| 2024-11-14 |
股东大会：
将于2024-12-05召开股东大会
会议内容 ▼▲
- 1.To consider and vote upon a special resolution to approve the business combination agreement (as it may be amended or supplemented from time to time, the “Business Combination Agreement”) dated as of September 5, 2023, by and among (a) Mars, (b) ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), (c) Mars Merger Sub I Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Mars (“Purchaser Merger Sub”), (d) Mars Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Company Merger Sub”), (e) ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (the “Company” or “ScanTech”), and (f) Dolan Falconer in the capacity as the representative (the “Seller Representative”) from and after the consummation of the closing of the Business Combination (“Closing”) for the Company Holder Participants, the transactions contemplated thereunder including, (i) the merger of the Purchaser Merger Sub with and into Mars with Mars being the surviving entity and a wholly-owned subsidiary of Pubco (the “Purchaser Merger”) and (ii) the adoption by Mars at the Effective Time of the memorandum and articles of association of Purchaser Merger Sub, as in effect immediately prior to the Effective Time, a form of which is attached to the Plan of Merger, and the plan of merger for the Purchaser Merger (the “Plan of Merger”), a copy of which is attached to this proxy statement/prospectus as Annex B. The transactions contemplated by the Business Combination Agreement are hereinafter referred to collectively as the “Business Combination” pursuant to which Mars and ScanTech each will each become a wholly owned subsidiary of Pubco.To consider and vote upon a special resolution to approve the business combination agreement (as it may be amended or supplemented from time to time, the “Business Combination Agreement”) dated as of September 5, 2023, by and among (a) Mars, (b) ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), (c) Mars Merger Sub I Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Mars (“Purchaser Merger Sub”), (d) Mars Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Company Merger Sub”), (e) ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (the “Company” or “ScanTech”), and (f) Dolan Falconer in the capacity as the representative (the “Seller Representative”) from and after the consummation of the closing of the Business Combination (“Closing”) for the Company Holder Participants, the transactions contemplated thereunder including, (i) the merger of the Purchaser Merger Sub with and into Mars with Mars being the surviving entity and a wholly-owned subsidiary of Pubco (the “Purchaser Merger”) and (ii) the adoption by Mars at the Effective Time of the memorandum and articles of association of Purchaser Merger Sub, as in effect immediately prior to the Effective Time, a form of which is attached to the Plan of Merger, and the plan of merger for the Purchaser Merger (the “Plan of Merger”), a copy of which is attached to this proxy statement/prospectus as Annex B. The transactions contemplated by the Business Combination Agreement are hereinafter referred to collectively as the “Business Combination” pursuant to which Mars and ScanTech each will each become a wholly owned subsidiary of Pubco.To consider and vote upon a special resolution to approve the business combination agreement (as it may be amended or supplemented from time to time, the “Business Combination Agreement”) dated as of September 5, 2023, by and among (a) Mars, (b) ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), (c) Mars Merger Sub I Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Mars (“Purchaser Merger Sub”), (d) Mars Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Company Merger Sub”), (e) ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (the “Company” or “ScanTech”), and (f) Dolan Falconer in the capacity as the representative (the “Seller Representative”) from and after the consummation of the closing of the Business Combination (“Closing”) for the Company Holder Participants, the transactions contemplated thereunder including, (i) the merger of the Purchaser Merger Sub with and into Mars with Mars being the surviving entity and a wholly-owned subsidiary of Pubco (the “Purchaser Merger”) and (ii) the adoption by Mars at the Effective Time of the memorandum and articles of association of Purchaser Merger Sub, as in effect immediately prior to the Effective Time, a form of which is attached to the Plan of Merger, and the plan of merger for the Purchaser Merger (the “Plan of Merger”), a copy of which is attached to this proxy statement/prospectus as Annex B. The transactions contemplated by the Business Combination Agreement are hereinafter referred to collectively as the “Business Combination” pursuant to which Mars and ScanTech each will each become a wholly owned subsidiary of Pubco.A copy of the Business Combination Agreement is appended to this proxy statement/prospectus as Annex A (with amendments thereto appended as Annexes A-1 through A-4). The Business Combination Proposal is conditioned upon the approval of the Charter Proposal, the Director Election Proposal, and the Nasdaq Proposal (along with the Business Combination Proposal, these proposals are hereafter referred to as the “Required Proposals”). Therefore, if the other Required Proposals are not approved, then the Business Combination Proposal will have no effect, even if approved by holders of Ordinary Shares (“Mars Shareholders”). The Business Combination Proposal is described in more detail in this proxy statement/prospectus under the heading “Proposal 1: The Business Combination Proposal.”
