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 |
