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 June 30, 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)

(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 June 30, 2023 (unaudited) and September 30, 2022	F-3
	Statements of Operations for the Three and Nine Months ended June 30, 2023 and 2022 (unaudited)	F-4
	Statements of Changes in Shareholder’s Equity (Deficit) for the Three and Nine Months ended June 30, 2023 and 2022 (unaudited)	F-5
	Statements of Cash Flows for the Nine Months Ended June 30, 2023 and 2022 (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		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


	June 30, 2023		September 30, 2022
	(Unaudited)
ASSETS
Current Assets
Cash	$	237,945	$	—
Prepaid expenses		204,185		—
Investments held in trust account		71,632,401		—
Deferred offering costs associated with initial public offering		—		205,260
Total Assets	$	72,074,531	$	205,260

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

COMMITMENTS AND CONTINGENCIES
Ordinary shares subject to possible redemption. 6,900,000 shares at redemption value of $10.38 per share		71,632,401		—

SHAREHOLDERS’ EQUITY (DEFICIT)
Ordinary shares, $0.000125 par value; 800,000,000 shares authorized; 2,392,000 and 1,725,000 shares issued and outstanding, respectively⁽¹⁾		299		216
Additional paid-in capital		—		24,784
Retained earnings (accumulated deficit)		441,831		(50,210)
Total Shareholders’ Equity (Deficit)		442,130		(25,210)
Total Liabilities and Shareholders’ Equity (Deficit)	$	72,074,531	$	205,260


	Three months ended June 30,				Nine months ended June 30,
	2023		2022		2023		2022
Operating Expenses
Formation and operating costs	$	155,416	$	405	$	391,047	$	2,503
Net loss from operations		(155,416)		(405)		(391,047)		(2,503)

Other Income
Investment income on trust account		876,604		—		1,252,401		—
Total other income		876,604		—		1,252,401		—

Net income (loss)	$	721,188	$	(405)	$	861,355	$	(2,503)

Weighted average shares outstanding, basic and diluted
Redeemable ordinary shares - basic and diluted		6,900,000		—		3,386,813		—
Non-redeemable ordinary shares - basic and diluted		2,392,000		1,725,000		2,052,392		1,671,886

Basic and diluted net income (loss) per share
Redeemable ordinary shares - basic and diluted	$	0.08	$	0.00	$	0.16	$	0.00
Non-redeemable ordinary shares - basic and diluted	$	0.08	$	0.00	$	0.16	$	0.00


							RETAINED
					ADDITIONAL		EARNINGS
	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		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)
Net loss		—		—		—		(1,888)		(1,888)
Balance – March 31, 2022		1,725,000		216		24,784		(49,590)		(24,590)
Net loss		—		—		—		(405)		(405)
Balance – June 30, 2022		1,725,000	$	216	$	24,784	$	(49,995)	$	(24,995)

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)
Issuance of private placement shares		391,000		49		3,909,951		—		3,910,000
Issuance of representative shares		276,000		34		2,724,893		—		2,724,927
Fair value of rights		—		—		876,833		—		876,833
Offering costs		—		—		(430,921)		—		(430,921)
Remeasurement of ordinary shares subject to redemption		—		—		(6,598,251)		—		(6,598,251)
Net income		—		—		—		140,362		140,362
Balance – March 31, 2023		2,392,000		299		507,289		89,957		597,545
Remeasurement of ordinary shares subject to redemption		—		—		(507,289)		(369,314)		(876,603)
Net income		—		—		—		721,188		721,188
Balance – June 30, 2023		2,392,000	$	299	$	—	$	441,831	$	442,130


	For the three months ended				For the nine months ended
	June 30, 2023				June 30, 2023
	Ordinary		Ordinary		Ordinary		Ordinary
	Shares		Shares Not		Shares		Shares Not
	Subject to		Subject to		Subject to		Subject to
	Redemption		Redemption		Redemption		Redemption
Basic and diluted net income per share
Numerator:
Allocation of net income	$	535,536	$	185,652	$	600,584	$	260,770
Denominator
Basic and diluted weighted average shares outstanding		6,900,000		2,392,000		3,386,813		2,052,392
Basic and diluted net income per share	$	0.08	$	0.08	$	0.18	$	0.13


	For the three		For the nine
	months ended		months ended
	June 30,		June 30,
	2022		2022
	Ordinary		Ordinary
	Shares		Shares
Basic and diluted net loss per share
Numerator:
Allocation of net loss	$	(405)	$	(2,503)
Denominator
Basic and diluted weighted average shares outstanding		1,725,000		1,671,886
Basic and diluted net loss per share	$	0.00	$	0.00


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		7,474,854
Ordinary shares subject to possible redemption	$	71,632,401


Description	Level	June 30, 2023
Assets:
Marketable securities held in Trust Account	1	$	71,632,401


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: July 20, 2023	Mars Acquisition Corp.

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

SEC Form 10-Q filed by Mars Acquisition Corp.