Mars Acquisition 10-K 28 Dec 23 2023 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Sep. 30, 2023	Dec. 26, 2023	Mar. 31, 2023
Document Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-41619
Entity Registrant Name	Mars Acquisition Corp.
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	Americas Tower,
Entity Address, Address Line Two	1177 Avenue of The Americas, 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	622-1218
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		9,292,000
Entity Central Index Key	0001892922
Current Fiscal Year End Date	--09-30
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Firm ID	317
Auditor Location	424 Main Street, Suite 800, Buffalo, NY 14202
Auditor Name	Freed Maxick CPAs, P.C.
Entity Voluntary Filers	No
Entity Public Float			$ 70,035,000
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 upon consummation of business combination
Document Information
Title of 12(b) Security	Units
Trading Symbol	MARXU
Security Exchange Name	NASDAQ
Ordinary Shares, $0.000125 par value
Document Information
Title of 12(b) Security	Ordinary shares, $0.000125 par value
Trading Symbol	MARX
Security Exchange Name	NASDAQ
Rights to receive two-tenths (2/10) of one ordinary share upon consummation of the Business Combination
Document Information
Title of 12(b) Security	Rights to receive two-tenths (2/10) of one ordinary share upon consummation of the Business Combination
Trading Symbol	MARXR
Security Exchange Name	NASDAQ

BALANCE SHEETS

BALANCE SHEETS - USD ($)		Sep. 30, 2023	Sep. 30, 2022
Current Assets
Cash		$ 178,793	$ 0
Prepaid expenses		149,164
Investments held in Trust Account		72,587,820	0
Deferred offering costs associated with initial public offering			205,260
Total Assets		72,915,777	205,260
Current Liabilities
Accrued expenses		16,363	2,224
Note payable - related party			$ 228,246
Notes Payable, Current, Related Party, Type [Extensible Enumeration]			Related Party [Member]
Total Liabilities		16,363	$ 230,470
COMMITMENTS AND CONTINGENCIES
Ordinary shares subject to possible redemption, 6,900,000 shares at redemption value of $10.52 per share		72,587,820
SHAREHOLDERS' EQUITY (DEFICIT)
Ordinary shares, $0.000125 par value; 800,000,000 shares authorized; 2,392,000 and 1,725,000 shares issued and outstanding, respectively	[1]	299	216
Additional paid-in capital			24,784
Retained earnings (accumulated deficit)		311,295	(50,210)
Total Shareholders' Equity (Deficit)		311,594	(25,210)
Total Liabilities and Shareholders' Equity (Deficit)		$ 72,915,777	$ 205,260
[1] Excludes 6,900,000 shares subject to possible redemption as of September 30, 2023.

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Sep. 30, 2022
Ordinary shares, par value (in dollars per share)	$ 0.000125	$ 0.000125
Ordinary shares, authorized (in shares)	800,000,000	800,000,000
Ordinary shares, issued (in shares)	2,392,000	1,725,000
Ordinary shares, outstanding (in shares)	2,392,000	1,725,000
Common class subject to redemption
Ordinary shares subject to possible redemption, outstanding (in shares)	6,900,000
Ordinary shares subject to possible redemption price (in dollar per share)	$ 10.52

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating Expenses
General and administrative costs	$ 521,582	$ 2,718
Net loss from operations	(521,582)	(2,718)
Other Income
Investment income on Trust Account	2,207,820
Total other income	2,207,820
Net income (loss)	$ 1,686,238	$ (2,718)
Redeemable Ordinary Shares
Other Income
Weighted average shares outstanding, basic (in shares)	4,272,329
Weighted average shares outstanding, diluted (in shares)	4,272,329
Basic net income (loss) per share	$ 0.27	$ 0
Diluted net income (loss) per share	$ 0.27	$ 0
Non-redeemable Ordinary Shares
Other Income
Weighted average shares outstanding, basic (in shares)	2,059,414	1,472,603
Weighted average shares outstanding, diluted (in shares)	2,059,414	1,472,603
Basic net income (loss) per share	$ 0.27	$ 0
Diluted net income (loss) per share	$ 0.27	$ 0

