Grundläggande statistik
| CIK | 1892922 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Mars Acquisition Corp.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| January 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDERSECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41619 Mars Acquisition Corp. (Exact name of registrant as specified in i |
|
| December 17, 2024 |
425 1 tm2431359d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 (December 12, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (S |
|
| December 17, 2024 |
Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 (December 12, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction o |
|
| December 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A (RULE 14A-101) Schedule 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as pe |
|
| November 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2024 Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of incorporation) (Co |
|
| November 29, 2024 |
Exhibit 99.1 Mars Acquisition Corp. Announces Adjournment of Extraordinary General Meeting and Extension of Redemption Deadline NEW YORK- Mars Acquisition Corp. (the “Company” or “Mars”) (Nasdaq: MARX), a special purpose acquisition company, today announced that the extraordinary general meeting of shareholders of the Company (the “General Meeting”), originally scheduled for 10:00 a.m. Eastern Tim |
|
| November 29, 2024 |
Exhibit 99.1 Mars Acquisition Corp. Announces Adjournment of Extraordinary General Meeting and Extension of Redemption Deadline NEW YORK- Mars Acquisition Corp. (the “Company” or “Mars”) (Nasdaq: MARX), a special purpose acquisition company, today announced that the extraordinary general meeting of shareholders of the Company (the “General Meeting”), originally scheduled for 10:00 a.m. Eastern Tim |
|
| November 29, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2024 Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of incorporation) (Co |
|
| November 14, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 ( November 12, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction |
|
| November 14, 2024 |
AMENDMENT NO. 2 TO PREPAID FORWARD PURCHASE AGREEMENT Exhibit 10.1 AMENDMENT NO. 2 TO PREPAID FORWARD PURCHASE AGREEMENT This AMENDMENT NO. 2 TO PREPAID FORWARD PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of November 12, 2024, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “SPAC”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), ScanTech Identificatio |
|
| November 14, 2024 |
AMENDMENT NO. 5 TO BUSINESS COMBINATION AGREEMENT Exhibit 2.1 AMENDMENT NO. 5 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 5 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), is made and entered into as of November 12, 2024, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “Purchaser”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), Mars Merger Sub I Corp., a |
|
| November 14, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Def |
|
| November 14, 2024 |
AMENDMENT NO. 5 TO BUSINESS COMBINATION AGREEMENT Exhibit 2.1 AMENDMENT NO. 5 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 5 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), is made and entered into as of November 12, 2024, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “Purchaser”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), Mars Merger Sub I Corp., a |
|
| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 ( November 12, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction |
|
| November 14, 2024 |
AMENDMENT NO. 2 TO PREPAID FORWARD PURCHASE AGREEMENT Exhibit 10.1 AMENDMENT NO. 2 TO PREPAID FORWARD PURCHASE AGREEMENT This AMENDMENT NO. 2 TO PREPAID FORWARD PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of November 12, 2024, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “SPAC”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), ScanTech Identificatio |
|
| October 30, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 ( October 30, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of |
|
| October 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 ( October 30, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of |
|
| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2024 ( October 15, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of |
|
| October 15, 2024 |
Exhibit 99.1 Investor Presentation October 2024 About This Presentation :This presentation (“Presentation”) has been prepared in connection making an evaluation with respect to a proposed business combination (the “Transaction”) between Mars Acquisition Corp. (“Mars”) and ScanTech Identification Beam Systems, LLC (“ScanTech”). This Presentation does not purport to contain all of the information th |
|
| October 15, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2024 ( October 15, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of |
|
| October 15, 2024 |
EX-99.1 2 tm2426188d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Investor Presentation October 2024 About This Presentation :This presentation (“Presentation”) has been prepared in connection making an evaluation with respect to a proposed business combination (the “Transaction”) between Mars Acquisition Corp. (“Mars”) and ScanTech Identification Beam Systems, LLC (“ScanTech”). This Presentation does not |
|
| October 4, 2024 |
AMENDMENT NO. 1 TO PREPAID FORWARD PURCHASE AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 TO PREPAID FORWARD PURCHASE AGREEMENT This AMENDMENT NO. 1 TO PREPAID FORWARD PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of September 30, 2024, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “SPAC”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), ScanTech Identi |
|
| October 4, 2024 |
