ScanTech AI Systems Inc. 8-K

What Happened
ScanTech AI Systems (STAI) filed an 8‑K reporting that its Audit Committee dismissed Berkowitz Pollack Brant Advisors + CPAs, LLP (BPB) and appointed Carr, Riggs & Ingram, LLC (CRI) as the company’s independent registered public accounting firm, effective January 14, 2026. CRI had acquired certain BPB capital markets assets effective January 1, 2026. BPB had been appointed on October 6, 2025 and did not issue any audit report during its engagement. The company reported that there were no disagreements with BPB from October 6, 2025 through January 14, 2026. A letter from BPB dated January 20, 2026 is filed as Exhibit 16.1.

Key Details

• Auditor change dates: BPB appointed October 6, 2025; CRI acquisition effective January 1, 2026; BPB dismissed and CRI appointed January 14, 2026.
• Internal control issues: The company identified multiple material weaknesses as of December 31, 2024 and 2023, including problems with valuation of warrants/derivatives/unit‑based compensation, contract accounting, related‑party approvals, period‑end close and reconciliations, and IT/cybersecurity controls.
• Restatement: A restatement of the condensed consolidated financials for the six months ended June 30, 2025 revealed additional control failures (e.g., incorrect transaction classification, duplicate expense recognition, revenue and COGS adjustments).
• Consultation: The company states it did not consult CRI about accounting applications or audit opinions prior to the engagement.

Why It Matters
A change in independent auditor plus the disclosure of multiple material weaknesses and a prior restatement are significant for investors because they raise questions about the reliability of the company’s historical financial reporting and the strength of its internal controls. Remediation of these issues may affect the timing and content of future filings, require additional audit work, and could lead to higher compliance costs. Investors should monitor upcoming SEC filings and management’s remediation plans and timelines for strengthening controls.