secwatch / observer

Metal Sky Star Acquisition Corp — fact timeline

Source-grounded facts extracted from Metal Sky Star Acquisition Corp's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

MSSAF Metal Sky Star Acquisition Corp JSON
Governance Changes

Metal Sky Star Acquisition Corp: Shareholders approved amendments to extend the deadline for the company to consummate a business combination from January 5, 2026 to January 5, 2027, with up to twelve monthly extensions, and waive the monthly extension fee (effective 2025-12-30).

“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.”
Listing & Compliance Notices

Metal Sky Star Acquisition Corp received a nasdaq delisting notice notice regarding other (rules IM-5101-2).

“Warrants will be suspended at the opening of business on April 9, 2025; and (iii) a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market. Pursuant to Nasdaq Listing Rule IM-5101-2, a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Since the Company failed to complete its initial business combination by March 31, 2025, the Company did not comply with IM-5101-2”
Governance Changes

Metal Sky Star Acquisition Corp: Amended Amended and Restated Memorandum and Articles of Association to extend business combination deadline and eliminate redemption limitation (effective 2025-04-02).

“On April 2, 2025, following the approval of the proposals described above, the Company adopted the amendments to the Amended and Restated Memorandum and Articles of Association.”
Listing & Compliance Notices

Metal Sky Star Acquisition Corp received a nasdaq deficiency notice notice regarding other (rules 5450(b)).

“March 24, 2025, Metal Sky Star Acquisition Corporation (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5450(b) because the Company has not maintained a minimum 1,100,000 publicly held shares. The Notice has no immediate effect on the listing or trading of the Company’s listed securities (the “Listed Securities”). The Company has 45 calendar days to submit a plan to regain compliance. If the plan is accepted, Nasdaq will grant an exte”

Christopher John Regan was appointed as Independent Director at Metal Sky Star Acquisition Corp.

“On January 7, 2025, the board of directors (the "Board") approved the appointment of Mr. Christopher John Regan as an independent director of the Company, effective on the same date.”

Konstantin Anatolyevich Sokolov resigned as Director at Metal Sky Star Acquisition Corp.

“On January 7, 2025, Mr. Konstantin Anatolyevich Sokolov tendered his resignation as a director of Metal Sky Star Acquisition Corporation (the "Company"), effective on the same date.”
Governance Changes

Metal Sky Star Acquisition Corp: Shareholders approved an amendment to the Amended and Restated Memorandum and Articles of Association to extend the deadline for a business combination from August 5, 2024 to April 5, 2025, by adding up to eight additional one-month extension periods (effective 2024-11-12).

“As approved by its shareholders at the Extraordinary General Meeting, MSSA filed the resolution including the amendment to the Amended and Restated Memorandum and Articles of Association (the “ Amendment ”) with the Cayman Islands General Registry on November 13, 2024. The Amendment extends the date by which MSSA has to consummate a business combination up to eight times, each such extension for an additional one-month period, from August 5, 2024 to April 5, 2025.”
Auditor Changes

Metal Sky Star Acquisition Corp reported that prior financial statements should not be relied upon.

“should no longer be relied upon due to the classification errors described above.”
Governance Changes

Metal Sky Star Acquisition Corp: Shareholders approved an amendment to the Amended and Restated Memorandum and Articles of Association to allow the company to undertake an initial business combination with a China-based target entity or business (effective 2023-12-21).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Annual General Meeting, the shareholders approved an amendment to amend Metal Sky Star’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) allow the Company to undertake an initial business combination with an entity or business (“Target Business”), with a physical presence, operation, or other significant ties to China (a “China-based Target”)”
Shareholder Votes

Metal Sky Star Acquisition Corp shareholders voted on Adjournment proposal at the 2023-12-20 meeting.