AMENDMENT NO. 4 TO BUSINESS COMBINATION AGREEMENT Exhibit 2.1 AMENDMENT NO. 4 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 4 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), is made and entered into as of September 30, 2024, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “Purchaser”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), Mars Merger Sub I C |
|
| October 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 ( September 30, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction o |
|
| October 4, 2024 |
AMENDMENT NO. 1 TO PREPAID FORWARD PURCHASE AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 TO PREPAID FORWARD PURCHASE AGREEMENT This AMENDMENT NO. 1 TO PREPAID FORWARD PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of September 30, 2024, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “SPAC”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), ScanTech Identi |
|
| October 4, 2024 |
AMENDMENT NO. 4 TO BUSINESS COMBINATION AGREEMENT Exhibit 2.1 AMENDMENT NO. 4 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 4 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), is made and entered into as of September 30, 2024, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “Purchaser”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), Mars Merger Sub I C |
|
| October 4, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 ( September 30, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction o |
|
| September 5, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2024 Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of incorporation) (Co |
|
| September 5, 2024 |
Exhibit 99.1 Investor Presentation September 2024 About This Presentation :This presentation (“Presentation”) has been prepared in connection making an evaluation with respect to a proposed business combination (the “Transaction”) between Mars Acquisition Corp. (“Mars”) and ScanTech Identification Beam Systems, LLC (“ScanTech”). This Presentation does not purport to contain all of the information |
|
| September 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2024 Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of incorporation) (Co |
|
| September 5, 2024 |
Exhibit 99.1 Investor Presentation September 2024 About This Presentation :This presentation (“Presentation”) has been prepared in connection making an evaluation with respect to a proposed business combination (the “Transaction”) between Mars Acquisition Corp. (“Mars”) and ScanTech Identification Beam Systems, LLC (“ScanTech”). This Presentation does not purport to contain all of the information |
|
| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2024 (August 19, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of in |
|
| August 23, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2024 (August 19, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of in |
|
| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41619 Mars |
|
| June 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 (May 29, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of incorpor |
|
| June 4, 2024 |
Subscription Agreement, dated May 29, 2024, by and among Polar, Mars, Sponsor, and ScanTech. Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of May 29, 2024 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Mars Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Mars Capital Holdings Corporation, a British Virgin Islands business company (“Sponsor”), and Sc |
|
| June 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 (May 29, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of incorpor |
|
| June 4, 2024 |
Subscription Agreement, dated May 29, 2024, by and among Polar, Mars, Sponsor, and ScanTech. Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of May 29, 2024 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Mars Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Mars Capital Holdings Corporation, a British Virgin Islands business company (“Sponsor”), and Sc |
|
| May 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41619 Mar |
|
| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR For Period Ended: March 31, 2024 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q For the Transition Perio |
|
| May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 (April 30, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jur |
|
| May 6, 2024 |
Promissory Note dated March 31, 2024 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
|
| May 6, 2024 |
Promissory Note dated April 20, 2024 Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
|
| May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 (April 30, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jur |
|
| May 6, 2024 |
Promissory Note dated April 20, 2024 Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
|
| May 6, 2024 |
Promissory Note dated March 31, 2024 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
|
| April 18, 2024 |
ScanTech Participates in Passenger Terminal Expo 2024 Exhibit 99.1 ScanTech Participates in Passenger Terminal Expo 2024 Management Expects to Deliver Initial Customer Units in Coming Weeks BUFORD, Ga., April 17, 2024 /PRNewswire/ - ScanTech Identification Beam Systems, LLC ("ScanTech"), an innovator of next-generation 'fixed-gantry' computed tomography (CT) screening systems, based in Metro-Atlanta, Georgia, today announced its participation in the |
|
| April 18, 2024 |
Exhibit 2.1 AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), is made and entered into as of April [●], 2024, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “Purchaser”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), Mars Merger Sub I Corp., a C |
|
| April 18, 2024 |
Exhibit 2.1 AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), is made and entered into as of April [●], 2024, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “Purchaser”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), Mars Merger Sub I Corp., a C |
