MARXU Mars Acquisition Corporation

 

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 jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

Americas Tower, 1177 Avenue of The Americas, Suite 5100 New York, NY		10036
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (888)-667-6277

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one ordinary share, par value $0.000125, and one right entitling the holder to receive 2/10 of an ordinary share		MARXU		The Nasdaq Stock Market LLC
Ordinary Shares, $0.000125 par value		MARX		The Nasdaq Stock Market LLC
Rights to receive two-tenths (2/10) of one ordinary share		MARXR		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Explanatory Note

 

This Amendment No. 1 to the Current Report on Form 8-K amends Item 8.01 of the Current Report on Form 8-K filed on April 5, 2024 (the “Original Form 8-K”) solely to update the total amount of promissory notes with affiliates of the Mars Capital Holdings Corporation (the “Sponsor”) and to reflect that the loan was divided into two notes corresponding to the two series of funds loaned to Mars Acquisition Corp. (“Mars”). These amounts have been corrected under Item 8.01 to this Amendment No. 1. No other changes have been made to the Original Form 8-K.

 

Item 1.01

Entry into a Material Definitive Agreement.

 

Promissory Note

 

The information set forth in Section 2.03 and 8.01 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.

 

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information relating to the Note included in Item 8.01 is incorporated by reference in this item to the extent required herein.

 

Item 8.01.

Other Events.

 

On March 31, 2024 and April 30, 2024, Mars entered into certain promissory notes (the “Notes”) with affiliates of the Sponsor, totaling $345,000, for working capital purposes. The loans are non-interest bearing and payable upon the consummation of the business combination with ScanTech Identification Beam Systems, LLC, and other parties, as set forth in the business combination agreement dated September 5, 2023, as amended (the “Business Combination”). Upon consummation of the Business Combination or a business combination with another target, the Notes will automatically convert into ordinary shares of Mars.

 

If Mars does not consummate a Business Combination, the Notes will not be repaid and all amounts owed under the Notes will be waived. The issuance of the Notes was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

 

The foregoing summary of the Notes does not purport to be complete and is qualified in its entirety by the full text of the Notes attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.	Description
10.1	Promissory Note dated March 31, 2024
10.2	Promissory Note dated April 20, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 6, 2024	Mars Acquisition Corp.
	By:	/s/ Karl Brenza
	Name:	Karl Brenza
	Title:	Chief Executive Officer

 

 

 

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 THAT SUCH REGISTRATION IS NOT REQUIRED.

 

CONVERTABLE PROMISSORY NOTE

 

Principal Amount: $200,000

Dated as of March 31, 2024 New York

 

Mars Acquisition Corp., an exempted limited liability Cayman Islands company and blank check company (the “Maker”), promises to pay to the order of each individual the amount next to his name as set forth in Schedule A below (the “Payee”), or order, the principal sum of Two Hundred Thousand Dollars ($200,000), in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

 

1.   Principal. The principal balance of this Note shall be payable by the Maker on the date on which Maker consummates the business combination with ScanTech Identification Beam Systems, LLC (the “Business Combination”), or the date of consummation of a business combination with another target, whichever is later, such later date is referred to as the “Maturity Date.”

 

2.   Repayment. The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

 

4.    Interest. No interest shall accrue on the unpaid principal balance of this Note.

 

4.    Conversion. The principal balance will automatically convert into 24,000 ordinary shares of the Maker on the Maturity Date.

 

5.    Waiver. In the event that no business combination occurs between the Maker and any third party, the obligation to repay the Note shall be waived.

   

6.    Events of Default. The following shall constitute an event of default (“Event of Default”):

  

(a) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing. 

 

(b)  Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

  

7.    Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

 

8.    Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

 

 

9.    Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

10. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account in which the proceeds of the Maker’s initial public offering were deposited, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

 

11. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

 

12. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

 

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

 

	MARS ACQUISITION CORP.
	By:	/s/
		Karl Brenza
		Chief Executive Officer and Chief Financial Officer

 

 

 

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 THAT SUCH REGISTRATION IS NOT REQUIRED.

 

CONVERTABLE PROMISSORY NOTE

 

Principal Amount: $145,000	Dated as of April 30, 2024 New York

Mars Acquisition Corp., an exempted limited liability Cayman Islands company and blank check company (the “Maker”), promises to pay to the order of each individual the amount next to his name as set forth in Schedule A below (the “Payee”), or order, the principal sum of One Hundred and Forty Five Thousand Dollars ($145,000), in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

 

1.   Principal. The principal balance of this Note shall be payable by the Maker on the date on which Maker consummates the business combination with ScanTech Identification Beam Systems, LLC (the “Business Combination”), or the date of consummation of a business combination with another target, whichever is later, such later date is referred to as the “Maturity Date.”

 

2.    Repayment. The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

 

4.    Interest. No interest shall accrue on the unpaid principal balance of this Note.

 

4.    Conversion. The principal balance will automatically convert into 17,400 ordinary shares of the Maker on the Maturity Date.

 

5.   Waiver. In the event that no business combination occurs between the Maker and any third party, the obligation to repay the Note shall be waived.

   

6.    Events of Default. The following shall constitute an event of default (“Event of Default”):

  

(a) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing. 

 

(b) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

  

7.    Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

 

8.   Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

 

 

9.    Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

10. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account in which the proceeds of the Maker’s initial public offering were deposited, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

 

11. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

 

12. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

 

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

 

	MARS ACQUISITION CORP.
	By:	/s/
		Karl Brenza
		Chief Executive Officer and Chief Financial Officer

 

 

v3.24.1.u1

Cover	Apr. 30, 2024
Document Information [Line Items]
Document Type	8-K/A
Amendment Flag	false
Document Period End Date	Apr. 30, 2024
Entity File Number	001-41619
Entity Registrant Name	Mars Acquisition Corp.
Entity Central Index Key	0001892922
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Americas Tower
Entity Address, Address Line Two	1177 Avenue of The Americas
Entity Address, Address Line Three	Suite 5100
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	888
Local Phone Number	667-6277
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units Each Consisting Of One Ordinary Share Par Value 0. 000125 And One Right Entitling Holder To Receive 210 Of Ordinary Share [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one ordinary share, par value $0.000125, and one right entitling the holder to receive 2/10 of an ordinary share
Trading Symbol	MARXU
Security Exchange Name	NASDAQ
Ordinary Shares 0. 000125 Par Value [Member]
Document Information [Line Items]
Title of 12(b) Security	Ordinary Shares, $0.000125 par value
Trading Symbol	MARX
Security Exchange Name	NASDAQ
Rights To Receive Twotenths 210 Of One Ordinary Share [Member]
Document Information [Line Items]
Title of 12(b) Security	Rights to receive two-tenths (2/10) of one ordinary share
Trading Symbol	MARXR
Security Exchange Name	NASDAQ

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