UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
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):
May 6, 2024 (
(Exact name of registrant as specified in its charter)
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Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K amends Item 8.01 of the Current Report on Form 8-K filed on April 5, 2024 (the “Original Form 8-K”) solely to update the total amount of promissory notes with affiliates of the Mars Capital Holdings Corporation (the “Sponsor”) and to reflect that the loan was divided into two notes corresponding to the two series of funds loaned to Mars Acquisition Corp. (“Mars”). These amounts have been corrected under Item 8.01 to this Amendment No. 1. No other changes have been made to the Original Form 8-K.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Promissory Note
The information set forth in Section 2.03 and 8.01 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information relating to the Note included in Item 8.01 is incorporated by reference in this item to the extent required herein.
| Item 8.01. | Other Events. |
On March 31, 2024 and April 30, 2024, Mars entered into certain promissory notes (the “Notes”) with affiliates of the Sponsor, totaling $345,000, for working capital purposes. The loans are non-interest bearing and payable upon the consummation of the business combination with ScanTech Identification Beam Systems, LLC, and other parties, as set forth in the business combination agreement dated September 5, 2023, as amended (the “Business Combination”). Upon consummation of the Business Combination or a business combination with another target, the Notes will automatically convert into ordinary shares of Mars.
If Mars does not consummate a Business Combination, the Notes will not be repaid and all amounts owed under the Notes will be waived. The issuance of the Notes was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing summary of the Notes does not purport to be complete and is qualified in its entirety by the full text of the Notes attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 10.1 | Promissory Note dated March 31, 2024 |
| 10.2 | Promissory Note dated April 20, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: May 6, 2024 | Mars Acquisition Corp. | |
| By: | /s/ Karl Brenza | |
| Name: | Karl Brenza | |
| Title: | Chief Executive Officer | |