UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR ~~Section~~ 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of of earliest event reported): ~~October~~November 3126, 2024

JAWS MUSTANG ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39975	98-1564586
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)

2340 Collins Avenue Miami Beach, FL		33139
(Address of principal executive offices)		(Zip Code)

~~Registrant’s telephone number, including area code:~~ (305) 695-5500

Registrant’s telephone number, including area code

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨x 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))

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 Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant	~~JWSM.U~~JWSUF	~~The~~OTC ~~New~~Pink ~~York~~Open ~~Stock Exchange American~~Market
Class A ordinary shares included as part of the units	~~JWSM~~JWSMF	~~The~~OTC ~~New~~Pink ~~York~~Open ~~Stock Exchange American~~Market
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	JWSM WS	The New York Stock Exchange American
Redeemable warrants, included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	JWSWF	OTC Pink Open Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 15.~~01.~~03 ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year.

On ~~October 31~~November 26, 2024, Jaws Mustang ~~Acquisition~~ Acquisition Corporation (the “Company” or “JWSM”) held an extraordinary general meeting of shareholders (the “Shareholder Meeting”) (A) to amend, aby ~~Cayman~~way ~~Islands~~of ~~exempted~~special ~~company~~resolution, the Company’s amended and restated memorandum and articles of association (the “~~Company~~Memorandum and Articles of Association”), ~~issued~~to aextend ~~promissory~~the ~~note~~date (the “Termination Date”) by which the Company has to consummate a business combination (the “~~Note~~Charter Extension”) infrom December 4, 2024 (the ~~principal~~“Amended ~~amount~~Termination ofDate”) upto January 4, 2025 (the “Charter Extension Date”) and to ~~$400~~allow the Company,~~000~~ without another shareholder vote, to ~~Starwood~~elect ~~Capital~~to ~~Group~~extend ~~Management~~the Termination Date to consummate a business combination on a monthly basis for up to twenty-three times by an additional one month each time after the Charter Extension Date, ~~L.L.C.~~by resolution of the Company’s board of directors (the “Board”), aif ~~Connecticut~~requested by Mustang Sponsor LLC (the “Sponsor”), a Delaware limited liability company., ~~The~~and ~~Note~~upon ~~does~~five ~~not~~days’ ~~bear~~advance ~~interest~~notice ~~and~~prior ~~matures~~to ~~upon~~the ~~consummation~~applicable Termination Date, until December 4, 2026, or a total of up to twenty-three months after the ~~Company’s~~Charter ~~initial~~Extension Date, unless the closing of a business combination. Inshall have occurred prior thereto (such amendment, the ~~event~~“Extension ~~that~~Amendment” and such proposal, the ~~Company~~“Extension ~~does~~Amendment Proposal”); ~~not~~and ~~consummate~~(B) if required, an ~~initial~~adjournment ~~business~~proposal ~~combination~~to adjourn, by way of ordinary resolution, the ~~Note~~Shareholder ~~will~~Meeting to bea ~~repaid~~later ~~only~~date ~~from~~or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote ~~funds~~at ~~remaining~~the ~~outside~~time of the ~~Company’s~~Shareholder ~~trust~~Meeting, ~~account~~there ~~established~~are ininsufficient ~~connection~~Class A ~~with~~ordinary shares, par value $0.0001 per share (the ~~initial~~“Class A Ordinary ~~public~~Shares”) ~~offering~~and ofClass B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” ~~Company’s~~and, ~~securities~~together with the Class A Ordinary Shares, ifthe ~~any~~“Ordinary Shares”), in the capital of the Company represented (either in person or ~~will~~by beproxy) ~~contributed~~to constitute a quorum necessary to ~~capital,~~conduct ~~forfeited,~~business ~~eliminated,~~at the Shareholder Meeting or at the time of the Shareholder Meeting to approve the Extension Amendment Proposal or (ii) where the Board has determined it is otherwise ~~forgiven~~necessary (the “Adjournment Proposal”).

The ~~foregoing~~shareholders ~~description~~of isthe ~~qualified~~Company inapproved the ~~its~~Extension ~~entirety~~Amendment byProposal ~~reference~~at to the ~~Note~~Shareholder Meeting and on November 27, a2024, ~~copy~~the Company filed an Amended and Restated Memorandum and Articles of ~~which~~Association isreflecting ~~attached~~the asExtension ~~Exhibit~~Amendment ~~10.1~~(the ~~hereto~~“Charter ~~and~~Amendment”) iswith ~~incorporated~~the Registrar ~~herein~~of byCompanies ~~reference~~of the Cayman Islands, effective November 26, 2024.

~~Item~~The ~~2.03.~~foregoing ~~Creation~~description ofis qualified in its entirety by reference to the Charter Amendment, a ~~Direct~~copy ~~Financial~~of ~~Obligation~~which oris anattached ~~Obligation~~as ~~Under~~Exhibit 3.1 anhereto ~~Off-balance~~and ~~Sheet~~is ~~Arrangement~~incorporated ofby areference ~~Registrant~~herein.

~~The disclosure contained in~~ Item 15.0107 Submission of ~~this Current~~Matters ~~Report~~to ona ~~Form~~Vote ~~8-K~~of isSecurity ~~incorporated by reference in this Item 2~~Holders.~~03.~~

~~Item~~On ~~3.01.~~November 26, ~~Notice~~2024, ofthe ~~Delisting~~Company orheld ~~Failure~~the Shareholder Meeting to ~~Satisfy~~approve athe ~~Continued~~Extension ~~Listing~~Amendment ~~Rule~~Proposal orand ~~Standard;~~if ~~Transfer~~required, ofthe ~~Listing~~Adjournment Proposal, as more fully described in the definitive proxy statement filed with the Securities and Exchange Commission on November 12, 2024. As there were sufficient votes to approve the Extension Amendment Proposal, the Adjournment Proposal was not presented to shareholders.