STATEMENTS OF CHANGES IN SHAREH

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)	ORDINARY SHARES	ADDITIONAL PAID-IN CAPITAL	RETAINED EARNINGS (ACCUMULATED DEFICIT)	Total
Balance at the beginning at Sep. 30, 2021	$ 125		$ (47,492)	$ (47,367)
Balance at the beginning (in shares) at Sep. 30, 2021	1,000,000
Increase (Decrease) in Stockholders' Equity
Issuance of Founder shares	$ 91	$ 24,784		24,875
Issuance of Founder shares (in shares)	725,000
Net income (loss)			(2,718)	(2,718)
Balance at the end at Sep. 30, 2022	$ 216	24,784	(50,210)	(25,210)
Balance at the end (in shares) at Sep. 30, 2022	1,725,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)			1,686,238	1,686,238
Issuance of Private Placement shares	$ 49	3,909,951		3,910,000
Issuance of Private Placement shares (in shares)	391,000
Fair value of rights		876,833		876,833
Offering costs		(430,921)		(430,921)
Issuance of representative shares	$ 34	2,724,893		2,724,927
Issuance of representative shares (in shares)	276,000
Remeasurement of Ordinary Shares subject to redemption		$ (7,105,540)	(1,324,733)	(8,430,273)
Balance at the end at Sep. 30, 2023	$ 299		$ 311,295	$ 311,594
Balance at the end (in shares) at Sep. 30, 2023	2,392,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities
Net income (loss)	$ 1,686,238	$ (2,718)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative costs paid by related party		2,718
Investment income received in Trust Account	(2,207,820)
Change in operating assets and liabilities
Accrued liabilities	14,139
Prepaid Expenses	(149,164)
Net cash used in operating activities	(656,607)
Cash flows from investing activities
Cash deposited in Trust Account	(70,380,000)
Net cash used in investing activities	(70,380,000)
Cash flows from financing activities
Proceeds from note payable with related party	41,213	143,161
Payment of deferred offering costs by related party		(168,036)
Extinguishment of note payable with related party	(269,459)
Payment of underwriting fee and other offering costs	(1,466,354)
Proceeds from sale of Units in IPO, including over-allotment	69,000,000
Proceeds from issuance of Founder shares	3,910,000	24,875
Net cash provided by financing activities	71,215,400
Net increase in cash	178,793	0
Cash- beginning of the year	0	0
Cash- end of the year	178,793	0
Supplemental disclosure of noncash activities
Deferred offering costs included in accrued expenses		$ 2,224
Reclassification of offering costs related to public shares	(243,964)
Remeasurement adjustment on public shares subject to possible redemption	$ (8,430,273)

