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): ~~February~~March 1124, 2025

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.)

221 River Street, 9th Floor,

Hoboken, New Jersey

07030

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 201-721-8789

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 (1/10^th) of one Ordinary Share	MSSAR	The Nasdaq Stock Market LLC

Item 83.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

AsOn ~~previously~~March ~~disclosed~~24, 2025, Metal Sky Star Acquisition Corporation, a(the ~~Cayman~~“Company”) ~~Islands~~received ~~business~~written ~~company~~notice (the “~~Company~~Notice”)~~, requested~~ afrom ~~hearing~~the ~~before~~Listing ~~the~~Qualifications Department of The Nasdaq ~~Hearings~~Stock ~~Panel~~Market ~~(the~~LLC (“~~Panel~~Nasdaq”) tostating ~~present~~that ~~its~~the ~~plan~~Company ~~and~~is ~~requested~~not anin ~~extension to comply~~ compliance with Nasdaq Listing Rule ~~IM-5101-2~~5450(b), ~~i.e.~~because the ~~business~~Company ~~combination~~has ~~period~~not ~~requirements~~maintained ~~for~~a ~~continued~~minimum ~~listing~~1,100,000 onpublicly held shares. The ~~Nasdaq~~Notice ~~Global~~has ~~Market~~no ~~(“Nasdaq”).~~immediate ~~The~~effect ~~hearing~~on ~~was~~the ~~held~~listing onor ~~September~~trading ~~19,~~of ~~2024~~the Company’s listed securities (the “Listed Securities”).

ByThe ~~letter~~Company ~~dated~~has ~~October~~45 3,calendar ~~2024,~~days ~~the~~to ~~Company~~submit ~~was~~a ~~notified~~plan ~~that~~to regain compliance. If the ~~Panel~~plan ~~had~~is ~~granted~~accepted, ~~the~~Nasdaq ~~Company’s~~will ~~request~~grant ~~for~~an ~~continued~~extension ~~listing~~of onup to ~~Nasdaq~~180 ~~subject~~calendar todays from the ~~condition~~date ~~that~~of onthe orNotice ~~before~~to ~~November~~regain ~~30,~~compliance. ~~2024~~Alternatively, the Company ~~shall~~may ~~obtain~~consider ~~the~~applying ~~shareholders’~~for ~~approval~~a totransfer ~~amend~~to ~~its~~the ~~memorandum~~Capital ~~and~~Market. ~~articles~~In oforder ~~association~~ to ~~extend~~transfer, the ~~deadline~~Company bymust ~~which~~submit itan ~~must~~on-line ~~complete~~Transfer Application, pay a ~~business~~$5,000 ~~combination~~fee ~~pursuant~~and tomeet ~~Nasdaq~~the Capital ~~Listing~~Market’s ~~Rule~~continued ~~IM-5101-2~~listing requirements.

~~Subsequently,~~If asthe ~~approved~~Company bydoes ~~its~~not ~~shareholders~~regain atcompliance with the ~~Extraordinary~~publicly ~~General~~held ~~Meeting~~shares ~~which~~requirement ~~held~~within onthe ~~November~~compliance 12period, ~~2024,~~ the Company’s ~~has filed the amended~~Listed ~~and~~Securities ~~restated~~will ~~memorandum~~be ~~and~~subject ~~articles~~to ofdelisting. ~~association~~In ~~with~~ the ~~Cayman~~event ~~Islands~~the ~~General~~Company ~~Registry~~receives onnotice ~~November~~that ~~13,~~the ~~2024~~Company’s ~~which~~Listed ~~reflected~~Securities ~~the~~are being ~~extension~~delisted, byNasdaq’s ~~which~~rules permit the Company ~~has~~ to ~~consummate~~appeal athe ~~business~~delisting ~~combination~~determination upby tothe ~~eight~~Nasdaq ~~times,~~staff ~~each such extension for an additional one-month period, from August 5, 2024~~ to ~~April~~a 5,hearings ~~2025~~panel.

OnCautionary ~~February~~Note ~~12,~~Regarding 2025, the Company received a letter from the Office of the General Counsel of Nasdaq dated February 11, 2025 (the “Letter”), notifying the Company that it had regained compliance with Nasdaq Listing Rule IMForward-~~5101-2(b).~~Looking ~~Hence, pursuant to the Letter, Company has demonstrated compliance with all the Nasdaq’s initial listing requirements and therefore the Company’s securities will remain listed on the Nasdaq.~~Statements

This Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements. 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 Rule and our ability to remain 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.

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: February 14, 2025	Metal Sky Star Acquisition Corporation
Dated: March 25, 2025	Metal Sky Star Acquisition Corporation
	By:	/s/ Wenxi He
	Name:	Wenxi He
	Title:	Chief Executive Officer and Director

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