SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 17, 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 completed our review of your filing. 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.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 Metal
Sky Star Acquisition Corporation

 March
13, 2025

 VIA
EDGAR

 Mr.
Ronald (Ron) E. Alper

 Ms.
Isabel Rivera

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 Metal
 Sky Star Acquisition Corporation

 Preliminary
Proxy Statement on Schedule 14A

 Filed
March 6, 2025

 File
No. 001-41344

 Dear
Mr. Ronald (Ron) E. Alper and Ms. Isabel Rivera:

 As
counsel for Metal Sky Star Acquisition Corporation (the "Company") and on its behalf, this letter is being submitted in response
to the letter dated March 12, 2025 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 March 6, 2025
(the "Preliminary Proxy Statement"). The Company has filed via EDGAR Amendment No. 1 (the "Amendment") to the
Preliminary Proxy Statement, which reflects the Company's responses to the comments received from the Staff. For ease of reference,
we have repeated the Staff's comments in this response letter and numbered them accordingly.

 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.

 Response:
 The Company respectfully acknowledges the Staff's comments and has revised the disclosure on pages 12 and 13
of the Amendment.

 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 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.

 Response:
 The Company respectfully acknowledges the Staff's comments and has revised the disclosure on page 13 of the Amendment.

 *
* *

 We
thank the Staff for its review of the foregoing. If you have questions or further comments, please contact Yu Wang at (+852) 6386 1503
or wangyu@hankunlaw.com.

 Very
 truly yours,

 /s/
 Yu Wang

 Yu
 Wang

 cc:
Wenxi He

<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>

October 17, 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
Preliminary Proxy Statement on Schedule 14A
Filed August 6, 2024
File No. 001-41344
Dear Wenxi He:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Lawrence Venick

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

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

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

September 18, 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 3, 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 August 30, 2024 letter.
Revised 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
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 1.

September 18, 2024
Page 2
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."
Risk Factors
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.”
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.
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.”

September 18, 2024
Page 3
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.
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.
            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

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
3, 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

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    August 6, 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 August 30, 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 August 6, 2024 (the “Preliminary Proxy Statement”).

The
Company has filed via EDGAR Amendment No. 1 (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 that under Article 36.2 of your Amended and Restated Articles of Association, your failure to consummate a business
    combination by August 5, 2024 triggers an “automatic
    redemption” of the public shares and that your directors “shall take all such action necessary (i) as promptly as reasonably
    possible but no more than ten (10) Business Days thereafter to redeem the Public Shares or distribute the Trust Account to the holders
    of Public Shares, . . .; and (ii) as promptly as practicable, to cease all operations except for the purpose of making such distribution
    and any subsequent winding up of the Company’s affairs.” You state here that since you have not completed a business
    combination by August 5, 2024, your board has determined to seek shareholder approval to extend such date. However, you also state
    that the board will also as promptly as reasonably possible redeem the shares or distribute the trust account. Please revise to expand
    this Q&A and in Proposal 1 to state the automatic redemption date as calculated using the method described in your Articles,
    the redemption date that your board is targeting, and the steps that you have taken so far towards the Automatic Redemption.

Response:
The Company has amended the Q&A and Proposal 1 in response to the Staff’s comments.

Risk
Factors, page 14

    2.

                                                         We
                                                         refer to your disclosure to investors in your initial public offering registration statement that “[i]f [you] are unable to
                                                         consummate [y]our initial business combination within [the original termination date], [you] will distribute the aggregate amount
                                                         then on deposit in the trust account . . ., pro rata to [y]our public shareholders by way of redemption and cease all operations
                                                         except for the purposes of winding up of [y]our affairs, as further described herein. Any redemption of public shareholders from the
                                                         trust account shall be effected automatically by function of [y]our amended and restated memorandum and articles of association
                                                         prior to any voluntary winding up” (emphasis added). Please revise to add a risk factor to specifically disclose this prior
                                                         disclosure and to discuss the risks to you of now seeking this extension beyond August 5, 2024 despite this prior
                                                         disclosure.

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

General

    3.
    We
                                            note your disclosure that, “[s]ince Metal Sky Star has not completed a business combination
                                            by August 5, 2024, the board of directors will as promptly as reasonably possible to redeem
                                            the Public Shares or distribute the Trust Account, regardless of voting results of the vote
                                            of this Extraordinary General Meeting.” You also state, “[i]f the Extension Proposal
                                            and the Trust Amendment Proposal are approved before the Automatic Redemption is completed,
                                            such approval will constitute consent for the Company to (i) continue its normal operations
                                            after August 5, 2024, without the need to initiate the automatic redemption of the Public
                                            Shares.” Please revise to reconcile these disclosures and to clarify throughout your
                                            proxy statement that (1) your failure to complete a business combination by August 5, 2024
                                            has triggered the automatic redemption requirement under Article 36.2 of the Amended and
                                            Restated M&AA, regardless of whether the Extension Proposal is approved before the Automatic
                                            Redemption is completed; and (2) if the Extension Proposal is approved, the Company will
                                            not comply with the automatic redemption requirement under Article 36.2. Please also revise
                                            your risk factors to disclose the risks to you of not complying with Article 36.2.

Response:
The Company has amended the notice, Q&A section, and background section of the Amendment in response to the Staff’s comments.
The Company has amended its risk factors section on page 14 of the Amendment in response to the Staff’s comments.

