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.
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. |
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 |
Mars Acquisition (NASDAQ:MARXU)
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Mars Acquisition (NASDAQ:MARXU)
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