Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41619

Mars Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


Americas Tower, 1177 Avenue of The Americas, Suite 5100 New York, NY 10036		10036
(Address of principal executive offices)		(Zip Code)

(866) 667-6277

(Registrant’s telephone number, including area code)

Not Applicable

(Former name. former address and the former fiscal year, if changed since last report)

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court ☐ Yes ☐ No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of December 31, 2023, there are 9,292,000 ordinary shares issued and outstanding.

Subsequently, an extraordinary general meeting of shareholders of the issuer was held on January 30, 2024, a total of 4,818,568 shareholders elected to redeem their ordinary shares. As a result, there are 4,473,432 ordinary shares issued and outstanding.

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MARS ACQUISITION CORP.

FORM 10-Q FOR QUARTER ENDED DECEMBER 31, 2023

TABLE OF CONTENTS


		Page
PART 1 - FINANCIAL INFORMATION		F-4
Item 1.	Financial Statements	F-4
	Balance Sheets as of December 31, 2023 (unaudited) and September 30, 2023	F-4
	Statements of Operations for the Three Months ended December 31, 2023 and 2022 (unaudited)	F-5
	Statements of Changes in Shareholder’s Equity (Deficit) for the Three Months ended December 31, 2023 and 2022 (unaudited)	F-6
	Statements of Cash Flows for the Three Months Ended December 31, 2023 and 2022 (unaudited)	F-7
	Notes to Financial Statements	F-8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4
Item 4.	Controls and Procedures	4
PART II - OTHER INFORMATION		5
Item 1.	Legal Proceedings	5
Item 1A.	Risk Factors	5
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5
Item 3.	Defaults Upon Senior Securities	5
Item 4.	Mine Safety Disclosures	5
Item 5.	Other Information	5
Item 6.	Exhibits	6
SIGNATURES		7

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MARS ACQUISITION CORP.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

MARS ACQUISITION CORP.

BALANCE SHEETS


	December 31, 2023		September 30, 2023
	(Unaudited)
ASSETS
Current Assets
Cash	$	131,140	$	178,793
Prepaid expenses		91,071		149,164
Investments held in trust account		73,577,725		72,587,820
Total Assets	$	73,799,936	$	72,915,777

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accrued expenses	$	—	$	16,363
Total Liabilities		—		16,363

Ordinary shares subject to possible redemption, 6,900,000 shares at redemption value of $10.66 and $10.52 per share, respectively		73,577,725		72,587,820

SHAREHOLDERS’ EQUITY
Ordinary shares, $0.000125 par value; 800,000,000 shares authorized; 2,392,000 shares issued and outstanding ⁽¹⁾		299		299
Additional paid-in capital		—		—
Retained earnings		221,912		311,295
Total Shareholders’ Equity		222,211		311,594
Total Liabilities and Shareholders’ Equity	$	73,799,936	$	72,915,777

(1)	Excludes 6,900,000 shares subject to possible redemption as of December 31, 2023

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MARS ACQUISITION CORP.

STATEMENTS OF OPERATIONS (UNAUDITED)


	Three months ended December 31,
	2023		2022
Operating Expenses
General and administrative costs	$	89,383	$	195
Net loss from operations		(89,383)		(195)

Other Income
Investment income on Trust Account		989,905		—
Total other income		989,905		—

Net income (loss)	$	900,522	$	(195)

Weighted average shares outstanding, basic and diluted
Redeemable ordinary shares – basic and diluted		6,900,000		—
Non-redeemable ordinary shares – basic and diluted		2,392,000		1,725,000

Basic and diluted net income (loss) per share
Redeemable ordinary shares – basic and diluted	$	0.10	$	(0.00)
Non-redeemable ordinary shares – basic and diluted	$	0.10	$	(0.00)

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MARS ACQUISITION CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)


							RETAINED
					ADDITIONAL		EARNINGS
	ORDINARY SHARES				PAID-IN		(ACCUMULATED		TOTAL SHAREHOLDERS’
	SHARES		AMOUNT		CAPITAL		DEFICIT)		EQUITY (DEFICIT)
Balance – September 30, 2022		1,725,000	$	216	$	24,784	$	(50,210)	$	(25,210)
Net loss		—		—		—		(195)		(195)
Balance – December 31, 2022		1,725,000		216		24,784		(50,405)		(25,405)

Balance – September 30, 2023		2,392,000	$	299	$	—	$	311,295	$	311,594
Remeasurement of ordinary shares subject to redemption		—		—		—		(989,905)		(989,905)
Net income		—		—		—		900,522		900,522
Balance – December 31, 2023		2,392,000	$	299	$	—	$	221,912	$	222,211

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MARS ACQUISITION CORP.

STATEMENTS OF CASH FLOWS (UNAUDITED)


	Three months ended December 31,
	2023		2022
Cash flows from operating activities
Net income (loss)	$	900,522	$	(195)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative costs paid by related party		—		195
Investment income received in Trust Account		(989,905)		—
Change in operating assets and liabilities
Accrued liabilities		(16,363)		—
Prepaid expenses		58,093		—
Net cash used by operating activities		(47,653)		—

Cash flows from financing activities
Proceeds from note payable with related party		—		28,186
Payment of deferred offering costs by related party		—		(28,186)
Net cash provided by financing activities		—		—

Net decrease in cash		(47,653)		—
Cash– beginning of the period		178,793		—
Cash – end of the period	$	131,140	$	—

Supplemental disclosure of noncash activities
Remeasurement adjustment on public shares subject to possible redemption	$	(989,905)	$	—

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MARS ACQUISITION CORP.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Mars Acquisition Corp. (the “Company” or “Mars”) is a Cayman Islands exempted company incorporated as a blank check company on April 23, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on opportunities in cryptocurrency and blockchain, automobiles, healthcare, financial technology, cyber security, cleantech, software, Internet and artificial intelligence, specialty manufacturing and any other related technology innovations market. On September 5, 2023, a Business Combination Agreement was entered into by Mars and ScanTech Identification Beam Systems, LLC (“ScanTech”), among others (see Note 6).