    4.
    We
    refer to your Investment Management Trust Agreement that you have entered into with Wilmington Trust, National Association, as amended
    by the Amendment Agreement, dated October 31, 2023. In this agreement, Wilmington Trust has agreed 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.” In this regard,
    we note that your articles of association were not amended before August 5, 2024 to extend such date, and that you filed this preliminary
    proxy statement seeking to extend such date only after such date. Please revise your disclosure to discuss the applicable provisions
    of the trust agreement, and to explain any discussions you have had with the trustee regarding this provision.

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

    5.

    We
    note that Nasdaq Rule 5101-2(b) requires that a special purpose acquisition company complete its initial business combination
    “[w]ithin 36 months of the effectiveness of its IPO registration statement, or such shorter period that the company specifies
    in its registration statement,” and your disclosure in your August 13, 2024 Form 8-K that you have already received a notice
    from Nasdaq regarding this non-compliance. Given that your deadline to complete your initial business combination passed on August
    5, 2024, please revise to disclose the risks of your non-compliance with this rule, including that your securities may be subject to
    suspension and delisting from Nasdaq, and the consequences of any such suspension or delisting, including any potential impact on
    your consummation of an initial business combination.

Response:
The Company has amended page 15 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

August 30, 2024
Wenxi He
Chief Executive Officer
Metal Sky Star Acquisition Corp
132 West 31st Street, 9th Floor
New York, NY 10001
Re:Metal Sky Star Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed August 6, 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.
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
We note that under Article 36.2 of your Amended and Restated Articles of Association,
your failure to consummate a business combination by August 5, 2024 triggers an
"automatic redemption" of the public shares and that your directors "shall take all such
action necessary (i) as promptly as reasonably possible but no more than ten (10) Business
Days thereafter to redeem the Public Shares or distribute the Trust Account to the holders
of Public Shares, . . .; and (ii) as promptly as practicable, to cease all operations except for
the purpose of making such distribution and any subsequent winding up of the Company’s
affairs." You state here that since you have not completed a business combination by
August 5, 2024, your board has determined to seek shareholder approval to extend such
date. However, you also state that the board will also as promptly as reasonably possible
redeem the shares or distribute the trust account. Please revise to expand this Q&A and in
Proposal 1 to state the automatic redemption date as calculated using the method
described in your Articles, the redemption date that your board is targeting, and the steps 1.

August 30, 2024
Page 2
that you have taken so far towards the Automatic Redemption.
Risk Factors, page 14
2.We refer to your disclosure to investors in your initial public offering registration
statement that "[i]f [you] are unable to consummate [y]our initial business combination
within [the original termination date], [you] will distribute the aggregate amount then on
deposit in the trust account . . ., pro rata to [y]our public shareholders by way of
redemption and cease all operations except for the purposes of winding up of [y]our
affairs, as further described herein. Any redemption of public shareholders from the trust
account shall be effected automatically by function of [y]our amended and restated
memorandum and articles of association  prior to any voluntary winding up” (emphasis
added). Please revise to add a risk factor to specifically disclose this prior disclosure and
to discuss the risks to you of now seeking this extension beyond August 5, 2024 despite
this prior disclosure.
General
3.We note your disclosure that, “[s]ince Metal Sky Star has not completed a business
combination by August 5, 2024, the board of directors will as promptly as reasonably
possible to redeem the Public Shares or distribute the Trust Account, regardless of voting
results of the vote of this Extraordinary General Meeting.” You also state, “[i]f the
Extension Proposal and the Trust Amendment Proposal are approved before the
Automatic Redemption is completed, such approval will constitute consent for the
Company to (i) continue its normal operations after August 5, 2024, without the need to
initiate the automatic redemption of the Public Shares.” Please revise to reconcile these
disclosures and to clarify throughout your proxy statement that (1) your failure to
complete a business combination by August 5, 2024 has triggered the automatic
redemption requirement under Article 36.2 of the Amended and Restated M&AA,
regardless of whether the Extension Proposal is approved before the Automatic
Redemption is completed; and (2) if the Extension Proposal is approved, the Company
will not comply with the automatic redemption requirement under Article 36.2. Please
also revise your risk factors to disclose the risks to you of not complying with Article
36.2.
4.We refer to your Investment Management Trust Agreement that you have entered into
with Wilmington Trust, National Association, as amended by the Amendment Agreement,
dated October 31, 2023. In this agreement, Wilmington Trust has agreed 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." In this regard, we note that your articles of association were not amended
before August 5, 2024 to extend such date, and that you filed this preliminary proxy
statement seeking to extend such date only after such date. Please revise your disclosure
to discuss the applicable provisions of the trust agreement, and to explain any discussions
you have had with the trustee regarding this provision.

August 30, 2024
Page 3
5.We note that Nasdaq Rule 5101-2(b) requires that a special purpose acquisition company
complete its initial business combination “[w]ithin 36 months of the effectiveness of its
IPO registration statement, or such shorter period that the company specifies in its
registration statement,” and your disclosure in your August 13, 2024 Form 8-K that you
have already received a notice from Nasdaq regarding this non-compliance. Given that
your deadline to complete your initial business combination passed on August 5, 2024,
please revise to disclose the risks of your non-compliance with this rule, including that
your securities may be subject to suspension and delisting from Nasdaq, and the
consequences of any such suspension or delisting, including any potential impact on your
consummation of an initial business combination.
            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

August 21, 2024
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
Response dated July 26, 2024
File No. 001-41344
Dear Wenxi He:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

July
26, 2024

    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

Division
of Corporation Finance

Office
of Real Estate & Construction

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Dear
SEC Officers:

On
behalf of Metal Sky Star Acquisition Corporation (the “Company”), we have set forth below responses to the comments of the
staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated December 18, 2023 with respect
to the annual report on Form 10-K for the Fiscal Year Ended December 31, 2022, (File No. 001-41344) (the “10-K”), filed on
March 30, 2023 by the Company.