AsHolders ~~previously~~of ~~disclosed~~26, ~~on February 5~~387,016 ~~2024, the~~Ordinary ~~Company~~Shares ~~received a written notice from New York Stock Exchange American LLC (“NYSE American”) indicating that the staff~~ of ~~NYSE American (~~the ~~“Staff”) has determined to commence proceedings to delist the~~ Company’s ~~(i) units,~~held ~~each consisting~~ of ~~one~~record ~~Class~~as Aof ~~ordinary share~~November 11, ~~$0.0001 par value (“Class A Ordinary Shares”)~~2024, ~~and one-fourth of one redeemable warrant (“Units”), (ii) Class A Ordinary Shares included as part of~~ the ~~Units~~record ~~and~~date ~~(iii)~~for ~~redeemable warrants included as part of~~ the ~~Units~~Shareholder ~~(each~~Meeting, awere ~~“Warrant”),~~present ~~each~~in ~~whole~~person ~~Warrant~~or ~~exercisable~~by ~~for one Class A Ordinary~~proxy ~~Share~~ at anthe ~~exercise~~meeting, ~~price~~representing ofapproximately ~~$11~~96.5073% ~~(collectively, the “Securities”)~~ of the ~~Company.~~voting ~~NYSE~~power ~~American~~of ~~reached its decision to delist~~ the Company’s ~~Securities~~Ordinary ~~pursuant~~Shares toas ~~Sections 119(b) and 119(f)~~ of the ~~NYSE American Company Guide because the Company~~record ~~failed~~date tofor ~~consummate a business combination (i) within 36 months of~~ the ~~effectiveness~~Shareholder ofMeeting, ~~its~~and ~~initial~~constituting ~~public offering registration statement or (ii) such shorter period that the Company specified in its registration statement. The Company has~~ a ~~right~~quorum ~~to a review of the Staff determination to delist the Securities by the Listings Qualifications Panel of the Committee~~ for ~~Review of~~ the ~~Board~~transaction of ~~Directors of NYSE American (the “Panel”). The Company timely requested the hearing before the Panel to request sufficient time to complete a~~ business ~~combination~~.

On October 23, 2024, the Panel convened to consider written submissions made by the Company and the Staff. On November 1, 2024, the Panel issued written notice of its decision stating that the Panel upholds the Staff's determination to initiate delisting proceedings. The Company may request that the full Committee for Review of NYSE American (the “Committee for Review”) reconsider the decision of the Panel. The Company does not intend to have the full Committee for Review reconsider the decision of the Panel. NYSE American announced on November 1, 2024 that the Staff has determined to suspend trading of the Company's Securities. NYSE American will complete the delisting by filing a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 with the U.S. Securities and Exchange Commission (the “SEC”).

Following the suspension of trading on NYSE American, the Company intends to have its Securities quoted on the OTC Markets Group Inc. (the “OTC”). The Company will remain subject to the periodic reporting requirements of the Exchange Act and the shareholders of the Company will not be required to exchange any Securities.

~~Item~~The ~~8.01.~~voting ~~Other~~results ~~Events.~~for the Extension Amendment Proposal were as follows:

As previously disclosed, on March 8, 2024, the Company entered into a non-binding letter of intent with investment entities affiliated with Starwood Capital Group, a privately-held private equity firm founded and controlled by Barry Sternlicht that owned interests in a portfolio of hotels, including the 1 Hotel Central Park in Manhattan, with respect to a proposed business combination transaction. On November 1, 2024, the Company issued a press release announcing that the Company has suspended pursuit of such previously announced business combination transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

For		Against		Abstain
26,380,004		6,512		500

~~Forward-Looking~~In ~~Statements~~connection with the vote to approve the Extension Amendment Proposal, the holders of 1,405,293 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.48 per share, for an aggregate redemption amount of approximately $15,111,008. After the satisfaction of such redemptions, the balance in the Trust Account will be approximately $1,027,603.

~~Certain~~Item ~~statements made in this report are “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995~~9. Forward-looking statements may generally be identified by the use of words such as “estimate,” “projects,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “should,” “future,” “propose,” “potential,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements01. ~~These~~Financial ~~forward-looking~~Statements ~~statements include, but are not limited to, statements regarding the timing~~ and effect of the Company’s delisting from NYSE American and transfer to the OTC. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements speak only as of the date of this report and are subject to a number of known and unknown risks, uncertainties and assumptions, including without limitation, risks associated with the delisting from NYSE American, the Company’s ability to successfully transfer to the OTC, market conditions and the impact of these changes on the trading and price of the Company’s Securities and other risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 16, 2024 and in its other subsequent filings with the SEC, including its subsequent Quarterly Reports on Form 10-Q. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.Exhibits

~~Item 9.01. Financial Statements and~~ (d) Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amended and Restated Memorandum and Articles of Association.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No.		Description
10.1		Promissory note, dated as of October 31, 2024, by and between Jaws Mustang Acquisition Corporation and Starwood Capital Group Management, L.L.C.
99.1		Press release, dated November 1, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

	JAWS MUSTANG ACQUISITION CORPORATION
Dated: November 29, 2024	JAWS MUSTANG ACQUISITION CORPORATION
Dated: November 1, 2024	By:	/s/ Andrew Klaber
	By:	/s/ Andrew Klaber
	Name:	Andrew Klaber
	Title:	Chief Executive Officer

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