8-K
Metal Sky Star Acquisition Corp (MSSAF)
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 5, 2024
METAL
SKY STAR ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41344 | N/A |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 221 River Street, 9th Floor, | ||
| --- | --- | |
| Hoboken, New Jersey | 07030 | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
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):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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,<br> each consisting of one Ordinary Share, $0.001 par value, one redeemable warrant, and one right | MSSAU | The<br> Nasdaq Stock Market LLC |
| Ordinary<br> Shares, $0.001 par value | MSSA | The<br> Nasdaq Stock Market LLC |
| Redeemable<br> warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share | MSSAW | The<br> Nasdaq Stock Market LLC |
| Rights<br> to receive one-tenth (1/10th) of one Ordinary Share | MSSAR | The<br> Nasdaq Stock Market LLC |
Item3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 5, 2024, Metal Sky Star Acquisition Corporation, a Cayman Islands business company, (“MSSA” or the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that as a result of its failure to timely file its Quarterly Report on Form 10-Q (the “Form 10-Q”) for the quarterly period ended June 30, 2024 (the “Delayed Filing”) in accordance with Nasdaq Listing Rule 5250(c)(1), and failure to have at least 400 public holders for continued listing on the Nasdaq Global Market, both of these matters serve as separate and additional basis for delisting the Company’s securities (units, ordinary shares, warrants, and rights), which will be considered by the Nasdaq Hearings Panel (the “Panel”) in a hearing (the “Hearing”) scheduled on September 19, 2024. The Company will present its views with respect to the additional deficiencies to the Panel and intends to cure the additional deficiencies before September 19, 2024.
On September 11, 2024, the Company issued a press release regarding receipt of the Notice. The press release is furnished as Exhibit 99.1 hereto.
Item9.01. Financial Statements and Exhibits.
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press Release dated September 11, 2024 |
| 104 | Cover<br> 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 on September 11, 2024 by the undersigned, hereunto duly authorized.
| Dated:<br> September 11, 2024 | Metal Sky Star Acquisition Corporation | |
|---|---|---|
| By: | /s/ Olivia He | |
| Name: | Olivia<br> He | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
MetalSky Star Acquisition Corporation Announces Receipt of Additional Determination from Nasdaq Regarding Delayed Filing and Public HoldersDeficiencies
New York, NY, September 11, 2024 (GLOBE NEWSWIRE) — Metal Sky Star Acquisition Corporation (Nasdaq: MSSA) (the “Company”) announced that it has received a notice (the “Notice”) dated September 5, 2024, from The Nasdaq Stock Market LLC (“Nasdaq”) stating that as a result of its failure to timely file its Quarterly Report on Form 10-Q (the “Form 10-Q”) for the quarterly period ended June 30, 2024 (the “Delayed Filing”) in accordance with Nasdaq Listing Rule 5250(c)(1), and failure to have at least 400 public holders for continued listing on the Nasdaq Global Market, both of these matters serve as separate and additional basis for delisting the Company’s securities (units, ordinary shares, warrants, and rights), which will be considered by the Nasdaq Hearings Panel (the “Panel”) in a hearing (the “Hearing”) scheduled on September 19, 2024. The Company will present its views with respect to the additional deficiencies to the Panel and intends to cure the additional deficiencies before September 19, 2024.
AboutMetal Sky Star Acquisition Corporation
Metal Sky Star Acquisition Corporation is a blank check company formed under the laws of the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
ForwardLooking Statements
This press release contains statements that constitute “forward-looking statements”. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Company Contacts:
Wenxi He
Chairman and Chief Executive Officer
221 River Street, 9th Floor,
Hoboken, NJ 07030
Email: Olivia.he@gmail.com
Source: Metal Sky Star Acquisition Corporation