- ScanTech is an innovator of safety screening techniques, in search of to advertise safer environments worldwide.
- Professional forma enterprise worth of the mixed firm is predicted to be roughly $149.5 million with money readily available of roughly $68 million, assuming no redemptions by Mars shareholders.
NEW YORK and BUFORD, Georgia, Sept. 5, 2023 /PRNewswire/ — ScanTech Identification Beam Methods, LLC (“ScanTech”), an innovator of next-generation ‘fixed-gantry’ computed tomography (CT) screening techniques based mostly in Metro-Atlanta, Georgia, and Mars Acquisition Corp. (Nasdaq: MARX) (“Mars”), a publicly traded particular function acquisition firm, right now introduced that they’ve entered right into a definitive enterprise mixture settlement (the “Enterprise Mixture Settlement”) that may end in ScanTech turning into a publicly listed firm (the “Enterprise Mixture”).
Pursuant to the Enterprise Mixture Settlement, every of ScanTech and Mars will merge with newly-formed subsidiaries of ScanTech AI Methods Inc., a newly-formed Delaware holding firm (“Pubco”), and Pubco would be the dad or mum firm of every of ScanTech and Mars following the consummation of the transaction. Upon the closing of the transaction, Pubco is predicted to be listed on Nasdaq underneath the ticker image “STAI”.
ScanTech believes it has developed one of many world’s most superior non-intrusive ‘fixed-gantry’ CT baggage and cargo logistics screening applied sciences. ScanTech makes use of proprietary synthetic intelligence (AI) and machine studying capabilities to develop state-of-the-art fixed-gantry CT scanners that precisely and rapidly detect hazardous and contraband supplies.
“We’re enthusiastic about this enterprise mixture, because it not solely testifies to our achievements, however, extra importantly, the long run development potential of our industry-leading, ‘fixed-gantry’ CT scanning expertise. We consider that this step will present us with the chance to speed up our innovation and market attain,” mentioned ScanTech CEO, Dolan Falconer. “We’re delighted to take the subsequent step in our development trajectory as a public firm.”
Karl Brenza, CEO of Mars, commented: “This merger with ScanTech represents a chance to deliver a modern safety scanning expertise firm to the general public market. We’re assured that this partnership will improve ScanTech’s capabilities and place it for sustainable development.”
Transaction Overview
The mixed firm is predicted to have an estimated post-transaction enterprise worth of $149.5 million, consisting of an estimated fairness worth of $197.5 million and $48 million in web money, assuming no redemptions by Mars’ public shareholders. Web money will come from Mars’ roughly $72 million of money in belief (assuming no shareholder redemptions).
Upon the closing of the transaction, and assuming none of Mars’ public shareholders elect to redeem their strange shares and that no extra shares are issued upon the closing of the transaction, it’s anticipated that (i) Mars’ public shareholders will retain an possession curiosity of roughly 42% of the mixed firm, (ii) the sponsors, officers, administrators and different holders of Mars founder shares will retain an possession curiosity of roughly 12% of the mixed firm, and (iii) the ScanTech safety holders will personal roughly 46% of the mixed firm.
As well as, ScanTech safety holders have the contingent proper to obtain as much as numerous shares of Pubco widespread inventory equal to 10 % of the totally diluted shares instantly following the closing (topic to adjustment based mostly on inventory splits and related occasions) based mostly on Pubco’s achievement of sure milestones (together with business milestones and income and EBITDA milestones) set forth within the Enterprise Mixture Settlement.
Mr. Brenza can be appointed because the Chairman of the Board of Pubco instantly after the closing.
The Enterprise Mixture has been unanimously authorized by the boards of administrators of each ScanTech and Mars and is predicted to shut within the first quarter of 2024, topic to regulatory and shareholder or member approvals, and different customary closing situations.
Mars intends to file a Present Report on Type 8-Ok with a abstract of the fabric phrases of the proposed transaction, in addition to a supplemental investor presentation. Extra details about the proposed transaction can be described in Pubco’s registration assertion on Type S-4 to be filed with the SEC, which is able to embody preliminary prospectus with respect to the Pubco securities to be issued in reference to the Enterprise Mixture and a preliminary proxy assertion with respect to Mars’ extraordinary normal assembly of its shareholders at which Mars’ shareholders can be requested to vote on the proposed Enterprise Mixture.
Advisors
VCL Legislation LLP is appearing as authorized counsel to Mars. Ellenoff Grossman & Schole LLP is appearing as authorized counsel to ScanTech.
