UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed
by the Registrant ☒ |
Filed
by a Party other than the Registrant ☐ |
Check
the appropriate box:
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Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material Under Rule 14a-12 |
Metal
Sky Star Acquisition Corporation
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required. |
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Fee
paid previously with preliminary materials. |
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Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
METAL
SKY STAR ACQUISITION CORPORATION
132 West 31st Street, 9th Floor
New York, NY 10001
(332)
237-6141
NOTICE
OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO
BE HELD ON______ , 2023
TO
THE SHAREHOLDERS OF METAL SKY STAR ACQUISITION CORPORATION:
You
are cordially invited to attend the 2023 Annual General Meeting of shareholders of Metal Sky Star Acquisition Corporation (“Metal
Sky Star,” “Company,” “we,” “us” or “our”) to be held at 10:00 a.m. Eastern Time
on _____, 2023 (the “Annual General Meeting”). The Annual General Meeting will be held in the
offices of the Company’s counsel, Becker & Poliakoff P.A., at 45 Broadway, 17th Floor, New York, NY 10006.
As
an annual general meeting of the Company’s shareholders, the Annual General Meeting is being held for the purpose of considering
and voting upon the following proposals:
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1. |
a
proposal to elect five directors to serve as members of the Board of Directors to hold office until the next annual meeting of shareholders
or until their respective successors have been elected and qualified (the “Proposal 1” or “Election of Directors
Proposal”); |
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2. |
a
proposal to ratify the appointment of UHY LLP as our independent registered public accounting firm for the fiscal year ending December 31,
2023 (the “Proposal 2” or “Ratification of Appointment of Independent Auditor Proposal”); |
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3. |
a
proposal to amend Metal Sky Star’s amended and restated memorandum and articles of association (the “Amended and Restated
Memorandum and Articles of Association”) to extend the date by which Metal Sky Star must consummate a business combination
(the “Extension”) to August 5, 2024 (the “Extended Date”), by amending the Amended and Restated Memorandum
and Articles of Association to delete the existing Section 36.2 thereof and replacing it with the new Section 36.2 in the
form set forth in Annex A of the accompanying proxy statement (the “Proposal 3” or “Extension Proposal”);
and |
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4. |
a
proposal to direct the chairman of the Annual General Meeting to adjourn the Annual General Meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual General
Meeting, there are not sufficient votes to approve any of the foregoing proposals (the “Proposal 4” or “Adjournment
Proposal”). |
Each
of the Election of Directors Proposal, the Ratification of Appointment of Independent Auditor Proposal, the Extension Proposal and the
Adjournment Proposal will be more fully described in the accompanying proxy statement.
As
routine matters for the Annual General Meeting, shareholders will vote to elect five directors to continue to serve on the Board of Directors
and ratify the appointment of UHY LLP (the “UHY”) as our independent registered public accounting firm for the fiscal year
ending December 31, 2023.
The
purpose of the Extension Proposal is to allow Metal Sky Star more time to complete an initial business combination. Our Amended and Restated
Memorandum and Articles of Association provide that Metal Sky Star has 22 months from the consummation of the IPO to complete a business
combination. The Company’s charter was most recently amended and restated on January 26, 2023 with the Current Termination
Date of February 5, 2023, which can be extended to February 5, 2024 after thirteen (13) monthly extension. The purpose of the
Charter Amendment is to allow the Company an option to further extend the time to complete a business combination. Our board of directors
has determined that it is in the best interests of our shareholders to allow the Company to extend the time to complete a business combination
for an additional six (6) months each time beginning on February 5, 2024 to August 5, 2024 and provide that the date for cessation
of operations of the Company if the Company has not completed a business combination would similarly be extended to the Extended Termination
Date.
Holders
(“public shareholders”) of Metal Sky Star’s ordinary shares (“Public Shares”) sold in its initial public
offering (“IPO”) may elect to redeem their Public Shares for their pro rata portion of the funds available in the trust account
in connection with the Extension Proposal (the “Election”) regardless of how such public shareholders vote in regard to those
amendments, or whether they were holders of Metal Sky Star’s ordinary shares on the record date or acquired such shares after such
date. This right of redemption is provided for and is required by Metal Sky Star’s Amended and Restated Memorandum and Articles
of Association and Metal Sky Star also believes that such redemption right protects Metal Sky Star’s public shareholders from having
to sustain their investments for an unreasonably long period if Metal Sky Star fails to find a suitable acquisition in the timeframe
initially contemplated by its Amended and Restated Memorandum and Articles of Association. If the Extension Proposal is approved by the
requisite vote of shareholders (and not abandoned), the remaining holders of Public Shares will retain their right to redeem their Public
Shares for their pro rata portion of the funds available in the trust account upon consummation of a business combination.
To
exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two (2) business days prior
to the Annual General Meeting. You may tender your shares by either delivering your share certificates to the transfer agent or by delivering
your shares electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your
shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order
to exercise your redemption rights.
The per-share pro rata
portion of the trust account was approximately $10.28 as of September 28, 2023. The closing price of Metal Sky Star’s shares
on September 27, 2023 was $10.69. Metal Sky Star cannot assure shareholders that they will be able to sell their shares of Metal Sky
Star in the open market, as there may not be sufficient liquidity in its securities when shareholders wish to sell their shares.
If
the Extension Proposal is not approved and we do not consummate a business combination by February 5, 2023, in accordance with our
Amended and Restated Memorandum and Articles of Association, or if the Extension Proposal is approved and we do not consummate a business
combination by the Extended Date, we will cease all operations except for the purpose of winding up and as promptly as reasonably possible
but not more than ten (10) business days thereafter, redeem 100% of the outstanding Public Shares with the aggregate amount then on deposit
in the trust account.
The
affirmative vote of a majority of the Company’s ordinary shares entitled to vote which are present (in person or by proxy) at the
Annual General Meeting and which vote on the Election of Directors Proposal, the Ratification of Appointment of Independent Auditor Proposal
and the Adjournment Proposal will be required to approve such proposals. The affirmative vote of the holders of at least two-thirds (2/3)
of the Company’s ordinary shares entitled to vote which are present (in person or by proxy) at the Annual General Meeting and which
vote on the Extension Proposal will be required to approve the Extension Proposal.
Our
Board has fixed the close of business on October 2, 2023 (the “Record Date”) as the record date for determining Metal
Sky Star shareholders entitled to receive notice of and vote at the Annual General Meeting and any adjournment thereof. Only holders
of record of Metal Sky Star’s ordinary shares on that date are entitled to notice of and to vote at the Annual General Meeting
or any adjournments thereof.
After
careful consideration of all relevant factors, our Board has determined that the Election of Directors Proposal, the Ratification of
Appointment of Independent Auditor Proposal, the Extension Proposal and the Adjournment Proposal are fair to and in the best interests
of Metal Sky Star and its shareholders, has declared them advisable and recommends that you vote or give instruction to vote “FOR”
all the foregoing proposals.
Enclosed
is the proxy statement containing detailed information concerning the proposals and Annual General Meeting. Whether or not you plan to
attend the Annual General Meeting, we urge you to read this material carefully and vote your shares.
We
look forward to seeing you at the Annual General Meeting.
Dated:
September 29, 2023
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By
Order of the Board of Directors |
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/s/
Wenxi He |
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Wenxi
He |
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Chief
Executive Officer |
Your
vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at
the Annual General Meeting. If you are a shareholder of record, you may also cast your vote in person at the Annual General Meeting.
If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or
you may cast your vote online at the Annual General Meeting by obtaining a proxy from your brokerage firm or bank.
Important
Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held on _____,
2023: This Notice of Annual General Meeting and the accompanying proxy statement are available at the website of U.S. Securities
and Exchange Commission at www.sec.gov.
METAL
SKY STAR ACQUISITION CORPORATION
132 West 31st Street, 9th Floor
New York, NY 10001
ANNUAL
GENERAL MEETING OF SHAREHOLDERS
TO
BE HELD ON _____, 2023
PROXY
STATEMENT
The
2023 Annual General Meeting (the “Annual General Meeting”) of shareholders of Metal Sky Star Acquisition Corporation (“Metal
Sky Star,” “Company,” “we,” “us” or “our”), a Cayman Islands exempted company,
will be held at 10:00 a.m. Eastern Time on ____, 2023. The Annual General Meeting will be held in the offices of the Company’s
counsel, Becker & Poliakoff P.A., at 45 Broadway, 17th Floor, New York, NY 10006.
The
Annual General Meeting is being held for the sole purpose of considering and voting upon the following proposals:
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1. |
a
proposal to elect five directors to serve as members of the Board of Directors to hold office until the next annual meeting of shareholders
or until their respective successors have been elected and qualified (the “Proposal 1” or “Election of Directors
Proposal”); |
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2. |
a
proposal to ratify the appointment of UHY LLP as our independent registered public accounting firm for the fiscal year ending December 31,
2023 (the “Proposal 2” or “Ratification of Appointment of Independent Auditor Proposal”); |
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3. |
a
proposal to amend Metal Sky Star’s amended and restated memorandum and articles of association (the “Amended and Restated
Memorandum and Articles of Association”) to extend the date by which Metal Sky Star must consummate a business combination
(the “Extension”) to August 5, 2024 (the “Extended Date”), by amending the Amended and Restated Memorandum
and Articles of Association to delete the existing Section 36.2 thereof and replacing it with the new Section 36.2 in the
form set forth in Annex A of the accompanying proxy statement (the “Proposal 3” or “Extension Proposal”);
and |
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4. |
a
proposal to direct the chairman of the Annual General Meeting to adjourn the Annual General Meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual General
Meeting, there are not sufficient votes to approve any of the foregoing proposals (the “Proposal 4” or “Adjournment
Proposal”). |
As
routine matters for the Annual General Meeting, shareholders will vote to elect five directors to continue to serve on the Board of Directors
and ratify the appointment of UHY LLP as our independent registered public accounting firm for the fiscal year ending December 31,
2023.
The
Extension Proposal is essential to the overall implementation of the Board’s plan to extend the date by which Metal Sky Star must
complete an initial business combination. The purpose of the Extension Proposal is to allow Metal Sky Star more time to complete an initial
business combination.
The
affirmative vote of a majority of the Company’s ordinary shares entitled to vote which are present (in person or by proxy) at the
Annual General Meeting and which vote on the Election of Directors Proposal, the Ratification of Appointment of Independent Auditor Proposal
and the Adjournment Proposal will be required to approve such proposals. The affirmative vote of the holders of at least two-thirds (2/3)
of the Company’s ordinary shares entitled to vote which are present (in person or by proxy) at the Annual General Meeting and which
vote on the Extension Proposal will be required to approve the Extension Proposal.
To effectuate each Monthly Extension, the Sponsor
and/or its designee will deposit the lesser of (i) $30,000 for all remaining public shares and (ii) $0.033 for each remaining public share
into the Trust Account (the “Monthly Extension Fee”). The first Monthly Extension Fee after the approval of the Extension
Proposal must be made by ____ 5, 2023, while the subsequent Monthly Extension Fee must be deposited into the Trust Account by 5th
of each succeeding month until August 5, 2024 (the “Contributions”). The Contributions are conditioned upon the implementation
of the Extension Proposal. The Contributions will not occur if the Extension Proposal is not approved or the Extension is abandoned. The
amount of the Contributions will not bear interest and will be repayable by us to our sponsor or its designees upon consummation of an
initial business combination. If our sponsor or its designees advises us that it does not intend to make the Contributions, then the Extension
Proposal, will not be put before the shareholders at the Annual General Meeting and, unless we can complete an initial business combination
by February 5, 2023, we will dissolve and liquidate in accordance with the Amended and Restated Memorandum and Articles of Association.
Our sponsor or its designees will have the sole discretion whether to continue extending for additional calendar months until the Extended
Date and if our sponsor determines not to continue extending for additional calendar months, its obligation to make additional Contributions
will terminate.
Holders
(“public shareholders”) of Metal Sky Star’s ordinary shares sold in its IPO (“Public Shares”) may elect
to redeem their Public Shares for their pro rata portion of the funds available in the trust account in connection with the Extension
Proposal (the “Election”) regardless of how such public shareholder votes in regard to the Extension Proposal, or whether
they were holders of Metal Sky Star ordinary shares on the record date or acquired such shares after such date. Metal Sky Star believes
that such redemption right protects Metal Sky Star’s public shareholders from having to sustain their investments for an unreasonably
long period if Metal Sky Star fails to find a suitable acquisition in the timeframe initially contemplated by its Amended and Restated
Memorandum and Articles of Association. If the Extension Proposal is approved and implemented, the remaining public shareholders will
retain their right to redeem their Public Shares for their pro rata portion of the funds available in the trust account upon consummation
of a business combination.
