UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~report~~Section 13 OR Section 15(~~Date~~d) of ~~earliest~~The ~~event~~Securities ~~reported):~~Exchange ~~March~~Act ~~13,~~of ~~2024~~1934

Date of Report (Date of earliest event reported): October 31, 2024

JAWS MUSTANG ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39975		98-1564586
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(~~I.R.S.~~IRS Employer Identification ~~Number~~No.)

2340 Collins Avenue Miami Beach, FL 33139 (Address of principal executive offices, including zip code)

2340 Collins Avenue Miami Beach, FL		33139
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (305) 695-5500

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant	JWSM.U	The New York Stock Exchange American
Class A ordinary shares included as part of the units	JWSM	The New York Stock Exchange American
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	JWSM WS	The New York Stock Exchange American

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

Emerging growth company ¨

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

Item 1.01.

Entry into a Material Definitive Agreement.

On ~~March 13~~ October 31, 2024, ~~JAWS~~ ~~Mustang~~Jaws Mustang Acquisition Corporation, a Cayman Islands exempted company (the “Company” ~~or “Jaws”~~), issued a promissory note (the “Note”) in the principal amount of up to $~~500~~400,000 to ~~Mustang~~Starwood ~~Sponsor~~Capital ~~LLC~~Group ~~(the~~Management, ~~“Payee”)~~L.L.C., a Connecticut limited liability company. The Note does not bear interest and matures upon consummation of the Company’s initial business combination. In the event that the Company does not consummate an initial business combination, the Note will be repaid only from funds remaining outside of the Company’s trust account established in connection with the initial public offering of the Company’s securities, if any, or will be contributed to capital, forfeited, eliminated, or otherwise forgiven.

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

~~Additional~~Item ~~Information~~3.01. ~~about~~Notice ~~the~~of ~~Transaction and~~Delisting ~~Where~~or Failure to ~~Find~~Satisfy Ita Continued Listing Rule or Standard; Transfer of Listing.

~~This~~As ~~report~~previously ~~relates~~disclosed, toon February 5, 2024, the ~~potential~~Company ~~business~~received ~~combination involving~~a ~~investment~~written ~~entities~~notice ~~affiliated~~from ~~with~~New ~~Starwood~~York ~~Capital~~Stock ~~Group,~~Exchange aAmerican ~~privately-held~~LLC ~~private~~(“NYSE ~~equity~~American”) ~~firm~~indicating ~~founded~~that the ~~and~~staff ~~controlled~~of byNYSE ~~Barry Sternlicht~~American (~~collectively,~~ the “~~Starwood Capital Entities~~Staff”) ~~that~~has ~~own~~determined ~~interests~~to incommence aproceedings ~~portfolio~~to ofdelist ~~hotels (~~the ~~“Initial Portfolio”~~Company’s (i) units, ~~comprised~~each consisting of ~~the~~one 1Class ~~Hotels~~A ~~properties~~ordinary ~~in Manhattan and Brooklyn~~share, ~~and~~$0.0001 ~~the~~par Devalue ~~Vere~~(“Class ~~Portfolio~~A inOrdinary ~~the~~Shares”), ~~United~~and ~~Kingdom~~one-fourth ~~and~~of ~~Jaws~~one ~~(the~~redeemable ~~“Business~~warrant ~~Combination~~(“Units”)., If(ii) aClass ~~legally~~A ~~binding~~Ordinary ~~definitive~~Shares ~~agreement~~included ~~with~~as ~~respect~~part toof the ~~potential~~Units ~~Business Combination~~and is(iii) ~~executed,~~redeemable warrants ~~Jaws,~~included oras ~~another~~part ~~party~~of to the ~~potential~~Units ~~Business~~(each, ~~Combination~~a “Warrant”), ~~intends~~each towhole ~~file~~Warrant ~~with~~exercisable ~~the~~for ~~SEC~~one aClass ~~registration~~A ~~statement~~Ordinary onShare ~~Form S-4~~at an exercise price of $11.50 (collectively, the “~~Registration Statement~~Securities”), ~~which~~of ~~will~~the ~~include~~Company. aNYSE ~~preliminary~~American ~~proxy~~reached ~~statement/prospectus.~~its ~~This~~decision ~~report~~to isdelist ~~not~~the aCompany’s ~~substitute~~Securities ~~for~~pursuant ~~the~~to ~~Registration~~Sections ~~Statement,~~119(b) ~~the~~and ~~definitive~~119(f) ~~proxy~~of ~~statement/final~~the ~~prospectus~~NYSE orAmerican ~~any~~Company ~~other~~Guide ~~document~~because ~~that~~the Company ~~Jaws~~failed orto ~~the~~consummate ~~Starwood~~a ~~Capital~~business ~~Entities~~combination ~~has~~(i) ~~filed~~within or36 ~~will~~months ~~file~~of ~~with~~ the ~~SEC~~effectiveness orof ~~send~~its toinitial ~~its~~public ~~shareholders~~offering registration statement or ~~investors~~(ii) insuch ~~connection~~shorter ~~with~~ period that the ~~potential~~Company ~~Business~~specified ~~Combination~~in its registration statement. ~~This~~The ~~document~~Company ~~does~~has ~~not~~a ~~contain~~right ~~all~~to a review of the ~~information~~Staff determination ~~that~~to ~~should~~delist bethe ~~considered~~Securities ~~concerning~~by the ~~potential Business~~Listings ~~Combination~~Qualifications ~~and~~Panel ~~other~~of ~~matters~~the ~~and~~Committee isfor ~~not~~Review ~~intended~~of tothe ~~form~~Board of Directors of NYSE American (the ~~basis~~“Panel”). ~~for~~The ~~any~~Company ~~investment~~timely ~~decision~~requested orthe ~~any~~hearing ~~other~~before ~~decision~~the inPanel ~~respect~~to request sufficient time ofto ~~such~~complete ~~matters~~a business combination.

