MSSAW Metal Sky Star Acquisition Corporation

 

 

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

 

November 12, 2024

Date of Report (Date of earliest event reported)

 

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)		(I.R.S. 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: 201-721-8789

 

N/A

(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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

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

 

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. ☐

 

 

 

Item 1.01. Entry Into a Material Definitive Agreement

 

Amendment to the Investment Management Trust Agreement

 

As approved by its shareholders at the extraordinary general meeting of stockholders held on November 12, 2024 (the “Extraordinary General Meeting”), Metal Sky Star Acquisition Corporation (“MSSA” or the “Company”) entered into an amendment (the “Trust Amendment”) to the Investment Management Trust Agreement, with Wilmington Trust, N.A., as trustee, and Vstock Transfer LLC (the “Trust Agreement”) dated March 30, 2022, as amended on October 31, 2023. Pursuant to the Trust Amendment, MSSA has the right to extend the time for MSSA to complete its initial business combination (the “Business Combination Period”) for a period of eight additional one-month period from August 5, 2024 to April 5, 2025, by depositing into MSSA’s trust account (the “Trust Account”) $50,000 (the “Monthly Extension Fee”) for each one-month extension. The foregoing description of the Trust Amendment is qualified in its entirety by reference to the full text of the Trust Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

 

As approved by its shareholders at the Extraordinary General Meeting, MSSA filed the resolution including the amendment to the Amended and Restated Memorandum and Articles of Association (the “Amendment”) with the Cayman Islands General Registry on November 13, 2024. The Amendment extends the date by which MSSA has to consummate a business combination up to eight times, each such extension for an additional one-month period, from August 5, 2024 to April 5, 2025.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1, and is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On November 12, 2024, MSSA held the Extraordinary General Meeting. On October 14, 2024, the record date for the Extraordinary General Meeting, there were 6,407,416 ordinary shares of MSSA entitled to be voted at the Extraordinary General Meeting, of which 5,494,922, or approximately 86.76% of the total outstanding ordinary shares of MSSA, were represented in person or by proxy; therefore, a quorum was present.

 

1. Amended and Restated Memorandum and Articles of Association Amendment

 

Shareholders approved the proposal to amend MSSA’s amended and restated memorandum and articles of association (the “Amended and Restated M&AA”), to extend the date by which MSSA has to consummate a business combination up to eight additional one-month period from August 5, 2024 to April 5, 2025, by amending the Amended and Restated M&AA to delete the existing Article 36.2 thereof and replacing it with the Amendment. Adoption of the Amendment required approval by the affirmative vote of at least two-thirds (2/3) of the issued and outstanding being entitled to vote and which are present (in person or by proxy) at the Extraordinary General Meeting. The voting results were as follows:

 

The voting results were as follows:

 

FOR		AGAINST		ABSTAIN
5,157,538		337,384		0

 

2. Trust Amendment

 

Shareholders approved the proposal to amend the Trust Agreement, giving MSSA the right to extend the Business Combination Period from August 5, 2024 to April 5, 2025 by depositing $50,000 for each one-month period. Adoption of the Trust Amendment required approval by the affirmative vote of at least 65% of the outstanding shares. The voting results were as follows:

 

FOR		AGAINST		ABSTAIN
5,157,538		337,384		0

 

Item 8.01. Other Events.

 

In connection with the shareholders’ vote at the Extraordinary General Meeting, 2,649,965 shares were tendered for redemption.

 

Item 9.01. Financial Statements and Exhibits

 

Exhibit No.		Description
3.1		Resolution including the amendment to the Amended and Restated Memorandum and Articles of Association filed with the Cayman Islands General Registry on November 13, 2024.
10.1		Amendment to the Investment Management Trust Agreement between MSSA, Wilmington Trust, N.A., as trustee, and Vstock Transfer LLC dated November 13, 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: November 14, 2024	Metal Sky Star Acquisition Corporation
	By:	/s/ Wenxi He
	Name:	Wenxi He
	Title:	Chief Executive Officer

 

 

 

 

 

Exhibit 3.1

 

 

 

 

 

 

 

 

Exhibit 10.1

 

AMENDMENT TO THE INVESTMENT TRUST AGREEMENT

 

November 13, 2024

 

THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 12, 2024, by and between Metal Sky Star Acquisition Corp., a Cayman Islands corporation (the “Company”), Wilmington Trust, National Association, a national banking association (the “Trustee”), and Vstock Transfer LLC, as transfer agent for the Company’s securities (“Vstock”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated March 30, 2022, as amended on October 31, 2023, by and between the parties hereto (the “Trust Agreement”).

 

WHEREAS, Section 6(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may only be amended with the approval of the holders of the affirmative vote of sixty-five percent (65%) of the then outstanding Ordinary Shares of the Company voting together as a single class (the “Consent of the Stockholders”);

 

WHEREAS, the Company obtained the Consent of the Stockholders to approve this Amendment; and

 

WHEREAS, the parties desire to amend the Trust Agreement as provided herein.

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

 

1. Amendments to Trust Agreement.

 

(a) The fifth recital to the Trust Agreement is hereby amended and restated as follows:

 

WHEREAS, the Company’s ability to complete a business combination may be extended by up to eight (8) additional increments of one-month each until April 5, 2025, subject to the payment into the Trust Account by the Sponsor (or its designees or affiliates) of an amount for each one-month extension equal $50,000 (the “Monthly Extension Payment”), and which Monthly Extension Payments, if any, shall be added to the Trust Account.

 

(b) The following new recital to the Trust Agreement is hereby inserted as the sixth recital on page 1 of the Trust Agreement

 

WHEREAS, on November 12, 2024, the Company’s stockholders approved an extension of the deadline to consummate an initial Business Combination from August 5, 2024, to April 5, 2025; and

 

(c) Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

 

(i) Commence liquidation of the Trust Account only after and within two business days following (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by an Authorized Representative (as such term is defined below), in coordination with the Company and Vstock and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and other documents referred to therein, or (y) upon the date which is the later of (1) April 5, 2025 and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date as reflected in the records of Vstock; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;

 

 

2. Miscellaneous Provisions.

 

2.1. Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.

 

2.2. Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

 

2.3. Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

 

2.4. Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.

 

2.5. Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

 

2.6. Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

 

[Signature Page to Follow]

 

 

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first set forth above.

 

METAL SKY STAR ACQUISITION CORPORATION
By:	/s/ Wenxi He
Name:	Wenxi He
Title:	Chief Executive Officer

 

WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE
By:	/s/ Amy M. Kohr
Name:	Amy M. Kohr
Title:	Assistant Vice President

 

VSTOCK, LLC
By:	/s/ Jenny Chen
Name:	Jenny Chen
Title:	Compliance Officer

 

 

v3.24.3

Cover	Nov. 12, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 12, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41344
Entity Registrant Name	METAL SKY STAR ACQUISITION CORPORATION
Entity Central Index Key	0001882464
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	221 River Street
Entity Address, Address Line Two	9th Floor
Entity Address, City or Town	Hoboken
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07030
City Area Code	201
Local Phone Number	721-8789
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Ordinary Share, $0.001 par value, one redeemable warrant, and one right
Title of 12(b) Security	Units, each consisting of one Ordinary Share, $0.001 par value, one redeemable warrant, and one right
Trading Symbol	MSSAU
Security Exchange Name	NASDAQ
Ordinary Shares, $0.001 par value
Title of 12(b) Security	Ordinary Shares, $0.001 par value
Trading Symbol	MSSA
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	MSSAW
Security Exchange Name	NASDAQ
Rights to receive one-tenth (1/10th) of one Ordinary Share
Title of 12(b) Security	Rights to receive one-tenth (1/10th) of one Ordinary Share
Trading Symbol	MSSAR
Security Exchange Name	NASDAQ

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