Form 8-K - Current report

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 14, 2024 ( November 12, 2024)

 

Mars Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Cayman Islands		001-41619		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

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

 

Registrant’s telephone number, including area code: (888)-667-6277

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one ordinary share, par value $0.000125, and one right entitling the holder to receive 2/10 of an ordinary share		MARXU		The Nasdaq Stock Market LLC
Ordinary Shares, $0.000125 par value		MARX		The Nasdaq Stock Market LLC
Rights to receive two-tenths (2/10) of one ordinary share		MARXR		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 1.01

Entry into a Material Definitive Agreement.

 

Amendment to Business Combination Agreement

 

On September 5, 2023, Mars Acquisition Corp. (“Mars”), a Cayman Island exempted company, entered into a Business Combination Agreement ( “Business Combination Agreement”) with ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), Mars Merger Sub I Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Mars (“Purchaser Merger Sub”), Mars Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Company Merger Sub”), ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (“ScanTech” or the “Company”), and Dolan Falconer in the capacity as the representative from and after the Effective Time for the Company Holder Participants as of immediately prior to the Effective (the “Seller Representative”). The transactions contemplated by the Business Combination Agreement are hereinafter referred to collectively as the “Business Combination.” Any capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement, as amended from time to time.

 

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”).

 

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 (the “First Extension”). 

 

On April 17, 2024, Mars, Pubco, Purchaser Merger Sub, Company Merger Sub, ScanTech, and Seller Representative entered into Amendment No. 3 to the Business Combination Agreement to extend the Outside Date for a second time to September 30, 2024 (the “Second Extension”).

 

On September 30, 2024, Mars, Pubco, Purchaser Merger Sub, Company Merger Sub, ScanTech, and Seller Representative entered into Amendment No. 4 to the Business Combination Agreement to further extend the Outside Date to November 15, 2024 (the “Third Extension”). 

 

In order to facilitate the completion of the Business Combination, on November 12, 2024, Mars, Pubco, Purchaser Merger Sub, Company Merger Sub, ScanTech, and Seller Representative entered into Amendment No. 5 to the Business Combination Agreement to extend the Outside Date for a second time to December 23, 2024 (the “Fourth Extension”).

 

No other changes were made to the Business Combination Agreement.

 

A copy of the Fourth Extension is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Amendment No. 5 to the Business Combination Agreement is qualified in its entirety by reference thereto.

 

Amendment No. 2 to Prepaid Forward Purchase Agreement

 

On September 4, 2023, Mars entered into a Prepaid Forward Purchase Agreement (“FPA”) with ScanTech, Pubco and RiverNorth SPAC Arbitrage Fund, L.P. (“RiverNorth”), pursuant to which RiverNorth agreed, among other things, to purchase Ordinary Shares in the open market for no more than the pro rata portion of the cash and interest earned in the trust account (“Redemption Price”).

 

 

 

 

On September 30, 2024, Amendment No. 1 to the Prepaid Forward Purchase Agreement was executed, extending the termination date of the FPA to November 16, 2024. 

 

On November 12, 2024, Amendment No. 2 to the Prepaid Forward Purchase Agreement was executed, extending the termination date of the FPA to December 23, 2024. 

 

No other changes were made to the FPA.

 

The foregoing description of the Amendment No. 2 to the Prepaid Forward Purchase Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment No. 2 to the Prepaid Forward Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

 

Item 8.01.

Other Events

 

Nasdaq notified Mars an extension until February 13, 2025, to regain compliance with the listing rules, aligning with Mars’ 36-month expiry date under IM-5101-2(b).

 

Item 9.01.

Financial Statements and Exhibits

 

(d)

Exhibits.