2.To consider and vote upon two separate non-binding advisory proposals to approve, by ordinary resolutions, assuming the Business Combination Proposal is
approved and adopted, material differences between the Mars Memorandum and Articles and the Proposed Charter of Pubco upon completion of the Business Combination, specifically:To approve provisions to be included in the Proposed Charter amending the total number of authorized shares of all classes of stock to 510,000,000 shares, each with a par value of $0.0001 per share, consisting of (i) 500,000,000 shares of Common Stock and (ii) 10,000,000 shares of preferred stock.To approve provisions to be included in the Proposed Charter providing that unless Pubco consents in writing to the selection of an alternative forum, to the fullest extent permitted by the applicable law, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Pubco (other than derivative actions brought to enforce any duty or liability created by the Exchange Act) or the rules and regulations promulgated thereunder), (ii) any action asserting a claim of breach of, or based on, a fiduciary duty owed by any current or former director, officer or other employee of Pubco to Pubco or Pubco’s stockholders, (iii) any action asserting a claim against Pubco or any current or former director, officer, or other employee or stockholder of Pubco arising pursuant to any provision of the General Corporation Law of the State of Delaware or the Proposed Charter, as amended, or the bylaws of Pubco, or (iv) any action asserting a claim against Pubco governed by the internal affairs doctrine. Unless Pubco consents in writing to the selection of an alternative forum, but only to the extent permitted by applicable law, the United States District Court for the District of Delaware will be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, the rules and regulations promulgated thereunder, or any ancillary claims related thereto which are subject to the ancillary jurisdiction of the federal courts.The Advisory Charter Proposals are conditioned upon the approval of the Required Proposals. Therefore, if the Required Proposals are not approved, then the Advisory Charter Proposals will have no effect, even if approved by Mars shareholders. The Advisory Charter Proposals are described in more detail in this proxy statement/prospectus/consent solicitation under the heading “Proposals 2: The Advisory Charter Proposals.”
3.To consider and vote upon a proposal to approve, by ordinary resolution, the ScanTech AI Systems, Inc. Equity Incentive Plan (the “Equity Incentive Plan”), a copy of which is attached to this proxy statement /consent solicitation statement/prospectus as Annex E, to be effective upon the consummation of the Business Combination. This Proposal is referred to as the “Equity Incentive Plan Proposal” or “Proposal 3.”. The Equity Incentive Plan Proposal is conditioned on the approval of the Required Proposals. Therefore, if the Required Proposals are not approved, then the Equity Incentive Plan Proposal will have no effect, even if approved by Mars Shareholders. The Equity Incentive Plan Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 3: Equity Incentive Plan Proposal.”
4.To consider and vote upon a proposal by ordinary resolution for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 312.03, relating to the issuance of shares of Pubco Common Stock in connection with the Business Combination. The Nasdaq Proposal is conditioned on the approval of the Required Proposals. Therefore, if the Required Proposals are not approved, then the Nasdaq Proposal will have no effect, even if approved by Mars shareholders. The Nasdaq Proposal is described in more detail in the accompanying proxy statement/prospectus/consent solicitation under the heading “Proposal 4: The Nasdaq Proposal.”
5.To consider and vote upon a proposal by ordinary resolution to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or desirable, at the determination of the Mars Board. Adjournment Proposal is described in more detail in the accompanying proxy statement/prospectus/consent solicitation under the heading “Proposal 5: The Adjournment Proposal.”
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| 2024-01-11 |
股东大会：
将于2024-01-30召开股东大会
会议内容 ▼▲
- 1.To amend by way of special resolution, Mars’s Memorandum and Articles of Association to extend the date (the “Termination Date”) by which Mars has to consummate a business combination (the “Articles Extension”) from February 16, 2024 (the “Original Termination Date”) to November 16, 2024 (the “Articles Extension Date”) for a total of an additional twelve months after the Original Termination Date, unless the closing of a business combination shall have occurred prior thereto (the “Extension Amendment Proposal”);
2.To amend, by way of special resolution, Mars’ Memorandum and Articles of Association to eliminate from the Memorandum and Articles of Association the limitation that Mars may not redeem Public Shares (as defined below) to the extent that such redemption would result in Mars having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 (the “Redemption Limitation”) in order to allow Mars to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment,” and such proposal the “Redemption Limitation Amendment Proposal”);
3.To adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient ordinary shares, par value $0.000125 each in the capital of Mars represented (either in person or by proxy) at the Shareholder Meeting to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, or (ii) where the board of directors (the “Board”) has determined it is otherwise necessary (the “Adjournment Proposal”).
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