UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT
NO. 3 TO
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
221
River Street, 9th Floor,
Hoboken,
New Jersey
(332)
237-6141
NOTICE
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO
BE HELD ON OCTOBER [___], 2024
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. Hong Kong Time
on October [___], 2024 (the “Extraordinary General Meeting”). The Extraordinary General Meeting will be held
in the offices of the Company’s counsel, Loeb & Loeb LLP, at Jardine House, 2206-19, 1 Connaught Pl, Central, Hong Kong.
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:
| 1. |
a
proposal to amend, by a special resolution, the amended and restated memorandum and articles of association of the Company
(the “Amended and Restated M&AA”) to extend the date by which the Company has to consummate a business combination
up to eight times (the “Extended Date”), each such extension for an additional one-month period (each an “Extension”),
from August 5, 2024 to April 5, 2025, by amending the Amended and Restated M&AA to delete the existing Article 36.2 thereof and
replacing it with the new Article 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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| 2. |
a
proposal to amend, by a special resolution, the Investment Management Trust Agreement, dated March 30, 2022,
as amended on October 31, 2023, (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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| 3. |
a
proposal to direct, by an ordinary resolution, 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”). |
If
the shareholders approve the Extension Proposal, and the Trust Amendment Proposal, the Company, without another shareholder vote,
may elect to extend the time period within which the Company must consummate its initial business combination for up to eight (8)
additional one-month periods, to April 5, 2025, by depositing the Monthly Extension Fee (as defined below) into the Company’s
trust account (the “Trust Account”). To effectuate each Monthly Extension, M-Star Management Corporation (the
“Sponsor”) and/or its designee will deposit $50,000 into the Trust Account for each Extension (the “Monthly
Extension Fee”). The Sponsor and/or its affiliate has deposited $50,000 to the Trust Account on August 8, 2024, and September 3, 2024, respectively.
Each
of the Extension Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of the other. Each of the Extension Proposal,
the 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 and the Trust Amendment Proposal is to allow Metal Sky Star more time to complete an initial
business combination. Currently, our Amended and Restated M&AA provide that Metal Sky Star has 28 months from the consummation
of the IPO, or August 5, 2024, to complete a business combination. The purpose of the Extension Proposal and the Trust Amendment
Proposal is to allow the Company the option to further extend the time to complete a business combination. The failure to complete a
business combination by August 5, 2024 triggered the requirement for an automatic redemption (the “Automatic
Redemption”) of the Public Shares (as defined herein), which was required to be completed by August 19, 2024, ten business
days after August 5, 2024, pursuant to Article 36.2 of the Amended and Restated M&AA. The failure to complete the Automatic
Redemption by August 19, 2024 contradicts to Article 36.2 of the Amended and Restated M&AA. However, our Board has determined
that it is in the best interests of our shareholders to proceed with the Extension because we are in the process of searching for an
alternative target and negotiating a business combination with various targets. We have identified several potential targets and
entered into a non-disclosure agreement dated May 6, 2024, with a potential target in the telecommunications industry located in
Armenia. We also entered into a confidentiality agreement dated September 24, 2024, and a non-binding letter of intent
(“LOI”) dated September 27, 2024, regarding a business combination with Okidoki OÜ (“Okidoki”), one of
Estonia’s largest and most popular general classifieds platform. The LOI is intended solely to indicate mutual interest in the
proposed business combination between Okidoki and us. Unless and until a definitive agreement for the proposed business combination
is signed, none of the parties to the LOI have any legal obligation to the other regarding the proposed business combination.
Therefore, our Board has decided to (i) allow the Company to extend the time to complete a business combination for an additional
eight (8) one-month periods, beginning on August 5, 2024 to April 5, 2025 (the “Extended Date”), and (ii) hold the
Extraordinary General Meeting to provide shareholders with the right to redeem their Public Shares if they so elect. We filed the
preliminary proxy statement for the Extraordinary General Meeting on August 6, 2024, one day after the August 5, 2024 termination
date had passed. The preliminary proxy statement was filed after the August 5, 2024 because our management team was preoccupied with
efforts to amend and restate historical financial statements and prepare the financial statements for the fiscal year ended December
31, 2023, and three months ended March 31, 2024, and June 30, 2024, while at the same time we changed our legal counsel, causing
delay in realizing that our extension deadline was approaching. The Board believes that its shareholders have been compensated for
the delay in the completion of the redemption process because the Sponsor and/or its affiliate has deposited $50,000 to the Trust
Account on each August 8, 2024, and September 3, 2024.
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 M&AA. If each of the
Extension Proposal and the Trust Amendment 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 $[___] as of October [___], 2024. The closing price of Metal
Sky Star’s shares on October [___] was $[___]. 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
either of the Extension Proposal or the Trust Amendment Proposal is not approved, 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 and the Trust Amendment Proposal
will be required to approve the Extension Proposal. 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 [___], 2024 (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 [__], 2024
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By
Order of the Board of Directors |
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Wenxi
He |
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Chief
Executive Officer and Director |
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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
[___], 2024: 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
221
River Street, 9th Floor,
Hoboken,
New Jersey
EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
TO
BE HELD ON OCTOBER [___], 2024
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. Hong Kong Time on October [___], 2024. The Extraordinary General Meeting will be held in the
offices of the Company’s counsel, Loeb & Loeb LLP, at Jardine House, 2206-19, 1 Connaught Pl, Central, Hong Kong.
