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December 18, 2023
Wenxi He
Chief Financial Officer
Metal Sky Star Acquisition Corporation
132 West 31st Street, 9th Floor
New York, NY 10001
Re:Metal Sky Star Acquisition Corporation
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 30, 2023
File No. 001-41344
Dear Wenxi He:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K filed March 30, 2023
Item 1. Business
Summary, page 1
1.We note in your Proxy Statement filed on December 1, 2023, you are proposing to
amend the Amended and Restated Memorandum and Articles of Association of the
Company to allow the Company to undertake an initial business combination with an
entity or business, with a physical presence, operation, or other significant ties to China or
which may subject the post-business combination business or entity to the laws,
regulations and policies of China (including Hong Kong and Macao), or an entity or
business that conducts operations in China through variable interest entities, or VIEs.
Please ensure that future filings disclose this change to your acquisition strategy. For
example, we note on page 2 you state that “we shall not consider or undertake a business
combination with an entity or business with its principal or a majority of its business
operations (either directly or through any subsidiaries) in the People’s Republic of China
(including Hong Kong and Macau).”

 FirstName LastNameWenxi  He
 Comapany NameMetal Sky Star Acquisition Corporation
 December 18, 2023 Page 2
 FirstName LastNameWenxi  He
Metal Sky Star Acquisition Corporation
December 18, 2023
Page 2
2.Please disclose that the location of the sponsor and that a majority of your executive
officers and/or directors have significant ties to China may make you a less attractive
partner to a non China-based target company, which may therefore limit the pool of
acquisition candidates.
3.Please provide prominent disclosure about the legal and operational risks associated with
a majority of your directors and officers based in or having significant ties to China. Your
disclosure should make clear whether these risks could result in a material change in your
search for a target company and/or the value of your securities. Your disclosure should
address how recent statements and regulatory actions by China’s government, such as
those related to the use of variable interest entities and data security or antimonopoly
concerns, have or may impact the company’s ability to conduct its business, accept
foreign investments, or list on a U.S. or other foreign exchange. Please disclose the
location of your auditor’s headquarters and whether and how the Holding Foreign
Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023,
and related regulations will affect your company.
4.Please provide disclosure highlighting the risks that the majority of your directors and
officers being based in or having significant ties to China poses to investors. In particular,
describe the significant regulatory, liquidity, and enforcement risks with cross-references
to the more detailed discussion of these risks in the Risk Factors. For example,
specifically discuss risks arising from the legal system in China, including risks and
uncertainties regarding the enforcement of laws and that rules and regulations in China
can change quickly with little advance notice; and the risk that the Chinese government
may intervene or influence your search for a target company or completion of your initial
business combination at any time, which could result in a material change in your
operations and/or the value of your securities.
5.Disclose each permission or approval that you or your officers and directors are required
to obtain from Chinese authorities to search for a target company. State whether your
directors and officers are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or
approvals have been denied. Please also describe the consequences to you and your
investors if your officers and directors (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
6.Please address specifically any PRC regulations concerning mergers and acquisitions by
foreign investors that your initial business combination transaction may be subject to,
including PRC regulatory reviews, which may impact your ability to complete a business
combination in the prescribed time period. Also address any impact PRC law or regulation
may have on the cash flows associated with the business combination, including

 FirstName LastNameWenxi  He
 Comapany NameMetal Sky Star Acquisition Corporation
 December 18, 2023 Page 3
 FirstName LastName
Wenxi  He
Metal Sky Star Acquisition Corporation
December 18, 2023
Page 3
shareholder redemption rights.
7.Please include a separate section on enforcement of liabilities addressing the enforcement
risks related to civil liabilities due to your sponsor and some of your officers and directors
being located in China or Hong Kong. For example, revise to discuss more specifically the
limitations on investors being able to effect service of process and enforce civil liabilities
in China, lack of reciprocity and treaties, and cost and time constraints. Also, please
disclose these risks in the business section, which should contain disclosures consistent
with the separate section. Additionally, please identify each officer and director located in
China or Hong Kong and disclose that it will be more difficult to enforce liabilities and
enforce judgments on those individuals.
Item 1A. Risk Factors, page 9
8.Given the Chinese government’s significant oversight and discretion over the conduct of
your directors’ and officers’ search for a target company, please revise to describe any
material impact that intervention, influence, or control by the Chinese government has or
may have on your business, on your search for a target, or on the value of your securities.
Highlight separately the risk that the Chinese government may intervene or influence your
operations at any time, which could result in a material change in your search and/or the
value of your securities. We remind you that, pursuant to federal securities rules, the term
“control” (including the terms “controlling,” “controlled by,” and “under common control
with”) means “the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the ownership of
voting securities, by contract, or otherwise.”
9.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, please revise your disclosure to explain how this
oversight impacts your officers and directors and to what extent you believe that you are
compliant with the regulations or policies that have been issued by the CAC to date.

 FirstName LastNameWenxi  He
 Comapany NameMetal Sky Star Acquisition Corporation
 December 18, 2023 Page 4
 FirstName LastName
Wenxi  He
Metal Sky Star Acquisition Corporation
December 18, 2023
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction