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 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO
BE HELD ON OCTOBER 30, 2023
TO
THE SHAREHOLDERS OF METAL SKY STAR ACQUISITION CORPORATION:
You are cordially invited
to attend the Extraordinary 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 October 30,
2023 (the “Extraordinary General Meeting”). The Extraordinary 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 extraordinary general
meeting of the Company’s shareholders, the Extraordinary General Meeting is being held for the purpose of considering and voting
upon the following proposals:
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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”) and reduce the amount of the fee to extend such time period,
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 1” or “Extension
Proposal”);
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a proposal
to amend the Investment Management Trust Agreement, dated March 30, 2022 (the “Trust Agreement”),
by and among the Company, Wilmington Trust, N.A., as trustee, and Vstock Transfer LLC, to reflect
the Extension Proposal (the “Proposal 2” or “Trust Amendment Proposal”);
and
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a proposal
to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary 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 Extraordinary General Meeting, there are not
sufficient votes to approve any of the foregoing proposals (the “Proposal 3” or “Adjournment
Proposal”).
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If the shareholders approve
the Extension Proposal and the Trust Amendment Proposal, the Company will have until August 5, 2024 to consummate an initial business
combination, and, without another shareholder vote, may elect to extend the time period within which the Company must consummate its
initial business combination for up to six (6) additional one-month periods, to August 5, 2024, by depositing the Monthly Extension Fee
(as defined below) into the Company’s trust account (the “Trust Account”). 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 November 5, 2023, while the subsequent Monthly Extension Fees must be deposited into the Trust
Account by the 5th of each succeeding month until August 5, 2024.
Each of the Extension Proposals
and the Trust Amendment Proposal is cross-conditioned on the approval of the other. Each of the Extension Proposals, Trust Amendment
Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully
each of the proposals in the accompanying proxy statement before you vote.
The purpose of the Extension
Proposal is to allow Metal Sky Star more time to complete an initial business combination. Currently, 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 to extend the time period within which the
Company must consummate its initial business combination to February 5, 2024 after thirteen (13) monthly extensions. The purpose
of the Extension Proposal is to allow the Company the 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) one-month periods, beginning on February 5, 2024 to August 5, 2024 (the “Extended
Date”) 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 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 Extraordinary 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, 2024, 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
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 Extraordinary General Meeting and which vote on the Extension Proposal will be required to approve the Extension Proposal. Pursuant
to the Trust Agreement, approval of the Trust Amendment Proposal requires the affirmative vote of at least 65% of the issued and outstanding
Ordinary Shares of the Company. 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 Extraordinary General Meeting and which vote on the Adjournment Proposal will be required to approve
such 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 Extraordinary 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 Extraordinary General Meeting or any adjournments
thereof.
After careful consideration
of all relevant factors, our Board has determined that the Extension Proposal, the Trust Amendment 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 Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary
General Meeting, we urge you to read this material carefully and vote your shares.
We look forward to seeing
you at the Extraordinary General Meeting.
Dated:
October 10, 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 Extraordinary General Meeting. If
you are a shareholder of record, you may also cast your vote in person at the Extraordinary 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 Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank.
Important Notice Regarding the Availability
of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on October 30, 2023: This Notice of Extraordinary
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
EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
TO
BE HELD ON OCTOBER 30, 2023
PROXY
STATEMENT
The Extraordinary General
Meeting (the “Extraordinary 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 October 30, 2023. The Extraordinary 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 Extraordinary General
Meeting is being held for the sole purpose of considering and voting upon the following proposals:
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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”) and reduce the amount of the fee to extend such time period,
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 this proxy statement (the “Proposal 1” or “Extension Proposal”);
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A proposal to amend the Investment Management Trust Agreement, dated March 30, 2022 (the “Trust
Agreement”), by and among the Company, Wilmington Trust, N.A., as trustee, and Vstock Transfer LLC, to reflect the Extension
Proposal (the “Proposal 2” or “Trust Amendment Proposal”); and |
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a proposal to direct the chairman of the Extraordinary General Meeting
to adjourn the Extraordinary 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 Extraordinary General Meeting, there are not sufficient votes to approve any
of the foregoing proposals (the “Proposal 3” or “Adjournment Proposal”). |
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
and to enable the Company to reduce the amount of the Monthly Extension Fee (as described below). The purpose of the Trust Amendment
Proposal is to amend the Trust Agreement to be consistent with the amendments to the Company’s Amended and Restated Memorandum
and Articles of Association.