~~BEFORE~~On ~~MAKING~~October ~~ANY~~23, ~~VOTING~~2024, ORthe ~~INVESTMENT~~Panel ~~DECISION~~convened to consider written submissions made by the Company and the Staff. On November 1, 2024, the Panel issued written notice of its decision ~~JAWS’~~stating ~~SHAREHOLDERS~~that ~~AND~~the ~~OTHER~~Panel ~~INTERESTED~~upholds ~~PARTIES~~the ~~ARE~~Staff's ~~URGED~~determination TOto ~~READ~~initiate ~~THE~~delisting ~~PROXY~~proceedings. ~~STATEMENT/PROSPECTUS~~The ~~WHEN~~Company ITmay ~~BECOMES~~request ~~AVAILABLE~~that ~~AND~~the ~~ANY~~full Committee ~~AMENDMENTS~~for ~~THERETO~~Review ~~AND~~of ~~ANY~~NYSE ~~OTHER~~American ~~DOCUMENTS~~(the ~~FILED~~“Committee BYfor ~~JAWS~~Review”) ~~WITH~~reconsider ~~THE~~the ~~SEC~~decision INof ~~CONNECTION~~the ~~WITH~~Panel. ~~THE~~The ~~POTENTIAL~~Company ~~BUSINESS~~does ~~COMBINATION~~not intend ORto ~~INCORPORATED~~have the full Committee for Review reconsider the decision of the Panel. NYSE American announced on November 1, 2024 that the BYStaff ~~REFERENCE~~has ~~THEREIN~~determined INto ~~THEIR~~suspend ~~ENTIRETY~~trading ~~BEFORE~~of ~~MAKING~~the ~~ANY~~Company's ~~VOTING~~Securities. ORNYSE ~~INVESTMENT~~American ~~DECISION~~will ~~WITH~~complete ~~RESPECT~~the TOdelisting ~~THE~~by ~~POTENTIAL~~filing ~~BUSINESS~~a ~~COMBINATION~~Notification ~~BECAUSE~~of ~~THEY~~Removal ~~WILL~~from ~~CONTAIN~~Listing ~~IMPORTANT~~and/or ~~INFORMATION~~Registration ~~ABOUT~~under ~~THE~~Section ~~POTENTIAL~~12(b) ~~BUSINESS~~of ~~COMBINATION~~the ~~AND~~Securities ~~THE~~and ~~PARTIES~~Exchange TOAct ~~THE~~of ~~POTENTIAL~~1934, ~~BUSINESS~~as ~~COMBINATION~~amended (the “Exchange Act”), on Form 25 with the U.S. Securities and Exchange Commission (the “SEC”).

