default on debt of $1,250,000 with Polar Multi-Strategy Master Fund at 18% per annum.
  - Principal: $1,250,000
  - Counterparty: Polar Multi-Strategy Master Fund
  - Rate: 18% per annum
  - Event: default
  source text: into a subscription and settlement agreement (the “Polar Subscription and Settlement Agreement”) related to a promissory note dated December 31, 2024 with a principal amount of $1,250,000 (the “Polar Note”). On October 10, 2025, the Company received correspondence (the “Polar Notice”) from Polar that asserted that, because certain shares of the Company’s common
  evidence_url: https://www.sec.gov/Archives/edgar/data/1994624/000110465925099741/0001104659-25-099741-index.htm
- Debt Financings
  ScanTech AI Systems Inc. reported a default on senior notes of up to $1,500,000 with Southern Point Capital Corporation at 15% per annum, default rate 18% maturing July 3, 2026.
  - Instrument: senior notes
  - Principal: up to $1,500,000
  - Counterparty: Southern Point Capital Corporation
  - Rate: 15% per annum, default rate 18%
  - Maturity: July 3, 2026
  - Event: default
  source text: 3, 2025, pursuant to the terms of which the Company issued a senior secured promissory note (the “340 Broadway/SPCC Note”) to 340 Broadway with a total principal amount of up to $1,500,000 which bears interest at an annual rate of 15% and matures on July 3, 2026. 340 Broadway subsequently assigned a portion of the 340 Broadway/SPCC Note to Southern Point Capital
  evidence_url: https://www.sec.gov/Archives/edgar/data/1994624/000110465925099741/0001104659-25-099741-index.htm
- Governance Changes
  ScanTech AI Systems Inc.: Approved First Amended and Restated Bylaws, changing quorum requirement to one-third voting power, updating stockholder proposal and director nomination procedures, and allowing board size to be fixed by majority of directors then in office (effective 2025-10-13).
  - Change: bylaw amendment
  - Effective: 2025-10-13
  source text: The Amended and Restated Bylaws were amended to, among other revisions, (i) generally provide that a quorum at any meeting of stockholders is at least one-third in voting power of the outstanding shares of capital stock entitled to vote, present in person or represented by proxy, (ii) update how stockholders are to submit proposals or director nominations, and (iii) generally provide that the total number of directors constituting the Board shall be fixed from time to time by resolution of a majority of the directors then in office.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1994624/000110465925099741/0001104659-25-099741-index.htm

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