MSSRF / Metal Sky Star Acquisition Corporation - Equity Right - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41344 METAL SKY STAR AC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  ☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☒ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For the Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41344 METAL SKY STAR A

Submission of Matters to a Vote of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): April 2, 2025 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)

Metal Sky Star Acquisition Corporation Announces Receipt of Letter from Nasdaq Regarding Failure to Complete Initial Business Combination

Exhibit 99.1 Metal Sky Star Acquisition Corporation Announces Receipt of Letter from Nasdaq Regarding Failure to Complete Initial Business Combination New York, NY, April 4, 2025 (Globe Newswire) — On April 2, 2025, Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company, (“Metal Sky Star” or the “Company”) received a letter (the “Letter”) from the Listing Qualifications Departme

Amendments to the Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 Amendments to the Amended and Restated Memorandum and Articles of Association Proposal 3 – Extension Proposal The Amended and Restated Memorandum and Articles of Association 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41344 METAL SKY STAR ACQUISITION CORPO

Insider Trading Policy

Exhibit 19.1 METAL SKY STAR ACQUISITION CORPORATION POLICY GOVERNING MATERIAL, NON-PUBLIC INFORMATION AND PREVENTION OF INSIDER TRADING I. OVERVIEW This Statement of Policy Governing Material, Non-Public Information and the Prevention of Insider Trading (this “Statement”) of the Company consists of three sections: Section I provides an overview; Section II sets forth the Company’s policies prohibi

List of subsidiaries.

EXHIBIT 21.1 LIST OF SUBSIDIARIES None.

Clawback Policy

Exhibit 97.1 METAL SKY STAR ACQUISITION CORPORATION POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A. OVERVIEW In accordance with the Listing Rule 5608(b) of Nasdaq Stock Market LLC (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Metal Sky Star Acquisition C

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): March 24, 2025 METAL SKY STAR ACQ

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): March 24, 2025 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit

Metal Sky Star Acquisition Corporation

Metal Sky Star Acquisition Corporation March 13, 2025 VIA EDGAR Mr. Ronald (Ron) E. Alper Ms. Isabel Rivera U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, DC 20549 Re: Metal Sky Star Acquisition Corporation Preliminary Proxy Statement on Schedule 14A Filed March 6, 2025 File No. 001-41344 Dear Mr. Ronald (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 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: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit

Other Events

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): February 11, 2025 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 incorporat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 7, 2025 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 incorporatio

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): December 20, 2024 METAL SKY STAR

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): December 20, 2024 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 incorporat

Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

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 November 12, 2024 Date of Report (Date of earliest event reported) 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 incorporati

Resolution including the amendment to the Amended and Restated Memorandum and Articles of Association filed with the Cayman Islands General Registry on November 13, 2024.

Exhibit 3.1

Amendment to the Investment Management Trust Agreement between MSSA, Wilmington Trust, N.A., as trustee, and Vstock Transfer LLC dated November 13, 2024

Exhibit 10.1 AMENDMENT TO THE INVESTMENT TRUST AGREEMENT November 13, 2024 THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 12, 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 tr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41344 METAL SKY ST

MSSA / Metal Sky Star Acquisition Corporation / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

SC 13G 1 mssa111224.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Metal Sky Star Acquisition Corp. (Name of Issuer) Ordinary Shares, $0.001 par value (Title of Class of Securities) G6053N105 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the a

MSSA / Metal Sky Star Acquisition Corporation / BERKLEY W R CORP - SCHEDULE 13G Passive Investment

SC 13G 1 w79881053a.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* METAL SKY STAR ACQUISITION CORPORATION (Name of Issuer) Ordinary Shares, $0.001 par value (Title of Class of Securities) G6053N105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the a

EXHIBIT 99.1

EX-99.1 2 w79881053b.htm THE IDENTITY AND THE ITEM 3 CLASSIFICATION OF THE RELEVANT SUBSIDIARY EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary is: Berkley Insurance Company, which is an insurance company in accordance with Rule 13d-1(b)(1)(ii)(C).

AGREEMENT OF REPORTING PERSONS

EX-99.2 3 w79881053c.htm AGREEMENT OF REPORTING PERSONS EXHIBIT 99.2 AGREEMENT OF REPORTING PERSONS The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint f

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 4, 2024 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 incorporati

Metal Sky Star Acquisition Corporation Announces LOI with Fedilco Group Limited

Exhibit 99.1 Metal Sky Star Acquisition Corporation Announces LOI with Fedilco Group Limited NEW YORK, November 4, 2024 - Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company (NASDAQ: MSSA) (“Metal Sky Star” or the “Company”), announced today that it has entered into a letter of intent (the “LOI”) with Fedilco Group Limited, a Cyprus-based company (“Fedilco”) holding an 80% eq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit

Other Events

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): October 3, 2024 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 incorporatio

Via EDGAR

LAWRENCE VENICK Partner 2206-19 Jardine House 1 Connaught Place Central Hong Kong, SAR Direct +852.

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

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: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a

Metal Sky Star Acquisition Corporation entered into a non-binding letter of intent to acquire Okidoki OÜ.

Exhibit 99.1 Metal Sky Star Acquisition Corporation entered into a non-binding letter of intent to acquire Okidoki OÜ. NEW YORK, October 1, 2024 (GLOBE NEWSWIRE) – Metal Sky Star Acquisition Corporation (the “Company”) today announced that it has entered into a non-binding letter of intent (“LOI”) for a business combination with Okidoki OÜ (“Okidoki”). Founded in 2007, Okidoki has become one of Es

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): October 1, 2024 METAL SKY STAR AC

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): October 1, 2024 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 incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 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: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a

Via EDGAR

LAWRENCE VENICK Partner 2206-19 Jardine House 1 Connaught Place Central Hong Kong, SAR Direct +852.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41344 METAL SKY STAR A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41344 METAL SKY STAR AC

Metal Sky Star Acquisition Corporation Announces Receipt of Additional Determination from Nasdaq Regarding Delayed Filing and Public Holders Deficiencies

Exhibit 99.1 Metal Sky Star Acquisition Corporation Announces Receipt of Additional Determination from Nasdaq Regarding Delayed Filing and Public Holders Deficiencies New York, NY, September 11, 2024 (GLOBE NEWSWIRE) — Metal Sky Star Acquisition Corporation (Nasdaq: MSSA) (the “Company”) announced that it has received a notice (the “Notice”) dated September 5, 2024, from The Nasdaq Stock Market LL

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 5, 2024 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 incorporat

Via EDGAR

LAWRENCE VENICK Partner 2206-19 Jardine House 1 Connaught Place Central Hong Kong, SAR Direct +852.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 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: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a

Other Events

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 3, 2024 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 incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41344 METAL SKY STAR ACQUISITION CORPO

List of subsidiaries. *

EXHIBIT 21 LIST OF SUBSIDIAIRIES OF METAL SKY STAR ACQUISITION CORPORATION None

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): August 7, 2024 METAL SKY STAR ACQ

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): August 7, 2024 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

Metal Sky Star Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Delayed Filings and Failure to Close One Or More Business Combinations

Exhibit 99.1 Metal Sky Star Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Delayed Filings and Failure to Close One Or More Business Combinations New York, NY, August 13, 2024 (GLOBE NEWSWIRE) — Metal Sky Star Acquisition Corporation (Nasdaq: MSSA) (the “Company”) announced that it has received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit

List of subsidiaries.*

EXHIBIT 21 LIST OF SUBSIDIAIRIES OF METAL SKY STAR ACQUISITION CORPORATION None

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-413

Amended and Restated Articles of Association dated as of January 26, 2023*

Exhibit 3.2 Companies Act (Revised) Company Limited by Shares Metal Sky Star Acquisition Corporation AMENDED & RESTATED ARTICLES of association Adopted by special resolution passed on 26 January 2023 www.verify.gov.ky File#: 375777 CONTENTS 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 5 Exclusion of Table A Articles 5 2 Shares 5 Power to issue Shares and op

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 00

Description of Registrant’s Securities.*

EXHIBIT 4.2 Description of Securities METAL SKY STAR ACQUISITION CORPORATION The following summary of the securities of Metal Sky Star Acquisition Corporation is qualified and based on the company’s Amended and Restated Memorandum and Articles of Association dated as of March 30, 2022 and the Warrant Agreement dated as of March 31, 2022 with Vstock Transfer LLC, both of which have been filed as ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41344 METAL SKY ST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-413

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41

July 26, 2024

July 26, 2024 Re: Metal Sky Star Acquisition Corporation Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 30, 2023 File No.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): July 12, 2024 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)

Metal Sky Star Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Filing of Annual Report on Form 10-K

Exhibit 99.1 Metal Sky Star Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Filing of Annual Report on Form 10-K New York, NY, June 6, 2024 (PRNewswire) — Metal Sky Star Acquisition Corporation. (Nasdaq: MSSA) (the “Company”) announced that it has received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet file

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): May 31, 2024 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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR Fo

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): March 27, 2024 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 in

KYG6053N1051 / Metal Sky Star Acquisition Corp. / Shaolin Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY,

EX-99.A 2 d778227dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100

KYG6053N1390 / Metal Sky Star Acquisition Corp. / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment

SC 13G 1 d778227dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Metal Sky Star Acquisition Corporation (Name of Issuer) Common Shares (Title of Class of Securities) G6053N139 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate

Power of Attorney

EX-99.B 3 d778227dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g

Robert Charles Brighton, Jr.

Robert Charles Brighton, Jr. Shareholder Phone: 954.985.4178 Fax: 954.985.4176 [email protected] Becker & Poliakoff 1 East Broward Blvd. Suite 1800 Ft. Lauderdale, FL 33301 January 12, 2024 VIA EDGAR and EMAIL United States Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 450 Fifth Street N.W. Washington, DC 20549 Attention: Mr. Ameen

January 11, 2024

January 11, 2024 VIA EMAIL United States Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 450 Fifth Street N.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders

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): December 20, 2023 METAL SKY STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41344 N/A00-0000000 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41344 METAL SKY ST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit

Amendment to the Investment Management Trust Agreement

Exhibit 10.1 AMENDMENT AGREEMENT THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of October 31, 2023, 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 (

Amended and Restated Articles of Association adopted by special resolution passed on 30 October 2023 (incorporated by reference to Exhibit 3.1 of Form 8-K filed on November 1, 2023)

Exhibit 3.1 Companies Act (Revised) Company Limited by Shares Metal Sky Star Acquisition Corporation AMENDED & RESTATED ARTICLES of association Adopted by special resolution passed on 30 October 2023 CONTENTS 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 4 Exclusion of Table A Articles 5 2 Shares 5 Power to issue Shares and options, with or without special r

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): October 30, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit

Termination Agreement dated October 6, 2023.

Exhibit 10.1 TERMINATION AGREEMENT This Termination Agreement (this “Agreement”) is dated as of October 6, 2023, by and among Future Dao Group Holding Limited, a Cayman Islands exempted company (the “Company”), Future Dao League Limited, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Merger Sub”), and Metal Sky Star Acquisition Corporation, a Cayman Islands exempted

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): October 6, 2023 METAL SKY STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41344 N/A00-0000000 (State or other jurisdiction of in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 28, 2023 METAL SKY STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41344 N/A00-0000000 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41344 METAL SKY STAR AC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41344 METAL SKY STAR A

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): April 12, 2023 METAL SKY STAR ACQ

425 1 metalskystar425.htm 425 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): April 12, 2023 METAL SKY STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41344 N/A 00-0000000 (Sta

Form of Registration Rights Agreement

Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [*], by and among Future Dao Group Holding Limited, a Cayman Islands incorporated company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, on April 12, 2023, (

Future Dao Enters into Definitive Merger Agreement with Metal Sky Star Acquisition Corporation

Exhibit 99.1 Future Dao Enters into Definitive Merger Agreement with Metal Sky Star Acquisition Corporation Singapore and New York, April 12, 2023/GLOBE NEWSWIRE/ Future Dao Group Holding Limited (“Future Dao”), a blockchain company with a focus on bitcoin mining, and Metal Sky Star Acquisition Corporation (Nasdaq: MSSA) (“MSSA”), a blank check company formed for the purpose of acquiring one or mo

Equipment Contribution and Share Escrow Agreement dated as of April 12, 2023

Exhibit 10.5 Equipment Contribution and Share Escrow Agreement This Equipment Contribution and Share Escrow Agreement (this “Agreement”) is entered into on April 12, 2023 (the “Effective Date”), by and among Future Dao Group Holding Limited, a Cayman Islands exempted company (the “Company”), Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), X CAPITAL INVESTMEN

Form of Registration Rights Agreement

Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [*], by and among Future Dao Group Holding Limited, a Cayman Islands incorporated company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, on April 12, 2023, (

Equipment Contribution and Share Escrow Agreement dated as of April 12, 2023

Exhibit 10.5 Equipment Contribution and Share Escrow Agreement This Equipment Contribution and Share Escrow Agreement (this “Agreement”) is entered into on April 12, 2023 (the “Effective Date”), by and among Future Dao Group Holding Limited, a Cayman Islands exempted company (the “Company”), Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), X CAPITAL INVESTMEN

