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                             March 14, 2022

       Karl Brenza
       Chief Executive Officer
       Mars Acquisition Corp.
       Americas Tower
       1177 Avenue of The Americas
       Suite 5100
       New York, NY 10036

                                                        Re: Mars Acquisition
Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted February
3, 2022
                                                            CIK No. 00001892922

       Dear Mr. Brenza:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amended Draft Registration Statement

       Cover Page

   1.                                                   We note your statement
that your articles of association to be adopted will provide that
                                                        you shall not undertake
your initial business combination with any entity that uses or may
                                                        use a variable interest
entity (   VIE   ) structure to conduct China-based operations. Please
                                                        revise to include this
representation in the prospectus itself.
   2.                                                   Please revise the cover
page to disclose that the location of your sponsor and executives
                                                        may make you a less
attractive partner to a non-China-based target company, which may
 Karl Brenza
Mars Acquisition Corp.
March 14, 2022
Page 2
      therefore limit the pool of acquisition candidates. Please also revise
the Summary of Risk
      Factors on page 13 to address this, as well as the risk factor on page 36
that discusses risks
      arising from competition for attractive target businesses.
3.    We note your response to comment 1 and reissue in part. Please expand
your disclosure
      describing the legal and operational risks associated with being based in
or acquiring a
      company that does business in China to provide more detailed information
to investors
      regarding these risks.
4.    We note your statement that cash transfers to and from your Cayman
Islands holding
      company are subject to applicable Chinese laws and regulations. Please
expand your
      cover page disclosure to describe the applicable laws and regulations and
explain how
      your cash transfers are impacted.
Prospectus Summary
Transfer of Cash through the Post Combination Organization, page 12

5.    We note your disclosure referring to regulations relating to the
conversion of Renminbi
      into foreign currencies and the remittance of such currencies out of
China, as well as
      regulations relating to foreign exchange. Please expand to describe these
regulations.
6.    We note your disclosure describing the risk to the post-combination
company that if it or
      its future subsidiaries are unable to receive all of the revenues from
operations in China, it
      may be unable to pay dividends on ordinary shares. Please expand this to
discuss the risk
      relating to the ability of a post-combination company to use these
revenues to support its
      operations.
Risks Relating to Acquiring and Operating Business in China, page 15

7.    We note your revisions to prior comment 6. Please revise to include
cross-references to
      each specific risk factor discussion with respect to each of the risks
noted in the bullet
      point list in this section, rather than generally referring readers to
the risk factor section on
      page 66.
       You may contact Stacie Gorman at 202-551-3585 or Mary Beth Breslin at
202-551-3625
with any questions.



                                                               Sincerely,
FirstName LastNameKarl Brenza
                                                               Division of
Corporation Finance
Comapany NameMars Acquisition Corp.
                                                               Office of Real
Estate & Construction
March 14, 2022 Page 2
cc:       Fang Liu, Esq.
FirstName LastName