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March 18, 2024
Karl Brenza
Chief Executive Officer
ScanTech AI Systems Inc.
Americas Tower
1177 Avenue of the Americas, Suite 5100
New York, NY 10036
Re:ScanTech AI Systems Inc.
Amendment No. 2 to Draft Registration Statement on Form S-4
Submitted February 20, 2024
CIK No. 0001994624
Dear Karl Brenza:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
February 15, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-4
Cover Page
1.We note your revised disclosure in response to prior comment 1 and reissue in part. Please
revise your disclosure to quantify the value of the Earnout Shares as of a recently
practicable date.
2.We note your revised disclosure in response to prior comment 4 and reissue in part.
Where you discuss insider conflicts please also discuss any material conflicts of interest of
the underwriter, including any deferred compensation. As a related matter, we note your
response that you "deleted references to deferred commissions." However, you continue to

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reference deferred underwriting commissions throughout your filing, including on pages
136 and F-9. Please tell us whether there are any deferred underwriting commissions.
Finally, please tell us whether Maxim received any additional consideration for its waiver
of redemption rights with respect to Mars shares.
3.You disclose that "[t]he aggregate consideration to be paid to ScanTech holders will be a
number of shares of Pubco Common Stock with an aggregate value equal to
$110.0 million minus the Closing Net Debt as set forth in the Business Combination
Agreement." Please provide an estimate of the per share number of PubCo shares that will
be received by ScanTech holders as of a reasonably practicable date.
4.We note your revised disclosure that "[i]n connection with the Initial Extension Meeting,
holders of 4,818,568 Public Shares properly exercised their right to redeem their shares
for cash at a redemption price of approximately $10.71 per share, for an aggregate
redemption amount of approximately $51,616,245.86." Please revise to disclose the
percentage of shares outstanding that were redeemed at the Initial Extension Meeting. As
a related matter, please revise your background discussion beginning on page 119 to
include a discussion of the Initial Extension Meeting, including any negotiations related
to Mars, the Sponsor, Pubco and the Extension Non-Redeeming Shareholders entering
into non-redemption agreements.
Summary of the Proxy Statement/Prospectus/Consent Solicitation
Organizational Chart of Pubco's Intended Structure and Corresponding Ownership Percentages,
page 31
5.Please reconcile the percentage interest held by Public Shareholders in your organizational
chart with the percentages disclosed in your tables at the beginning of your filing.
Conditions to Closing of the Business Combination, page 32
6.You disclose that "Mars extended the time to complete a business combination from
February 16, 2024 until November 16, 2024, and removed the net tangible asset
requirement so that Mars need not have net tangible assets of at least $5,000,001 to
consummate a business combination." Please revise your disclosure here and in
a related risk factor to address the fact that the removal of the net tangible assets provision
may further reduce the cash available to the post-combination company. Please also
include risk factor disclosure regarding the impact of the removal of this provision on
shareholders, including the potential impact on Nasdaq listing of Mars and the combined
company.
Prepaid Forward Purchase Agreement, page 34
7.We note your response to comment 9, including that any purchases of Ordinary Shares
made pursuant to the terms of the Forward Purchase Agreement will not be subject to
Rule 14e-5 of the Exchange Act pursuant to the exception provided by Rule 14e-5(b)(7)
of the Exchange Act. Please provide additional detail describing how your FPA satisfies