The
Company has filed an amendment to the 10-K (the “10-K/A”) in response to the Staff’s comments. For your convenience,
the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses. Please note
that all references to page numbers in the responses are references to the page numbers in the 10-K/A, filed concurrently with the submission
of this letter in response to the Staff’s comments.

Form
10-K for the Fiscal Year Ended December 31, 2022 submitted 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).”

Response:
In response to the Staff’s comment, the Company has added the relevant disclosures on the summary page of the 10-K/A.

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.

Response:
In response to the Staff’s comment, the Company has revised and added the relevant disclosures on the summary page, pages 9, 10,
13, 15, and 16 of the 10-K/A.

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.

Response:
In response to the Staff’s comment, the Company has revised and added the relevant disclosures on pages 10, 13, 14, 17, 19, and
20 of the 10-K/A.

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.

Response:
In response to the Staff’s comment, the Company has revised and added the relevant disclosures on the summary page, pages 8 –
10 of the 10-K/A.

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.

Response:
In response to the Staff’s comment, the Company has revised and added the relevant disclosures on pages 10, 14, 18, 19, and 20
of the 10-K/A. The Company further added cross references to the related discussions in the risk factors.

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 shareholder redemption rights.

Response:
In response to the Staff’s comment, the Company has revised and added the relevant disclosures on the page 21 of the 10-K/A.

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.

Response:
In response to the Staff’s comment, the Company has revised and added the relevant disclosures on page 13 of the 10-K/A.

Item
1A. Risk Factors, page [13]

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.”

Response:
In response to the Staff’s comment, the Company has revised and added the relevant disclosures on summary page and pages 13, 14,
20, and 21 of the 10-K/A. The Company further added cross references to the related discussions in the risk factors.

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.

Response:
In response to the Staff’s comment, the Company has revised and added the relevant disclosures on pages 14, 18, 19, 20, and 21
of the 10-K/A. The Company further added cross references to the related discussions in the risk factors.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at +1
310-728-5129.

    Very
    truly yours,

    /s/
    Lawrence S. Venick

    Lawrence
    S. Venick

United States securities and exchange commission logo
May 24, 2024
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
Response dated January 12, 2024
File No. 001-41344
Dear Wenxi He:
            We issued comments on the above captioned filing on March 12, 2024. On May 2, 2024,
we issued a follow-up letter informing you that comment(s) remained outstanding and
unresolved, and absent a substantive response, we would act consistent with our obligations
under the federal securities laws.
            As you have not provided a substantive response, we are terminating our review and will
take further steps as we deem appropriate. These steps include releasing publicly, through the
agency's EDGAR system, all correspondence, including this letter, relating to the review of your
filing, consistent with the staff's decision to publicly release comment and response letters
relating to disclosure filings it has reviewed.
            Please contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551-3856
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
May 2, 2024
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
Response dated January 12, 2024
File No. 001-41344
Dear Wenxi He:
            We issued comments to you on the above captioned filing on March 12, 2024. As of the
date of this letter, these comments remain outstanding and unresolved. We expect you to provide
a complete, substantive response to these comments by May 16, 2024.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure. Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551-3856
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
March 12, 2024
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
Response dated January 12, 2024
File No. 001-41344
Dear Wenxi He:
            We have reviewed your filing and have the following comment.
            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
the 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 CORRESP filed January 12, 2024
General
1.We note your response to our prior comments. Please show us, in your response to this
letter, how you will disclose the items requested by each of our prior comments.
            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.

 FirstName LastNameWenxi  He
 Comapany NameMetal Sky Star Acquisition Corporation
 March 12, 2024 Page 2
 FirstName LastName
Wenxi  He
Metal Sky Star Acquisition Corporation
March 12, 2024
Page 2
            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

CORRESP
1
filename1.htm

Robert Charles
                                         Brighton, Jr.

                                         Shareholder

                                         Phone: 954.985.4178  Fax:
                                         954.985.4176

                                         Rbrighton@beckerlawyers.com

Becker & Poliakoff

                             1 East Broward Blvd.

                             Suite 1800

                             Ft. Lauderdale, FL 33301

      January 12, 2024

      VIA EDGAR and EMAIL

      United States Securities & Exchange Commission

      Division of Corporation Finance

      Office of Real Estate & Construction

      450 Fifth Street N.W.

      Washington, DC 20549

            Attention:
            Mr. Ameen Hamady

      Ms. Shannon Menjivar

      Ms. Pearlyne
Paulemon

      Ms. Pam Long

            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

      To the Reviewing Staff Members of the Commission:

      Reference is made to the Staff’s letter dated December 18, 2023 to Ms. Wenxi He, Chief Financial Officer of Metal Sky Star Acquisition Corporation, a Cayman exempt liability company (the “Company”), regarding comments on the Company’s Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”). On behalf of our client, and as requested by the Staff, we are responding with reference to the Staff’s letter on its disclosure in the 2022 Form 10-K.

  www.beckerlawyers.com
  Florida | New Jersey | New York | Washington, D.C.

    United States Securities & Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

January 12, 2024

Page 2

For your convenience, we have set forth the Staff’s comment in bold, followed by our response, as follows:

      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).”

The Company will include the Staff’s requested
disclosure about the change in our acquisition strategy in its future filings, including without limitation, in the Company’s Form
10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”).

            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.

      The Company will include the Staff’s requested
disclosure that the location of its sponsor and that a majority of its executive officers and/or directors have significant ties to China
which may make the Company a less attractive partner to a non China-based target company, and which may therefore limit the pool of acquisition
candidates in the Company’s future filings, including, without limitation, the Company’s 2023 Form 10-K.