The
Extraordinary General Meeting is being held for the sole purpose of considering and voting upon the following proposals:
| 1. |
a
proposal to amend, by a special resolution, the amended and restated memorandum and articles of association of the Company (the “Amended
and Restated M&AA”) to extend the
date by which the Company has to consummate a business combination up to eight times (the “Extended Date”), each such
extension for an additional one-month period (each an “Extension”), from August 5, 2024 to April 5, 2025, by amending
the Amended and Restated M&AA to delete the existing Article 36.2 thereof and replacing it with the new Article 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, by a special resolution, the Investment Management Trust Agreement, dated March 30, 2022, as amended on October 31, 2023, (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, by an ordinary resolution, 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”). |
Each
of the Extension Proposal and the Trust Amendment Proposal is essential to the overall implementation of the Board’s plan to extend
the date by which Metal Sky Star must complete an initial business combination. The purpose of the Extension Proposal is to allow Metal
Sky Star more time to complete an initial business combination. The board of directors (the “Board”) of Metal Sky Star understands
that the failure to complete a business combination by August 5, 2024 triggered the Automatic Redemption requirement. However,
our Board has determined that it is in the best interests of our shareholders to proceed with the Extension because we are in the process
of searching for an alternative target and negotiating a business combination with various targets. Therefore, our Board has decided
to (i) allow the Company to extend the time to complete a business combination for an additional eight (8) one-month periods, beginning
on August 5, 2024 to April 5, 2025 (the “Extended Date”), and (ii) hold the Extraordinary General Meeting to provide shareholders
with the right to redeem their Public Shares if they so elect. The Board believes that its shareholders have been compensated for
the delay in the completion of the redemption process because the Sponsor and/or its affiliate has deposited $50,000 to the Trust Account
on each August 8, 2024, and September 3, 2024.
A
quorum of shareholders is necessary to hold a valid meeting. A quorum will be present for the Extraordinary General Meeting if there
are one or more shareholders 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 $50,000 into the Trust Account (the
“Monthly Extension Fee”) for each Extension. The sponsor and/or its affiliate has deposited $50,000 to the Trust Account
on August 8, 2024, and September 3, 2024, respectively, to cover any potential loss caused by the late redemption after August 5, 2024
and cover the short gap between the Automatic Redemption and the redemption option available to shareholders at the Extraordinary General
Meeting scheduled on October [___], 2024. The Monthly Extension Fee after the approval of the Extension Proposal will be made
by within three business days after the shareholders approve the Extension Proposal, while the subsequent Monthly Extension Fee must
be deposited into the Trust Account by the 5th of each succeeding month until April 5, 2025 (the “Contributions”).
The Contributions after the Extraordinary General Meeting are conditioned upon the implementation of the Extension Proposal. 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. Our sponsor or its designees will have the sole discretion whether to continue extending for additional calendar
months until the Extended Date and if our sponsor determines not to continue extending for additional calendar months, its obligation
to make additional Contributions will terminate.
Holders
(“public shareholders”) of Metal Sky Star’s ordinary shares sold in its IPO (“Public Shares”) may elect
to redeem their Public Shares for their pro rata portion of the funds available in the trust account in connection with the Extension
Proposal (the “Election”) regardless of how such public shareholder votes in regard to the Extension Proposal, or whether
they were holders of Metal Sky Star ordinary shares on the record date or acquired such shares after such date. If each of the Extension
Proposal and the 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 and the Trust Amendment 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 immediately prior to or upon the closing of the
initial business combination. 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 M&AA
and the limitations contained in related agreements.
If
the Extension Proposal and the Trust Amendment Proposal are approved, such approval
will constitute consent for the Company to (i) continue its normal operations after August 5, 2024, (ii) 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 (iii) 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 in connection with this Extraordinary General Meeting, 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 the Trust Amendment Proposal is not approved,
we will distribute the aggregate amount then on deposit in the trust account (less up to $50,000 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.
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 the Extended Date if our shareholders approve the Extension Proposal and the Trust Amendment Proposal.
There will be no redemption rights or liquidating distributions with respect to our rights and warrants, which will expire worthless
if do not complete a business combination within the prescribed period.
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 [___], 2024. 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 [____] outstanding ordinary shares of Metal Sky Star, including [____] 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 [____] and is first being mailed to shareholders on or about that date.
TABLE
OF CONTENTS
QUESTIONS
AND ANSWERS ABOUT THE MEETING
These
questions and answers are only summaries of the matters they discuss. They do not contain all of the information that may be important
to you. You should read carefully this entire proxy statement.
| Q.
Why am I receiving this proxy statement? |
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A. |
This
proxy statement and the accompanying materials are being sent to you in connection with the solicitation of proxies by the Board,
for use at the Extraordinary General Meeting to be held on October [___], 2024 at 10:00 a.m., Hong Kong Time, or at any adjournments
or postponements thereof, in the office of the Company’s counsel, Loeb & Loeb LLP, at Jardine House, 2206-19, 1 Connaught
Pl, Central, Hong Kong. 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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| Q.
