0001104659-23-031087.txt : 20230310 0001104659-23-031087.hdr.sgml : 20230310 20230310142546 ACCESSION NUMBER: 0001104659-23-031087 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230310 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20230310 DATE AS OF CHANGE: 20230310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mars Acquisition Corp. CENTRAL INDEX KEY: 0001892922 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-41619 FILM NUMBER: 23723114 BUSINESS ADDRESS: STREET 1: 1177 AVENUE OF THE AMERICAS STREET 2: SUITE 5100 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 888-622-1218 MAIL ADDRESS: STREET 1: 1177 AVENUE OF THE AMERICAS STREET 2: SUITE 5100 CITY: NEW YORK STATE: NY ZIP: 10036 8-K 1 tm239157d1_8k.htm FORM 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

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): March 10, 2023

 

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: (888) 622-1218

 

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. ¨

 

 

 

 

 

 

Item 8.01 Other Events.

 

On March 10, 2023, Mars Acquisition Corp. (the “Company”) announced that holders of the Company’s units may elect to separately trade the ordinary shares and rights included in its units, commencing on or about March 14, 2023.

 

The ordinary shares and rights are expected to trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “MARX” and “MARXR,” respectively. Units not separated will continue to trade on Nasdaq under the symbol “MARXU.” Holders of units will need to have their brokers contact the Company’s transfer agent, Continental Stock Transfer & Trust Company, in order to separate the holders’ Units into ordinary shares and rights.

 

On March 10, 2023, the Company issued a press release announcing the separation of units. A copy of this press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit
No.  		   Description of Exhibits
99.1   Press Release dated March 10, 2023.

 

 

 

 

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: March 10, 2023 Mars Acquisition Corp.
   
  By: /s/ Karl Brenza
  Name:  Karl Brenza
  Title: Chief Executive Officer

 

 

 

 EX-99.1 2 tm239157d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

Mars Acquisition Corp. Announces the Separate Trading of its Ordinary Shares and Rights Commencing on March 14, 2023

 

New York, New York, March 10, 2023 (PRNEWSWIRE) – Mars Acquisition Corp. (Nasdaq: MARXU) (the “Company”), a Cayman Islands exempted company incorporated as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, today announced commencing on March 14, 2023, holders of the 6,900,000 units (the “Units”) sold in the Company’s initial public offering (the “Offering”), including Units sold upon the full exercise of the underwriters’ over-allotment option, may elect to separately trade the ordinary shares and rights included in the Units. Any Units not separated will continue to trade on the NASDAQ Global Market (“NASDAQ”) under the symbol “MARXU.” Any underlying ordinary shares and rights that are separated are expected to trade on the NASDAQ under the symbols “MARX” and “MARXR,” respectively. Holders of Units will need to have their brokers contact the Company’s transfer agent, Continental Stock Transfer & Trust Company, in order to separate the holders’ Units into ordinary shares and rights.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About Mars Acquisition Corp.

 

Mars Acquisition Corp. is a Cayman Islands exempted company incorporated as a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

 

Forward-Looking Statements

 

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering and search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and related preliminary prospectus filed with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes in events, conditions or circumstances on which any statement is based after the date of this release, except as required by law.

 

Contact Information:

 

Karl Brenza

Tel: 914-374-0060