            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.

The Company will include the Staff’s requested disclosure that it
(x) provide prominent disclosure about (i) the legal and operational risks associated with a majority of our directors and officers based
in or having significant ties to China, which disclosure will make clear that these risks could result in a material change in our search
for a target company and/or the value of our securities, and (ii) 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, and (y) disclose the location
of our 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 our Company, in the Company’s future filings, including, without limitation,
the Company’s 2023 Form 10-K.

    United States Securities & Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

January 12, 2024

Page 3

            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.

The Company will include the Staff’s requested
disclosure that it (x) highlight the risks that the majority of its directors and officers being based in or having significant ties to
China poses to investors, describing, among other things, the significant regulatory, liquidity, and enforcement risks and including cross-references
to the more detailed discussion of these risks in the Risk Factors section of its filings and (y) 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 the Company’s
search for a target company or completion of its initial business combination at any time, which could result in a material change in
its operations and/or the value of our securities in the Company’s future filings, including, without limitation, the Company’s
2023 Form 10-K.

            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.

The Company will include the Staff’s requested
disclosure that it (x) disclose each permission or approval that the Company or its officers and directors are required to obtain from
Chinese authorities to search for a target company and whether its 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, stating
affirmatively whether the Company has received all requisite permissions or approvals and whether any permissions or approvals have been
denied and (y) describe the consequences to and the Company and its investors if its 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 the Company is required to obtain such permissions or approvals in the future in the Company’s
future filings, including, without limitation, the Company’s 2023 Form 10-K.

    United States Securities & Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

January 12, 2024

Page 4

            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 shareholder redemption rights.

The Company will include the Staff’s requested disclosure that it
(x) address specifically any PRC regulations concerning mergers and acquisitions by foreign investors that its initial business combination
transaction may be subject to, including PRC regulatory reviews, which may impact the Company’s ability to complete a business combination
in the prescribed time period and (y) also address any impact PRC law or regulation may have on the cash flows associated with the business
combination, including shareholder redemption rights in the future in the Company’s future filings, including, without limitation,
the Company’s 2023 Form 10-K.

            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.

The Company will include the Staff’s requested
disclosure that it (x) include a separate section on enforcement of liabilities addressing the enforcement risks related to civil liabilities
due to its sponsor and some of its officers and directors being located in China or Hong Kong, which disclosure shall include revised
disclosure discussing 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 and disclose these risks in the business section of the Company’s
filings to include disclosures consistent with the separate section and (y) 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 in the Company’s
future filings, including, without limitation, the Company’s 2023 Form 10-K.

    United States Securities & Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

January 12, 2024

Page 5

            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.”

The Company will include the Staff’s requested disclosure that it
revise the disclosure in its filings given the Chinese government’s significant oversight and discretion over the conduct of the
Company’s directors’ and officers’ search for a target company, to describe any material impact that intervention, influence,
or control by the Chinese government has or may have on its business, on its search for a target, or on the value of its securities, highlighting
separately the risk that the Chinese government may intervene or influence the Company’s operations at any time, which could result
in a material change in its search and/or the value of its securities, keeping in mind in making such disclosure that pursuant to federal
securities rules, the term “control” (including the terms “controlling,” “controlled by,” and “under
common control with”) means “th

CORRESP
1
filename1.htm

January
11, 2024

VIA
EMAIL

United
States Securities & Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

450
Fifth Street N.W.

Washington,
DC 20549

    Attention:
    Mr. Ameen
    Hamady

Mr.
Larry Spirgel

Ms.
Pearlyne Paulemon

Ms.
Pam Long

    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

To
the Reviewing Staff Members of the Commission:

Reference
is made to the Staff’s letter dated December 18, 2023 to Ms. Wenxi He, Chief Financial Officer of Metal Sky Star Acquisition Corporation,
a Cayman exempt liability company (the “Company”), regarding comments on the Company’s Form 10-K for the fiscal year
ended December 31, 2022 (the “2022 Form 10-K”). On behalf of our client, and as requested by the Staff, we are responding
with reference to the Staff’s letter on its disclosure in the 2022 Form 10-K.

As
discussed by telephone with Mr. Ameen Hamady of the Staff, the Company hereby proposes to respond to the Staff’s comments set forth
in the comment letter by including responsive disclosure in the Company’s Form 10-K for the fiscal year ended December 31, 2023
(the “2023 Form 10-K”), rather than by amending its 2022 Form 10-K.

We
respectfully request that Staff confirm that this approach to addressing the Staff’s concerns as set forth in its comment letter
is acceptable. Should the Staff agree, the Company will include responsive disclosure to the comments raised by Staff to the 2022 Form
10-K in the Company’s 2023 Form 10-K, as well as any additional comments the Staff may have regarding the information contained
in the 2022 Form 10-K.

United
States Securities & Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

January
11, 2024

Page
2

Please
contact the undersigned by email at rbrighton@beckerlawyers.com, or Bill Huo, Esq at bhuo@beckerlawyers.com if the Staff has any questions.
You may also contact the undersigned by phone at (954) 985-4178.

    Very truly yours,

    By:
    /s/
    Robert C. Brighton, Jr.

    Name:
    Robert
    C. Brighton, Jr.