What is being voted on? |
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A. |
You
are being asked to consider and vote on the following proposals: |
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a
proposal to amend, by a special resolution, the Amended and Restated M&AA to extend the date by which the Company has
to consummate a business combination up to eight times (the “Extended Date”), each such extension for an additional one-month
period (each an “Extension”), from August 5, 2024 to April 5, 2025, by amending the Amended and Restated M&AA to
delete the existing Article 36.2 thereof and replacing it with the new Article 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, by a special resolution, the Investment Management Trust Agreement, dated March 30, 2022, as amended on October 31, 2023, (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, by an ordinary resolution, 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”). |
| Q.
How does the Board of Directors recommend I vote? |
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A. |
After
careful consideration of all relevant factors, the Board recommends that you vote or give instruction to vote “FOR” the
Extension Proposal, “FOR” the Trust Amendment Proposal, and “FOR” the Adjournment Proposal. |
| Q.
Why is the Company proposing the Extension Proposal and the Trust Amendment Proposal? |
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A. |
Metal
Sky Star’s Amended and Restated M&AA currently required the return of the IPO proceeds
held in trust to public shareholders by August 19, 2024, ten business days after August 5,
2024, if we did not consummate a business combination on or before August 5, 2024. However,
our Board has determined that it is in the best interests of our shareholders to proceed
with the Extension because we are in the process of searching for an alternative target and
negotiating a business combination with various targets. Therefore, our Board has decided
to (i) allow the Company to extend the time to complete a business combination for an additional
eight (8) one-month periods, beginning on August 5, 2024 to April 5, 2025, and (ii) hold
the Extraordinary General Meeting to provide shareholders with the right to redeem their
Public Shares if they so elect. The Board believes that its shareholders have been compensated
for the delay in the completion of the redemption process because the Sponsor and/or its
affiliate has deposited $50,000 to the Trust Account on each August 8, 2024, and September
3, 2024. The Company will hold the Extraordinary General Meeting as soon as practicable,
giving shareholders the right to redeem the Public Shares. We intend to hold another meeting
of our shareholders in order to seek shareholder approval of a proposed business combination.
As of the date of this proxy statement, the Board has not taken steps towards the Automatic
Redemption and does not plan to do so unless our shareholders do not vote to extend our life
pursuant to the Extension. In the event that the Extension is approved, those shareholders
electing redemption at the meeting will have their shares redeemed promptly after the meeting.
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 Proposal and the Trust Amendment
Proposal are approved and the amount remaining in the Trust Account may be substantially less than that was in the Trust Account
as of August 5, 2024, which could impact our ability to consummate a business combination.
Each
of the Extension Proposal or 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 the 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 and the Trust Amendment 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 the 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 M&AA require 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) 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
August 5, 2024, except in connection with, and effective upon consummation of, an initial business combination. We believe 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 M&AA.
Accordingly, we believe the Extension is in the best interest of the shareholders. |
| 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, the 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
[___]% 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 the 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 the Trust
Amendment Proposal. |
| Q.
What amount will holders receive upon consummation of a subsequent business combination or liquidation if the Extension Proposal
is approved? |
|
A. |
If
the Extension Proposal and the Trust Amendment Proposal are approved, our sponsor, or its
designees, has agreed to contribute to us as a loan of $50,000 into the Trust Account (the
“Monthly Extension Fee”) for each Extension. The Monthly Extension Fee after
the approval of the Extension Proposal will be made by within three business days
after the shareholders approve the Extension Proposal, while the subsequent Monthly Extension
Fee must be deposited into the Trust Account by the 5th of each succeeding month
until April 5, 2025 (the “Contributions”). The Contributions after the Extraordinary
General Meeting are conditioned upon the implementation of the Extension Proposal and
the Trust Amendment Proposal. The Contributions will not occur if the Extension Proposal
and the 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 the 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 M&AA. 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 the Trust Amendment Proposal are not approved? |
|
A. |
If either of the Extension Proposal or the Trust Amendment Proposal is not approved, or if
the Extension Proposal and the Trust Amendment 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 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 $50,000 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 either of the Extension Proposal and
the Trust Amendment Proposal is not approved.
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. |
| Q.
If the Extension Proposal and the Trust Amendment Proposal are approved, what
happens next? |
|
A. |
If
the Extension Proposal and the Trust Amendment Proposal are approved, the Company has until the Extended Date to complete its initial
business combination.
If
the Extension Proposal and the 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.
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, immediately prior to or upon consummation of a business combination.
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 M&AA 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 each of the Extension Proposal and the Trust Amendment Proposal is approved and public shareholders elect to redeem their Public
Shares, the removal of the Withdrawal Amount from the trust account will reduce the amount remaining in the trust account and increase
the percentage interest of Metal Sky Star’s ordinary shares held by Metal Sky Star’s officers, directors, initial shareholders
and their affiliates. |
| Q.
Who bears the cost of soliciting proxies? |
|
A. |
The
Company will bear the cost of soliciting proxies and will reimburse brokerage firms and others for expenses involved in forwarding
proxy materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, the Company, through their
respective directors and officers, may solicit proxies in person, by telephone or by electronic means. Such directors and officers
will not receive any 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? |
|
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 221 River Street, 9th Floor, Hoboken, New Jersey, Attention -
Secretary. |
| 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 Extension Proposal and the Trust Amendment Proposal and will have no effect on the other proposals. |
| Q.
