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): August 7, 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

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):

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:

Item3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 7, 2024, Metal Sky Star Acquisition Corporation, a Cayman Islands business company, (“MSSA” or 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 (units, ordinary shares, warrants, and rights) would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on August 16, 2024 due to the Company’s non-compliance with 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. Accordingly, the Company intends to timely request a hearing before the Panel. The hearing request will result in a stay of any suspension or delisting action pending the hearing.

In addition, as previously disclosed, on May 31, 2024, Nasdaq notified the Company that since it failed to timely file its Form 10-K (the “Form 10-K”) for the period ended December 31, 2023, and its Form 10-Q (the “Form 10-Q”) for the period ended March 31, 2024, as required under Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the SEC. The Form 10-K and Form 10-Q have not yet been filed. Pursuant to Listing Rule 5810(d)(2), this deficiency serves as an additional and separate basis for delisting, and as such, the Company would be required to address this concern before the Panel if it appeals Staff’s determination as well.

On August 13, 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.

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 August 12, 2024 by the undersigned, hereunto duly authorized.

Exhibit99.1

MetalSky Star Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Delayed Filings and Failure to Close One Or More BusinessCombinations

New York, NY, August 13, 2024 (GLOBE NEWSWIRE) — Metal Sky Star Acquisition Corporation (Nasdaq: MSSA) (the “Company”) announced that it has received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that as a result of its failure to 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, in accordance with Nasdaq rule IM-5101-2; and subsequently, the Company fails to timely file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 (the “Form 10-Q”) and Annual Report on Form 10-K for the period ended December 31, 2023 (the “Delayed Filings”) in accordance with Nasdaq Listing Rule 5250(c)(1), the Company’s securities (units, ordinary shares, warrants, and rights) would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on August 16, 2024, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”).

As reported by the Company in its Form 12b-25 filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2024, and May 16, 2024, the Company was unable to file its Form 10-K and Form 10-Q within the prescribed time period without unreasonable effort or expense. The extension period provided under SEC Rule 12b-25 expired.

The Company submitted its plan to regain compliance with the Nasdaq Listing Rule on July 30, 2024. The Delayed Filings serves as an additional and separate basis for delisting, and as such, the Company should address this concern before the Panel if it appeals staff’s determination. Pursuant to the Notice, the Company has until August 14, 2024 to requests an appeal of the determination. A request for a hearing regarding the delinquent filings will stay the suspension of the Company’s securities for a period of 15 days from the date of the request. When the Company requests a hearing, it may also request a stay of the suspension, pending the hearing. A panel will review the request for an extended stay and notify the Company of its conclusion as soon as is practicable but in any event no later than 15 calendar days following the deadline to request the hearing.

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