Future Dao Shareholder Lock-Up and Support Agreement, dated as of April 12, 2023

Exhibit 10.3 LOCK-UP AND SUPPORT AGREEMENT THIS LOCK-UP AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 12, 2023, by and among Future Dao Group Holding Limited, a Cayman Islands exempted company (the “Company”), Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), and the persons listed on Schedule A hereto (each, a “Company Sharehol

Sponsor Voting and Support Agreement, dated as of April 12, 2023

Exhibit 10.1 VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 12, 2023, by and among Future Dao Group Holding Limited, a Cayman Islands exempted company (the “Company”), Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), and M-Star Management Corporation, a British Virgin Islands incorporated comp

Agreement and Plan of Merger, dated as of April 12, 2023

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Future Dao Group Holding Limited and Future Dao League Limited and Metal Sky Star Acquisition Corporation dated as of April 12, 2023 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 4 Section 1.01 Definitions 4 Section 1.02 Construction 21 Section 1.03 Table of Defined Terms 22 ARTICLE II SHARE SPLIT; THE MERGERS 26 Section 2.01 Share Split

Agreement and Plan of Merger, dated as of April 12, 2023

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Future Dao Group Holding Limited and Future Dao League Limited and Metal Sky Star Acquisition Corporation dated as of April 12, 2023 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 4 Section 1.01 Definitions 4 Section 1.02 Construction 21 Section 1.03 Table of Defined Terms 22 ARTICLE II SHARE SPLIT; THE MERGERS 26 Section 2.01 Share Split

Sponsor Voting and Support Agreement, dated as of April 12, 2023

Exhibit 10.1 VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 12, 2023, by and among Future Dao Group Holding Limited, a Cayman Islands exempted company (the “Company”), Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), and M-Star Management Corporation, a British Virgin Islands incorporated comp

Future Dao Enters into Definitive Merger Agreement with Metal Sky Star Acquisition Corporation

Exhibit 99.1 Future Dao Enters into Definitive Merger Agreement with Metal Sky Star Acquisition Corporation Singapore and New York, April 12, 2023/GLOBE NEWSWIRE/ Future Dao Group Holding Limited (“Future Dao”), a blockchain company with a focus on bitcoin mining, and Metal Sky Star Acquisition Corporation (Nasdaq: MSSA) (“MSSA”), a blank check company formed for the purpose of acquiring one or mo

Sponsor Lock-Up Agreement, dated as of April 12, 2023

Exhibit 10.2 SPONSOR LOCK-UP AGREEMENT THIS SPONSOR LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of April 12, 2023, by and between Future Dao Group Holding Limited, a Cayman Islands exempted company (the “Company”), and M-Star Management Corporation, a British Virgin Islands incorporated limited liability company (the “Sponsor”). WHEREAS, capitalized terms used but not otherwis

Sponsor Lock-Up Agreement, dated as of April 12, 2023

Exhibit 10.2 SPONSOR LOCK-UP AGREEMENT THIS SPONSOR LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of April 12, 2023, by and between Future Dao Group Holding Limited, a Cayman Islands exempted company (the “Company”), and M-Star Management Corporation, a British Virgin Islands incorporated limited liability company (the “Sponsor”). WHEREAS, capitalized terms used but not otherwis

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): April 12, 2023 METAL SKY STAR ACQ

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): April 12, 2023 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 in

Future Dao Shareholder Lock-Up and Support Agreement, dated as of April 12, 2023

Exhibit 10.3 LOCK-UP AND SUPPORT AGREEMENT THIS LOCK-UP AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 12, 2023, by and among Future Dao Group Holding Limited, a Cayman Islands exempted company (the “Company”), Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), and the persons listed on Schedule A hereto (each, a “Company Sharehol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41344 METAL SKY STAR ACQUISITION CORPO

Amended and Restated Articles of Association dated as of January 26, 2023*

Exhibit 3.2 Companies Act (Revised) Company Limited by Shares Metal Sky Star Acquisition Corporation AMENDED & RESTATED ARTICLES of association Adopted by special resolution passed on 26 January 2023 www.verify.gov.ky File#: 375777 CONTENTS 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 4 Exclusion of Table A Articles 5 2 Shares 5 Power to issue Shares and op

List of subsidiaries. *

EXHIBIT 21 LIST OF SUBSIDIAIRIES OF METAL SKY STAR ACQUISITION CORPORATION None

Description of Registrant’s Securities. (incorporated by reference to the Form 10-K for the fiscal year ended December 31, 2022, filed on March 30, 2023)

EXHIBIT 4.2 Description of Securities METAL SKY STAR ACQUISITION CORPORATION The following summary of the securities of Metal Sky Star Acquisition Corporation is qualified and based on the company’s Amended and Restated Memorandum and Articles of Association dated as of March 30, 2022 and the Warrant Agreement dated as of March 31, 2022 with Vstock Transfer LLC, both of which have been filed as ex

KYG6053N1051 / Metal Sky Star Acquisition Corp. / Shaolin Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Metal Sky Star Acquisition Corp (Name of Issuer) Ordinary Share, par value $0.001 per share (Title of Class of Securities) G6053N105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig

KYG6053N1390 / Metal Sky Star Acquisition Corp. / MIZUHO FINANCIAL GROUP INC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Metal Sky Star Acquisition Corporation (Name of Issuer) Common Shares (Title of Class of Securities) G6053N139 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

KYG6053N1390 / Metal Sky Star Acquisition Corp. / BALYASNY ASSET MANAGEMENT LLC - SC 13G/A Passive Investment

SC 13G/A 1 d465375dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Metal Sky Star Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) G6053N139 (CINS Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the

JOINT FILING AGREEMENT

EX-99.1 2 d465375dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of Metal Sky St

KYG6053N1390 / Metal Sky Star Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Metal Sky Star Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G6053N139 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig

Financial Statements and Exhibits

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): February 3, 2023 METAL SKY STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41344 00-0000000N/A (State or other jurisdiction of i

Metal Sky Star Acquisition Corporation Announces to Extend Deadline to Consummate Business Combination

Exhibit 99.1 Metal Sky Star Acquisition Corporation Announces to Extend Deadline to Consummate Business Combination New York, February 3, 2023/Globe Newswire/ – Metal Sky Star Acquisition Corporation (the “Company” or “Metal Sky”) (NASDAQ: MSSA) (the “Company”) today announced that the Company has deposited into the Company's trust account (the “Trust Account”) an aggregate of $187,188, representi