If
the Extension Proposal is approved, such approval will constitute consent for the Company to (i) remove from the trust account an amount
(the “Withdrawal Amount”) equal to the number of Public Shares properly redeemed in connection with the shareholder vote
on the Extension Proposal multiplied by the per-share price equal to the aggregate amount then on deposit in the trust account as of
two (2) business days prior to the Annual General Meeting, including interest earned on the trust account deposits (which interest shall
be net of taxes payable), divided by the number of then outstanding Public Shares; and (ii) deliver to the holders of such redeemed Public
Shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the trust account and be available for use
by the Company to complete a business combination on or before the Extended Date. Holders of Public Shares who do not redeem their Public
Shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension
Proposal is approved.
To
exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two (2) business days prior
to the Annual General Meeting. You may tender your shares by either delivering your share certificates to the transfer agent or by delivering
your shares electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your
shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order
to exercise your redemption rights.
The
removal of the Withdrawal Amount from the trust account in connection with the Election will reduce the amount held in the trust account
following the redemption, and the amount remaining in the trust account may be significantly reduced. In such event, the Company may
need to obtain additional funds to complete a business combination and there can be no assurance that such funds will be available on
terms acceptable to the parties or at all.
If
the Extension Proposal is not approved and we are unable to consummate our initial business combination by February 5, 2023, we
will distribute the aggregate amount then on deposit in the trust account (less up to $100,000 of the net interest earned thereon to pay
dissolution expenses), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding
up of our affairs. Any redemption of public shareholders from the trust account shall be effected automatically by function of our amended
and restated memorandum and articles of association prior to any voluntary winding up. If we are required to windup, liquidate the trust
account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up,
liquidation and distribution must comply with the applicable provisions of the Companies Law of the Cayman Islands. In that case, investors
may be forced to wait beyond February 5, 2024 before the redemption proceeds of our trust account become available to them and they
receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors
prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then
in cases where investors have sought to redeem their ordinary shares. Only upon our redemption or any liquidation will public shareholders
be entitled to distributions if we are unable to complete our initial business combination.
Our
sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating
distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial
business combination prior to February 5, 2024. There will be no redemption rights or liquidating distributions with respect to
our rights and warrants, which will expire worthless if we fail to complete our initial business combination prior to February 5,
2024.
You
are also being asked to direct the chairman of the Annual General Meeting to adjourn the Annual General Meeting to a later date or dates,
if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual General
Meeting, there are not sufficient votes to approve the proposals.
The Record Date for the Annual
General Meeting is October 2, 2023. Record holders of Metal Sky Star ordinary shares at the close of business on the record date are entitled
to vote or have their votes cast at the Annual General Meeting. On the Record Date, there were 8,819,676 outstanding ordinary shares of
Metal Sky Star, including 5,885,324 outstanding Public Shares. Metal Sky Star’s rights and warrants do not have voting rights.
This
proxy statement contains important information about the Annual General Meeting and the proposals. Please read it carefully and vote
your shares.
This
proxy statement is dated _______, 2023 and is first being mailed to shareholders on or about that date.
TABLE
OF CONTENTS
QUESTIONS
AND ANSWERS ABOUT THE MEETING
These
questions and answers are only summaries of the matters they discuss. They do not contain all of the information that may be important
to you. You should read carefully this entire proxy statement.
| Q.
Why am I receiving this proxy statement? |
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A. |
This
proxy statement and the accompanying materials are being sent to you in connection with the solicitation of proxies by the Board,
for use at the Annual General Meeting to be held on ______, 2023 at 10:00 a.m., Eastern Time, or at any adjournments or postponements
thereof, in the office of the Company’s counsel, Becker & Poliakoff P.A., at 45 Broadway, 17th Floor, New York,
NY 10006. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered
at the Annual General Meeting. |
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| Q.
What is being voted on? |
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A. |
You
are being asked to consider and vote on the following proposals: |
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a
proposal to elect five directors to serve as members of the Board of Directors to hold office until the next annual meeting of shareholders
or until their respective successors have been elected and qualified (the “Proposal 1” or the “Election of Directors
Proposal”); |
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a
proposal to ratify the appointment of UHY LLP as our independent registered public accounting firm for the fiscal year ending December 31,
2023 (the “Proposal 2” or the “Ratification of Appointment of Independent Auditor Proposal”); |
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a
proposal to amend Metal Sky Star’s Amended and Restated Memorandum and Articles of Association to extend the date by which
Metal Sky Star must consummate a business combination (the “Extension”) to August 5, 2024 (the “Extended Date”),
by amending the Amended and Restated Memorandum and Articles of Association to delete the existing Section 36.2 thereof and
replacing it with the new Section 36.2 in the form set forth in Annex A of the accompanying proxy statement (the “Proposal
3” or the “Extension Proposal”); and |
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a
proposal to direct the chairman of the Annual General Meeting to adjourn the Annual General Meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual General
Meeting, there are not sufficient votes to approve the Extension Proposal (the “Proposal 4” or the “Adjournment
Proposal”). |
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| Q.
How does the Board of Directors recommend I vote? |
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A. |
After
careful consideration of all relevant factors, the Board recommends that you vote or give instruction to vote “FOR ALL”
for the Election of Directors Proposal, “FOR” the Ratification of Appointment of Independent Auditor Proposal, “FOR”
the Extension Proposal, and “FOR” the Adjournment Proposal. |
| Q.
Why is the Company proposing the Extension Proposal? |
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A. |
Metal
Sky Star’s Amended and Restated Memorandum and Articles of Association provides for the return of the IPO proceeds held in
trust to public shareholders if there is no qualifying business combination consummated on or before February 5, 2024.
While
Metal Sky Star has executed a definitive agreement for an initial business combination, Metal Sky Star does not expect be able to
consummate such a business combination by February 5, 2023.
Because
Metal Sky Star may not be able to conclude an initial business combination within the permitted time period, Metal Sky Star has determined
to seek shareholder approval to extend the date by which Metal Sky Star must complete an initial business combination. |
| Q.
Why should I vote for the Extension Proposal? |
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A. |
The
Board believes that given Metal Sky Star’s expenditure of time, effort and money on finding an initial business combination,
circumstances warrant providing public shareholders an opportunity to consider an initial business combination to date. Accordingly,
our Board is proposing the Extension Proposal to extend the date by which Metal Sky Star must complete an initial business combination
until the Extended Date and to allow for the Election.
Metal
Sky Star’s Amended and Restated Memorandum and Articles of Association require the affirmative vote of the holders of at least
two-thirds (2/3) of the Company’s ordinary shares which are present (in person or by proxy) and which vote at the Annual General
Meeting in order to effect an amendment to certain of its provisions, including any amendment that would extend its corporate existence
beyond February 5, 2024, except in connection with, and effective upon consummation of, an initial business combination. We believe
that these Amended and Restated Memorandum and Articles of Association provisions were included to protect Metal Sky Star shareholders
from having to sustain their investments for an unreasonably long period if Metal Sky Star failed to find a suitable initial business
combination in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association. We also believe, however,
that given Metal Sky Star’s expenditure of time, effort and money on the potential business combinations with the targets it has
identified, circumstances warrant providing those who would like to consider whether a potential business combination with one or more
of such targets is an attractive investment with an opportunity to consider such transaction, inasmuch as Metal Sky Star is also affording
shareholders who wish to redeem their Public Shares the opportunity to do so, as required under its Amended and Restated Memorandum and
Articles of Association. Accordingly, we believe the Extension is consistent with Metal Sky Star’s Amended and Restated Memorandum
and Articles of Association and IPO prospectus. |
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| Q.
How do the Metal Sky Star insiders intend to vote their shares? |
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A. |
All
of Metal Sky Star’s directors, executive officers, initial shareholders and their respective affiliates are expected to vote
any ordinary shares over which they have voting control (including any Public Shares owned by them) in favor of the Extension Proposal
and the Adjournment Proposal.
Metal
Sky Star’s directors, executive officers, initial shareholders and their respective affiliates are not entitled to redeem the
founder shares which include 2,870,000 ordinary shares initially issued to the Sponsor for an aggregate purchase price of $25,000.
Public Shares purchased on the open market by Metal Sky Star’s directors, executive officers and their respective affiliates
may be redeemed. On the Record Date, Metal Sky Star’s directors, executive officers, initial shareholders and their affiliates
beneficially owned and were entitled to vote 2,875,000 founder shares and 330,000 private placement units, representing approximately
36.33% of Metal Sky Star’s issued and outstanding ordinary shares.
Metal
Sky Star’s directors, executive officers, initial shareholders and their affiliates may choose to buy Public Shares in the open
market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares
from shareholders who would otherwise have voted against the Extension Proposal. Any Public Shares held by or subsequently purchased
by affiliates of Metal Sky Star may be voted in favor of the Extension Proposal. |
| Q.
What amount will holders receive upon consummation of a subsequent business combination or liquidation if the Extension Proposal
is approved? |
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A. |
If
the Extension Proposal is approved, our sponsor, or its designees, has agreed to contribute to us as a loan of the lesser of (i) $30,000
for all remaining public shares and (ii) $0.033 for each remaining public shares into the Trust Account (the “Monthly Extension
Fee”) plus the subsequent Monthly Extension Fee must be deposited into the Trust Account by 5th of each succeeding month
until the Extended Date (the “Contributions”). Assuming the Extension Proposal is approved, the Contribution will be deposited
in the trust account promptly following the Annual General Meeting. Each additional Contribution will be deposited in the trust account
established in connection with the IPO within thirty calendar days from the beginning of such calendar month (or portion thereof). The
Contributions are conditioned upon the implementation of the Extension Proposal. The Contributions will not occur if the Extension Proposal
is not approved or the Extension is abandoned. The amount of the Contributions will not bear interest and will be repayable by us to
our sponsor or its designees upon consummation of an initial business combination.
If
our sponsor or its designees advises us that it does not intend to make the Contributions, then the Extension Proposal will not be put
before the shareholders at the Annual General Meeting and we will dissolve and liquidate in accordance with our Amended and Restated
Memorandum and Articles of Association. Our sponsor or its designees will have the sole discretion whether to continue extending for
additional calendar months until the Extended Date and if our sponsor determines not to continue extending for additional calendar months,
its obligation to make additional Contributions will terminate. |
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| Q.
Will you seek any further extensions to liquidate the trust account? |
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A. |
Other
than the extension until the Extended Date as described in this proxy statement, Metal Sky Star does not anticipate, but is not prohibited
from, seeking the requisite shareholder consent to any further extension to consummate a business combination. Metal Sky Star has
provided that all holders of Public Shares, whether they vote for or against the Extension Proposal, or whether they were holders
of Metal Sky Star ordinary shares on the Record Date or acquired such shares after such date, may elect to redeem their Public Shares
into their pro rata portion of the trust account and should receive the funds shortly after the Annual General Meeting. Those holders
of Public Shares who elect not to redeem their shares now shall retain redemption rights with respect to the initial business combinations,
or, if no future business combination is brought to a vote of the shareholders or if a business combination is not completed for
any reason, such holders shall be entitled to the pro rata portion of the trust account on the Extended Date upon a liquidation of
the Company. |
| Q.
What happens if the Extension Proposal is not approved? |
|
A. |
If
the Extension Proposal is not approved and we have not consummated an initial business combination by February 5, 2023, or if
the Extension Proposal is approved and we have not consummated an initial business combination by the Extended Date, we will (i)
cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business
days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution
expenses) divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to
applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law
to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating
distributions with respect to our rights and warrants, which will expire worthless if we fail to complete our initial business combination
by February 5, 2023.
Our
sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating
distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial
business combination by February 5, 2023. |
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| Q.
If the Extension Proposal is approved, what happens next? |
|
A. |
If
the Extension Proposal is approved, the Company has until the Extended Date to complete its initial business combination.
If
the Extension Proposal is approved, we will remove the Withdrawal Amount from the trust account, deliver to the holders of redeemed
Public Shares their portion of the Withdrawal Amount and retain the remainder of the funds in the trust account for our use in connection
with consummating a business combination on or before the Extended Date.
If
the Extension Proposal is approved and the Extension is implemented, the removal of the Withdrawal Amount from the trust account
in connection with the Election will reduce the amount held in the trust account following the Election. We cannot predict the amount
that will remain in the trust account if the Extension Proposal is approved and the amount remaining in the trust account may be
only a small fraction of the current amount that was in the trust account as of the record date. In such event, we may need to obtain
additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on
terms acceptable to the parties or at all.
The
Company will remain a reporting company under the Securities Exchange Act of 1934 (the “Exchange Act”) and its units,
ordinary shares, rights and warrants will remain publicly traded.