 

Exhibit No.	Description
2.1	Amendment No. 5 to the Business Combination Agreement, dated as of November 12, 2024, by and among Mars Acquisition Corp., ScanTech AI Systems Inc., Mars Merger Sub I Corp., Mars Merger Sub II LLC, ScanTech Identification Beam Systems, LLC, and Dolan Falconer, as Seller Representative
10.1	Amendment No. 2 to Prepaid Forward Purchase Agreement, dated as of November 12, 2024, by and among Mars Acquisition Corp., ScanTech AI Systems Inc., ScanTech Identification Beam Systems, LLC, and RiverNorth SPAC Arbitrage Fund, L.P.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 14, 2024	Mars Acquisition Corp.
	By:	/s/ Karl Brenza
	Name:	Karl Brenza
	Title:	Chief Executive Officer

 

 

 

Exhibit 2.1

 

AMENDMENT NO. 5 TO BUSINESS COMBINATION AGREEMENT

 

This AMENDMENT NO. 5 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), is made and entered into as of November 12, 2024, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “Purchaser”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), Mars Merger Sub I Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Mars (“Purchaser Merger Sub”), Mars Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Company Merger Sub”), ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (the “Company” or “ScanTech”), and Dolan Falconer in the capacity as the representative from and after the Effective Time for the Company Holder Participants as of immediately prior to the Effective (the “Seller Representative”). Capitalized terms not otherwise defined in this Amendment shall have the meaning given to them in the Business Combination Agreement (as defined below). 

 

W I T N E S S E T H:

 

WHEREAS, the parties hereto are parties to a Business Combination Agreement, dated as of September 5, 2023 (the “Business Combination Agreement”) by and among, (i) the Purchaser, (ii) Pubco, (iii) Purchaser Merger Sub, (iv) the Company Merger Sub, (v) ScanTech and (vi) the Seller Representative (collectively, the “Parties”); 

 

WHEREAS, the parties hereto have entered into Amendment No. 1 to Business Combination Agreement on December 19, 2023 to extend the Outside Date (as defined below) to May 15, 2024; 

 

WHEREAS, the parties hereto have entered into Amendment No. 2 to Business Combination Agreement on April 2, 2024 to amend sections 1.8. 1.11(b), and 11.1;

 

WHEREAS, the parties hereto have entered into Amendment No. 3 to Business Combination Agreement on April 17, 2024 to extend the Outside Date (as defined below) to September 30, 2024; 

 

WHEREAS, the parties hereto have entered into Amendment No. 4 to Business Combination Agreement on September 30, 2024 to extend the Outside Date (as defined below) to November 15, 2024; 

 

WHEREAS, in accordance with the terms of Section 10.11 of the Business Combination Agreement, the Parties desire to amend the Business Combination Agreement as set forth herein. 

 

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Buyer and the Company agree as follows: 

 

Section 1.    Amendments to the Business Combination Agreement. Section 8.1(b) shall hereby be amended and restated in its entirety as follows: 

 

“by written notice by the Purchaser or the Company if any of the conditions to the Closing set forth in Article VII have not been satisfied or waived by December 23, 2024 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date.” 

 

 

 

 

Section 2.    Effectiveness of Amendment.   Upon the execution and delivery hereof, the Business Combination Agreement shall thereupon be deemed to be amended as hereinabove set forth as fully and with the same effect as if the amendments made hereby were originally set forth in the Business Combination Agreement, and this Amendment and the Business Combination Agreement shall henceforth respectively be read, taken and construed as one and the same instrument, but such amendments shall not operate so as to render invalid or improper any action heretofore taken under the Business Combination Agreement. 

 

Section 3.    General Provisions. 

 

(a)   Miscellaneous.   This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Amendment may be executed and delivered by facsimile or PDF transmission. 

 

(b)   Business Combination Agreement in Effect.   Except as specifically provided for in this Amendment, the Business Combination Agreement shall remain unmodified and in full force and effect.

 

[Remainder of Page Intentionally Left Blank] 

 

 

 

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed as of the date first written above. 

 

	The Purchaser:
	Mars Acquisition Corp.
	By:	/s/ Karl Brenza
	Name:	Karl Brenza
	Title:	CEO and CFO
	Pubco:
	ScanTech AI Systems Inc.
	By:	/s/ Karl Brenza
	Name:	Karl Brenza
	Title:	Director
	Purchaser Merger Sub:
	Mars Merger Sub I Corp.
	By:	/s/ Karl Brenza
	Name:	Karl Brenza
	Title:	Director
	Company Merger Sub:
	Mars Merger Sub II LLC
	By:	/s/ Karl Brenza
	Name:	Karl Brenza
	Title:	Member
	The Company:
	ScanTech Identification Beam Systems, LLC
	By:	/s/ Dolan Falconer
	Name:	Dolan Falconer
	Title:	Chief Executive Officer and President
	The Seller Representative:
	Dolan Falconer, solely in the capacity as the Seller Representative hereunder
	By:	/s/ Dolan Falconer
	Name:	Dolan Falconer