|
| April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024 (April 17, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of inco |
|
| April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024 (April 17, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of inco |
|
| April 18, 2024 |
ScanTech Participates in Passenger Terminal Expo 2024 Exhibit 99.1 ScanTech Participates in Passenger Terminal Expo 2024 Management Expects to Deliver Initial Customer Units in Coming Weeks BUFORD, Ga., April 17, 2024 /PRNewswire/ - ScanTech Identification Beam Systems, LLC ("ScanTech"), an innovator of next-generation 'fixed-gantry' computed tomography (CT) screening systems, based in Metro-Atlanta, Georgia, today announced its participation in the |
|
| April 5, 2024 |
Promissory Note dated April 2, 2024. Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
|
| April 5, 2024 |
Subscription Agreement, dated April 2, 2024, by and among Polar, Mars, Sponsor, and ScanTech. Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of April 2, 2024 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Mars Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Mars Capital Holdings Corporation, a British Virgin Islands business company (“Sponsor”), and S |
|
| April 5, 2024 |
Exhibit 2.1 AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), is made and entered into as of April 2, 2024, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “Purchaser”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), Mars Merger Sub I Corp., a Cay |
|
| April 5, 2024 |
Exhibit 2.1 AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), is made and entered into as of April 2, 2024, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “Purchaser”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), Mars Merger Sub I Corp., a Cay |
|
| April 5, 2024 |
Subscription Agreement, dated April 2, 2024, by and among Polar, Mars, Sponsor, and ScanTech. Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of April 2, 2024 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Mars Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Mars Capital Holdings Corporation, a British Virgin Islands business company (“Sponsor”), and S |
|
| April 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2024 (April 2, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of incorp |
|
| April 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2024 (April 2, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of incorp |
|
| April 5, 2024 |
Promissory Note dated April 2, 2024. Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
|
| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 (March 21, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of inco |
|
| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 (March 21, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of inco |
|
| March 8, 2024 |
KYG5870E1329 / Mars Acquisition Corp. / Brenza Karl - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MARS ACQUISITION CORP. |
|
| March 8, 2024 |
KYG5870E1329 / Mars Acquisition Corp. / Huang Shanchun - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
|
| March 8, 2024 |
KYG5870E1329 / Mars Acquisition Corp. / Mars Capital Holding Corp - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 (Amendment No. |
|
| March 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Mars Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) G5870E108 (CUSIP Number) February 29, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
|
| February 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41619 |
|
| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR For Period Ended: December 31, 2023 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q For the Transition Pe |
|
| February 13, 2024 |
SC 13G 1 karpus-sch13g18788.htm KARPUS INVESTMENT MGT / MARS ACQUISITION - SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * Mars Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) G5870E108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of Th |
|
| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2024 (February 6, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of |
|
| February 8, 2024 |
KYG5870E1329 / Mars Acquisition Corp. / Huang Shanchun - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
|
| February 5, 2024 |
Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2024 (January 30, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or ot |
|
| February 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2024 (January 30, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of |
|
| February 1, 2024 |
Amendment to Amended and Restated Memorandum and Articles of Association Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Mars Acquisition Corp. (Company Number: 374785) (the “Company”) TAKE NOTICE that at an extraordinary general meeting of the Company dated 30 January 2024, the following resolutions were passed: Proposal No. 1 – The Extension Amendment Proposal - RESOLVED, as a special resolution that: a) |
|
| February 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2024 (January 30, 2024) Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of |
|
| February 1, 2024 |
Amendment to Amended and Restated Memorandum and Articles of Association Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Mars Acquisition Corp. (Company Number: 374785) (the “Company”) TAKE NOTICE that at an extraordinary general meeting of the Company dated 30 January 2024, the following resolutions were passed: Proposal No. 1 – The Extension Amendment Proposal - RESOLVED, as a special resolution that: a) |
|
| January 31, 2024 |
SC 13G/A 1 d694092dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mars Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) G5870E132 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statem |
