Business Combination and Reverse Recapitalization

9 Months Ended

Sep. 30, 2025

Business Combination and Reverse Recapitalization

Business Combination and Reverse Recapitalization

NOTE 3 — Business Combination and Reverse Recapitalization

Business Combination

On September 5, 2023, ScanTech AI entered into the Business Combination Agreement with Mars, Purchaser Merger Sub, Company Merger Sub, the Legacy Company, and the Seller Representative. See Note 1 for additional information. The transactions contemplated by the Business Combination Agreement are hereinafter referred to collectively as the “Business Combination.”

On January 2, 2025 (“Closing”), the Company consummated its Business Combination pursuant to the terms of the Business Combination Agreement. The Business Combination was structured as follows:

●At the Closing, each ordinary share of Mars that was not redeemed or converted at Closing was converted into one share of common stock. Each issued and outstanding unit of Mars (“Unit”) was automatically separated into (i) one ordinary share and (ii) one right (“Right”) to receive two-tenths of one share of Ordinary Share. 2,026,806 shares of common stock were issued to public shareholders of Mars (reflecting the conversion of Rights and the redemption of Ordinary Shares at the Closing), 2,245,467 shares of common stock were issued to Mars’ officers and directors, Mars Capital Holdings Corporation, a British Virgin Islands business company (the “Sponsor”) and each transferee of founder shares, and 276,000 shares of common stock were issued to Maxim Group LLC (“Maxim”), as the representative of the underwriters in the initial public offering of Mars.

●Each ScanTech unit issued and outstanding immediately prior to the Closing was cancelled in exchange for the right of the holders thereof to receive shares of common stock as set forth in the Business Combination Agreement. Holders of ScanTech units collectively were issued in aggregate of 14,184,397 shares of common stock.

Redemption

Prior to the Closing, certain public shareholders of Mars exercised their rights to redeem certain Ordinary Shares for funds previously held in the trust account, resulting in the redemption of 1,434,626 Ordinary Shares for an aggregate payment of approximately $16.0 million. After redemptions, there was a total of 646,806 Ordinary Shares, which were converted into common stock in connection with the Business Combination, and approximately $7.27 million remained in the trust account.

Forward Purchase Agreement with RiverNorth (“RiverNorth FPA”)

Pursuant to the forward purchase agreement by and among ScanTech, the Company and RiverNorth, entered into prior to the Business Combination Agreement, RiverNorth purchased 400,000 Ordinary Shares from the open market, and these shares were not redeemed at Closing and were subsequently converted into shares of common stock upon Closing. When the funds held in the trust account were disbursed, RiverNorth was reimbursed approximately $4.50 million from the funds.

Share Ownership Upon Closing

The number of shares of common stock issued in connection with the Business Combination and subsequent equity conversion was as follows:


		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

Transaction Financing

Forward Purchase Agreement with RiverNorth

RiverNorth was allowed to sell the Ordinary Shares at a price that is either (1) equal or exceed the price at redemption, the Volume-Weighted Average Price (VWAP) for the preceding 10 trading days that is higher than $10.00 per share, (3) or a lower price agreed by ScanTech AI. Following sales of the Ordinary Shares, RiverNorth shall remit the funds from sale of Ordinary Shares to ScanTech AI, subject to adjustments. All Ordinary Shares were sold by RiverNorth pursuant to the terms of the FPA and approximately $1.4 million was remitted to ScanTech AI.

Until the date that gross proceeds from the sale of the shares by RiverNorth were remitted to ScanTech AI, ScanTech AI recognizes the shares held by RiverNorth as a liability at fair value, with subsequent changes in fair value recognized in ScanTech AI’s condensed consolidated statements of operations each reporting period until the date of the remittal. Upon receipt of consideration related to the sale of Ordinary Shares sold by RiverNorth, ScanTech AI recorded the receipt of funds as an increase to cash and a decrease to the liability associated with the shares to be sold by RiverNorth to zero.