A quorum of shareholders
is necessary to hold a valid meeting. A quorum will be present for the Extraordinary 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. 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 Extraordinary General Meeting and which vote on the Extension Proposal will be required to approve the Extension
Proposal. Pursuant to the Trust Agreement, approval of the Trust Amendment Proposal requires the affirmative vote of at least 65% of
the issued and outstanding Ordinary Shares of the Company. 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 Extraordinary General Meeting and which vote on the Adjournment Proposal
will be required to approve such proposal.
To effectuate each Monthly
Extension (as defined herein), 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 November 5, 2023, while the subsequent Monthly Extension Fee must be
deposited into the Trust Account by the 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 Extraordinary
General Meeting and, unless we can complete an initial business combination by February 5, 2024, 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 Trust Amendment 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 and Trust Amendment 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.
However, the Company
will not proceed with the Extension Proposal if the redemption of public shares in connection therewith would cause the Company to have
net tangible assets of less than $5,000,001. In the event that the redemption of public shares causes the net tangible assets to be less
than $5,000,001 and the Extension Proposal is not implemented, the Company will be required to dissolve and liquidate its Trust Account
by returning the then remaining funds in such Trust Account to the public stockholders. If the Extension Proposal and the Trust Amendment
Proposal are 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 an initial
business combination when it is submitted to the shareholders, subject to any limitations set forth in the amended and restated memorandum
and articles of association and the limitations contained in related agreements.
If the Extension Proposal
and Trust Amendment Proposal are 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 Extraordinary 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 Extraordinary 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
or Trust Amendment Proposal is not approved and we are unable to consummate our initial business combination by February 5, 2024,
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 or the Extended Date if our shareholders approve the Extension Proposal and Trust Amendment
Proposal. 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 or the Extended Date if our shareholders
approve the Extension Proposal and Trust Amendment Proposal.
You are also being asked
to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary 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 Extraordinary General
Meeting, there are not sufficient votes to approve the proposals.
The Record Date for the
Extraordinary 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 Extraordinary General Meeting. On the Record Date, there were 8,819,676 outstanding
ordinary shares of Metal Sky Star, including 5,614,676 outstanding Public Shares. Metal Sky Star’s rights and warrants do not have
voting rights.
This proxy statement contains
important information about the Extraordinary General Meeting and the proposals. Please read it carefully and vote your shares.
This
proxy statement is dated October 10, 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.
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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 Extraordinary General Meeting to be
held on October 30, 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 Extraordinary General Meeting.
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What is being voted on? |
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You
are being asked to consider and vote on the following proposals: |
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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”) and
reduce the amount of the fee to extend such time period, 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 1” or the “Extension Proposal”);
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a
proposal to amend the Investment Management Trust Agreement, dated March 30, 2022 (the “Trust
Agreement”), by and among the Company, Wilmington Trust, N.A., as trustee, and Vstock
Transfer LLC, to reflect the Extension Proposal (the “Proposal 2” or “Trust
Amendment Proposal”); and
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a
proposal to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary
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 Extraordinary General
Meeting, there are not sufficient votes to approve the Extension Proposal (the “Proposal
3” or the “Adjournment Proposal”).
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How does the Board of Directors recommend I vote? |
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After
careful consideration of all relevant factors, the Board recommends that you vote or give
instruction to vote “FOR” the Extension Proposal, “FOR” the Trust
Amendment Proposal and “FOR” the Adjournment Proposal.
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Why is the Company proposing the Extension Proposal and Trust Amendment Proposal?
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Metal
Sky Star’s Amended and Restated Memorandum and Articles of Association currently 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.
Metal Sky Star executed a definitive agreement
with Future Dao Group Holding Limited (“Future Dao”) for an initial business combination. However, on October 6, 2023, Metal
Sky Star and Future Dao mutually terminated the definitive agreement. Metal Sky Star is in the process of searching for an alternative target but does not expect be able to identify a new target company and consummate such an initial business combination by February 5, 2024.
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Because
Metal Sky Star does not anticipate being 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.
In addition, Metal Sky Star also is seeking to reduce the monthly amount that the Sponsor
(or its designees) would be required to deposit into the Trust Account as a condition to
exercising the ability to extend the date by which it must consummate a business combination
in order to facilitate its ability to successfully consummate an initial business combination.
We intend to hold another meeting of our shareholders in order to seek shareholder approval
of a proposed business combination.
If the Extension Proposal and the Trust Amendment
Proposal are approved, the removal of the Withdrawal Amount from the Trust Account in connection with the redemption will reduce the
amount held in the Trust Account thereafter. We cannot predict the amount that will remain in the Trust Account if the Extension is approved
and the amount remaining in the Trust Account may be substantially less than that was in the Trust Account as of September 29, 2023,
which could impact our ability to consummate a business combination.
