Scope Carbon Corp., a leading innovator in the carbon offset market, has announced a non-binding letter of intent to acquire Arizona-based Farm Flight, an advanced image-based crop data and analytics company. The proposed all-share acquisition is valued at approximately USD 14.5 million.
Farm Flight, a pioneer in its field, uses advanced imagery and analytics capabilities to improve the efficiency of its agricultural clients. The company is currently revenue-generating, demonstrating accretive year-over-year growth.
The acquisition is poised to combine Farm Flight’s capabilities with Scope’s AI-driven imagery platform, providing a practical, scalable program to enhance the agricultural industry’s efficiency on a mass market scale.
The transaction will see Sam Baker, the current CEO of Farm Flight, appointed as CEO and President of Scope upon completion. Additionally, three existing board members of Farm Flight will be appointed to the board of Scope.
By acquiring Farm Flight, Scope expands its operations into the agricultural sector, positioning itself to address food wastage, which has reached unprecedented highs.
According to the proposed terms, Scope will obtain all the outstanding shares of Farm Flight by exchanging them with approximately 12,351,662 common shares of Scope. These shares will initially be held for four months, followed by a lock-up agreement. This agreement will permit the release of 20% of the exchanged shares at six-month intervals until all the exchanged shares are released.
The final transaction structure will be determined after both parties have had the opportunity to receive legal, accounting, and tax advice.
The securities in this transaction have not been registered under the U.S. Securities Act. Accordingly, they cannot be offered or sold in the United States or to U.S. citizens unless registered under the act and relevant state securities laws or if an exemption from registration is available.
The announcement signals a significant strategic move for Scope Carbon Corp., as the company looks to bolster its capabilities and extend its reach into the burgeoning agricultural technology market.