At December 31, 2023, the Company had not yet commenced operations. All activity through December 31, 2023 relates to the Company’s formation and initial public offering (the “Initial Public Offering” or “IPO”), which is described below. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected September 30 as its fiscal year end date.

The registration statement for the Company’s Initial Public Offering was declared effective on February 9, 2023. On February 16, 2023, the Company consummated its Initial Public Offering of 6,900,000 units (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, including 900,000 Units that were issued pursuant to the underwriters’ full exercise of their over-allotment option, generating gross proceeds of $69,000,000.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 391,000 Units at a price of $10.00 per Unit to the Company’s sponsor, Mars Capital Holding Corporation, a British Virgin Islands company (“Sponsor”), generating gross proceeds of $3,910,000 (see Note 4).

Offering costs amounted to $4,398,891 consisting of $1,430,000 of cash underwriting fees, non-cash underwriting fees of $2,724,927 represented by the fair value of 276,000 representative shares issued to the underwriter (see Note 6), and $243,964 of other offering costs.

Upon the closing of the Initial Public Offering and Private Placement, $70,380,000 of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”) and may be invested by the trustee only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act, and will not be released from the Trust Account until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on interest earned in the trust account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act.

The Company will provide holders of its Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially

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approximately $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association:

(1)

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

●

file tender offer documents with the SEC prior to completing our initial Business Combination which contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Such provisions may be amended if a special resolution passed by holders of at least two-thirds of our issued and outstanding ordinary shares who, being entitled to do so, attend and vote at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given or by way of unanimous written resolution of all of our shareholders. Whether or not the Company maintains its registration under the Exchange Act or our listing on Nasdaq, the Company will provide its Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed above. Upon the public announcement of our initial Business Combination, if the Company elects to conduct redemptions pursuant to the tender offer rules, the Company or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

In the event the Company conducts redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete its initial Business Combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on Public Shareholders not tendering more than a specified number of Public Shares, which number will be based on the requirement that we will only redeem our Public Shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial Business Combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial Business Combination. If the Public Shareholders tender more shares than the Company has offered to purchase, the Company will withdraw the tender offer and not complete the initial Business Combination.

If, however, shareholder approval of the transaction is required by law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other legal reasons, the Company will conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC.

Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The Company will have only 12 months from the closing of this offering (or 18 months from the closing of this offering, if the Company extends the period of time to consummate a Business Combination) to complete its initial Business Combination. If the Company is unable to complete its initial Business Combination within such 12-month period (or 18-month period), the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

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The Company’s Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any Public Shares held by them in connection with the completion of our initial Business Combination. In addition, the Company’s initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if the Company fails to complete its initial Business Combination within the prescribed time frame. However, if the Company’s Sponsor or any of its officers, directors or affiliates acquires Public Shares in or after this offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete its initial Business Combination within the prescribed time frame.

Liquidity and management’s plan

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which Mars has available following the completion of the Initial Public Offering and Private Placement may not be enough to sustain operations for a period of one year from the issuance date of these financial statements. If Mars is unable to complete the Extension or the Business Combination due to a lack of sufficient funds, Mars may be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, Mars may need to obtain additional financing in order to meet our obligations. There is no assurance that Mars’ plans to consummate a business combination will be successful within the Combination Period as described above. As a result, there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statement are issued or are available to be issued. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Operating results for the period from October 1, 2023 through December 31, 2023 are not necessarily indicative of the results that may be expected for the period ending September 30, 2024, or any future period.

Cash and cash equivalents

The Company considers all short-term investments with an initial maturity of three months or less when purchased to be cash equivalents. As of December 31, 2023 and September 30, 2023, there were $131,140 and $178,793 of cash and cash equivalents, respectively.

Investments in Trust Account

The funds held in the Trust Account can be invested in United States government treasury bills, notes or bonds having a maturity of 185 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, until the earlier of the consummation of its first business combination and the Company’s failure to consummate a business combination within 12 months (or 18 months as applicable) from the consummation of the IPO.

The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in investment income on trust account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information (see Note 8).

As of December 31, 2023 and September 30, 2023, the Company had $73,577,725 and $72,587,820 held in the Trust Account, respectively.

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Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Ordinary shares subject to possible redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2023, ordinary shares subject to possible redemption are presented at redemption value of $10.66 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital or retained earnings (accumulated deficit) if additional paid in capital equals to zero.

Offering costs associated with the Initial Public Offering

The Company complies with the requirements of the Financial Accounting Standard Board (the “FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offerings.” Offering costs, consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering, were charged to shareholders’ equity upon the completion of the Initial Public Offering.

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The Company allocates offering costs between Public Shares, public warrants and public rights based on the estimated fair values of them at the date of issuance.

Deferred offering costs

Deferred offering costs consist of costs incurred in connection with preparation for the Initial Public Offering. These costs, together with the underwriting discounts and commissions, were be charged to additional paid in capital upon completion of the Initial Public Offering. As of September 30, 2023, the Company had no deferred offering costs. Upon consummation of the IPO on February 16, 2023, total offering costs related to the IPO were $4,398,891, and were allocated between the Public Shares and public rights based on their relative fair values at the date of issuance. Accordingly, $2,724,927 was allocated to the Public Shares and charged to temporary equity (see Note 3).

Income taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net income (loss) per share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating income (loss) per ordinary share. At December 31, 2023 and September 30, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then shares in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.

The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

Ordinary shares subject to possible redemption:


	For the three months ended December 31,
	2023		2022
Numerator:
Allocation of net income (loss)	$	668,704	$	—
Denominator
Basic and diluted weighted average shares outstanding		6,900,000		—
Basic and diluted net income (loss) per share	$	0.10	$	(0.00)

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Ordinary shares not subject to possible redemption:


	For the three months ended December 31,
	2023		2022
Numerator:
Allocation of net income (loss)	$	231,817	$	(195)
Denominator
Basic and diluted weighted average shares outstanding		2,392,000		1,725,000
Basic and diluted net income (loss) per share	$	0.10	$	(0.00)

Fair value of financial instruments

See Note 8 for discussion of short-term marketable securities. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Recent accounting pronouncements

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

NOTE 3 — INITIAL PUBLIC OFFERING

On February 16, 2023, the Company consummated its Initial Public Offering of 6,900,000 Units, including 900,000 Units that were issued pursuant to the underwriters’ full exercise of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $69,000,000.

