STAI ScanTech AI Systems Inc

ScanTech AI Systems Inc. (NASDAQ: STAI) (the “Company” or “ScanTech AI”), a leading publicly-traded innovator of next-generation checkpoint security scanning products and technology, in a statement today, through its CEO, Dolan Falconer, confirmed the Company has no convertible or variable rate indebtedness and no dilutive equity structure on its balance sheet, a departure from many recent deSPAC transactions and a factor management believes is a powerful platform to finance its growth objectives. 

On February 10, 2025, ScanTech AI filed its initial resale registration statement which will register additional shares on behalf of certain long-term ScanTech AI stockholders. “Unlike many deSPAC companies, ScanTech AI does not have any death spiral structured convertible indebtedness on its balance sheet and its registration statement reflects efficient capital structure management, to the benefit of stockholders. Management remains committed to making prudent financing decisions as we continue to grow our business.”

In addition, of the approximately 5.4 million shares of common stock in the resale registration statement, only about 2.8 million are not subject to any lock-up and are freely tradable, while the remaining shares are locked up for six months or more.

In addition to reporting a balance sheet without any toxic convertible debt financing, the Company currently has no equity line of credit (ELOC) or other dilutive equity financing that requires the registration of substantial amounts of new shares. 

“Even with the filing of the resale registration statement, we remain committed to protecting stockholders from dilutive financings,” Mr. Falconer, the CEO of the Company, continued. “In fact, nearly half of the shares registered in the resale registration statement were registered on behalf of an affiliate and cannot be freely sold into the market.”

The Company’s recently completed deSPAC transaction has established it as a public company with strong growth potential. The deSPAC transaction provided benefits to the Company’s stockholders, such as:

1. Restructured balance sheet.  The deSPAC process facilitated a complete restructuring of the Company’s balance sheet, recapitalizing indebtedness and creating an equity capitalization more favorable for stockholders with most of our funded debt in the form of 5-year and 3-year balloon maturities.

2. Experienced management and board.  The Company has a new, stronger board of directors with both homeland security and public company expertise, combined with a new, strengthened finance team.

3. New growth avenues.  The transition to a public company has opened new and exciting avenues for growth in its core verticals and combined with recent events, unlocked new potential customer opportunities. 

We remain focused on executing our strategy, which is built on a robust foundation of innovation, operational excellence, and a clear vision for the future. Our team is laser-focused on expanding our market presence, with the aim of disrupting the security screening industry for years to come.

Mr. Falconer, the CEO of the Company, also reaffirmed the Company’s ongoing commitment to transparency, stockholder engagement, and long-term growth. ScanTech AI continues to work closely with its investors, providing insight into the Company’s strategic roadmap and financial performance.

About ScanTech AI Systems, Inc. (NASDAQ: STAI)

ScanTech AI is an innovator of next-generation “fixed-gantry” checkpoint security scanners for use at airports, border checkpoints, public events, and for parcel and cargo screening. ScanTech AI scanners are already safeguarding Canada’s largest nuclear power plants and have been deployed for operational testing by the TSA at Philadelphia International and San Diego International Airports. ScanTech AI’s checkpoint scanners instantly and automatically detect many conventional and advanced weapons, explosives, drugs, cash, and other hazardous materials and contraband without the potential for human error or the need to open bags, parcels, or containers.

While similar in appearance to existing checkpoint scanners, ScanTech AI’s solutions leverage CT-grade detection capabilities and imaging—without the moving parts, reliability issues, and expense of traditional CT scanners. Low acquisition and maintenance costs, faster throughput, and AI-driven threat detection are core benefits for government agencies and private-sector customers seeking to leave liquids and electronics in bags while maintaining the highest security standards.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”), including statements regarding ScanTech AI’s management team’s expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future, including possible business combinations, revenue growth and financial performance, product expansion and services. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Additionally, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on the current expectations and beliefs made by the management of ScanTech AI, in light of their respective experience and their perception of historical trends, current conditions and expected future developments and their potential effect on ScanTech AI, as well as other factors they believe are appropriate under the circumstances. There can be no assurance that future developments affecting ScanTech AI will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including product and service acceptance, regulatory oversights, research and development success, and that ScanTech AI will have sufficient capital to operate as anticipated. Should one or more of these risks of uncertainties materialize, or should any of the assumptions of ScanTech AI prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Additional factors that could cause actual results to differ are discussed under the heading “Risk Factors” and in other sections of the filings of ScanTech AI (and its predecessor, Mars) with the SEC, and in the current and periodic reports filed or furnished by ScanTech AI (and its predecessor, Mars) from time to time with the SEC. All forward-looking statements in this press release are made as of the date hereof, based on the information available to ScanTech AI as of the date hereof, and ScanTech AI assumes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may otherwise be required under applicable securities laws.

Contact

ScanTech AI Systems Inc. James White, CFO jwhite@scantechibs.com 

Investor & Media Relations

International Elite Capital Inc. Annabelle Zhang +1(646) 866-7928annabelle@iecapitalusa.com