If
the Extension Proposal is approved and public shareholders elect to redeem their Public Shares, the removal of the Withdrawal Amount
from the trust account will reduce the amount remaining in the trust account and increase the percentage interest of Metal Sky Star’s
ordinary shares held by Metal Sky Star’s officers, directors, initial shareholders and their affiliates. |
| Q.
Who bears the cost of soliciting proxies? |
|
A. |
The
Company will bear the cost of soliciting proxies and will reimburse brokerage firms and others for expenses involved in forwarding
proxy materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, the Company, through their
respective directors and officers, may solicit proxies in person, by telephone or by electronic means. Such directors and officers
will not receive any Annual General remuneration for these efforts. We have retained Advantage Proxy, Inc. (“Advantage Proxy”)
to assist us in soliciting proxies. If you have questions about how to vote or direct a vote in respect of your shares, you may contact
Advantage Proxy at (877) 870-8565 (toll free) or by email at ksmith@advantageproxy.com. The Company has agreed to pay Advantage
Proxy a fee and expenses, for its services in connection with the Annual General Meeting. |
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| Q.
How do I change my vote? |
|
A. |
If
you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy
card to Metal Sky Star’s Secretary prior to the date of the Annual General Meeting or by voting online at the Annual General
Meeting. Attendance at the Annual General Meeting alone will not change your vote. You also may revoke your proxy by sending a notice
of revocation to 132 West 31st Street, 9th Floor, New York, NY 10001, Atten Secretary. |
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|
| Q
If my shares are held in “street name,” will my broker automatically vote them for me? |
|
A. |
No.
If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items,
but not with respect to “non-discretionary” items. We believe that Proposals 1 and 2 are discretionary items and Proposals
3 and 4 are “non-discretionary” item.
Your
broker can vote your shares with respect to “non-discretionary items” only if you provide instructions on how to vote. You
should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. If you do not give your
broker instructions, your shares will be treated as broker non-votes and will have the effect of a vote “AGAINST” the Extension
Proposal and will have no effect on the other proposals. |
| |
|
|
|
| Q
What is a quorum requirement? |
|
A. |
A
quorum of shareholders is necessary to hold a valid Meeting. A quorum will be present for the Annual General Meeting if there are
present in person or by proxy not less than a majority of the Company’s ordinary shares present at the Meeting in person or
by proxy.
Your
shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or
other nominee) or if you attend the Annual General Meeting online. Abstentions will be counted towards the quorum requirement. If there
is no quorum, the chairman of the Annual General Meeting may adjourn the Annual General Meeting to another date. |
| Q
Who can vote at the Annual General Meeting? |
|
A. |
Only
holders of record of Metal Sky Star’s ordinary shares at the close of business on October 2, 2023 (the “Record Date”)
are entitled to have their vote counted at the Annual General Meeting and any adjournments or postponements thereof. On the Record
Date, 8,819,676 ordinary shares were issued and outstanding and entitled to vote.
Shareholder
of Record: Shares Registered in Your Name. If on the Record Date your shares were registered directly in your name with Metal Sky Star’s
transfer agent, Vstock Transfer LLC, then you are a shareholder of record. As a shareholder of record, you may vote online at the Annual
General Meeting or vote by proxy. Whether or not you plan to attend the Annual General Meeting online, we urge you to fill out and return
the enclosed proxy card to ensure your vote is counted. |
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Beneficial
Owner: Shares Registered in the Name of a Broker or Bank. If on the Record Date your shares were held, not in your name, but rather in
an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street
name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct
your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual General Meeting online.
However, since you are not the shareholder of record, you may not vote your shares online at the Annual General Meeting unless you request
and obtain a valid proxy from your broker or other agent. |
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|
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| Q
Does the Board recommend voting for the approval of the Extension Proposal and the Adjournment Proposal? |
|
A. |
Yes.
After careful consideration of the terms and conditions of these proposals, the Board has determined that the Proposals 1, 2, 3 and
4 are fair to and in the best interests of Metal Sky Star and its shareholders. The Board recommends that Metal Sky Star’s
shareholders vote “FOR ALL” for the Proposal 1 and “FOR” the Proposals 2, 3 and 4. |
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|
| Q
What interests do the Company’s sponsor, directors and officers have in the approval of the proposals? |
|
A. |
Metal
Sky Star’s directors, officers, initial shareholders and their affiliates have interests in the proposals that may be different
from, or in addition to, your interests as a shareholder. These interests include ownership of certain securities of the Company.
See the section entitled “The Extension Proposal — Interests of Metal Sky Star’s Sponsor, Directors and Officers.” |
| |
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|
|
| Q
What happens to the Metal Sky Star rights and warrants if the Extension Proposal is not approved? |
|
A. |
If
the Extension Proposal is not approved, we will automatically wind up, liquidate and dissolve effective starting on February 5,
2024. In such event, your rights and warrants will become worthless. |
| |
|
|
|
| Q
What happens to the Metal Sky Star right and warrants if the Extension Proposal is approved? |
|
A. |
If
the Extension Proposal is approved, Metal Sky Star will continue to attempt to consummate an initial business combination with potential
targets until the Extended Date, and will retain the blank check company restrictions previously applicable to it. The rights and
warrants will remain outstanding in accordance with their terms. |
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| Q
What do I need to do now? |
|
A. |
Metal
Sky Star urges you to read carefully and consider the information contained in this proxy statement, including Annex A, and
to consider how the proposals will affect you as a Metal Sky Star shareholder. You should then vote as soon as possible in accordance
with the instructions provided in this proxy statement and on the enclosed proxy card. |
| Q
How do I vote? |
|
A. |
If
you are a holder of record of Metal Sky Star Public Shares, you may vote online at the Annual General Meeting or by submitting a
proxy for the Annual General Meeting. Whether or not you plan to attend the Annual General Meeting online, we urge you to vote by
proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card
in the accompanying pre-addressed postage paid envelope. You may still attend the Annual General Meeting and vote online if you have
already voted by proxy.
If
your shares of Metal Sky Star are held in “street name” by a broker or other agent, you have the right to direct your broker
or other agent on how to vote the shares in your account. You are also invited to attend the Annual General Meeting online. However,
since you are not the shareholder of record, you may not vote your shares online at the Annual General Meeting unless you request and
obtain a valid proxy from your broker or other agent. |
| Q
How do I exercise my redemption rights? |
|
A. |
If
the Extension is implemented, each public shareholder may seek to redeem such shareholder’s Public Shares for its pro rata
portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid. You will also be
able to redeem your Public Shares in connection with any shareholder vote to approve a proposed business combination, or if the Company
has not consummated an initial business combination by the Extended Date.
To
demand redemption of your Public Shares, you must ensure your bank or broker complies with the requirements identified elsewhere
herein.
In
connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Vstock Transfer
LLC, the Company’s transfer agent, at 18 Lafayette Place, Woodmere, New York 11598, at least two business days prior to the Annual
General Meeting or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal
At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. |
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Certificates
that have not been tendered in accordance with these procedures at least two (2) business days prior to the Annual General Meeting
will not be redeemed for cash. In the event that a public shareholder tenders its shares and decides prior to the Annual General
Meeting that it does not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your shares for redemption
to our transfer agent and decide prior to the Annual General Meeting not to redeem your shares, you may request that our transfer
agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address
listed above. |
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|
|
| Q
What should I do if I receive more than one set of voting materials? |
|
A. |
You
may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or
voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example,
if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage
account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive
in order to cast a vote with respect to all of your Metal Sky Star shares. |
| Q
Who can help answer my questions? |
|
A. |
If
you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should
contact:
Metal
Sky Star Acquisition Corporation
132
West 31st Street, 9th Floor
New
York, NY 10001
(332)
237-6141
Advantage
Proxy, Inc.
P.O.
Box 13581
Des
Moines, WA 98198
Toll
Free: (877) 870-8565
Collect:
(206) 870-8565
You
may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section
entitled “Where You Can Find More Information.” |
FORWARD-LOOKING
STATEMENTS
We
believe that some of the information in this proxy statement constitutes forward-looking statements. You can identify these statements
by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,”
“estimate,” “intends,” and “continue” or similar words. You should read statements that contain these
words carefully because they:
| |
● |
discuss
future expectations; |
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● |
contain
projections of future results of operations or financial condition; or |
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state
other “forward-looking” information. |
We
believe it is important to communicate our expectations to our shareholders. However, there may be events in the future that we are not
able to predict accurately or over which we have no control. The cautionary language discussed in this proxy statement provide examples
of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking
statements, including, among other things, claims by third parties against the trust account, unanticipated delays in the distribution
of the funds from the trust account and Metal Sky Star’s ability to finance and consummate any proposed business combination. You
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.
All
forward-looking statements included herein attributable to Metal Sky Star or any person acting on Metal Sky Star’s behalf are expressly
qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable
laws and regulations, Metal Sky Star undertakes no obligation to update these forward-looking statements to reflect events or circumstances
after the date of this proxy statement or to reflect the occurrence of unanticipated events.
BACKGROUND
We
are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share
exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
On
April 5, 2022, the Company consummated the IPO of 11,500,000 units which includes an additional 1,500,000 units as a result of the
underwriter’s fully exercise of the over-allotment, at $10.00 per Unit, generating gross proceeds of $115,000,000,
On
April 5, 2022, we consummated the Initial Public Offering of 11,500,000 units (each, a “Unit” and collectively, the
“Units”). Each Unit consists of one ordinary share, one right to receive one-tenth (1/10) of an ordinary share upon the consummation
of an initial business combination and one redeemable warrant. Each warrant entitles the holder thereof to purchase one ordinary share
for $11.50 per share. The units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $115,000,000.
On
July 5, 2021, our sponsor purchased an aggregate of 1,437,500 founder shares for an aggregate purchase price of $25,000, or approximately
$0.02 per share. On September 26, 2021, the Company purchased back all the 1,437,500 founder shares for $25,000 and reissued 2,875,000
shares to our sponsor for $25,000, or approximately $0.01 per shares. Our sponsor purchased an aggregate of 330,000 private placement
units at a price of $10.00 per unit in a private placement that was completed simultaneously with the closing of our initial public offering.
Each unit consists of one private placement share, one private placement warrant and one private placement right. Each private placement
warrant entitles the holder upon exercise to purchase one ordinary share at a price of $11.50 per whole share, subject to adjustment
as provided herein. Each private placement right will be converted to one-tenth (1/10) of one ordinary shares upon the completion of
its initial business combination. The private placement units (including the underlying securities) may not, subject to certain limited
exceptions, be transferred, assigned or sold by it until 30 days after the completion of our initial business combination.
On
April 1, 2022, our units commenced trading on the NASDAQ Global Market, or NASDAQ, under the symbol “MSSAU”. Commencing
May 31, 2022, the ordinary shares, rights and warrants are separately traded on NASDAQ under the symbols “MSSA” “MSSAR”
and “MSSAW,” respectively.
Our
sponsor owns approximately 21.88% of our issued and outstanding ordinary shares as of December 31, 2022. The net proceeds of the
IPO plus the proceeds of the sale of the private placement units were deposited in the trust account.
The
mailing address of Metal Sky Star’s principal executive office is 132 West 31st Street, 9th Floor, New York, NY 10001, and its
telephone number is (332) 237-6141.
Metal Sky Star
currently entered into merger agreement with Future Dao Group Holdings Limited for a business combination that will qualify as an
initial business combination under its Amended and Restated Memorandum and Articles of Association.
You
are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your
Public Shares, you will retain the right to vote on any proposed business combination if and when it is submitted to shareholders and
the right to redeem your Public Shares for a pro rata portion of the trust account in the event such business combination is approved
and completed or the Company has not consummated a business combination by the Extended Date.
RISK
FACTORS
Shareholders
should carefully consider the following risk factors, together with other risk factors disclosed in Company’s annual report on
Form 10-K filed on March 30, 2023 and all of the other information included in this proxy statement before they decide whether
to vote or instruct their vote to be cast to approve the Proposals described in this proxy statement. These risks could have a material
adverse effect on the business, financial conditioning and results of operations of the Company.
The
fact that our sponsor is, is controlled by, and has substantial ties with a non-U.S. person could impact our ability to complete our
initial business combination.
Our
sponsor, M-Star Management Corporation, is controlled by our Chairman and Chief Executive Officer Wenxi He, who is a UK citizen. Our
sponsor owns approximately 36.33% of the outstanding shares of the Company. Certain federally licensed businesses in the United States,
such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership. As a result, this may limit the
pool of acquisition candidates we may acquire in the United States, in particular, relative to other special purpose acquisition companies
that are not subject to such restrictions, which could make it more difficult and costly for us to consummate a business combination
with a target business operating in the United States relative to such other companies.
