NEW
YORK and BUFORD,
Ga., Nov. 13, 2023 /PRNewswire/ -- Mars
Acquisition Corp. (Nasdaq: MARX) ("Mars"), a publicly traded
special purpose acquisition company, today announced the
confidential submission with the U.S. Securities and Exchange
Commission ("SEC") of a draft registration statement on Form S-4
(the "Registration Statement") relating to its previously announced
proposed business combination with ScanTech Identification
Beam Systems, LLC ("ScanTech"), an innovator of next-generation
'fixed-gantry' computed tomography (CT) screening systems based in
Metro-Atlanta, Georgia.
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 Cayman
Islands exempted company incorporated as a blank check
company, also commonly referred to as a special purpose acquisition
company, or SPAC, formed for the purpose of effecting a merger,
share exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of section 27A of the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the U.S.
Securities Exchange Act of 1934 (the "Exchange Act") that are based
on beliefs and assumptions and on information currently available
to Mars and ScanTech. In some cases, you can identify
forward-looking statements by the following words: "may," "will,"
"could," "would," "should," "expect," "intend," "plan,"
"anticipate," "believe," "estimate," "predict," "project,"
"potential," "continue," "ongoing," "target," "seek" or the
negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects,
although not all forward-looking statements contain these
words.
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 the United States ("CFIUS"); (c) ScanTech's
inability to complete its pre-closing recapitalization (including
the conversion of approximately $70 million of existing
indebtedness into equity of ScanTech of which approximately $60
million is held by insiders, and other third parties, who have
indicated their intention to participate in the conversion); or (d)
the inability or failure of Mars or ScanTech to satisfy any of the
other closing conditions in the Business Combination Agreement;
(ii) the occurrence of any event that could give rise to the
termination of the Business Combination Agreement; (iii) the
inability of the parties to recognize the anticipated benefits of
the Business Combination; (iv) the amount of redemption requests
made by Mars' public shareholders and the risk that all or
substantially all of Mars' shareholders will elect to redeem their
shares in connection with the transaction; (v) costs and expenses
related to the transaction, including the risk that the costs and
expenses will exceed current estimates; (vi) the inability of Pubco
to continue as a going concern; (vii) the risk that the transaction
disrupts current plans and operations of ScanTech as a result of
the announcement and consummation of the transaction; (viii)
potential claims against ScanTech from vendors and other third
parties as a result of prior agreements or other obligations of
ScanTech or its affiliates; (ix) the inability of Mars prior to the
transaction, and the Pubco following completion of the transaction,
to satisfy and maintain (in the case of the Mars) and to obtain and
maintain (in the case of Pubco) the listing of their respective
shares on Nasdaq; (x) the outcome of any existing or potential
litigation, government or regulatory proceedings; (xi) the
inability of the parties to obtain a transaction financing; (xii)
the possibility that Mars, ScanTech, or Pubco may be adversely
affected by other economic, business and/or competitive factors;
(xiii) the inability of ScanTech to manufacture, or arrange the
manufacturing, of products that may be ordered by customers; (xiv)
the inability of ScanTech to retain and increase sales to existing
customers, attract new customers and satisfy customers'
requirements; (xv) competition from larger companies that have
greater resources, technology, relationships and/or expertise;
(xvi) the future financial performance of the combined company
following the transaction and its ability to achieve profitability
in the future; (xvii) the inability of ScanTech to satisfy past and
future payroll and other obligations and liabilities; (xviii)
ScanTech's significant obligations to the Internal Revenue Service
in connection with unpaid federal payroll taxes; (xix) the fact
that ScanTech is technically insolvent and may not have sufficient
funds to execute on its business plan or continue its operations,
the inability of ScanTech or risk that the combined company will
become solvent and continue operations following completion of the
transaction; (xx) the inability of ScanTech and Pubco to complete
successful testing of their products; (xxi) the inability of
ScanTech's products to be approved for placement on the qualified
products list of the CheckPoint Property Screening System (CPSS)
program of the TSA (and, if approved, to be granted funds from the
CPSS program), and to obtain or maintain any required third-party
certificates; (xxii) the risk that ScanTech's patents will expire
or not be renewed; (xxiii) the fact that ScanTech's assets,
including its intellectual property, are subject to security
interests of creditors, and the loss of such assets, particularly
intellectual property, would preclude ScanTech from conducting its
business; and (xxiii) those other risks and uncertainties set forth
in documents of Mars or Pubco filed, or to be filed, with the
SEC.
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
Americas, Suite 5100, New York, New
York, 10036. These documents, once available, can also be
obtained, without charge, at the SEC's website
www.sec.gov.
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 Americas, Suite 5100, New York, New York 10036. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of Mars shareholders in connection
with the proposed transaction will be set forth in Mars' and
Pubco's filings with the SEC, including the proxy
statement/prospectus and other relevant materials filed with the
SEC in connection with the Business Combination when they become
available.
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.