Mars Acquisition Corp. (the “Company” or “Mars”) (Nasdaq: MARX), a
special purpose acquisition company, today announced that the
extraordinary general meeting of shareholders of the Company (the
“General Meeting”), originally scheduled for 10:00 a.m. Eastern
Time on December 5, 2024, has been adjourned to December 12, 2024,
at 10:00 a.m. Eastern Time. The General Meeting will be held
virtually via https://www.cstproxy.com/marsacquisition/egm2024
using a control number assigned by Continental Stock Transfer &
Trust Company. It may also be attended in person at Mars’ office at
1177 Avenue of the Americas, Suite 5100, New York, NY 10036.
The Extraordinary General Meeting is being held for the purpose
of considering and voting on 1. The Business Combination
Proposal —To approve a special resolution regarding the previously
announced business combination with ScanTech Identification Beam
Systems, LLC, pursuant to the Business Combination Agreement dated
September 5, 2023 (as amended or supplemented from time to time);
2. The Advisory Charter Proposals; 3. The Equity Incentive
Plan Proposal; 4. The Nasdaq Proposal; and 5. The Adjournment
Proposal.
The record date for the Extraordinary General Meeting remains
October 24, 2024 (“Record Date”). Only holders of record of
Ordinary Shares at the close of business on the Record Date are
entitled to notice of and to vote and have their votes counted at
the General Meeting and any adjournments of the General Meeting.
Shareholders who have not submitted their proxy for the General
Meeting, or who wish to change or revoke their proxy, are urged to
do so promptly. Shareholders who have previously submitted their
proxy and do not wish to change or revoke their proxy need not take
any action. If you are a shareholder of record and have questions
or need assistance voting your shares, please contact the Company’s
proxy solicitor, Advantage Proxy, at 1-877-870-8565, or banks
and brokers can call 1-206-870-8565, or by emailing
ksmith@advantageproxy.com.
In conjunction with the adjourned date, the Company has extended
the deadline for public shareholders of the Company to submit their
shares for redemption to 5:00 p.m. Eastern Time on December 10,
2024. Stockholders who wish to withdraw their previously submitted
redemption requests may do so prior to the rescheduled meeting by
requesting that the transfer agent return such shares.
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.
About ScanTech Identification Beam Systems, LLC
ScanTech has developed one of the world's most advanced
non-intrusive 'fixed-gantry' CT screening technologies. ScanTech
utilizes proprietary artificial intelligence (AI) and machine
learning capabilities in its state-of-the-art fixed- gantry CT
scanners to accurately and quickly detect hazardous and contraband
materials. ScanTech's 'fixed-gantry' CT scanners are engineered to
automatically locate, discriminate, and identify threat materials
and items of interest at checkpoints in airports, seaports,
borders, embassies, corporate headquarters, government &
commercial buildings, factories, processing plants, and other
facilities where terrorism and prohibited items are a possibility.
Whether explosives or contraband, ScanTech's 'fixed-gantry' CT
scanners can detect, identify, precisely locate, and discriminate
materials of interest hidden inside scanned targets. From
suitcases, briefcases, and backpacks to large packages, and
parcels, ScanTech has a non-intrusive inspection solution to meet
the requirements of a broad range of critical infrastructure
industries.
On September 5, 2023 ScanTech announced that it had entered into
a definitive business combination agreement with Mars Acquisition
Corp. (Nasdaq: MARX) ("Mars"), a publicly traded special purpose
acquisition company, that will result in ScanTech becoming a
publicly traded company. Pursuant to the proposed business
combination transaction, each of ScanTech and Mars will become
subsidiaries of ScanTech AI Systems Inc., a newly formed Delaware
holding company ("Pubco"), and the business of Pubco will be the
continued business of ScanTech. Pubco expects to apply for listing,
to be effective at the time of the business combination, of the
Pubco common stock on Nasdaq under the symbol "STAI".
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 business combination between Mars and
ScanTech. This press release does not constitute an offer to sell
or exchange, or the solicitation of an offer to buy or exchange,
any securities, nor shall there be any sale of securities in any
state or other jurisdiction in which such offer, sale or exchange
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of the United States Securities
Act of 1933, as amended, and the rules of the SEC pursuant
thereto.
Important Additional Information About the Business
Combination and Where to Find It
In connection with the proposed Business Combination, Pubco has
filed a registration statement on Form S-4 with the SEC, which
includes a preliminary prospectus with respect to its securities to
be issued in connection with the Business Combination. Mars has
also filed a definitive 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 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.
Investors and security holders will be able to obtain free
copies of the proxy statement/prospectus/consent solicitation and
all other relevant documents filed or that will be filed with the
SEC by Pubco or Mars by either written or oral request to Mars'
Chief Executive Officer, Karl Brenza, at Mars Acquisition Corp.,
Americas Tower, 1177 Avenue of the Americas, Suite 5100, New York,
NY 10036 or by telephone at (866) 667-6277. These documents can
also be obtained, without charge, at the SEC's website
www.sec.gov.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY, NOR HAS ANY SECURITIES AUTHORITY PASSED UPON OR ENDORSED
THE MERITS OF THE PROPOSED TRANSACTIONS PURSUANT TO WHICH ANY
SECURITIES ARE TO BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
Participants in Solicitation
Pubco, 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
and the solicitation of consents from the members of ScanTech with
respect to the proposed business combination. Information about the
current 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 in connection with the proposed business
combination will be set forth in Mars' and Pubco's filings with the
SEC, including the proxy statement/prospectus/consent solicitation
and other relevant materials filed with the SEC in connection with
the business combination when they become available.
Forward-Looking Statements
Certain statements in this press release may be considered
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and 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. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and ScanTech assumes no obligation and does not intend to update or
revise these forward-looking statements, whether as a result of new
information, future events, or otherwise.
Contact Information:
Mars Acquisition Corp.
Karl Brenza, CEO and CFO kbrenza@verizon.net
ScanTech Identification Beam Systems, LLC
Dolan Falconer, CEOdfalconer@scantechibs.com
Investor & Media Relations Contact
International Elite Capital Inc. Annabelle Zhang +1(646)
866-7928annabelle@iecapitalusa.com
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