Each of the Extension Proposal and the Trust Amendment Proposal is
cross-conditioned on the approval of each other. You are not being asked to vote on any proposed business combination at this time.
If the Extension Proposal and Trust Amendment Proposal are approved and you do not elect to redeem your public shares in connection with
such votes, you will retain the right to vote on any proposed business combination when and if one is submitted to shareholders and the
right to redeem your public shares for a pro rata portion from the Trust Account in the event a proposed business combination is approved
and completed or the Company has not consummated a business combination by the Extended Date. |
| 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. Accordingly, our Board is proposing
the Extension Proposal and Trust Amendment 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 Extraordinary
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. |
| 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, Trust Amendment 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 2,875,000 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 or Trust Amendment Proposal. Any Public Shares held by or subsequently purchased by affiliates of Metal Sky Star may be voted
in favor of the Extension Proposal or Trust Amendment Proposal. |
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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 and Trust Amendment Proposal are 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”). The Monthly Extension Fees must be deposited into the Trust Account
by the 5th of each succeeding month until the Extended Date (the “Contributions”).
Assuming the Extension Proposal and Trust Amendment Proposal are approved, the initial and
any subsequent Contribution will be deposited in the trust account promptly following the
Extraordinary 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 and Trust Amendment Proposal. The Contributions will not occur
if the Extension Proposal and Trust Amendment Proposal are 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 and Trust Amendment Proposal will not be put before the shareholders at the Extraordinary
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. |
| Q.
Will you seek any further extensions to liquidate the trust account? |
|
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 Extraordinary 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 and Trust
Amendment Proposal are not approved? |
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A. |
If the Extension Proposal and Trust Amendment
Proposal are not approved and we have not consummated an initial business combination by February 5, 2024, 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, 2024.
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, 2024. |
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| Q. If the Extension Proposal and Trust Amendment Proposals are approved,
what happens next? |
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A. |
If the Extension Proposal and Trust Amendment
Proposal are approved, the Company has until the Extended Date to complete its initial business combination.
If the Extension Proposal and Trust Amendment
Proposal are 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. |
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However, the Company will not proceed
with the Extension Proposal if the redemption of public shares in connection therewith would cause the Company to have net tangible
assets of less than $5,000,001. In the event that the redemption of public shares causes the net tangible assets to be less than
$5,000,001 and the Extension Proposal is not implemented, the Company will be required to dissolve and liquidate its Trust Account
by returning the then remaining funds in such Trust Account to the public shareholders. If the Extension Proposal and the Trust
Amendment Proposal are 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 an initial business combination when it is submitted to the shareholders, subject to any limitations set
forth in the amended and restated memorandum and articles of association and the limitations contained in related agreements.
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? |
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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 Extraordinary 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 Extraordinary General Meeting.
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| Q.
How do I change my vote? |
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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 Extraordinary General Meeting or by voting online at the Extraordinary
General Meeting. Attendance at the Extraordinary 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, Attention - 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, 2 and 3 are “non-discretionary” items.
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 Trust Amendment Proposal and will have no effect
on the other proposals. |
| Q.
What is a quorum requirement? |
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A. |
A
quorum of shareholders is necessary to hold a valid Meeting. A quorum will be present for
the Extraordinary 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), vote online, or if you attend
the Extraordinary General Meeting. Abstentions will be counted towards the quorum requirement. If there is no quorum, the chairman of
the Extraordinary General Meeting may adjourn the Extraordinary General Meeting to another date.
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| Q. How are votes counted? |
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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 Extraordinary General Meeting and which
vote on the Extension Proposal will be required to approve the Extension Proposal.
Pursuant to the Trust Agreement, approval
of the Trust Amendment Proposal requires the affirmative vote of at least 65% of the issued and outstanding Ordinary Shares of the
Company.
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 Extraordinary General Meeting and
which vote on the Adjournment Proposal will be required to approve such proposal. The Adjournment Proposal will only be put forth
for a vote if there are not sufficient votes for, or otherwise in connection with, the approval of the other proposals at the special
meeting.
For purposes of the Extension Proposal and
Adjournment Proposal, abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum,
will not count as a vote cast at the Extraordinary General Meeting and will have no effect on the outcome of any vote on such proposals.
With respect to the Trust Amendment Proposal,
abstentions and broker non-votes will have the same effect as “AGAINST” votes. Abstentions will be counted in connection
with the determination of whether a valid quorum is established. |
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Q.
Who can vote at the Extraordinary General Meeting?