|
| January 31, 2024 |
EX-99.1 2 d694092dex991.htm EX-99.1 SCHEDULE 13G CUSIP No. G5870E132 Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Mars Acquisition Corp. dated as of January 31, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of |
|
| January 24, 2024 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered as of [●], 2024 by and among Mars Acquisition Corp. (“Mars”), Mars Capital Holding Corporation, a British Virgin Islands business company with limited liability (the “Sponsor”), and ScanTech AI Systems Inc., a Delaware corporation and wholly owned subsidiary of Mars (“Pubco”) and the undersigned inves |
|
| January 24, 2024 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered as of [●], 2024 by and among Mars Acquisition Corp. (“Mars”), Mars Capital Holding Corporation, a British Virgin Islands business company with limited liability (the “Sponsor”), and ScanTech AI Systems Inc., a Delaware corporation and wholly owned subsidiary of Mars (“Pubco”) and the undersigned inves |
|
| January 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2024 Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of incorporation) (Com |
|
| January 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2024 Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of incorporation) (Com |
|
| January 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
|
| December 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
|
| December 28, 2023 |
Exhibit 4.5 DESCRIPTION OF SECURITIES General We are a blank check company incorporated in the Cayman Islands on April 23, 2021 as an exempted company with limited liability for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to througho |
|
| December 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-4161 |
|
| December 26, 2023 |
Exhibit 2.1 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of December 19, 2023, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “Purchaser”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of the Purchaser (“Pubco”), Mars Merger Sub I |
|
| December 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2023 Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of incorporation) (Co |
|
| December 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2023 Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of incorporation) (Co |
|
| December 26, 2023 |
Exhibit 2.1 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of December 19, 2023, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “Purchaser”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of the Purchaser (“Pubco”), Mars Merger Sub I |
|
| November 20, 2023 |
Filed by Mars Acquisition Corp. Filed by Mars Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended under the Securities Exchange Act of 1934, as amended Subject Company: Mars Acquisition Corp. Commission File No.: 001- 41619 Date: November 17, 2023 On November 17, 2023, ScanTech Identification Beam Systems, LLC (“ScanTech”), which is a party to a previously disclosed Business Combination Agreement, |
|
| November 13, 2023 |
Exhibit 99.1 Mars Acquisition Corp. Announces Confidential Submission of Form S-4 Registration Statement Related to Proposed Business Combination New York, New York, and Buford, Georgia, November 13, 2023 (PRNEWSWIRE) – Mars Acquisition Corp. (Nasdaq: MARX) (“Mars”), a publicly traded special purpose acquisition company, today announced the confidential submission with the U.S. Securities and Exch |
|
| November 13, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of incorporation) (Co |
|
| November 13, 2023 |
Exhibit 99.1 Mars Acquisition Corp. Announces Confidential Submission of Form S-4 Registration Statement Related to Proposed Business Combination New York, New York, and Buford, Georgia, November 13, 2023 (PRNEWSWIRE) – Mars Acquisition Corp. (Nasdaq: MARX) (“Mars”), a publicly traded special purpose acquisition company, today announced the confidential submission with the U.S. Securities and Exch |
|
| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of incorporation) (Co |
|
| September 8, 2023 |
Exhibit 10.4 PREPAID FORWARD PURCHASE AGREEMENT This Prepaid Forward Purchase Agreement (this “Agreement”) is entered into as of September 4, 2023, by and among Mars Acquisition Corp., a Cayman Island exempted company (“SPAC”), ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (“ScanTech” or the “Company”), Pubco (as herein defined) and RiverNorth SPAC Arbitrage Fund, |
|
| September 8, 2023 |
Form of Insider Letter Amendment, by and among Mars, Pubco, Sponsor and the other parties thereto. Exhibit 10.3 AMENDMENT TO INSIDER LETTER This AMENDMENT TO INSIDER LETTER (this “Amendment”) is made and entered into as of [], 2023, by and among (i) Mars Acquisition Corp., a Cayman Islands exempted company (the “Company”), (ii) ScanTech AI Systems Inc., a Delaware corporation (“Pubco”), (iii) Mars Capital Holding Corporation, a British Virgin Islands business company with limited liability (the |
|
| September 8, 2023 |
Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This VOTING AND Support Agreement (this “Agreement”) is made 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 Identification Beam Systems, LLC, a Delaware limited liability company (the “Company”), (iii) Mars Capital Holding Corporation, a Brit |
|
| September 8, 2023 |
Exhibit 99.1 Mars Acquisition Corp. (Nasdaq: MARX) ScanTech Identification Beam Systems, LLC Critical Infrastructure Security Powered by Artificial Intelligence page 1 WHAT WE DO ScanTech develops systems, software and artificial intelligence that aim to protect the world’s most sensitive security checkpoints page 2 MJ0 WHY WE DO IT page 3 Global security technology infrastructure is ripe for inno |
|
| September 8, 2023 |
