NEW YORK, Nov. 29, 2024 (GLOBE NEWSWIRE) — Mars Acquisition Corp. (the “Company” or “Mars”) (Nasdaq: MARX), a special purpose acquisition company, announced today that the extraordinary general meeting of the Company (the “General Meeting”), originally scheduled for 10:00 a.m. Eastern Time on December 5, 2024, has been postponed to December 12, 2024, at 10:00 a.m. Eastern Time. The general meeting will be held virtually using a control number assigned by Continental Stock Transfer & Trust Company. It may also participate in person at the offices of Mars at 1177 Avenue of the Americas, Suite 5100, New York, NY 10036.

The special meeting is being held for the purpose of considering and voting on 1. The corporate acquisition proposal?-To approve a special resolution regarding the previously announced corporate acquisition with ScanTech Identification Beam Systems, LLC, pursuant to the corporate acquisition agreement dated September 5, 2023 (as amended or supplemented from time to time); 2. The advisory statute proposals; 3. The proposed share incentive plan; 4. Nasdaq’s proposal; and 5. The adjournment proposal.

The record date for the extraordinary general meeting remains 24 October 2024 (“Record Date”). Only holders of ordinary shares at the close of business on the Record Day have the right to call and vote and have their votes counted at the general meeting and any postponements of the general meeting. Shareholders who have not submitted their proxy to the general meeting, or who wish to change or revoke their proxy, are urged to do so as soon as possible. Shareholders who previously submitted their power of attorney and do not wish to change or revoke their power of attorney do not need to take any action. If you are a stockholder of record and have questions or need assistance voting your shares, please contact the Company’s proxy attorney, Advantage Proxy, at 1-877-870-8565, or banks and brokers may call 1-206-870-8565, or by emailing [email protected].

In connection with the postponed 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. Shareholders who wish to withdraw their previously submitted redemption requests may do so prior to the rescheduled meeting by requesting the transfer agent to return such shares.

About Mars Acquisition Corp.

Mars Acquisition Corp. is a Cayman Islands exempt company that is incorporated as a blank check company, also called a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business acquisition of one or more businesses.

About ScanTech Identification Beam Systems, LLC

ScanTech has developed one of the world’s most advanced non-intrusive “fixed portal” CT screening technologies. ScanTech uses proprietary artificial intelligence (AI) and machine learning capabilities in its state-of-the-art fixed gantry CT scanners to accurately and quickly detect dangerous and contraband. ScanTech’s “fixed portal” CT scanners are designed to automatically locate, discriminate and identify threat materials and objects of interest at checkpoints in airports, ports, borders, embassies, corporate headquarters, government and commercial buildings, factories, processing facilities 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 discern materials of interest hidden within scanned targets. From suitcases, briefcases and backpacks to large packages and parcels, ScanTech has a non-intrusive inspection solution to meet the demands of a wide range of critical infrastructure industries.

On September 5, 2023, ScanTech announced that it had entered into a definitive corporate acquisition agreement with Mars Acquisition Corp. (Nasdaq: MARX) (“Mars”), a special purpose public acquisition company, which will result in ScanTech becoming a public company. business. Pursuant to the proposed business combination, each of ScanTech and Mars will become subsidiaries of ScanTech AI Systems Inc., a newly formed Delaware holding company (“Pubco”), and Pubco’s business will be the continuing business of ScanTech. Pubco expects to apply for listing, to be effective at the time of the acquisition, of Pubco’s common stock on Nasdaq under the symbol “STAI.”

No offer or solicitation

This press release is not a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or with respect to 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 such jurisdiction.

No offering of securities shall be made other than by means of a prospectus complying with 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 special meeting at which Mars stockholders will be invited to vote on the proposed business combination. Each of Mars, Pubco and ScanTech urges investors, shareholders or members and other interested persons to read the Form S-4, including the proxy statement/prospectus, any amendments thereto, and all other documents filed with the SEC, before making any voting or investment decisions as 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 to 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 phone at (866) 667-6277. These documents may also be obtained without charge at the SEC’s website at www.sec.gov.

INVESTMENTS IN ANY SECURITIES DESCRIBED HEREIN HAVE NOT BEEN AUTHORIZED OR APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY SECURITIES AUTHORITY GRANTED OR APPROVED THE BENEFITS OF A PERMISSION PROPOSAL. SHALL BE OFFERED OR THE ACCURACY OR SUITABILITY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIME.

Participant 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 stockholders and the obtaining 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 contained in its final prospectus, dated February 13, 2023, and filed with the SEC on February 14, 2023, and is available free of charge on the SEC’s website at www. sec.gov or by directing an inquiry to: Mars Acquisition Corp., Americas Tower, 1177 Avenue of the Americas, Suite 5100, New York, New York 10036. Information about the persons who may be considered participants in the solicitation under SEC rules 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 which will be 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”, “would”, “would”, “should”, “expect”, “intend”, “plan”, “anticipate”, “believe” , “estimates”, “predicts”, “projects”, “potential”, “continues”, “ongoing”, “goals”, “seeks” or the negative or plural of these words or other similar expressions i.e. predictions or indicates future events or prospects, even unless all forward-looking statements contain these words. Forward-looking statements speak only as of the date they are made. Readers are urged not to place undue reliance on forward-looking statements, and ScanTech undertakes no obligation 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
[email protected]

ScanTech Identification Beam Systems, LLC

Dolan Falconer, CEO
[email protected]

Investor & Media Relations Contact

International Elite Capital Inc.
Annabelle Zhang
+1(646) 866-7928
[email protected]