Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 3, 2024

METAL SKY STAR ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands

001-41344

N/A

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

221 River Street, 9th Floor,
Hoboken, New Jersey		07030
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (332) 237-6141

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 of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

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, $0.001 par value, one redeemable warrant, and one right	MSSAU	The Nasdaq Stock Market LLC
Ordinary Shares, $0.001 par value	MSSA	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share	MSSAW	The Nasdaq Stock Market LLC
Rights to receive one-tenth (1/10th) of one Ordinary Share	MSSAR	The Nasdaq Stock Market LLC

Item 8.01 Other Events

As previously disclosed, Metal Sky Star Acquisition Corporation, a Cayman Islands business company, (“MSSA” or the “Company”) filed a preliminary proxy statement on August 6, 2024, seeking to hold an extraordinary general meeting and further extend the period to complete an initial business combination until April 5, 2024. The Company has arranged the sponsor and/or its affiliates to deposit $50,000 into the trust account held for the public shareholders on August 8, 2024, and September 3, 2024, respectively. The Company intends to hold the extraordinary general meeting as soon as practicable to further extend the business combination period and provide public shareholders with the rights to redeem their shares.

Furthermore, as previously disclosed, the Company received a notice (the “Notice”) from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s securities would be subject to suspension and delisting from The Nasdaq Capital Market due to the Company’s non-compliance with (i) Nasdaq IM-5101-2, which requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement, or such shorter time that the Company specifies in its articles of association, as amended, and (ii) Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission. The Company timely requested a hearing before the Panel, which is scheduled for September 19, 2024. The Company also filed the annual report on Form 10-K for the fiscal year ended December 31, 2023, on August 30, 2024, and will file the quarterly reports as soon as possible.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf on September 3, 2024 by the undersigned, hereunto duly authorized.

Dated: September 3, 2024	Metal Sky Star Acquisition Corporation

	By:	/s/ Olivia He
	Name:	Olivia He
	Title:	Chief Executive Officer

Cover	Sep. 03, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 03, 2024
Entity File Number	001-41344
Entity Registrant Name	METAL SKY STAR ACQUISITION CORPORATION
Entity Central Index Key	0001882464
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	221 River Street
Entity Address, Address Line Two	9th Floor
Entity Address, City or Town	Hoboken
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07030
City Area Code	(332)
Local Phone Number	237-6141
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Ordinary Share, $0.001 par value, one redeemable warrant, and one right
Title of 12(b) Security	Units, each consisting of one Ordinary Share, $0.001 par value, one redeemable warrant, and one right
Trading Symbol	MSSAU
Security Exchange Name	NASDAQ
Ordinary Shares, $0.001 par value
Title of 12(b) Security	Ordinary Shares, $0.001 par value
Trading Symbol	MSSA
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	MSSAW
Security Exchange Name	NASDAQ
Rights to receive one-tenth (1/10th) of one Ordinary Share
Title of 12(b) Security	Rights to receive one-tenth (1/10th) of one Ordinary Share
Trading Symbol	MSSAR
Security Exchange Name	NASDAQ