Business Combination Agreement (2) Exhibit 2.1 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 SYSTEMS, LLC, as the Company, and DOLAN FALCONER, in the capacity as the Seller Representative Dated as of September 5, 2023 TABLE OF CONTEN |
|
| September 8, 2023 |
Exhibit 2.1 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 SYSTEMS, LLC, as the Company, and DOLAN FALCONER, in the capacity as the Seller Representative Dated as of September 5, 2023 TABLE OF CONTEN |
|
| September 8, 2023 |
Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This VOTING AND Support Agreement (this “Agreement”) is made 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 Identification Beam Systems, LLC, a Delaware limited liability company (the “Company”), (iii) Mars Capital Holding Corporation, a Brit |
|
| September 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2023 Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of incorporation) (Co |
|
| September 8, 2023 |
Exhibit 99.1 Mars Acquisition Corp. (Nasdaq: MARX) ScanTech Identification Beam Systems, LLC Critical Infrastructure Security Powered by Artificial Intelligence page 1 WHAT WE DO ScanTech develops systems, software and artificial intelligence that aim to protect the world’s most sensitive security checkpoints page 2 MJ0 WHY WE DO IT page 3 Global security technology infrastructure is ripe for inno |
|
| September 8, 2023 |
Exhibit 10.1 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 5, 2023, by and among (i) ScanTech AI Systems Inc., a Delaware corporation (“Pubco”), (ii) Mars Acquisition Corp., a Cayman Islands exempted company, the “Purchaser”), and (iii) the undersigned (“Holder”). Any capitalized term used but not otherwise defined in this Agreement shall have |
|
| September 8, 2023 |
Exhibit 10.1 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 5, 2023, by and among (i) ScanTech AI Systems Inc., a Delaware corporation (“Pubco”), (ii) Mars Acquisition Corp., a Cayman Islands exempted company, the “Purchaser”), and (iii) the undersigned (“Holder”). Any capitalized term used but not otherwise defined in this Agreement shall have |
|
| September 8, 2023 |
Form of Insider Letter Amendment, by and among Mars, Pubco, Sponsor and the other parties thereto. Exhibit 10.3 AMENDMENT TO INSIDER LETTER This AMENDMENT TO INSIDER LETTER (this “Amendment”) is made and entered into as of [], 2023, by and among (i) Mars Acquisition Corp., a Cayman Islands exempted company (the “Company”), (ii) ScanTech AI Systems Inc., a Delaware corporation (“Pubco”), (iii) Mars Capital Holding Corporation, a British Virgin Islands business company with limited liability (the |
|
| September 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2023 Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of incorporation) (Co |
|
| September 8, 2023 |
Exhibit 10.4 PREPAID FORWARD PURCHASE AGREEMENT This Prepaid Forward Purchase Agreement (this “Agreement”) is entered into as of September 4, 2023, by and among Mars Acquisition Corp., a Cayman Island exempted company (“SPAC”), ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (“ScanTech” or the “Company”), Pubco (as herein defined) and RiverNorth SPAC Arbitrage Fund, |
|
| September 5, 2023 |
Exhibit 99.1 ScanTech Identification Beam Systems to Become a Publicly Traded Company Via Business Combination with Mars Acquisition Corp. · ScanTech is an innovator of security screening systems, seeking to promote safer environments worldwide. · Pro forma enterprise value of the combined company is expected to be approximately $149.5 million with cash on hand of approximately $68 million, assumi |
|
| September 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2023 Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of incorporation) (Co |
|
| September 5, 2023 |
Exhibit 99.1 ScanTech Identification Beam Systems to Become a Publicly Traded Company Via Business Combination with Mars Acquisition Corp. · ScanTech is an innovator of security screening systems, seeking to promote safer environments worldwide. · Pro forma enterprise value of the combined company is expected to be approximately $149.5 million with cash on hand of approximately $68 million, assumi |
|
| September 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2023 Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of incorporation) (Co |
|
| July 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41619 Mars |
|
| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41619 Mar |
|
| March 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41619 |
|
| March 10, 2023 |
Exhibit 99.1 Mars Acquisition Corp. Announces the Separate Trading of its Ordinary Shares and Rights Commencing on March 14, 2023 New York, New York, March 10, 2023 (PRNEWSWIRE) – Mars Acquisition Corp. (Nasdaq: MARXU) (the “Company”), a Cayman Islands exempted company incorporated as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, re |
|
| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of incorporation) (Commi |
|
| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2023 Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other jurisdiction of incorporation) (Co |
|
| February 23, 2023 |
INDEX TO THE FINANCIAL STATEMENT Exhibit 99.1 INDEX TO THE FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm (PCAOB #317) F-2 Balance Sheet F-3 Notes to the Financial Statement F-4 The accompanying notes are an integral part of this financial statement. F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholder and the Board of Directors of Mars Acquisition Corp. Opinion on the F |
|
| February 22, 2023 |
KYG5870E1329 / Mars Acquisition Corp. / Mars Capital Holding Corp - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MARS ACQUISITION CORP. |
|
| February 21, 2023 |
