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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): August 7, 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 3.01 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.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
99.1   Press Release dated August 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 on Form 8-K to be signed on its behalf on August 12, 2024 by the undersigned, hereunto duly authorized.

 

Dated: August 13, 2024 Metal Sky Star Acquisition Corporation
     
  By: /s/ Olivia He
  Name: Olivia He
  Title: Chief Executive Officer