UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 24, 2026

ScanTech AI Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42463

93-3502562

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification No.)

1735 Enterprise Drive

Buford, Georgia

30518

(Address of principal executive offices)

(Zip Code)

+1 (470) 655-0886

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		STAI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On February 2 4, 2026, ScanTech AI Systems Inc. (the “Company”) received ~~entered into~~ a ~~Settlement~~deficiency ofletter ~~Indebtedness~~ (the “~~Settlement~~MVPHS ~~Agreement~~Notice”) ~~with~~from ~~Maximcash~~Nasdaq ~~Solutions~~Listing Qualifications Department of The Nasdaq Stock Market LLC (“~~Maximcash~~Nasdaq”) tonotifying ~~resolve~~the ~~Maximcash’s~~Company ~~allegations~~that, ~~resulting~~based ~~from~~upon ~~alleged~~Nasdaq’s ~~defaults~~review ~~pursuant~~of to the ~~Business~~Company’s ~~Loan~~market ~~and~~value of publicly ~~Security~~held ~~Agreement~~shares (~~the~~ “~~Loan Agreement~~MVPHS”), ~~dated~~for ~~May 14,~~previous ~~2025~~30 byconsecutive ~~and~~business ~~between~~days ended February 3, 2026, the Company ~~and~~is ~~Maximcash~~not in compliance with Nasdaq Listing Rule 5450(b)(2)(C) to maintain a MVPHS of at least $15 million (the “MVPHS Requirement”).

On the terms and subject to the conditions set forth in the Settlement Agreement, the Company agreed to settle Maximcash’s indebtedness by issuing Maximcash 350,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share. In ~~exchange~~accordance ~~for~~with ~~the~~Nasdaq ~~issuance of the Shares~~rules, ~~Maximcash~~ ~~has agreed to unconditionally and irrevocably release and discharge~~ the Company ~~and~~was ~~its~~provided ~~respective~~180 ~~representatives from and~~calendar ~~against~~days ~~any and all claims arising out of~~ (or ~~relating~~until toAugust ~~the Loan Agreement~~3, ~~including~~2026) ~~the total discharge amount of $608,997.31 of indebtedness allegedly owed~~ to ~~Maximcash.~~regain ~~Further,~~compliance ~~the~~with ~~Settlement Agreement will act to terminate and cancel~~ the ~~Loan~~MVPHS ~~Agreement and all related promissory notes, security agreements, guarantees, amendments, and other loan documents executed in connection therewith~~Requirement. ~~With~~To ~~certain~~regain ~~exceptions detailed in the Settlement Agreement~~compliance, ~~Maximcash and~~ the ~~Company~~minimum ~~agreed~~MVPHS tomust aclose ~~mutual release of all claims related to the Loan Agreement,~~at a$15 ~~certain~~million ~~lawsuit~~or ~~that~~more ~~had~~for ~~been brought by Maximcash against the Company (the “Lawsuit”), and certain other matters. Maximcash also agreed to file~~ a ~~stipulated~~minimum ~~dismissal with prejudice~~ of ~~the~~10 ~~Lawsuit~~consecutive ~~within two~~ business days ~~of Maximcash’s receipt of the Shares~~.

~~The~~On ~~Settlement~~February ~~Agreement~~6, ~~also~~2026, ~~provides~~the ~~Maximcash certain~~Company received a delisting letter (the “~~piggyback~~Delisting Letter”) ~~registration~~notifying ~~rights~~the ~~that~~Company ~~could~~of ~~require~~the Nasdaq Hearing Panel’s (the “Panel”) determination to deny the Company’s request to ~~register~~continue its listing on the ~~Shares~~Nasdaq Global Market. The Panel determined the Company to be in aviolation ~~subsequent~~of ~~registration~~Listing Rules 5250(c)(1) ~~statement~~and ~~with~~5450(b)(2)(A), the ~~U.S.~~Periodic ~~Securities~~Filing Rule, and ~~Exchange~~the ~~Commission~~MVLS Rule, respectively.

