SEC Comment Letter 0000000000-23-000906 to Mars Acquisition Corp. (MARX, MARXR, MARXU) (CIK 0001892922)
Mars Acquisition Corp. (MARX, MARXR, MARXU) (CIK 0001892922)
Date: Jan. 27, 2023 · CIK: 0001892922 · Accession: 0000000000-23-000906
AI Filing Summary & Sentiment
File numbers found in text: 333-265240
Letter
United States securities and exchange commission logo January 26, 2023 Karl Brenza Chief Executive Officer Mars Acquisition Corp. Americas Tower 1177 Avenue of The Americas Suite 5100 New York, NY 10036 Re:Mars Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed December 9, 2022 File No. 333-265240 Dear Karl Brenza: We have reviewed your amended registration statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our July 25, 2022 letter. Amendment No. 1 to Registration Statement on Form S-1 Cover Page 1.We note your responses to prior comments 2 - 5 and 8 - 9. We further note your cover page disclosure that your Sponsor, a company based in the British Virgin Islands, is "controlled by non-U.S. persons" and your statement on page 10 that the Sponsor is "managed by" your Chairman, Mr. Huang. Please revise to clarify whether your Sponsor is controlled by more than one person, and if so, whether anyone who controls or shares control over the Sponsor is located in or has significant ties to China, Hong Kong or Macau. We may have further comment.
FirstName LastNameKarl Brenza Comapany NameMars Acquisition Corp. January 26, 2023 Page 2 FirstName LastName Karl Brenza Mars Acquisition Corp. January 26, 2023 Page 2 You may contact Stacie Gorman at 202-551-3585 or Mary Beth Breslin at 202-551- 3625 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Fang Liu, Esq.
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United States securities and exchange commission logo
January 26, 2023
Karl Brenza
Chief Executive Officer
Mars Acquisition Corp.
Americas Tower
1177 Avenue of The Americas
Suite 5100
New York, NY 10036
Re:Mars Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 9, 2022
File No. 333-265240
Dear Karl Brenza:
We have reviewed your amended registration statement and have the following
comment. In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our July 25, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.We note your responses to prior comments 2 - 5 and 8 - 9. We further note your cover
page disclosure that your Sponsor, a company based in the British Virgin Islands, is
"controlled by non-U.S. persons" and your statement on page 10 that the Sponsor is
"managed by" your Chairman, Mr. Huang. Please revise to clarify whether your Sponsor
is controlled by more than one person, and if so, whether anyone who controls or shares
control over the Sponsor is located in or has significant ties to China, Hong Kong or
Macau. We may have further comment.
FirstName LastNameKarl Brenza
Comapany NameMars Acquisition Corp.
January 26, 2023 Page 2
FirstName LastName
Karl Brenza
Mars Acquisition Corp.
January 26, 2023
Page 2
You may contact Stacie Gorman at 202-551-3585 or Mary Beth Breslin at 202-551- 3625
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Fang Liu, Esq.