Polar Non-Redemption Agreement

On December 31, 2024, Mars and Polar Multi-Strategy Master Fund (“Polar”) entered into a non-redemption agreement. Under the non-redemption agreement, Polar agreed not to redeem 200,000 Ordinary Shares and to leave $750,000 in Mars’ trust account as a transaction financing in connection with the Business Combination, which corresponds to the amount Polar would have received if it had redeemed the shares.

Seaport Promissory Note

On December 31, 2024, Seaport Group SIBS LLC and ScanTech AI entered into a senior unsecured promissory note (“Seaport Promissory Note”), pursuant to which Seaport provided ScanTech with an investment of $1,000,000 as transaction financing in connection with the Business Combination. On February 18, 2025, the Company issued 303,951 shares of common stock in full settlement of the principal and all accrued interest.

Seaport Credit Facility

On December 31, 2024, Seaport SIBS LLC, an affiliate of Seaport, entered into a senior secured credit facility with ScanTech AI (the “Seaport Credit Facility”) for a maximum of $2,000,000, with the initial advance available 15 days after execution. The principal amount and accrued interest are due upon demand no later than 12 months from the date of funding. The Seaport Credit Facility bears Payment-In-Kind (PIK) interest at 15.0% per annum, calculated on a 360-day year. Secured by the borrower’s collateral pool, the facility designates the holder as a party to the Intercreditor Agreement dated September 24, 2024. As of September 30, 2025, none was drawn from the Seaport Credit Facility.

Troubled Debt Restructuring

In accordance with ASC 470-60, Troubled Debt Restructurings by Debtors, the Company evaluated certain debt modifications that occurred in connection with the Closing of the Business Combination on January 2, 2025. At the time of the transaction, the Company was experiencing financial difficulties, including being in default on existing debt obligations and lacking the ability to service such debts.

As part of the Business Combination, the Company entered into agreements with various holders of warrants, derivatives, and promissory notes for the cancellation of outstanding liabilities. The total carrying amount of principal and accrued interest extinguished was approximately $104.2 million. In exchange, the creditors received shares of the Company valued at approximately $20.5 million, based on the closing share price of $2.23 per share on January 2, 2025.

Management determined that the restructuring constituted a troubled debt restructuring as defined by ASC 470-60, as the creditors granted concessions and the Company was experiencing financial difficulty. The transaction resulted in an aggregate gain on troubled debt restructuring of $83.7 million, of which $29.2 million of the gain was recognized in gain on extinguishment of debt in the condensed consolidated statement of operations, and $54.5 million of the gain was recognized as an adjustment to additional paid-in capital as these debts were held by a related party and tantamount to a capital transaction.

Share Issuances in Connection with the Financing and Debt to Equity Conversions at or after the Closing

On January 6, 2025, ScanTech AI issued 362,676 shares of common stock in connection with the non-redemption agreement entered into in January 2024 by ScanTech AI, Mars, and the investors party thereto, who agreed not to exercise their redemption rights with respect to their shares in Mars in connection with the extraordinary meeting held on January 30, 2024. ScanTech AI also issued 41,400 shares of common stock in connection with the convertible promissory notes dated March 31, 2024, and April 30, 2024, and in exchange for funding provided by the investors in support of the Business Combination.

On December 31, 2024, Polar agreed to reduce its entitlement from 1,250,000 subscription shares under the Subscription Agreements dated April 4, 2024 and May 5, 2024 to 312,500 shares of common stock. On January 30, 2025, the Company issued a total of 1,500,000 shares of common stock to Polar, consisting of 312,500 shares issued pursuant to the non-redemption agreement and 1,187,500 shares issued in connection with the elimination of derivative liability associated with the April 2 and May 29, 2024 subscription agreements. The Company also issued 100,000 shares of common stock to Roth Capital Partners for their services as capital markets advisor, and 50,000 shares of common stock to Outside the Box Capital in connection with marketing and distribution services provided.