KYG6053N1051 / Metal Sky Star Acquisition Corp. / Feis Lawrence Michael - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 lfsc13gz.htm SCHEDULE 13G/A OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1 )* Metal Sky Star Acquisition Corporation (Name of Issuer) Ordinary share, par value $ 0.001 (Title o

Submission of Matters to a Vote of Security Holders

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 26, 2023 METAL SKY STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41344 N/A00-0000000 (State or other jurisdiction of i

Metal Sky Star Acquisition Corporation Announces to Extend Deadline to Consummate Business Combination

Exhibit 99.1 Metal Sky Star Acquisition Corporation Announces to Extend Deadline to Consummate Business Combination New York, January 5, 2023/Globe Newswire/ ? Metal Sky Star Acquisition Corporation (the ?Company? or ?Metal Sky?) (NASDAQ: MSSA) today announced that the Company has deposited into the Company?s trust account (the ?Trust Account?) an aggregate of $383,333, representing $0.033 per pub

Promissory note

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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 5, 2023 METAL SKY STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41344 00-0000000N/A (State or other jurisdiction of in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 metalskydef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41344 METAL SKY ST

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): October 14, 2022 METAL SKY STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41344 N/A00-000000000-0000000 (State or other jurisdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41344 METAL SKY STAR AC

Metal Sky Star Acquisition Corporation Announces the Separate Trading of its Ordinary Shares, Rights and Warrants

Exhibit 99.1 Metal Sky Star Acquisition Corporation Announces the Separate Trading of its Ordinary Shares, Rights and Warrants New York, NY, May 26, 2022 (GLOBE NEWSWIRE) ? Metal Sky Star Acquisition Corporation (Nasdaq: MSSAU) (the ?Company?) announced that, commencing Tuesday, May 31, 2022, holders of the units sold in the Company?s initial public offering of 11,500,000 units (the ?Units?) may c

Financial Statements and Exhibits

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 May 26, 2022 Date of Report (Date of earliest event reported) METAL SKY STAR ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41344 N/A 00-0000000 (State or Other Jurisdiction of Incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41344 METAL SKY STAR A

Commitment Letter dated May 6, 2022

Exhibit 10.1 M-STAR MANAGEMENT CORPORATION May 6, 2022 This document confirms that M-Star Management Corporation (the ?Sponsor?) will provide additional capital as required to Metal Sky Star Acquisition Corporation ("SPAC?) as further indicated below: 1. Additional Capital. Sponsor will provide SPAC with additional capital, in a form to be mutually determined, as required to enable SPAC to fund it

M-Star Management Corp - SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D (including amendments thereto) on or about the date hereof with respect to the beneficial ownership by the undersigned of the ordinary shares, par value $0.001 per share, of Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company, is being filed, on behalf of eac

Metal Sky Star Acquisition Corporation INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 Metal Sky Star Acquisition Corporation INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of April 5, 2022 F-3 Notes to the Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Metal Sky Star Acquisition Corporation Opinion on the Financial Statement

BALYASNY ASSET MANAGEMENT LLC - SC 13G

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Metal Sky Star Acquisition Corp (Name of Issuer) Common Stock (Title of Class of Securities) G6053N139 (CINS Number) April 1, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ? Rule 13d

Financial Statements and Exhibits, Other Events

8-K 1 metalskystar8k.htm 8-K 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 April 5, 2022 Date of Report (Date of earliest event reported) METAL SKY STAR ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41344 N/A (State or Other Jurisd

Saba Capital Management, L.P. - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Metal Sky Star Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G6053N139 (CUSIP Number) March 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

Feis Lawrence Michael - SCHEDULE 13G

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* Metal Sky Star Acquisition Corporation (Name of Issuer) Ordinary share, par value $ 0.001 (Title of Class of Securities) G6053N139 (CUSIP N

Letter Agreement among the Company and its officers, directors and M-Star Management Corporation, dated as of March 31, 2022. (1)

Exhibit 10.1 INSIDER’S LETTER March 31, 2022 Metal Sky Star Acquisition Corporation 132 West 31st Street, First Floor New York, New York, 10001 Underwriter Representative Ladenburg Thalmann & Co., Inc. Re: Metal Sky Star Acquisition Corporation Public Offering; Voting, Lock-Up and Waiver Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting

Amended and Restated Memorandum and Articles of Association dated as of March 30, 2022. (1)

EX-3.1 3 metalskystarex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Companies Act (Revised) Company Limited by Shares Metal Sky Star Acquisition Corporation AMENDED & RESTATED Memorandum AND ARTICLES of association Adopted by special resolution passed on 30 March 2022 Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Metal Sky Star Acquisition Corporation (As a

Underwriting Agreement, dated March 31, 2022, by and between the Company and Ladenburg Thalmann & Co., Inc. as representative of the underwriters. (1)

Exhibit 1.1 10,000,000 Units Metal Sky Star Acquisition Corporation FORM OF UNDERWRITING AGREEMENT March 31, 2022 Ladenburg Thalmann & Co. Inc. 640 5th Ave., 4th Floor New York, NY 10019 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Metal Sky Star Acquisition Corporation, a Cayman Islands company (?Company?), hereby confirms its agreement w

Administrative Support Agreement dated as of March 31, 2022 by and between the Company and M-Star Management Corporation. (1)

Exhibit 10.6 ADMINISTRATIVE SERVICES AGREEMENT Metal Sky Star Acquisition Corporation 132 West 31st Street, First Floor New York, NY 10001 Dated?as of March 31, 2022 M-Star Management Corporation Ladies and Gentlemen: This letter agreement will confirm our mutual agreement that, commencing on the first date (the ?Effective Date?) that any securities of Metal Sky Star Acquisition Corporation (the ?