What is a quorum requirement? |
|
A. |
A
quorum of shareholders is necessary to hold a valid Meeting. A quorum will be present for
the Extraordinary General Meeting if there are one or more shareholders 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? |
|
A. |
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, Trust Amendment 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. |
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| Q.
Who can vote at the Extraordinary General Meeting? |
|
A. |
Only
holders of record of Metal Sky Star’s ordinary shares at the close of business on October
[___], 2024 (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, [____] 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.
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 Amendment Proposal, and the Adjournment Proposal? |
|
A. |
Yes.
After careful consideration of the terms and conditions of these proposals, the Board has determined that the Proposals 1, 2, 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 and the Trust Amendment Proposal are not approved? |
|
A. |
If
the Extension Proposal and the Trust Amendment Proposal are not approved, we will wind up, liquidate and dissolve. 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 and the Trust Amendment Proposal are approved? |
|
A. |
If
the Extension Proposal and the Trust Amendment Proposal are approved,
Metal Sky Star will continue to attempt to consummate an initial business combination with potential targets until the Extended Date,
and will retain the blank check company restrictions previously applicable to it. The rights and warrants will remain outstanding
in accordance with their terms. |
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| Q.
What do I need to do now? |
|
A. |
Metal
Sky Star urges you to read carefully and consider the information contained in this proxy statement, including Annex A, and
to consider how the proposals will affect you as a Metal Sky Star shareholder. You should then vote as soon as possible in accordance
with the instructions provided in this proxy statement and on the enclosed proxy card. |
| Q.
How do I vote? |
|
A. |
If
you are a holder of record of Metal Sky Star Public Shares, you may vote online at the 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.
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 in connection with the Extraordinary General Meeting? |
|
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 by [___] pm Eastern Time on October [___], 2024 (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
221
River Street, 9th Floor,
Hoboken,
New Jersey
(332)
237-6141
Advantage
Proxy, Inc.
P.O.
Box 13581
Des
Moines, WA 98198
Toll
Free: (877) 870-8565
Collect:
(206) 870-8565
You
may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section
entitled “Where You Can Find More Information.” |
FORWARD-LOOKING
STATEMENTS
We
believe that some of the information in this proxy statement constitutes forward-looking statements. You can identify these statements
by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,”
“estimate,” “intends,” and “continue” or similar words. You should read statements that contain these
words carefully because they:
| ● |
discuss
future expectations; |
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| ● |
contain
projections of future results of operations or financial condition; or |
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| ● |
state
other “forward-looking” information. |
We
believe it is important to communicate our expectations to our shareholders. However, there may be events in the future that we are not
able to predict accurately or over which we have no control. The cautionary language discussed in this proxy statement provide examples
of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking
statements, including, among other things, claims by third parties against the trust account, unanticipated delays in the distribution
of the funds from the trust account and Metal Sky Star’s ability to finance and consummate any proposed business combination. You
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.
All
forward-looking statements included herein attributable to Metal Sky Star or any person acting on Metal Sky Star’s behalf are expressly
qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable
laws and regulations, Metal Sky Star undertakes no obligation to update these forward-looking statements to reflect events or circumstances
after the date of this proxy statement or to reflect the occurrence of unanticipated events.
BACKGROUND
We
are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share
exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
On
April 5, 2022, 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 M&AA, 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.
On
October 30, 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 six (6) times for
an additional one (1) month each time to August 5, 2024. In connection with this vote on the proposal to amend our Amended and Restated
M&AA, holders of our public shares were entitled to exercise their redemption rights and public shareholders tendered an aggregate
of 2,412,260 public shares for redemption.
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 M&AA. 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.
The
mailing address of Metal Sky Star’s principal executive office is 221 River Street, 9th Floor, Hoboken, New Jersey,
and its telephone number is (332) 237-6141.
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 August 30, 2024, 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.
Extending
the deadline for completing our business combination beyond August 5, 2024, contradicts our Amended and Restated M&AA and the
disclosures in our IPO prospectus and could increase uncertainty and market risks, potentially diminishing shareholder value and
the success of the business combination.
In our IPO prospectus, we
disclosed that if we do not complete our business combination by the original termination date, we would automatically redeem the
Public Shares and wind up our operations. The Board recognizes that failing to complete the business combination by August 5, 2024,
triggered the Automatic Redemption requirement, which was required to be completed by August 19, 2024, pursuant to Article 36.2 of the Amended and
Restated M&AA. However, the Board believes it is in the best interests of our shareholders to (i) extend the time to complete
the business combination for an additional eight one-month periods, from August 5, 2024, to April 5, 2025, and (ii) hold an
Extraordinary General Meeting to provide shareholders with the option to redeem their Public Shares.
The failure to complete the Automatic
Redemption by August 19, 2024 and the proposed extension contradict our Amended and Restated M&AA and the disclosures in our IPO
prospectus, which could expose our Board to shareholder opposition or lawsuits for breaching fiduciary and common law duties. Shareholders
may also request that the Company cover any losses resulting from the Automatic Redemption compared to the redemption option available
at the Extraordinary General Meeting scheduled for October [___], 2024, and may demand that the Company liquidate the trust.