    Cc:
    Ms. Wenxi He

    Chief Financial Officer

    Metal Sky Star Acquisition Corporation

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

METAL
SKY STAR ACQUISITION CORPORATION

132
West 31st Street, First Floor

New
York, NY 10001

March
30, 2022

VIA
EDGAR

Division
of Corporate Finance

Office
of Real Estate & Construction

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention: Benjamin
Holt

James
Lopez

 Re: Metal
Sky Star Acquisition Corporation - Initial Public Offering

SEC
Registration Statement S-1

(SEC
File Number: 333-260251) (the “Registration Statement”)

Ladies
and Gentlemen:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective at 4:00 p.m., Washington D.C. time, on Thursday,
March 31, 2022, or as soon thereafter as practicable.

The
Company hereby acknowledges that:

 ● Should
the Securities and Exchange Commission (the “Commission”) or the Staff, acting as pursuant to delegated authority, declare
the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 ● The
action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 ● The
Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

    Very truly yours,

    METAL SKY STAR ACQUISITION CORPORATION

    By:
    /s/ Man Chak Leung

    Name:
    Man Chak Leung

    Title:
    Chief Executive Officer

cc: Bill
Huo, Esq. (via email)

Christopher
Auguste, Esq. (via email)

CORRESP
1
filename1.htm

Ladenburg
Thalmann & Co. Inc.

640
5th Ave., 4th Floor

New
York, NY 10019

March
30, 2022

VIA
EDGAR AND FACSIMILE

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street

Washington
DC 20549

Attention: Benjamin
Holt

  James
Lopez

 Re: Metal
Sky Star Acquisition Corporation - Initial Public Offering

Registration
Statement on Form S-1

(File
No. 333-260251)

Dear
Messrs. Holtz and Lopez:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned
hereby joins in the request of Metal Sky Star Acquisition Corporation that the effective date of the above-referenced Registration Statement
be accelerated so as to permit it to become effective at 4:00 p.m. EST on Thursday, March 31, 2022, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that between March 29, 2022 and the date
hereof, in excess of 500 copies of the Preliminary Prospectus dated March 25, 2022 have been distributed as follows: 6 to prospective
underwriters and dealers, in excess of 40 to institutional investors and 460 to retail investors.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very truly yours,

    LADENBURG THALMANN & CO. INC.

    By:
     /s/ Steven Kaplan

    Name:
    Steven
    Kaplan

    Title:
    Head
    of Capital Markets

CORRESP
1
filename1.htm

Robert
Charles Brighton, Jr.

Shareholder

Phone:
954.985.4178 Fax: 954.985.4176

Rbrighton@beckerlawyers.com

Becker
& Poliakoff

1
East Broward Blvd.

Suite
1800

Ft.
Lauderdale, FL 33301

    March
    25, 2022
    VIA
    EDGAR

United
States Securities & Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

450
Fifth Street N.W.

Washington,
DC 20549

    Attention:
    Mr.
    Benjamin Holt,

Mr.
James Lopez

    Re:
    Metal
    Sky Star Acquisition Corporation

Amendment
No. 2 to Registration Statement on Form S-1

Filed:
March 8, 2022

File
No. 333-260251

To
the Reviewing Staff Members of the Commission:

Reference
is made to the Staff’s letter dated March 17, 2022 to Mr. Man Chak Leung, Chief Executive Officer of Metal Sky Star Acquisition
Corporation (the Company) regarding comments on Amendment No. 2 to the Company’s Registration Statement on Form S-1. On behalf
of our client, and as requested by the Staff, we are responding to the questions raised by the Staff and amending the Company’s
Registration Statement to include certain clarifying disclosure to address the Staff’s comment. For your convenience, we have set
forth the Staff’s comment in bold, followed by our response, as follows:

Amendment
No. 2 to Registration Statement on Form S-1 filed March 8, 20212

Cover
Page

    1.
    We
    note your revised disclosure on the cover page and throughout the prospectus that you will not consider or undertake a business combination
    or other transaction with a VIE or with any other entity or business with its principal or a majority of its business operations
    in China, including Hong Kong and Macau.  Please revise to also address business combinations where the entity or business
    is based in those locations.

We
have revised the disclosure on the cover page and throughout the prospectus to address the Staff’s comment to clearly state that
the Company will not consider or undertake a business combination with an entity or business that is based in the People’s Republic
of China, including Hong Kong and Macau or that has its principal or a majority of its business operations in such jurisdictions. Specifically,
we have revised the cover page of the prospectus, prospectus summary on pages 2 and page 7, risk factors on page 44 and page 61, management
discussion and analysis on page 76 and proposed business on page 81 to include clarifying language to such effect to address the Staff’s
comment.

We
trust that our response fully addresses the Staff’s concerns as set forth in its comment letter. Should the Staff have any additional
questions regarding the information contained in the Registration Statement or with respect to our response to the comment letter, please
contact the undersigned by email at rbrighton@beckerlawyers.com, or Bill Huo, Esq at bhuo@beckerlawyers.com. You may also contact the
undersigned by phone at (954) 985-4178.

    Very truly yours,

    By:

    /s/
    Robert C. Brighton, Jr.

    Name:

    Robert
    C. Brighton, Jr.

 Cc: Mr.
                                            Man Chak Leung

Chief
Executive Officer

Metal
Sky Acquisition Corp

United States securities and exchange commission logo
March 17, 2022
Man Chak Leung
Chief Executive Officer
Metal Sky Acquisition Corp
132 West 31st Street, First Floor
New York, NY 10001
Re:Metal Sky Acquisition Corp
Amendment No. 2 to Registration Statement on Form S-1
Filed March 8, 2022
File No. 333-260251
Dear Mr. Leung:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 19, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed March 8, 2022
General
1.We note your revised disclosure on the cover page and throughout the prospectus that you
will not consider or undertake a business combination or other transaction with a VIE or
with any other entity or business with its principal or a majority of its business operations
in China, including Hong Kong and Macau.  Please revise to also address business
combinations or other transactions where the entity or business is based in those locations.