Registration Rights Agreement between the Company and certain security holders dated as of March 31, 2022. (1)

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the 31st day of March, 2022, by and among Metal Sky Star Acquisition Corporation., a Cayman Islands company (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Invest

Investment Management Trust Agreement among the Company, Wilmington Trust, N.A., and Vstock Transfer LLC, dated as of March 30, 2022. (1)

EX-10.2 7 metalskystarex10-2.htm EXHIBIT 10.2 Exhibit 10.2 METAL SKY STAR ACQUISITION corporation INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 30, 2022, by and between Metal Sky Star Acquisition Corporation, a Cayman Island corporation (the “Company”), and Wilmington Trust, National Association, a national banking

Warrant Agreement between the Company and Vstock Transfer LLC, dated as of March 31, 2022. (1)

EX-4.1 4 metalskystarex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of March 31, 2022 between Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company, with executive offices at 132 West 31st Street, First Floor, New York, NY 10001 (the “Company”), and Vstock Transfer LLC, a New York limited liability company, with offices

Private Placement Unit Purchase Agreement dated as of March 31, 2022 between the Company and M-Star Management Corporation. (1)

Exhibit 10.4 METAL SKY STAR ACQUISITION CORPORATION PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of this 31 day of March, 2022, by and between Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), having its principal place of business at 132 West 31st Street, First Floor, New York, New York, 10001

Indemnity Agreement dated as of March 31, 2022 between the Company, its officers and directors

Exhibit 10.5 METAL SKY STAR ACQUISITION CORPORATION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made on March 31, 2022. Between: (1) METAL SKY STAR ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands (the ?Company?); and (2) Man Chak Leung, Wenxi He, Zhuo Wang, Zining Jiang, and Xinghua Fan (?Indemnitee?). Whereas: (A) Highly compet

Rights Agreement between Vstock Transfer LLC and the Company, dated as of March 31, 2022

Exhibit 4.2 METAL SKY STAR ACQUISITION CORPORATION RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of March 31, 2022 between Metal Sky Star Acquisition Corporation, a Cayman Islands company with offices at 132 West 31st Street, First Floor, New York, New York 10001 (the ?Company?) and Vstock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Plac

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

8-K 1 metalskystar8k.htm 8-K 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 March 31, 2022 Date of Report (Date of earliest event reported) METAL SKY STAR ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41344 N/A (State or Other Juris

METAL SKY STAR ACQUISITION CORPORATION ANNOUNCES PRICING OF $100 MILLION INITIAL PUBLIC OFFERING

Exhibit 99.1 METAL SKY STAR ACQUISITION CORPORATION ANNOUNCES PRICING OF $100 MILLION INITIAL PUBLIC OFFERING NEW YORK, March 31, 2022 ? Metal Sky Star Acquisition Corporation, a Cayman Islands exempt company (NASDAQ: MSSAU) (the ?Company?) announced today that it priced its initial public offering of 10,000,000 units at $10.00 per unit. The Company?s units are expected to be listed on the Nasdaq

Metal Sky Star Acquisition Corporation 10,000,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-260251 $100,000,000 Metal Sky Star Acquisition Corporation 10,000,000 Units Metal Sky Star Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combinati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 METAL SKY STAR ACQUISITION CORPORATION. (Exact

8-A12B 1 metalskystar8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 METAL SKY STAR ACQUISITION CORPORATION. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporation

Ladenburg Thalmann & Co. Inc. 640 5th Ave., 4th Floor New York, NY 10019

CORRESP 1 filename1.htm Ladenburg Thalmann & Co. Inc. 640 5th Ave., 4th Floor New York, NY 10019 March 30, 2022 VIA EDGAR AND FACSIMILE Securities and Exchange Commission Division of Corporation Finance 100 F Street Washington DC 20549 Attention: Benjamin Holt James Lopez Re: Metal Sky Star Acquisition Corporation - Initial Public Offering Registration Statement on Form S-1 (File No. 333-260251) D

METAL SKY STAR ACQUISITION CORPORATION 132 West 31st Street, First Floor New York, NY 10001

METAL SKY STAR ACQUISITION CORPORATION 132 West 31st Street, First Floor New York, NY 10001 March 30, 2022 VIA EDGAR Division of Corporate Finance Office of Real Estate & Construction Securities and Exchange Commission 100 F Street, N.

Form of Registration Rights Agreement between the Registrant and certain security holders.**

Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the day of , 2022, by and among Metal Sky Star Acquisition Corporation., a Cayman Islands company (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investor

Form of Warrant Agreement between Vstock Transfer LLC and the Registrant.**

Exhibit 4.5 WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?) is made as of [?], 2022 between Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company, with executive offices at 132 West 31st Street, First Floor, New York, NY 10001 (the ?Company?), and Vstock Transfer LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598,

Form of Underwriting Agreement between Registrant and Ladenburg Thalmann Co., Inc.**

Exhibit 1.1 10,000,000 Units Metal Sky Star Acquisition Corporation FORM OF UNDERWRITING AGREEMENT [], 2022 Ladenburg Thalmann & Co. Inc. 640 5th Ave., 4th Floor New York, NY 10019 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Metal Sky Star Acquisition Corporation, a Cayman Islands company (?Company?), hereby confirms its agreement with La

Filing Fee Table**

Exhibit 107 Calculation of Filing Fee Tables Form S1 (Form Type) Metal Sky Star Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees Previously Paid Equity Units, each consisting of one ordinary share, par value $0.

Form of Rights Agreement between Vstock Transfer LLC and the Registrant.**

EX-4.6 6 metalskystarex4-6.htm EXHIBIT 4.6 Exhibit 4.6 METAL SKY STAR ACQUISITION CORPORATION FORM OF RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of , 2022 between Metal Sky Star Acquisition Corporation, a Cayman Islands company with offices at 132 West 31st Street, First Floor, New York, New York 10001 (the “Company”) and Vstock Transfer, LLC, a New York limited liability

Form of Amended and Restated Article of Association.**

EX-3.4 3 metalskystarex3-4.htm EXHIBIT 3.4 Exhibit 3.4 Companies Act (Revised) Company Limited by Shares Metal Sky Star Acquisition Corporation AMENDED & RESTATED ARTICLES of association Adopted by special resolution passed on [  ] 2022 CONTENTS 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 4 Exclusion of Table A Articles 5 2 Shares 5 Power to issue Shares a

Specimen Warrant Certificate.**

EX-4.3 4 metalskystarex4-3.htm EXHIBIT 4.3 Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Redeemable Warrants THIS REDEEMABLE WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW METAL SKY STAR ACQUISITION CORPORATION Incorporated Under the Laws of the Cayman Islands CUSIP Warrant Certificate This Warra

As filed with the U.S. Securities and Exchange Commission on March 30, 2022

S-1/A 1 metalskystars1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on March 30, 2022 Registration No. 333-260251 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Metal Sky Star Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands

Private Placement Units Purchase Agreement between the Registrant and M-Star Management Corporation.**

EX-10.6 12 metalskystarex10-6.htm EXHIBIT 10.6 Exhibit 10.6 METAL SKY STAR ACQUISITION CORPORATION FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this day of , 2022, by and between Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 132 West 31st

Form of Letter Agreement among the Registrant, and its officers, directors and M-Star Management Corporation.**