KYG5870E1329 / Mars Acquisition Corp. / Harraden Circle Investments, LLC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* MARS ACQUISITION CORP. Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) G5870E132 (CUSIP Number) February 14, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
|
| February 21, 2023 |
EX-99.1 2 d463871dex991.htm EX-99.1 SCHEDULE 13G CUSIP No.G5870E132 Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Mars Acquisition Corp. dated as of February 21, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of |
|
| February 17, 2023 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 13, 2023, by and among Mars Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and the |
|
| February 17, 2023 |
Mars Acquisition Corp. Announces Pricing of $60 Million Initial Public Offering Exhibit 99.1 Mars Acquisition Corp. Announces Pricing of $60 Million Initial Public Offering New York, New York, February 13, 2023 (PRNEWSWIRE) – Mars Acquisition Corp. (the “Company”), a newly incorporated blank check company incorporated as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar |
|
| February 17, 2023 |
Exhibit 99.2 Mars Acquisition Corp. Announces Closing of $69 Million Initial Public Offering, Including Full Exercise of Underwriter’s Over-Allotment Option New York, New York, February 16, 2023 (PRNEWSWIRE) – Mars Acquisition Corp. (Nasdaq:MARXU) (the “Company”), a Cayman Islands exempted company incorporated as a blank check company for the purpose of effecting a merger, share exchange, asset ac |
|
| February 17, 2023 |
EX-1.1 2 tm237195d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 6,000,000 Units Mars Acquisition, Corp. UNDERWRITING AGREEMENT February 13, 2023 MAXIM GROUP LLC 300 Park Avenue New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Mars Acquisition, Corp., a company incorporated as a Cayman Islands company ("Company"), hereby confirms its ag |
|
| February 17, 2023 |
8-K 1 tm237195d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2023 Mars Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41619 N/A (State or other ju |
|
| February 17, 2023 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 13, 2023 by and between Mars Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration stateme |
|
| February 17, 2023 |
EX-10.1 5 tm237195d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 February 13, 2023 Mars Acquisition Corp. Americas Tower, 1177 Avenue of The Americas Suite 5100 New York, NY 10036 (888) 622-1218 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by |
|
| February 17, 2023 |
Amended and Restated Memorandum and Articles of Association Exhibit 3.1 Companies Act (revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MARS ACQUISITION CORP. Adopted by special resolution dated 13 FEBRUARY 2023 BTLG2-5463573-5 Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Mars Acquisition Corp. Adopted by special resolution on 13 February 2023 1 The name |
|
| February 17, 2023 |
Exhibit 10.4 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of February 13, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Mars Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Mars Capital Holding Corporation, a British Virgin Islands company limited by shares (the “Purc |
|
| February 17, 2023 |
Exhibit 4.1 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of February 13, 2023 between Mars Acquisition Corporation., a Cayman Islands exempted company, with offices at Americas Tower, 1177 Avenue of The Americas, Suite 5100, New York, NY 10036 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, |
|
| February 14, 2023 |
MARS ACQUISITION CORP. 6,000,000 UNITS Filed Pursuant to Rule 424(b)(4) Registration Number 333-265240 PROSPECTUS $60,000,000 MARS ACQUISITION CORP. |
|
| February 9, 2023 |
Mars Acquisition Corp. Americas Tower, 1177 Avenue of The Americas, Suite 5100 New York, NY 10036 CORRESP 1 filename1.htm Mars Acquisition Corp. Americas Tower, 1177 Avenue of The Americas, Suite 5100 New York, NY 10036 February 9, 2023 VIA EDGAR & TELECOPY Stacie Gorman Division of Corporation Finance Office of Manufacturing U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Mars Acquisition Corp. (the “Company”) Registration Statement on Form S-1 (File No. 333- |
|
| February 9, 2023 |
For UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Mars Acquisition Corp. |
|
| February 9, 2023 |
Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 February 9, 2023 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 February 9, 2023 VIA EDGAR U. |
|
| February 3, 2023 |
Form of Underwriting Agreement Exhibit 1.1 6,000,000 Units Mars Acquisition, Corp. UNDERWRITING AGREEMENT , 2023 MAXIM GROUP LLC 300 Park Avenue New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Mars Acquisition, Corp., a company incorporated as a Cayman Islands company ("Company"), hereby confirms its agreement with Maxim Group LLC (hereinafter referred t |
|
| February 3, 2023 |
As filed with the Securities and Exchange Commission on February 3, 2023 As filed with the Securities and Exchange Commission on February 3, 2023 Registration No. |
|
| January 27, 2023 |
As filed with the Securities and Exchange Commission on January 27, 2023 S-1/A 1 tm2132066d8s1a.htm S-1/A As filed with the Securities and Exchange Commission on January 27, 2023 Registration No. 333-265240 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MARS ACQUISITION CORP. (Exact name of registrant as specified in its constitutional documents) Cayman Islands |
|
| January 27, 2023 |
CORRESP 1 filename1.htm Mars Acquisition Corporation January 27, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, DC 20549 Attn: Stacie Gorman Re: Mars Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed December 9, 2022 File No. 333-265240 Dear Ms. Gorman: Mars Acquisit |
|
| December 9, 2022 |
Exhibit 10.7 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [ ], 2022 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Mars Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Mars Capital Holding Corporation, a British Virgin Islands company limited by shares (the ?Purchaser?). |