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
	Sep. 30, 2023
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Mars Acquisition Corp. (“Mars”) is a Cayman Islands exempted company incorporated as a blank check company on April 23, 2021. Mars was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). Although Mars is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, Mars intends to focus on opportunities in cryptocurrency and blockchain, automobiles, healthcare, financial technology, cyber security, cleantech, software, Internet and artificial intelligence, specialty manufacturing and any other related technology innovations market. On September 5, 2023, a Business Combination Agreement was entered into by Mars and ScanTech Identification Beam Systems, LLC (“ScanTech”), among others (see Note 6). At September 30, 2023, Mars had not yet commenced operations. All activity through September 30, 2023 relates to Mars’ formation and initial public offering (the “Initial Public Offering” or “IPO”), which is described below. Mars will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. Mars will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. Mars has selected September 30 as its fiscal year end date. The registration statement for Mars’ Initial Public Offering was declared effective on February 9, 2023. On February 16, 2023, Mars consummated its Initial Public Offering of 6,900,000 Units (“Units” and, with respect to the Ordinary Shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, including 900,000 Units that were issued pursuant to the underwriters’ full exercise of their over-allotment option, generating gross proceeds of $69,000,000. Simultaneously with the closing of the Initial Public Offering, Mars consummated the Private Placement (“Private Placement”) of 391,000 Units at a price of $10.00 per Unit to Mars’ sponsor, Mars Capital Holding Corporation, a British Virgin Islands company (“Sponsor”), generating gross proceeds of $3,910,000 (see Note 4). Offering costs amounted to $4,398,891 consisting of $1,430,000 of cash underwriting fees, non-cash underwriting fees of $2,724,927 represented by the fair value of 276,000 representative shares issued to the underwriter (see Note 6), and $243,964 of other offering costs. Upon the closing of the Initial Public Offering and Private Placement, $70,380,000 of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a Trust Account (the “Trust Account”) and may be invested by the trustee only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act, and will not be released from the Trust Account until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account. Mars’ management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Mars’ initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on interest earned in the Trust Account) at the time Mars signs a definitive agreement in connection with the initial Business Combination. However, Mars will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act. Mars will provide holders of its Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether Mars will seek shareholder approval of a Business Combination or conduct a tender offer will be made by Mars, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially approximately $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to Mars to pay its tax obligations). If a shareholder vote is not required and Mars does not decide to hold a shareholder vote for business or other legal reasons, Mars will, pursuant to its amended and restated memorandum and articles of association: (1) conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and (2) file tender offer documents with the SEC prior to completing our initial Business Combination which contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Such provisions may be amended if a special resolution passed by holders of at least two-thirds of our issued and outstanding Ordinary Shares who, being entitled to do so, attend and vote at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given or by way of unanimous written resolution of all of our shareholders. Whether or not Mars maintains its registration under the Exchange Act or our listing on Nasdaq, Mars will provide its Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed above. Upon the public announcement of our initial Business Combination, if Mars elects to conduct redemptions pursuant to the tender offer rules, Mars or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Ordinary Shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event Mars conducts redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and Mars will not be permitted to complete its initial Business Combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on Public Shareholders not tendering more than a specified number of Public Shares, which number will be based on the requirement that we will only redeem our Public Shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial Business Combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial Business Combination. If the Public Shareholders tender more shares than Mars has offered to purchase, Mars will withdraw the tender offer and not complete the initial Business Combination. If, however, shareholder approval of the transaction is required by law or stock exchange listing requirements, or Mars decides to obtain shareholder approval for business or other legal reasons, Mars will conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. Notwithstanding the foregoing, if Mars seeks shareholder approval of the Business Combination and Mars does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Mars’ prior written consent. Mars will have only 12 months from the closing of this offering (or 18 months from the closing of this offering, if Mars extends the period of time to consummate a Business Combination) to complete its initial Business Combination. If Mars is unable to complete its initial Business Combination within such 12-month period (or 18-month period), Mars will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten Mars’ Sponsor, officers and directors have entered into a letter agreement with Mars, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of our initial Business Combination. In addition, Mars’ initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if Mars fails to complete its initial Business Combination within the prescribed time frame. However, if Mars’ Sponsor or any of its officers, directors or affiliates acquires Public Shares in or after this offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if Mars fails to complete its initial Business Combination within the prescribed time frame. Liquidity and management’s plan In connection with Mars’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which Mars has available following the completion of the Initial Public Offering and Private Placement may not be enough to sustain operations for a period of one year from the issuance date of these financial statements. If Mars is unable to complete the Extension or the Business Combination due to a lack of sufficient funds, Mars may be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, Mars may need to obtain additional financing in order to meet our obligations. There is no assurance that Mars’ plans to consummate a business combination will be successful within the Combination Period as described above. As a result, there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statement are issued or are available to be issued. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Operating results for the period from October 1, 2022 through September 30, 2023 are not necessarily indicative of the results that may be expected for the period ending September 30, 2023, or any future period. Cash and cash equivalents Mars considers all short-term investments with an initial maturity of three months or less when purchased to be cash equivalents. As of September 30, 2023 and September 30, 2022, there were $178,793 and $0 of cash and cash equivalents, respectively. Investments in Trust Account The funds held in the Trust Account can be invested in United States government treasury bills, notes or bonds having a maturity of 185 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, until the earlier of the consummation of its first business combination and Mars’ failure to consummate a business combination within 12 months (or 18 months as applicable) from the consummation of the IPO. Mars’ investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in investment income on Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information (see Note 8). As of September 30, 2023 and September 30, 2022, Mars had $72,587,820 and $0 held in the Trust Account, respectively. Emerging growth company Mars is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Mars has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, Mars, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Mars’ financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Ordinary shares subject to possible redemption The Company accounts for its Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Conditionally redeemable Ordinary Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2023, Ordinary Shares subject to possible redemption are presented at redemption value of $10.52 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Ordinary Shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Ordinary Shares are affected by charges against additional paid in capital or retained earnings (accumulated deficit) if additional paid in capital equals to zero. Offering costs associated with the Initial Public Offering Mars complies with the requirements of the Financial Accounting Standard Board (the “FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offerings.” Offering costs, consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering, were charged to shareholders’ equity upon the completion of the Initial Public Offering. Mars allocates offering costs between Public Shares, public warrants and public rights based on the estimated fair values of them at the date of issuance. Deferred offering costs Deferred offering costs consist of costs incurred in connection with preparation for the Initial Public Offering. These costs, together with the underwriting discounts and commissions, were be charged to additional paid in capital upon completion of the Initial Public Offering. As of September 30, 2022, Mars had deferred offering costs of $205,260. Upon consummation of the IPO on February 16, 2023, total offering costs related to the IPO were $4,398,891, and were allocated between the Public Shares and public rights based on their relative fair values at the date of issuance. Accordingly, $2,724,927 was allocated to the Public Shares and charged to temporary equity (see Note 3). Income taxes Mars complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Mars’ management determined that the Cayman Islands is the Mars’ only major tax jurisdiction. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on Mars. Consequently, income taxes are not reflected in the Mars’ financial statement. Mars’ management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net income (loss) per share Mars complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net loss by the weighted average number of Ordinary Shares outstanding during the period. Mars applies the two-class method in calculating income (loss) per ordinary share. At September 30, 2023 and September 30, 2022, Mars did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of Ordinary Shares and then shares in the earnings of Mars. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended September 30, ​ ​ 2023 ​ 2023 ​ 2022 ​ Ordinary Ordinary Ordinary ​ ​ Shares ​ Shares Not ​ Shares Not ​ ​ Subject to ​ Subject to ​ Subject to ​ ​ Redemption ​ Redemption ​ Redemption Basic and diluted net income (loss) per share ​ ​ ​ Numerator: ​ ​ ​ Allocation of net income (loss) ​ $ 1,137,785 ​ $ 548,453 ​ $ (2,718) Denominator ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 4,272,329 ​ 2,059,414 ​ 1,472,603 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per share ​ $ 0.27 ​ $ 0.27 ​ $ (0.00) ​ Fair value of financial instruments See Note 8 for discussion of short-term marketable securities. The fair value of Mars’ assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Recent accounting pronouncements Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Mars’ financial statement. Concentration of credit risk Financial instruments that potentially subject Mars to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the federal depository insurance coverage of $250,000. Mars has not experienced losses on these accounts and management believes Mars is not exposed to significant risks on such accounts.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
	Sep. 30, 2023
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING On February 16, 2023, Mars consummated its Initial Public Offering of 6,900,000 Units, including 900,000 Units that were issued pursuant to the underwriters’ full exercise of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to Mars of $69,000,000. Each Unit consists of one ordinary share and one right to receive two ​ All of the 6,900,000 public shares sold as part of the public Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to Mars’ amended and restated certificate of incorporation, or in connection with Mars’ liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of Mars require Ordinary Shares subject to redemption to be classified outside of permanent equity. As of September 30, 2023, the Ordinary Shares subject to possible redemption reflected on the balance sheet are reconciled in the following table. ​ ​ ​ ​ ​ Gross proceeds $ 69,000,000 Proceeds allocated to public rights ​ (876,833) Offering costs allocated to Ordinary Shares subject to possible redemption ​ (3,965,620) Remeasurement of Ordinary Shares subject to possible redemption ​ 8,430,273 Ordinary shares subject to possible redemption ​ $ 72,587,820 ​