“Proposal 4: Approval of an adjournment of the Annual General Meeting to a later date or dates to permit further solicitation of proxies: For Against Abstain Broker Non-Votes Adjournment Proposal 5,448,926 108,579 0 0”
Shareholder Votes

Metal Sky Star Acquisition Corp shareholders approved Amending amended and restated memorandum and articles of association to allow business combination with China-based target or VIE structure at the 2023-12-20 meeting.

“Proposal 3: Approval of amending Metal Sky Star’s amended and restated memorandum and articles of association”
Shareholder Votes

Metal Sky Star Acquisition Corp shareholders approved Ratification of the appointment of UHY LLP as independent registered public accounting firm for fiscal year ended December 31, 2023 at the 2023-12-20 meeting.

“Proposal 2: Approval of ratifying the appointment of UHY LLP (the “UHY”) as our independent registered public accounting firm for the fiscal year ended December 31, 2023: For Against Abstain Broker Non-Votes Ratification of Appointment of Independent Auditor Proposal 5,456,604 100,180 721 0”
Shareholder Votes

Metal Sky Star Acquisition Corp shareholders approved Election of five directors at the 2023-12-20 meeting.

“Proposal 1: Approval of electing five directors to serve as members of the Board of Directors to hold office until the second succeeding annual general meeting of shareholders or until their respective successors have been elected and qualified: For Withheld Wenxi He 5,456,784 100,721 Konstantin A Sokolov 5,456,784 100,721 Zining Jiang 5,456,784 100,721 Xinghua Fan 5,456,784 100,721 Zhuo Wang 5,456,784 100,721”
Governance Changes

Metal Sky Star Acquisition Corp: Amendment to extend business combination deadline to August 5, 2024 and reduce extension fee, by replacing Section 36.2 of the Amended and Restated Memorandum and Articles of Association (effective 2023-10-30).

“At the Extraordinary General Meeting, the shareholders approved an amendment to Metal Sky Star’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) to extend the date by which Metal Sky Star must consummate a business combination (the “Extension”) to August 5, 2024 (the “Extended Date”) and reduce the amount of the fee to extend such time period, by amending the Amended and Restated Memorandum and Articles of Association to delete the existing Section 36.2 thereof and replacing it with the new Section 36.2 in the form set forth in Annex A of the proxy statement.”
Shareholder Votes

Metal Sky Star Acquisition Corp shareholders approved Amend the Investment Management Trust Agreement to reflect the Charter Amendment Proposal. at the 2023-10-30 meeting.

“Proposal 2: A proposal to amend the Investment Management Trust Agreement, dated March 30, 2022, by and among the Company, Wilmington Trust, N.A., as trustee, and Vstock Transfer LLC, to reflect the Charter Amendment Proposal: For Against Abstain Trust Agreement Proposal 6,323,599 1,709,300 0”
Shareholder Votes

Metal Sky Star Acquisition Corp shareholders approved Amend the Amended and Restated Memorandum and Articles of Association to extend the date to consummate a business combination to August 5, 2024 and reduce the amount of the fee to extend such time period. at the 2023-10-30 meeting.

“At the Extraordinary General Meeting of Metal Sky Star, which was held on October 30, 2023, each of the proposals described below was approved by the Company’s shareholders of record.”
Material Agreements

Metal Sky Star Acquisition Corp terminated Termination of Agreement and Plan of Merger with Future Dao Group Holding Limited valued at Mutual termination of Merger Agreement; no fees or expenses payable (effective 2023-10-06).

“On October 6, 2023, the parties to the Merger Agreement entered into a Termination of Agreement and Plan of Merger (the “Termination Agreement”), pursuant to which, among other things, the parties agreed to mutually terminate the Merger Agreement, pursuant to Section 10.01 (a) of the Merger Agreement, effective as of October 6, 2023 (the “Termination”).”

Man Chak Leung resigned as Chief Executive Officer and director at Metal Sky Star Acquisition Corp.

“On September 28, 2023, the Board approved Man Chak Leung’s resignation letter to resign as the Chief Executive Officer and director of the Company.”

