SCHEDULE 13D: Seaport Global Asset Management Takes 43.1% Stake in ScanTech AI Systems Inc. Post-Merger

Seaport Global Asset Management LLC, through its managed fund SIBS, has acquired a 43.1% beneficial ownership stake in ScanTech AI Systems Inc. following a business combination and conversion of various financing instruments.

Summary

• Seaport Global Asset Management LLC, through its managed fund Seaport Group SIBS LLC (SIBS), now beneficially owns 16,657,973 shares of ScanTech AI Systems Inc. Common Stock.
• This ownership represents 43.1% of the 38,614,310 shares of Common Stock outstanding as of April 23, 2025.
• The stake was primarily acquired through a series of transactions following the business combination of Mars Acquisition Corp. and ScanTech Identification Beam Systems, LLC on January 2, 2025.
• SIBS received 5,554,792 shares and warrants for 3 million shares (exercise price $0.01) as merger consideration.
• A $1 million senior unsecured promissory note provided by SIBS for transaction financing was converted into 303,951 shares on February 18, 2025.
• Prior credit facilities extended by SIBS to ScanTech resulted in the issuance of 2,249,230 shares on February 28, 2025.
• An Amendment to Seaport Bridge Loans on March 31, 2025, terminated $2,250,000 in credit facilities and $2,600,000 in loan agreements in exchange for 2,250,000 shares, 2,600,000 shares, and an additional 500,000 shares for entering the amendment.
• SIBS exercised the 3 million warrants on April 2, 2025, and received an additional 200,000 shares for the termination of credit facilities on the same date.
• The purpose of the acquisition is for investment, with Seaport reserving the right to acquire or dispose of shares and engage with management on strategic matters.

Sentiment

Score: 4

Explanation: The sentiment is neutral to slightly negative. While a large institutional investor taking a significant stake can be positive, the substantial dilution for other shareholders due to debt/warrant conversions and the very low warrant exercise price are potential concerns.

Positives

• A significant stake (43.1%) held by an established asset management firm like Seaport Global Asset Management indicates a strong, long-term investment interest in ScanTech AI Systems Inc.
• The conversion of promissory notes and credit facilities into equity strengthens the company's balance sheet by reducing debt liabilities.

Negatives

• The issuance of a large number of shares (16,657,973) to Seaport Global Asset Management, primarily through debt and warrant conversions, implies significant dilution for existing shareholders.
• The exercise price of $0.01 per share for the 3 million warrants suggests a very low valuation at the time of the warrant agreement, potentially unfavorable to other shareholders.

Risks

• Potential for future dilution if Seaport Global Asset Management exercises additional rights or if the company issues more shares for financing.
• Seaport Global Asset Management may, at any time, dispose of some or all of its Common Stock, which could impact the share price.

Future Outlook

Seaport Global Asset Management intends to continuously review its investment in ScanTech AI Systems Inc. and may, at any time, acquire additional shares or dispose of its current holdings based on market conditions and investment objectives. They also plan to engage in discussions with the Issuer's management and directors regarding performance, strategic direction, capital structure, and ways to maximize stockholder value.

Management Comments

• Seaport may from time to time discuss with the Issuer's management, directors, other shareholders and others, the Issuer's performance, business, strategic direction, capital structure, product development program, prospects and management, as well as various ways of maximizing stockholder value.

Industry Context

This filing details the significant post-merger ownership structure of ScanTech AI Systems Inc., an AI systems company that recently completed a business combination with a SPAC (Mars Acquisition Corp.). The substantial equity stake taken by Seaport Global Asset Management, a financial firm, highlights a strategic investment in the emerging public entity, common in the post-SPAC landscape where institutional investors often convert pre-merger financing into significant equity positions.

Corporate Governance

Related Party Transactions

• Seaport Group SIBS LLC (SIBS), managed by Seaport Global Asset Management LLC, was involved in multiple transactions with ScanTech and the Issuer.
• SIBS received shares and warrants as part of the merger consideration.
• SIBS provided a $1 million senior unsecured promissory note for transaction financing, which was converted into shares.
• SIBS extended Credit Facilities to ScanTech, which were later converted into shares.
• SIBS entered into an Amendment to Seaport Bridge Loans with the Issuer and ScanTech to terminate existing credit facilities and loans in exchange for additional shares.
• SIBS exercised warrants to purchase 3 million shares of Common Stock.

Stakeholder Impact

• Shareholders: Significant dilution due to the large number of shares issued to Seaport Global Asset Management through various conversions and agreements.
• Seaport Global Asset Management (through SIBS): Becomes a major shareholder with a 43.1% stake, gaining substantial influence and potential for future liquidity through demand registration rights.
• Company (ScanTech AI Systems Inc.): Strengthens its balance sheet by converting debt into equity, but at the cost of significant equity dilution.

Next Steps

• Seaport Global Asset Management will continuously review its investment in ScanTech AI Systems Inc.
• Seaport may acquire additional shares or dispose of existing shares in the future.
• Seaport may engage in discussions with the Issuer's management and directors regarding strategic matters and stockholder value.

Key Dates

Keywords

ScanTech AI Systems Inc., Seaport Global Asset Management, Schedule 13D, Beneficial Ownership, Business Combination, Equity Stake, Debt Conversion, Warrant Exercise, Corporate Governance, Investment