Business Description

Overview ScanTech AI Systems Inc. (“ScanTech AI”) was formed as a corporation under the laws of the State of Delaware on July 20, 2023. On September 5, 2023, ScanTech AI entered into a business combination agreement (as amended or supplemented, the “Business Combination Agreement”) with Mars Acquisition Corp. (“Mars”), a Cayman Island exempted company, Mars Merger Sub I Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Mars (“Purchaser Merger Sub”), Mars Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Company Merger Sub”), ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (“ScanTech”), and Dolan Falconer in the capacity as the representative for holders of units of ScanTech (the “Seller Representative”). The transactions contemplated by the Business Combination Agreement are hereinafter referred to collectively as the “Business Combination.” The Business Combination was consummated on January 2, 2025 (“Closing”). As a result of the Closing of the Business Combination, Mars and ScanTech became wholly owned subsidiaries of ScanTech AI. On January 3, 2025, one business day after the Closing, the common stock of ScanTech AI (“Common Stock”) was listed on The Nasdaq Global Market under trading symbol “STAI”. The Business Combination At the extraordinary general meeting of Mars shareholders held on December 12, 2024 (the “Extraordinary General Meeting”), Mars shareholders considered and adopted, among other matters, the Business Combination Agreement and the other proposals related thereto described in the definitive proxy statement/prospectus/consent solicitation dated November 14, 2024, as amended/supplemented. In accordance with the terms and subject to the conditions of the Business Combination Agreement: ● At the Closing, Purchaser Merger Sub merged with and into Mars, with Mars continuing as the surviving entity (“Purchaser Merger”), and, in connection therewith, each ordinary share of Mars (“Ordinary Share”) issued and outstanding immediately prior to the Closing was cancelled in exchange for the right of the holder thereof to receive, with respect to each Ordinary Share that was not redeemed or converted at Closing, one share of Common Stock. Each share of Ordinary Shares held by Mars shareholders who validly redeemed their Ordinary Shares was automatically cancelled and ceased to exist and thereafter represented only the right to be paid a pro-rata redemption price. ● At the Closing, each issued and outstanding unit of Mars (“Unit”) was automatically separated into (i) one Ordinary Share, which was cancelled in exchange for the right of the holder thereof to receive one Common Stock and, (ii) one right (“Right”) to receive two-tenths (2/10) of one share of Ordinary Share, which was cancelled in exchange for the right of the holder thereof to receive Common Stock. ● At the Closing, Company Merger Sub merged with and into ScanTech, with ScanTech continuing as the surviving entity (“Company Merger”, and together with the Purchaser Merger, the “Mergers”), and, in connection therewith, (i) ScanTech units issued and outstanding immediately prior to the Closing were cancelled in exchange for the right of the holders thereof to receive shares of Common Stock as set forth in the Business Combination Agreement and (ii) any convertible securities of ScanTech were terminated or shall be termininated in accordance with applicable terms. ● After 90 days following the Closing or such other period as may be agreed by parties to the Business Combination Agreement, Mars shareholders who elect not to redeem at the Closing will receive two additional shares of Common Stock. On April 2, 2025, each Mars shareholder who elected not to redeem at the Closing and held their shares continuously since then was issued two additional shares of Common Stock.…