MARXU Mars Acquisition Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 5, 2023

 

Mars Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Cayman Islands		001-41619		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

Americas Tower, 1177 Avenue of The Americas, Suite 5100 New York, NY		10036
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (888) 622-1218

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one ordinary share, par value $0.000125, and one right entitling the holder to receive 2/10 of an ordinary share		MARXU		The Nasdaq Stock Market LLC
Ordinary Shares, $0.000125 par value		MARX		The Nasdaq Stock Market LLC
Rights to receive two-tenths (2/10) of one ordinary share		MARXR		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 7.01

Regulation FD Disclosure.

 

On September 5, 2023, Mars Acquisition Corp. (“Mars”) entered into a Business Combination Agreement (the “Business Combination Agreement”) with (i) ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), (ii) Mars Merger Sub I Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Mars, (iii) Mars Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco, (iv) ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (the “Company” or “ScanTech”), and (v) Dolan Falconer in the capacity as the representative from and after the Effective Time for the Company Holders as of immediately prior to the Effective Time . The transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination.” Unless otherwise defined herein, the capitalized terms used herein have the meanings given to them in the Business Combination Agreement.

 

On September 5, 2023, Mars and ScanTech issued a press release announcing their execution of the Business Combination Agreement. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Item 7.01 and Exhibit 99.1 hereto will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Important Additional Information About the Business Combination and Where to Find It

 

In connection with the proposed Business Combination, Pubco intends to file a registration statement on Form S-4 with the SEC, and Mars intends to file a preliminary proxy statement with the SEC. The Form S-4 and preliminary proxy statement will include a preliminary proxy statement/prospectus with respect to the Pubco securities to be issued in connection with the Business Combination. In addition, ScanTech will seek a vote or solicit the consent of its members with respect to the proposed Business Combination. Each of Mars, Pubco and ScanTech urges investors, shareholders and members, and other interested persons to read, when available, the Form S-4, including the proxy statement/prospectus, any amendments thereto, as well as any other documents filed with the SEC by Pubco or Mars, 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 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.

 

 

No Offer or Solicitation

 

This Current Report on Form 8-K is for informational purposes only and shall not constitute a 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.

 

Forward-Looking Statements

 

Certain statements in this Current Report on Form 8-K 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.

 

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, to be able to execute on its business plan, ScanTech will be required to repay its significant 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, the risks and uncertainties set forth in Exhibit 99.1 annexed hereto, which are incorporated herein by reference, as well as other risks and uncertainties to be set forth in documents Mars or Pubco will file with the SEC.

 

In light of the significant uncertainties in forward-looking statements, you should not regard these statements as a representation or warranty by Mars, ScanTech, 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 nor ScanTech undertakes any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.	Description
99.1	Press Release, dated September 5, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: September 5, 2023	Mars Acquisition Corp.
	By:	/s/ Karl Brenza
	Name:	Karl Brenza
	Title:	Chief Executive Officer

 

 

 

 

 

 

Exhibit 99.1

 

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.

 

New York, New York, and Buford, Georgia, September 5, 2023 (PRNEWSWIRE) – 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. (Nasdaq: MARX) (“Mars”), a publicly traded special purpose acquisition company, today 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”).

 

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.”

 

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.

 

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 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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