Furthermore, extending the
business combination period beyond August 5, 2024, may introduce additional uncertainties and market risks. On May 31, 2024, we
received a delinquency notification letter (the “First Notice”) from the Listing Qualifications Staff (the
“Staff”) of Nasdaq due to the non-compliance with Nasdaq Listing Rule 5250(c)(1) as a result of our failure to timely
file the Annual Report on Form 10-K for the period ended December 31, 2023 (the “2023 10-K”) and its Quarterly Report on
Form 10-Q for the period ended March 31, 2024 (the “2024 Q1 10-Q”). On July 12, 2024, we received a written notice (the
“Second Notice”) from Nasdaq indicating that we were not in compliance with Listing Rule 5450(a)(2) (the “Minimum
Public Holders Rule”), which requires us to have at least 400 public holders for continued listing on the Nasdaq Global
Market. On August 7, 2024, we received a determination letter (the “First Determination Letter”) from Nasdaq
indicating that, unless the we timely request a hearing before the Nasdaq Hearings Panel (the “Panel”), our securities
(units, ordinary shares, warrants, and rights) would be subject to suspension and delisting (the “Delisting”) from The
Nasdaq Capital Market at the opening of business on August 16, 2024 due to the Company’s non-compliance with Nasdaq IM-5101-2,
which requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the
effectiveness of its IPO registration statement, or such shorter time that we specify in our articles of association, as amended. In
addition, our failure to file the 2023 10-K and the 2024 Q1 10-Q served as an additional and separate basis for delisting, and as
such, the Company would be required to address this concern before the Panel. The Company timely requested a hearing before the
Panel. The hearing request resulted in a stay of any suspension or delisting action pending the hearing. On September 5, 2024, we
received the second determination letter (the “Second Determination Letter”) from Nasdaq indicating that as a result of
its failure to timely file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 (the “2024 Q2
10-Q”), and failure to have at least 400 public holders for continued listing on the Nasdaq Global Market, both of these
matters serve as separate and additional basis for delisting the Company’s securities. We filed the 2023 10-K on August 30,
2024, and the 2024 Q1 10-Q and 2024 Q2 10-Q on September 18, 2024. We had the hearing on September 19, 2024, to
appeal Nasdaq’s decision to delist our securities. The Panel issued its decision letter on October 3, 2024, granting our
request to continue the listing on Nasdaq until November 30, 2024, in order to allow us time amend our Amended and Restated M&AA
to extend the deadline for completing a business combination. We cannot assure you that we will successfully amend the Amended and
Restated M&AA to extend the business combination deadline before November 30, 2024. If Nasdaq delists any of our securities from
trading on its exchange after November 30, 2024, shareholders may face liquidity risks if our securities are delisted and move
to the Over-the-Counter market.
The proposed extension could create uncertainty for shareholders regarding
the timing of their redemption payments. As of the date of this proxy statement, the Board has not taken steps towards the Automatic
Redemption and does not plan to do so unless our shareholders do not vote to extend our life pursuant to the Extension. In the event
that the Extension is approved, those shareholders electing redemption at the meeting will have their shares redeemed promptly after
the meeting. It may also negatively impact our ability to complete a business combination, increasing operational costs or reducing
the attractiveness of potential targets. Additionally, market conditions could worsen during this extended period, affecting the value
and feasibility of any potential business combination. The funds in the trust account are also subject to market risks, which could reduce
the amount available for redemption at the closing of the business combination. These factors could negatively impact your investment’s
value and the success of our business combination, potentially leading to an inability to complete it within the extended timeframe.
The
proposed extension contradicts the
Investment Management Trust Agreement with Wilmington Trust, National Association, as amended by the Amendment Agreement, dated October
31, 2023.
We
entered into an Investment Management Trust Agreement (the “IMTA”) with Wilmington Trust, National Association, and Vstock
Transfer LLC, as amended on October 31, 2023. The proceeds generated from the IPO and the sale of the private placement units were placed
in the Trust Account. The parties to the IMTA have agreed to commence liquidation of the Trust Account within two business days following
the date which is the later of (1) August 5, 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. The Board understands that the failure to complete a business combination by August 5, 2024, triggered
the Automatic Redemption requirement, which was required to be completed by August 19, 2024, pursuant to Article 36.2 of the Amended
and Restated M&AA. The failure to complete the Automatic Redemption by August 19, 2024 contradicts Article 36.2 of the Amended and
Restated M&AA and violates the terms of the Trust Agreement. As of the date of this proxy statement, the Board has not taken
steps to commence liquidation of the Trust Account, nor discussed the commencement of the liquidation with the Trustee. The violation
of the Trust Agreement could be the basis for a shareholder lawsuit against us. As of the date of this proxy statement, the Board
has not taken steps towards the Automatic Redemption and does not plan to do so unless our shareholders do not vote to extend our life
pursuant to the Extension. In the event that the Extension is approved, those shareholders electing redemption at the meeting will have
their shares redeemed promptly after the meeting.
