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                           January 26, 2023

       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.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed December 9,
2022
                                                            File No. 333-265240

       Dear Karl Brenza:

              We have reviewed your amended registration statement and have the
following
       comment. In our comment, 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 comment applies 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 this comment, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our July
25, 2022 letter.

       Amendment No. 1 to Registration Statement on Form S-1

       Cover Page

   1.                                                   We note your responses
to prior comments 2 - 5 and 8 - 9. We further note your cover
                                                        page disclosure that
your Sponsor, a company based in the British Virgin Islands, is
                                                        "controlled by non-U.S.
persons" and your statement on page 10 that the Sponsor is
                                                        "managed by" your
Chairman, Mr. Huang. Please revise to clarify whether your Sponsor
                                                        is controlled by more
than one person, and if so, whether anyone who controls or shares
                                                        control over the
Sponsor is located in or has significant ties to China, Hong Kong or
                                                        Macau. We may have
further comment.
 Karl Brenza
Mars Acquisition Corp.
January 26, 2023
Page 2

       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
January 26, 2023 Page 2
cc:       Fang Liu, Esq.
FirstName LastName