Each Unit consists of one ordinary share and one right to receive two-tenths (2/10) of one ordinary share upon consummation of our initial Business Combination (“Right”). The holder must hold Rights in multiples of 5 in order to receive shares for all of their Rights upon closing of a Business Combination (see Note 7).

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All of the 6,900,000 public shares sold as part of the public Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.

As of December 31, 2023, the ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table.


Gross proceeds	$	69,000,000
Proceeds allocated to public rights		(876,833)
Offering costs allocated to ordinary shares subject to possible redemption		(3,965,620)
Remeasurement of ordinary shares subject to possible redemption		9,420,178
Ordinary shares subject to possible redemption	$	73,577,725

NOTE 4 — PRIVATE PLACEMENT

On February 16, 2023, the Company sold 391,000 Private Placement Units, including 36,000 Private Placement Units that were issued pursuant to the underwriters’ full exercise of the over-allotment option, at $10.00 per Unit, generating gross proceeds of $3,910,000 in the Private Placement. The proceeds from the Private Placement were added to the proceeds from the Initial Public Offering held in the Trust Account. The Company will have until 12 months (or 18 months as applicable) from the closing of this Initial Public Offering to consummate a Business Combination (the “Combination Period”). If the Company does not complete a Business Combination within the Combination Period, the Rights contained within the Private Placement Units will expire worthless.

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder shares

During the period ended September 30, 2022, the Company issued 1,000,000 shares to the Sponsor at par value (“Founder Shares”). On October 20, 2021, the Company issued an additional 138,500 Founder Shares to the Sponsor to bring the aggregate owned by the Sponsor up to 1,138,500 Founder Shares. On the same day, the Company issued 586,500 Founder Shares to officers and directors of the Company. As of December 31, 2023 and September 30, 2023, there were 1,725,000 Founder Shares outstanding.

The Company’s initial shareholders have agreed not to transfer, assign, or sell any of their Founder Shares until the earlier to occur of: (i) six months after the date of the consummation of our initial Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of our shareholders having the right to exchange their shares for cash, securities, or other property. Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalization, and the like) for any 20 trading days within any 30-trading day period commencing 60 days after our initial Business Combination, the Founder Shares will no longer be subject to such transfer restrictions.

Note payable

The Company’s Sponsor had agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering (the “Note”). The Note was non-interest bearing, unsecured, and was due on the closing of the Initial Public Offering. As of September 30, 2023, the outstanding balance of note payable to the affiliate was $0, and no interest was accrued. As of February 16, 2023, the Sponsor agreed to apply the Note in its entirety to the Private Placement with the Company, and the note was extinguished.

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Working capital loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units.

Administrative service fee

The Company initially had an informal agreement (the “Administrative Services Agreement”) to pay affiliates of the Sponsor for office space, utilities, secretarial, and administrative support of $15,000 per month which was paid through May 2023 for a total of $60,000 during the year ended September 30, 2023. Subsequent to May 2023, we have not paid any amounts under this informal agreement and the affiliates have chosen not to seek compensation for such support.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration rights

The holders of the Founder Shares and Private Placement Units are entitled to registration rights pursuant to a registration rights agreement signed February 16, 2023. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting agreement

The Company has engaged Maxim Group LLC (“Maxim”) as its underwriter. The Company granted the underwriters a 45-day option until March 26, 2023 to purchase up to 900,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On February 16, 2023, the underwriters fully exercised this option in respect of 900,000 Units.

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $1,380,000 in the aggregate, which was paid upon the closing of the Initial Public Offering.

Representative shares

The Company has issued to Maxim and/or its designees, 276,000 shares of ordinary shares upon the consummation of the Initial Public Offering (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost associated with the Initial Public Offering, with a corresponding credit to shareholders’ equity. The Company estimated the fair value of the Representative Shares to be $2,724,927. Maxim has agreed not to transfer, assign, or sell any such shares until the completion of the Business Combination. In addition, Maxim has agreed: (i) to waive its redemption rights with respect to such shares in connection with the completion of the Business Combination; and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its Business Combination within 12 months (or 18 months, as applicable) from the closing of the Initial Public Offering.

The shares have been deemed compensation by FINRA and were therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities were not to be the subject of

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any hedging, short sale, derivative, put, or call transaction that would result in the economic disposition of the securities by any person prior to August 8, 2023, nor were they sold, transferred, assigned, pledged, or hypothecated prior to August 8, 2023 except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners.

Subject to certain conditions, the Company granted Maxim, for a period beginning on February 16, 2023 and ending 12 months after the date of the consummation of the Business Combination, a right of first refusal to act as book-running managing underwriter or placement agent for any and all future public and private equity, equity-linked, convertible and debt offerings for the Company or any of its successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from February 9, 2023.

Business Combination Agreement

On September 5, 2023, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Pubco”), Mars Merger Sub I Corp., a Cayman Islands exempted company and a wholly owned subsidiary of the Company (“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”), and Dolan Falconer in the capacity as the representative (the “Seller Representative”). The aggregate consideration to be paid to ScanTech shall be a number of shares of Pubco Common Stock with an aggregate value equal to one hundred ten million U.S. Dollars ($110,000,000) minus the closing net debt as set forth in the Business Combination Agreement. Additionally, after the Closing, subject to the terms and conditions set forth in the Business Combination Agreement, the ScanTech Holder Participants will have the contingent right to receive up to a number of shares of Pubco Common Stock equal to ten percent (10%) of the fully diluted shares of Pubco Common Stock outstanding immediately following the Closing (subject to adjustment based on stock splits and similar events) based on Pubco’s achievement of certain milestones, including commercial milestones and revenue and EBITDA milestones, as more particularly set forth in the Business Combination Agreement.