Nasdaq may delist our
securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject
us to additional trading restrictions.
Our securities are listed on
the Nasdaq. On May 31, 2024, we received the First Notice from the Staff of Nasdaq due to the non-compliance with Nasdaq Listing
Rule 5250(c)(1) as a result of our failure to timely file the 2023 10-K and the 2024 Q1 10-Q. On July 12, 2024, we received
the Second Notice from Nasdaq indicating that we were not in compliance with the Minimum Public
Holders Rule, which requires us to have at least 400 public holders for continued listing on the Nasdaq Global Market.
On
August 7, 2024, we received the First Determination Letter from Nasdaq indicating that, unless the we timely request a hearing
before the Panel, our securities (units, ordinary shares, warrants, and rights) would be subject to suspension and delisting from The
Nasdaq Capital Market at the opening of business on August 16, 2024 due to the Company’s non-compliance with Nasdaq IM-5101-2,
which requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness
of its IPO registration statement, or such shorter time that we specify in our articles of association, as amended. In addition, our
failure to file the 2023 10-K and the 2024 Q1 10-Q served as an additional and separate basis for delisting, and as such,
the Company would be required to address this concern before the Panel if it appeals Staff’s determination as well. The Company
timely requested a hearing before the Panel. The hearing request resulted in a stay of any suspension or delisting action pending the
hearing.
On September 5, 2024, we received
the Second Determination Letter from Nasdaq indicating that as a result of its failure to timely file the 2024 Q2 10-Q, and failure
to have at least 400 public holders for continued listing on the Nasdaq Global Market, both of these matters serve as separate and additional
basis for delisting the Company’s securities. We filed the 2023 10-K on August 30, 2024, and the 2024 Q1 10-Q and 2024 Q2 10-Q
on September 18, 2024. We had a hearing before the Nasdaq hearings panel on September 19, 2024. Although we believe that we demonstrated
compliance with the 400 public holder requirement at the Nasdaq hearing, the additional redemptions that may take place in connection
with the vote to extend the time to complete a business combination may again reduce the number of our public shareholders to below 400.
The Panel issued its decision
letter on October 3, 2024, granting our request to continue the listing on Nasdaq until November 30, 2024, in order to amend our Amended
and Restated M&AA to extend the deadline for completing a business combination. We
cannot assure you that we will successfully amend the Amended and Restated M&AA to extend the business combination deadline before
November 30, 2024. If Nasdaq delists any of our securities from trading on its exchange after November 30, 2024, and we are
not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter
market. If this were to occur, we could face significant material adverse consequences, including:
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a
limited availability of market quotations for our securities; |
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reduced
liquidity for our securities; |
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a
determination that our ordinary shares are a “penny stock” which will require brokers trading in our ordinary shares
to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for
our securities; |
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a
limited amount of news and analyst coverage; and |
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a
decreased ability to issue additional securities or obtain additional financing in the future. |
The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as “covered securities.” Because our securities are listed on Nasdaq, our
securities qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered securities,
the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent
activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state
having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators
view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities
of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered
securities under the statute and we would be subject to regulation in each state in which we offer our securities.
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 [___]% 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” for purposes of the Investment Company Act, we would be required to institute
burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are
able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial
business combination and instead liquidate the Company.
If
we are deemed to be an investment company under the Investment Company Act of 1940 (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 to for us to complete an initial business combination.
In
addition, we may have imposed upon us burdensome requirements, including:
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registration
as an investment company with the SEC; |
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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 that we are currently not subject to. |
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 of securities and that our activities
do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our
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 current and anticipated principal activities subject us to the Investment Company Act. To this end, the proceeds
held in the Trust Account may only be held as cash, or 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 or by holding the proceeds as cash, 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 intend to avoid
being deemed an “investment company” within the meaning of the Investment Company Act. If we do not invest the proceeds as
discussed above, we may be deemed to be subject to the Investment Company Act.
However,
even if we invest the proceeds 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, we may be deemed to be an investment company.
Additionally, in the adopting release for final rules issued on January 24, 2024 by the SEC (the “2024 SPAC Rules”), the
SEC provided guidance that a SPAC’s potential status as an “investment company” depends on a variety of factors, such
as a SPAC’s duration, asset composition, business purpose and activities and “is a question of facts and circumstances”
requiring individualized analysis. The longer that the funds in the Trust Account are held in short-term U.S. government securities or
in money market funds invested exclusively in such securities, the greater the risk that we may be considered an unregistered investment
company, in which case we may be required to liquidate.
If
we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition,
we would be subject to burdensome compliance requirements. If we are deemed to be an investment company and subject to registration under,
compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for
which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment
company, we may abandon our efforts to complete an initial business combination and instead liquidate the Company. Were we to liquidate,
our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the
combined company, including any potential price appreciation of our securities.