~~After~~Following the ~~Registration~~suspension ~~Statement is declared effective, the definitive proxy statement will be mailed to shareholders~~ of ~~Jaws~~trading ~~as of a record date to be established for voting~~ on ~~the potential~~ ~~Business~~NYSE ~~Combination. Additionally~~American, ~~Jaws will file other relevant materials with~~ the ~~SEC~~Company inintends ~~connection~~to ~~with~~have ~~the~~its ~~potential~~Securities ~~Business~~quoted ~~Combination. Copies~~on of the ~~Registration~~OTC ~~Statement,~~Markets ~~the~~Group ~~definitive~~Inc. ~~proxy statement/final prospectus and all other relevant materials for~~ (the ~~potential~~“OTC”). The ~~Business~~Company ~~Combination filed or that~~ will beremain ~~filed~~subject ~~with~~to the ~~SEC~~periodic ~~may~~reporting berequirements ~~obtained, when available, free~~ of ~~charge at~~ the ~~SEC’s~~Exchange ~~website at~~Act ~~www.sec.gov.~~and ~~Jaws’~~the shareholders ~~may also obtain copies~~ of the ~~definitive~~Company ~~proxy~~will ~~statement/prospectus, when available, without~~not ~~charge,~~be byrequired ~~directing a request~~ to ~~Jaws,~~exchange ~~2340~~any ~~Collins Avenue, Miami Beach, FL 33139~~Securities.

~~Participants~~Item in8.01. ~~the~~Other ~~Solicitation of Proxies~~Events.

~~This~~As ~~report~~previously ~~may~~disclosed, ~~be deemed solicitation material~~on inMarch ~~respect~~8, of2024, the ~~proposed~~Company ~~Business~~entered ~~Combination.~~into ~~Jaws~~a ~~and~~non-binding ~~Starwood~~letter ~~Capital Entities and certain~~ of ~~their~~intent ~~respective~~with ~~directors~~investment ~~and~~entities ~~officers may~~affiliated ~~be deemed participants in the solicitation of proxies from Jaws’ shareholders in connection~~ with ~~the~~Starwood ~~proposed Business Combination.~~Capital ~~Jaws’ shareholders and other interested persons may obtain~~Group, ~~without~~a ~~charge,~~privately-held ~~more~~private ~~detailed~~equity ~~information~~firm ~~regarding~~founded ~~the names~~ and ~~interests in~~controlled ~~the~~by ~~proposed~~Barry ~~Business~~Sternlicht ~~Combination~~that ofowned ~~Jaws’~~interests ~~directors and officers~~ in ~~Jaws’~~a ~~filings~~portfolio ~~with the SEC~~of hotels, including ~~Jaws’ initial~~the ~~public~~1 ~~offering~~Hotel ~~prospectus,~~Central ~~which~~Park ~~was~~in ~~filed~~Manhattan, with ~~the~~respect ~~SEC~~to ona ~~February 3,~~proposed ~~2021,~~business ~~Jaws’~~combination ~~subsequent annual reports on Form 10-K and quarterly reports on Form 10-Q~~transaction. ~~Information~~On ~~regarding~~November ~~the persons who may~~1, ~~under SEC rules~~ 2024, ~~be deemed participants in~~ the ~~solicitation of~~Company ~~proxies~~issued toa ~~Jaws’~~press ~~shareholders~~release inannouncing ~~connection~~that ~~with~~ the ~~Business~~Company ~~Combination~~has ~~will~~suspended bepursuit ~~included~~of insuch ~~the~~previously ~~definitive~~announced ~~proxy statement/prospectus~~business ~~relating~~combination totransaction. ~~the~~A ~~proposed~~copy ~~Business~~of ~~Combination~~the ~~when~~press itrelease ~~becomes~~is ~~available.~~attached ~~You~~hereto ~~may~~as ~~obtain~~Exhibit ~~free~~99.1 ~~copies~~and ofis ~~these~~incorporated ~~documents,~~herein ~~when~~by ~~available, as described in the preceding paragraphs~~reference.

NoForward-Looking ~~Offer or Solicitation~~Statements.