 FirstName LastNameMan Chak Leung
 Comapany NameMetal Sky Acquisition Corp
 March 17, 2022 Page 2
 FirstName LastName
Man Chak Leung
Metal Sky Acquisition Corp
March 17, 2022
Page 2
            You may contact Benjamin Holt at 202-551-6614 or James Lopez at 202-551-3536 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Robert C. Brighton, Jr.

CORRESP
1
filename1.htm

    Michael
A. Goldstein

        Becker
& Poliakoff, LLP

        45
Broadway, 17th Floor

        New
York, New York 10006

        Email:
mgoldstein@beckerlawyers.com

        Phone:
(212) 599-3322 Fax: (212) 557-0295

    March
    8, 2022
    VIA
    EDGAR

United
States Securities & Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

450
Fifth Street N.W.

Washington,
DC 20549

    Attention:
    Mr.
    Benjamin Holt,

Mr.
James Lopez

    Re:
    Metal
    Sky Star Acquisition Corporation

Amendment
No.1 to Registration Statement on Form S-1

Filed
December 21, 2021

File
No. 333-260251

To
the Reviewing Staff Members of the Commission:

Reference
is made to the Staff’s letter dated January 19, 2022 to Mr. Man Chak Leung, Chief Executive Officer of Metal Sky Star Acquisition
Corporation (the Company) regarding comments on Amendment No. 1 to the Company’s Registration Statement on Form S-1. On
behalf of our client, and as requested by the Staff, we are responding to the questions raised by the Staff and amending the Company’s
Registration Statement to include certain clarifying disclosure to address the Staff’s comment. For your convenience, we
have set forth the Staff’s comment in bold, followed by our response, as follows:

Amendment
No. 1 to Registration Statement on Form S-1 filed December 21, 20211

Cover
Page

    1.
    We
    note your amended disclosure throughout the filing that you will 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 PRC, including Hong Kong and Macau. The language leaves open the possibility that you could undertake an initial business
    combination in circumstances where you are the counterparty to a VIE or other arrangement with a China-based entity. Please
    revise your disclosure in response to our prior comments if you retain the option of undertaking an initial business combination
    with any entity with its principal business operations in China (including Hong Kong and Macau) or, alternatively, revise
    to clearly specify any such limitation.

Response:
We have revised the disclosure in the Registration Statement to address the Staff’s comment to clearly state that the Company
will not consider or undertake a business combination through a variable interest entity (VIE) or any other entity which would
result in exposure to the risks and uncertainties pertaining to a business combination with an entity or business with its principal
or a majority of its business operations (whether directly, through subsidiaries or a VIE) in the People’s Republic of China
(including Hong Kong and Macau). Specifically, we have revised the cover page of the prospectus, prospectus summary on pages 2
and page 7, risk factors on page 44 and page 61, management discussion and analysis on page 76 and proposed business on page 81
to include clarifying language to such effect to address the Staff’s comment.

We
trust that our response fully addresses the Staff’s concerns as set forth in its comment letter. Should the Staff have any
additional questions regarding the information contained in the Registration Statement or with respect to our response to the
comment letter, please contact the undersigned by email at mgoldstein@beckerlawyers.com, or Bill Huo, Esq at bhuo@beckerlawyers.com.
You may also contact the undersigned by phone at (212) 599-3322.

    Very truly yours,

    By:
    /s/
    Michael A. Goldstein

    Name:
    Michael
    A. Goldstein

Cc: Mr.
Man Chak Leung

Chief
Executive Officer

Metal
Sky Star Acquisition Corporation

United States securities and exchange commission logo
January 19, 2022
Man Chak Leung
Chief Executive Officer
Metal Sky Acquisition Corp
132 West 31st Street, First Floor
New York, NY 10001
Re:Metal Sky Acquisition Corp
Amendment No. 1 to Registration Statement on Form S-1
Filed December 21, 2021
File No. 333-260251
Dear Mr. Leung:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 11, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed December 21, 2021
Cover Page
1.We note your amended disclosure throughout the filing that you will 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
PRC, including Hong Kong and Macau.  The language leaves open the possibility that
you could undertake an initial business combination in circumstances where you are the
counterparty to a VIE or other arrangement with a China-based entity.  Please revise your
disclosure in response to our prior comments if you retain the option of undertaking an
initial business combination with any entity with its principal business operations in China
(including Hong Kong and Macau) or, alternatively, revise to clearly specify any such

 FirstName LastNameMan Chak Leung
 Comapany NameMetal Sky Acquisition Corp
 January 19, 2022 Page 2
 FirstName LastName
Man Chak Leung
Metal Sky Acquisition Corp
January 19, 2022
Page 2
limitation.
            You may contact Benjamin Holt at 202-551-6614 or James Lopez at 202-551-3536 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Brian C. Daughney

CORRESP
1
filename1.htm

    Brian C. Daughney

    Becker & Poliakoff, LLP

    45 Broadway, 17th Floor

    New York, New York 10006

    Email: bdaughney@beckerlawyers.com

    Phone: (212) 599-3322 Fax: (212) 557-0295

    December 20, 2021
    VIA EDGAR

United States Securities & Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

450 Fifth Street N.W.

Washington, DC 20549

 Attention: Mr. William Demarest,

Mr. Isaac Esquivel

 Re: Metal Sky Star Acquisition Corporation

Registration Statement
on Form S-1

Filed October 14, 2021

File No. 333-260251

To the Reviewing Staff Members of the Commission:

We are in receipt of Staff’s comments on
November 11, 2021 regarding Metal Sky Star Acquisition Corporation’s Form S-1 Registration Statement. As requested by the Staff, we have provided responses to the questions raised by the Staff. For your convenience,
the summarized matters are listed below, followed by our responses:

Form S-1 filed October 14, 2021

Cover Page

 1. We note the statement that your Sponsor and certain of your executive officers and/or directors are located in or have
                                                                  significant ties to China/Hong Kong, and your disclosure that you may consider a business combination with an entity with a physical
                                                                  presence or other significant ties to China/Hong Kong. Please disclose, if true, that a majority of your executive officers and
                                                                  directors have significant business ties to or are based in China/Hong Kong. Additionally, revise your disclosure to also describe
                                                                  the legal and operational risks associated with acquiring a company that does business in China. Your disclosure should make clear
                                                                  whether these risks could result in a material change in your or the target company’s post-combination operations and/or the
                                                                  value of your common stock or could significantly limit or completely hinder your ability to offer or continue to offer securities
                                                                  to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure also should address
                                                                  how recent statements and regulatory actions by China’s government, such as those related to data security or anti-monopoly
                                                                  concerns, has or may impact the company’s ability to conduct its business, accept foreign investments, or list on an U.S. or
                                                                  other foreign exchange. Further, please provide a clear description of how cash will be transferred throughout the post-combination
                                                                  organization if you acquire a company based in China, as well as a statement as to whether any transfers, dividends or distributions
                                                                  have been made to date. Your prospectus summary should address, but not necessarily be limited to, the risks highlighted on the
                                                                  prospectus cover page.

Response: We acknowledge the comment and
respectfully advise the Staff that we will not undertake our initial business combination with any entity or business with its principal
or a majority of its business operations (either directly or through any subsidiaries) in China (including Hong Kong and Macau). We have
revised the cover page, prospectus summary on pages 2, 7, 23, 24, risk factors beginning on page 27, management discussion and analysis
beginning on page 76 and proposed business beginning on page 81 to disclose such exclusion.

 2. We note the statement that the VIE structure is used to replicate foreign investment in China-based companies. We note, however,
that the structure provides contractual exposure to foreign investment in such companies rather than replicating an investment. Please
revise accordingly on the cover page, page 2 and where appropriate.

Response: Please kindly refer to our response
to comment 1 above.

 3. Disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines
that it cannot inspect or fully investigate the auditor of a company you may target for an initial business combination, and that as a
result an exchange may determine to delist your securities. Additionally, expand your disclosure to discuss that the United States Senate
passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of non-inspection years
from three years to two, thus reducing the time period before your securities may be prohibited from trading or delisted.

Response: Please kindly refer to our response
to comment 1 above.

 4. We note the statement on page 24 that you are not required to obtain any permission to issue your securities in this initial public
offering from any PRC authorities. Please revise to address the consequences to you and your investors if you do not receive or maintain
approvals where you inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change
and you are required to obtain approval in the future. Additionally, please expand to address any permissions to operate or conduct operations,
and confirm that your use of the term "operate" and "operations" includes the process of searching for a target business
and conducting related activities.

Response: Please kindly refer to our response
to comment 1 above.

    2

Prospectus Summary, page 29

 5. Where you address risks that being based in or acquiring a company whose corporate structure or whose operations in China poses
to investors, revise your summary of risk factors to specifically address liquidity risks, and provide cross-references to the more detailed
discussion of these related risks in the prospectus.

Response: Please kindly refer to our response
to comment 1 above.

 6. Provide a clear description of how cash will be transferred through the post-combination organization if you acquire a company
based in China. Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and
to U.S. investors that may apply after a business combination with a company based in China. Describe any restrictions and limitations
on your ability to distribute earnings from your businesses, including subsidiaries and/or consolidated VIEs, to the parent company and
U.S. investors as well as the ability to settle amounts owed under the VIE agreements.

Response: Please kindly refer to our response
to comment 1 above.

 7. We note your disclosure on page 2 regarding VIE structures. Please revise to explain that the entity in which investors may hold
their interest may not be the entity or entities through which the company’s operations may be conducted in China after the business
combination. Where you discuss how this type of corporate structure may affect investors and the value of their investment, clarify how
and why the contractual arrangements may be less effective than direct ownership and that the company may incur substantial costs to enforce
the terms of the arrangements. Disclose the challenges the company may face enforcing these contractual agreements due to uncertainties
under Chinese law and jurisdictional limits.

Response: Please kindly refer to our response
to comment 1 above.

    3

Risk Factors, page 64

 8. Please expand your risk factor disclosure to 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.

Response: Please kindly refer to our response
to comment 1 above.

Risk Factors, page 67

 9. In light of recent events indicating greater oversight by the Cyberspace Administration of China over data security, particularly
for companies seeking to list on a foreign exchange, please revise your disclosure to explain how this oversight could impact the process
of searching for a target and completing an initial business combination.

Response: Please kindly refer to our response
to comment 1 above.

General

 10. We note that the registration statement does not cover the ordinary shares underlying the warrants, which shares may become exercisable
within 12 months. Please revise the registration statement to include the shares underlying the warrants. Refer to Securities Act Sections
Compliance and Disclosure Interpretation 103.04 for guidance.

Response:

Response: We have revised the term of
warrants to become exercisable on the later of one year after the closing of this offering or the consummation of an initial business
combination, respectively on the cover page, page 9 and page 100.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our outside securities counsel Bill Huo, Esq. or Brian C. Daughney, Esq. of Becker & Poliakoff LLP at bhuo@beckerlawyers.com
or bdaughney@beckerlawyers.com.