In
addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States
by foreign persons in order to determine the effect of such transactions on the national security of the United States. Because we may
be considered a “foreign person” under such rules and regulations, any proposed business combination between us and a U.S.
business engaged in a regulated industry or which may affect national security, we could be subject to such foreign ownership restrictions
and/or CFIUS review. The scope of CFIUS review was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”)
to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even
with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories
of investments to mandatory filings. If our initial business combination with any potential target company falls within the scope of
foreign ownership restrictions, we may be unable to consummate a business combination with such business. In addition, if our business
combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary
notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after
closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate
national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business
of the combined company if we had proceeded without first obtaining CFIUS clearance.
Moreover,
the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete its
initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate.
If we liquidate, our public shareholders may only receive the cash held in the trust account, and our warrants and rights will expire
worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future
gains on your investment through any price appreciation in the combined company.
If
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements
and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
A
company that, among other things, is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business
of investing, reinvesting, owning, trading or holding certain types of securities would be deemed an investment company under the Investment
Company Act. Since we currently invest the proceeds held in the trust account, it is possible the SEC could deem the Company to be currently
an inadvertent but nevertheless unregistered investment company.
If
we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
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● |
restrictions
on the nature of our investments; and |
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● |
restrictions
on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. |
In
addition, we may have imposed upon us burdensome requirements, including:
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● |
registration
as an investment company; |
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● |
adoption
of a specific form of corporate structure; and |
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reporting,
record keeping, voting, proxy and disclosure requirements and other rules and regulations. |
In
order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must
ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities
do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our
total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete
an initial business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to
buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to
be a passive investor.
We
do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held
in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust
agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these
instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and
selling businesses in the manner of a merchant bank or private equity fund), we have intended from completion of our initial public offering
and continue to intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Our
initial public offering was not intended for persons who are seeking a return on investments in government securities or investment securities.
The trust account set up in connection with the closing of our initial public offering was and is intended as a holding place for funds
pending the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly
submitted in connection with a stockholder vote to amend our amended and restated Memorandum and Articles of Association (A) to modify
the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination
within 9 months (or if extended, 22 months) from the closing of our initial public offering, or (B) with respect to any other provision
relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination
within 22 months from the closing of our initial public offering, our return of the funds held in the trust account to our public shareholders
as part of our redemption of the public shares. We are now requesting our shareholders to approve the extension of time from February 5,
2024 to August 5, 2024. Shareholders who do not exercise their redemption rights in connection with an amendment to our amended
and restated Memorandum and Articles of Association would still be able to exercise their redemption rights in connection with a subsequent
business combination. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.
If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional
expenses for which we have not allotted funds and may hinder our ability to complete an initial business combination or may result in
our liquidation. If we are unable to complete our initial business combination, our public shareholders may receive only approximately
$10.64 per share on the liquidation of our trust account and our rights and warrants will expire worthless. There can be, however, no
assurance that the foregoing redemption price per share will be paid and as a result of expenses related to compliance with the Investment
Company Act, such redemption price may be lower.
Notwithstanding
the foregoing, as indicated above, on March 30, 2022, the SEC issued proposed rules relating to, among other items, the extent to
which SPACs could become subject to regulation under the Investment Company Act of 1940. The SEC’s proposed rules would provide
a safe harbor for companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company
Act, provided that they satisfy certain conditions that limit a company’s duration, asset composition, business purpose and activities.
The duration component of the proposed safe harbor rule would require company to file a Current Report on Form 8-K with the SEC
announcing that it has entered into an agreement with the target company (or companies) to engage in an initial business combination
no later than 18 months after the effective date of the Company’s registration statement for its initial public offering. A company
would then be required to complete its initial business combination no later than 24 months after the effective date of its registration
statement for its initial public offering. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely
affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto. Unfortunately,
our Company may not qualify for the safe harbor because an initial business combination will not be completed within the foregoing 18-months
and 24-month time requirements and will require additional months to complete. Accordingly, our company may already be deemed an unregistered
investment company and subject to the requirements of the Investment Company Act as well as further expenses and possible penalties.
To
the extent it takes our company the longer to complete its initial business combination the greater will be the risk to our company and
its shareholders that Metal Sky Star may be deemed to be an unregistered investment company. The risk of our company being determined
to be an unregistered investment company may be mitigated if our company shifts the assets in its trust account from securities into
cash only.
PROPOSAL
1 THE ELECTION OF DIRECTORS PROPOSAL
Our
Board currently consists of one class of five directors, with all directors elected to serve a one-year term.
At
the Annual General Meeting, shareholders are being asked to elect five directors to serve as members of our Board to hold office until
the next annual meeting of shareholders or until their respective successors have been elected and qualified.
Wenxi He, Konstantin A Sokolov,
Zhuo Wang, Zining Jiang and Xinghua Fan are the nominees of directors of the Company who are standing for election or re-election at the
Annual General Meeting.
The
table below sets forth the name, age and position of each nominee for director.
| Name |
|
Age |
|
Title |
| Wenxi
He |
|
44 |
|
Chief
Executive Officer, Chief Financial Officer and Director |
| Konstantin
A Sokolov |
|
48 |
|
Director |
| Zining
Jiang |
|
48 |
|
Independent
Director |
| Xinghua
Fan |
|
61 |
|
Independent
Director |
| Zhuo
Wang |
|
34 |
|
Independent
Director |
The
following sets forth information regarding each nominee:
Ms.
Wenxi He has served as our Chief Financial Officer since June 2021 and our Chief Executive Officer and director since September 2023.
She serves as Chief Investment Officer at Still Waters Green Technology Limited, an asset management company based in London, specializing
in the development and management of renewable energy and power generation assets, since February 2019. Ms. He has over 15 years
of experience in the investment banking industry. Prior to joining Still Waters Green Technology Limited, she served as the Managing
Director and Global Head of Commodity Exchange Traded Products at Bank of America Merrill Lynch in London. She was responsible for initiating
and executing strategic solutions and issuance, trading physical and synthetic commodity products, and managing portfolio assets in energy,
metals and agriculture, with a wide variety of commodity, currency and interest-rate risk. Prior to that, Ms. He traded and structured
commodity derivative products at Citigroup, fixed income security products with a focus on structured credit and rates at UBS and RBC
Capital Markets. Ms. He holds master’s degrees in both Mathematical Finance and Engineering from University of Toronto, and a bachelor’s
degree in Engineering from Tongji University.
Mr.
Konstantin A. Sokolov has served as a director since October 14, 2022. Mr. Sokolov is the founder and Chairman of Gotthard Investment
AG, which is a private equity firm based in Zurich, Switzerland, focusing on financial services, asset management and global real estate.
Since 2011, Gotthard Investment AG advised and managed multiple investment funds, and partnered with leading Swiss and Lichtenstein banks
to invest globally in energy and real estate assets. Prior to that, Mr. Sokolov served as Managing Director of Centrica plc (British
Gas and Direct Energy). Between 1997 to 2005, Mr. Sokolov served in senior leadership positions at Qwest Communication, Inc., a pioneer
in fiber optics. Mr. Sokolov holds an Executive MBA degree from University of Chicago in 2005 and a Master’s of Mathematics and
Computer Science degree from St. Petersburg State University in 1997.
Mr.
Zhuo Wang has served as an independent director immediately upon since March 31, 2022. Mr. Wang serves as the director of Mingzhu
Logistics Holdings Limited, a NASDAQ-listed company (Nasdaq:YGMZ), since April 2018. Mr. Wang has over ten years of experience in
investment and management. He has also been the marketing manager of Singapore construction design and supply company Springview Enterprises
Private Limited since June 2018. Mr. Wang started to work as the director of an investment holding company, Exquisite Elite Limited
since November 2017. Since May 2017, Mr. Wang has been the managing director of China International Holdings, and its Hong
Kong based subsidiaries, China International Securities Limited, a securities firm, overseeing the firm’s brokerage services, business
operations and performance, and China International Corporate Management Limited since June 2016, a consulting firm that provides
a range of business solutions to small and medium sized companies in Asia. Since April 2016, Mr. Wang has also been the head of
finance and operations at a Singaporean education consulting company Shines International Limited and a director of Total Best Investments
Limited, an investment holding company since March 2016. Prior to that, Mr. Wang has been the head of finance and marketing of Singapore
construction services provider GGL Enterprises Pte Ltd since 2012. Mr. Wang also served as a director on the board of various companies,
including Belvedere Ventures Pte Ltd. between June 2011 to October 2016, a real estate development and construction company,
Sandhurst Global Pte Ltd., and between September 2013 to August 2014, a security personnel staffing and systems company, Acquired
Time (HK) Limited. Mr. Wang holds a Bachelor’s of Science in Business Management from Babson College in Boston, Massachusetts.
Mr.
Zining Jiang has served as an independent director since March 31, 2022. Mr. Jiang currently serves as the general manager of
Guangzhou Shanxin Trading Co. Ltd., which mainly engages in industrial raw material trade and import and export business since July 2018.
Prior to that, since July 2015, Mr. Jiang served as the CEO of Guangzhou Yidao Investment Holding Co., Ltd. and an operational director
at Guangdong Grape Wine Magazine Co., Ltd. In 2007, he joined Yangcheng Evening News Group as the deputy chief editor. He then joined
China Southern Airlines as assistant to the general manager in April 2011, and was promoted as the operation director of China Southern
Airlines Media Group. He joined PACOM Media Co. Ltd. in July 2001 and successively served as the chief editor of China Golf, Golf
Digest and Golf Travel. Prior to that, Mr. Jiang joined Guangdong Cable TV station in 1996 as an editor upon graduation from Jinan University.
Mr.
Xinghua Fan has served as an independent director since March 31, 2022. Mr. Fan currently serves as the Vice General Manager
and is responsible for the financing and listing of SINO SIC Technology Development Co., Ltd.’s silicon carbide project. Mr. Fan
has served as the Senior Partner and Vice President of Beijing New Board Capital Investment Holdings Co. since 2014. At the same time,
he is also the executive director of the World Union Fortune Entrepreneur Club and a member of the investment committee. Mr. Fan was
the COO of Sino-American Holding Group from 2011 to 2013. From 2008 to 2011, he worked as the vice president of Zhongshuo Investment
Guarantee Group. From 2005 to 2007, he has worked in Xinyuan Guarantee (China) Co., Ltd. as an operation center manager. Mr. Fan received
a Master’s Degree in College of Economics and Management (SEM) from Beihang University.
There
are no arrangements or understandings between any of our directors and any other person pursuant to which any director was selected to
serve as a director of our company. Directors are elected until their successors are duly elected and qualified. There are no family
relationships among any of the directors or the executive officers of the Company.
Director
Qualifications and Diversity
We
seek directors with established strong professional reputations and experience in areas relevant to the strategy and operations of our
businesses. We seek directors who possess the qualities of integrity and candor, who have strong analytical skills and who are willing
to engage management and each other in a constructive and collaborative fashion. We also seek directors who have the ability and commitment
to devote significant time and energy to service on the Board and its committees. We believe that all of our directors meet the foregoing
qualifications. We do not have a policy with respect to diversity.
Transactions
with Related Persons, Promoters and Certain Control Persons
Certain
“related party” transactions involving related persons (excluding executive officer compensation which is determined by the
compensation committee) are presented to, reviewed and approved by the audit committee. Related persons include the Company’s directors
and executive officers, immediate family members of the directors and executive officers, and security holders who beneficially own five
percent or more of our common stock and their respective family members. The transactions subject to such review are those transactions
in which the Company was or is to be a participant and the amount involved equals or exceeds $120,000. If the related party involved
in a related party transaction is a director of the Company that would normally review such a transaction or a family member of such
a director, then that director will not participate in the relevant discussion and review.
Information
considered in evaluating such transactions may include: the nature of the related person’s interest in the transaction; the material
terms of the transaction; whether the terms of the transaction are fair to the Company and on the same basis as would apply if the transaction
did not involve a related party; whether there are business reasons for the Company to enter into the transaction; whether the transaction
would impair the independence of an outside director; and whether the transaction would present an improper conflict of interests for
any director or executive officer of the Company, taking into account the size of the transaction, the overall financial position of
the director, executive officer or related party, the direct or indirect nature of the director’s, executive officer’s or
related party’s interest in the transaction and the ongoing nature of any proposed relationship; and any other factors the audit
committee deems relevant.
Review,
Approval or Ratification of Transactions with Related Persons
Our
Board appointed an audit committee consisting of independent directors. This committee, among other duties, is charged to review, and
if appropriate, ratify all agreements and transactions which had been entered into with related parties, as well as review and ratify
all future related party transactions.
