BUSINESS COMBINATION AGREEMENT by and among MARS ACQUISITION CORP., as the Purchaser, SCANTECH AI SYSTEMS INC., as Pubco, Mars Merger Sub I Corp., as Purchaser Merger Sub, MARS MERGER SUB II LLC, as Company Merger Sub, SCANTECH IDENTIFICATION BEAM...Business Combination Agreement • September 8th, 2023 • Mars Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of September 5, 2023, by and among (i) Mars Acquisition Corp., a Cayman Islands exempted company (together with its successors, the “Purchaser”), (ii) ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of the Purchaser (“Pubco”), (iii) Mars Merger Sub I Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) Mars Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Company Merger Sub” and, together with Purchaser Merger Sub, the “Merger Subs”; and the Merger Subs, collectively with the Purchaser and Pubco, the “Purchaser Parties”), (v) ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (together with its successors, the “Company”), and (vi) Dolan Falconer in the capacity as the representative from and after the Effective Time for the Company Holder Pa