~~The~~As ~~foregoing~~previously ~~description~~disclosed, of the ~~Settlement Agreement~~decision ~~does~~was ~~not~~based ~~purport~~on tothe behearing ~~complete~~of ~~and~~the Panel isheld ~~qualified~~on inJanuary ~~its~~22, ~~entirety~~2026. byTrading ~~reference~~in to the ~~full~~Company’s ~~text~~securities ofwill ~~the~~be ~~Settlement~~suspended ~~Agreement, a~~at ~~copy~~the open of ~~which~~trading ison ~~filed~~February ~~as Exhibit~~ 10.1, to2026 (the ~~this Current Report on Form 8-K and is incorporated herein by reference~~“Delisting”).

~~Item~~The 3Company has 15 days to submit a written request for the Nasdaq Listing and Hearing Review Council (the “Listing Council”) to review the Delisting.02 ~~Unregistered~~The ~~Sales~~Company is currently exploring options to appeal the decision. The Listing Council may also determine to review any Panel decision within 45 calendar days after issuance of its ~~Equity~~written ~~Securities~~decision. If the Listing Council determines to review the Delisting, it may affirm, modify, reverse, dismiss or remand the decision of the Panel.

The ~~information~~Company ~~set~~intends ~~forth~~to ~~under~~submit ~~Item~~an ~~1.01~~application to trade on the OTCQB ~~above~~Venture isMarket ~~incorporated~~(the by“OTCQB”), ~~reference~~though ~~into~~no ~~this~~assurance ~~Item~~can 3be provided that the Company will satisfy the criteria for trading on the OTCQB or that OTC Markets Group, Inc.02 will approve the Company’s application to trade on the OTCQB.

~~The~~Item Company issued or expects to issue the Shares in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 3(a)(9) under the Securities Act as securities exchanged by the issuer with its existing security holder exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange7.01 ~~Maximcash is~~Regulation anFD ~~existing holder of the Company’s common stock~~Disclosure.

~~Item~~On February 9~~.01~~, ~~Financial~~2026, ~~Statements~~the Company issued a press release announcing the receipt of the Nasdaq delisting determination, the anticipated suspension of trading of the Company’s common stock on The Nasdaq Global Market, the Company’s right to appeal such determination, and ~~Exhibits~~the Company’s intention to apply for quotation on the OTCQB Venture Market. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
10.1		Settlement of Indebtedness, dated February 2, 2026, by and between the Company and Maximcash
99.1		Press Release, dated February 9, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This Current Report on Form 8-K 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, without limitation, statements regarding the Company’s expectations, plans, intentions, strategies, prospects or beliefs with respect to the Nasdaq delisting process, any appeal to the Nasdaq Listing and Hearing Review Council, the timing and outcome of any such appeal, the suspension of trading of the Company’s securities on The Nasdaq Global Market, the Company’s ability to satisfy the requirements for quotation on the OTCQB Venture Market or any other trading market, and the Company’s future operations, liquidity and capital resources following any delisting. 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 Current Report on Form 8-K are based on the current expectations and beliefs made by the management of the Company, in light of their respective experience and their perception of historical trends, current conditions and expected future developments and their potential effect on the Company, as well as other factors they believe are appropriate under the circumstances. There can be no assurance that future developments affecting the Company will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties and assumptions, many of which are beyond the Company’s control, that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the risk that the Company is unable to successfully appeal the Nasdaq delisting determination, the suspension or termination of trading of the Company’s securities on Nasdaq, the Company’s inability to obtain approval for quotation on the OTCQB or any other trading market, reduced liquidity and trading volume of the Company’s securities following any delisting, volatility in the market price of the Company’s common stock, and the Company’s ability to continue as a going concern. Should one or more of these risks of uncertainties materialize, or should any of the assumptions of the Company 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 the Company (and its predecessor, Mars Acquisition Corp.) with the U.S. Securities and Exchange Commission (the “SEC”), and in the current and periodic reports filed or furnished by the Company (and its predecessor, Mars Acquisition Corp.) from time to time with the SEC. All forward-looking statements in this Current Report on Form 8-K are made as of the date hereof, based on the information available to the Company as of the date hereof, and the Company 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 6, 2026	SCANTECH AI SYSTEMS INC.
Date: February 9, 2026	SCANTECH AI SYSTEMS INC.
	By:	/s/ Dolan Falconer
	Name:	Dolan Falconer
	Title:	Chief Executive Officer

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