v3.25.2
Business Combination and Reverse Recapitalization (Tables)
3 Months Ended
Mar. 31, 2025
Business Combination and Reverse Recapitalization  
Schedule of shares of common stock issued in connection with the Business Combination

    

Common Stock

Ordinary Shares, outstanding prior to the Business Combination

 

2,081,432

Less: Redemption of Ordinary Shares

 

(1,434,626)

Ordinary Shares, including 400,000 shares subject to the RiverNorth FPA

 

646,806

Ordinary Shares from the conversion of Rights

 

1,380,000

Ordinary Shares held by Mars’ officers and directors, the Sponsor and each transferee of founder shares

 

2,245,467

Ordinary Shares held by Maxim

 

276,000

Common Stock issued to holders of ScanTech units

 

14,184,397

Common Stock Upon the Business Combination

 

18,732,670

Schedule of number of shares of common stock issued in connection with the Business Combination and subsequent equity conversion

    

Common Stock

Common Stock Upon the Business Combination

 

18,732,670

Common Stock issued on January 6, 2025

 

352,795

Common Stock issued on January 30, 2025

 

1,650,000

Common Stock issued on February 18, 2025

 

3,772,177

Common Stock issued on March 27, 2025

 

1,101,868

Common Stock issued and outstanding as of March 31, 2025

 

25,609,510

Schedule of reconciles elements of the Business Combination to the Company's condensed consolidated financial statements

Closing proceeds

 

  

Proceeds from Seaport promissory note

 

1,000,000

Proceeds from investors

 

2,000,000

Proceeds from trust account

7,273,513

Payments from trust account1

(7,273,513)

Net cash proceeds from the Business Combination at Closing

$

3,000,000

Noncash activity

 

  

Conversion of legacy ScanTech loans into shares

 

8,682,434

Conversion of preferred A unit dividend into shares

 

29,324,500

Conversion of related party debt into shares (troubled debt restructuring)

54,499,067

Transaction costs expensed

7,282,351

Liability-classified instruments

 

  

Shares issued for settlement of derivative liability

 

291,015

Shares issued for settlement of warrant liability

 

12,387,186

Net equity impact of the Business Combination

$

115,466,552

Net equity impact of the Business Combination

$

115,466,552

Loan borrowed from Seaport

(1,000,000)

Loan borrowed from investors

(2,000,000)

Total Impact of Business Combination on total stockholders’ deficit

112,466,552

Par value of common stock issued

(1,873)

Total Impact of Business Combination on additional paid-in capital

$

112,464,679

Schedule of reclassification of related party debt liabilities to additional paid-in capital

    

Total Liabilities Extinguished

    

Fair Value of Shares Issued

    

To Additional Paid in Capital

NACS

 

50,059,315

 

1,662,340

 

48,396,975

Azure

 

6,539,742

 

1,658,942

 

4,880,800

Stephen Sale

 

817,501

 

56,484

 

761,017

John Quinn

 

545,000

 

84,726

 

460,274

Total

 

57,961,558

 

3,462,492

 

54,499,066