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
	Sep. 30, 2023
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4 — PRIVATE PLACEMENT On February 16, 2023, Mars sold 391,000 Private Placement Units, including 36,000 Private Placement Units that were issued pursuant to the underwriters’ full exercise of the over-allotment option, at $10.00 per Unit, generating gross proceeds of $3,910,000 in the Private Placement. The proceeds from the Private Placement were added to the proceeds from the Initial Public Offering held in the Trust Account. Mars will have until 12 months (or 18 months as applicable) from the closing of this Initial Public Offering to consummate a Business Combination (the “Combination Period”). If Mars does not complete a Business Combination within the Combination Period, the Rights contained within the Private Placement Units will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Sep. 30, 2023
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS Founder shares During the period ended September 30, 2021, Mars issued 1,000,000 shares to the Sponsor at par value (“Founder Shares”). On October 20, 2021, Mars issued an additional 138,500 Founder Shares to the Sponsor to bring the aggregate owned by the Sponsor up to 1,138,500 Founder Shares. On the same day, Mars issued 586,500 Founder Shares to officers and directors of Mars. As of September 30, 2023, and September 30, 2022, there were 1,725,000 Founder Shares outstanding. Mars’ initial shareholders have agreed not to transfer, assign, or sell any of their Founder Shares until the earlier to occur of: (i) six months after the date of the consummation of our initial Business Combination; or (ii) the date on which Mars consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of our shareholders having the right to exchange their shares for cash, securities, or other property. Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of our Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalization, and the like) for any 20 trading days within any 30-trading day period commencing 60 days after our initial Business Combination, the Founder Shares will no longer be subject to such transfer restrictions. Note payable Mars’ Sponsor had agreed to loan Mars up to $300,000 to be used for the payment of costs related to the Initial Public Offering (the “Note”). The Note was non-interest bearing, unsecured, and was due on the closing of the Initial Public Offering. As of September 30, 2022, the outstanding balance of note payable to the affiliate Working capital loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of Mars’ directors and officers may, but are not obligated to, loan Mars funds as may be required (“Working Capital Loans”). If Mars completes a Business Combination, Mars would repay the Working Capital Loans out of the proceeds of the Trust Account released to Mars. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, Mars may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Units of the post-Business Combination entity at a price of $10.00 per Unit. The Units would be identical to the Private Placement Units. Administrative service fee Mars initially had an informal agreement (the “Administrative Services Agreement”) to pay affiliates of the Sponsor for office space, utilities, secretarial, and administrative support of $15,000 per month which was paid through May 2023 for a total of $60,000 during the year ended September 30, 2023. Subsequent to May 2023, we have not paid any amounts under this informal agreement and the affiliates have chosen not to seek compensation for such support.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Sep. 30, 2023
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration rights The holders of the Founder Shares and Private Placement Units are entitled to registration rights pursuant to a registration rights agreement signed February 16, 2023. The holders of these securities are entitled to make up to three demands, excluding short form demands, that Mars register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Mars will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting agreement Mars had engaged Maxim Group LLC (“Maxim”) as its underwriter. Mars granted the underwriters a 45-day option until March 26, 2023 to purchase up to 900,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On February 16, 2023, the underwriters fully exercised this option in respect of 900,000 Units. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $1,380,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. Representative shares Mars has issued to Maxim and/or its designees, 276,000 shares of Ordinary Shares upon the consummation of the Initial Public Offering (the “Representative Shares”). Mars accounted for the Representative Shares as an offering cost associated with the Initial Public Offering, with a corresponding credit to shareholders’ equity. Mars estimated the fair value of the Representative Shares to be $2,724,927. Maxim has agreed not to transfer, assign, or sell any such shares until the completion of the Business Combination. In addition, Maxim has agreed: (i) to waive its redemption rights with respect to such shares in connection with the completion of the Business Combination; and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if Mars fails to complete its Business Combination within 12 months (or 18 months, as applicable) from the closing of the Initial Public Offering. The shares have been deemed compensation by FINRA and were therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities were not to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the economic disposition of the securities by any person prior to August 8, 2023, nor were they sold, transferred, assigned, pledged, or hypothecated prior to August 8, 2023 except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Subject to certain conditions, Mars granted Maxim, for a period beginning on February 16, 2023 and ending 12 months after the date of the consummation of the Business Combination, a right of first refusal to act as book-running managing underwriter or placement agent for any and all future public and private equity, equity-linked, convertible and debt offerings for Mars or any of its successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from February 9, 2023. ​ Business Combination Agreement On September 5, 2023, Mars entered into a Business Combination Agreement (the “Business Combination Agreement”) with ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), Mars Merger Sub I Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Mars (“Purchaser Merger Sub”), Mars Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Company Merger Sub”), ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (“ScanTech”), and Dolan Falconer in the capacity as the representative (the “Seller Representative”). The aggregate consideration to be paid to ScanTech shall be a number of shares of Pubco Common Stock with an aggregate value equal to one hundred ten million U.S. Dollars ($110,000,000) minus the closing net debt as set forth in the Business Combination Agreement. Additionally, after the Closing, subject to the terms and conditions set forth in the Business Combination Agreement, the ScanTech Holder Participants will have the contingent right to receive up to a number of shares of Pubco Common Stock equal to ten percent (10%) of the fully diluted shares of Pubco Common Stock outstanding immediately following the Closing (subject to adjustment based on stock splits and similar events) based on Pubco’s achievement of certain milestones, including commercial milestones and revenue and EBITDA milestones, as more particularly set forth in the Business Combination Agreement. The Closing is subject to certain customary conditions. For a more detailed description of the Business Combination Agreement and the transactions contemplated therein, see Mars’ Current Report on Form 8-K filed with the SEC on September 8, 2023 (the “Form 8-K”).

