ScanTech Identification Beam Systems to Become a Publicly Traded Company Via Business Combination with Mars Acquisition Corp.
- ScanTech and Mars have entered into a definitive business combination agreement, leading to ScanTech becoming a publicly listed company. The transaction is expected to result in an estimated post-transaction enterprise value of $149.5 million. ScanTech's advanced CT screening technology, utilizing AI and machine learning, has the potential for future growth and market reach.
- None.
- 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
with cash on hand of approximately$149.5 million , assuming no redemptions by Mars shareholders.$68 million
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
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."
Transaction Overview
The combined company is expected to have an estimated post-transaction enterprise value of
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
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.
Advisors
VCL Law LLP is acting as legal counsel to Mars. Ellenoff Grossman & Schole LLP is acting as legal counsel to ScanTech.
About ScanTech Identification Beam Systems, LLC
ScanTech Identification Beam Systems, LLC, is a leading global innovator, developing the most advanced non-intrusive 'fixed-gantry' CT baggage and cargo logistics screening technology in the world. ScanTech utilizes proprietary artificial intelligence (AI) and machine learning capabilities to develop state-of-the-art CT (computed tomography) scanners that accurately and quickly detect hazardous and contraband materials. With a commitment to making the world a safer place, ScanTech develops systems, software, and artificial intelligence designed to protect the world's most sensitive security checkpoints. While initially focused on the airline industry, the unmatched speed and accuracy of the company's fixed gantry solutions seek to revolutionize security operations capabilities worldwide, providing critical security measures to governments, businesses, and individuals across a diverse group of industries.
About Mars Acquisition Corp.
Mars Acquisition Corp. is a
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of section 27A of the
Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including, without limitation, projections of market opportunity and market share; ScanTech's or Pubco's business plans, including any plans to expand; the sources and uses of cash from the proposed transaction; the anticipated enterprise value of the combined company following the consummation of the proposed transaction; any benefits of ScanTech's partnerships, strategies or plans; anticipated benefits of the proposed transaction; and expectations related to the terms and timing of the proposed transaction are also forward-looking statements. In addition, in order to be able to execute on its business plan, ScanTech will be required to repay a significant amount of its current liabilities. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements.
These statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. Neither Mars nor ScanTech can assure you that the forward-looking statements in this communication will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including, among others: (i) the inability of the parties to complete the business combination due to, among other things, (a) the failure to obtain required approvals from Mars' shareholders, ScanTech's members, or any third parties whose approval is required; (b) the failure to timely obtain consent or approvals to the business combination from any governmental agencies or entities whose consent or approval is required (including, without limitation, the Transportation Security Administration ("TSA"), and any required consents or clearances by The Committee on Foreign Investment in
In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by Mars, ScanTech, or Pubco or their respective directors, officers or employees or any other person that Mars, ScanTech or Pubco will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this press release represent the views of Mars and ScanTech as of the date of this communication. Subsequent events and developments may cause those views to change. Neither Mars, ScanTech nor Pubco undertakes any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Mars, ScanTech or Pubco, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Additional Information about the Transaction and Where to Find It
In connection with the proposed Business Combination, which will include a preliminary prospectus with respect to its securities to be issued in connection with the Business Combination and a preliminary proxy statement with respect to the extraordinary general meeting at which Mars' shareholders will be asked to vote on the proposed Business Combination. Each of Mars, Pubco and ScanTech urge investors, shareholders or members, and other interested persons to read, when available, the Form S-4, including the proxy statement/prospectus, any amendments thereto, and any other documents filed with the SEC, before making any voting or investment decision because these documents will contain important information about the proposed Business Combination. After the Form S-4 has been filed and declared effective, Mars will mail the definitive proxy statement/prospectus to shareholders of Mars as of a record date to be established for voting on the Business Combination. Mars' shareholders will also be able to obtain a copy of such documents, without charge, by directing a request to: Mars Acquisition Corp., Americas Tower, 1177 Avenue of The
Participants in the Solicitation
Mars and ScanTech and their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies from Mars' shareholders with respect to the proposed transaction. Information about the directors and executive officers of Mars is set forth in its final prospectus, dated as of February 13, 2023, and filed with the SEC on February 14, 2023 , and is available free of charge at the SEC's website at www.sec.gov or by directing a request to: Mars Acquisition Corp., Americas Tower, 1177 Avenue of The
Contact Information:
Mars Acquisition Corp.
Karl Brenza
kbrenza@verizon.net
ScanTech Identification Beam Systems, LLC
Dolan Falconer
dfalconer@scantechibs.com
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SOURCE Mars Acquisition Corp.
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