On February 10, 2025, ScanTech AI filed a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) to register (i) 1,149,230 shares of common stock to Seaport Group SIBS LLC pursuant to BCA Amendment No. 4 and in connection with the promissory bridge note dated March 27, 2024; (ii) 100,000 shares of common stock to Seaport pursuant to the supplemental agreement dated January 2, 2025. All of these shares were issued on February 18, 2025.

On February 18, 2025, ScanTech AI also issued (i) 200,000 shares of common stock to Steele Interests SIBS LLC in accordance with the supplemental agreement entered into as of January 31, 2025, (ii) 234,380 shares of common stock to Aegus Corp. (“Aegus”) pursuant to BCA Amendment No. 4; (iii) 70,000 shares of common stock to Aegus in accordance with the settlement agreement and mutual release dated October 14, 2024; (iv) 23,000 shares of common stock to Aegus in accordance with the letter agreement dated February 7, 2025; (v) 75,000 shares of common stock to MG Partners, LLC in accordance with the settlement agreement and mutual release dated October 14, 2024; (vi) 316,616 shares of common stock to St. James Bank & Trust Co. Ltd. in accordance with the NACS/ScanTech refinance and repayment summary of non-binding terms dated February 7, 2025; (vii) 200,000 shares of common stock to Bay Point Capital Partners LP (“Bay Point”) in accordance with the supplemental agreement dated January 2, 2025; and (viii) 100,000 shares of common stock to Catalytic Holdings I LLC in accordance with the supplemental agreement dated January 2, 2025.

On December 31, 2024, the Company entered into a senior unsecured promissory note agreement with Seaport Group SIBS LLC, under which Seaport agreed to lend the Company $1,000,000. The note was unsecured and repayable, including all accrued interest, in the form of 303,951 ordinary shares of the Company’s common stock. These shares were issued to Seaport on February 18, 2025 in full satisfaction of the outstanding balance under the note.

On January 7, 2025, Seaport exercised the option related to the second bridge loan, executed on November 14, 2024, by paying an exercise price of $10 to receive 1,000,000 shares of the Company’s common stock. The 1,000,000 shares were issued on February 18, 2025.

On March 20, 2025, the Company entered into a settlement agreement with Silverback. Pursuant to the agreement, Silverback agreed to assume the Company’s outstanding liabilities totaling $8,230,977, and the Company agreed to issue its common stock, par value $0.0001 per share, to Silverback at a price of $1.50 per share. On March 27, 2025, Silverback completed the first tranche of the agreement by acquiring $1,378,303 of liabilities in exchange for 918,868 shares of common stock. In addition, the Company agreed to issue 150,000 shares of common stock as a legal fee and 33,000 shares as a settlement fee, resulting in Silverback receiving a total of 1,101,868 shares of common stock for the first tranche.

On March 31, 2025, Seaport Group SIBS LLC exercised 3,000,000 warrants by paying the Company $30,000 in cash pursuant to an amendment to the Seaport bridge loan agreements executed on the same date. The corresponding shares were issued on April 2, 2025. As of September 30, 2025, the Company recognized additional paid-in capital of $6,090,000 in connection with the warrant exercise.

On April 2, 2025, the Company issued an additional 4,454,800 shares of common stock to the legacy Mars shareholders that was not redeemed or sold between the Closing and the 90 days following the Closing pursuant to the Business Combination Agreement. The Company also issued 200,000 shares of common stock to Seaport Group SIBS LLC pursuant to BCA Amendment No. 4.