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	12 Months Ended
	Sep. 30, 2023
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY	NOTE 7 — SHAREHOLDERS’ EQUITY Ordinary Shares Rights 2/10 2/10 Pursuant to the Rights agreement, a Rights holder may exchange Rights only for a whole number of shares of Ordinary Shares. This means that Mars will not issue fractional shares in connection with an exchange of Rights, and Rights may be exchanged only in multiples of 5 Rights (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalization and the like). Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands Law. If Mars is unable to complete a Business Combination within the Combination Period and Mars liquidates the funds held in the Trust Account, holders of Rights will not receive any such funds with respect to their Rights, nor will they receive any distribution from Mars’ assets held outside of the Trust Account with respect to such Rights, and the Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to holders of the Rights upon consummation of a Business Combination. Additionally, in no event will Mars be required to net cash settle the Rights. Accordingly, the Rights may expire worthless.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Sep. 30, 2023
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 8 — FAIR VALUE MEASUREMENTS The following table presents information about the Mars’ assets that are measured at fair value on a recurring basis at September 30, 2023 and indicates the fair value hierarchy of the valuation inputs Mars utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Description Level September 30, 2023 September 30, 2022 Assets: ​ ​ ​ ​ Marketable securities held in Trust Account 1 ​ $ 72,587,820 ​ $ — ​ Except for the foregoing, Mars does not have any assets measured at fair value on a recurring basis at September 30, 2023 and September 30, 2022, respectively.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Sep. 30, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 9 — SUBSEQUENT EVENTS Mars evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date that the financial statements were issued. Mars did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation	Basis of presentation The accompanying unaudited financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Operating results for the period from October 1, 2022 through September 30, 2023 are not necessarily indicative of the results that may be expected for the period ending September 30, 2023, or any future period.
Cash and cash equivalents	Cash and cash equivalents Mars considers all short-term investments with an initial maturity of three months or less when purchased to be cash equivalents. As of September 30, 2023 and September 30, 2022, there were $178,793 and $0 of cash and cash equivalents, respectively.
Investments in Trust Account	Investments in Trust Account The funds held in the Trust Account can be invested in United States government treasury bills, notes or bonds having a maturity of 185 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, until the earlier of the consummation of its first business combination and Mars’ failure to consummate a business combination within 12 months (or 18 months as applicable) from the consummation of the IPO. Mars’ investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in investment income on Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information (see Note 8). As of September 30, 2023 and September 30, 2022, Mars had $72,587,820 and $0 held in the Trust Account, respectively.
Emerging growth company	Emerging growth company Mars is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Mars has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, Mars, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Mars’ financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.
Use of estimates	Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Ordinary shares subject to possible redemption	Ordinary shares subject to possible redemption The Company accounts for its Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Conditionally redeemable Ordinary Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2023, Ordinary Shares subject to possible redemption are presented at redemption value of $10.52 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Ordinary Shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Ordinary Shares are affected by charges against additional paid in capital or retained earnings (accumulated deficit) if additional paid in capital equals to zero.
Offering costs associated with the Initial Public Offering	Offering costs associated with the Initial Public Offering Mars complies with the requirements of the Financial Accounting Standard Board (the “FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offerings.” Offering costs, consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering, were charged to shareholders’ equity upon the completion of the Initial Public Offering. Mars allocates offering costs between Public Shares, public warrants and public rights based on the estimated fair values of them at the date of issuance.
Deferred offering costs	Deferred offering costs Deferred offering costs consist of costs incurred in connection with preparation for the Initial Public Offering. These costs, together with the underwriting discounts and commissions, were be charged to additional paid in capital upon completion of the Initial Public Offering. As of September 30, 2022, Mars had deferred offering costs of $205,260. Upon consummation of the IPO on February 16, 2023, total offering costs related to the IPO were $4,398,891, and were allocated between the Public Shares and public rights based on their relative fair values at the date of issuance. Accordingly, $2,724,927 was allocated to the Public Shares and charged to temporary equity (see Note 3).
Income taxes	Income taxes Mars complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Mars’ management determined that the Cayman Islands is the Mars’ only major tax jurisdiction. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on Mars. Consequently, income taxes are not reflected in the Mars’ financial statement. Mars’ management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net income (loss) per share	Net income (loss) per share Mars complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net loss by the weighted average number of Ordinary Shares outstanding during the period. Mars applies the two-class method in calculating income (loss) per ordinary share. At September 30, 2023 and September 30, 2022, Mars did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of Ordinary Shares and then shares in the earnings of Mars. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended September 30, ​ ​ 2023 ​ 2023 ​ 2022 ​ Ordinary Ordinary Ordinary ​ ​ Shares ​ Shares Not ​ Shares Not ​ ​ Subject to ​ Subject to ​ Subject to ​ ​ Redemption ​ Redemption ​ Redemption Basic and diluted net income (loss) per share ​ ​ ​ Numerator: ​ ​ ​ Allocation of net income (loss) ​ $ 1,137,785 ​ $ 548,453 ​ $ (2,718) Denominator ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 4,272,329 ​ 2,059,414 ​ 1,472,603 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per share ​ $ 0.27 ​ $ 0.27 ​ $ (0.00)
Fair value of financial instruments	Fair value of financial instruments See Note 8 for discussion of short-term marketable securities. The fair value of Mars’ assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Recent accounting pronouncements	Recent accounting pronouncements Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Mars’ financial statement.
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject Mars to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the federal depository insurance coverage of $250,000. Mars has not experienced losses on these accounts and management believes Mars is not exposed to significant risks on such accounts.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of calculation of basic and diluted net income (loss) per ordinary share	The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended September 30, ​ ​ 2023 ​ 2023 ​ 2022 ​ Ordinary Ordinary Ordinary ​ ​ Shares ​ Shares Not ​ Shares Not ​ ​ Subject to ​ Subject to ​ Subject to ​ ​ Redemption ​ Redemption ​ Redemption Basic and diluted net income (loss) per share ​ ​ ​ Numerator: ​ ​ ​ Allocation of net income (loss) ​ $ 1,137,785 ​ $ 548,453 ​ $ (2,718) Denominator ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 4,272,329 ​ 2,059,414 ​ 1,472,603 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per share ​ $ 0.27 ​ $ 0.27 ​ $ (0.00)

