ScanTech Identification Beam Systems, LLC entered into a definitive business combination agreement to acquire Mars Acquisition Corp. (NasdaqGM:MARX) from shareholders in a reverse merger transaction on September 5, 2023. The aggregate consideration to be paid to ScanTech shall be a number of shares of Pubco Common Stock with an aggregate value equal to $110,000,000 minus the Closing Net Debt. 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?. 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 10% 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. Brenza will be appointed as the Chairman of the Board of Pubco immediately after the closing.

Transaction subject to regulatory and shareholder or member approvals, and other customary closing conditions. The Closing is subject to certain customary conditions, including, among other things, approval by Mars? shareholders of the Business Combination Agreement, approval by ScanTech?s members of the Business Combination Agreement, the effectiveness of a registration statement on Form S-4, the approval for listing on Nasdaq of the Pubco Common Stock to be issued in the Business Combination and other customary closing conditions. The Business Combination has been unanimously approved by the boards of directors of both ScanTech. Transaction is expected to close in the first quarter of 2024.

VCL Law LLP is acting as legal counsel to Mars. Ellenoff Grossman & Schole LLP is acting as legal counsel to ScanTech.