|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
ScanTech AI Systems Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
80603V104 (CUSIP Number) |
05/19/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 80603V104 |
| 1 | Names of Reporting Persons
York Capital Management Global Advisors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,700,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
ScanTech AI Systems Inc. | |
| (b) | Address of issuer's principal executive offices:
1735 Enterprise Drive, Buford, Georgia, 30518 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule is being filed by York Capital Management Global Advisors, LLC ("YGA") with respect to:
1,700,000 shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") directly owned by TH Investor, LP, a Delaware limited partnership ("THI"), which were issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. York Special Opportunities Fund III GP, LLC is the general partner of THI. YGA, as the senior managing member of York Special Opportunities Fund III GP, LLC, exercises investment discretion over THI and accordingly may be deemed to have beneficial ownership over the shares of Common Stock directly owned by THI. | |
| (b) | Address or principal business office or, if none, residence:
The principal business office address of YGA is:
York Capital Management Global Advisors, LLC
1330 Avenue of the Americas, 20th Floor
New York, New York 10019 | |
| (c) | Citizenship:
The place of organization of YGA is New York. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
80603V104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
1,700,000 | |
| (b) | Percent of class:
6.6% | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
1,700,000 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1,700,000 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0
The number of shares beneficially owned and the percentage of outstanding shares represented thereby have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The percentage of ownership described above is based on 25,609,510 shares of Common Stock outstanding as of December 31, 2024, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 14, 2025. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The right to receive dividends from, or the proceeds from the sale of, the shares of Common Stock reported in this statement as may be deemed to be beneficially owned by YGA is held by THI, which is subject to the investment discretion of YGA. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
|
|
|