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, 2022

☐ 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)

(888) 622-1218

(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 the date hereof, there are 9,292,000 ordinary shares issued and outstanding.


		Page
PART 1 - FINANCIAL INFORMATION		F-3
Item 1.	Financial Statements	F-3
	Balance Sheets as of December 31, 2022 (unaudited) and September 30, 2022	F-3
	Statements of Operations for the Three Months ended December 31, 2022 and 2021 (unaudited)	F-4
	Statements of Changes in Shareholder’s Equity (Deficit) for the Three Months ended December 31, 2022, and 2021 (unaudited)	F-5
	Statements of Cash Flows for the Three Month Ended December 31, 2022 and 2021 (unaudited)	F-6
	Notes to Financial Statements	F-7
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		6
Item 1.	Legal Proceedings	6
Item 1A.	Risk Factors	6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3.	Defaults Upon Senior Securities	6
Item 4.	Mine Safety Disclosures	6
Item 5.	Other Information	6
Item 6.	Exhibits	7
SIGNATURES		8


	December 31, 2022		September 30, 2022
	(Unaudited)
ASSETS
Current Assets
Cash	$	—	$	—
Deferred offering costs associated with initial public offering		231,222		205,260
Total Assets	$	231,222	$	205,260

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accrued expenses	$	—	$	2,224
Note payable – related party		256,627		228,246
Total current liabilities		256,627		230,470

Total Liabilities		256,627		230,470

SHAREHOLDERS' EQUITY (DEFICIT)
Ordinary shares, $0.000125 par value; 800,000,000 shares authorized; 1,725,000 shares issued and outstanding ⁽¹⁾		216		216
Additional paid-in capital		24,784		24,784
Accumulated deficit		(50,405)		(50,210)
Total Shareholders' Equity (Deficit)		(25,405)		(25,210)
Total Liabilities and Shareholders' Equity (Deficit)	$	231,222	$	205,260


	Three months ended December 31,
	2022		2021
Expenses
Formation and operating costs	$	195	$	210
Net loss	$	(195)	$	(210)

Weighted average shares outstanding, basic and diluted⁽¹⁾		1,500,000		1,391,304

Basic and diluted net loss per share	$	0.00	$	0.00


				ADDITIONAL
	ORDINARY SHARES			PAID-IN		ACCUMULATED		TOTAL SHAREHOLDERS‘
	SHARES	AMOUNT		CAPITAL		DEFICIT		EQUITY (DEFICIT)
Balance – September 30, 2021	1,000,000	$	125	$	—	$	(47,492)	$	(47,367)
Issuance of Founder shares⁽¹⁾	725,000		91		24,784		—		24,875
Net loss	—		—		—		(210)		(210)
Balance – December 31, 2021	1,725,000	$	216	$	24,784	$	(47,702)	$	(22,702)

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)


	Three months ended December 31,
	2022		2021
Cash flows from operating activities
Net loss		(195)		(210)
Adjustments to reconcile net loss to net cash provided by operating activities:
Formation and operating costs paid by related party		195		210
Net cash provided by operating activities		—		—

Cash flows from financing activities
Proceeds from issuance of Founder shares		—		24,875
Proceeds from note payable with related party		28,186		74,542
Payment of deferred offering costs by related party		(28,186)		(99,417)
Net cash used in financing activities		—		—

Net increase in cash		—		—
Cash– beginning of the period		—		—
Cash – end of the period	$	—	$	—


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)

2
Date: March 24, 2023	Mars Acquisition Corp.

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

SEC Form 10-Q filed by Mars Acquisition Corp.