INITIAL PUBLIC OFFERING (Tables

INITIAL PUBLIC OFFERING (Tables)	12 Months Ended
	Sep. 30, 2023
INITIAL PUBLIC OFFERING
Schedule of reconciliation ordinary shares, subject to possible redemption, reflected on balance sheet	​ ​ ​ ​ ​ Gross proceeds $ 69,000,000 Proceeds allocated to public rights ​ (876,833) Offering costs allocated to Ordinary Shares subject to possible redemption ​ (3,965,620) Remeasurement of Ordinary Shares subject to possible redemption ​ 8,430,273 Ordinary shares subject to possible redemption ​ $ 72,587,820 ​

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Sep. 30, 2023
FAIR VALUE MEASUREMENTS
Schedule of assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Description Level September 30, 2023 September 30, 2022 Assets: ​ ​ ​ ​ Marketable securities held in Trust Account 1 ​ $ 72,587,820 ​ $ —

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			12 Months Ended
	Feb. 16, 2023 USD ($) $ / shares shares	Apr. 23, 2021 item	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2022 USD ($)
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Condition for future business combination, minimum number of businesses | item		1
Proceeds from private placement			$ 3,910,000	$ 24,875
Percentage of aggregate fair market value of assets	80%
Ownership interest to be acquired on post-transaction company	50%
Share price (in dollar per shares) | $ / shares			$ 10.20
Minimum net tangible assets upon consummation of business combination			$ 5,000,001
Duration of combination period			12 months
Extension period to complete business combination			18 months
Threshold business days for redemption of public shares			10 days
Interest to pay dissolution expenses			$ 50,000
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued | shares	6,900,000
Price of unit | $ / shares	$ 10
Proceeds from initial public offering	$ 69,000,000
Offering cost	4,398,891
Cash underwriting fees	1,430,000
Non cash underwriting fees	$ 2,724,927
Fair value of representative shares | shares	276,000
Other offering costs	$ 243,964
Investments maximum maturity term			185 days
Maximum percentage of shares that can be redeemed without prior consent of the Company			15%
Private Placement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Proceeds from private placement	$ 3,910,000
Initial Public Offering and Private Placement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Net proceeds			$ 70,380,000
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued | shares	900,000
Sponsor | Private Placement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued | shares	391,000
Price of unit | $ / shares	$ 10
Proceeds from private placement	$ 3,910,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Feb. 16, 2023	Sep. 30, 2023	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents		$ 178,793	$ 0
Investments held in Trust Account		$ 72,587,820	0
Deferred offering costs			$ 205,260
Common class subject to redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Ordinary shares subject to possible redemption price (in dollar per share)		$ 10.52
Initial Public Offering
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Offering cost	$ 4,398,891
Offering cost included in stockholders equity	$ 2,724,927

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) Per Share (Details) - USD ($)	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Ordinary Shares Subject to Redemption
Numerator:
Allocation of net income (loss)	$ 1,137,785
Denominator
Basic weighted average shares outstanding	4,272,329
Diluted weighted average shares outstanding	4,272,329
Basic net income per share	$ 0.27
Diluted net income per share	$ 0.27
Ordinary Shares Not Subject to Redemption
Numerator:
Allocation of net income (loss)	$ 548,453	$ (2,718)
Denominator
Basic weighted average shares outstanding	2,059,414	1,472,603
Diluted weighted average shares outstanding	2,059,414	1,472,603
Basic net income per share	$ 0.27	$ 0
Diluted net income per share	$ 0.27	$ 0

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details)	Feb. 16, 2023 USD ($) $ / shares shares
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units issued	6,900,000
Purchase price, per unit | $ / shares	$ 10
Proceeds from initial public offering | $	$ 69,000,000
Number of shares in a unit	1
Number of rights in a unit	1
Number of shares	0.20
Number of units sold	6,900,000
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units issued	900,000