Exhibit 10.2 FORM OF INSIDER?S LETTER , 2022 Metal Sky Star Acquisition Corporation 132 West 31st Street, First Floor New York, New York, 10001 Underwriter Representative Ladenburg Thalmann & Co., Inc. Re: Metal Sky Star Acquisition Corporation Public Offering; Voting, Lock-Up and Waiver Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting

Form of Investment Management Trust Agreement between Wilmington Trust National Association, Vstock Transfer LLC and the Registrant.**

EXHIBIT 10.3 METAL SKY STAR ACQUISITION corporation FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2022, by and between Metal Sky Star Acquisition Corporation, a Cayman Island corporation (the ?Company?), and Wilmington Trust, National Association, a national banking association (the ?Trustee?) and Vstock Transf

Form of Investment Management Trust Agreement between Wilmington Trust National Association, Vstock Transfer LLC and the Registrant.**

EXHIBIT 10.3 METAL SKY STAR ACQUISITION corporation FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2022, by and between Metal Sky Star Acquisition Corporation, a Cayman Island corporation (the ?Company?), and Wilmington Trust, National Association, a national banking association (the ?Trustee?) and Vstock Transf

Form of Letter Agreement among the Registrant, and its officers, directors and M-Star Management Corporation.**

EX-10.2 9 metalskystarex10-2.htm EXHIBIT 10.2 Exhibit 10.2 FORM OF INSIDER’S LETTER , 2022 Metal Sky Star Acquisition Corporation 132 West 31st Street, First Floor New York, New York, 10001 Underwriter Representative Ladenburg Thalmann & Co., Inc. Re: Metal Sky Star Acquisition Corporation Public Offering; Voting, Lock-Up and Waiver Gentlemen: This letter (this “Letter Agreement”) is being deliver

Form of Warrant Agreement between Vstock Transfer LLC and the Registrant.**

Exhibit 4.5 WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?) is made as of [?], 2022 between Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company, with executive offices at 132 West 31st Street, First Floor, New York, NY 10001 (the ?Company?), and Vstock Transfer LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598,

Form of Underwriting Agreement between Registrant and Ladenburg Thalmann Co., Inc.**

Exhibit 1.1 10,000,000 Units Metal Sky Star Acquisition Corporation FORM OF UNDERWRITING AGREEMENT [], 2022 Ladenburg Thalmann & Co. Inc. 640 5th Ave., 4th Floor New York, NY 10019 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Metal Sky Star Acquisition Corporation, a Cayman Islands company (?Company?), hereby confirms its agreement with La

Specimen Warrant Certificate.**

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Redeemable Warrants THIS REDEEMABLE WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW METAL SKY STAR ACQUISITION CORPORATION Incorporated Under the Laws of the Cayman Islands CUSIP Warrant Certificate This Warrant Certificate certifies that , or register

Filing Fee Table**

Exhibit 107 Calculation of Filing Fee Tables Form S1 (Form Type) Metal Sky Star Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees Previously Paid Equity Units, each consisting of one ordinary share, par value $0.

Form of Amended and Restated Article of Association.**

EX-3.4 3 metalskystarex3-4.htm EXHIBIT 3.4 Exhibit 3.4 Companies Act (Revised) Company Limited by Shares Metal Sky Star Acquisition Corporation AMENDED & RESTATED ARTICLES of association Adopted by special resolution passed on [  ] 2022 CONTENTS 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 4 Exclusion of Table A Articles 5 2 Shares 5 Power to issue Shares a

Form of Rights Agreement between Vstock Transfer LLC and the Registrant.**

Exhibit 4.6 METAL SKY STAR ACQUISITION CORPORATION FORM OF RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of , 2022 between Metal Sky Star Acquisition Corporation, a Cayman Islands company with offices at 132 West 31st Street, First Floor, New York, New York 10001 (the ?Company?) and Vstock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Plac

As filed with the U.S. Securities and Exchange Commission on March 25, 2022

As filed with the U.S. Securities and Exchange Commission on March 25, 2022 Registration No. 333-260251 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Metal Sky Star Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdict

Form of Registration Rights Agreement between the Registrant and certain security holders.**

EX-10.4 11 metalskystarex10-4.htm EXHIBIT 10.4 Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2022, by and among Metal Sky Star Acquisition Corporation., a Cayman Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collec

Private Placement Units Purchase Agreement between the Registrant and M-Star Management Corporation.**

Exhibit 10.6 METAL SKY STAR ACQUISITION CORPORATION FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of this day of , 2022, by and between Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), having its principal place of business at 132 West 31st Street, First Floor, New York, New York, 10001

Robert Charles Brighton, Jr.

CORRESP 1 filename1.htm Robert Charles Brighton, Jr. Shareholder Phone: 954.985.4178 Fax: 954.985.4176 [email protected] Becker & Poliakoff 1 East Broward Blvd. Suite 1800 Ft. Lauderdale, FL 33301 March 25, 2022 VIA EDGAR United States Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 450 Fifth Street N.W. Washington, DC 20549 Attention

As filed with the U.S. Securities and Exchange Commission on March 8, 2022

As filed with the U.S. Securities and Exchange Commission on March 8, 2022 Registration No. 333-260251 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Metal Sky Star Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdicti

Form of Letter Agreement among the Registrant, and its officers, directors and M-Star Management Corporation.**

EX-10.2 8 metalskystarex10-2.htm EXHIBIT 10.2 Exhibit 10.2 FORM OF INSIDER’S LETTER , 2022 Metal Sky Star Acquisition Corporation 132 West 31st Street, First Floor New York, New York, 10001 Underwriter Representative Ladenburg Thalmann & Co., Inc. Re: Metal Sky Star Acquisition Corporation Public Offering; Voting, Lock-Up and Waiver Gentlemen: This letter (this “Letter Agreement”) is being deliver

Form of Registration Rights Agreement between the Registrant and certain security holders.**

Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the day of , 2022, by and among Metal Sky Star Acquisition Corporation., a Cayman Islands company (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investor

Amended and Restated Promissory Note, dated as of December 15, issued to M-Star Management Corporation*

Exhibit 10.9 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Form of Underwriting Agreement between Registrant and Ladenburg Thalmann Co., Inc.**

Exhibit 1.1 10,000,000 Units Metal Sky Star Acquisition Corporation FORM OF UNDERWRITING AGREEMENT [], 2022 Ladenburg Thalmann & Co. Inc. 640 5th Ave., 4th Floor New York, NY 10019 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Metal Sky Star Acquisition Corporation, a Cayman Islands company (?Company?), hereby confirms its agreement with La