Under the Business Combination Agreement, either ScanTech or Mars had the right to terminate the Business Combination Agreement if the Business Combination had not been consummated by January 31, 2024 (the “Outside Date”). In order to facilitate the completion of the Business Combination, on December 19, 2023, Mars, Pubco, Purchaser Merger Sub, Company Merger Sub, ScanTech, and Seller Representative entered into Amendment No.1 to the Business Combination Agreement to extend the Outside Date to May 15, 2024.

NOTE 7 — SHAREHOLDERS’ EQUITY

Ordinary Shares — The Company is authorized to issue 800,000,000 ordinary shares with a par value of $0.000125 per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. As of December 31, 2023 and September 30, 2023, there were 2,392,000 ordinary shares outstanding, respectively.

Rights — Each holder of a Right will automatically receive two-tenths (2/10) of one share of ordinary shares upon consummation of a Business Combination, except in cases where the Company not the surviving company in a Business Combination, and even if the holder of such Right redeemed all shares of ordinary shares held by it in connection with a Business Combination. No additional consideration will be required to be paid by a holder of a Right in order to receive its additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of Right to receive the same per share consideration the holders of shares of ordinary shares will receive in the transaction on an as-exchanged for ordinary shares basis, and each holder of a Right will be required to affirmatively exchange its Rights in order to receive the 2/10 share underlying each Right (without paying any additional consideration) upon consummation of a Business Combination. More specifically, the Rights holder will be required to indicate its election to exchange the Right for the underlying shares within a fixed period of time after which period the Rights will expire worthless.

Pursuant to the Rights agreement, a Rights holder may exchange Rights only for a whole number of shares of ordinary shares. This means that the Company will not issue fractional shares in connection with an exchange of Rights, and Rights may be exchanged only in multiples of 5 Rights (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalization and the like).

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Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands Law.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any such funds with respect to their Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Rights, and the Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to holders of the Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the Rights. Accordingly, the Rights may expire worthless.

NOTE 8 — FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and September 30, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level	December 31, 2023		September 30, 2023
Assets:
Marketable securities held in Trust Account	1	$	73,577,725	$	72,587,820

Except for the foregoing, the Company does not have any assets measured at fair value on a recurring basis at December 31, 2023 and September 30, 2023, respectively.

NOTE 9 — SUBSEQUENT EVENTS

On January 30, 2024, the Company held the extraordinary general meeting of shareholders of the Company (the “Shareholder Meeting”) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association to extend, for the first time, the date by which the Company has to consummate a business combination from February 16, 2024 to November 16, 2024 for a total of an additional nine months, unless the closing of a business combination shall have occurred prior thereto (“Extension Amendment Proposal”). If Mars does not consummate the Business Combination or another business combination by November 16, 2024, we may extend the deadline by an additional three months, up to two more times, to May 16, 2025.

In connection with the Shareholder Meeting to approve the Extension Amendment Proposal, the Company and its Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) on substantially the same terms with several unaffiliated third parties who are also the Company’s existing shareholders (the “Investors”), pursuant to which such Investors agreed not to redeem an aggregate of 1,813,380 Ordinary Shares of the Company in connection with the Extension Amendment Proposal. In exchange for the foregoing commitments not to redeem such Ordinary Shares of the Company, the Company and the Sponsor will agree to Pubco to issue to Investors an aggregate of 362,676 common stock of Pubco following the consummation of the initial business combination.

A total of 107 Public Shareholders elected to redeem an aggregate of 4,818,568 Public Shares in connection with the Shareholder Meeting, representing approximately 51.86% of the issued and outstanding Ordinary Shares at the time of the Shareholder Extension Meeting, at the price of $10.71 per share for an aggregate of $51,616,245.86. Following the redemptions, Mars had $22,296,189.61 left in its Trust Account.

On January 31, 2024, the Sponsor, distributed the 1,138,500 Ordinary Shares and 391,000 Units it owned to all shareholders of the Sponsor on a pro-rata basis based on their respective shareholding in the Sponsor.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “us,” “our” or “we” refer to Mars Acquisition Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included herein.

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Annual Report including, without limitation, statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding Mars’ financial position, business strategy and the plans and objectives of management for future operations, are forward- looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or Mars’ management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, Mars’ management. Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on Mars’s behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company incorporated in the Cayman Islands on April 23, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the IPO, and activities related to identifying ScanTech as the target for the Business Combination. Since our IPO, we have not generated any operating revenues and do not intend to until after completion of the Business Combination, except for the non-operating income in the form of interest income on cash and cash equivalents held in the Trust Account.

We incurred expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conducted due diligence on prospective business combination candidates, including ScanTech.

We expect to incur additional costs in the pursuit of the Business Combination. We cannot assure you that our plans to raise capital or to complete the Business Combination will be successful.

For the three months period ended December 31, 2023, we incurred expenses in the amount of $89,383.

Liquidity, Capital Resources Going Concern

Our Registration Statement for the IPO was declared effective on February 13, 2023. On February 16, 2023, we consummated the IPO of 6,900,000 Units, including 900,000 additional Units issued pursuant to the full exercise by the underwriter of its over-allotment option, generating gross proceeds of $69,000,000.

Simultaneously with the consummation of the IPO and the sale of the Units, Mars consummated the Private Placement of 391,000 Units, each Private Placement Unit consisting of one Ordinary Share and one Right, to our Sponsor, Mars Capital Holding Corporation, a British Virgin Islands business company with limited liability, at a price of $10.00 per Private Placement Unit, generating total proceeds of $3,910,000.

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Following the closing of the IPO on February 16, 2023, an amount of $70,380,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement was placed in the Trust Account. The funds held in the Trust Account may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the us, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, to complete the Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete the Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of ScanTech, make other acquisitions and pursue our growth strategies.