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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 Extraordinary
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 in person or online at the Extraordinary General
Meeting or vote by proxy. Whether or not you plan to attend the Extraordinary General Meeting, 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 Extraordinary General Meeting. However,
since you are not the shareholder of record, you may not vote your shares online at the Extraordinary
General Meeting unless you request and obtain a valid proxy from your broker or other agent.
|
Q.
Does the Board recommend voting for the approval of the Extension Proposal, Trust Agreement
Amendment Proposal and the Adjournment Proposal?
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A. |
Yes. After careful
consideration of the terms and conditions of these proposals, the Board has determined that
the Proposals 1, 2 and 3 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”
for the Proposals 1, 2 and 3.
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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. |
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| Q.
What happens to the Metal Sky Star right and warrants if the Extension Proposal is approved? |
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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? |
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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 Extraordinary
General Meeting or by submitting a proxy for the Extraordinary General Meeting. Whether or
not you plan to attend the Extraordinary General Meeting, 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 Extraordinary General Meeting and vote online if you have already
voted by proxy.
Voting by Mail. By signing the proxy card
and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote
your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even
if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend. |
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Voting by Internet. Shareholders who have
received a copy of the proxy card by mail may be able to vote over the Internet by visiting the web address on the proxy card and entering
the voter control number included on your proxy card.
Voting by email or fax. If available,
you may vote by email or fax by following the instructions provided on the proxy card.
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 Extraordinary General Meeting. However, since you are not the shareholder of record, you may not vote your
shares online at the Extraordinary 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 Extraordinary 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 Extraordinary General Meeting will not be redeemed for cash. In the event
that a public shareholder tenders its shares and decides prior to the Extraordinary 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
Extraordinary 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:
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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 full 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.
The net proceeds of the
IPO plus the proceeds of the sale of the private placement units were deposited in the trust account.
On
January 26, 2023, the Company held an extraordinary general meeting of its shareholders and approved a proposal to amend the Company’s
amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination
twelve (12) times for an additional one (1) month each time to February 5, 2024. In connection with this vote on the proposal to
amend our amended and restated memorandum and articles of association, holders of our public shares were entitled to exercise their redemption
rights and public shareholders tendered an aggregate of 5,885,324 public shares for redemption. As a result of the exercise
of the redemption right, 5,614,676 public shares remain unredeemed.
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.
As previously reported, on
April 12, 2023, Metal Sky Star entered into merger agreement with Future Dao for a business combination that would qualify as an initial
business combination under its Amended and Restated Memorandum and Articles of Association. However, on October 6, 2023, Metal Sky Star
and Future Dao terminated the merger agreement by mutual consent. As a result, Metal Sky Star is in the process of searching for a new
target with which to complete its initial business combination.
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 currently be an inadvertent
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 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 and to enable the Company to reduce the amount of the
Monthly Extension Fee.
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, 2024, 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, 2024 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.
As we are still in the process of searching for a target for our initial business combination, our Board currently believes that there
will not be sufficient time before February 5, 2024 to complete an 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 Extraordinary 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. In addition, we are also seeking to reduce the monthly amount that the Sponsor (or
its designees) would be required to deposit into the Trust Account as a condition to exercising its ability to extend the date by which
we must consummate a business combination in order to facilitate our ability to successfully consummate an initial business combination.
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.
The Board has determined that
it is in the best interests of the Company’s shareholders to approve the Extension Proposal, pursuant to which, once approved,
the Company will have until August 5, 2024 to consummate its initial business combination, and the Company may, but is not obligated
to, extend the period of time to consummate a business combination six times by an additional one month each time, for a total of up
to six additional months until August 5, 2024 to complete a business combination, provided that the Sponsor or its designee must deposit
into the Trust Account the Monthly Extension Fee in the amount of the lesser of (i) $30,000 for all remaining public shares and (ii)
$0.033 for each remaining public share for each Monthly Extension.
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, 2024 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 Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary General Meeting. If the Extension Proposal is not approved or
if they are abandoned, such shares will be returned promptly following the Extraordinary General Meeting as described above.
However, the Company will
not proceed with the Extension Proposal if the redemption of public shares in connection therewith would cause the Company to have net
tangible assets of less than $5,000,001. In the event that the redemption of public shares causes the net tangible assets to be less
than $5,000,001 and the Extension Proposal is not implemented, the Company will be required to dissolve and liquidate its Trust Account
by returning the then remaining funds in such Trust Account to the public stockholders.
