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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 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: (866)-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:

 

¨ 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 February 1, 2024 (the “Original Form 8-K”) solely to update the amount for redemption price, the amount for the aggregate redemption amount, the amount of ordinary shares that the Investors (as defined below) agree not to redeem and the amount of common stock of Pubco (as defined below) that the Investors are entitled to receive pursuant to the Non-Redemption Agreements (as defined below). These amounts have been corrected under Item 5.07 and Item 8.01 to this Amendment No. 1. No other changes have been made to the Original Form 8-K.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On January 30, 2024, the Company held the Shareholder Meeting to approve the Proposals, and if necessary, then Adjournment Proposal, which are more fully described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on January 11, 2024. As there were sufficient votes to approve the Proposals at the Shareholder Meeting, the Adjournment Proposal was not presented to shareholders.

 

Holders of 9,292,000 ordinary shares of the Company held of record as of January 4, 2024, the record date for the Shareholder Meeting, were present in person or by proxy at the meeting, representing approximately 74.25% of the voting power of the Company’s ordinary shares as of the record date for the Shareholder Meeting, and constituting a quorum for the transaction of business.

 

The voting results for the Proposals were as follows:

 

The Extension Amendment Proposal

 

For   Against   Abstain
6,182,470   717,235   0

 

The Redemption Limitation Amendment Proposal

 

For   Against   Abstain
6,182,470   717,235   0

 

 

 

 

The Adjornment Proposal

 

For   Against   Abstain
6,182,470   717,235   0

 

In connection with the vote to approve the Proposals, holders of 4,818,568 Public Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.71 per share, for an aggregate redemption amount of approximately $51,616,245.86.

 

Item 8.01. Other Events

 

In connection with the Company’s Shareholder Meeting to approve the Extension Amendment Proposal, the Company and its Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) on substantially the same terms with several unaffiliated third parties who are also Mars’ existing shareholders (the “Investors”), pursuant to which such Investors agreed not to redeem an aggregate of 1,813,380 ordinary shares of the Company in connection with the Extension Amendment Proposal. In exchange for the foregoing commitments not to redeem such ordinary shares of the Company, Mars and the Sponsor will agree to cause ScanTech AI Systems Inc., the surviving entity of the initial business combination (“Pubco”), to issue to Investors an aggregate of 362,676 common stock of Pubco following the consummation of the initial business combination.

 

The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed as Exhibit 10.1 on the Current Report on Form 8-K, dated January 24, 2024.

 

 

 

 

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: February 5, 2024 Mars Acquisition Corp.
   
  By: /s/ Karl Brenza
  Name: Karl Brenza
  Title: Chief Executive Officer

 

 

 

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Jan. 30, 2024
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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
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