8-K

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)

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

NotApplicable

(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):

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:

Item8.01 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.

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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.

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