The funds held outside the Trust Account have been used primarily used for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting the Business Combination, as well as legal and accounting fees related to regulatory reporting requirements. For the three month period ended December 31, 2023, we incurred expenses in the amount of $89,383.

The funds held outside of the Trust Account may not be sufficient to allow Mars to operate for at least the next 12 months from the issuance of the financial statements. We may need to raise additional capital through loans or additional investments from our Sponsor, an affiliate of our Sponsor, officers, directors, or third parties. In order to fund working capital deficiencies or finance transaction costs in connection with the Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a non-interest bearing basis as may be required. If we complete the Business Combination, we would repay such loaned amounts. In the event that the Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Other than as described above, the terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

On January 30, 2024, the Company held the Shareholder Meeting to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association to extend, for the first time, the date by which the Company has to consummate a business combination from February 16, 2024 to November 16, 2024 for a total of an additional nine months, unless the closing of a business combination shall have occurred prior thereto. Mars does not consummate the Business Combination or another business combination by November 16, 2024, we may extend the deadline by an additional three months, up to two more times, to May 16, 2025. We may need to obtain additional financing if we become obligated to redeem a significant number of our public shares upon another extension or the completion of the Business Combination, in which case we may issue additional securities or incur debt in connection with the extension or the Business Combination. If we are unable to complete the extension or the Business Combination because we do not have sufficient funds available to us, we may be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

There is no assurance that our plans to consummate the Business Combination will be successful within the Combination Period. As a result, there is substantial doubt about Mars’ ability to continue as a going concern within one year after the date that the financial statements are issued or are available to be issued.

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Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

Our Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combination targets. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

In addition, in order to finance transaction costs in connection with an intended business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete the Business Combination, we would repay such loaned amounts. In the event that the Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

Our Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Mars Memorandum and Articles of Association (i) to modify the substance or timing of Mars’ obligation to allow redemption in connection with the our initial Business Combination or to redeem 100% of the Public Shares if we do not complete a Business Combination within the Combination Period or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.

Our Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if we fail to complete the Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if we fail to complete the Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the public offering price per Unit ($10.20).

The holders of the Founder Shares, Private Placement Units and Units that may be issued upon conversion of Working Capital Loans (and any shares of Ordinary Shares issuable upon the exercise of the Private Placement Right) will be entitled to registration rights pursuant to a registration rights agreement to signed prior to or on the effective date of the IPO requiring us to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. We will bear the expenses incurred in connection with the filing of any such registration statements.

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Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Representative shares

The Company estimated the fair value of the representative shares issued as part of the Company’s IPO. This estimate was derived by calculating a ratio of the individual share price to the overall unit price of other companies with similar equity structures. This ratio was applied to the Company’s initial share price of $10.00 per unit. Any deviations or modifications to the fair value estimation process are disclosed in the financial statements to provide investors with insight into the potential impact on our financial condition and results of operations.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Conditionally redeemable Ordinary Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within Mars’ control) are classified as temporary equity. The Company’s public shares feature certain redemption rights that are considered to be outside of Mars’ control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2023, Ordinary Shares subject to possible redemption are presented at redemption value of $10.66 per share as temporary equity, outside of the shareholders’ equity section of Mars’ balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Ordinary Shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Ordinary Shares are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective as of such date.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

As a smaller reporting company, we are not required to make disclosures under this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.


Exhibit No.		Description
31.1		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

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 thereunto duly authorized.

2
Date: February 15, 2024	Mars Acquisition Corp.

	By:	/s/ Karl Brenza
	Name:	Karl Brenza
	Title:	Chief Executive Officer

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Karl Brenza, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Mars Acquisition Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: February 15, 2024

	By:	/s/ Karl Brenza
	Name:	Karl Brenza
	Title:	Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Karl Brenza, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Mars Acquisition Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: February 15, 2024

	By:	/s/ Karl Brenza
	Name:	Karl Brenza
	Title:	Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Mars Acquisition Corp. (the “Company”) on Form 10-Q for the quarter ended December 31, 2023 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: February 15, 2024

	By:	/s/ Karl Brenza
	Name:	Karl Brenza
	Title:	Chief Executive Officer (Principal Executive Officer)

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: February 15, 2024


	By:	/s/ Karl Brenza
	Name:	Karl Brenza
	Title:	Chief Financial Officer (Principal Financial Officer)

Document and Entity Information	3 Months Ended
Document and Entity Information	Dec. 31, 2023 shares
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	001-41619
Entity Registrant Name	Mars Acquisition Corp.
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	Americas Tower,
Entity Address, Address Line Two	1177 Avenue of The Americas, Suite 5100
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	866
Local Phone Number	667-6277
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding	9,292,000
Entity Central Index Key	0001892922
Current Fiscal Year End Date	--09-30
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
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
Document Information
Title of 12(b) Security	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
Trading Symbol	MARXU
Security Exchange Name	NASDAQ
Ordinary Shares, $0.000125 par value
Document Information
Title of 12(b) Security	Ordinary Shares, $0.000125 par value
Trading Symbol	MARX
Security Exchange Name	NASDAQ
Rights to receive two-tenths (2/10) of one ordinary share
Document Information
Title of 12(b) Security	Rights to receive two-tenths (2/10) of one ordinary share
Trading Symbol	MARXR
Security Exchange Name	NASDAQ

BALANCE SHEETS - USD ($)

Dec. 31, 2023

Sep. 30, 2023

Current Assets

Cash

$ 131,140

$ 178,793

Prepaid expenses

91,071

149,164

Investments held in trust account

73,577,725

72,587,820

Total Assets

73,799,936

72,915,777

Current Liabilities

Accrued expenses

16,363

Total Liabilities

16,363

Ordinary shares subject to possible redemption, 6,900,000 shares at redemption value of $10.66 and $10.52 per share, respectively

73,577,725

72,587,820

SHAREHOLDERS' EQUITY

Ordinary shares, $0.000125 par value; 800,000,000 shares authorized; 2,392,000shares issued and outstanding

^[1]

