Exhibit 10.6


 


MARS ACQUISITION CORP.


 


October 20, 2021


 


Mars Capital Holding Corporation


Attn: Shanchun Huang


 


RE: Securities Subscription Agreement


 


Ladies and Gentlemen:


 


This agreement (this “Agreement”)
is entered into on October 20, 2021, by and between Mars Capital Holding Corporation, a BVI business company limited by shares (the
 “Subscriber” or “you”), and Mars Acquisition Corp., a Cayman Islands exempted company (the “Company”,
 “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber
has made to subscribe for and purchase 1,423,125 ordinary shares (the “Shares”), $0.0001 par value per share (the “Ordinary
Shares”), up to 185,625 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”)
of units (“Units”) of the Company, if any, do not fully exercise their over-allotment option (the “Over-allotment
Option”). The Company’s and the Subscriber’s agreements regarding such Shares are as follows:


 


1. Subscription for Shares.


 


For the sum of $16,500 (the “Purchase
Price”), which the Subscriber or an affiliate of the Subscriber shall have paid on behalf of the Company to cover Company expenses,
the Company hereby issues and sells the Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from
the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. All references in this Agreement
to shares of the Company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands
law.


 


2. Representations, Warranties and Agreements.


 


2.1 The Subscriber’s Representations,
Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and
warrants to the Company and agrees with the Company as follows:


 


2.1.1 No Government Recommendation or
Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement
of the offering of the Shares.


 


2.1.2 No Conflicts. The execution,
delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate,
conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement,
indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber
is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.


 


2.1.3 Organization and Authority. The
Subscriber is a company limited by shares, validly existing and in good standing under the laws of the British Virgin Islands, and possesses
all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery
by you, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with
its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting
the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is
sought in a proceeding at law or in equity).


 






     


     


    

 


2.1.4 Experience, Financial Capability
and Suitability. The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits
of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period
of time because the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.
The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own
interests. The Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective
registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. The Subscriber
is able to bear the economic risks of an investment in the Shares and to afford a complete loss of the Subscriber’s investment in
the Shares.


 


2.1.5 Access to Information; Independent
Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive
answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and
prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained.
In determining whether to make this investment, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding
of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant
to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations
which were not furnished pursuant to this Section 2 and the Subscriber has not relied on any other representations or information
in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.


 


2.1.6 Regulation D Offering. The
Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D
under the Securities Act and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable
to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar
exemptions under state law.


 


2.1.7 Investment Purposes. The
Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for the account or
benefit of any other person, and not with a view towards the distribution or dissemination thereof in violation of the registration requirements
of the Securities Act. The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising
within the meaning of Rule 502 under the Securities Act.


 


2.1.8 Restrictions on Transfer; Shell
Company. The Subscriber understands the Shares are being offered in a transaction not involving a public offering within the
meaning of the Securities Act. The Subscriber understands the Shares will be “restricted securities” within the meaning of
Rule l44(a)(3) under the Securities Act, and the Subscriber understands that the certificates representing the Shares will contain
a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares,
such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act
or (ii) an available exemption from registration. The Subscriber agrees that if any transfer of its Shares or any interest therein
is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion
of counsel satisfactory to the Company as described in Section 5.1 below. Absent registration or an exemption, the Subscriber agrees
not to resell the Shares. The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available
to the Subscriber for the resale of the Shares until at least one year following consummation of the initial business combination of the
Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.1.9 No Governmental Consents. No
governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of the Subscriber
in connection with the transactions contemplated by this Agreement.


 


2.2 The Company’s Representations,
Warranties and Agreements. To induce the Subscriber to subscribe for and purchase the Shares, the Company hereby represents and
warrants to the Subscriber and agrees with the Subscriber as follows:


 






     


     


    

 


2.2.1 Organization and Power. The
Company is a Cayman Islands exempted company and is qualified to do business in every jurisdiction in which the failure to so qualify
would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company.
The Company possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.2.2 No Conflicts. The execution,
delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate,
conflict with or constitute a default under (i) the memorandum and articles of association of the Company, (ii) any agreement,
indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which the Company is
subject, or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3 Title to Securities. Upon
issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the
Shares will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant
to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the
Shares, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under
other agreements to which the Shares may be subject, (ii) transfer restrictions under federal and state securities laws, and (iii) liens,
claims or encumbrances imposed due to the actions of the Subscriber.


 


2.2.4 No Adverse Actions. There
are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to restrain,
enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity
or legality of any transactions or seek to recover damages or to obtain other relief in connection with any transactions.


 


3. Forfeiture of Shares.


 


3.1 Partial or No Exercise of the Over-allotment
Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges
and agrees that it shall forfeit any and all rights to such number of Shares (up to an aggregate of 185,625 Shares and pro rata based
upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the number of Ordinary Shares
will equal 20% of the issued and outstanding Ordinary Shares immediately following the IPO.


