Metal Sky Star Acquisition Corp 8-K, filed Jan 5, 2026
Metal Sky Star Acquisition Corp (MSSAF)
About this 8-K
Metal Sky Star Acquisition Corp filed this 8-K on January 5, 2026, reporting on events of January 2, 2026.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 30, 2025, Metal Sky Star held an Extraordinary General Meeting of its shareholders. At the Extraordinary General Meeting, the shareholders approved certain amendments to Metal Sky Star’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) as described in further detail in Item 5.07 of this Current Report on Form 8-K. The proposed amendments to the Company’s Amended and Restated Memorandum and Articles of Association approved by the Company’s shareholders were to extend the date by which the Company has to consummate a business combination up to twelve (12) times from January 5, 2026 to January 5, 2027 (the “Extension Proposal”).
The Extension Proposal is described in more detail in Metal Sky Star’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 8, 2025 (the “Proxy Statement”). The final voting results for each of the proposals are indicated below. On December 30, 2025, following the approval of the proposals described above, the Company adopted the amendments to the Amended and Restated Memorandum and Articles of Association. The foregoing description is qualified in its entirety by reference to the amendments to the Amended and Restated Memorandum and Articles of Association, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Extraordinary General Meeting held on December 30, 2025, there were 3,214,886 ordinary shares of Metal Sky Star present in person or represented by proxy, representing 98.45% of the outstanding ordinary shares of Metal Sky Star as of December 3, 2025, the record date for the Extraordinary General Meeting, and constituting a quorum for the transaction of business. At the Extraordinary General Meeting, each of the proposals described below was approved by the Company’s shareholders of record. The final results for the votes regarding each proposal are set forth in the following tables. Each of the proposals is described in detail in the Company’s Proxy Statement.
Proposal 1 (Extension Proposal):
To amend the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate a business combination up to twelve (12) times (the “Extended Date”), each such extension for an additional one-month period (each an “Extension”), from January 5, 2026 to January 5, 2027, and waive the monthly extension fee, by amending the Amended and Restated Memorandum and Articles of Association to delete the existing Article 36.2 thereof and replacing it with the new Article 36.2 in the form set forth in Annex A of the accompanying Proxy Statement.
| For | Against | Abstain | ||||||||
| Extension Proposal | 3,209,008 | 5,878 | 0 | |||||||
Proposal 2 (Trust Amendment Proposal):
To amend the investment management trust agreement, dated March 30, 2022, as amended on October 31, 2023, November 12, 2024 and April 2, 2025, (the “Trust Agreement”), by and among the Company, Wilmington Trust, N.A., as trustee, and Vstock Transfer LLC, to reflect the Extension Proposal.
| For | Against | Abstain | ||||||||
| Trust Amendment Proposal | 3,209,008 | 5,878 | 0 | |||||||
Proposal 3 (Adjournment Proposal):
To direct, by an ordinary resolution, the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve any of the foregoing proposals.
| For | Against | Abstain | ||||||||
| Adjournment Proposal | 3,209,008 | 5,878 | 0 | |||||||
Because other proposals had received the requisite approval, this Proposal 3 was rendered moot and not voted at the Extraordinary General Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amendments to the Amended and Restated Memorandum and Articles of Association | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 as of January 5, 2026 by the undersigned hereunto duly authorized.
| METAL SKY STAR ACQUISITION CORPORATION | ||
| By: | /s/ Wenxi He | |
Wenxi He Chief Executive Officer and Director | ||
Exhibit 3.1
Amendments to the Amended and Restated Memorandum and Articles of Association
Proposal 1 – Extension Proposal
The Amended and Restated Memorandum and Articles of Association of Metal Sky Star Acquisition Corporation shall be amended by deleting Article 36.2 in its entirety and replacing it with the following:
“36.2 In the event that the Company does not consummate its initial Business Combination by January 5, 2026 (the “Deadline”), the Company may, but is not obliged to, extend the period of time to consummate the Business Combination up to twelve (12) additional times, each by a period of one month (the “Extension”), from January 5, 2026 to January 5, 2027 (the “Extended Date”), provided that if the Company exercises the Extension, the Sponsor, or its designee or assignee, will not be required to deposit any funds into the Trust Account. In the event that the Company does not consummate a Business Combination by the Extended Date, such failure shall trigger an automatic redemption of the Public Shares (an Automatic Redemption Event) and the directors of the Company shall take all such action necessary (i) as promptly as reasonably possible but no more than ten (10) Business Days thereafter to redeem the Public Shares or distribute the Trust Account to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share Redemption Price; and (ii) as promptly as practicable, to cease all operations except for the purpose of making such distribution and any subsequent winding up of the Company’s affairs. In the event of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their Public Shares.”