Metal Sky Star (MSSAF) shareholders back one-year SPAC deadline extension

Rhea-AI Filing Summary

Metal Sky Star Acquisition Corporation obtained shareholder approval to extend the deadline to complete a business combination. The company can now extend the date by which it must consummate a merger up to twelve times, moving the outside date from January 5, 2026 to January 5, 2027, with each extension covering an additional one-month period and the monthly extension fee waived.

At the December 30, 2025 extraordinary general meeting, 3,214,886 ordinary shares were present, representing 98.45% of the outstanding shares as of the December 3, 2025 record date, constituting a quorum. The extension amendment and a corresponding trust agreement amendment each received 3,209,008 votes for and 5,878 against, while an adjournment proposal became moot because the main proposals were approved.

Insights

SPAC structure and governance analyst

Shareholders approved a one-year SPAC deadline extension with strong support.

Metal Sky Star Acquisition Corporation received approval to push its business combination deadline from January 5, 2026 to January 5, 2027, via up to twelve one-month extensions. The waiver of the monthly extension fee changes the economic terms around how long the vehicle can continue seeking a target compared with a fee-based extension structure.

Turnout was high, with 3,214,886 ordinary shares present, or 98.45% of outstanding shares as of December 3, 2025, which supports the legitimacy of the outcome. The extension and related trust amendment each passed with 3,209,008 votes in favor versus 5,878 against, indicating broad shareholder backing for continuing the SPAC’s lifecycle rather than moving quickly toward liquidation.

Because the adjournment proposal was rendered moot once the key items passed, the near-term governance focus now centers on how the board uses the extended timeframe to pursue a business combination. Subsequent company communications and required periodic reports will describe any proposed transaction and related shareholder votes within this new extended window.

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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): January 2, 2026

METAL SKY STAR ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41344		N/A 00-0000000
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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

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

Not Applicable

(Former name or former address, if changed since last report)

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

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

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

Emerging growth company ☒

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Ordinary Share, $0.001 par value, one redeemable warrant, and one right		MSSAU		The Nasdaq Stock Market LLC
Ordinary Shares, $0.001 par value		MSSA		The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share		MSSAW		The Nasdaq Stock Market LLC
Rights to receive one-tenth (1/10th) of one Ordinary Share		MSSAR		The Nasdaq Stock Market LLC

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 30, 2025, Metal Sky Star held an Extraordinary General Meeting of its shareholders. At the Extraordinary General Meeting, the shareholders approved certain amendments to Metal Sky Star’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) as described in further detail in Item 5.07 of this Current Report on Form 8-K. The proposed amendments to the Company’s Amended and Restated Memorandum and Articles of Association approved by the Company’s shareholders were to extend the date by which the Company has to consummate a business combination up to twelve (12) times from January 5, 2026 to January 5, 2027 (the “Extension Proposal”).

The Extension Proposal is described in more detail in Metal Sky Star’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 8, 2025 (the “Proxy Statement”). The final voting results for each of the proposals are indicated below. On December 30, 2025, following the approval of the proposals described above, the Company adopted the amendments to the Amended and Restated Memorandum and Articles of Association. The foregoing description is qualified in its entirety by reference to the amendments to the Amended and Restated Memorandum and Articles of Association, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Extraordinary General Meeting held on December 30, 2025, there were 3,214,886 ordinary shares of Metal Sky Star present in person or represented by proxy, representing 98.45% of the outstanding ordinary shares of Metal Sky Star as of December 3, 2025, the record date for the Extraordinary General Meeting, and constituting a quorum for the transaction of business. At the Extraordinary General Meeting, each of the proposals described below was approved by the Company’s shareholders of record. The final results for the votes regarding each proposal are set forth in the following tables. Each of the proposals is described in detail in the Company’s Proxy Statement.

Proposal 1 (Extension Proposal):

To amend the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate a business combination up to twelve (12) times (the “Extended Date”), each such extension for an additional one-month period (each an “Extension”), from January 5, 2026 to January 5, 2027, and waive the monthly extension fee, 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
Extension Proposal			3,209,008			5,878			0

Proposal 2 (Trust Amendment Proposal):

To amend the investment management trust agreement, dated March 30, 2022, as amended on October 31, 2023, November 12, 2024 and April 2, 2025, (the “Trust Agreement”), by and among the Company, Wilmington Trust, N.A., as trustee, and Vstock Transfer LLC, to reflect the Extension Proposal.

		For			Against			Abstain
Trust Amendment Proposal			3,209,008			5,878			0

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 any of the foregoing proposals.

		For			Against			Abstain
Adjournment Proposal			3,209,008			5,878			0

Because other proposals had received the requisite approval, this Proposal 3 was rendered moot and not voted at the Extraordinary General Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf as of January 5, 2026 by the undersigned hereunto duly authorized.

	METAL SKY STAR ACQUISITION CORPORATION
	By:	/s/ Wenxi He
		Wenxi He Chief Executive Officer and Director

FAQ

What did Metal Sky Star Acquisition Corporation (MSSAF) shareholders approve at the extraordinary meeting?

Shareholders approved amendments to extend the deadline to consummate a business combination up to twelve one-month periods, moving the outside date from January 5, 2026 to January 5, 2027, and to waive the monthly extension fee.

How many Metal Sky Star (MSSAF) shares were represented at the December 30, 2025 meeting?

There were 3,214,886 ordinary shares present in person or by proxy at the extraordinary general meeting, representing 98.45% of the outstanding ordinary shares as of the December 3, 2025 record date.

What were the voting results for Metal Sky Stars Extension Proposal?

The Extension Proposal to amend the memorandum and articles to allow monthly extensions through January 5, 2027 received 3,209,008 votes for, 5,878 votes against, and 0 abstentions.

What change was made to Metal Sky Star19s trust agreement?

Shareholders approved a Trust Amendment Proposal to modify the investment management trust agreement so that it reflects the extension of the business combination deadline, with 3,209,008 votes for and 5,878 against.

Why was the Adjournment Proposal for Metal Sky Star declared moot?

The Adjournment Proposal, which would have allowed the meeting to be adjourned to solicit additional proxies if needed, was rendered moot because the key extension-related proposals had already received the requisite shareholder approval.

Which Metal Sky Star securities are listed on Nasdaq and under what symbols?

Units each consisting of one ordinary share, one redeemable warrant, and one right trade under MSSAU, ordinary shares under MSSA, redeemable warrants under MSSAW, and rights to receive one-tenth of an ordinary share under MSSAR on The Nasdaq Stock Market LLC.