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:
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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; |
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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). |
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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 Extraordinary
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 Extraordinary 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 2 — THE
TRUST AMENDMENT PROPOSAL
Overview
On April 5, 2022, we consummated
the IPO of 11,500,000 Public Units to our public shareholders and the Private Placement of 330,000 Private Units to the Sponsor. As a
result, an aggregate amount of gross proceeds of $115,000,000 was placed in the Trust Account established by Vstock Transfer LLC, our
transfer agent and maintained at Wilmington Trust, National Association acting as trustee.
On
January 26, 2023, we held an extraordinary general meeting of our shareholders and our shareholders approved a proposal to amend
our amended and restated memorandum and articles of association to extend the date by which we have to consummate a business combination
twelve (12) times for an additional one (1) month each time to February 5, 2024. In connection with this vote on the proposal to
amend our amended and restated memorandum and articles of association, holders of our public shares were entitled to exercise their redemption
rights and public shareholders tendered an aggregate of 5,885,324 public shares for redemption. As a result of the exercise
of the redemption right, 5,614,676 public shares remain unredeemed. As of the Record Date, the balance of the Trust Account
is $60,530,261.75.
The Trust Agreement currently
provides that Wilmington Trust, as trustee, shall commence liquidation of the Trust Account only and promptly after its receipt of the
applicable termination letter delivered by the Company in connection with either a closing of an initial business combination or the
Company’s inability to effect an initial business combination within the prescribed timeline specified in the Company’s amended
and restated memorandum and articles of association. The Trust Agreement further provides that the provision described in the preceding
sentence may not be modified, amended or deleted without the affirmative vote of the holders of at least sixty-five percent (65%) of
the then outstanding ordinary shares voting together as a single class. Further, pursuant to such amended and restated memorandum and
articles of association, under the Trust Agreement, the Company may extend the time period for it to complete its initial business combination
in one month extensions provided that the Sponsor, or its designee, deposits $0.033 per outstanding public share (or approximately $187,000
in the aggregate) into the Trust Account for each monthly extension.
Reasons for the Trust Amendment Proposal
We propose to amend the
Trust Agreement in the form set forth in Annex B to this proxy statement to allow the Company more time to complete an initial
business combination as the Board does not believe that there is sufficient time before the current termination date to consummate a
business combination and the Board wishes to have the flexibility to extend the Company’s time to complete a business combination.
Further, the Trust Amendment Proposal is necessary to enable the Trust Agreement to match the Extended Date if the Extension Proposal
is approved. In addition, Metal Sky Star also is seeking to reduce the monthly mount that the Sponsor (or its designees) would be required
to deposit into the Trust Account as a condition to exercising the ability to extend the date by which it must consummate a business
combination in order to facilitate its ability to successfully consummate an initial business combination.
The purpose of the Trust
Amendment Proposal is to amend the Trust Agreement to extend the liquidation of the Trust Account to match the Extended Date if the Extension
Proposal is approved. The Trust Amendment Proposal is necessary in conjunction with the Extension Proposal because, otherwise, the Trust
Agreement would terminate and the result would be the same as if the Extension Proposal was not approved.
Based on the foregoing,
the Trust Amendment Proposal would enable the Company to extend the time period to complete an initial business combination for six (6)
additional one-month extension periods, for a total of up to six additional months to August 5, 2024, provided that the Sponsor or its
designee must deposit into the Trust Account the Monthly Extension Fee in the amount equal to the lesser of (i) $30,000 for all remaining
public shares and (ii) $0.033 for each remaining public share for each Monthly Extension. Accordingly, our Board believes that in
order to successfully complete a business combination, it is appropriate to amend the Trust Agreement.
After careful consideration
of all relevant factors, the Board has determined that the Trust Amendment Proposal is in the best interests of the Company and its shareholders
and recommends that you vote or give instruction to vote “FOR” the Trust Amendment Proposal.
Approval of the Trust Amendment
Proposal is a condition to the implementation of the Extension. A copy of the proposed amendment to the Trust Agreement is attached to
this proxy statement as Annex B.
Consequences If the Trust Amendment Proposal
Is Not Approved
Each of the Extension Proposal
and the Trust Amendment Proposal is cross-conditioned on the approval of the other. The Board will not implement the amendment of the
Amended and Restated Memorandum and Articles of Association and the Trust Agreement unless our shareholders approve each of the Extension
Proposal and the Trust Amendment Proposal.
If, based upon the tabulated
vote at the time of the Extraordinary General Meeting, there are insufficient votes from the holders of Ordinary Shares to approve the
Trust Amendment Proposal, Metal Sky may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient
votes in support of the Trust Amendment Proposal. If the Adjournment Proposal is not approved by the Company’s shareholders, the
Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient
votes from the holders of Ordinary Shares at the time of the Shareholder Meeting to approve the Trust Amendment Proposal.