Vote
Required
If
a quorum is present, directors are elected by a plurality of the votes cast, in person or by proxy. This means that the four nominees
will be elected if they receive more affirmative votes than any other nominee for the same position. Votes marked “FOR” a
nominee will be counted in favor of that nominee. Proxies will have full discretion to cast votes for other persons in the event any
nominee is unable to serve. Failure to vote by proxy or to vote in person at the Annual General Meeting and broker non-votes will have
no effect on the vote since a plurality of the votes cast is required for the election of each nominee.
Recommendation
of the Board
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE ELECTION OF EACH OF THE FOUR NOMINEES TO THE
BOARD.
PROPOSAL
2 THE RATIFICATION OF
APPOINTMENT
OF INDEPENDENT AUDITOR PROPOSAL
The
Audit Committee of our Board is responsible for the selection of our independent registered public accounting firm. The Audit Committee
has determined to appoint the public accounting firm of UHY LLP, Certified Public Accountants, as independent registered public accounting
firm to audit our financial statements for the fiscal year ending December 31, 2023. Although our Audit Committee is directly responsible
for selecting and retaining our independent auditor and even though ratification is not required by our bylaws, the Board is submitting
the selection of UHY LLP to our shareholders for ratification as a matter of good corporate practice and we are asking our shareholders
to approve the appointment of UHY LLP. In the event our shareholders fail to ratify the appointment, the Audit Committee may reconsider
this appointment.
The
Company has been advised by UHY LLP that neither the firm nor any of its associates had any relationship with the Company other than
the usual relationship that exists between independent registered public accountant firms and their clients during the last fiscal year.
No representative of UHY LLP is expected to be present in person or by electronic conferencing at the Annual General Meeting.
Independent
Registered Public Accounting Firm’s Fees
The
following table sets forth the aggregate fees billed by UHY LLP for audit and non-audit services rendered to us in 2022 and 2021. These
fees are categorized as audit fees, audit-related fees, tax fees, and all other fees. The nature of the services provided in each category
is described following the table.
| | |
2022 | | |
2021 | |
| Audit Fees | |
$ | 83,625 | | |
$ | 70,625 | |
| Audit-Related Fees | |
| - | | |
| - | |
| Tax Fees | |
| - | | |
| - | |
| Total Fees | |
$ | 83,625 | | |
$ | 70,625 | |
Audit
Fees. We paid aggregate fees of $83,625 and $70,625 for the fiscal years ended December 31, 2022 and 2021, respectively, to
UHY LLP for professional services rendered by such firm for the audit and review of the financial statements included in our registration
statement on Form S-1, annual report on Form 10-K and for the review of the financial statements included in our quarterly reports
on Form 10-Q.
Audit-Related
Fees. We paid aggregate fees of $0 and $0 for the fiscal years ended December 31, 2022 and 2021, respectively, to UHY LLP.
Tax
Fees. We paid aggregate fees of $0 and $0 for the fiscal years ended December 31, 2022 and 2021, respectively, to UHY LLP for
professional services rendered for tax compliance, tax advice and tax planning. No tax services were provided by UHY LLP during such
periods.
All
Other Fees. We did not pay any fees to UHY LLP. for any other professional services during the fiscal years ended December 31,
2022 and 2021.
Board
of Directors Pre-Approval Policies and Procedures
The
Audit Committee has the sole authority to review in advance and grant any pre-approvals of (i) all auditing services to be provided by
the independent auditor, (ii) all significant non-audit services to be provided by the independent auditors as permitted by Section 10A
of the Exchange Act, and (iii) all fees and the terms of engagement with respect to such services, except that the Audit Committee may
delegate the authority to pre-approve non-audit services to one or more of its committee members who will present his decisions to the
full Audit Committee at the first meeting following such decision. All audit and non-audit services performed by UHY LLP during fiscal
years 2022 and 2021 were pre-approved pursuant to the procedures outlined above. Prior to the establishment of the Audit Committee, all
services of the independent auditors were approved by the full board of directors.
Vote
Required
The
affirmative vote of a majority of the votes cast on the matter is required to ratify the appointment of UHY LLP as our independent registered
public accounting firm for the fiscal year ending December 31, 2023. Abstentions will not affect the outcome of the vote on the
proposal.
Recommendation
of the Board
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE RATIFICATION OF THE APPOINTMENT OF UHY LLP AS OUR
INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.
PROPOSAL
3 THE EXTENSION PROPOSAL
Metal
Sky Star is proposing to amend its Amended and Restated Memorandum and Articles of Association to extend the date by which Metal Sky
Star must consummate an initial business combination from February 5, 2024 to August 5, 2024.
The
Extension Proposal is essential to the overall implementation of the Board’s plan to allow Metal Sky Star more time to complete
its initial business combination. Approval of the Extension Proposal is a condition to the implementation of the Extension.
If
the Extension Proposal is not approved and we have not consummated an initial business combination by February 5, 2023, or if the
Extension Proposal is approved and we have not consummated an initial business combination by the Extended Date, we will (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter,
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided
by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate
and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights and warrants, which
will expire worthless if we fail to complete our initial business combination by February 5, 2023 or the Extended Date if the Extension
Proposal is approved.
A
copy of the proposed amendment to the Amended and Restated Memorandum and Articles of Association of Metal Sky Star is attached to this
proxy statement as Annex A.
Reasons
for the Extension Proposal
The Company’s IPO
prospectus and Amended and Restated Memorandum and Articles of Association provide that the Company has until February 5, 2024 to
effect a business combination under its terms. While we have entered into merger agreement with Future Dao Group Holdings Limited for
initial business combination, our Board currently believes that there will not be sufficient time before February 5, 2024 to complete
such initial business combination. The Company’s IPO prospectus and Amended and Restated Memorandum and Articles of Association
provide that the affirmative vote of the holders of at least two-thirds (2/3) of the Company’s ordinary shares entitled to vote
which are present (in person or by proxy) at the Annual General Meeting and which vote on the Extension Proposal is required to extend
our corporate existence for an additional six (6) months to August 5, 2024, except in connection with, and effective upon, consummation
of a business combination. Additionally, our IPO prospectus and Amended and Restated Memorandum and Articles of Association provide for
all public shareholders to have an opportunity to redeem their Public Shares in the case our corporate existence is extended as described
above. Because we continue to believe that a business combination would be in the best interests of our shareholders, and because we
will not be able to conclude a business combination within the permitted time period, the Board has determined to seek shareholder approval
to extend the date by which we must complete a business combination beyond February 5, 2024 to the Extended Date. We intend to hold
another shareholder meeting prior to the Extended Date in order to seek shareholder approval of a proposed initial business combination.
We believe that the foregoing
Amended and Restated Memorandum and Articles of Association provision was included to protect the Company’s public shareholders
from having to sustain their investments for an unreasonably long period if the Company failed to complete the initial business combination
in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association. We also believe, however, that given
the Company’s expenditure of time, effort and money on finding an initial business combination thus far, circumstances warrant providing
public shareholders an opportunity to consider an initial business combination.
If
the Extension Proposal is Not Approved
If
the Extension Proposal is not approved and we do not consummate an initial business combination by February 5, 2023 in accordance
with our Amended and Restated Memorandum and Articles of Association, we will automatically wind up, dissolve and liquidate starting
on February 5, 2024.
The
holders of the founder shares have waived their rights to participate in any liquidation distribution with respect to such founder shares.
There will be no distribution from the trust account with respect to Metal Sky Star’s rights and warrants, which will expire worthless
in the event we wind up.
If
the Extension Proposal is Approved
If
the Extension Proposal is approved, Metal Sky Star will file an amended and restated Memorandum and Articles of Association in accordance
with the Cayman Island law, incorporating the amendment set forth in Annex A hereto. Metal Sky Star will remain a reporting company
under the Exchange Act and its Units, issued and outstanding Public Shares, rights and warrants will remain publicly traded. Metal Sky
Star will then continue to work to execute a definitive agreement for an initial business combination and complete such a business combination
by the Extended Date.
If
the Extension Proposal is approved, but Metal Sky Star does not consummate an initial business combination by the Extended Date (August 5,
2024), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to
pay dissolution expenses) divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect
to our rights and warrants, which will expire worthless if we fail to complete our initial business combination by the Extended Date.
Approval
of the Extension Proposal will constitute consent for the Company to (i) remove from the trust account the Withdrawal Amount; and (ii)
deliver to the holders of such redeemed Public Shares their portion of the Withdrawal Amount. The remainder of such funds shall remain
in the trust account and be available for use by the Company to complete an initial business combination on or before the Extended Date.
Holders of Public Shares who do not redeem their Public Shares now will retain their redemption rights and their ability to vote on a
business combination through the Extended Date if the Extension Proposal is approved.
You
are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your
Public Shares, you will retain the right to vote on any proposed business combination when it is submitted to shareholders and the right
to redeem your Public Shares for a pro rata portion of the trust account in the event such business combination is approved and
completed or the Company has not consummated a business combination by the Extended Date.
If
the Extension Proposal is approved, and the Extension is implemented, the removal of the Withdrawal Amount from the trust account will
reduce the amount held in the trust account and Metal Sky Star’s net asset value based on the number of shares that seek redemption.
Metal Sky Star cannot predict the amount that will remain in the trust account if the Extension Proposal is approved.
Redemption
Rights
If
the Extension Proposal is approved, the Company will provide the public shareholders making the Election, the opportunity to receive,
at the time the Extension Proposal becomes effective, and in exchange for the surrender of their shares, a pro rata portion of
the funds available in the trust account, less any income taxes owed on such funds but not yet paid. Metal Sky Star has provided that
all holders of Public Shares, whether they vote for or against the Extension Proposal, or whether they were holders of Metal Sky Star
ordinary shares on the record date or acquired such shares after such date, may elect to redeem their Public Shares into their pro rata
portion of the trust account and should receive the funds shortly after the Annual General Meeting. You will also be able to redeem your
Public Shares in connection with any shareholder vote to approve a proposed business combination, or if the Company has not consummated
a business combination by the Extended Date.
TO
DEMAND REDEMPTION, YOU MUST ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING
YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION PROPOSAL.
You
will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective
date of the Extension Proposal.
In
connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Vstock Transfer
LLC, the Company’s transfer agent, at 18 Lafayette Place, Woodmere, New York 11598, at least two (2) business days prior to the
vote for the Extension Proposal or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s
DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares.
The requirement for physical or electronic delivery prior to the vote at the Annual General Meeting ensures that a redeeming holder’s
election is irrevocable once the Extension Proposal are approved. In furtherance of such irrevocable election, shareholders making the
Election will not be able to tender their shares after the vote at the Annual General Meeting.
Through
the DWAC system, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its
shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through
the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s
broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass
this cost on to the redeeming holder. It is the Company’s understanding that shareholders should generally allot at least two (2)
weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers
or DTC, and it may take longer than two (2) weeks to obtain a physical share certificate. Such shareholders will have less time to make
their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders who request physical
share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption
rights and thus will be unable to redeem their shares.
Certificates
that have not been tendered in accordance with these procedures prior to the vote for the Extension Proposal will not be redeemed for
a pro rata portion of the funds held in the trust account. In the event that a public shareholder tenders such holder’s shares
and decides prior to the vote at the Annual General Meeting that it does not want to redeem its shares, the shareholder may withdraw
the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Annual General Meeting
not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such
request by contacting our transfer agent at the address listed above. In the event that a public shareholder tenders shares and the Extension
Proposal is not approved or are abandoned, these shares will not be redeemed and the physical certificates representing these shares
will be returned to the shareholder promptly following the determination that the Extension Proposal will not be approved or will be
abandoned. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve
the Extension Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Proposal.
The transfer agent will hold the certificates of public shareholders that make the election until such shares are redeemed for cash or
returned to such shareholders.
If
properly demanded, the Company will redeem each public share for a pro rata portion of the funds available in the trust account,
less any income taxes owed on such funds but not yet paid, calculated as of two (2) business days prior to the Annual General Meeting.
The closing price of Metal Sky Star’s shares on the September 27, 2023 was $10.89.
If
you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own such shares. You will
be entitled to receive cash for such shares only if you properly demand redemption and tender your share certificate(s) to the Company’s
transfer agent at least two (2) business days prior to the Annual General Meeting. If the Extension Proposal is not approved or if they
are abandoned, such shares will be returned promptly following the Annual General Meeting as described above.
The
Board’s Reasons for the Extension Proposal
If
the Extension Proposal is approved by the requisite vote of shareholders, after the Withdrawal Amount has been removed from the trust
account, the remaining holders of Public Shares will retain their right to redeem their shares for a pro rata portion of the funds available
in the trust account upon consummation of the Company’s initial business combination. In addition, public shareholders who vote
for the Extension Proposal and do not elect to exercise their redemption rights will have the opportunity to participate in any liquidation
distribution if the Company has not completed such business combination by the Extended Date.