Very truly yours,

    By:
    /s/ Brian C. Daughney

    Name:
    Brian C. Daughney

    4

United States securities and exchange commission logo
November 11, 2021
Man Chak Leung
Chief Executive Officer
Metal Sky Acquisition Corp
132 West 31st Street, First Floor
New York, NY 10001
Re:Metal Sky Acquisition Corp
Registration Statement on Form S-1
Filed October 14, 2021
File No. 333-260251
Dear Mr. Leung:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed October 14, 2021
Cover Page
1.We note the statement that your  Sponsor and certain of your executive officers and/or
directors are located in or have significant ties to China/Hong Kong, and your disclosure
that you may consider a business combination with an entity with a physical presence or
other significant ties to China/Hong Kong. Please disclose, if true, that a majority of your
executive officers and directors have significant business ties to or are based in
China/Hong Kong. Additionally, revise your disclosure to also describe the legal and
operational risks associated with acquiring a company that does business in China. Your
disclosure should make clear whether these risks could result in a material change in your
or the target company’s post-combination operations and/or the value of your common
stockor could significantly limit or completely hinder your ability to offer or continue to

 FirstName LastNameMan Chak Leung
 Comapany NameMetal Sky Acquisition Corp
 November 11, 2021 Page 2
 FirstName LastNameMan Chak Leung
Metal Sky Acquisition Corp
November 11, 2021
Page 2
offer securities to investors and cause the value of such securities to significantly decline
or be worthless. Your disclosure also should address how recent statements and regulatory
actions by China’s government, such as those related to data security or anti-monopoly
concerns, has or may impact the company’s ability to conduct its business, accept foreign
investments, or list on an U.S. or other foreign exchange. Further, please provide a clear
description of how cash will be transferred throughout the post-combination organization
if you acquire a company based in China, as well as a statement as to whether any
transfers, dividends or distributions have been made to date. Your prospectus summary
should address, but not necessarily be limited to, the risks highlighted on the prospectus
cover page.
2.We note the statement that the VIE structure is used to replicate foreign investment in
China-based companies.  We note, however, that the structure provides contractual
exposure to foreign investment in such companies rather than replicating an investment.
Please revise accordingly on the cover page, page 2 and where appropriate.
Prospectus Summary, page 25
3.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate the auditor of a company you may target for an initial business combination,
and that as a result an exchange may determine to delist your securities.  Additionally,
expand your disclosure to discuss that the United States Senate passed the Accelerating
Holding Foreign Companies Accountable Act, which, if enacted, would decrease the
number of non-inspection years from three years to two, thus reducing the time period
before your securities may be prohibited from trading or delisted.
4.We note the statement on page 24 that you are not required to obtain any permission to
issue your securities in this initial public offering from any PRC authorities.  Please revise
to address the consequences to you and your investors if you do not receive or maintain
approvals where you inadvertently conclude that such approvals are not required, or
applicable laws, regulations, or interpretations change and you are required to obtain
approval in the future.  Additionally, please expand to address any permissions to operate
or conduct operations, and confirm that your use of the term "operate" and "operations"
includes the process of searching for a target business and conducting related activities.
Prospectus Summary, page 29
5.Where you address risks that being based in or acquiring a company whose corporate
structure or whose operations in China poses to investors, revise your summary of risk
factors to specifically address liquidity risks,and provide cross-references to the more
detailed discussion of these related risks in the prospectus.
6.Provide a clear description of how cash will be transferred through the post-combination
organization if you acquire a company based in China. Describe any restrictions on
foreign exchange and your ability to transfer cash between entities, across borders, and to

 FirstName LastNameMan Chak Leung
 Comapany NameMetal Sky Acquisition Corp
 November 11, 2021 Page 3
 FirstName LastNameMan Chak Leung
Metal Sky Acquisition Corp
November 11, 2021
Page 3
U.S. investors that may apply after a business combination with a company based in
China. Describe any restrictions and limitations on your ability to distribute earnings from
your businesses, including subsidiaries and/or consolidated VIEs, to the parent company
and U.S. investors as well as the ability to settle amounts owed under the VIE agreements.
7.We note your disclosure on page 2 regarding VIE structures.  Please revise to explain that
the entity in which investors may hold their interest may not be the entity or entities
through which the company’s operations may be conducted in China after the business
combination.  Where you discuss how this type of corporate structure may affect investors
and the value of their investment, clarify how and why the contractual arrangements may
be less effective than direct ownership and that the company may incur substantial costs to
enforce the terms of the arrangements.  Disclose the challenges the company may face
enforcing these contractual agreements due to uncertainties under Chinese law and
jurisdictional limits.
Risk Factors, page 64
8.Please expand your risk factor disclosure to 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.
Risk Factors, page 67
9.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure to explain how this oversight could impact the process of
searching for a target and completing an initial business combination.
General
10.We note that the registration statement does not cover the ordinary shares underlying the
warrants, which shares may become exercisable within 12 months.  Please revise the
registration statement to include the shares underlying the warrants.  Refer to Securities
Act Sections Compliance and Disclosure Interpretation 103.04 for guidance.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact William Demarest at 202-551-3432 or Isaac Esquivel at 202-551-3395
if you have questions regarding comments on the financial statements and related

 FirstName LastNameMan Chak Leung
 Comapany NameMetal Sky Acquisition Corp
 November 11, 2021 Page 4
 FirstName LastName
Man Chak Leung
Metal Sky Acquisition Corp
November 11, 2021
Page 4
matters.  Please contact Benjamin Holt at 202-551-6614 or James Lopez at 202-551-3536 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Brian C. Daughney