PROPOSAL
1 — THE EXTENSION PROPOSAL
Metal
Sky Star is proposing to amend its Amended and Restated M&AA to extend the date by which Metal Sky Star must consummate an initial
business combination from August 5, 2024 to April 5, 2025, by depositing US$50,000 for each Extension. The failure to complete
a business combination by August 5, 2024, triggered the Automatic Redemption requirement, which was required to be completed
by August 19, 2024, ten business days after August 5, 2024, pursuant to Article 36.2 of the Amended and Restated M&AA. The failure
to complete the Automatic Redemption by August 19, 2024 contradicts to Article 36.2 of the Amended and Restated M&AA. However,
our Board has determined that it is in the best interests of our shareholders to (i) allow the Company to extend the time to complete
a business combination for an additional eight (8) one-month periods, beginning on August 5, 2024 to April 5, 2025 because the Company
is actively negotiating with potential targets for a business combination by April 5, 2025, and (ii) hold the Extraordinary General Meeting
providing the shareholders with the right to redeem their Public Shares if they so elect. The preliminary proxy statement was filed
after the August 5, 2024 because our management team was preoccupied with efforts to amend and restate historical financial statements
and prepare the financial statements for the fiscal year ended December 31, 2023, and three months ended March 31, 2024, and June 30,
2024, while at the same time we changed our legal counsel, causing delay in realizing that our extension deadline was approaching. The
Board believes that its shareholders have been compensated for the delay in the completion of the redemption process because the Sponsor
and/or its affiliate has deposited $50,000 to the Trust Account on each August 8, 2024, and September 3, 2024.
The
Extension Proposal is essential to the overall implementation of the Board’s plan to allow Metal Sky Star more time to complete
its initial business combination. Approval of the Extension Proposal is a condition to the implementation of the Extension. If the Extension
Proposal is not approved, or if the Extension Proposal is approved and we have not consummated
an initial business combination by the Extended Date, we will cease all operations except for the purpose of winding up and 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 $50,000 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, 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 unless the Extension Proposal is approved.
A
copy of the proposed amendment to the Amended and Restated M&AA 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 M&AA provide that the Company has until August 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, we have not
completed the initial business combination by August 5, 2024. Our Board has determined that it is in the best interests of our shareholders
to (i) allow the Company to extend the time to complete a business combination for an additional eight (8) one-month periods, beginning
on August 5, 2024 to April 5, 2025, and (ii) hold the Extraordinary General Meeting providing the shareholders with the right to redeem
their Public Shares if they so elect. The Board believes that its shareholders have been compensated for the delay in the completion
of the redemption process because the Sponsor and/or its affiliate has deposited $50,000 to the Trust Account on each August 8, 2024,
and September 3, 2024.
The Company’s IPO prospectus and Amended and Restated M&AA
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 eight (8) months to April 5, 2025, except in connection with, and effective upon, consummation
of a business combination. Additionally, our IPO prospectus and Amended and Restated M&AA 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 were not 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 August 5, 2024 to the Extended Date. We believe 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 April 5, 2025 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 eight times by an additional one month each time,
for a total of up to six additional months until April 5, 2025 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 $50,000 for each Monthly Extension.
If
the Extension Proposal is Not Approved
If
the Extension Proposal is not approved before we complete the Automatic Redemption, we will proceed to wind up, dissolve and liquidate.
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 M&AA 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 (April 5, 2025), 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 $50,000 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.
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 October [___], 2024, was $[____].
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 immediately prior to or upon consummation of a business combination.
The
Board’s Reasons for the Extension Proposal
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. The Company’s IPO prospectus and Amended and Restated M&AA provide that the Company has until
August 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, we have not completed the initial business combination by August 5, 2024. The Board understands that the failure
to complete a business combination by August 5, 2024, triggered the Automatic Redemption requirement, which was required to
be completed by August 19, 2024, ten business days after August 5, 2024, pursuant to Article 36.2 of the Amended and Restated M&AA.
The failure to complete the Automatic Redemption by August 19, 2024 contradicts to Article 36.2 of the Amended and Restated M&AA.
However, our Board has determined that it is in the best interests of our shareholders to (i) allow the Company to extend the time
to complete a business combination for an additional eight (8) one-month periods, beginning on August 5, 2024 to April 5, 2025, and (ii)
hold the Extraordinary General Meeting providing the shareholders with the right to redeem their Public Shares if they so elect. The preliminary proxy statement was filed after the August 5, 2024 because our management team was preoccupied with
efforts to amend and restate historical financial statements and prepare the financial statements for the fiscal year ended December 31,
2023, and three months ended March 31, 2024, and June 30, 2024, while at the same time we changed our legal counsel, causing delay in
realizing that our extension deadline was approaching. The Board believes
that its shareholders have been compensated for the delay in the completion of the redemption process because the Sponsor and/or its
affiliate has deposited $50,000 to the Trust Account on each August 8, 2024, and September 3, 2024. The Company will hold the Extraordinary
General Meeting as soon as practicable, giving shareholders the right to redeem the Public Shares. 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). |
| |
|
| ● |
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 being 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 [____] ordinary shares of Metal Sky Star representing approximately [____]% 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. On October 30, 2023, the Company held
an extraordinary general meeting of its shareholders and approved a proposal to amend the Company’s Amended and Restated M&AA
to extend the date by which the Company has to consummate a business combination six (6) times for an additional one (1) month each time
to August 5, 2024. In connection with this vote on the proposal to amend our Amended and Restated M&AA, holders of our public shares
were entitled to exercise their redemption rights and public shareholders tendered an aggregate of 2,412,260 public shares for redemption.