Michael A. Goldstein

Michael A. Goldstein Becker & Poliakoff, LLP 45 Broadway, 17th Floor New York, New York 10006 Email: [email protected] Phone: (212) 599-3322 Fax: (212) 557-0295 March 8, 2022 VIA EDGAR United States Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 450 Fifth Street N.W. Washington, DC 20549 Attention: Mr. Benjamin Holt, Mr. James Lopez

Form of Investment Management Trust Agreement between Wilmington Trust National Association, VStock Transfer LLC and the Registrant.**

EXHIBIT 10.3 METAL SKY STAR ACQUISITION corporation FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2022, by and between Metal Sky Star Acquisition Corporation, a Cayman Island corporation (the ?Company?), and Wilmington Trust, National Association, a national banking association (the ?Trustee?) and VStock Transf

Form of Rights Agreement between VStock Transfer LLC and the Registrant.**

Exhibit 4.6 METAL SKY STAR ACQUISITION CORPORATION FORM OF RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of , 2022 between Metal Sky Star Acquisition Corporation, a Cayman Islands company with offices at 132 West 31st Street, First Floor, New York, New York 10001 (the ?Company?) and VStock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Plac

Private Placement Units Purchase Agreement between the Registrant and M-Star Management Corporation.**

EX-10.6 11 metalskystarex10-6.htm EXHIBIT 10.6 Exhibit 10.6 METAL SKY STAR ACQUISITION CORPORATION FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this day of , 2022, by and between Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 132 West 31st

Form of Amended and Restated Article of Association.**

EX-3.4 3 metalskystarex3-4.htm EXHIBIT 3.4 Exhibit 3.4 Companies Act (Revised) Company Limited by Shares Metal Sky Star Acquisition Corporation AMENDED & RESTATED ARTICLES of association Adopted by special resolution passed on [  ] 2022 CONTENTS 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 4 Exclusion of Table A Articles 5 2 Shares 5 Power to issue Shares a

Form of Warrant Agreement between VStock Transfer LLC and the Registrant.**

Exhibit 4.5 WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?) is made as of [?], 2022 between Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company, with executive offices at 132 West 31st Street, First Floor, New York, NY 10001 (the ?Company?), and Vstock Transfer LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598,

Filing Fee Table**

EX-FILING FEES 14 metalskystarex107.htm EXHIBIT 107 Exhibit 107 Calculation of Filing Fee Tables Form S1 (Form Type) Metal Sky Star Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Ma

As filed with the U.S. Securities and Exchange Commission on December 20, 2021

As filed with the U.S. Securities and Exchange Commission on December 20, 2021 Registration No. 333-260251 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Metal Sky Star Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisd

Form of Warrant Agreement between VStock Transfer LLC and the Registrant.***

EX-4.5 3 metalskystarex4-5.htm EXHIBIT 4.5 Exhibit 4.5 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company, with executive offices at 132 West 31st Street, First Floor, New York, NY 10001 (the “Company”), and Vstock Transfer LLC, a New York limited liability company, with offices at 18

Form of Amended and Restated Article of Association.***

EX-3.4 2 metalskystarex3-4.htm EXHIBIT 3.4 Exhibit 3.4 Companies Act (Revised) Company Limited by Shares Metal Sky Star Acquisition Corporation AMENDED & RESTATED ARTICLES of association Adopted by special resolution passed on [  ] 2021 CONTENTS 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 4 Exclusion of Table A Articles 5 2 Shares 5 Power to issue Shares a

2

Brian C. Daughney Becker & Poliakoff, LLP 45 Broadway, 17th Floor New York, New York 10006 Email: [email protected] Phone: (212) 599-3322 Fax: (212) 557-0295 December 20, 2021 VIA EDGAR United States Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 450 Fifth Street N.W. Washington, DC 20549 Attention: Mr. William Demarest, Mr. Isaac Es

Form of Amended and Restated Article of Association.*

Exhibit 3.4 Companies Act (Revised) Company Limited by Shares Metal Sky Star Acquisition Corporation AMENDED & RESTATED ARTICLES of association Adopted by special resolution passed on [  ] 2021 CONTENTS 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 4 Exclusion of Table A Articles 5 2 Shares 5 Power to issue Shares and options, with or without special rights

Consent of Xinghua Fan as director nominee.*

EX-99.6 27 metalskystarex99-6.htm EXHIBIT 99.6 Exhibit 99.6 October 14, 2021 Metal Sky Star Acquisition Corporation (the “Company”) Consent to be Named as a Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form S-1 (the “Registration Statement”) of the Company and any amendments thereto, which

Form of Code of Ethics.*

EX-14 20 metalskystarex14.htm EXHIBIT 14 Exhibit 14 METAL SKY STAR ACQUISITION CORPORATION CODE OF ETHICS 1. Introduction The Board of Directors of Metal Sky Star Acquisition Corporation, a Cayman Islands exempt company (the “Company”), has adopted this code of ethics (the “Code”), which is applicable to all directors, officers, and employees of the Company, with the intent to: ● promote honest an

Form of Warrant Agreement between VStock Transfer LLC and the Registrant.*

Exhibit 4.5 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company, with executive offices at 132 West 31st Street, First Floor, New York, NY 10001 (the “Company”), and Vstock Transfer LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598,

Consent of Zhuo Wang as director nominee.*

Exhibit 99.4 October 14, 2021 Metal Sky Star Acquisition Corporation (the ?Company?) Consent to be Named as a Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form S-1 (the ?Registration Statement?) of the Company and any amendments thereto, which indicate that I have accepted the nomination t

Form of Indemnity Agreement.*

Exhibit 10.7 METAL SKY STAR ACQUISITION CORPORATION FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made on [ ], 2021. Between: (1) METAL SKY STAR ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands (the ?Company?); and (2) (?Indemnitee?). Whereas: (A) Highly competent persons have become more reluctant to serve publicly-held co

Private Placement Units Purchase Agreement between the Registrant and M-Star Management Corporation.*

Exhibit 10.6 METAL SKY STAR ACQUISITION CORPORATION FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this day of , 2021, by and between Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 132 West 31st Street, First Floor, New York, New York, 10001

Form of Rights Agreement between VStock Transfer LLC and the Registrant.*

Exhibit 4.6 METAL SKY STAR ACQUISITION CORPORATION FORM OF RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of , 2021 between Metal Sky Star Acquisition Corporation, a Cayman Islands company with offices at 132 West 31st Street, First Floor, New York, New York 10001 (the ?Company?) and VStock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Plac

