United States securities and exchange commission logo
July 25, 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.
Registration
Statement on Form S-1
Filed May 26, 2022
File No. 333-265240
Dear Mr. Brenza:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
General
1. With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties
with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact
could impact your ability to complete your initial business
combination. For
instance, discuss the risk to investors that you may not be able to
complete an initial
business combination with a U.S. target company should the
transaction be subject
to review by a U.S. government entity, such as the Committee on
Foreign Investment in
the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool
of potential targets with which you could complete an initial business
Karl Brenza
FirstName LastNameKarl
Mars Acquisition Corp. Brenza
Comapany
July NameMars Acquisition Corp.
25, 2022
July 25,
Page 2 2022 Page 2
FirstName LastName
combination may be limited. Further, disclose that the time necessary
for government
review of the transaction or a decision to prohibit the transaction
could prevent you from
completing an initial business combination and require you to
liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the
investment opportunity
in a target company, any price appreciation in the combined company,
and the warrants,
which would expire worthless.
Cover Page
2. We note that a majority of your executive officers and/or directors
have significant ties to
China and Hong Kong. We also note your statement that you will not
effectuate an
initial Business Combination with a company that is headquartered in
the People s
Republic of China ( China ), the Hong Kong Special Administrative
Region of China
( Hong Kong ) or the Macau Special Administrative Region of China
( Macau ) or
conducts a majority of its operations in China, Hong Kong or Macau.
Please revise the
cover page to disclose that your executive officers' and directors'
ties to China and Hong
Kong may make you a less attractive partner to a non-China or non-Hong
Kong-based
target company, and discuss the impact this could have upon your
search for an initial
business combination.
3. Provide prominent disclosure about the legal and operational risks
associated with a
majority of your directors and officers being based in or having
significant ties to China.
Your disclosure should make clear whether these risks could result in
a material change in
your search for a target company and/or the value of the securities
you are registering for
sale. Your prospectus summary should address, but not necessarily be
limited to, the risks
highlighted on the prospectus cover page.
Prospectus Summary, page 2
4. In your summary of risk factors, disclose the risks that the majority
of your directors and
officers being based in or having significant ties to China poses to
investors. In particular,
describe the significant regulatory, liquidity, and enforcement risks
with cross-references
to the more detailed discussion of these risks in the prospectus. For
example, specifically
discuss risks arising from the legal system in China, including risks
and uncertainties
regarding the enforcement of laws and that rules and regulations in
China can change
quickly with little advance notice; and the risk that the Chinese
government may intervene
or influence your search for a target company or completion of your
initial business
combination at any time, which could result in a material change in
your operations and/or
the value of the securities you are registering for sale.
5. Disclose each permission or approval that your officers and directors
are required to
obtain from Chinese authorities to search for a target company. State
whether your
directors and officers are covered by permissions requirements from
the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any
other governmental agency and state affirmatively whether you have
received all requisite
Karl Brenza
FirstName LastNameKarl
Mars Acquisition Corp. Brenza
Comapany
July NameMars Acquisition Corp.
25, 2022
July 25,
Page 3 2022 Page 3
FirstName LastName
permissions or approvals and whether any permissions or approvals have
been denied.
Please also describe the consequences to you and your investors if
your officers and
directors (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently
conclude that such permissions or approvals are not required, or (iii)
applicable laws,
regulations, or interpretations change and your directors and officers
are required to obtain
such permissions or approvals in the future.
Our Board of Directors and Management, page 3
6. Here and throughout your document where you mention that Future
Fintech is a Nasdaq-
listed company, please also state that it has received a notice of
delisting from Nasdaq,
that it has until August 29, 2022 to regain compliance with the
minimum bid price
requirement, and provide, as of the most recent date, the closing bid
price of Future
Fintech Group stock.
7. To the extent that one or more of your officers and/or directors are
located in China
or Hong Kong, please create a separate Enforceability of Civil
Liabilities section for the
discussion of the enforcement risks related to civil liabilities due
to your officers
and directors being located in China or Hong Kong. Please identify
each officer
and/or director located in China or Hong Kong and disclose that it
will be more difficult
to enforce liabilities and enforce judgments on those individuals. For
example, revise
to discuss more specifically the limitations on investors being able
to effect service
of process and enforce civil liabilities in China, lack of reciprocity
and treaties, and cost
and time constraints. Also, please disclose these risks in a separate
risk factor, which
should contain disclosures consistent with the separate section.
Risk Factors, page 33
8. Given the Chinese government s significant oversight and discretion
over the conduct of
your directors and officers search for a target company, please
revise to highlight
separately the risk that the Chinese government may intervene or
influence your
operations at any time, which could result in a material change in
your search and/or the
value of the securities you are registering.
9. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China (CAC) over data security, please revise your disclosure to
explain how this
oversight impacts your officers and directors or their search for a
target company, and to
what extent you believe that your officers and directors are compliant
with the regulations
or policies that have been issued by the CAC to date.
Facilities, page 111
10. Revise to state, if true, that you share office space with Future
Fintech Group Inc., whose
address in its EDGAR filings matches the one you provide on the cover
page.
Karl Brenza
Mars Acquisition Corp.
July 25, 2022
Page 4
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Stacie Gorman at 202-551-3585 or Mary Beth Breslin at
202-551-
3625 with any other questions.
Sincerely,
FirstName LastNameKarl Brenza
Division of
Corporation Finance
Comapany NameMars Acquisition Corp.
Office of Real
Estate & Construction
July 25, 2022 Page 4
cc: Fang Liu, Esq.
FirstName LastName