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    Mars Acquisition Corp. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    10/30/24 1:10:22 PM ET
    $MARX
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    false 0001892922 00-0000000 0001892922 2024-10-30 2024-10-30 0001892922 marx:UnitsEachConsistingOfOneOrdinaryShareParValue0.000125AndOneRightEntitlingHolderToReceive210OfOrdinaryShareMember 2024-10-30 2024-10-30 0001892922 marx:OrdinaryShares0.000125ParValueMember 2024-10-30 2024-10-30 0001892922 marx:RightsToReceiveTwotenths210OfOneOrdinaryShareMember 2024-10-30 2024-10-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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): October 30, 2024 ( October 30, 2024)

     

    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)-667-6277

     

    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:

     

    x 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 October 30, 2024, the Board of Directors (the “Board”) of Mars Acquisition Corp. (the “Company”), through a unanimous board resolution, extended the date by which the Company must complete its initial business combination from November 16, 2024, to February 16, 2025 (the “Extension”).

     

    The Extension is the first of the two three-month extensions permitted under Article 37.8 of the Company’s Amended and Restated Memorandum and Articles of Association. The Extension provides the Company with additional time to complete its initial business combination as determined by the Board.

     

    No Offer or Solicitation

     

    This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

     

    Item 9.01. Financial Statements and Exhibits

     

    (d) Exhibits.

     

    Exhibit No. Description
    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: October 30, 2024 Mars Acquisition Corp.
       
      By: /s/ Karl Brenza
      Name: Karl Brenza
      Title: Chief Executive Officer

     

     

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