|
| December 9, 2022 |
Form of Registration Rights Agreement between the Registrant and certain security holders EX-10.5 10 tm2132066d6ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2022, by and among Mars Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Invest |
|
| December 9, 2022 |
Form of Right Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant EX-4.4 6 tm2132066d6ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [●], 2022 between Mars Acquisition Corporation., a Cayman Islands exempted company, with offices at Americas Tower, 1177 Avenue of The Americas, Suite 5100, New York, NY 10036 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offi |
|
| December 9, 2022 |
Form of Amended and Restated Memorandum and Articles of Association Exhibit 3.2 Companies Act (revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MARS ACQUISITION CORP. Adopted by special resolution dated [ ], 2022 Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Mars Acquisition Corp. Adopted by special resolution on [ ], 2022 1 The name of the Company is Mars Acquis |
|
| December 9, 2022 |
Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2022 by and between Mars Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Fo |
|
| December 9, 2022 |
EX-4.3 5 tm2132066d6ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 NUMBER [ ] RIGHTS MARS ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G5870E 108 THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (each, a “Right”) to automatically receive two-tenths of one ordinary share, par value $0.000125 per sha |
|
| December 9, 2022 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-1 (Form Type) Mars Acquisition Corp. |
|
| December 9, 2022 |
EX-10.1 8 tm2132066d6ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 [], 2022 Mars Acquisition Corp. Americas Tower, 1177 Avenue of The Americas Suite 5100 New York, NY 10036 (888) 622-1218 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and amon |
|
| December 9, 2022 |
Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS MARS ACQUISITION CORPORATION CUSIP: G5870E 108 UNITS CONSISTING OF ONE ORDINARY SHARE AND ONE RIGHT TO RECEIVE TWO-TENTH OF ONE ORDINARY SHARE THIS CERTIFIES THAT is?the owner of Units. Each Unit (?Unit?) consists of one ordinary share, with a par value $0.000125 per share, of MARS ACQUISITION CORPORATION, a Cayman Islands company (th |
|
| December 9, 2022 |
As filed with the Securities and Exchange Commission on December 9, 2022 S-1/A 1 tm2132066d6s1a.htm S-1/A As filed with the Securities and Exchange Commission on December 9, 2022 Registration No. 333-265240 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MARS ACQUISITION CORP. (Exact name of registrant as specified in its constitutional documents) Cayman Islands 6770 n/a (State or |
|
| December 9, 2022 |
Mars Acquisition Corporation December 9, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, DC 20549 Attn: Stacie Gorman Re: Mars Acquisition Corp. Registration Statement on Form S-1 Filed May 26, 2022 File No. 333-265240 Dear Ms. Gorman: Mars Acquisition Corporation (the “Company”, “we”, “us” or “ |
|
| December 9, 2022 |
Specimen Ordinary Share Certificate Exhibit 4.2 SPECIMEN ORDINARY SHARE CERTIFICATE CERTIFICATE NUMBER SHARES MARS ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS ORDINARY SHARE SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT CUSIP: G5870E 108 IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF PAR VALUE $0.000125 PER SHARE MARS ACQUISITION CORPORATION transferable on the books of the C |
|
| May 26, 2022 |
EX-14 20 tm2132066d4ex14.htm EXHIBIT 14 Exhibit 14 MARS ACQUISITION CORPORATION CODE OF ETHICS 1. Introduction The Board of Directors (the “Board”) of Mars Acquisition Corporation (the “Company”) has adopted this code of ethics (this “Code”), which is applicable to all directors, officers, and employees (to the extent that employees are hired in the future) (each a “person,” as used herein) of the |
|
| May 26, 2022 |
Form of Amended and Restated Memorandum and Articles of Association Exhibit 3.2 Companies Act (revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MARS ACQUISITION CORP. Adopted by special resolution dated [ ], 2022 Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Mars Acquisition Corp. Adopted by special resolution on [ ], 2022 1 The name of the Company is Mars Acquis |
|
| May 26, 2022 |
EX-FILING FEES 25 tm2132066d4ex107.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-1 (Form Type) Mars Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate |
|
| May 26, 2022 |
Mars Acquisition Corporation May 26, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, DC 20549 Attn: Stacie Gorman Re: Mars Acquisition Corp. Draft Registration Statement on Form S-1 Submitted February 3, 2022 CIK No. 00001892922 Dear Ms. Gorman: Mars Acquisition Corporation (the “Company”, “we”, |
|
| May 26, 2022 |
EX-10.3 14 tm2132066d4ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Mars Acquisition Corp. AMENDMENT NO. 1 TO PROMISSORY NOTE THIS AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is entered into effective as of April 20, 2022, by Mars Acquisition Corp., an exempted limited liability Cayman Islands company and blank check company (“Maker”), and Mars Capital Holding Corporation, a British Virgin Islands comp |
|
| May 26, 2022 |
EX-99.1 22 tm2132066d4ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 MARS ACQUISITION CORPORATION AUDIT COMMITTEE CHARTER As adopted by the Board of Directors, effective [●] Purpose of the Committee The primary purpose of the Audit Committee (the “Committee”) shall be to act on behalf of the Board of Directors (the “Board”) of Mars Acquisition Corporation (the “Company”), in (i) fulfilling the Board’s overs |