As
discussed above, after careful consideration of all relevant factors, our Board has determined that the Extension Proposal is fair to,
and in the best interests of, Metal Sky Star and its shareholders. The Board has approved and declared advisable adoption of the Extension
Proposal and recommends that you vote “FOR” such adoption. The Board expresses no opinion as to whether you should redeem
your Public Shares.
Interests
of Metal Sky Star’s Sponsor, Directors and Officers
When
you consider the recommendation of our Board, you should keep in mind that our sponsor, executive officers and members of our Board have
interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:
| |
● |
the
fact that our sponsor holds 2,875,000 founder shares and 330,000 private placement units that would expire worthless if a business
combination is not consummated; |
| |
|
|
| |
● |
In
order to finance transaction costs in connection with an intended initial business combination, our initial shareholders, officers,
directors or their affiliates may, but are not obligated to, loan us funds as may be required. In the event that the initial business
combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts,
but no proceeds from our trust account would be used for such repayment. Such loans would be evidenced by promissory notes. Such
promissory notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s
discretion, up to $1,500,000 of the notes may be converted upon consummation of our business combination into additional private
units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 ordinary shares if $1,500,000
of such notes were so converted, as well as 150,000 warrants to purchase 150,000 shares). |
| |
|
|
| |
● |
the
fact that, if the trust account is liquidated, including in the event we are unable to complete an initial business combination within
the required time period, the sponsor has agreed to indemnify us to ensure that the proceeds in the trust account are not reduced
below $10.00 per public share, by the claims of prospective target businesses with which we have entered into an acquisition agreement
or claims of any third party for services rendered or products sold to us, but only if such a third party or target business has
not executed a waiver of any and all rights to seek access to the trust account; and |
All
of the current members of our Board are expected to continue to serve as directors of the Company at least through the date of the Annual
General Meeting to vote on a proposed business combination and may even continue to serve following any potential business combination
and receive compensation thereafter.
Required
Vote
Approval
of the Extension Proposal requires the affirmative vote of holders of at least two-thirds (2/3) of the Company’s ordinary shares
issued and outstanding and entitled to vote and which are present (in person or by proxy) at the Annual General Meeting and which voted
on the Extension Proposal. Abstentions, which are not votes cast, will have no effect with respect to approval of this Proposal.
All
of Metal Sky Star’s directors, executive officers and their affiliates are expected to vote any shares owned by them in favor of
the Extension Proposal. On the record date, directors and executive officers of Metal Sky Star and their affiliates beneficially owned
and were entitled to vote 3,205,000 ordinary shares of Metal Sky Star representing approximately 36.33% of Metal Sky Star’s issued
and outstanding ordinary shares.
In
addition, Metal Sky Star’s directors, executive officers and their affiliates may choose to buy Units or ordinary shares of Metal
Sky Star in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek
to purchase shares from shareholders who would otherwise have voted against the Extension Proposal and elected to redeem their shares
for a portion of the trust account. Any shares of Metal Sky Star held by affiliates will be voted in favor of the Extension Proposal.
As the Extension Proposal is not a “routine” matter, brokers will not be permitted to exercise discretionary voting on this
proposal.
Recommendation
of the Board
The
Board recommends that you vote “FOR” the Extension Proposal. The Board expresses no opinion as to whether you should elect
to redeem your Public Shares.
PROPOSAL
4 THE ADJOURNMENT PROPOSAL
The
Adjournment Proposal, if adopted, will request the chairman of the Annual General Meeting (who has agreed to act accordingly) to adjourn
the Annual General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be
presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Annual General
Meeting to approve the Proposals 1, 2 and 3. If the adjournment proposal is not approved by our shareholders, it is agreed that the chairman
of the Annual General Meeting shall not adjourn the Annual General Meeting to a later date in the event, based on the tabulated votes,
there are not sufficient votes at the time of the Annual General Meeting to approve the Proposal 1, 2 and 3.
Required
Vote
The
affirmative vote of a majority of the Company’s ordinary shares present (in person or by proxy) and voting on the Adjournment Proposal
at the Annual General Meeting will be required to direct the chairman of the Annual General Meeting to adjourn the Annual General Meeting
to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time
of the Annual General Meeting, there are not sufficient votes to approve the Proposal 1, 2 and 3. Abstentions will have no effect with
respect to approval of this Adjournment Proposal. As this proposal is not a “routine” matter, brokers will not be permitted
to exercise discretionary voting on this proposal.
Recommendation
The
Board recommends that you vote “FOR” the Adjournment Proposal.
THE
ANNUAL GENERAL MEETING
Date,
Time and Place. The Annual General Meeting of Metal Sky Star’s shareholders will be held at 10:00 a.m., Eastern Time on ______,
2023 in the offices of the Company’s counsel, Becker & Poliakoff P.A., at 45 Broadway, 17th Floor, New York, NY
10006.
Voting
Power; Record Date. You will be entitled to vote or direct votes to be cast at the Annual General Meeting, if you owned Metal Sky
Star ordinary shares at the close of business on October 2, 2023, the Record Date for the Annual General Meeting. You will have
one (1) vote per proposal for each Metal Sky Star share you owned at that time. Metal Sky Star rights and warrants do not carry voting
rights.
Votes
Required. The affirmative vote of a majority of the Company’s ordinary shares issued and outstanding and entitled to vote which
are present (in person or by proxy) at the Annual General Meeting and are voted will be required to approve the Proposal 1, 2 and 4.
The affirmative vote of the holders of at least two-thirds (2/3) of the Company’s ordinary shares issued and outstanding and entitled
to vote which are present (in person or by proxy) at the Annual General Meeting and which vote on the Proposal 3 will be required to
approve the Proposal 3. Abstentions, which are not votes cast, will have no effect with respect to approval of these proposals. As proposals
3 and 4 are not “routine” matters, brokers will not be permitted to exercise discretionary voting on Proposals 3 and 4.
At the close of business on the
record date, there were 8,819,676 issued and outstanding ordinary shares of Metal Sky Star each of which entitles its holder to cast one
(1) vote per proposal.
If
you do not want the Extension Proposal approved, you should vote against such Proposal. If you want to obtain your pro rata portion of
the trust account in the event the Extension is implemented, which will be paid within ten (10) business days after the shareholder Meeting
which is scheduled for _____, 2023, you must vote for or against the Extension Proposal and demand redemption of your shares.
Proxies;
Board Solicitation. Your proxy is being solicited by the Board on the proposal to approve the proposals being presented to shareholders
at the Annual General Meeting. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may be solicited
in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares online at the Annual General Meeting.
We
have retained Advantage Proxy, Inc. (“Advantage Proxy”) to assist us in soliciting proxies. If you have questions about how
to vote or direct a vote in respect of your shares, you may contact Advantage Proxy at (877) 870-8565 (toll free). The Company has agreed
to pay Advantage Proxy a fee of $7500 and expenses, for its services in connection with the Annual General Meeting.
CORPORATE
GOVERNANCE
Meetings
of the Board of Directors; Independence and Committees
During
the fiscal year ended December 31, 2022, the Metal Sky Star board of directors (the “Board of Directors” or the “Board”)
met on four occasions. No member of the Board of Directors or any committee failed to attend at least, or participated in fewer 100%
of the meetings of the Board or of a committee on which such member serves. During all of the regularly scheduled meetings in fiscal
year 2022, the Board of Directors met in executive session where only the independent directors were present without any members of management.
The
listing rules established by the Nasdaq Stock Market require that a majority of the members of a listed company’s Board of Directors
qualify as “independent” as affirmatively determined by the board, meaning that each independent director has no direct or
indirect material relationship with a company other than as a director and/or a shareholder. Our Board of Directors consults with legal
counsel to ensure that our Board of Director’s determination with respect to the definition of “independent” is consistent
with current Nasdaq listing rules. The Nominating annually reviews the independence of all directors and nominees for director, including
relevant transactions or relationships between each director and nominee, or any of his or her family members or affiliates. The Nominating
reports its findings to full Board. Based on such report, the Board has affirmatively determined that each of our current directors,
other than Wenxi He, who serves as our Chief Executive Officer and Chief Financial Officer, are independent directors under the applicable
guidelines noted above. As a result, each of Zhuo Wang, Zining Jiang and Xinghua Fan are deemed to be “independent” as that
term is defined under the rules of the Nasdaq Stock Market.
The
Board of Directors will maintain three (3) committees: the Audit Committee, the Compensation Committee, and the Nominating Committee.
All of the members of our Audit, Nominating, and Compensation Committees meet the standards for independence required under current Nasdaq
Stock Market listing rules, SEC rules, and applicable securities laws and regulations. Each of these committees has a written charter
approved by the Board of Directors.
For
the fiscal year ended December 31, 2022, a general description of the duties of the committees, their members and number of times
each committee met were as follows:
Audit
Committee. Our Audit Committee acts to: (i) review with management the finances, financial condition and interim financial statements
of the Company; (ii) review with our independent registered public accounting firm the year-end financial statements; (iii) review implementation
with the independent registered public accounting firm and management of any action recommended by the independent registered public
accounting firm; and (iv) retain and terminate our independent registered public accounting firm. At the end of the 2022 fiscal year,
the members of our Audit Committee were Zhuo Wang, Zining Jiang and Xinghua Fan. Mr. Zhuo Wang is designated as our Audit Committee Financial
Expert. During the 2022 fiscal year, and presently, all of the members of our Audit Committee were “independent” within the
definition of that term as provided by the Nasdaq Marketplace Rules. During the fiscal year ended December 31, 2022, the Audit Committee
met on four occasions.
Compensation
Committee. The Compensation Committee reviews, approves and administers compensation arrangements for our executive officers, administers
our equity-based compensation plans, establishes and reviews general policies relating to the compensation and benefits of our executive
officers and other personnel, evaluates the relationship between executive officer compensation policies and practices and corporate
risk management to confirm those policies and practices do not incentivize excessive risk-taking, and evaluates and makes recommendations
to our Board of Directors regarding the compensation of our non-employee directors. As of the end of the 2022 fiscal year, the members
of the Compensation Committee were, Zhuo Wang, Zining Jiang and Xinghua Fan. Mr. Zining Jiang serves as chairman of the compensation
committee. At all times members of the Compensation Committee satisfied the independence requirements of the Nasdaq Marketplace Rules.
During the fiscal year ended December 31, 2022, this committee met on two occasions and acted on unanimous written consent on one
occasion.
Nominating
Committee. Pursuant to its charter, the Nominating Committee’s tasks include reviewing and recommending to the Board issues
relating to the Board’s composition and structure; establishing criteria for membership and evaluating corporate policies relating
to the recruitment of Board members; implementing and monitoring policies regarding principles of corporate governance in order to ensure
the Board’s compliance with its fiduciary duties to the Company and its shareholders; and making recommendations regarding proposals
submitted by shareholders. The Nominating Committee’s functions also include the review of all candidates for a position on the
Board of Directors, including existing directors for re-nomination, and reporting its findings with recommendations to the Board. The
members of the Nominating Committee as of the end of the 2022 fiscal year were Zhuo Wang, Zining Jiang and Xinghua Fan, each of whom
satisfy the independence requirements of the Nasdaq Marketplace Rules. Mr. Fan serves as chairman of the Nomination committee. During
the fiscal year ended December 31, 2022, this committee met on one occasion.
Procedure
to be Followed by Shareholders in Submitting Director Candidate Recommendations
Any
shareholder who desires the Nominating Committee to consider one or more candidates for nomination as a director should, either by personal
delivery or by United States mail, postage prepaid, deliver a written recommendation addressed to the Secretary of the Company at our
principal executive offices not later than the close of business on the 90th day, nor earlier than the close of business on
the 120th day, prior to the anniversary date of the immediately preceding annual meeting; provided, however, that, in the
event that the date of the annual meeting is advanced more than 30 days prior to or delayed (other than as a result of adjournment) by
more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the shareholder to be timely must be
so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close
of business on the later of the 90th day prior to such annual meeting or the 10th day following the date on which
such notice of the date of such meeting was mailed a public announcement of the date of such meeting was first made by the Company. Each
written recommendation should set forth: (a) the name and address of the shareholder making the recommendation and of the person or persons
recommended; (b) the consent of such person(s) to serve as a director(s) of the Company if nominated and elected; and (c) a description
of how the person(s) satisfy the general criteria specified in our Amended and Restated By-laws for consideration as a candidate.