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each of the requirements of the exception in Rule 14e-5(b)(7), including a discussion of
whether the contractual agreement is binding and unconditional on both parties. As a
related matter, we note your statement on page 35 indicating your reliance on Tender
Offer Compliance and Disclosure Interpretation 166.01 (March 22, 2022). Please provide
an analysis regarding how this CDI applies to your circumstances.
8.We note your disclosure that River North will acquire up to 1,500,000 shares of the
redeemed Public Shares. However, you also disclose that, pursuant to the FPA, the shares
to be purchased by River North will not be redeemed in connection with the Extraordinary
General Meeting and will convert into shares of Pubco upon consummation of the
Business Combination. Therefore, please clarify your reference to River North acquiring
"redeemed Public Shares."
9.You disclose that, pursuant to the FPA, "[n]o later than the date any assets from
Mars' Trust Account are disbursed in connection with the Business Combination, Mars,
ScanTech and Pubco will cause RiverNorth to be paid directly, out of the funds so
disbursed, a cash amount equal to the number of Purchased Shares multiplied by the
Redemption Price." You also disclose that the company will receive Commitment Shares.
Please clarify why the company is paying the cash amount to River North, and quantify
the amount as of a reasonably practicable date. In your background of the business
combination discussion, please disclose how the parties arrived at the final terms of the
FPA, including this cash payment.
Risk Factors
The Insiders have agreed to vote in favor of the Business Combination, regardless of how Public
Shareholders vote., page 52
10.We note your revised disclosure that "[p]ursuant to the Voting and Support Agreement . .
. Insiders have agreed to vote in favor of the Business Combination, collectively owning .
. . approximately 47.3% of the currently outstanding Ordinary Shares," and "the Business
Combination can be approved with the vote of any Public Shareholders." We also note
your disclosure on page 101 that "Insiders and Maxim represent approximately 53.5% of
the issued and outstanding Ordinary Shares," and "[a]s a result, as of the Record Date, in
addition to the Ordinary Shares held by the Insiders and Maxim, no holders of Public
Shares would be required to be present at the Extraordinary General Meeting to achieve a
quorum." Please revise your risk factor clarify whether the Business Combination can be
approved without the vote of any Public Shareholders. Revise your table on page 102 to
clearly explain what is meant by "additional ordinary shares" needed to approve each
proposal and clearly identify which column refers to insiders and which column refers to
public shareholders.
The value of the Founder Shares following completion . . ., page 55
11.We note your revised disclosure in response to comment 14. Please revise your disclosure
to provide the per share value of each of the holder's investment at maximum and interim

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redemption scenarios. Make conforming changes throughout your filing.
The ability of Mars Shareholders to exercise redemption rights . . ., page 59
12.We note your revised disclosure in response to prior comment 16. Please clarify, within
your risk factor on page 59 and on the cover page, whether there is a level of redemptions
that would prevent completion of the transaction. Please also revise your disclosure
throughout your filing, as appropriate, to clarify the number of shares in your maximum
redemption scenario, and whether this share amount is less than the number of public
shares outstanding. Finally, please tailor your risk factor to your specific facts and
circumstances, including affirmatively disclosing whether your initial business
combination agreement requires you to use a portion of the cash in the Trust Account to
pay the purchase price, or requires you to have a minimum amount of cash at closing.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Mars
Liquidity, Capital Resources, Going Concern, page 118
13.Please quantify the amount of funds held outside the Trust Account as of the financial
periods presented in the filing.
Background of the Business Combination, page 119
14.We note your revised disclosure in response to prior comment 18. Please provide further
information regarding the decision to enter into and negotiation of the Voting and Support
Agreement within the timeline of the Background of the Business Combination Section.
15.We note your revised disclosure in response to comment 19, including your numbered list
of potential target companies. However, your discussion includes references to target
companies identified by a letter, such as Target A, Target B, and so on. To provide clarity
and context for investors, please revise your list of companies to identify which in the
numbered list referred to the lettered targets in your discussion on page 122.
16.Where you disclose certain meetings or discussions, please revise your disclosure to
provide more detail about the items discussed at those meetings.  For example, revise your
disclosure that "[o]n March 31, 2023, a call [was] held between Mr. Brenza and Mr.
Falconer to discuss the preliminary information" to identify the "preliminary information."
Make additional revisions throughout your background discussion, including where you
reference "detailed list," "diligence questions," "additional materials," "spreadsheet
presenting a proposed deal structure," and other, similar terms. Where you note that
parties discussed certain items, such as additional materials, disclose the topics that were
considered in those discussions.
17.You disclose that, "[o]n March 17, 2023, LS introduced Mr. Brenza to an advisor to
ScanTech," and "Mr. Brenza and the advisor discussed ScanTech and decided to explore a
potential business combination between Mars and ScanTech." Please identify the advisor.

