Business Combination and Reverse Recapitalization (Tables)
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3 Months Ended |
Mar. 31, 2025 |
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| Business Combination and Reverse Recapitalization |
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| 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 |
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| 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 |
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| Schedule of reconcile 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 |
| (1) | The Mars transaction costs include $375,000 to Benjamin securities, Inc., $1,499,055 to Polar Mult-Strategy Master Fund, $4,498,111 to RiverNorth SPAC Arbitrage Fund, LP, $100,000 to Continental Stock Transfer & Trust, $440,000 for D&O insurance, and $361,347 to Mars Acquisition Corp. |
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| 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 |
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