Additional
Criteria for Notice of Shareholder Nominees
In
accordance with our Amended and Restated By-Laws, any shareholder entitled to vote in the election of directors generally may nominate
one or more persons for election as directors at a meeting only if written notice of such shareholder’s intent to make such nomination
or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company
in accordance with the terms described in the preceding paragraph. Each shareholder’s notice shall set forth for each nominee all
information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to
Regulation 14A under the Securities Exchange Act of 1934 and pursuant to the Company’s Amended and Restated By-laws, including
such person’s written consent to being named as a nominee and to serving as a director if elected, as well as whether and the extent
to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect
to any securities of the Company and a description of all arrangements or understandings between the shareholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the shareholder. Further,
the notice shall include as to the shareholder giving notice all information required to be disclosed by the shareholder under Regulation
14A under the Exchange Act, including: (i) the name and address of the shareholder; (ii) the class or series and number of shares of
the Company which are, directly or indirectly, owned by such shareholder, as well as any derivative positions held by such shareholder;
(iii) any proxy, arrangement, or relationship pursuant to which such shareholder has a right, directly or indirectly, to vote any shares
of any security of the Company; (iv) any hedging or similar transactions in securities of the Company directly or indirectly owned by
such shareholder; (v) a description of any agreement, arrangement or understanding with respect to the proposal; and (vi) a statement
whether either such shareholder intends, or is part of a group which intends, to deliver a proxy statement and form of proxy to holders
of at least the percentage of the Company’s voting shares required under applicable law to carry the proposal.
Shareholder
Communications with the Board
Any
shareholder may communicate with the Board of Directors in writing through the Company’s Corporate Secretary provided that the
communication identifies the shareholder and the number and type of securities held by that shareholder. The Secretary reviews such communications,
and forwards them to the Board of Directors unless the Secretary, in consultation with the Chief Executive Officer, determines that the
communication is inappropriate for the Board’s consideration (for example, if it relates to a personal grievance or is unrelated
to Company business). The Secretary maintains a permanent written record of all such shareholder communications received by the Secretary.
This process was unanimously approved by the Nominating Committee of the Board of Directors (which is comprised of independent directors).
Directors
and Executive Officers
Our
current directors, officers and director nominees are listed below.
| Name |
|
Age |
|
Title |
| Wenxi
He |
|
44 |
|
Chief
Executive Officer, Chief Financial Officer and Director |
| Konstantin
A. Sokolov |
|
48 |
|
Director |
| Zhuo
Wang |
|
35 |
|
Independent
Director |
| Zining
Jiang |
|
48 |
|
Independent
Director |
| Xinghua
Fan |
|
61 |
|
Independent
Director |
Ms.
Wenxi He has served as our Chief Financial Officer since June 2021 and our Chief Executive Officer and director since September 2023.
She serves as Chief Investment Officer at Still Waters Green Technology Limited, an asset management company based in London, specializing
in the development and management of renewable energy and power generation assets, since February 2019. Ms. He has over 15 years
of experience in the investment banking industry. Prior to joining Still Waters Green Technology Limited, she served as the Managing
Director and Global Head of Commodity Exchange Traded Products at Bank of America Merrill Lynch in London. She was responsible for initiating
and executing strategic solutions and issuance, trading physical and synthetic commodity products, and managing portfolio assets in energy,
metals and agriculture, with a wide variety of commodity, currency and interest-rate risk. Prior to that, Ms. He traded and structured
commodity derivative products at Citigroup, fixed income security products with a focus on structured credit and rates at UBS and RBC
Capital Markets. Ms. He holds master’s degrees in both Mathematical Finance and Engineering from University of Toronto, and a bachelor’s
degree in Engineering from Tongji University.
Mr.
Konstantin A. Sokolov has served as a director since October 14, 2022. Mr. Sokolov is the founder and Chairman of Gotthard Investment
AG, which is a private equity firm based in Zurich, Switzerland, focusing on financial services, asset management and global real estate.
Since 2011, Gotthard Investment AG advised and managed multiple investment funds, and partnered with leading Swiss and Lichtenstein banks
to invest globally in energy and real estate assets. Prior to that, Mr. Sokolov served as Managing Director of Centrica plc (British
Gas and Direct Energy). Between 1997 to 2005, Mr. Sokolov served in senior leadership positions at Qwest Communication, Inc., a pioneer
in fiber optics. Mr. Sokolov holds an Executive MBA degree from University of Chicago in 2005 and a Master’s of Mathematics and
Computer Science degree from St. Petersburg State University in 1997.
Mr.
Zhuo Wang has served as an independent director immediately upon since March 31, 2022. Mr. Wang serves as the director of Mingzhu
Logistics Holdings Limited, a NASDAQ-listed company (Nasdaq:YGMZ), since April 2018. Mr. Wang has over ten years of experience in
investment and management. He has also been the marketing manager of Singapore construction design and supply company Springview Enterprises
Private Limited since June 2018. Mr. Wang started to work as the director of an investment holding company, Exquisite Elite Limited
since November 2017. Since May 2017, Mr. Wang has been the managing director of China International Holdings, and its Hong
Kong based subsidiaries, China International Securities Limited, a securities firm, overseeing the firm’s brokerage services, business
operations and performance, and China International Corporate Management Limited since June 2016, a consulting firm that provides
a range of business solutions to small and medium sized companies in Asia. Since April 2016, Mr. Wang has also been the head of
finance and operations at a Singaporean education consulting company Shines International Limited and a director of Total Best Investments
Limited, an investment holding company since March 2016. Prior to that, Mr. Wang has been the head of finance and marketing of Singapore
construction services provider GGL Enterprises Pte Ltd since 2012. Mr. Wang also served as a director on the board of various companies,
including Belvedere Ventures Pte Ltd. between June 2011 to October 2016, a real estate development and construction company,
Sandhurst Global Pte Ltd., and between September 2013 to August 2014, a security personnel staffing and systems company, Acquired
Time (HK) Limited. Mr. Wang holds a Bachelor’s of Science in Business Management from Babson College in Boston, Massachusetts.
Mr.
Zining Jiang has served as an independent director since March 31, 2022. Mr. Jiang currently serves as the general manager of
Guangzhou Shanxin Trading Co. Ltd., which mainly engages in industrial raw material trade and import and export business since July 2018.
Prior to that, since July 2015, Mr. Jiang served as the CEO of Guangzhou Yidao Investment Holding Co., Ltd. and an operational director
at Guangdong Grape Wine Magazine Co., Ltd. In 2007, he joined Yangcheng Evening News Group as the deputy chief editor. He then joined
China Southern Airlines as assistant to the general manager in April 2011, and was promoted as the operation director of China Southern
Airlines Media Group. He joined PACOM Media Co. Ltd. in July 2001 and successively served as the chief editor of China Golf, Golf
Digest and Golf Travel. Prior to that, Mr. Jiang joined Guangdong Cable TV station in 1996 as an editor upon graduation from Jinan University.
Mr.
Xinghua Fan has served as an independent director since March 31, 2022. Mr. Fan currently serves as the Vice General Manager
and is responsible for the financing and listing of SINO SIC Technology Development Co., Ltd.’s silicon carbide project. Mr. Fan
has served as the Senior Partner and Vice President of Beijing New Board Capital Investment Holdings Co. since 2014. At the same time,
he is also the executive director of the World Union Fortune Entrepreneur Club and a member of the investment committee. Mr. Fan was
the COO of Sino-American Holding Group from 2011 to 2013. From 2008 to 2011, he worked as the vice president of Zhongshuo Investment
Guarantee Group. From 2005 to 2007, he has worked in Xinyuan Guarantee (China) Co., Ltd. as an operation center manager. Mr. Fan received
a Master’s Degree in College of Economics and Management (SEM) from Beihang University.
Terms
of Office of Officers and Directors
Each
of our directors holds office for a one-year term. Subject to any other special rights applicable to the shareholders, any vacancies
on our Board of Directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our
board or by a majority of the holders of our founder shares.
Shareholder
Communications
Shareholders
who wish to communicate directly with our board of directors, or any individual director, should direct questions in writing to our Corporate
Secretary, Metal Sky Star Acquisition Corporation, 132 West 31st Street, 9th Floor, New York, NY 10001, (332) 237-6141.
The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Board Communication” or “Director
Communication.” All such letters must identify the author and clearly state whether the intended recipients are all members of
the board of directors or just certain specified individual directors. The Corporate Secretary will make copies of all such letters and
circulate them to the appropriate director or directors.
Director
Independence
The
NASDAQ listing standards require that a majority of our Board of Directors be independent. An “independent director” is defined
generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer
of an organization that has a relationship with the company). We currently have three “independent directors” as defined
in the NASDAQ listing standards and applicable SEC rules. Our board has determined that each of Messrs. Zhuo Wang, Zining Jiang and Xinghua
Fan are independent directors under applicable SEC and NASDAQ rules. Our independent directors will have regularly scheduled meetings
at which only independent directors are present.
Leadership
Structure and Risk Oversight
The
board of directors’ oversight of risk is administered directly through the board of directors, as a whole, or through its audit
committee. Various reports and presentations regarding risk management are presented to the board of directors including the procedures
that the Company has adopted to identify and manage risks. The audit committee addresses risks that fall within the committee’s
area of responsibility. For example, the audit committee is responsible for overseeing the quality and objectivity of the Company’s
financial statements and the independent audit thereof. The audit committee reserves time at each of its meetings to meet with the Company’s
independent registered public accounting firm outside of the presence of the Company’s management.
Director
Nominations
As
stated above in this Proxy Statement, we have established a standing nominating committee, in accordance with Rule 5605(e)(2) of
the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The
board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving
director nominees without the formation of a standing nominating committee. The directors who shall participate in the consideration
and recommendation of director nominees are Messrs. Zhuo Wang, Zining Jiang and Xinghua Fan. In accordance with Rule 5605(e)(1)(A)
of the Nasdaq rules, all such directors are independent.
The
board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are
seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders).
Our shareholders that wish to nominate a director for election to the Board should follow the procedures set forth in our memorandum
and articles of association.
We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.
In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of
professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent
the best interests of our shareholders.
Code
of Ethics
We
have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics and our
audit and compensation committee charters as exhibits to the registration statement filed in connection with our IPO. You can review
these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics
will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our
Code of Ethics in a Current Report on Form 8-K.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a)
of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of any publicly traded class
of our equity securities, to file reports of ownership and changes in ownership of equity securities of the Company with the SEC. Officers,
directors, and greater-than-ten-percent shareholders are required by the SEC’s regulations to furnish the Company with copies of
all Section 16(a) forms that they file.
Based
solely upon a review of Forms 3 and Forms 4 furnished since the effective date of our IPO, we believe that all such forms required to
be filed pursuant to Section 16(a) of the Exchange Act were timely filed, as necessary, by the officers, directors, and security
holders required to file the same.
Director
and Officer Compensation
No
compensation or fees of any kind, including finder’s, consulting fees and other similar fees, will be paid to our founders, members
of our management team or their respective affiliates, for services rendered prior to, or in order to effectuate the consummation of,
our initial business combination (regardless of the type of transaction that it is). Directors, officers and founders will receive reimbursement
for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses,
performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices,
plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket
expenses reimbursable by us.
After
completion of our initial business combination, members of our management team who remain with us may be paid employment, consulting,
management or other fees from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then
known, in the proxy solicitation materials furnished to our shareholders. The amount of such compensation may not be known at the time
of a stockholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination
business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of
its determination in an Exchange Act filing such as Current Report on Form 8-K, as required by the SEC.
Employment
Agreements
We
do not currently have any written employment agreements with any of our directors and officers except certain indemnification agreements
with our directors.
Retirement/Resignation
Plans
We
do not currently have any plans or arrangements in place regarding the payment to any of our executive officers following such person’s
retirement or resignation.
BENEFICIAL
OWNERSHIP OF SECURITIES
The
following table sets forth certain information regarding the beneficial ownership of Metal Sky Star’s ordinary shares as of the
record date by:
| |
● |
each
person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; |
| |
|
|
| |
● |
each
of our current officers and directors; and |
| |
|
|
| |
● |
all
current officers and directors as a group. |
As
of the record date, there were a total of 8,819,676 ordinary shares. Unless otherwise indicated, all persons named in the table have
sole voting and investment power with respect to all ordinary shares beneficially owned by them.
| Name and Address of Beneficial Owner(1) | |
Amount and
Nature of
Beneficial
Ownership(3) | | |
Approximate
Percentage of
Outstanding
Shares(3) | |
| M-Star Management Corporation(2) | |
| 3,205,000 | | |
| 36.33 | % |
| Wenxi He(2) | |
| 3,205,000 | | |
| 36.33 | % |
| Konstantin A. Sokolov(4) | |
| - | | |
| - | |
| Zhuo Wang(4) | |
| - | | |
| - | |
| Zining Jiang(4) | |
| - | | |
| - | |
| Xinghua Fan(4) | |
| - | | |
| - | |
| All directors and officers as a group (5 individuals) | |
| 3,205,000 | | |
| 36.33 | % |
| | |
| | | |
| | |
| 5% or greater beneficial owners | |
| | | |
| | |
| Mizuho Financial Group, Inc.(5) | |
| 1,027,250 | | |
| 7.00 | % |
| Shaolin Capital Management LLC(6) | |
| 644,346 | | |
| 5.62 | % |
| Atlas Diversified Master Fund, Ltd.(7) | |
| 700,000 | | |
| 6.09 | % |
| * |
Less
than one percent. |
| |
|
| (1) |
Unless
otherwise indicated, the business address of each of the individuals is 132 West 31st Street, 9th Floor, New
York, New York 10001. |
| (2) |
Represents
2,875,000 founder ordinary shares and 330,000 private placement ordinary shares held by M-Star Management Corporation, our sponsor.
Ms. Wenxi He, our Chief Executive Officer and director, is the sole director of our sponsor, have voting and dispositive power of
the ordinary shares. The address for our sponsor is Craigmuir Chambers, PO Box 71, Road Town, Tortola, VG 1110 British Virgin Islands. |
| (3) |
Based
upon 8,819,676 ordinary shares outstanding. Includes the 330,000 private placement units (and the component parts) purchased by our
sponsor simultaneously with the consummation of our initial public offering. |
| (4) |
Such
individual does not beneficially own any of our ordinary shares. However, such individual has a pecuniary interest in our ordinary
shares through his ownership of shares of our sponsor. |
| (5) |
Based
on information contained in a Schedule 13G filed on February 14, 2023. |
| (6) |
Based
on information contained in the Schedule 13G filed on February 13, 2023. |
| (7) |
Based
on information contained in the Schedule 13G filed on April 11, 2022. |
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
On
July 5, 2021, our sponsor purchased an aggregate of 1,437,500 founder shares for an aggregate purchase price of $25,000, or approximately
$0.02 per share. On September 26, 2021, the Company purchased back all the 1,437,500 founder shares for $25,000 and reissued 2,875,000
shares to our sponsor for $25,000. Our sponsor owns approximately 21.88% of our issued and outstanding ordinary shares as of December 31,
2022.
Our
sponsor purchased an aggregate of 330,000 private placement units at a price of $10.00 per unit in a private placement that was completed
simultaneously with the closing of our initial public offering. Each unit consists of one private placement share, one private placement
warrant and one private placement right. Each private placement warrant entitles the holder upon exercise to purchase one ordinary share
at a price of $11.50 per whole share, subject to adjustment as provided herein. Each private placement right will be converted to one-tenth
(1/10) of one ordinary shares upon the completion of its initial business combination. The private placement units (including the underlying
securities) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until 30 days after the completion
of our initial business combination.
In
connection with the completion of our initial public offering, we entered into an Administrative Services Agreement with our sponsor
pursuant to which we will pay a total of $10,000 per month for office space, administrative and support services to such affiliate. Upon
completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Accordingly, in the event
the consummation of our initial business combination takes the maximum 22 months, our sponsor will be paid a total of $220,000 ($10,000
per month) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses.
Our
sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in
connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business
combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or
our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling
on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
On
June 15, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an
aggregate principal amount of $300,000. On December 15, 2021, Company amended the promissory note to extend the due date. The promissory
note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation of the IPO. As of June 30,
2023, the principal amount due and owing under the promissory note was nil, which was paid off as of April 5, 2022. On January 3,
2023, the Company issued a promissory note in the principal amount of up to $1,000,000 (the “Promissory Note”) to M-Star
Management Corp. Pursuant to which the Sponsor shall loan to the Company up to $1,000,000 to pay the extension fee and transaction cost.
On January 4, 2023, the Company requested to draw the funds of $383,333 and deposited it into the trust account to extend the period
of time the Company has to consummate a business combination by one month to February 5, 2023. The $383,333 extension fee represents
approximately $0.033 per public share. The Notes bear no interest and are repayable in full upon the earlier of (a) December 31,
2023 or (b) the date of the consummation of the Company’s initial business combination. The issuance of the Note was made pursuant
to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Starting on February 2023,
the extension fee changed into $187,155 due to 5,885,324 public shares were redeemed. On April 18, 2023, the Company amended and
restated Promissory Note (the Amended Promissory Note”) in order to increase the available principal amount from $1,000,000 to
$2,500,000. As of June 30, 2023 and December 31, 2022, the loan under the promissory notes were $1,373,812 and nil, respectively.
In
addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate
of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete
an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close,
we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust
account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit
(which, for example, would result in the holders being issued 150,000 ordinary shares, 150,000 rights and 150,000 warrants to purchase
150,000 shares if $1,500,000 of notes were so converted) at the option of the lender. The units would be identical to the placement units
issued to the initial holder. The terms of such loans by our officers and directors, if any, have not been determined and no written
agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our
sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek
access to funds in our trust account.
The
holders of the founder shares, private placement units, the shares underlying the warrants underlying the unit purchase option issued
to the underwriters of our initial public offering, and units that may be issued on conversion of working capital loans (and any securities
underlying the private placement units and the working capital loans) are entitled to registration rights pursuant to a registration
rights agreement signed on the effective date of our initial public offering requiring us to register such securities for resale. The
holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.
In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to our completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415
under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.
SHAREHOLDER
PROPOSALS
If
you are a shareholder and you want to include a proposal in the proxy statement for the 2024 Annual Meeting, your proposals are required
to be submitted to Metal Sky Star by no later than June 1, 2024.
The
Board will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed
nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders). Our
shareholders that wish to nominate a director for election to the Board should follow the procedures set forth in our Amended and Restated
Memorandum and Articles of Association.
DELIVERY
OF DOCUMENTS TO SHAREHOLDERS
Pursuant
to the rules of the SEC, Metal Sky Star and its agents that deliver communications to its shareholders are permitted to deliver to two
or more shareholders sharing the same address a single copy of Metal Sky Star’s proxy statement. Upon written or oral request,
Metal Sky Star will deliver a separate copy of the proxy statement to any shareholder at a shared address who wishes to receive separate
copies of such documents in the future. Shareholders receiving multiple copies of such documents may likewise request that Metal Sky
Star deliver single copies of such documents in the future. Shareholders may notify Metal Sky Star of their requests by calling or writing
Metal Sky Star at Metal Sky Star’s principal executive offices at 132 West 31st Street, 9th Floor, New York,
NY 10001, (332) 237-6141.
WHERE
YOU CAN FIND MORE INFORMATION
Metal
Sky Star files annual, quarterly and current reports, proxy statements and other information with the SEC as required by the Exchange
Act. Metal Sky Star files its reports, proxy statements and other information electronically with the SEC. You may access information
on Metal Sky Star at the SEC website at http://www.sec.gov.
This
Proxy Statement describes the material elements of relevant contracts, exhibits and other information attached as annexes to this Proxy
Statement. Information and statements contained in this Proxy Statement are qualified in all respects by reference to the copy of the
relevant contract or other document included as an annex to this document.
You
may obtain this additional information, or additional copies of this Proxy Statement, at no cost, and you may ask any questions you may
have about the Extension Proposal or the Adjournment Proposal by contacting us at the following address, telephone number or facsimile
number:
Metal
Sky Star Acquisition Corporation
132
West 31st Street, 9th Floor,
New
York, NY 10001,
(332)
237-6141
In
order to receive timely delivery of the documents in advance of the Annual General Meeting, you must make your request for information
no later than ______, 2023.
ANNEX
A
METAL
SKY STAR ACQUISITION CORPORATION (the “Company”)
RESOLUTIONS
OF THE SHAREHOLDERS OF THE COMPANY
Proposal
3 - Extension Proposal
The
Amended and Restated Memorandum and Articles of Association of Metal Sky Star Acquisition Corporation shall be amended by deleting Section 36.2
in its entirety and replacing it with the following:
“36.2
In the event that the Company does not consummate its initial Business Combination by February 5, 2023 (the “Deadline”),
the Company may, but is not obliged to, extend the period of time to consummate the Business Combination for a further six (6) months
(the “Extension”) to August 5, 2024 (the “Extended Date”), provided that if
the Company exercises the Extension. In the event that the Company does not consummate a Business Combination by the Extended Date, such
failure shall trigger an automatic redemption of the Public Shares (an Automatic Redemption Event) and the directors of the Company shall
take all such action necessary (i) as promptly as reasonably possible but no more than ten (10) Business Days thereafter to redeem the
Public Shares or distribute the Trust Account to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount equal
to the applicable Per-Share Redemption Price; and (ii) as promptly as practicable, to cease all operations except for the purpose of
making such distribution and any subsequent winding up of the Company’s affairs. In the event of an Automatic Redemption Event,
only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to
their Public Shares.”
PROXY
METAL
SKY STAR ACQUISITION CORPORATION
132
West 31st Street, 9th Floor
New
York, NY 10001
(332)
237-6141
ANNUAL
MEETING OF SHAREHOLDERS
_____,
2023
YOUR
VOTE IS IMPORTANT
FOLD
AND DETACH HERE
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON _____, 2023
The undersigned, revoking
any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated September 28, 2023,
in connection with the Annual General Meeting and at any adjournments thereof (the “Annual General Meeting”) to be held at
10:00 a.m. Eastern Time on ____, 2023 in the office of Company’s counsel, Becker & Poliakoff P.A., at 45 Broadway, 17th
Floor, New York, NY 10006 and hereby appoints Wenxi He as proxy of the undersigned, with full power to appoint her substitute, and hereby
authorizes him to represent and to vote all ordinary shares of Metal Sky Star Acquisition Corporation (the “Company”) registered
in the name provided, which the undersigned is entitled to vote at the Annual General Meeting with all the powers the undersigned would
have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed
to vote or act as follows on the proposals set forth in this Proxy Statement.
THIS
PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR”
PROPOSAL 1 AND “FOR” PROPOSAL 2.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” PROPOSAL 1 AND “FOR” PROPOSAL 2, 3, AND 4.
PROPOSAL
1: Election of Directors
To
approval of the appointment of five (5) members to the Board of Directors.
NOMINEES:
| Wenxi
He |
|
Konstantin
A. Sokolov |
|
Zining
Jiang |
|
Xinghua
Fan |
|
Zhuo
Wang |
| For
All |
|
Withhold
All |
|
For
All Except |
| ☐ |
|
☐ |
|
☐ |
| INSTRUCTION: |
|
To
withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the box next to each
nominee you wish to withhold, as shown here: |
| |
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PROPOSAL
2: Ratification of Appointment of Independent Auditor
To
ratify the appointment of UHY LLP as the Company’s independent registered public account firm for the 2023 fiscal year.
| For |
|
Against |
|
Abstain |
| ☐ |
|
☐ |
|
☐ |
PROPOSAL
3: Extension Proposal.
Amend
Metal Sky Star’s Amended and Restated Memorandum and Articles of Association to extend the date by Metal Sky Star must consummate
its initial business combination to August 5, 2024, by amending the Amended and Restated Memorandum and Articles of Association
to delete the existing Section 36.2 thereof and replacing it with the new Section 36.2 in the form set forth in Annex A of
the accompanying proxy statement.
| For
|
|
Against |
|
Abstain |
| ☐ |
|
☐ |
|
☐ |
PROPOSAL
4: Adjournment Proposal
To
direct the chairman of the Annual General Meeting to adjourn the Annual General Meeting to a later date or dates, if necessary, to permit
further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual General Meeting, there are not sufficient
votes to approve the Proposals 1, 2 and 3.
| For |
|
Against |
|
Abstain |
| ☐ |
|
☐ |
|
☐ |
Please
indicate if you intend to attend this Meeting ☐ YES ☐
NO
| Signature
of Shareholder: |
|
|
| |
|
|
| Date: |
|
|
| Name
shares held in (Please print): |
|
Account
Number (if any): |
| |
|
|
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|
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|
|
| No.
of Shares Entitled to Vote: |
|
Stock
Certificate Number(s): |
| |
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| Note: |
Please
sign exactly as your name or names appear in the Company’s stock transfer books. When shares are held jointly, each holder
should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. |
| |
|
| |
If
the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. |
| |
|
| |
If
the signer is a partnership, please sign in partnership name by authorized person. |
| |
Please
provide any change of address information in the spaces below in order that we may update our records: |
Shareholder’s
Signature
Shareholder’s
Signature
Signature
should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors,
administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of
attorney.
PLEASE
SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO VSTOCK TRANSER LLC. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS SET FORTH IN PROPOSALS
2 AND WILL GRANT DISCRETIONARY AUTHORITY TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL GENERAL MEETING OR ANY
ADJOURNMENTS OR POSTPONEMENTS THEREOF. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
PLEASE
COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
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