|
| May 26, 2022 |
EX-99.2 23 tm2132066d4ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 MARS ACQUISITION CORPORATION COMPENSATION COMMITTEE CHARTER As adopted by the Board of Directors, effective [●] Purpose of the Committee The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Mars Acquisition Corporation (the “Company”) shall be to oversee the Company’s compensation and empl |
|
| May 26, 2022 |
Exhibit 10.7 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [ ], 2022 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Mars Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Mars Capital Holding Corporation, a British Virgin Islands company limited by shares (the ?Purchaser?). |
|
| May 26, 2022 |
Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE NUMBER [ ] WARRANTS WA- (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY?S INITIAL BUSINESS COMBINATION) MARS ACQUISITION CORPORATION CUSIP: G5870E 108 WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered holder of a Warrant or Warr |
|
| May 26, 2022 |
Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS MARS ACQUISITION CORPORATION CUSIP: G5870E 108 UNITS CONSISTING OF ONE ORDINARY SHARE, ONE-HALF WARRANT AND ONE RIGHT TO RECEIVE ONE-TENTH OF ONE ORDINARY SHARE THIS CERTIFIES THAT is?the owner of Units. Each Unit (?Unit?) consists of one ordinary share, with a par value $0.0001 per share, of MARS ACQUISITION CORPORATION, a Cayman Isl |
|
| May 26, 2022 |
Form of Right Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of [?], 2022 between Mars Acquisition Corporation., a Cayman Islands exempted company, with offices at Americas Tower, 1177 Avenue of The Americas, Suite 5100, New York, NY 10036 (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New Yor |
|
| May 26, 2022 |
EX-10.8 19 tm2132066d4ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of [●], 2022 (“Agreement”), by and between Mars Acquisition Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations bei |
|
| May 26, 2022 |
Specimen Ordinary Share Certificate Exhibit 4.2 SPECIMEN ORDINARY SHARE CERTIFICATE CERTIFICATE NUMBER SHARES MARS ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS ORDINARY SHARE SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT CUSIP: G5870E 108 IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF PAR VALUE $0.0001 PER SHARE MARS ACQUISITION CORPORATION transferable on the books of the Com |
|
| May 26, 2022 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant Exhibit 4.5 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2022, is by and between Mars Acquisition Corporation, a Cayman Islands exempted company with limited liability (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent,? also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is |
|
| May 26, 2022 |
Memorandum and Articles of Association Exhibit 3.1 Dated 23 April 2021 Companies Act (Revised) Company Limited by Shares Mars Acquisition Corp. memorandum of association 1 Companies Act (Revised) Company Limited by Shares Memorandum of Association of Mars Acquisition Corp. 1 The name of the Company is Mars Acquisition Corp.. 2 The Company's registered office will be situated at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, |
|
| May 26, 2022 |
EX-10.6 17 tm2132066d4ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 MARS ACQUISITION CORP. October 20, 2021 Mars Capital Holding Corporation Attn: Shanchun Huang RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (this “Agreement”) is entered into on October 20, 2021, by and between Mars Capital Holding Corporation, a BVI business company limited by shares (the “Subscriber” or “you” |
|
| May 26, 2022 |
As filed with the Securities and Exchange Commission on May 26, 2022 Registration No. |
|
| May 26, 2022 |
EX-10.2 13 tm2132066d4ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTOR |
|
| May 26, 2022 |
Exhibit 10.1 [], 2022 Mars Acquisition Corp. Americas Tower, 1177 Avenue of The Americas Suite 5100 New York, NY 10036 (888) 622-1218 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among Mars Acquisition Corp., a Cayman Islands co |
|
| May 26, 2022 |
EX-99.3 24 tm2132066d4ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 MARS ACQUISITION CORPORATION NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER As adopted by the Board of Directors, effective [●] Purpose The Nominating and Corporate Governance Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Mars Acquisition Corporation (the “Company”), established to help ensure |
|
| May 26, 2022 |
Exhibit 4.4 NUMBER [ ] RIGHTS MARS ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G5870E 108 THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (each, a ?Right?) to automatically receive one-tenth of one ordinary share, par value $0.0001 per share (?Ordinary Share?), of Mars Acquisition Co |
|
| May 26, 2022 |
Form of Registration Rights Agreement between the Registrant and certain security holders Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of [?], 2022, by and among Mars Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investors and the Company |
|
| May 26, 2022 |
Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2022 by and between Mars Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Fo |
|
| February 3, 2022 |
Mars Acquisition Corporation February 3, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, DC 20549 Attn: Stacie Gorman Re: Mars Acquisition Corp. Draft Registration Statement on Form S-1 Submitted November 24, 2021 CIK No. 00001892922 Dear Ms. Gorman: Mars Acquisition Corporation (the “Company”, |
|
| February 3, 2022 |
As confidentially submitted to the Securities and Exchange Commission on February 3, 2022. |
|
| November 24, 2021 |
As confidentially submitted to the Securities and Exchange Commission on November 24, 2021. |