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18.We note your response to comment 20, including the following revised disclosure in your
filing, related to the LOI:

"It was subsequently agreed by the parties that this valuation would be increased to $110
million. A potential minimum cash provision was discussed by the parties, which the
parties subsequently agreed to remove. The level of earn-out and equity incentive shares
were discussed and it was agreed by the parties that both levels would be set at 10%.
Finally, the board of directors structure was discussed and it was ultimately agreed that
ScanTech would designate four (4) directors, Mars would designate two (2) directors."

Please revise your disclosure to clarify: (1) why the parties increased the valuation to $110
million; (2) why they removed the minimum cash condition; (3) how they arrived at an
earnout level of 10%, and (4) how and why they determined the composition of the board.
Make conforming changes throughout your filing, where you discuss meetings and key
terms generally, to provide specific dates and topics of discussion at those meetings. For
example, we note your disclosure that "[b]etween August 18 and September 3, 2023,
Mars, ScanTech, VCL and EGS conducted conference calls to discuss open items, and
traded drafts of the BCA and various ancillary agreements regarding ScanTech’s debt
summary, closing calculations and mechanics, earn-out provision, and certain of
ScanTech’s representations, warranties and covenants."
19.You disclose on page 124 that "[b]etween May 23 and August 29, 2023, weekly all-hands
calls were held and all key action items were discussed." Please revise your disclosure to
discuss, where appropriate, the "key action items," including the timing and substance of
meetings related to the discussions of these items.
20.We note your disclosure regarding the timing of discussions related to the forward
purchase agreement. Please revise your disclosure to clarify why the parties determined to
introduce and execute this agreement. Where you discuss negotiations related to this
agreement, please revise your disclosure to discuss the substance of these negotiations,
including the relevant positions of the parties and how the terms of the forward purchase
agreement evolved in subsequent drafts.
21.Please revise your disclosure to discuss the negotiations related to the structure of the
business combination, including the factors considered by the parties and the ultimate
decision to structure the merger as a two-step merger, with Mars continuing as the
surviving entity of the Purchaser Merger and ScanTech continuing as the surviving entity
of the Company Merger. Please consider making changes to your graphics on page 30, to
include a graphic depicting the organizational structure of the companies for each step of
your business combination.
22.We note your disclosure that "[o]n July 23, 2023, EGS delivered to VCL a revised version
of the draft BCA reflecting input received from ScanTech's positions on various open
issues, including the consideration and payment mechanics, the structure of the proposed
business combination, the earn-out provisions, the breadth of representations and

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warranties, the outside date, certain termination provisions and certain other terms and
conditions." Where you discuss drafts and revised drafts of the business combination
agreement and related terms and input from the parties, please revise your disclosure to
include specific details describing the parties' input and the terms in the relevant drafts.
23.We note your references to a fairness presentation and draft fairness opinion provided by
Network 1. Please briefly discuss the items presented and provided in the presentation and
draft opinion, respectively. In addition, please discuss the differences, if any, between the
presentation and draft opinion compared to the final fairness opinion.
24.We note your references throughout this section to "ScanTech’s projections of purchase
orders of Sentinel Scanners," and "ScanTech’s business plan and expected purchase
orders." Please revise your disclosure to briefly describe these projections and clarify
whether they were included in or the same as the Certain Projected Financial Information
contained in your filing and considered by Network 1 in issuing its fairness opinion.
25.We note your revised disclosure in response to comment 27, including that "Mars may
take business opportunities away from Mars for their own benefit." Therefore