STOCK TITAN

Metal Sky Star dismisses auditor UHY, no 2026 hire

Metal Sky Star Acquisition Corp (MSSAF) reported that on September 4, 2026 its Audit Committee approved the dismissal of UHY LLP as its independent registered public accounting firm, effective the same day.

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Metal Sky Star Acquisition Corp (MSSAF) reported that on September 4, 2026 its Audit Committee approved the dismissal of UHY LLP as its independent registered public accounting firm, effective the same day. UHY’s audit reports for the years ended December 31, 2025 and 2024 contained explanatory paragraphs about substantial doubt regarding Metal Sky Star Acquisition Corp’s ability to continue as a going concern, but otherwise were not adverse or qualified. The company stated there were no disagreements with UHY on accounting, disclosure, or audit scope, and that reportable events were limited to previously disclosed material weaknesses in internal control over financial reporting. As of this report, Metal Sky Star Acquisition Corp had not yet engaged a new independent accounting firm for the fiscal year ending December 31, 2026.

Positive

  • None.

Negative

  • Going-concern uncertainty disclosed: Prior audit reports for 2025 and 2024 included explanatory paragraphs about substantial doubt regarding Metal Sky Star Acquisition Corp’s ability to continue as a going concern.
  • Material weaknesses in internal control: The company references previously disclosed material weaknesses in internal control over financial reporting as its only reportable events with the former auditor.
  • No new auditor yet appointed: As of this report, Metal Sky Star Acquisition Corp had not engaged a new independent accounting firm for the fiscal year ending December 31, 2026, creating near-term audit uncertainty.

Insights

Analyzing...

Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Auditor dismissal date September 4, 2026 Effective date UHY LLP was dismissed as independent registered public accounting firm
Fiscal year-end 2025 December 31, 2025 One of the years for which UHY’s audit report included a going-concern explanatory paragraph
Fiscal year-end 2024 December 31, 2024 Another year with a going-concern explanatory paragraph and disclosed material weaknesses
UHY response letter date September 15, 2026 Date of UHY LLP’s letter filed as Exhibit 16.1
Report signature date September 17, 2026 Date the report was signed by the Chief Executive Officer and Chief Financial Officer
independent registered public accounting firm financial
"UHY would be dismissed as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
going concern financial
"included explanatory paragraphs relating to substantial doubt about the Company’s ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
material weaknesses financial
"other than the material weaknesses in the Company’s internal control over financial reporting"
Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.
internal control over financial reporting financial
"material weaknesses in the Company’s internal control over financial reporting described in Part II"
Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.
reportable events regulatory
"there were no “reportable events” as that term is defined in Item 304(a)(1)(v)"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
Regulation S-K regulatory
"as that term is defined in Item 304(a)(1)(v) of Regulation S-K"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change in auditor did MSSAF announce for Metal Sky Star Acquisition Corp?

Metal Sky Star Acquisition Corp dismissed UHY LLP as its independent registered public accounting firm, effective September 4, 2026. The Audit Committee approved the decision, and UHY had audited the company’s financial statements for the years ended December 31, 2025 and 2024.

Why did UHY’s prior audit reports for MSSAF include a going-concern paragraph?

UHY’s audit reports on Metal Sky Star Acquisition Corp’s 2025 and 2024 financial statements included explanatory paragraphs about substantial doubt about the company’s ability to continue as a going concern. The reports were otherwise not adverse, disclaimed, or qualified as to scope or principles.

Did Metal Sky Star Acquisition Corp report any disagreements with UHY LLP?

Metal Sky Star Acquisition Corp stated that during its two most recent fiscal years and through September 4, 2026, it had no disagreements with UHY LLP on accounting principles, financial statement disclosure, or auditing scope or procedures that would have required reference in UHY’s reports.

Has Metal Sky Star Acquisition Corp (MSSAF) appointed a new auditor for 2026?

As of this report, Metal Sky Star Acquisition Corp had not engaged a new independent accounting firm for the fiscal year ending December 31, 2026. The company plans to file another report when a new firm is appointed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001882464 0001882464 2026-09-04 2026-09-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

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

 

Date of Report (Date of earliest event reported): September 4, 2026

 

METAL SKY STAR ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-41344   N/A

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

221 River Street, 9th Floor    
Hoboken, New Jersey   07030
(Address of principal executive offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (201) 721-8789

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions(see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

*The registrant’s units, ordinary shares, par value $0.0001 per share, warrants, and rights each trade on the OTC Markets under the trading symbols “MSSUF,” “MSSAF,” “MSSWF,” and “MSSRF,” respectively.

 

 

 

 

 

 

Item 4.01. Changes in Registrant’s Certifying Accountant.

 

(a) Dismissal of Independent Registered Public Accounting Firm.

 

On September 4, 2026, Metal Sky Star Acquisition Corporation (the “Company”) notified UHY LLP (“UHY”) that UHY would be dismissed as the Company’s independent registered public accounting firm. The Audit Committee of the Board of Directors of the Company (the “Audit Committee”) approved the decision to dismiss UHY, which will become effective on September 4, 2026. 

 

The audit reports of UHY on the Company’s financial statements as of and for the fiscal years ended December 31, 2025 and 2024, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that UHY’s audit reports on the Company’s consolidated financial statements for the fiscal year ended December 31, 2025 and 2024, included explanatory paragraphs relating to substantial doubt about the Company’s ability to continue as a going concern.

 

During the Company’s two most recent fiscal years ended December 31, 2025 and 2024, and through September 4, 2026, the Company has not had any disagreement with UHY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreement, if not resolved to UHY’s satisfaction, would have caused UHY to make reference to the subject matter of the disagreement in its reports on the Company’s financial statements. In addition, during the Company’s two most recent fiscal years ended December 31, 2025 and 2024, and through September 4, 2026, there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K, other than the material weaknesses in the Company’s internal control over financial reporting described in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and 2025.

 

The Audit Committee has discussed the subject matter of these reportable events with UHY. The Company has authorized UHY to respond fully to the inquiries of any successor independent registered public accounting firm of the Company concerning the subject matter of the reportable events.

 

The Company provided UHY with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that UHY furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements in this Item 4.01(a). A copy of UHY’s letter, dated September 15, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

(b) New Independent Registered Public Accounting Firm.

 

As of the filing date of this Form 8-K, the Company has not engaged a new independent accounting firm for the fiscal year ending December 31, 2026. At such time as a new independent accounting firm is engaged, the Company will file a Form 8-K disclosing such appointment.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
16.1   Letter to Securities and Exchange Commission from UHY LLP, dated September 15, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  METAL SKY STAR ACQUISITION CORPORATION
     
Dated: September 17, 2026 By: /s/ Wenxi He
  Name: Wenxi He
  Title: Chief Executive Officer and Chief Financial Officer
    (principal financial officer)

 

 

 

 

Filing Exhibits & Attachments

4 documents

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