Correspondence 0001493152-24-039630 from Metal Sky Star Acquisition Corp (MSSAF)
Metal Sky Star Acquisition Corp
Date: Oct. 7, 2024 · CIK: 0001882464 · Accession: 0001493152-24-039630
AI Filing Summary & Sentiment
File numbers found in text: 001-41344
Referenced dates: October 3, 2024
Letter
Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Re: Metal Sky Star Acquisition Corp Revised Preliminary Proxy Statement on Schedule 14A Filed September 20, 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 October 3, 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 20, 2024 (the “Preliminary Proxy Statement”).
The Company has filed via EDGAR Amendment No. 3 (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
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.
Response: The Company has amended the cover page 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, 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.
Response: The Company has amended page 14 of the Amendment in response to the Staff’s comments.
General
6. 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.
Response: The Company has amended pages 2 and 14 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
Show Raw Text
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
October
7, 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 20, 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 October 3, 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 20, 2024 (the “Preliminary Proxy Statement”).
The
Company has filed via EDGAR Amendment No. 3 (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
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.
Response:
The Company has amended the cover page 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, 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.
Response:
The Company has amended page 14 of the Amendment in response to the Staff’s comments.
General
6.
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.
Response:
The Company has amended pages 2 and 14 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