Metal Sky Star to liquidate, pays $16.41 a share

MSSAF will redeem public shares for about $16.41 each, cancel warrants and rights, and deregister and delist its securities as it liquidates.

Rhea-AI Filing Summary

Metal Sky Star Acquisition Corp (MSSAF) announced it will liquidate after failing to complete an initial business combination by October 4, 2026. The board decided not to seek an extension and instead to redeem all public shares and wind up the company in accordance with its charter.

Public shareholders are expected to receive approximately $16.41 per share from the trust account, after taxes and up to $50,000 of interest for dissolution expenses, with payment anticipated on or about October 2, 2026. The trust account will be liquidated and funds moved to an operating trust account for distribution. The sponsor has waived redemption rights on founder shares and private placement units, and there will be no liquidating distributions for the company’s rights or redeemable warrants, which will be cancelled. The company plans to deregister and delist its securities and to file a Form 15 to terminate Exchange Act reporting obligations after completing the redemptions and other dissolution steps.

Positive

• Public shareholders are expected to receive a cash redemption of approximately $16.41 per share from the trust account, after taxes and dissolution expenses.

Negative

• The company will liquidate and terminate its SPAC business, ending any chance of a future business combination.
• There will be no liquidating distributions for the company’s rights and redeemable warrants, which will be cancelled, eliminating any residual value for those instruments.
• The company expects to deregister and delist its securities and file Form 15 to terminate its reporting obligations, ending public trading and SEC reporting.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Business combination deadline: October 4, 2026 Expected redemption amount per share: $16.41 per share Interest reserved for dissolution expenses: $50,000 +3 more

6 metrics

Business combination deadline October 4, 2026 Date by which the company would have needed to complete an initial business combination

Expected redemption amount per share $16.41 per share Approximate cash distribution to public shareholders from the trust account

Interest reserved for dissolution expenses $50,000 Maximum amount of trust interest excluded from redemptions to pay dissolution expenses

Expected last trading day October 2, 2026 Anticipated last day of trading for ordinary shares, warrants, and units on OTC Markets

Charter jurisdiction Cayman Islands Place of incorporation of Metal Sky Star Acquisition Corp

Business address ZIP code 07030 ZIP code for the company’s principal executive offices in Hoboken, New Jersey

Key Terms

trust account, Form 15, dissolution expenses, forward-looking statements, +2 more

6 terms

trust account financial

"distribute the trust account to the holders of public shares"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

Form 15 regulatory

"intends to file a Form 15 Certification and Notice of Termination"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

dissolution expenses financial

"excluding up to US$50,000 of any interest earned to pay liquidation expenses"

forward-looking statements regulatory

"contains forward-looking statements within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

plan of dissolution regulatory

"implementing the Company’s plan of dissolution will be funded from proceeds"

de-registration regulatory

"the de-registration of the Company’s securities with the Securities"

FAQ

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

What did MSSAF announce on September 22, 2026?

Metal Sky Star Acquisition Corp announced it will not complete a business combination by October 4, 2026 and, under its charter, intends to liquidate, redeem all public shares, and wind up its operations.

How much will MSSAF public shareholders receive per share in the liquidation?

Public shareholders are expected to receive approximately $16.41 per share from the trust account, after taxes and up to $50,000 of interest for dissolution expenses, with payment anticipated on or about October 2, 2026.

What happens to MSSAF warrants and rights in the liquidation?

The company states there will be no liquidating distributions with respect to its rights and redeemable warrants. These instruments, along with private placement units, are expected to be cancelled as part of the dissolution process.

Will MSSAF remain a publicly reporting company after the liquidation?

No. After completing redemptions and other steps, the company intends to file Form 15 with the SEC to terminate its reporting obligations under Sections 13 and 15(d) of the Exchange Act and to deregister and delist its securities.

Did MSSAF’s sponsor waive any rights in connection with the liquidation?

Yes. The sponsor waived its redemption rights with respect to its outstanding founder shares and private placement units. Public shareholders alone will receive the redemption amount from the trust account.

When is the last expected trading day for MSSAF securities?

The company expects that the last day of trading for its ordinary shares, redeemable warrants, and units on the OTC Markets will be October 2, 2026, coinciding with the anticipated timing of the public share redemptions.

How will MSSAF fund its dissolution expenses outside the trust?

Up to $50,000 of interest in the trust account is reserved for dissolution expenses. The company states that all other costs and expenses associated with its plan of dissolution will be funded from proceeds held outside of the trust account.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 22, 2026

METAL SKY STAR ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41344		00-0000000 N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. 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:

☐	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 Securities Exchange Act of 1934: None.

