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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.

 

2
 

 

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

 

3

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Sep. 03, 2024
Document Type 8-K
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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
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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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
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