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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): October 1, 2024
METAL
SKY STAR ACQUISITION CORPORATION
(Exact
name of registrant as specified in its charter)
Cayman
Islands |
|
001-41344 |
|
N/A |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
221
River Street, 9th Floor, |
|
|
Hoboken,
New Jersey |
|
07030 |
(Address
of principal executive offices) |
|
(Zip
Code) |
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):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
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,
each consisting of one Ordinary Share, $0.001 par value, one redeemable warrant, and one right |
|
MSSAU |
|
The
Nasdaq Stock Market LLC |
Ordinary
Shares, $0.001 par value |
|
MSSA |
|
The
Nasdaq Stock Market LLC |
Redeemable
warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share |
|
MSSAW |
|
The
Nasdaq Stock Market LLC |
Rights
to receive one-tenth (1/10th) of one Ordinary Share |
|
MSSAR |
|
The
Nasdaq Stock Market LLC |
Item
7.01. Regulation FD Disclosure
On
October 1, 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.
Item
9.01. Financial Statements and Exhibits
(d)
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 September 30, 2024 by the undersigned, hereunto duly authorized.
Dated:
October 1, 2024 |
Metal
Sky Star Acquisition Corporation |
|
|
|
|
By: |
/s/
Olivia He |
|
Name: |
Olivia
He |
|
Title: |
Chief
Executive Officer |
Exhibit
99.1
Metal
Sky Star Acquisition Corporation entered into a non-binding letter of intent to acquire Okidoki OÜ.
NEW
YORK, October 1, 2024 (GLOBE NEWSWIRE) – Metal Sky Star Acquisition Corporation (the “Company”) today announced
that it has entered into a non-binding letter of intent (“LOI”) for a business combination with Okidoki OÜ (“Okidoki”).
Founded in 2007, Okidoki has become one of Estonia’s largest and most popular general classifieds platform. Serving as a trusted
marketplace for both individuals and businesses, the platform boasts over 800,000 registered users, including more
than 2,000 business accounts. As a vital marketplace for the Estonian community,
Okidoki is poised for expansion into new countries.
Under
the terms of the LOI, the Company and Okidoki would become a combined entity. Okidoki’s
existing equity holders would roll 100% of their equity into the combined public company,
based on a total equity value of $120 million for Okidoki. The Company expects to announce additional details regarding the proposed
business combination when a definitive agreement is executed, which is expected in the fourth quarter of 2024.
“We
are excited to announce this LOI with Okidoki,” said Wenxi He, CEO of the Company.
“Okidoki is one of the leading general classifieds platforms in Estonia, and we believe that this transaction will enable
the firm to access more capital and move towards listing on Nasdaq, driving further
growth and innovation.”
“We
are excited to enter this partnership to meet our commitment to focus on the expansion into new markets,” said Sergei Tsastsin,
managing board member of Okidoki. “Leveraging our robust infrastructure, strong brand recognition, and scalable technology,
the platform is well-positioned to replicate its success in other markets, offering investors a compelling opportunity to participate
in its growth trajectory.”
There
are no guarantees that the parties will successfully
negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently
contemplated, or at all. Any transaction would be subject to board and equity holder
approval of both companies, regulatory approvals and other customary conditions.
ABOUT
METAL SKY STAR ACQUISITION CORPORATION
The
Company is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
IMPORTANT
INFORMATION AND WHERE TO FIND IT
If
a legally binding definitive agreement with respect to the proposed business combination is executed, the Company intends to file a preliminary
proxy statement (a “Deal Proxy Statement”) with the U.S. Securities and Exchange Commission’s (the “SEC”).
A definitive Deal Proxy Statement will be mailed to stockholders of the Company as of a record date to be established for voting on the
proposed transaction. Stockholders will also be able to obtain a copy of the Deal Proxy Statement, without charge, by directing a request
to: Metal Sky Star Acquisition Corporation, 221 River Street, 9th Floor, Hoboken, New Jersey. The preliminary and definitive Deal Proxy
Statements, once available, can also be obtained, without charge, at the SEC’s website, www.sec.gov.
This
communication may be deemed to be offering or solicitation material in respect of the proposed transaction, which will be submitted to
the stockholders of the Company for their consideration. The Company urges investors, stockholders and other interested persons to carefully
read, when available, the preliminary and definitive Deal Proxy Statement as well as other documents filed with the SEC (including any
amendments or supplements to the Deal Proxy Statement, as applicable), in each case, before making any investment or voting decision
with respect to the proposed transaction, because these documents will contain important information about the Company, Okidoki and the
proposed transaction.
PARTICIPANTS
IN THE SOLICITATION
The
Company and its directors, executive officers other members of management and employees may be considered participants in the solicitation
of proxies with respect to the potential transaction described herein under the rules of the SEC. Information about the directors and
executive officers of the Company is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2023, which was filed with the SEC on August 30, 2024. Information regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the stockholders in connection with the potential transaction and a description of their direct and
indirect interests, by security holdings or otherwise, will be set forth in the Deal Proxy Statement when it is filed with the SEC. These
documents can be, once available, obtained free of charge from the sources indicated above.
NO
OFFER OR SOLICITATION
This
press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect
of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom.
FORWARD-LOOKING
STATEMENTS
This
press release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on
the Company’s current expectations and are subject to numerous conditions, risks and uncertainties, which could cause actual results
to differ materially from those reflected in the statements, many of which are beyond the control of the Company, including those set
forth in the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with
the SEC on August 30, 2024, and the Company’s quarterly reports on Form 10-Q filed with the SEC, each available on the SEC’s
website, www.sec.gov. Investors are cautioned that any forward-looking statements are not guarantees of future performance and
actual results or developments may differ materially from the projections in the forward-looking statements. The Company undertakes no
obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts
Wenxi
He
Chief
Executive Officer
olivia.he@gmail.com
olivia@metalskystar.com
Source:
Metal Sky Star Acquisition Corporation
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