SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 12, 2025

Wenxi He
Chief Executive Officer and Chairwoman
Metal Sky Star Acquisition Corporation
221 River Street, 9th Floor
Hoboken, NJ 07030

 Re: Metal Sky Star Acquisition Corporation
 Preliminary Proxy Statement on Schedule 14A
 Filed March 6, 2025
 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.

Preliminary Proxy Statement on Schedule 14A filed March 6, 2025
Risk Factors, page 12

1. Please reinstate the risk factor disclosure in your definitive proxy
statement on
 Schedule 14A filed October 22, 2024 regarding the risks arising from the
 contravention of your extension proposal with your initial public
offering prospectus
 disclosures and your amended and restated memorandum and articles of
association,
 or advise us why the risks created by the company s failure to
complete the business
 combination by August 5, 2024 and the automatic redemption by August 19,
2024 are
 no longer applicable.
Nasdaq may delist our securities from trading on its exchange, which could
limit investors'
ability to make . . ., page 12

2. We note that you are seeking to extend your termination date to January
5, 2026, a
 date which is 45 months from your initial public offering. We also note
that you are
 currently listed on Nasdaq and that Nasdaq Rule 5815 was amended
effective October
 7, 2024 to provide for the immediate suspension and delisting upon
issuance of a
 March 12, 2025
Page 2

 delisting determination letter for failure to meet the requirement in
Nasdaq Rule IM
 5101-2(b) to complete one or more business combinations within 36 months
of the
 date of effectiveness of its IPO registration statement. Please revise
to state that your
 securities will face immediate suspension and delisting action once you
receive a
 delisting determination letter from Nasdaq after the 36-month window
ends on April
 5, 2025. Please disclose any risks of non-compliance with this rule,
including that
 under the new framework, Nasdaq may only reverse the determination if it
finds it
 made a factual error applying the applicable rule. In addition, please
also disclose any
 additional consequences of such suspension or delisting, including that
you may no
 longer be attractive as a merger partner if you are no longer listed on
an exchange, any
 potential impact on your ability to complete an initial business
combination, and any
 impact on the market for your securities including demand for your
securities.
 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 Ronald (Ron) E. Alper at 202-551-3329 or Isabel Rivera at
202-551-
3518 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Xinyue Yang
</TEXT>
</DOCUMENT>