 

[Signature Page to Amendment No. 5 to Business Combination Agreement]

 

 

 

Exhibit 10.1

 

AMENDMENT NO. 2 TO PREPAID FORWARD PURCHASE AGREEMENT

 

This AMENDMENT NO. 2 TO PREPAID FORWARD PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of November 12, 2024, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “SPAC”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (the “Company” or “ScanTech”), and RiverNorth SPAC Arbitrage Fund, L.P., a Delaware limited partnership (the “Purchaser”) (collectively the “Parties”). Capitalized terms not otherwise defined in this Amendment shall have the meaning given to them in the FPA (as defined below).

 

W I T N E S S E T H:

 

WHEREAS, the parties hereto are parties to a Prepaid Forward Purchase Agreement, dated as of September 4, 2023 (the “FPA”) by and among the Parties;

 

WHEREAS, the Parties hereto have entered into an Amendment No. 1 to the FPA on September 30, 2024 (the “Amendment No.1”);

 

WHEREAS, pursuant to Section 6(a)(v) of the Amendment No.1, the FPA terminated automatically on November 16, 2024, which was the deadline to consummate the business combination under Amendment No. 4 to Business Combination Agreement;

 

WHEREAS, the parties desire to revive the FPA and to amend certain provisions therein;

 

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

Section 1. Amendments to the FPA. Section 6 (a)(v) of the FPA is hereby amended and restated in its entirety to provide as follows:

 

“automatically if the Business Combination is not consummated by December 23, 2024.”

 

Section 2.    Effectiveness of Amendment. Upon the execution and delivery hereof, the FPA shall thereupon be deemed to be revived and amended as hereinabove set forth as fully and with the same effect as if the amendments made hereby were originally set forth in the FPA, and this Amendment and the FPA shall henceforth respectively be read, taken and construed as one and the same instrument, but such amendments shall not operate so as to render invalid or improper any action heretofore taken under the FPA.

 

Section 3.    General Provisions.

 

(a)     Miscellaneous. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Amendment may be executed and delivered by facsimile or PDF transmission.

 

(b)    FPA in Effect. Except as specifically provided for in this Amendment, the FPA shall remain unmodified and in full force and effect.

 

[Remainder of Page Intentionally Left Blank]

 

 

 

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed as of the date first written above.

 

	The SPAC:
	Mars Acquisition Corp.
	By:	/s/ Karl Brenza
		Name:	Karl Brenza
		Title:	CEO and CFO
	Pubco:
	ScanTech AI Systems Inc.
	By:	/s/ Karl Brenza
		Name:	Karl Brenza
		Title:	Director
	RiverNorth SPAC Arbitrage Fund, L.P. By: RiverNorth SPAC Arbitrage GP, LLC, its General Partner By: RiverNorth Capital Management, LLC, its Managing Member
	By:	/s/ Marc Collins
		Name:	Marc Collins
		Title:	General Counsel
	The Company:
	ScanTech Identification Beam Systems, LLC
	By:	/s/ Dolan Falconer
		Name:	Dolan Falconer
		Title:	Chief Executive Officer and President

 

[Signature Page to Amendment to FPA]

 

 

 

Cover	Nov. 12, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 12, 2024
Entity File Number	001-41619
Entity Registrant Name	Mars Acquisition Corp.
Entity Central Index Key	0001892922
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Americas Tower
Entity Address, Address Line Two	1177 Avenue of The Americas
Entity Address, Address Line Three	Suite 5100
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	888
Local Phone Number	667-6277
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units Each Consisting Of One Ordinary Share Par Value 0. 000125 And One Right Entitling Holder To Receive 210 Of Ordinary Share [Member]
Document Information [Line Items]
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 [Member]
Document Information [Line Items]
Title of 12(b) Security	Ordinary Shares, $0.000125 par value
Trading Symbol	MARX
Security Exchange Name	NASDAQ
Rights To Receive Twotenths 210 Of One Ordinary Share [Member]
Document Information [Line Items]
Title of 12(b) Security	Rights to receive two-tenths (2/10) of one ordinary share
Trading Symbol	MARXR
Security Exchange Name	NASDAQ

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