UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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): December 17, 2024
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Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously announced in the Current Report on Form 8-K by Mars Acquisition Corp. (“Mars”) on September 8, 2023, on September 5, 2023, Mars, a Cayman Island exempted company, entered into a Business Combination Agreement ( “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” or the “Company”), and Dolan Falconer in the capacity as the representative from and after the Effective Time for the Company Holder Participants as of immediately prior to the Effective (the “Seller Representative”). The transactions contemplated by the Business Combination Agreement are hereinafter referred to collectively as the “Business Combination.” Any capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement, as amended from time to time.
On December 12, 2024, Mars held an Extraordinary General Meeting in connection with the Business Combination. The Business Combination and each of the proposals presented at the Extraordinary General Meeting are described in the definitive proxy statement filed by Mars with the Securities and Exchange Commission (“SEC”) on November 14, 2024, as amended on December 9, 2024 (File No. 001-41619), and in the definitive proxy statement/prospectus/consent solicitation included in the Registration Statement on Form S-4 (File No. 333-280595), which was filed publicly by Pubco with the SEC in connection with the Business Combination and declared effective by the SEC on November 6, 2024.
Holders of 3,628,174 ordinary shares of Mars were present in person or by proxy at the meeting. This represented approximately 81.10% of the voting power of Mars’ 4,473,321 ordinary shares as of October 24, 2024, the record date for the Extraordinary General Meeting, thereby constituting a quorum for the transaction of business. Since there were sufficient votes to approve the proposals presented at the Extraordinary General Meeting, the Adjournment Proposal was not presented to shareholders.
The voting results for the proposals were as follows:
Proposal 1: The Business Combination Proposal
| For | Against | Abstain | ||
| 3,525,376 | 102,798 | 0 |
Proposal 2A: The Advisory Charter Proposal – Authorized Shares
| For | Against | Abstain | ||
| 3,525,176 | 102,998 | 0 |
Proposal 2B: The Advisory Charter Proposal – Forum Selection
| For | Against | Abstain | ||
| 3,525,376 | 102,798 | 0 |
Proposal 3: The Equity Incentive Plan Proposal
| For | Against | Abstain | ||
| 3,427,589 | 200,585 | 0 |
Proposal 4: The Nasdaq Proposal
| For | Against | Abstain | ||
| 3,525,376 | 102,798 | 0 |
Proposal 5: The Adjornment Proposal
| For | Against | Abstain | ||
| 3,525,376 | 102,798 | 0 |
Item 8.01. Other Events
In connection with the Extraordinary General Meeting, holders of 1,636,626 ordinary shares submitted their requests for redemption.
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: December 17, 2024 | Mars Acquisition Corp. | |
| By: | /s/ Karl Brenza | |
| Name: | Karl Brenza | |
| Title: | Chief Executive Officer | |