ScanTech Identification Beam Systems and Mars Acquisition today announced a definitive business combination agreement at a pro forma enterprise value of $149.5 million.
The Atlanta-based target designs next-generation ‘fixed-gantry’ computed tomography screening systems.
ScanTech and Mars will merge with newly-formed subsidiaries of ScanTech AI Systems, a newly-formed Delaware holding company, which will be the parent company at deal completion. If approved, upon closing the merged enterprise is expected to list on the Nasdaq under the ticker symbol STAI.
The combined company is expected to have an estimated equity value of $197.5 million and $48 million in net cash, assuming no redemptions by Mars’ shareholders. Net cash will come from Mars’ approximately $72 million of cash in trust.
Assuming no redemptions, Mars’ public shareholders will retain an ownership interest of approximately 42% of the combined company; sponsors, officers, directors and other holders of the SPAC’s founder shares will retain an ownership interest of approximately 12% and ScanTech security holders will own approximately 46%.
VCL Law is acting as legal counsel to Mars. Ellenoff Grossman & Schole is legal counsel to ScanTech.
ScanTech utilizes proprietary artificial intelligence (AI) and machine learning capabilities to develop state-of-the-art CT (computed tomography) scanners that accurately and quickly detect hazardous and contraband materials in baggage and cargo. Read more.
