As filed with the Securities and Exchange Commission on February 3, 2023
Registration No. 333-265240
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3 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 | 6770 | n/a | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Americas Tower, 1177 Avenue of The Americas, Suite 5100, New York, NY (10036)
Tel: +1-888-622-1218
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Karl Brenza
Chief Executive Officer
Americas Tower, 1177 Avenue of The Americas, Suite 5100, New York, NY (10036)
Tel: +1-888-622-1218
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Fang Liu, Esq. Bin Hu Karg, Esq. | Alexander McClean, Esq. Christopher Murillo, Esq. Rochester, NY 14604 Facsimile: (585) 232-2152 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ | Accelerated filer ¨ | |
Non-accelerated filer x | Smaller reporting company x | |
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 7(a)(2)(B) of the Securities Act. x
EXPLANATORY NOTE
This Amendment No. 3 to Form S-1 (Amendment No. 3) is being filed solely for the purpose of filing Exhibit 1.1 to this registration statement on Form S-1, or the Registration Statement, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note as well as revised versions of the cover page and exhibit index of the Registration Statement. This Amendment No. 3 does not contain copies of the public offering prospectus or resale prospectus included in the Registration Statement which remains unchanged from the Registration Statement, filed on January 27, 2023. This Amendment No. 3 consists only of the facing page, this explanatory note, the signature pages to the Registration Statement, the exhibit index and the filed exhibits.
Item 16. Exhibits and Financial Statement Schedules.
(a) The following exhibits are filed as part of this Registration Statement:
* Filed herewith.
** Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, on the 3rd day of February, 2023.
MARS ACQUISITION CORP. | ||
By: | /s/ Karl Brenza | |
Name: | Karl Brenza | |
Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Name | Position | Date | ||
/s/ Karl Brenza | Chief Executive Officer (Principal executive officer) and Director | February 3, 2023 | ||
Karl Brenza | ||||
/s/ Karl Brenza | Chief Financial Officer (Principal financial and accounting officer) | February 3, 2023 | ||
Karl Brenza | ||||
/s/ Xiaochen (Iris) Zhao | Chief Operating Officer | February 3, 2023 | ||
Xiaochen (Iris) Zhao | ||||
/s/ Shanchun Huang | Chairman | February 3, 2023 | ||
Shanchun Huang |
/s/ Xin (Adam) He | Independent Director | February 3, 2023 | ||
Xin (Adam) He | ||||
/s/ Yenyou (Jeff) Zheng | Independent Director | February 3, 2023 | ||
Yenyou (Jeff) Zheng | ||||
/s/ James Jenkins | Independent Director | February 3, 2023 | ||
James Jenkins | ||||
/s/ Yang (Sean) Liu | Independent Director | February 3, 2023 | ||
Yang (Sean) Liu |