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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 31, 2024
METAL
SKY STAR ACQUISITION CORPORATION
(Exact
name of registrant as specified in its charter)
Cayman
Islands |
|
001-41344 |
|
N/A |
(State
or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
132
West 31st Street,
9th
Floor
New
York, NY |
|
10001 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (332) 237-6141
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Units,
each consisting of one Ordinary Share, $0.001 par value, one redeemable warrant, and one right |
|
MSSAU |
|
The
Nasdaq Stock Market LLC |
Ordinary
Shares, $0.001 par value |
|
MSSA |
|
The
Nasdaq Stock Market LLC |
Redeemable
warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share |
|
MSSAW |
|
The
Nasdaq Stock Market LLC |
Rights
to receive one-tenth (1/10th) of one Ordinary Share |
|
MSSAR |
|
The
Nasdaq Stock Market LLC |
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
May 31, 2024, Metal Sky Star Acquisition Company (the “Company”) received a delinquency notification letter (the “Notice”)
from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) due to the
Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of the Company’s
failure to timely file its Annual Report on Form 10-K for the period ended December 31, 2023 and its Quarterly Report on Form 10-Q for
the period ended March 31, 2024. The Listing Rule requires listed companies to timely file all required periodic financial reports with
the Securities and Exchange Commission (the “SEC”).
This
Notice has no immediate effect on the listing of the Company’s securities on Nasdaq. However, if the Company fails to timely regain
compliance with the Rule, the Company’s securities will be subject to delisting from Nasdaq.
The
Notice provides that the Company has 60 calendar days, or until July 30, 2024, to submit to Nasdaq a plan to regain compliance
with the Nasdaq Listing Rule. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to 180 days, or until
October 14, 2024, to regain compliance. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity
to appeal that decision to a Nasdaq Hearings Panel.
The
Company is working diligently to complete its Form 10-K and Form 10-Q and expects to file its Form 10-K and Form 10-Q within the 60-day
period described above, which would eliminate the need for the Company to submit a formal plan to regain compliance. As required under
Nasdaq Listing Rule 5810(b), the Company issued a press release on June 6, 2024,
announcing that it had received the Notice. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.
Forward-Looking
Statements
This
Form 8-K contains forward-looking statements, including statements about the financial condition, results of operations, earnings outlook
and prospects of the Company. In addition, any statements that refer to projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified
by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,”
“estimate,” “forecast,” “project,” “continue,” “could,” “may,”
“might,” “possible,” “potential,” “predict,” “should,” “would”
and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The
forward-looking statements are based on the current expectations of the Company’s management and are inherently subject to uncertainties
and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that
future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties
or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these
forward-looking statements. These factors include, without limitation, our ability to respond in a timely and satisfactory matter to
the inquiries by Nasdaq, our ability to regain compliance with the Listing Rule and our ability to become current with our reports with
the SEC. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking
statements, please refer to our filings with the SEC. Forward-looking statements represent management’s current expectations and
are inherently uncertain. Except to the extent required by applicable law, we do not undertake any obligation to update or revise forward-looking
statements made by us to reflect subsequent events or circumstances.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
Dated:
June 6, 2024 |
Metal
Sky Star Acquisition Corporation |
|
|
|
|
By:
|
/s/
Wenxi He |
|
Name:
|
Wenxi
He |
|
Title:
|
Chief
Executive Officer and Director |
Exhibit
99.1
Metal
Sky Star Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Filing of Annual Report on Form 10-K
New
York, NY, June 6, 2024 (PRNewswire) — Metal Sky Star Acquisition Corporation. (Nasdaq: MSSA) (the “Company”)
announced that it has received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that
because the Company has not yet filed its Form 10-K for the period ended December 31, 2023 and its Form 10-Q for the period ended March
31, 2024, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file
all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).
This
notification has no immediate effect on the listing of the Company’s shares on Nasdaq. However, if the Company fails to timely
regain compliance with the Nasdaq Listing Rule, the Company’s securities will be subject to delisting from Nasdaq.
Under
Nasdaq rules, the Company has 60 calendar days to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule. If Nasdaq
accepts the Company’s plan, then Nasdaq may grant the Company up to 180 days from the prescribed due date for filing the Form 10-K
and From 10-Q to regain compliance. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to
appeal that decision to a Nasdaq Hearings Panel.
The
Company is working diligently and expects to file its Form 10-K and 10-Q within the 60-day period described above, which would eliminate
the need for the Company to submit a formal plan to regain compliance.
This
announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.
About
Metal Sky Star Acquisition Corporation
Metal
Sky Star Acquisition Corporation is a blank check company formed under the laws of the Cayman Islands for the purpose of effecting a
merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Forward
Looking Statements
This
press release contains statements that constitute “forward-looking statements”. Forward-looking statements are subject to
numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the
Company’s registration statement and final prospectus for the offering filed with the SEC. Copies are available on the SEC’s
website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this
release, except as required by law.
Company
Contacts:
Wenxi
He
Chairman
and Chief Executive Officer
132
West 31st Street, 9th Floor
(332)
237-6141
Email:
Olivia.he@gmail.com
Source:
Metal Sky Star Acquisition Corporation
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