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): November 4, 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: 201-721-8789
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<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 |
Item7.01. Regulation FD Disclosure
On November 4, 2024, Metal Sky Star Acquisition Corporation, a Cayman Islands business company, (“MSSA” or the “Company”) issued a press release announcing its entry into a letter of intent for a business combination. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.
Item9.01. Financial Statements and Exhibits
(d)Exhibits:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated November 4, 2024 |
| 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 to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated:<br> November 4, 2024 | Metal Sky Star Acquisition Corporation | |
|---|---|---|
| By: | /s/ Wenxi He | |
| Name: | Wenxi<br> He | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
MetalSky Star Acquisition Corporation Announces LOI with Fedilco Group Limited
NEW YORK, November 4, 2024 - Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company (NASDAQ: MSSA) (“Metal Sky Star” or the “Company”), announced today that it has entered into a letter of intent (the “LOI”) with Fedilco Group Limited, a Cyprus-based company (“Fedilco”) holding an 80% equity interest in Viva Armenia Closed Joint-Stock Company, an Armenia-based telecom company (“Viva”). Pursuant to the LOI, Metal Sky Star expresses interest in acquiring all the issued and outstanding shares of Fedilco. The parties will seek necessary permissions and/or approvals from the Republic of Armenia’s state authorities for the proposed transaction.
Viva stands out as the sole telecom company in Armenia included in the country’s Top 10 taxpayers list, underscoring its economic impact and significant contributions to national development. Viva currently has over 2.3 million unique subscribers (2,327,684) and holds a 61% share by active subscribers and 58.18% by total revenue in Armenia’s telecom market. Viva’s team comprises 1,132 employees who support Viva’s mission to make mobile services widely accessible, ensuring subscribers stay connected both locally and globally.
Viva has established roaming partnerships with 529 operators across 192 countries, demonstrating a strong commitment to maintaining connections for its customers worldwide. It also pioneered corporate social responsibility (“CSR”) as a management model in Armenia’s telecom industry, guided by ISO 26000 standards on community impact and sustainability.
“We are excited to announce this LOI with Fedilco,” said Wenxi He, CEO of Metal Sky Star. “Viva is recognized as a trusted telecom market leader across Armenia, celebrated for its extensive reach and customer-first approach. We are confident that this partnership will position us well to capture Armenia’s economic growth trajectory and create added value for our shareholders.”
AboutMetal Sky Star Acquisition Corporation
Metal Sky Star Acquisition Corporation is a blank check company formed under Cayman Islands law to effect mergers, share exchanges, asset acquisitions, stock purchases, reorganizations, or similar business combinations with one or more businesses.
AboutFedilco Group Limited
Fedilco Group Limited, incorporated in Cyprus, is the controlling shareholder of Viva, the most valuable company in Armenia’s telecom sector and a model of innovation in the telecom industry.
Forward-LookingStatements
This press release includes “forward-looking statements” concerning the proposed transaction with Fedilco. Forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the control of the Company, as outlined in the Company’s annual report for the fiscal year ending December 31, 2023, filed with the SEC on August 30, 2024, and available at www.sec.gov. The Company is under no obligation to update these statements for revisions or changes after the release date unless required by law.
CompanyContacts:
Wenxi He
Chief Executive Officer
221 River Street, 9th Floor,
Hoboken, New Jersey
(201) 721-8789
| Email: | olivia.he@gmail.com |
|---|---|
| olivia@metalskystar.com |
Source: Metal Sky Star Acquisition Corporation