{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-117322","form_type":"8-K","ticker":"STAI","cik":"0001994624","company_name":"ScanTech AI Systems Inc.","filed_at":"2025-12-01T23:59:59+00:00","discovered_at":"2026-05-14T18:02:41.237004+00:00","generated_at":"2026-05-16T15:56:35.577990+00:00","sec_items":["1.01","1.02","3.02","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"ScanTech AI issues 2.5M shares for $550K legal fees; up to 3.9M more shares contingent on S-1 amendment","bullets":["Issued 2.5M Legal and Expense Shares on Nov 25, 2025 to cover $550K Steele legal fees.","Issued 1.2M First Tranche Shares on Nov 25, 2025; additional shares up to 1.5M if registration deadline missed.","Amendment deletes Paragraph G of prior Supplemental Agreement, removing condition tied to TF Parties settlement.","Company must file S-1 amendment by Jan 30, 2026 to register all shares; use best efforts for SEC effectiveness.","Total potential share issuance capped at 19.99% of outstanding common stock."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-117322","json":"https://secwatch.observer/filing/0001104659-25-117322.json","markdown":"https://secwatch.observer/filing/0001104659-25-117322.md","text":"https://secwatch.observer/filing/0001104659-25-117322.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1994624/000110465925117322/0001104659-25-117322-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1994624/000110465925117322/tm2532338d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T15:56:35.577990+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"545046d7b69a2b06e61304c53d827c0c58cf506a","claim":"ScanTech AI Systems Inc. issued 1,200,000 shares of the Company's common stock (the \"First Tranche Shares\") of common stock to Steele Interests.","evidence_excerpt":"No later than 5:00 p.m. (Eastern) on November 25, 2025, the Company agreed to issue and deliver to an account for the benefit of Steele Interests, at Continental, 1,200,000 shares of the Company’s common stock (the “First Tranche Shares”).","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1994624/000110465925117322/0001104659-25-117322-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"1,200,000 shares of the Company's common stock (the \"First Tranche Shares\")"},{"label":"Purchaser","value":"Steele Interests"}],"fact_type":"equity_issuance"},{"claim_id":"e359e4bd81e1df200e0ab654d4fb43e74a837741","claim":"ScanTech AI Systems Inc. issued 2,500,000 shares of the Company's common stock (the \"Legal and Expense Shares\") of common stock to Steele Lenders and Steele Interests for reimbursement of legal fees ($550,000).","evidence_excerpt":"The Company and SIBS each acknowledged and agreed that they, on a joint and several basis, are justly indebted to, and currently owe and shall pay, the Steele Lenders a total of $550,000 as reimbursement of legal fees paid and/or previously incurred by the Steele Lenders in connection with certain loans made by the Steele Lenders to SIBS and the Exchange Agreement","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1994624/000110465925117322/0001104659-25-117322-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"2,500,000 shares of the Company's common stock (the \"Legal and Expense Shares\")"},{"label":"Purchaser","value":"Steele Lenders and Steele Interests"},{"label":"Consideration","value":"reimbursement of legal fees ($550,000)"}],"fact_type":"equity_issuance"},{"claim_id":"d7d2c5daa6f2671acc8386a3e11e93762df6004b","claim":"ScanTech AI Systems Inc. amended Agreement and Amendment No. 1 to the Supplemental Agreement with Steele Interest LLC and Steele Lenders (Steele I-IV) valued at Amendment to Supplemental Agreement involving stock issuance of up to 2,500,000 Legal and Expense Sh (effective 2025-11-24).","evidence_excerpt":"On November 24, 2025 (the “Effective Date”), ScanTech AI Systems Inc. (the “Company”) entered into the Agreement and Amendment No. 1 to the Supplemental Agreement (the “Agreement”) by and between the Company, Karl Brenza (for limited purposes), ScanTech Identification Beam Systems LLC (“SIBS”), Steele Interest SIBS LLC (“Steele I”), Steele Interest SIBS II LLC (“Steele II”), Steele Interest SIBS III LLC (“Steele III”), Steele Interest SIBS IV LLC (“Steele IV” and together with Steele I, Steele II, and Steele III, referred to as the “Steele Lenders”), and Steele Interest LLC (“Steele Interests” and, collectively with the Steele Lenders, “Steele”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1994624/000110465925117322/0001104659-25-117322-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Counterparty","value":"Steele Interest LLC and Steele Lenders (Steele I-IV)"},{"label":"Value","value":"Amendment to Supplemental Agreement involving stock issuance of up to 2,500,000 Legal and Expense Sh"},{"label":"Effective","value":"2025-11-24"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}