SEC Form SC 13G/A filed by Mars Acquisition Corp. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

MARS ACQUISITION CORP.

(Name of Issuer)

Ordinary Shares, par value $0.000125 per share

(Title of Class of Securities)

G5870E 132

(CUSIP Number)

January 31, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The information required on the remainder of this cover shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G

CUSIP No. G5870E 132

SCHEDULE 13G

CUSIP No. G5870E 132

SCHEDULE 13G

CUSIP No. G5870E 132

SCHEDULE 13G

CUSIP No. G5870E 132

SCHEDULE 13G

CUSIP No. G5870E 132

Item 1. Security and Issuer.

Securities acquired: Ordinary Shares, $0.000125 par value.

Item 2.

(a) Name of Person Filing:

The names of the persons filing this report (collectively, the “Reporting Persons”) are:

Shanchun Huang

Jing Wang

Zeyao Xue

Ming Yi

Each of the Reporting Persons acknowledges and agrees that they are acting as a “group” with the other Reporting Persons within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to this Statement as Exhibit 1. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person’s pecuniary interest therein.

(b) Address of Princial Business Office or, if None, Residence:

c/o Mars Acquisition Corp.

Americas Tower, 1177 Avenue of The Americas, Suite 5100

New York, NY, 10036

(c) Citizenship:

The citizenship of each of the Reporting Persons is:

Shanchun Huang: Republic of Malta

Jing Wang: St. Kitts and Nevis

Zeyao Xue: People’s Republic of China

Ming Yi: People’s Republic of China

(d) Title and Class of Securities: ordinary shares

(e) CUSIP No.: G5870E 132

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable

Item 4. Ownership.

The following information with respect to the ownership of the Ordinary Shares of the Issuer by the Reporting Persons filing this Statement is provided as of February 8, 2024:

(a) Amount beneficially owned:

See Row 9 and the corresponding footnotes on the cover page for each Reporting Person.

(b) Percent of Class:

See Row 11 and the corresponding footnotes on the cover page for each Reporting Person.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

See Row 5 and the corresponding footnotes on the cover page for each Reporting Person.

(ii) Shared power to vote or to direct the vote:

See Row 6 and the corresponding footnotes on the cover page for each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of:

See Row 7 and the corresponding footnotes on the cover page for each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of:

See Row 8 and the corresponding footnotes on the cover page for each Reporting Person.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ¨.

Not applicable

Not applicable

Not applicable

Not applicable

By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: March 8, 2024

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that each is responsible for the timely filing of such statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the others of the undersigned, except to the extent that it knows or has reason to believe that such information is inaccurate or incomplete. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Dated: February 8, 2024