On March 31, 2025, ScanTech AI entered into an amendment to the Seaport Bridge Loans (the “Seaport Bridge Loan Amendment”), pursuant to which it agreed to issue 2,250,000 shares of common stock to Seaport in exchange for the termination of the Seaport Credit Facility originally entered into on December 31, 2024. The share issuance was made as a return of capital and to effect the termination of all related documents. In addition, ScanTech AI agreed to issue (i) 2,600,000 shares of common stock in connection with the termination of the debt agreement related to the Ontario Power Generation order, and (ii) 500,000 shares of common stock as compensation for the transaction. The shares issued under the Seaport Bridge Loan Amendment will not be registered until the Company files a registration statement for the resale of the securities. Seaport will be subject to a six-month lock-up period following the Closing of the business combination. A total of 5,350,000 shares of common stock were issued on April 17, 2025. The fair value of the shares was recorded in additional paid-in capital on the issuance date, and the related liability of $4,693,210 was derecognized from the condensed consolidated balance sheets, with the difference recognized as a $6,196,441 loss on debt extinguishment.

On May 16, 2025, the Company issued 1,050,000 shares of common stock to Maximcash Fund Partnership LLC, consisting of 1,000,000 shares as pledged security collateral for the $500,000 loan and 50,000 shares as consulting service fees.

On May 19, 2025, the Company issued 1,700,000 shares of common stock to TH Investor, LP to settle $2,326,241 of accrued expenses related to a profit-sharing interest associated with one of the Company’s earliest lenders. The Company also issued 1,500,000 shares of common stock to Polar Multi-Strategy Master Fund to settle a $1,250,000 loan and recorded a $325,000 loss on debt extinguishment, representing the difference between the fair value of the shares issued and the $1,250,000 debt balance.

On October 10, 2025, the Company received a notice from Polar asserting that, because certain shares issued under the Polar subscription and settlement agreement had not been registered with the SEC by August 1, 2025, (i) the settlement was void and the Polar Note matured as of that date, and (ii) the Polar Note was in default and began accruing interest at 18% effective August 1, 2025. In response, the Company adjusted the previously recorded loss on debt extinguishment and reinstated the $1,250,000 principal balance, along with accrued interest of $37,885, calculated at 18% from August 1, 2025, for the three and nine months ended September 30, 2025.

In connection with the settlement agreement with Silverback dated March 20, 2025, the Company subsequently issued 1,500,000 shares to Silverback Capital Corporation on May 7, 2025 for the second tranche to assume $540,000 of accounts payable and $600,000 of loans; 1,600,000 shares on May 21, 2025 for the third tranche to assume $742,033 of accounts payable and $42,966 of loans; 2,298,000 shares on June 11, 2025 for the fourth tranche to assume $554,300 of accounts payable and $250,000 of loans; 1,500,000 and 1,565,762 on July 18 and July 29, 2025 respectively for the fifth tranche to assume $1,064,489 of accounts payable; 2,680,000 and 1,165,503 shares on July 30 and July 31, 2025 respectively for the sixth tranche to assume $993,185 of accounts payable and $300,000 of loans; and 2,700,000 and 2,800,000 on August 19 and September 4, 2025 respectively for the seventh tranche to assume $1,120,606 of accounts payable.

On June 18, 2025, the Company entered into Amendment No. 1 to its loan and security agreement with Maximcash Fund Partnership LLC, under which it agreed to issue 200,000 shares of common stock upon the closing of the first $250,000 funding tranche. The Company issued the 200,000 shares on July 25, 2025.

On July 3, 2025, the Company entered into a security purchase agreement with 340 Broadway Holdings LLC and agreed to issue 2,095,530 shares of common stock as an origination fee for a $1,500,000 convertible note executed on the same date. On July 9, 2025, 340 Broadway Holdings LLC assigned half of the loan ($750,000) and half of the origination shares (1,047,765 shares) to Southern Point Capital Corporation under a partial assignment and assumption agreement. On July 25, 2025, the Company issued 1,047,765 shares each to 340 Broadway Holdings LLC and Southern Point Capital Corporation, totaling 2,095,530 shares.