~~This~~Certain ~~report~~statements ismade ~~for~~in ~~information~~this ~~purposes~~report ~~only~~are ~~and~~“forward-looking statements” iswithin ~~not~~the ~~intended~~meaning toof ~~and~~the ~~does~~safe ~~not~~harbor ~~constitute,~~provisions orof ~~form~~the ~~part~~United States Private Securities Litigation Reform Act of, an1995. ~~offer,~~Forward-looking statements ~~invitation~~may orgenerally be identified by the ~~solicitation~~use of anwords ~~offer~~such oras ~~invitation~~“estimate,” to“projects,” ~~purchase~~“expects,” ~~otherwise~~“anticipates,” ~~acquire~~“forecasts,” ~~subscribe~~“plans,” ~~for~~“intends,” ~~sell~~“believes,” or“seeks,” “may,” ~~otherwise~~“will,” ~~dispose~~“would,” of“should,” ~~any~~“future,” ~~securities~~“propose,” “potential,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the ~~solicitation~~negative versions of ~~any~~such ~~vote~~words or ~~approval~~expressions) inare ~~any~~intended ~~jurisdiction,~~to identify forward-looking statements. These forward-looking statements ~~pursuant~~include, but are not limited to, statements regarding the ~~potential~~timing ~~Business~~and ~~Combination~~effect orof ~~otherwise,~~the ~~nor~~Company’s ~~shall~~delisting ~~there~~from beNYSE ~~any~~American ~~sale~~and transfer to the OTC. These statements are based on various assumptions, ~~issuance~~whether or ~~transfer~~not ofidentified ~~securities~~ in ~~any~~this ~~jurisdiction~~communication, and on the current expectations inof ~~contravention~~the Company’s management and are not predictions of ~~applicable~~actual ~~law~~performance. ~~The~~These ~~potential~~forward-looking ~~Business~~statements ~~Combination~~speak isonly ~~expected~~as toof bethe date ~~implemented~~of ~~solely~~this ~~pursuant~~report and are subject to a ~~legally~~number ~~binding~~of known and unknown risks, uncertainties and assumptions, including without limitation, ~~definitive~~risks ~~agreement~~associated ~~which~~with isthe ~~expected~~delisting tofrom beNYSE ~~filed~~American, asthe anCompany’s ~~exhibit~~ability to asuccessfully ~~Current~~transfer to the OTC, market conditions and the impact of these changes on the trading and price of the Company’s Securities and other risks described in the “Risk Factors” section of the Company’s Annual Report on Form 8 10-K byfor ~~Jaws,~~the ~~and~~year ~~which~~ended isDecember ~~expected~~31, ~~to contain~~2023 as filed with the ~~full~~SEC ~~terms~~on April 16, 2024 and ~~conditions~~in ofits other subsequent filings with the ~~potential~~SEC, ~~Business~~including ~~Combination~~its subsequent Quarterly Reports on Form 10-Q. NoThese ~~offer~~forward-looking statements ofare ~~securities~~provided ~~shall~~for illustrative purposes only and are not intended to serve as and must not be ~~made~~relied ~~except~~on by ~~means~~any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important ~~prospectus~~factors, ~~meeting~~many of which are outside the ~~requirements~~control of the ~~Securities~~parties, ~~Act~~that ofcould ~~1933~~cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as ~~amended~~a result of any new information, future events, changed circumstances or otherwise.

Forward Looking Statements

Certain statements made in this report are “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may generally be identified by the use of words such as “estimate,” “projects,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “should,” “future,” “propose,” “potential,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the financial position, business strategy and the plans and objectives of management for future operations of the combined public company and the Initial Portfolio, including as they relate to the potential Business Combination and related transactions, pricing and market opportunity, the completion of the potential Business Combination and related transactions, the level of redemptions by Jaws’ public shareholders and the timing of the completion of the proposed Business Combination, including the anticipated closing date of the proposed Business Combination and the use of the cash proceeds therefrom. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of Jaws’ and the Starwood Capital Entities’ management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Promissory ~~Note~~note, dated ~~March~~as 13of October 31, 2024, by and between Jaws Mustang Acquisition Corporation and Starwood Capital Group Management, L.L.C.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
99.1		Press release, dated November 1, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURES~~SIGNATURE

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

	JAWS Mustang Acquisition Corporation
	JAWS MUSTANG ACQUISITION CORPORATION
Dated: March 14, 2024	By:	/s/ Andrew Klaber
Dated: November 1, 2024	By:	/s/ Andrew Klaber
	Name:	Andrew Klaber
	Title:	Chief Executive Officer

~~[Signature Page to 8-K]~~4

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