INITIAL PUBLIC OFFERING - Recon

INITIAL PUBLIC OFFERING - Reconciliation of ordinary share (Details)	12 Months Ended
	Sep. 30, 2023 USD ($)
INITIAL PUBLIC OFFERING
Remeasurement of Ordinary Shares subject to possible redemption	$ (8,430,273)
Common class subject to redemption
INITIAL PUBLIC OFFERING
Gross proceeds	69,000,000
Proceeds allocated to public rights	(876,833)
Offering costs allocated to ordinary shares subject to possible redemption	(3,965,620)
Remeasurement of Ordinary Shares subject to possible redemption	8,430,273
Ordinary shares subject to possible redemption	$ 72,587,820

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)		12 Months Ended
	Feb. 16, 2023	Sep. 30, 2023	Sep. 30, 2022
PRIVATE PLACEMENT
Proceeds from private placement		$ 3,910,000	$ 24,875
Private placement
PRIVATE PLACEMENT
Sale of private placement warrants	391,000
Proceeds from private placement	$ 3,910,000
Private placement, over-allotment option
PRIVATE PLACEMENT
Number of sale units	36,000
Purchase price, per unit	$ 10

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder shares (Details) - $ / shares		12 Months Ended
	Oct. 20, 2021	Sep. 30, 2023	Sep. 30, 2021	Sep. 30, 2022
RELATED PARTY TRANSACTIONS
Ordinary shares, outstanding		2,392,000		1,725,000
Founder Shares
RELATED PARTY TRANSACTIONS
Number of shares issued	586,500
Sponsor
RELATED PARTY TRANSACTIONS
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)		$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		60 days
Sponsor | Founder Shares
RELATED PARTY TRANSACTIONS
Number of shares issued	138,500		1,000,000
Ordinary shares, outstanding	1,138,500	1,725,000		1,725,000

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)	12 Months Ended
	Sep. 30, 2023	May 31, 2023	Sep. 30, 2022
RELATED PARTY TRANSACTIONS
Notes Payable, Related Party, Type [Extensible Enumeration]			srt:AffiliatedEntityMember
Accrued expense			$ 0
Related Party
RELATED PARTY TRANSACTIONS
Outstanding balance of notes payable			$ 228,246
Sponsor
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note	$ 300,000
Working Capital Loans
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note	$ 1,500,000
Price of unit	$ 10
Administrative Service Fee | Related Party
RELATED PARTY TRANSACTIONS
Monthly fee paid		$ 15,000
Formation and operating costs	$ 60,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)		12 Months Ended
	Feb. 16, 2023	Sep. 30, 2023	Sep. 05, 2023
ScanTech AI Systems Inc.
COMMITMENTS AND CONTINGENCIES
Aggregate consideration to be paid			$ 110,000,000
Business combination dilute share		10%
Over-allotment option
COMMITMENTS AND CONTINGENCIES
Number of units issued	900,000
Initial Public Offering
COMMITMENTS AND CONTINGENCIES
Number of units issued	6,900,000
Maxim Partners LLC and/or its designees
COMMITMENTS AND CONTINGENCIES
Number of shares agreed to purchase, including over-allotment	900,000
Cash underwriting discount per unit		0.20%
Payment of underwriter discount		$ 1,380,000
Fair value of transferred units		$ 2,724,927
Maxim Partners LLC and/or its designees | Over-allotment option
COMMITMENTS AND CONTINGENCIES
Granted underwriting option period		45 days
Number of units issued		900,000
Maxim Partners LLC and/or its designees | Initial Public Offering
COMMITMENTS AND CONTINGENCIES
Shares issued underwriters		276,000

SHAREHOLDERS' EQUITY - Ordinary

SHAREHOLDERS' EQUITY - Ordinary shares (Details)	12 Months Ended
	Sep. 30, 2023 Vote $ / shares shares	Sep. 30, 2022 $ / shares shares
SHAREHOLDERS' EQUITY
Ordinary shares, authorized	800,000,000	800,000,000
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.000125	$ 0.000125
Ordinary shares, votes per share | Vote	1
Ordinary shares, outstanding	2,392,000	1,725,000

SHAREHOLDERS' EQUITY - Rights (

SHAREHOLDERS' EQUITY - Rights (Details)	Sep. 30, 2023 shares
Rights
Class of Stock [Line Items]
Number of shares	0.20

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
FAIR VALUE MEASUREMENTS
Marketable securities held in Trust Account	$ 72,587,820	$ 0
Fair Value Inputs Level 1
FAIR VALUE MEASUREMENTS
Marketable securities held in Trust Account	$ 72,587,820