299

Retained earnings

221,912

311,295

Total Shareholders' Equity

222,211

311,594

Total Liabilities and Shareholders' Equity

$ 73,799,936

$ 72,915,777

[1]	Excludes 6,900,000 shares subject to possible redemption as of December 31, 2023

BALANCE SHEETS (Parenthetical)	Dec. 31, 2023 $ / shares shares
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.000125
Ordinary shares, authorized (in shares)	800,000,000
Ordinary shares, issued (in shares)	2,392,000
Ordinary shares, outstanding (in shares)	2,392,000
Common class subject to redemption
Ordinary shares subject to possible redemption, outstanding (in shares)	6,900,000
Ordinary shares subject to possible redemption price (in dollar per share) \| $ / shares	$ 10.66

STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended
STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Operating Expenses
General and administrative costs	$ 89,383	$ 195
Net loss from operations	(89,383)	(195)
Other Income
Investment income on Trust Account	989,905
Total other income	989,905
Net income (loss)	$ 900,522	$ (195)
Redeemable Ordinary Shares
Other Income
Weighted average shares outstanding, basic (in shares)	6,900,000
Weighted average shares outstanding, diluted (in shares)	6,900,000
Basic net income (loss) per share	$ 0.10	$ 0.00
Diluted net income (loss) per share	$ 0.10	$ 0.00
Non-redeemable Ordinary Shares
Other Income
Weighted average shares outstanding, basic (in shares)	2,392,000	1,725,000
Weighted average shares outstanding, diluted (in shares)	2,392,000	1,725,000
Basic net income (loss) per share	$ 0.10	$ 0.00
Diluted net income (loss) per share	$ 0.10	$ 0.00

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($)	ORDINARY SHARES	ADDITIONAL PAID-IN CAPITAL	RETAINED EARNINGS (ACCUMULATED DEFICIT)	Total
Balance at the beginning at Sep. 30, 2022	$ 216	$ 24,784	$ (50,210)	$ (25,210)
Balance at the beginning (in shares) at Sep. 30, 2022	1,725,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)			(195)	(195)
Balance at the end at Dec. 31, 2022	$ 216	$ 24,784	(50,405)	(25,405)
Balance at the end (in shares) at Dec. 31, 2022	1,725,000
Balance at the beginning at Sep. 30, 2023	$ 299		311,295	311,594
Balance at the beginning (in shares) at Sep. 30, 2023	2,392,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)			900,522	900,522
Remeasurement of ordinary shares subject to redemption			(989,905)	(989,905)
Balance at the end at Dec. 31, 2023	$ 299		$ 221,912	$ 222,211
Balance at the end (in shares) at Dec. 31, 2023	2,392,000

STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities
Net income (loss)	$ 900,522	$ (195)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative costs paid by related party		195
Investment income received in Trust Account	(989,905)
Change in operating assets and liabilities
Accrued liabilities	(16,363)
Prepaid expenses	58,093
Net cash used by operating activities	(47,653)
Cash flows from financing activities
Proceeds from note payable with related party		28,186
Payment of deferred offering costs by related party		(28,186)
Net decrease in cash	(47,653)	0
Cash- beginning of the period	178,793	0
Cash- end of the period	131,140	$ 0
Supplemental disclosure of noncash activities
Remeasurement adjustment on public shares subject to possible redemption	$ (989,905)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

3 Months Ended

Dec. 31, 2023

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

approximately $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

(1)

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

●

Liquidity and management’s plan

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

Cash and cash equivalents

Investments in Trust Account

As of December 31, 2023 and September 30, 2023, the Company had $73,577,725 and $72,587,820 held in the Trust Account, respectively.

Emerging growth company

Use of estimates

Ordinary shares subject to possible redemption

Offering costs associated with the Initial Public Offering

The Company allocates offering costs between Public Shares, public warrants and public rights based on the estimated fair values of them at the date of issuance.

Deferred offering costs

Income taxes

Net income (loss) per share

The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

Ordinary shares subject to possible redemption:


	For the three months ended December 31,
	2023		2022
Numerator:
Allocation of net income (loss)	$	668,704	$	—
Denominator
Basic and diluted weighted average shares outstanding		6,900,000		—
Basic and diluted net income (loss) per share	$	0.10	$	(0.00)

Ordinary shares not subject to possible redemption:


	For the three months ended December 31,
	2023		2022
Numerator:
Allocation of net income (loss)	$	231,817	$	(195)
Denominator
Basic and diluted weighted average shares outstanding		2,392,000		1,725,000
Basic and diluted net income (loss) per share	$	0.10	$	(0.00)

Fair value of financial instruments

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Recent accounting pronouncements

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Concentration of credit risk

INITIAL PUBLIC OFFERING

3 Months Ended

Dec. 31, 2023

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING

NOTE 3 — INITIAL PUBLIC OFFERING

As of December 31, 2023, the ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table.


Gross proceeds	$	69,000,000
Proceeds allocated to public rights		(876,833)
Offering costs allocated to ordinary shares subject to possible redemption		(3,965,620)
Remeasurement of ordinary shares subject to possible redemption		9,420,178
Ordinary shares subject to possible redemption	$	73,577,725

PRIVATE PLACEMENT

3 Months Ended

Dec. 31, 2023

PRIVATE PLACEMENT

PRIVATE PLACEMENT

NOTE 4 — PRIVATE PLACEMENT

RELATED PARTY TRANSACTIONS

3 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder shares

Note payable

Working capital loans

Administrative service fee

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Dec. 31, 2023

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration rights

Underwriting agreement

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $1,380,000 in the aggregate, which was paid upon the closing of the Initial Public Offering.

Representative shares

Business Combination Agreement

SHAREHOLDERS' EQUITY

3 Months Ended

Dec. 31, 2023

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY

NOTE 7 — SHAREHOLDERS’ EQUITY

Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands Law.