On August 25, 2025, the Company received a shortfall notice under the stock pledge agreement from Maximcash Fund Partnership LLC requesting that it pledge an additional 1,518,522 shares of common stock to support the $500,000 loan borrowed on May 15, 2025, due to a decline in the value of the previously pledged shares. The Company issued 1,518,522 shares on August 29, 2025 to satisfy the requirement.

On September 24, 2025, the Company issued 580,125 shares as stock compensation to its employees.

The following tables summarizes the number of shares of common stock issued in connection with the Business Combination and subsequent equity issuance:


		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 on April 2, 2025		7,654,800
Common Stock issued on April 17, 2025		5,350,000
Common Stock issued on May 7, 2025		1,500,000
Common Stock issued on May 16, 2025		1,050,000
Common Stock issued on May 19, 2025		3,200,000
Common Stock issued on May 21, 2025		1,600,000
Common Stock issued on June 11, 2025		2,298,000
Common Stock issued on July 18, 2025		1,500,000
Common Stock issued on July 25, 2025		2,295,530
Common Stock issued on July 29, 2025		1,565,762
Common Stock issued on July 30, 2025		2,680,000
Common Stock issued on July 31, 2025		1,165,503
Common Stock issued on August 19, 2025		2,700,000
Common Stock issued on August 29, 2025		1,518,522
Common Stock issued on September 5, 2025		2,800,000
Common Stock issued on September 24, 2025		580,125
Common Stock issued and outstanding as of September 30, 2025		65,067,752

The following table reconciles elements of the Business Combination to the Company’s condensed consolidated financial statements, and should be read in conjunction with the footnotes referenced above.


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)		54,499,066
Closing costs expensed		6,567,351
Liability-classified instruments
Shares issued for settlement of derivative liability		291,015
Shares issued for settlement of warrant liability		12,387,186
Cash activity
Payment of advisory and insurance expense		715,000
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 -shareholders’ 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.

The Company applied the guidance in ASC 815-40 analyzes common equity-linked instrument provisions on reclassifying a contract from permanent equity to an asset or liability. Under this approach any difference between the fair value of the security to be recorded in temporary equity and the previous carrying value of the security recorded in permanent equity would be accounted for as an adjustment to shareholders’ equity. As such, the gain from conversion of related party debt into shares was recorded as an adjustment to additional paid-in capital. As a result, $54,499,066 of related party debt liabilities were reclassified to additional paid-in capital, as reflected in the following table.


	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

Earn-out Liability

As part of the BCA, the Company agreed that former shareholders participating in the Business Combination may receive up to 10% of the fully diluted shares of common stock immediately following the Closing, contingent upon achieving certain milestones over the three-year Earnout Period from the Closing.

The milestones include the following (i) fiscal year 2025 revenue equals or exceeds $75 million, and (ii) fiscal year 2025 EBITDA equals or exceeds $20 million, as reported in audited financial statements. If any Earnout Shares are not earned based on these criteria, all unearned shares may be earned and issued if the Company achieves one of the following: (a) revenue of $150 million and EBITDA of $60 million in fiscal year 2026; (b) revenue of $300 million and EBITDA of $120 million in fiscal year 2027; or (c) revenue of $500 million and EBITDA of $200 million in fiscal year 2028, each as reported in the respective audited annual financial statements. If there is a Change of Control (as defined in the Business Combination Agreement) during the Earnout Period, the shareholders have the right to receive all Earnout Shares not previously earned and issued.

At the Closing date, the fair value of the earn-out liability was estimated to be $30,000 using a probability-weighted income approach. This valuation reflects management’s expectations regarding the likelihood of achieving the performance targets and a probability-adjusted forecast of earnings. The earn-out liability will continue to be remeasured at fair value at each reporting date until the contingency is resolved, with changes recognized in earnings. As of September 30, 2025, the earn-out liability was estimated to be $8,000. A change in fair value of earn-out liability of $5,000 and $(8,000) was recorded for both the three and nine months ended September 30, 2025, respectively.

- Definition

The entire disclosure for business combination.

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