Form of Nominating Committee Charter.*

EX-99.3 24 metalskystarex99-3.htm EXHIBIT 99.3 Exhibit 99.3 NOMINATING COMMITTEE CHARTER OF METAL SKY STAR ACQUISITION CORPORATION The responsibilities and powers of the Nominating Committee (the “Nominating Committee”) of the Board of Directors (“Board”) of Metal Sky Star Acquisition Corporation, a Cayman Islands exempt company (the “Company”), as delegated by the Board, are set forth in this cha

Amended Securities Subscription Agreement, dated September 22, 2021, between the Registrant and M-Star Management Corporation*

Exhibit 10.5 Metal Sky Star Acquisition Corporation 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002 Cayman Islands September 22, 2021 M-Star Management Corporation Craigmuir Chambers Road Town Tortola, VG 1110 British Virgin Islands RE: Securities Subscription Agreement Ladies and Gentlemen: Metal Sky Star Acquisition Corporation, a Cayman Islands exempted

Form of Investment Management Trust Agreement between Wilmington Trust National Association, VStock Transfer LLC and the Registrant.*

EXHIBIT 10.3 METAL SKY STAR ACQUISITION corporation FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between Metal Sky Star Acquisition Corporation, a Cayman Island corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”) and VStock Transf

Memorandum of Association.*

Exhibit 3.1 THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS METAL SKY STAR ACQUISITION CORPORATION An Exempted Company Limited By Shares MEMORANDUM AND ARTICLES OF ASSOCIATION Auth Code: K25994861878 www.verify.gov.ky THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS MEMORANDUM OF ASSOCIATION OF METAL SKY STAR ACQUISITION CORPORATION An Exempted Company Limited By Shares 1 NAME The name of the C

Specimen Rights Certificate.*

Exhibit 4.4 NUMBER METAL SKY STAR ACQUISITION CORPORATION A CAYMAN ISLANDS COMPANY Form of RIGHTS CERTIFICATE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP This Rights Certificate certifies that , or registered assigns, is the registered holder of a right or rights (the ?Right?) to automatically receive one-tenth of one ordinary share, par value $0.001 per share (?Ordinary Share?), of Metal sky star A

Form of Registration Rights Agreement between the Registrant and certain security holders.*

Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2021, by and among Metal Sky Star Acquisition Corporation., a Cayman Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investor

Form of Letter Agreement among the Registrant, and its officers, directors and M-Star Management Corporation.*

EX-10.2 13 metalskystarex10-2.htm EXHIBIT 10.2 Exhibit 10.2 FORM OF INSIDER’S LETTER , 2021 Metal Sky Star Acquisition Corporation 132 West 31st Street, First Floor New York, New York, 10001 Underwriter Representative Ladenburg Thalmann & Co., Inc. Re: Metal Sky Star Acquisition Corporation Public Offering; Voting, Lock-Up and Waiver Gentlemen: This letter (this “Letter Agreement”) is being delive

Form of Administrative Services Agreement, by and between the Registrant and M-Star Management Corporation.*

Exhibit 10.8 ADMINISTRATIVE SERVICES AGREEMENT Metal Sky Star Acquisition Corporation 132 West 31st Street, First Floor New York, NY 10001 Dated?as of , 2021 M-Star Management Coporation Ladies and Gentlemen: This letter agreement will confirm our mutual agreement that, commencing on the first date (the ?Effective Date?) that any securities of Metal Sky Star Acquisition Corporation (the ?Company?)

Articles of Association.*

EX-3.2 3 metalskystarex3-2.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS ARTICLES OF ASSOCIATION OF METAL SKY STAR ACQUISITION CORPORATION An Exempted Company Limited By Shares 1 DEFINITIONS AND INTERPRETATION 1.1 The Regulations contained in Table A in the First Schedule to the Companies Act do not apply to the Company. In these Articles of Association, if not inco

Specimen Unit Certificate.*

EX-4.1 6 metalskystarex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP METAL SKY STAR ACQUISITION CORPORATION UNITS CONSISTING OF ONE SHARE OF ORDINARY SHARE, ONE-HALF OF ONE REDEEMABLE WARRANT AND ONE RIGHT THIS CERTIFIES THAT is the owner of Units. Each Unit of Metal Sky Star Acquisition Corporation, Cayman Islands exempt company (the “Company”) (“Unit”)

As filed with the U.S. Securities and Exchange Commission on October [ ], 2021

S-1 1 metalskystars1.htm S-1 As filed with the U.S. Securities and Exchange Commission on October [ ], 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Metal Sky Star Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other

Specimen Ordinary Share Certificate.*

EX-4.2 7 metalskystarex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER OF SHARES NUMBER CUSIP SEE REVERSE FOR CERTAIN DEFINITIONS METAL SKY STAR ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS ORDINARY SHARES This Certifies that , is the owner of FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF $0.001 EACH OF METAL SKY STAR ACQUISITION CORPORATION (THE “COMPANY”)

Promissory Note, dated as of June 15, 2021, issued to M-Star Management Corporation.*

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Consent of Zining Jiang as director nominee.*

EX-99.5 26 metalskystarex99-5.htm EXHIBIT 99.5 Exhibit 99.5 October 14, 2021 Metal Sky Star Acquisition Corporation (the “Company”) Consent to be Named as a Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form S-1 (the “Registration Statement”) of the Company and any amendments thereto, which

Form of Audit Committee Charter.*

Exhibit 99.1 AUDIT COMMITTEE CHARTER OF METAL SKY STAR ACQUISITION CORPORATION Purpose The purposes of the Audit Committee (the ?Audit Committee?) of the Board of Directors (?Board?) of Metal Sky Star Acquisition Corporation, a Cayman Islands exempt company (?Company?) are to assist the Board in monitoring and overseeing: (1) the integrity of the annual, quarterly, and other financial statements o

Form of Compensation Committee Charter.*

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF METAL SKY STAR ACQUISITION CORPORATION I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Metal Sky Star Acquisition Corporation, a Cayman Islands exempt company (the “Company”) for the purposes of, among other things, (a) discharging the Board’s responsibil

Form of Amended and Restated Memorandum of Association*

Exhibit 3.3 Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Metal Sky Star Acquisition Corporation (As adopted by special resolution dated [ ] 2021) Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Metal Sky Star Acquisition Corporation (As adopted by special resolution dated [ ] 2021) 1 The name

Specimen Warrant Certificate.*

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Redeemable Warrants THIS REDEEMABLE WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW METAL SKY STAR ACQUISITION CORPORATION Incorporated Under the Laws of the Cayman Islands CUSIP Warrant Certificate This Warrant Certificate certifies that , or register