FAIR VALUE MEASUREMENTS

3 Months Ended

Dec. 31, 2023

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 8 — FAIR VALUE MEASUREMENTS


Description	Level	December 31, 2023		September 30, 2023
Assets:
Marketable securities held in Trust Account	1	$	73,577,725	$	72,587,820

Except for the foregoing, the Company does not have any assets measured at fair value on a recurring basis at December 31, 2023 and September 30, 2023, respectively.

SUBSEQUENT EVENTS

3 Months Ended

Dec. 31, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 9 — SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

Cash and cash equivalents

Investments in Trust Account

As of December 31, 2023 and September 30, 2023, the Company had $73,577,725 and $72,587,820 held in the Trust Account, respectively.

Emerging growth company

Use of estimates

Ordinary shares subject to possible redemption

Ordinary shares subject to possible redemption

Offering costs associated with the Initial Public Offering

Offering costs associated with the Initial Public Offering

The Company allocates offering costs between Public Shares, public warrants and public rights based on the estimated fair values of them at the date of issuance.

Deferred offering costs

Income taxes

Net income (loss) per share

The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

Ordinary shares subject to possible redemption:


	For the three months ended December 31,
	2023		2022
Numerator:
Allocation of net income (loss)	$	668,704	$	—
Denominator
Basic and diluted weighted average shares outstanding		6,900,000		—
Basic and diluted net income (loss) per share	$	0.10	$	(0.00)

Ordinary shares not subject to possible redemption:


	For the three months ended December 31,
	2023		2022
Numerator:
Allocation of net income (loss)	$	231,817	$	(195)
Denominator
Basic and diluted weighted average shares outstanding		2,392,000		1,725,000
Basic and diluted net income (loss) per share	$	0.10	$	(0.00)

Fair value of financial instruments

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Recent accounting pronouncements

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Concentration of credit risk

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of calculation of basic and diluted net income (loss) per ordinary share

The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

Ordinary shares subject to possible redemption:


	For the three months ended December 31,
	2023		2022
Numerator:
Allocation of net income (loss)	$	668,704	$	—
Denominator
Basic and diluted weighted average shares outstanding		6,900,000		—
Basic and diluted net income (loss) per share	$	0.10	$	(0.00)

Ordinary shares not subject to possible redemption:


	For the three months ended December 31,
	2023		2022
Numerator:
Allocation of net income (loss)	$	231,817	$	(195)
Denominator
Basic and diluted weighted average shares outstanding		2,392,000		1,725,000
Basic and diluted net income (loss) per share	$	0.10	$	(0.00)

INITIAL PUBLIC OFFERING (Tables)

3 Months Ended

Dec. 31, 2023

INITIAL PUBLIC OFFERING

Schedule of reconciliation ordinary shares, subject to possible redemption, reflected on balance sheet


Gross proceeds	$	69,000,000
Proceeds allocated to public rights		(876,833)
Offering costs allocated to ordinary shares subject to possible redemption		(3,965,620)
Remeasurement of ordinary shares subject to possible redemption		9,420,178
Ordinary shares subject to possible redemption	$	73,577,725

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Dec. 31, 2023

FAIR VALUE MEASUREMENTS

Schedule of assets that are measured at fair value on a recurring basis


Description	Level	December 31, 2023		September 30, 2023
Assets:
Marketable securities held in Trust Account	1	$	73,577,725	$	72,587,820

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			3 Months Ended
	Feb. 16, 2023 USD ($) $ / shares shares	Apr. 23, 2021 item	Dec. 31, 2023 USD ($) $ / shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Condition for future business combination, minimum number of businesses \| item		1
Percentage of aggregate fair market value of assets	80.00%
Ownership interest to be acquired on post-transaction company	50.00%
Share price (in dollar per shares) \| $ / shares			$ 10.20
Minimum net tangible assets upon consummation of business combination			$ 5,000,001
Maximum percentage of shares that can be redeemed without prior consent of the Company			15.00%
Duration of combination period			12 months
Extension period to complete business combination			18 months
Threshold business days for redemption of public shares			10 days
Interest to pay dissolution expenses			$ 50,000
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued \| shares	6,900,000
Price of unit \| $ / shares	$ 10.00
Proceeds from initial public offering	$ 69,000,000
Offering cost	4,398,891
Cash underwriting fees	1,430,000
Non cash underwriting fees	$ 2,724,927
Fair value of representative shares \| shares	276,000
Other offering costs	$ 243,964
Net proceeds	$ 70,380,000
Investments maximum maturity term	185 days
Private Placement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Gross proceeds from issuance of private placements	$ 3,910,000
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued \| shares	900,000
Sponsor \| Private Placement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued \| shares	391,000
Gross proceeds from issuance of private placements	$ 3,910,000
Price of unit \| $ / shares	$ 10.00

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Feb. 16, 2023	Dec. 31, 2023	Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents		$ 131,140	$ 178,793
Investments held in trust account		$ 73,577,725	72,587,820
Deferred offering costs			$ 0
Common class subject to redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Ordinary shares subject to possible redemption price (in dollar per share)		$ 10.66	$ 10.52
Initial Public Offering
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Offering cost	$ 4,398,891
Offering cost included in stockholders equity	$ 2,724,927

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) Per Share (Details) - USD ($)	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Ordinary Shares Subject to Redemption
Numerator:
Allocation of net income (loss)	$ 668,704
Denominator
Basic weighted average shares outstanding	6,900,000
Diluted weighted average shares outstanding	6,900,000
Basic net income (loss) per share	$ 0.10	$ 0.00
Diluted net income (loss) per share	$ 0.10	$ 0.00
Ordinary Shares Not Subject to Redemption
Numerator:
Allocation of net income (loss)	$ 231,817	$ (195)
Denominator
Basic weighted average shares outstanding	2,392,000	1,725,000
Diluted weighted average shares outstanding	2,392,000	1,725,000
Basic net income (loss) per share	$ 0.10	$ 0.00
Diluted net income (loss) per share	$ 0.10	$ 0.00

INITIAL PUBLIC OFFERING (Details) - USD ($)	Feb. 16, 2023	Dec. 31, 2023
INITIAL PUBLIC OFFERING
Number of shares		0.20
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units issued	6,900,000
Purchase price, per unit	$ 10.00
Proceeds from initial public offering	$ 69,000,000
Number of shares in a unit	1
Number of rights in a unit	1
Number of shares	0.20
Number of units sold	6,900,000
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units issued	900,000

INITIAL PUBLIC OFFERING - Reconciliation of ordinary share (Details)	3 Months Ended
	Dec. 31, 2023 USD ($)
INITIAL PUBLIC OFFERING
Remeasurement of Ordinary Shares subject to possible redemption	$ (989,905)
Common class subject to redemption
INITIAL PUBLIC OFFERING
Gross proceeds	69,000,000
Proceeds allocated to public rights	(876,833)
Offering costs allocated to ordinary shares subject to possible redemption	(3,965,620)
Remeasurement of Ordinary Shares subject to possible redemption	9,420,178
Ordinary shares subject to possible redemption	$ 73,577,725

PRIVATE PLACEMENT (Details)	Feb. 16, 2023 USD ($) $ / shares shares
Private placement
PRIVATE PLACEMENT
Sale of private placement warrants	391,000
Gross proceeds from issuance of private placements \| $	$ 3,910,000
Private placement, over-allotment option
PRIVATE PLACEMENT
Number of sale units	36,000
Purchase price, per unit \| $ / shares	$ 10.00

RELATED PARTY TRANSACTIONS - Founder shares (Details) - $ / shares		3 Months Ended	12 Months Ended
	Oct. 20, 2021	Dec. 31, 2023	Sep. 30, 2022	Sep. 30, 2023
RELATED PARTY TRANSACTIONS
Ordinary shares, outstanding		2,392,000		2,392,000
Founder Shares
RELATED PARTY TRANSACTIONS
Number of shares issued	586,500
Sponsor
RELATED PARTY TRANSACTIONS
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)		$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		60 days
Sponsor \| Founder Shares
RELATED PARTY TRANSACTIONS
Number of shares issued	138,500		1,000,000
Ordinary shares, outstanding	1,138,500	1,725,000		1,725,000

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)	3 Months Ended
	Dec. 31, 2023	Sep. 30, 2023
RELATED PARTY TRANSACTIONS
Notes Payable, Related Party, Type [Extensible Enumeration]		srt:AffiliatedEntityMember
Accrued expense		$ 0
Related Party
RELATED PARTY TRANSACTIONS
Outstanding balance of notes payable		$ 0
Sponsor
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note	$ 300,000
Working Capital Loans
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note	$ 1,500,000
Price of unit	$ 10.00
Administrative Service Fee \| Related Party
RELATED PARTY TRANSACTIONS
Monthly fee paid	$ 15,000
Formation and operating costs	$ 60,000

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)		3 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Feb. 16, 2023	Dec. 31, 2023	Sep. 05, 2023
ScanTech AI Systems Inc.
COMMITMENTS AND CONTINGENCIES
Aggregate consideration to be paid			$ 110,000,000
Percentage of maximum number of contingent right to receive Pubco common stock			10.00%
Over-allotment option
COMMITMENTS AND CONTINGENCIES
Number of units issued	900,000
Initial Public Offering
COMMITMENTS AND CONTINGENCIES
Number of units issued	6,900,000
Maxim Partners LLC and/or its designees
COMMITMENTS AND CONTINGENCIES
Number of shares agreed to purchase, including over-allotment	900,000
Cash underwriting discount per unit		0.20%
Payment of underwriter discount		$ 1,380,000
Fair value of transferred units		$ 2,724,927
Maxim Partners LLC and/or its designees \| Over-allotment option
COMMITMENTS AND CONTINGENCIES
Granted underwriting option period		45 days
Number of units issued		900,000
Maxim Partners LLC and/or its designees \| Initial Public Offering
COMMITMENTS AND CONTINGENCIES
Shares issued underwriters		276,000

SHAREHOLDERS' EQUITY - Ordinary shares (Details)	3 Months Ended
SHAREHOLDERS' EQUITY - Ordinary shares (Details)	Dec. 31, 2023 Vote $ / shares shares	Sep. 30, 2023 $ / shares shares
SHAREHOLDERS' EQUITY
Ordinary shares, authorized	800,000,000	800,000,000
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.000125	$ 0.000125
Ordinary shares, votes per share \| Vote	1
Ordinary shares, outstanding	2,392,000	2,392,000

SHAREHOLDERS' EQUITY - Rights (Details)	Dec. 31, 2023 shares
SHAREHOLDERS' EQUITY
Number of shares	0.20

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2023	Sep. 30, 2023
FAIR VALUE MEASUREMENTS
Marketable securities held in Trust Account	$ 73,577,725	$ 72,587,820
Fair Value Inputs Level 1
FAIR VALUE MEASUREMENTS
Marketable securities held in Trust Account	$ 73,577,725	$ 72,587,820

SUBSEQUENT EVENTS (Details)	Jan. 30, 2024 USD ($) item $ / shares shares	Jan. 31, 2024 shares	Dec. 31, 2023 $ / shares shares	Sep. 30, 2023 shares
SUBSEQUENT EVENTS
Share price (in dollar per shares) \| $ / shares			$ 10.20
Redemptions shares in trust account	22,296,189.61
Ordinary shares, issued (in shares)			2,392,000	2,392,000
Subsequent Event
SUBSEQUENT EVENTS
Total public shareholders elected \| item	107
Redeemable aggregate number of public shares	4,818,568
Percentage of issued and outstanding	51.86%
Share price (in dollar per shares) \| $ / shares	$ 10.71
Aggregate share price \| $	$ 51,616,245.86
Subsequent Event \| Ordinary Shares \| Non-Redemption Agreements
SUBSEQUENT EVENTS
Number of aggregate shares	1,813,380
Number of shares issued	362,676
Sponsor \| Subsequent Event
SUBSEQUENT EVENTS
Ordinary shares, issued (in shares)		1,138,500
Share units owned shareholders		391,000

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