About ScanTech Identification Beam Methods, LLC
ScanTech Identification Beam Methods, LLC, is a number one world innovator, growing probably the most superior non-intrusive ‘fixed-gantry’ CT baggage and cargo logistics screening expertise on the earth. ScanTech makes use of proprietary synthetic intelligence (AI) and machine studying capabilities to develop state-of-the-art CT (computed tomography) scanners that precisely and rapidly detect hazardous and contraband supplies. With a dedication to creating the world a safer place, ScanTech develops techniques, software program, and synthetic intelligence designed to guard the world’s most delicate safety checkpoints. Whereas initially centered on the airline {industry}, the unequalled pace and accuracy of the corporate’s fastened gantry options search to revolutionize safety operations capabilities worldwide, offering vital safety measures to governments, companies, and people throughout a various group of industries.
About Mars Acquisition Corp.
Mars Acquisition Corp. is a Cayman Islands exempted firm integrated as a clean verify firm, additionally generally known as a particular function acquisition firm, or SPAC, fashioned for the aim of effecting a merger, share change, asset acquisition, inventory buy, reorganization or related enterprise mixture with a number of companies.
Ahead-Trying Statements
This press launch incorporates forward-looking statements throughout the that means of part 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Part 21E of the U.S. Securities Alternate Act of 1934 (the “Alternate Act”) which can be based mostly on beliefs and assumptions and on info presently accessible to Mars and ScanTech. In some instances, you may determine forward-looking statements by the next phrases: “could,” “will,” “might,” “would,” “ought to,” “count on,” “intend,” “plan,” “anticipate,” “consider,” “estimate,” “predict,” “mission,” “potential,” “proceed,” “ongoing,” “goal,” “search” or the destructive or plural of those phrases, or different related expressions which can be predictions or point out future occasions or prospects, though not all forward-looking statements include these phrases.
Any statements that consult with expectations, projections or different characterizations of future occasions or circumstances, together with, with out limitation, projections of market alternative and market share; ScanTech’s or Pubco’s enterprise plans, together with any plans to increase; the sources and makes use of of money from the proposed transaction; the anticipated enterprise worth of the mixed firm following the consummation of the proposed transaction; any advantages of ScanTech’s partnerships, methods or plans; anticipated advantages of the proposed transaction; and expectations associated to the phrases and timing of the proposed transaction are additionally forward-looking statements. As well as, so as to have the ability to execute on its marketing strategy, ScanTech can be required to repay a major quantity of its present liabilities. These statements contain dangers, uncertainties and different elements which will trigger precise outcomes, ranges of exercise, efficiency or achievements to be materially completely different from these expressed or implied by these forward-looking statements.
These statements are based mostly on a mix of details and elements presently recognized and projections of the long run, that are inherently unsure. Neither Mars nor ScanTech can guarantee you that the forward-looking statements on this communication will show to be correct. These forward-looking statements are topic to numerous dangers and uncertainties, together with, amongst others: (i) the shortcoming of the events to finish the enterprise mixture as a result of, amongst different issues, (a) the failure to acquire required approvals from Mars’ shareholders, ScanTech’s members, or any third events whose approval is required; (b) the failure to well timed receive consent or approvals to the enterprise mixture from any governmental companies or entities whose consent or approval is required (together with, with out limitation, the Transportation Safety Administration (“TSA”), and any required consents or clearances by The Committee on Overseas Funding in the US (“CFIUS”); (c) ScanTech’s incapacity to finish its pre-closing recapitalization (together with the conversion of roughly $70 million of present indebtedness into fairness of ScanTech of which roughly $60 million is held by insiders, and different third events, who’ve indicated their intention to take part within the conversion); or (d) the shortcoming or failure of Mars or ScanTech to fulfill any of the opposite closing situations within the Enterprise Mixture Settlement; (ii) the incidence of any occasion that would give rise to the termination of the Enterprise Mixture Settlement; (iii) the shortcoming of the events to acknowledge the anticipated advantages of the Enterprise Mixture; (iv) the quantity of redemption requests made by Mars’ public shareholders and the chance that every one or considerably all of Mars’ shareholders will elect to redeem their shares in reference to the transaction; (v) prices and bills associated to the transaction, together with the chance that the prices and bills will exceed present estimates; (vi) the shortcoming of Pubco to proceed as a going concern; (vii) the chance that the transaction disrupts present plans and operations of ScanTech on account of the announcement and consummation of the transaction; (viii) potential claims towards ScanTech from distributors and different third events on account of prior agreements or different obligations of ScanTech or its associates; (ix) the shortcoming of Mars previous to the transaction, and the Pubco following completion of the transaction, to fulfill and keep (within the case of the Mars) and to acquire and keep (within the case of Pubco) the itemizing of their respective shares on Nasdaq; (x) the result of any present or potential litigation, authorities