Overview

Mars Acquisition Corp (Mars) is a blank check company that was formed to acquire or merge with another company. As of March 31, 2024, Mars has not conducted any operations or generated any revenue, other than interest income on the funds held in its trust account.

Mars completed its initial public offering (IPO) on February 16, 2023, raising $69 million. An additional $3.91 million was raised concurrently in a private placement. Of the total proceeds, $70.38 million was deposited into a trust account and can only be used to complete a business combination or redeem shares.

Financial Condition

As of March 31, 2024, Mars had approximately $22.5 million remaining in its trust account to complete a business combination. This represents a significant decrease from the $70.38 million that was initially deposited. The decrease is primarily due to:

• $4.82 million used to redeem shares from shareholders who elected redemptions in connection with the extension to complete a business combination
• Expenses incurred in the pursuit of a business combination with ScanTech

In March and April 2024, Mars received additional funding of $345,000 in non-interest bearing loans from its sponsor to fund working capital needs.

Outside of the trust account, Mars has approximately $291,000 available to fund expenses associated with the pending business combination.

Mars believes its available cash will be sufficient to allow it to complete the ScanTech business combination and pay related expenses. However, if redemptions are higher than expected or if Mars needs additional time to complete the business combination, further working capital may be needed.

Results of Operations

As a blank check company with no operations, Mars has incurred minimal expenses to date as summarized below:

Expenses mainly relate to legal, accounting, audit, and other costs associated with being a public company and pursuing the ScanTech business combination.

No revenues have been generated to offset these expenses.

Trends & Future Events

Mars is currently pursuing a business combination with ScanTech, a scanning technology company. Shareholders recently approved an extension to complete the business combination by November 16, 2024.

If the business combination is not completed by the November deadline, Mars may seek up to two additional three-month extensions. However, further extensions would likely trigger additional shareholder redemptions, requiring Mars to have additional funds to complete the business combination and operate the combined business.

The completion of the business combination is Mars’ primary focus and no other operations are currently planned. The success of the business combination will determine Mars’ potential for generating future revenues.

Strengths & Weaknesses

Strengths

• Strong and experienced management team and board of directors
• Sufficient funding to complete the ScanTech business combination
• Shareholder approval and support for proposed business combination

Weaknesses

• Dependency on completing business combination before November 2024 deadline
• Majority of cash held in trust is not readily accessible for working capital needs
• No proven track record as an operating company

Outlook

Mars was formed solely to effect a merger or acquisition with an operating business. Its future operations and outlook are therefore wholly dependent on successfully completing the ScanTech business combination.

If completed, Mars management believes ScanTech represents a compelling opportunity in the scanning technology industry. However, there is no assurance that the business combination will be successful or that ScanTech’s operations will meet expectations.

Mars shareholders should carefully consider the potential benefits, risks, and uncertainties associated with the pending business combination. As a blank check company, Mars’ future operations are difficult to predict and its success is largely dependent on factors outside of its control.