 


3.2 Termination of Rights as Shareholder. If
any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber (or successor in interest)
shall no longer have any rights as a holder of such forfeited Shares, and the Company shall take such action as is appropriate to cancel
such Shares.


 


4. Waiver of Liquidation Distributions; Redemption Rights. In
connection with the Shares subscribed for and purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title,
interest or claim of any kind in, or to any distributions by the Company from, the trust account which will be established for the benefit
of the Company’s public shareholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust
Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business
combination. For purposes of clarity, in the event the Subscriber purchases securities in the IPO or in the aftermarket, any Shares so
purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the
right to redeem any Ordinary Shares for funds held in the Trust Account upon the successful completion of an initial business combination.


 


5. Restrictions on Transfer.


 


5.1 Restrictive Legends. Any
certificates representing the Shares shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL
(WHICH THE COMPANY MAY WAIVE), IS AVAILABLE.”


 






     


     


    

 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN THE LETTER AGREEMENT BY AND BETWEEN THE COMPANY AND THE SPONSOR.”


 


5.2 Additional Shares or Substituted Securities. In
the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than Ordinary Shares,
a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the outstanding
Ordinary Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason
of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible
shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities
or property shall be made to the number and/or class of Shares subject to this Section 5 and Section 3.


 


5.3 Registration Rights. The
Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities
Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement
to be entered into with the Company prior to the closing of the IPO.


 


6. Other Agreements.


 


6.1 Further Assurances. The Subscriber
agrees to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this
Agreement.


 


6.2 Notices. All notices, statements
or other documents which are required or contemplated by this Agreement shall be in writing and delivered: (i) personally or sent
by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated
in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated
in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such
other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be
deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.


 


6.3 Entire Agreement. This Agreement,
together with the letter agreement dated as of the closing of the IPO between the Subscriber and the Company, substantially in the form
included as an exhibit to the Registration Statement on Form S-1, embodies the entire agreement and understanding between the
Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth
in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.


 


6.4 Modifications and Amendments. The
terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.


 


6.5 Waivers and Consents. The
terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed
by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute
a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent
shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver
or consent.


 






     


     


    

 


6.6 Assignment. The rights and
obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.


 


6.7 Benefit. All statements,
representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the
benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create
any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this
Agreement.


 


6.8 Governing Law. This Agreement
and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of
New York applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles
thereof.


 


6.9 Severability. In the event
that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall
be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it reasonable
and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision,
or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.


 


6.10 No Waiver of Rights, Powers and Remedies. No
failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the
parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right,
power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power
or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder.
The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies.
No notice to or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand
to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such
notice or demand to any other or further action in any circumstances without such notice or demand.


 


6.11 Survival of Representations and Warranties. All
representations and warranties made by the parties hereto in this Agreement or in any other agreement, certificate or instrument provided
for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf of the parties.


 


6.12 No Broker or Finder. Each
of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant has acted on its behalf
in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other. Each
of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other compensation by
any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party and to bear the
cost of legal expenses incurred in defending against any such claim.


 


6.13 Headings and Captions. The
headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or
affect the meaning or construction of any of the terms or provisions hereof.


 


6.14 Counterparts. This Agreement
may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties
need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic
delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such signature page were an original thereof.


 






     


     


    

 


6.15 Construction. The parties
hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise
favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,”
 “includes,” and “including” will be deemed to be followed by “without limitation.”
Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will
be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
 “herein,” “hereof,” “hereby,” “hereunder,” and words of similar
import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.


 


The parties hereto intend that each representation, warranty, and covenant
contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained
herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless
of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party
hereto is in breach of the first representation, warranty, or covenant.


 


6.16 Mutual Drafting. This Agreement
is the joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of such parties and shall not be construed for or against any party hereto.


 


7. Voting and Tender of Shares. The Subscriber agrees
to vote the Shares in favor of an initial business combination that the Company negotiates and submits for approval to the Company’s
shareholders and shall not seek redemption with respect to such Shares. Additionally, the Subscriber agrees not to tender any Shares in
connection with a tender offer presented to the Company’s shareholders in connection with an initial business combination negotiated
by the Company.


 


[Signature Page Follows]


 






     


     


    

 


If the foregoing accurately sets forth our understanding and agreement,
please sign the enclosed copy of this Agreement and return it to us.


  


	 	Very truly yours,
	 	 
	 	Mars Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:	Karl Brenza
	 	 	Title:	Chief Executive Officer


 


Accepted and agreed as of the date first written above.


 


	 	 	 
	Mars Capital Holding Corporation


 


	 	 	 
	By:	 	 
	 	Name:	 	Shanchun Huang	 
	 	Title:	 	 	 


 


[Signature Page to Securities Subscription
Agreement]