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):
November 29, 2024
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) 667-6277
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 November 29, 2024, Mars
and ScanTech issued a press release announcing the adjournment of extraordinary general meeting to December 12, 2024 and extension of
redemption deadline to December 10, 2024. 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 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 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, THE ISRAELI SECURITIES AUTHORITY, 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
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. |
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: November 29, 2024 |
Mars Acquisition Corp. |
| |
|
| |
By: |
/s/
Karl Brenza |
| |
Name: |
Karl Brenza |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Mars Acquisition Corp. Announces Adjournment of Extraordinary General
Meeting and Extension of Redemption Deadline
NEW YORK-- 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. After the Form S-4 has been 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.
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, once available,
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, CEO
dfalconer@scantechibs.com
Investor & Media Relations Contact
International Elite Capital Inc.
Annabelle Zhang
+1(646) 866-7928
annabelle@iecapitalusa.com
Mars Acquisition (NASDAQ:MARXU)
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