SEC Comment Letter 0000000000-24-011198 to Metal Sky Star Acquisition Corp (MSSAF)
Metal Sky Star Acquisition Corp
Date: Oct. 3, 2024 · CIK: 0001882464 · Accession: 0000000000-24-011198
AI Filing Summary & Sentiment
File numbers found in text: 001-41344
Letter
October 3, 2024 Wenxi He Chief Executive Officer Metal Sky Star Acquisition Corp 221 River Street, 9th Floor Hoboken, NJ 07030 Re:Metal Sky Star Acquisition Corp Revised Preliminary Proxy Statement on Schedule 14A Filed September 20, 2024 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. Unless we note otherwise, any references to prior comments are to comments in our September 18, 2024 letter. Revised Preliminary Proxy Statement on Schedule 14A Cover Page 1.We note your disclosure that you are negotiating the terms of a letter of intent with this potential target. Please revise your disclosure to clarify the non-binding nature of any letter of intent, or advise. Risk Factors Extending the deadline for completing our business combination . . ., page 14 2.We acknowledge your revised disclosures in response to prior comment 2, including your reference to a hearing scheduled for September 19, 2024 to appeal Nasdaq's decision to delist your securities. Please revise to update all your disclosures regarding the various Nasdaq delisting notices you have received and the results of this hearing.
October 3, 2024 Page 2 General 3.We note your revised disclosures that “[t]he proposed extension could create uncertainty for shareholders regarding the timing of their redemption payments” and that your “Board has not taken steps towards the Automatic Redemption.” Please revise to clearly disclose whether you plan to complete the Automatic Redemption. 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 Benjamin Holt at 202-551-6614 or Dorrie Yale at 202-551-8776 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Lawrence Venick
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October 3, 2024
Wenxi He
Chief Executive Officer
Metal Sky Star Acquisition Corp
221 River Street, 9th Floor
Hoboken, NJ 07030
Re:Metal Sky Star Acquisition Corp
Revised Preliminary Proxy Statement on Schedule 14A
Filed September 20, 2024
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. Unless we
note otherwise, any references to prior comments are to comments in our September 18, 2024
letter.
Revised Preliminary Proxy Statement on Schedule 14A
Cover Page
1.We note your disclosure that you are negotiating the terms of a letter of intent with this
potential target. Please revise your disclosure to clarify the non-binding nature of any
letter of intent, or advise.
Risk Factors
Extending the deadline for completing our business combination . . ., page 14
2.We acknowledge your revised disclosures in response to prior comment 2, including your
reference to a hearing scheduled for September 19, 2024 to appeal Nasdaq's decision to
delist your securities. Please revise to update all your disclosures regarding the various
Nasdaq delisting notices you have received and the results of this hearing.
October 3, 2024
Page 2
General
3.We note your revised disclosures that “[t]he proposed extension could create uncertainty
for shareholders regarding the timing of their redemption payments” and that your “Board
has not taken steps towards the Automatic Redemption.” Please revise to clearly disclose
whether you plan to complete the Automatic Redemption.
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 Benjamin Holt at 202-551-6614 or Dorrie Yale at 202-551-8776 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Lawrence Venick