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.
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 Company did not consummate a business combination by August 5, 2024, and the
Board wishes 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.
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 eight (8) additional one-month extension periods, to April 5, 2025, provided that the Sponsor or its designee must deposit into the
Trust Account the Monthly Extension Fee in the amount of $50,000. 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, 2, and 3. 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, 2, and 3.
Required
Vote
The
affirmative vote of a majority of the Company’s ordinary shares present (in person or by proxy) and voting on the Adjournment Proposal
at the 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, 2, and 3. Abstentions
will have no effect with respect to approval of this Adjournment Proposal. As this proposal is not a “routine” matter, brokers
will not be permitted to exercise discretionary voting on this proposal.
Recommendation
The
Board recommends that you vote “FOR” the Adjournment Proposal.
THE
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., Hong Kong Time
on October [___], 2024 in the offices of the Company’s counsel, Loeb & Loeb LLP, at Jardine House, 2206-19, 1 Connaught
Pl, Central, Hong Kong.
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 August 8, 2024, 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
being 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). 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 being 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 [____] 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 or the Trust Amendment Proposal approved, you should vote against such Proposal.
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.
BENEFICIAL
OWNERSHIP OF SECURITIES AND MANAGEMENT
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 [___] 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 | | |
| 50.02 | % |
| Wenxi
He(2) | |
| 3,205,000 | | |
| 50.02 | % |
| 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 | | |
| 50.02 | %
|
| | |
| | | |
| | |
| 5%
or greater beneficial owners | |
| | | |
| | |
| Mizuho
Financial Group, Inc.(5) | |
| 452,010 | | |
| 7.05 | % |
| Polar
Asset Management Partners Inc. (6) | |
| 400,000 | | |
| 6.24 | % |
| Atlas
Diversified Master Fund, Ltd.(7) | |
| 700,000 | | |
| 10.92 | % |
| * |
Less
than one percent. |
| |
|
| (1) |
Unless
otherwise indicated, the business address of each of the individuals is 221 River Street, 9th Floor, Hoboken, New
Jersey. |
| (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/A filed on February 13, 2024. |
| (6) |
Based
on information contained in the Schedule 13G filed on February 13, 2024. |
| (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 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.
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 221 River Street, 9th Floor, Hoboken, New Jersey, (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
221
River Street, 9th Floor,
Hoboken,
New Jersey
(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 M&AA of Metal Sky Star Acquisition Corporation shall be amended by deleting Article 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 eight (8) additional times,
each by a period of one month (the “Extension”), from August 5, 2024, to April 5, 2025 (the “Extended
Date”), provided that if the Company exercises the Extension, the Sponsor, or its designee or assignee, shall deposit $50,000
into the Trust Account for each Extension. In the event that the Company does not consummate a Business Combination by the Extended Date,
such failure shall trigger an automatic redemption of the Public Shares (an Automatic Redemption Event) and the directors of the Company
shall take all such action necessary (i) as promptly as reasonably possible but no more than ten (10) Business Days thereafter to redeem
the Public Shares or distribute the Trust Account to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount
equal to the applicable Per-Share Redemption Price; and (ii) as promptly as practicable, to cease all operations except for the purpose
of making such distribution and any subsequent winding up of the Company’s affairs. In the event of an Automatic Redemption Event,
only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to
their Public Shares.”
ANNEX B
PROPOSED
TRUST AMENDMENT
[●],
2024
THIS
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of [●], 2024, 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, as amended on October 31, 2023, by and between the
parties hereto (the “Trust Agreement”).
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 eight (8) additional increments of one-month
each until April 5, 2025, 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 $50,000 (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 [●], 2024, the Company’s stockholders approved an extension of the deadline to consummate an initial Business Combination
from August 5, 2024, to April 5, 2025; 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) April 5, 2025 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: |
|
|
[FORM
OF] PROXY CARD
METAL
SKY STAR ACQUISITION CORPORATION
221
River Street, 9th Floor,
Hoboken,
New Jersey
(332)
237-6141
EXTRAORDINARY
MEETING OF SHAREHOLDERS
OCTOBER
[___], 2024
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 [___],
2024
The
undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated
October [___], 2024, in connection with the Extraordinary General Meeting and at any adjournments thereof (the “Extraordinary
General Meeting”) to be held at 10:00 a.m. Hong Kong Time on October [___], 2024 in the office of Company’s counsel,
Loeb & Loeb LLP, at Jardine House, 2206-19, 1 Connaught Pl, Central, Hong Kong and hereby appoints Wenxi He as proxy of the undersigned,
with full power to appoint her substitute, and hereby authorizes her 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,
by a special resolution, 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 April 5, 2025, by amending the Amended and Restated Memorandum and Articles of Association to delete the existing Article
36.2 thereof and replacing it with the new Article 36.2 in the form set forth in Annex A of the accompanying proxy
statement.
| For
|
|
Against |
|
Abstain |
| ☐ |
|
☐ |
|
☐ |
PROPOSAL
2: Trust Amendment Proposal.
Amend,
by a special resolution, the Investment
Management Trust Agreement, dated March 30, 2022, as amended on October 31, 2023, (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, by an ordinary resolution, 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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