If the Trust Amendment Proposal
is not approved at the Extraordinary General Meeting or at any adjournment thereof or is not implemented, and a business combination
is not completed with the prescribed timeline, then as contemplated by and in accordance with the Trust Agreement, the trustee shall
commence liquidation of the Trust Account only and promptly after its receipt of the applicable termination letter delivered by the Company
in connection with either a closing of an initial business combination or the Company’s inability to effect an initial business
combination within the time frame specified in the current memorandum and articles of association.
Consequences If the Trust Amendment is Approved
If the Extension Proposal
and the Trust Amendment Proposal are approved, the amendment to the Trust Agreement in the form of Annex B hereto will
be executed and the Trust Account will not be disbursed except to the extent any redemptions are made in connection with this extraordinary
general meeting, in connection with our completion of a business combination or in connection with our liquidation if we do not complete
an initial business combination by the Extended Date. We will then continue to work to consummate a business combination by Extended
Date.
Vote Required for Approval
Pursuant to the Trust Agreement,
approval of the Trust Amendment Proposal requires the affirmative vote of at least 65% of the then issued and outstanding Ordinary Shares
of the Company. The Trust Amendment Proposal is conditioned on the approval of the Extension Proposal. With respect to the Trust Amendment
Proposal, abstentions and broker non-votes will have the same effect as “AGAINST” votes.
The Board has unanimously
approved the Trust Amendment Proposal. All of the initial shareholders are expected to vote any Ordinary Shares owned by them in favor
of the Trust Amendment Proposal.
In addition, the Board considered
the conflicts, as described in “Interests of the Metal Sky Star’s Sponsor Directors and Officers”, between their
respective personal pecuniary interests in successfully completing a business combination and the interests of public shareholders. The
Board determined that their respective personal pecuniary interests, in the form of the contingent and hypothetical value of Company
shares if a business combination is ultimately completed, was substantially less than the additional time, effort and potential liability
they might incur if they failed to discharge their fiduciary duties to the Company’s shareholders to the best of their ability,
which they, as Company shareholders as well, share.
After careful consideration
of all relevant factors, the Board determined that the Trust Amendment Proposal is fair to, and in the best interests of, the Company
and its shareholders, and has declared them advisable.
Recommendation of the Board
THE BOARD RECOMMENDS
THAT YOU VOTE “FOR” THE TRUST AMENDMENT PROPOSAL.
When you consider the recommendation
of our Board, you should keep in mind that the insiders have interests that may be different from, or in addition to, your interests
as a shareholder. For more details, see “Proposal 1 — Extension Proposal — Interests of Metal Sky’s
Sponsor Directors and Officers.”
PROPOSAL
3 — THE ADJOURNMENT PROPOSAL
The Adjournment Proposal,
if adopted, will request the chairman of the Extraordinary General Meeting (who has agreed to act accordingly) to adjourn the Extraordinary
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 Extraordinary General
Meeting to approve Proposals 1 and 2. If the adjournment proposal is not approved by our shareholders, it is agreed that the chairman
of the Extraordinary General Meeting shall not adjourn the Extraordinary General Meeting to a later date in the event, based on the tabulated
votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve Proposals 1 and 2.
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 Extraordinary
General Meeting will be required to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary 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 Extraordinary General Meeting, there are not sufficient votes to approve the Proposal 1 and 2. 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
EXTRAORDINARY GENERAL MEETING
Date, Time and Place.
The Extraordinary General Meeting of Metal Sky Star’s shareholders will be held at 10:00 a.m., Eastern Time on October 30, 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 Extraordinary General Meeting, if you owned Metal Sky Star ordinary
shares at the close of business on October 2, 2023, the Record Date for the Extraordinary 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 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 Extraordinary General Meeting and which vote on the Extension Proposal (Proposal
1) will be required to approve Proposal 1. Abstentions, which are not votes cast, will have no effect with respect to approval of this
proposal.
Pursuant to the Trust Agreement,
approval of the Trust Amendment Proposal requires the affirmative vote (in person or by proxy) of at least 65% of the issued and outstanding
Ordinary Shares of the Company. Abstentions will have the same effect as a vote “AGAINST” the Trust Amendment Proposal (Proposal
2).
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 Extraordinary General Meeting and are voted will be required to approve the Adjournment Proposal (Proposal 3). The Adjournment
Proposal will only be put forth for a vote if there are not sufficient votes for, or otherwise in connection with, the approval of the
other proposals at the Extraordinary General Meeting. Abstentions, which are not votes cast, will have no effect with respect to approval
of this proposal.