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

Emerging growth company ☒

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

*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 8.01 Other Events.

On September 22, 2026, Metal Sky Star Acquisition Corporation’s (the “Company”) announced that it will not seek an extension of the time to complete an initial business combination by October 4, 2026, and pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, the Company’s Board of Directors (the “Board”) has determined to (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 aggregate amount on deposit in the trust account, but net of taxes payable and excluding up to US$50,000 of any interest earned to pay liquidation expenses (but including remaining interest) divided by the number of then outstanding public shares; 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.

The Company’s directors unanimously approved amongst others, the termination of the Company’s business as a special purpose acquisition company and cease all operations except the winding up of the Company’s operations; the de-registration of the Company’s securities with the Securities and Exchange Commission (the “SEC”); the de-listing of the Company’s securities from its current trading market; the liquidation of the trust account established by the Company upon the consummation of the IPO; the redemption of the outstanding public ordinary shares; the cancelation of the rights and warrants issued by the Company in its initial public offering; the cancellation of the private placement units held by M-Star Management Corporation, the Company’s sponsor (the “Sponsor”); and to commence its voluntarily liquidation of the Company upon completion of all the above or other steps. The Board also determined to cease the operations of its audit, compensation, and nominating committees.

In order to provide for the disbursement of funds from the Company’s trust account, the Company will instruct Wilmington Trust, National Association, as trustee, to take all necessary actions to liquidate the assets held in the trust account. The proceeds thereof, less $50,000 of interest to pay dissolution expenses and net of taxes payable, will be held in a trust operating account while awaiting disbursement to the public holders of the Ordinary Shares (the “Redemption Amount”). All other costs and expenses associated with implementing the Company’s plan of dissolution will be funded from proceeds held outside of the trust account.

The Company’s Sponsor has waived its redemption rights with respect to the outstanding founder shares and private placement units. After the redemption is complete, the Company shall cease all operations except for those required to wind up the Company’s business.

The Company intends to file a Form 15 Certification and Notice of Termination of Registration with the SEC, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated with respect to the Securities.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks, uncertainties, and assumptions that are difficult to predict. All statements other than statements of historical fact contained in this Current Report on Form 8-K, including statements regarding future events, our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements. The Company has attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” or “should,” or the negative of these terms or other comparable terminology. The forward-looking statements made herein are based on the Company’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various important factors, including, without limitation, its limited operating history, competitive factors in the Company’s and Force’s industry and market, and other general economic conditions. The forward-looking statements made herein are based on the Company’s current expectations, assumptions, and projections, which could be incorrect. The forward-looking statements made herein speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law. The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the Company’s periodic filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and its subsequent Quarterly Report on Form 10-Q. The Company’s SEC filings are available publicly on the SEC’s website at http://www.sec.gov.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release
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 22, 2026	By:	/s/ Wenxi He
	Name:	Wenxi He
	Title:	Chief Executive Officer and Chief Financial Officer

Exhibit 99.1

Metal Sky Star Acquisition Corporation Announces Plan to Liquidate

NEW YORK, September 22, 2026 – Metal Sky Star Acquisition Corporation (the “Company”) today announced that it will not be able to consummate an initial business combination by October 4, 2026, and pursuant to its Amended and Restated Memorandum and Articles of Association, the Company intends to liquidate promptly.

It is currently expected that public shareholders will receive approximately $16.41 per share from the trust account of the Company (i.e., after payment of taxes and up to $50,000 of interest to pay dissolution expenses) on or about October 2, 2026. Beneficial owners of the Company’s ordinary shares held in “street name” will not need to take any action in order to receive the redemption amount. The Company’s sponsor waived its redemption rights with respect to its outstanding founder shares and private placement shares. There will be no liquidating distributions with respect to the Company’s rights and redeemable warrants.

The Company expects that the last day of trading of the Company’s ordinary shares, redeemable warrants and units (collectively, the “Securities”) on the OTC Markets will be October 2, 2026.

About Metal Sky Star Acquisition Corporation

Metal Sky Star Acquisition Corporation is a blank check company incorporated in the Cayman Islands whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.

Forward-Looking Statements

This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact

Wenxi He

Chief Executive Officer, Chief Financial Officer, and Director

221 River Street, 9th Floor, Hoboken, New Jersey 07030

201-721-8789

Email: olivia@metalskystar.com

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 9.0 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB