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 3, 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: 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 8.01 Other Events
As previously disclosed, Metal Sky Star Acquisition Corporation, a Cayman Islands business company, (“MSSA” or the “Company”), requested a hearing before the Nasdaq Hearings Panel (the “Panel”) to present its plan and requested an extension to evidence compliance with the periodic filing, minimum public shareholders, and business combination period requirements for continued listing on The Nasdaq Global Market (“Nasdaq”). The hearing was held on September 19, 2024.
By letter dated October 3, 2024, the Company was notified that the Panel had granted the Company’s request for continued listing on Nasdaq subject to the Company’s compliance with amendment of its articles of incorporation to extend the deadline by which it must complete a business combination by November 30, 2024.
On October 7, 2024, the Company received a letter from the Office of the General Counsel of The Nasdaq Stock Market LLC notifying the Company that it had regained compliance with the Nasdaq’s periodic filing requirement and the minimum public shareholders requirement. The Company will be subject to a mandatory panel monitor for a period of one (1) year from October 7, 2024. If within that one-year monitoring period, the Nasdaq Listing Qualifications staff (the “Staff”) finds the Company again out of compliance with the periodic filing rule that was the subject of the exception, the Company will not be permitted to provide the Staff with a plan of compliance with respect to that deficiency and Staff will not be permitted to grant additional time for the Company to regain compliance with respect to that deficiency, nor will the Company be afforded an applicable cure or compliance period pursuant to the Nasdaq Listing Rules 5810(c)(3). The Staff will issue a delist determination letter, and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened hearings panel if the initial Panel is unavailable. The Company’s securities may be at that time delisted from the Nasdaq.
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: October 8, 2024 | Metal Sky Star Acquisition Corporation |
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| | By: | /s/ Wenxi He |
| | Name: | Wenxi He |
| | Title: | Chief Executive Officer |
