Amendment: SEC Form SCHEDULE 13D/A filed by ScanTech AI Systems Inc.
$STAI
Electrical Products
Industrials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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ScanTech AI Systems Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
80603V203 (CUSIP Number) |
Stephen C. Smith 360 Madison Avenue, 22nd Floor New York, NY, 10017 (212) 616-7700 Louis Rambo Proskauer Rose LLP, 1001 Pennsylvania Ave. NW, Suite 600 Washington, DC, 20004 (202) 416-6800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/16/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 80603V203 |
| 1 |
Name of reporting person
Seaport Global Asset Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
804,867.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
21.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, HC |
SCHEDULE 13D
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| CUSIP No. | 80603V203 |
| 1 |
Name of reporting person
Seaport Group SIBS LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
804,867.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 80603V203 |
| 1 |
Name of reporting person
Stephen C. Smith | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
804,867.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
ScanTech AI Systems Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1735 Enterprise Drive, Buford,
GEORGIA
, 30518. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Items 5(a)-(c) of the Schedule 13D are amended and supplemented as follows:
The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated herein by reference. The percentages set forth in row 13 are based on approximately 3,780,656 shares of Common Stock outstanding, based on 75,613,124 shares of Common Stock outstanding as of December 11, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 15, 2025, and giving effect to the Issuer's one-for-twenty reverse stock split effected on December 16, 2025. |
| (b) | The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated herein by reference. |
| (c) | Schedule A to this Amendment No. 2 is incorporated by reference into this Item 5(c). Other than with respect to the transactions set forth in the disclosure incorporated by reference to this Item 5(c), none of the Reporting Persons has effected any transaction in the Issuer's securities since the filing of Amendment No. 1 to the Schedule 13D on October 15, 2025. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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