or regulatory proceedings; (xi) the shortcoming of the events to acquire a transaction financing; (xii) the chance that Mars, ScanTech, or Pubco could also be adversely affected by different financial, enterprise and/or aggressive elements; (xiii) the shortcoming of ScanTech to fabricate, or organize the manufacturing, of merchandise that could be ordered by clients; (xiv) the shortcoming of ScanTech to retain and enhance gross sales to present clients, appeal to new clients and fulfill clients’ necessities; (xv) competitors from bigger corporations which have larger sources, expertise, relationships and/or experience; (xvi) the long run monetary efficiency of the mixed firm following the transaction and its means to attain profitability sooner or later; (xvii) the shortcoming of ScanTech to fulfill previous and future payroll and different obligations and liabilities; (xviii) ScanTech’s important obligations to the Inner Income Service in reference to unpaid federal payroll taxes; (xix) the truth that ScanTech is technically bancrupt and should not have ample funds to execute on its marketing strategy or proceed its operations, the shortcoming of ScanTech or danger that the mixed firm will grow to be solvent and proceed operations following completion of the transaction; (xx) the shortcoming of ScanTech and Pubco to finish profitable testing of their merchandise; (xxi) the shortcoming of ScanTech’s merchandise to be authorized for placement on the certified merchandise record of the CheckPoint Property Screening System (CPSS) program of the TSA (and, if authorized, to be granted funds from the CPSS program), and to acquire or keep any required third-party certificates; (xxii) the chance that ScanTech’s patents will expire or not be renewed; (xxiii) the truth that ScanTech’s belongings, together with its mental property, are topic to safety pursuits of collectors, and the lack of such belongings, notably mental property, would preclude ScanTech from conducting its enterprise; and (xxiii) these different dangers and uncertainties set forth in paperwork of Mars or Pubco filed, or to be filed, with the SEC.
In gentle of the numerous uncertainties in these forward-looking statements, you shouldn’t regard these statements as a illustration or guarantee by Mars, ScanTech, or Pubco or their respective administrators, officers or workers or another individual that Mars, ScanTech or Pubco will obtain their aims and plans in any specified time-frame, or in any respect. The forward-looking statements on this press launch signify the views of Mars and ScanTech as of the date of this communication. Subsequent occasions and developments could trigger these views to vary. Neither Mars, ScanTech nor Pubco undertakes any obligation to replace or revise the forward-looking statements, whether or not on account of new info, future occasions or in any other case.
No Supply or Solicitation
This press launch just isn’t a proxy assertion or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and doesn’t represent a suggestion to promote or a solicitation of a suggestion to purchase any securities of Mars, ScanTech or Pubco, nor shall there be any sale of any such securities in any state or jurisdiction through which such provide, solicitation or sale could be illegal previous to registration or qualification underneath the securities legal guidelines of such state or jurisdiction. No provide of securities shall be made besides via a prospectus assembly the necessities of the Securities Act.
Extra Details about the Transaction and The place to Discover It
In reference to the proposed Enterprise Mixture, which is able to embody a preliminary prospectus with respect to its securities to be issued in reference to the Enterprise Mixture and a preliminary proxy assertion with respect to the extraordinary normal assembly at which Mars’ shareholders can be requested to vote on the proposed Enterprise Mixture. Every of Mars, Pubco and ScanTech urge traders, shareholders or members, and different individuals to learn, when accessible, the Type S-4, together with the proxy assertion/prospectus, any amendments thereto, and another paperwork filed with the SEC, earlier than making any voting or funding choice as a result of these paperwork will include vital details about the proposed Enterprise Mixture. After the Type S-4 has been filed and declared efficient, Mars will mail the definitive proxy assertion/prospectus to shareholders of Mars as of a report date to be established for voting on the Enterprise Mixture. Mars’ shareholders can even have the ability to receive a replica of such paperwork, with out cost, by directing a request to: Mars Acquisition Corp., Americas Tower, 1177 Avenue of The Americas, Suite 5100, New York, New York, 10036. These paperwork, as soon as accessible, may also be obtained, with out cost, on the SEC’s web site www.sec.gov.
Contributors within the Solicitation
Mars and ScanTech and their respective administrators, govt officers and different individuals could also be deemed to be members within the solicitation of proxies from Mars’ shareholders with respect to the proposed transaction. Details about the administrators and govt officers of Mars is ready forth in its closing prospectus, dated as of February 13, 2023, and filed with the SEC on February 14, 2023 , and is accessible freed from cost on the SEC’s web site 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. Data relating to the individuals who could, underneath SEC guidelines, be deemed members within the solicitation of Mars shareholders in reference to the proposed transaction can be set forth in Mars’ and Pubco’s filings with the SEC, together with the proxy assertion/prospectus and different related supplies filed with the SEC in reference to the Enterprise Mixture after they grow to be accessible.
Contact Data:
Mars Acquisition Corp.
Karl Brenza
[email protected]
ScanTech Identification Beam Methods, LLC
Dolan Falconer
dfalconer@scantechibs.com
SOURCE Mars Acquisition Corp.
