ScanTech Identification Beam Systems to Become a Publicly Traded Company Via Business Combination with Mars Acquisition Corp

• ScanTech is an innovator of security screening systems, seeking to promote safer environments worldwide.

• Pro forma enterprise value of the combined company is expected to be approximately $149.5 million with cash on hand of approximately $68 million, assuming no redemptions by Mars shareholders.

ScanTech Identification Beam Systems, LLC (“ScanTech”), an innovator of next-generation ‘fixed-gantry’ computed tomography (CT) screening systems based in Metro-Atlanta, Georgia, and Mars Acquisition Corp., a publicly traded special purpose acquisition company, announced that they have entered into a definitive business combination agreement (the “Business Combination Agreement”) that will result in ScanTech becoming a publicly listed company (the “Business Combination”).

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Pursuant to the Business Combination Agreement, each of ScanTech and Mars will merge with newly-formed subsidiaries of ScanTech AI Systems Inc., a newly-formed Delaware holding company (“Pubco”), and Pubco will be the parent company of each of ScanTech and Mars following the consummation of the transaction. Upon the closing of the transaction, Pubco is expected to be listed on Nasdaq under the ticker symbol “STAI”.

ScanTech believes it has developed one of the world’s most advanced non-intrusive ‘fixed-gantry’ CT baggage and cargo logistics screening technologies. ScanTech utilizes proprietary artificial intelligence (AI) and machine learning capabilities to develop state-of-the-art fixed-gantry CT scanners that accurately and quickly detect hazardous and contraband materials.

“We are excited about this business combination, as it not only testifies to our achievements, but, more importantly, the future growth potential of our industry-leading, ‘fixed-gantry’ CT scanning technology. We believe that this step will provide us with the opportunity to accelerate our innovation and market reach,” said ScanTech CEO, Dolan Falconer. “We are delighted to take the next step in our growth trajectory as a public company.”

Karl Brenza, CEO of Mars, commented: “This merger with ScanTech represents an opportunity to bring a leading-edge security scanning technology company to the public market. We are confident that this partnership will enhance ScanTech’s capabilities and position it for sustainable growth.”

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Transaction Overview

The combined company is expected to have an estimated post-transaction enterprise value of $149.5 million, consisting of an estimated equity value of $197.5 million and $48 million in net cash, assuming no redemptions by Mars’ public shareholders. Net cash will come from Mars’ approximately $72 million of cash in trust (assuming no shareholder redemptions).

Upon the closing of the transaction, and assuming none of Mars’ public shareholders elect to redeem their ordinary shares and that no additional shares are issued upon the closing of the transaction, it is anticipated that (i) Mars’ public shareholders will retain an ownership interest of approximately 42% of the combined company, (ii) the sponsors, officers, directors and other holders of Mars founder shares will retain an ownership interest of approximately 12% of the combined company, and (iii) the ScanTech security holders will own approximately 46% of the combined company.

In addition, ScanTech security holders have the contingent right to receive up to a number of shares of Pubco common stock equal to ten percent of the fully diluted shares immediately following the closing (subject to adjustment based on stock splits and similar events) based on Pubco’s achievement of certain milestones (including commercial milestones and revenue and EBITDA milestones) set forth in the Business Combination Agreement.

Mr. Brenza will be appointed as the Chairman of the Board of Pubco immediately after the closing.

The Business Combination has been unanimously approved by the boards of directors of both ScanTech and Mars and is expected to close in the first quarter of 2024, subject to regulatory and shareholder or member approvals, and other customary closing conditions.

Mars intends to file a Current Report on Form 8-K with a summary of the material terms of the proposed transaction, as well as a supplemental investor presentation. Additional information about the proposed transaction will be described in Pubco’s registration statement on Form S-4 to be filed with the SEC, which will include preliminary prospectus with respect to the Pubco securities to be issued in connection with the Business Combination and a preliminary proxy statement with respect to Mars’ extraordinary general meeting of its shareholders at which Mars’ shareholders will be asked to vote on the proposed Business Combination.

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