SecProbe.io

CORRESP
1
filename1.htm

    LAWRENCE
    VENICK

    Partner

    2206-19
    Jardine House

    1
    Connaught Place Central

    Hong
    Kong, SAR

    Direct
    +852.3923.1188

    Main
    +852.3923.1111

    Fax
    +852.3923.1100

    lvenick@loeb.com

Via
EDGAR

September
20, 2024

Mr.
Benjamin Holt and Ms. Dorrie Yale

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

Washington,
D.C. 20549

    Re:
    Metal
    Sky Star Acquisition Corp

    Revised
    Preliminary Proxy Statement on Schedule 14A

    Filed
    September 3, 2024

    File
    No. 001-41344

Dear
Mr. Benjamin Holt and Ms. Dorrie Yale:

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated September 18, 2024 from the
Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”)
commented on the above-referenced Preliminary Proxy Statement on Schedule 14A filed September 3, 2024 (the “Preliminary Proxy
Statement”).

The
Company has filed via EDGAR Amendment No. 2 (the “Amendment”) to the Preliminary Proxy Statement, which reflects the
Company’s responses to the comments received by the Staff and certain updated information. For the Staff’s convenience, the
Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment.

Preliminary
Proxy Statement on Schedule 14A

Questions
and Answers About the Meeting

Q.
Why is the Company proposing the Extension Proposal and the Trust Amendment Proposal?,

page
2

    1.
    We
    note your revised disclosure in response to prior comment 1. As previously stated, please revise this Q&A and in Proposal 1:

    ●
    To clearly state the automatic redemption date as calculated using the method described in your Amended and Restated Articles of
    Association; and

    ●
    To disclose any steps the board has taken towards the Automatic Redemption, or clarify if the board has taken no steps.

    Please
    also revise or advise, here, and elsewhere as appropriate, to disclose whether there have been any material developments in your
    business combination search and/or negotiation process. In this regard, we note your revised disclosures on page 2 and elsewhere
    that you “are in the process of searching for an alternative target and negotiating a business combination with various targets,”
    and that your board “has determined that it is in the best interests” of your shareholders to proceed with the extension
    “because [you] are in the process of searching for an alternative target and negotiating a business combination with various
    targets.”

Response:
The Company has amended the notice, pages 2, 14, 18, and 21 of the Amendment in response to the Staff’s comments.

Risk
Factors, page 14

Extending
the deadline for completing our initial business combination . . ., page 14

    2.
    We
    acknowledge your revised disclosures in response to prior comment 2. Please expand your risk factor disclosure to more specifically
    address the risks to you of not complying with the automatic redemption requirement under Article 36.2 of the Amended and Restated
    M&AA, and the inconsistency with your IPO prospectus disclosure that is noted in this risk factor. Please also remove all mitigating
    language from your risk factor disclosure. By way of example only, we note the following disclosures:

    ●
    “[S]ome shareholders may view the proposed Extension as inconsistent with our initial commitment set forth in the prospectus
    of our IPO filed on April 4, 2022, and Article 36.2 of the Amended and Restated M&AA”; and

    ●
    “In order to minimize any potential loss to the shareholders, the Sponsor and/or its affiliates deposited $50,000 to the Trust
    Account on August 8, 2024, and September 3, 2024, respectively.”

Response:
The Company has amended page 14 of the Amendment in response to the Staff’s comments.

We
may be in technical breach of our Investment Management Trust Agreement . . ., page 14

    3.
    We
    note your revised disclosure in response to prior comment 4, including your addition of this risk factor. As previously stated, please
    revise to disclose any discussions you have had with the trustee regarding its obligations under the Investment Management Trust
    Agreement, including to commence liquidation of the trust account within two business days following the “date which is the
    later of (1) August 5, 2024 and (2) such later date as may be approved by the Company’s shareholders in accordance with the
    Company’s amended and restated memorandum and articles of association, if a Termination Letter has not been received by the
    Trustee prior to such date.” To the extent no discussions have occurred, please revise your disclosure to so state.

Response:
The Company has amended page 14 of the Amendment in response to the Staff’s comments.

    4.
    We
    note your risk factor disclosure that you “may be in technical breach of [y]our Investment Management Trust Agreement”
    and that “[t]he Board understands that the failure to complete a business combination by August 5, 2024, would trigger the
    liquidation of the Trust Account” under this agreement. Please revise or advise as to the apparent inconsistency of these disclosures.
    Please also remove all mitigating language from your risk factor disclosure. By way of example only, we note the following disclosures:

    ●
    “We may be in technical breach of our Investment Management Trust Agreement”;

    ●
    “the IMTA may be technically breached”; and

    ●
    “Furthermore, the Board reasonably believes that the shareholders are not disadvantaged because the Sponsor and/or its affiliate
    has deposited $50,000 to the Trust Account on August 8, 2024, and September 3, 2024, respectively, to minimize potential loss and
    cover the short gap between the Automatic Redemption and the redemption option available to shareholders at the Extraordinary General
    Meeting.”

Response:
The Company has amended page 14 of the Amendment in response to the Staff’s comments.

Nasdaq
may delist our securities from trading on its exchange . . ., page 15

    5.
    We
    note your revised disclosure in response to prior comment 5. Please expand your risk factor disclosure to also address the notice
    received from Nasdaq on September 5, 2024. We note that one of the three notices you have received from Nasdaq relates to your noncompliance
    with the requirement to have at least 400 public holders for continued listing on the Nasdaq Global Market. Please revise your disclosures
    to explain how you intend to address this noncompliance, and specifically address the issue that some of your shareholders may seek
    to redeem their shares in connection with your proposal to extend your termination date.

Response:
The Company has amended page 15 of the Amendment in response to the Staff’s comments.

General

    6.
    We
    note your revised disclosure in response to prior comment 3, including that “the failure to complete a business combination
    by August 5, 2024, would trigger an automatic redemption.” Please revise the disclosure throughout your proxy statement to
    clarify that (1) your failure to complete a business combination by August 5, 2024 has, in fact, triggered the automatic redemption
    requirement under Article 36.2 of the Amended and Restated M&AA and (2) you have not complied with this automatic redemption
    requirement under Article 36.2. Please also revise to specifically highlight that you did not file this preliminary proxy statement
    to seek to extend the termination date until after the August 5, 2024 termination date had already passed, and to explain why you
    did not seek to extend such deadline for completing an initial business combination before it passed.

Response:
The Company has amended the notice, pages 14, 18, and 21 of the Amendment in response to the Staff’s comments.

*
* *

Please
contact the undersigned at + 852 3923-1188 or (310) 728-5219 if you have any questions with respect to the response contained in this
letter.

    Sincerely,

    /s/
    Lawrence S. Venick

    Lawrence
    Venick

    Partner

  cc:
  Wenxi He