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): December 17, 2024 ~~November~~(December 2912, 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~~866) 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 75.0107 ~~Regulation~~Submission FDof ~~Disclosure~~Matters to a Vote of Security Holders.

OnAs previously ~~September~~announced 5,in ~~2023,~~the Current Report on Form 8-K by Mars Acquisition Corp. (“Mars”) on September 8, 2023, on September 5, 2023, Mars, a Cayman Island exempted company, entered into a Business Combination Agreement (~~the~~ “Business Combination Agreement”) with ~~(i)~~ ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), ~~(ii)~~ Mars Merger Sub I Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Mars, (~~iii~~“Purchaser Merger Sub”), Mars Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco, (iv“Company Merger Sub”), ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (~~the~~ “~~Company~~ScanTech” or the “~~ScanTech~~Company”), and ~~(v)~~ Dolan Falconer in the capacity as the representative from and after the Effective Time for the Company ~~Holders~~Holder Participants as of immediately prior to the Effective ~~Time~~(the “Seller Representative”). The transactions ~~contemplated~~ contemplated by the Business Combination Agreement are hereinafter referred to collectively as the “Business Combination.” ~~Unless~~ ~~otherwise~~Any ~~defined herein, the~~ capitalized terms used but not otherwise defined herein shall have the meanings ~~given~~ascribed to them in the Business Combination Agreement, as amended from time to time.

On December ~~November 29~~12, 2024, Mars ~~and~~ ~~ScanTech~~held ~~issued~~an aExtraordinary ~~press~~General ~~release~~Meeting ~~announcing~~in connection with the ~~adjournment~~Business Combination. The Business Combination and each of ~~extraordinary~~the ~~general~~proposals ~~meeting~~presented toat ~~December~~the ~~12,~~Extraordinary ~~2024~~General ~~and~~Meeting ~~extension~~are ofdescribed in the definitive proxy statement filed by Mars with ~~redemption~~the ~~deadline~~Securities toand Exchange Commission (“SEC”) on November 14, 2024, as amended on December 109, 2024. A(File ~~copy~~No. of001-41619), and in the ~~press~~definitive ~~release~~proxy isstatement/prospectus/consent ~~furnished~~solicitation ~~hereto~~included asin ~~Exhibit~~the 99Registration Statement on Form S-4 (File No.1 333-280595), ~~and~~which iswas ~~incorporated~~filed ~~herein~~publicly by Pubco with the SEC in connection with the Business Combination and declared effective by ~~reference~~the SEC on November 6, 2024.

~~The~~Holders of ~~information~~3,628,174 inordinary ~~this~~shares ~~Item 7.01~~of ~~and~~Mars ~~Exhibit~~were ~~99.1~~present ~~hereto~~in ~~will~~person ~~not~~or beby ~~deemed~~proxy ~~“filed”~~at ~~for~~the ~~purposes~~meeting. ofThis ~~Section~~represented 18approximately 81.10% of the ~~Securities~~voting power ~~Exchange Act~~ of ~~1934~~Mars’ 4, 473,321 ordinary shares as ~~amended~~of ~~(the~~October ~~“Exchange~~24, ~~Act”)~~2024, orthe ~~otherwise~~record ~~subject~~date tofor the ~~liabilities~~Extraordinary ofGeneral ~~that section~~Meeting, ~~nor~~thereby constituting bea ~~deemed~~quorum ~~incorporated by~~for ~~reference~~the intransaction ~~any~~of ~~filing~~business. ~~under~~Since ~~the~~there ~~Securities~~were ~~Act~~sufficient ofvotes ~~1933,~~to asapprove ~~amended (~~the ~~“Securities~~proposals ~~Act”)~~presented orat the ~~Exchange~~Extraordinary General ~~Act~~Meeting, ~~except~~ asthe ~~expressly~~Adjournment ~~set~~Proposal ~~forth~~was bynot ~~specific~~presented ~~reference~~to ~~in such filing~~shareholders.

~~Important~~The voting ~~Additional~~results ~~Information~~for ~~About~~ the ~~Business~~ ~~Combination~~proposals ~~and~~were ~~Where~~as ~~to Find It~~follows:

InProposal ~~connection~~1: ~~with~~The ~~the proposed~~ Business ~~Combination, Pubco has filed a registration statement on Form S-4 with the SEC, which includes a preliminary prospectus with~~ ~~respect to its securities to be issued in connection with the Business~~ Combination. Mars has filed a definitive proxy statement with respect to the extraordinary general meeting at which Mars’ shareholders will be asked to vote on the proposed Business Combination. Each of Mars, Pubco and ScanTech urge investors, shareholders or members, and other interested persons to read the Form S-4, including the proxy statement/prospectus, any amendments thereto, and any other documents filed with the SEC, before making any voting or investment decision because these documents will contain important information about the proposed Business Combination.Proposal

Investors and security holders will be able to obtain free copies of the proxy statement/prospectus/consent solicitation and all other relevant documents filed or that will be filed with the SEC by Pubco or Mars by either written or oral request to Mars' Chief Executive Officer, Karl Brenza, at Mars Acquisition Corp., Americas Tower, 1177 Avenue of the Americas, Suite 5100, New York, NY 10036 or by telephone at (866) 667-6277. These documents can also be obtained, without charge, at the SEC's website www.sec.gov.

For		Against		Abstain
3,525,376		102,798		0

~~INVESTMENT~~Proposal IN2A: ~~ANY~~The ~~SECURITIES~~Advisory ~~DESCRIBED~~Charter ~~HEREIN~~Proposal ~~HAS~~– ~~NOT~~Authorized BEEN APPROVED OR DISAPPROVED BY THE SEC, THE ISRAELI SECURITIES AUTHORITY, OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY SECURITIES AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTIONS PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.Shares

Participants in Solicitation

For		Against		Abstain
3,525,176		102,998		0

~~Mars~~Proposal and ScanTech and their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies from Mars’ shareholders with respect to the proposed transaction. Information about the directors and executive officers of Mars is set forth in its final prospectus, dated as of February 13, 2023, and filed with the SEC on February 14, 2023, and is available free of charge at the SEC’s website at www.sec.gov or by directing a request to2B: ~~Mars Acquisition Corp., Americas Tower, 1177 Avenue of~~ The ~~Americas,~~Advisory ~~Suite~~Charter ~~5100,~~Proposal ~~New~~– ~~York,~~Forum New York 10036. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Mars shareholders in connection with the proposed transaction will be set forth in Mars’ and Pubco’s filings with the SEC, including the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the Business Combination when they become available.Selection

No Offer or Solicitation

For		Against		Abstain
3,525,376		102,798		0

~~This~~Proposal ~~Current~~3: ~~Report~~The ~~on Form~~Equity ~~8-K~~Incentive isPlan for informational purposes only and shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Mars, ScanTech or Pubco, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.Proposal

Forward-Looking Statements

For		Against		Abstain
3,427,589		200,585		0

~~Certain~~Proposal statements in this Current Report on Form 8-K may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on beliefs and assumptions and on information currently available to Mars and ScanTech. In some cases, you can identify forward-looking statements by the following words4: ~~"may,"~~The ~~"will," "could," "would,"~~Nasdaq "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing," "target," "seek" or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words.Proposal

Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including, without limitation, projections of market opportunity and market share; ScanTech's or Pubco’s business plans, including any plans to expand; the sources and uses of cash from the proposed transaction; the anticipated enterprise value of the combined company following the consummation of the proposed transaction; any benefits of ScanTech's partnerships, strategies or plans; anticipated benefits of the proposed transaction and expectations related to the terms and timing of the proposed transaction are also forward-looking statements. In addition, to be able to execute on its business plan, ScanTech will be required to repay its significant current liabilities.

For		Against		Abstain
3,525,376		102,798		0

~~These~~Proposal ~~statements~~5: ~~involve~~The ~~risks,~~Adjornment uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. These statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. Neither Mars nor ScanTech can assure you that the forward-looking statements in this communication will prove to be accurate.Proposal

These forward-looking statements are subject to a number of risks and uncertainties, including, among others, the risks and uncertainties set forth in Exhibit 99.1 annexed hereto, which are incorporated herein by reference, as well as other risks and uncertainties to be set forth in documents Mars or Pubco will file with the SEC.

For		Against		Abstain
3,525,376		102,798		0

InItem light of the significant uncertainties in forward-looking statements, you should not regard these statements as a representation or warranty by Mars, ScanTech, Pubco or their respective directors, officers or employees or any other person that Mars, ScanTech or Pubco will achieve their objectives and plans in any specified time frame, or at all8. ~~The forward-looking statements in this press release represent the views of Mars and ScanTech as of the date of this communication~~01. ~~Subsequent~~Other events and developments may cause those views to change. Neither Mars nor ScanTech undertakes any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.Events

~~Item~~In connection ~~9.01.~~with ~~Financial~~the ~~Statements~~Extraordinary ~~and~~General ~~Exhibits~~Meeting, holders of 1,636,626 ordinary shares submitted their requests for redemption.

~~(d) Exhibits.~~SIGNATURE

Exhibit No.	Description
99.1	Press Release, dated November 29, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

SIGNATURE

Date: December 17, 2024	Mars Acquisition Corp.

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

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 29, 2024	Mars Acquisition Corp.
	By:	/s/ Karl Brenza
	Name:	Karl Brenza
	Title:	Chief Executive Officer

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