UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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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) |
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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 | |
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