Wenxi He was appointed as Chief Executive Officer and director at Metal Sky Star Acquisition Corp.

“On September 28, 2023, the Board of Directors of the Company (the “Board”) appointed Wenxi He to serve as the Chief Executive Officer and director of the Company.”
Material Agreements

Metal Sky Star Acquisition Corp entered into Agreement and Plan of Merger with Future Dao Group Holding Limited valued at $350 million valuation for all outstanding Future Dao Ordinary Shares (effective 2023-04-12).

“On April 12, 2023, Metal Sky entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Future Dao Group Holding Limited, a Cayman Islands exempted company (the “ Future Dao ”), and Future Dao League Limited, a Cayman Islands exempted company and wholly owned subsidiary of Future Dao (the “ Merger Sub ”).”
Shareholder Votes

Metal Sky Star Acquisition Corp shareholders voted on Approval of an adjournment of the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies at the 2023-01-26 meeting.

“Proposal 2: Approval of an adjournment of the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies: For Against Abstain Adjournment Proposal 11,731,152 771,828 0 Because the other proposal had received the requisite approval, this Proposal 2 was rendered moot and not voted at the Extraordinary General Meeting.”
Shareholder Votes

Metal Sky Star Acquisition Corp shareholders approved Approval of amending 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 times for an additional one month each time from February 5, 2023 to February 5, 2024 at the 2023-01-26 meeting.

“Proposal 1: Approval of amending the Company’s amended and restated memorandum and articles of association (the “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 from February 5, 2023 to February 5, 2024 by amending the Amended and Restated Memorandum and Articles of Association by deleting the existing Section 36.2 thereof and replacing such section with the new Section 36.2 in the form set forth in Annex A of the Proxy Statement: For Against Abstain Charter Amendment Proposal 11,970,487 532,493 0”
Debt Financings

Metal Sky Star Acquisition Corp incurred loan of up to $1,000,000; $383,333 drawn on January 4, 2023 with M-Star Management Corp. (the Sponsor) at no interest maturing earlier of December 31, 2023 or consummation of initial business combination.

“On January 3, 2023, the Company issued a promissory note (the “ Note ”) in the principal amount of up to $1,000,000 to M-Star Management Corp. (the “ Sponsor ”), 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.”
Material Agreements

Metal Sky Star Acquisition Corp entered into Promissory Note with M-Star Management Corp. valued at Up to $1,000,000 principal amount, no interest, repayable upon the earlier of December 31, 2023 or t (effective 2023-01-03).

“On January 3, 2023, the Company issued a promissory note (the “ Note ”) in the principal amount of up to $1,000,000 to M-Star Management Corp. (the “ Sponsor ”), pursuant to which the Sponsor shall loan to the Company up to $1,000,000 to pay the extension fee and transaction cost.”

Konstantin A. Sokolov was appointed as Director at Metal Sky Star Acquisition Corp.

“On October 14, 2022, the Board of Directors of Metal Sky Star Acquisition Corporation (the “Company”) approved the appointment of Konstantin A. Sokolov, age 47, as the director effective October 14, 2022 and will no longer serve as the Senior Advisor of the Company.”

Xinghua Fan was appointed as Director at Metal Sky Star Acquisition Corp.

“On March 31, 2022, in connection with the IPO, Zhuo Wang, Zining Jiang, and Xinghua Fan (the “Directors”) were appointed to the board of directors of the Company (the “Board”).”

Zining Jiang was appointed as Director at Metal Sky Star Acquisition Corp.

“On March 31, 2022, in connection with the IPO, Zhuo Wang, Zining Jiang, and Xinghua Fan (the “Directors”) were appointed to the board of directors of the Company (the “Board”).”

Zhuo Wang was appointed as Director at Metal Sky Star Acquisition Corp.

“On March 31, 2022, in connection with the IPO, Zhuo Wang, Zining Jiang, and Xinghua Fan (the “Directors”) were appointed to the board of directors of the Company (the “Board”).”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.