As none of the proposals
are “routine” matters, brokers will not be permitted to exercise discretionary voting on Proposals 1, 2 and 3.
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 and the Trust Amendment 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 Extraordinary
General Meeting, which is scheduled for October 30, 2023, you must demand redemption of your shares.
Voting Your Shares — Shareholders
of Record
If you are shareholder of
record, you may vote by mail, Internet, email or fax. Your one or more proxy cards show the number of Ordinary Shares that you own.
Voting by Mail. You
can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named
on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. If you sign and return the proxy
card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. The Board
recommends voting “FOR” the Extension Proposal, “FOR” the Trust Amendment Proposal, and “FOR” the
Adjournment Proposal.
Voting by Internet. Shareholders
who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting the web address on the proxy card
and entering the voter control number included on your proxy card.
Voting by email or fax.
If available, you may vote by email or fax by following the instructions provided on the proxy card.
Voting Your Shares — Beneficial
Owners
If your shares are registered
in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered
as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent,
you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly
from Metal Sky Star. Simply complete and mail the proxy card to ensure that your vote is counted. You also may be eligible to vote your
shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting.
If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in
the self-addressed, postage-paid envelope provided. To vote yourself at the Extraordinary General Meeting, you must first obtain
a valid legal proxy from your broker, bank or other agent and then register in advance to attend. Follow the instructions from your broker
or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form.
Proxies; Board Solicitation.
Your proxy is being solicited by the Board on the proposal to approve the proposals being presented to shareholders at the Extraordinary
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 Extraordinary 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 $7,500 and expenses, for its services in connection with the Extraordinary General Meeting.
MANAGEMENT
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 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.
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 28 months, our sponsor will be paid a total of $280,000 ($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 to $187,155 due to the redemption of 5,885,324 public shares. On April 18, 2023, the Company amended and restated the
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 loans 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, 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
No date for the Company’s
annual meeting of shareholders of 2023 has been set.
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 Extraordinary General Meeting, you must make your request for information no later than October
13, 2023.
ANNEX
A
METAL
SKY STAR ACQUISITION CORPORATION (the “Company”)
RESOLUTIONS
OF THE SHAREHOLDERS OF THE COMPANY
Proposal
1 - 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 up to six (6) additional times,
each by a period of one month (the “Extension”), to August 5, 2024 (the “Extended Date”),
provided that if the Company exercises the Extension, the Sponsor, or its designee or assignee, shall deposit additional funds into the
Trust Account in accordance with terms as set out in the trust agreement governing the Trust Account. 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.”
ANNEX
B
PROPOSED
TRUST AMENDMENT
[●],
2023
THIS
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of [●], 2023, by and between Metal
Sky Star Acquisition Corp., a Cayman Islands corporation (the “Company”), Wilmington Trust, National Association, a national
banking association (the “Trustee”), and Vstock Transfer LLC, as transfer agent for the Company’s securities (“Vstock”).
Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such
terms in that certain Investment Management Trust Agreement, dated March 30, 2022, by and between the parties hereto (the “Trust
Agreement”).
WHEREAS,
as of the business day immediately prior to the date first specified above, a total of $_________ is on deposit in the Trust Account;
WHEREAS,
the fifth recital of the Trust Agreement provides that the time period within which the Company may complete a business combination may
be extended in additional increments of one-month up to a total of 12 additional months from the closing date of the Offering, subject
to the payment into the Trust Account by the Sponsor (or its designees or affiliates) of the sum of $333,333 per month (or $383,332 in
the event that the Underwriters’ option to purchase additional units is exercised in full) (the “Extension Payment”),
representing the sum of $0.033 per Ordinary Share sold to Public Stockholders;
WHEREAS,
Section 1(i) of the Trust Agreement provides that the Trustee is to liquidate the Trust Account and distribute the Property in the Trust
Account after (x) receipt of, and only in accordance with, a Termination Letter; or (y) upon the date which is the later of (1) 12
months after the closing of the Offering or (2) such later date up to 21 months after closing of the Offering as may be approved
by the Company’s stockholders in accordance with the Company’s amended and restated memorandum and articles of association,
if a Termination Letter has not been received by the Trustee prior to such date;
WHEREAS,
Section 6(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may only be amended with the approval of the holders
of the affirmative vote of sixty-five percent (65%) of the then outstanding Ordinary Shares of the Company voting together as a single
class (the “Consent of the Stockholders”);
WHEREAS,
the Company obtained the Consent of the Stockholders to approve this Amendment; and
WHEREAS,
the parties desire to amend the Trust Agreement as provided herein.
NOW,
THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | Amendments
to Trust Agreement. |
| |
(a) |
The
fifth recital to the Trust Agreement is hereby amended and restated as follows: |
WHEREAS,
the Company’s ability to complete a business combination may be extended by up to six (6) additional increments of one-month each
until August ___, 2024, subject to the payment into the Trust Account by the Sponsor (or its designees or affiliates) of an amount for
each one-month extension equal to the lesser of (i) $30,000 for all remaining public shares and (ii) $0.033 per public share for each
remaining Ordinary Share held by a Public Stockholder (the “Monthly Extension Payment”), and which Monthly Extension
Payments, if any, shall be added to the Trust Account.
| |
(b) |
The
following new recital to the Trust Agreement is hereby inserted as the sixth recital on page 1 of the Trust Agreement |
WHEREAS,
on [●], 2023, the Company’s stockholders approved an extension of the deadline to consummate an initial Business Combination
from February 5, 2024 to August 5, 2024; and
| |
(c) |
Section
1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: |
(i)
Commence liquidation of the Trust Account only after and within two business days following (x) receipt of, and only in accordance
with the terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that
attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company
by an Authorized Representative (as such term is defined below), in coordination with the Company and Vstock and complete the liquidation
of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $50,000 of interest that may be
released to the Company to pay dissolution expenses), only as directed in the Termination Letter and other documents referred to therein,
or (y) upon the date which is the later of (1) August [ ], 2024 and (2) such later date as may be approved by the Company’s
shareholders in accordance with the Company’s amended and restated memorandum and articles of association, if a Termination
Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with
the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account,
including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of
any taxes payable and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed
to the Public Stockholders of record as of such date as reflected in the records of Vstock; provided, however,
that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto,
or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause
(y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following
the date the Property has been distributed to the Public Stockholders;
| |
2. |
Miscellaneous
Provisions. |
2.1. Successors. All
the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit
of their permitted respective successors and assigns.
2.2. Severability. This
Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.
2.3. Applicable
Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.
2.4. Counterparts. This
Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall
constitute but one instrument.
2.5. Effect
of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the
interpretation thereof.
2.6. Entire
Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes
all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to
the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled
and terminated.
[Signature
Page to Follow]
IN
WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first set forth above.
| METAL
SKY STAR ACQUISITION CORPORATION |
|
| |
|
|
| By: |
|
|
| Name: |
Wenxi
He |
|
| Title: |
Chief
Executive Officer |
|
| |
|
Wilmington
Trust, National Association,
as
Trustee |
|
| |
|
|
| By: |
|
|
| Name: |
David
B. Young |
|
| Title: |
Vice
President |
|
| |
|
| Vstock,
LLC |
|
| |
|
|
| By: |
|
|
| Name: |
|
|
| Title: |
|
|
PROXY
METAL
SKY STAR ACQUISITION CORPORATION
132
West 31st Street, 9th Floor
New
York, NY 10001
(332)
237-6141
EXTRAORDINARY
MEETING OF SHAREHOLDERS
OCTOBER
30, 2023
YOUR
VOTE IS IMPORTANT
FOLD
AND DETACH HERE
THIS PROXY IS SOLICITED
BY THE BOARD OF DIRECTORS FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 30, 2023
The undersigned, revoking
any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated October 10, 2023,
in connection with the Extraordinary General Meeting and at any adjournments thereof (the “Extraordinary General Meeting”)
to be held at 10:00 a.m. Eastern Time on October 30, 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 Extraordinary 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, 2 AND 3.
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE “FOR” PROPOSAL 1, 2 AND 3.
PROPOSAL
1: Extension Proposal.
Amend Metal Sky Star’s
Amended and Restated Memorandum and Articles of Association to extend the date by which 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 2: Trust Amendment
Proposal.
Amend the Investment Management
Trust Agreement, dated March 30, 2022 (the “Trust Agreement”), by and between the Metal Sky Star, Wilmington Trust, N.A.,
as trustee, and Vstock Transfer LLC, to reflect the Extension Proposal.
| For
|
|
Against |
|
Abstain |
| ☐ |
|
☐ |
|
☐ |
PROPOSAL
3: Adjournment Proposal
To direct the chairman of
the Extraordinary General Meeting to adjourn the Extraordinary 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 Extraordinary General Meeting, there are not sufficient
votes to approve Proposals 1 and 2.
| 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): |
| |
|
|
| |
|
|
| |
|
|
| No.
of Shares Entitled to Vote: |
|
Stock
Certificate Number(s): |
| |
|
|
| |
|
|
| 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 shares are 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 1, 2, AND 3 AND WILL GRANT DISCRETIONARY
AUTHORITY TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE EXTRAORDINARY 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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