SC 13G 1 w79881053a.htm SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. _)*



METAL SKY STAR ACQUISITION CORPORATION
 (Name of Issuer)


Ordinary Shares, $0.001 par value
(Title of Class of Securities)



G6053N105
 (CUSIP Number)



September 30, 2024
(Date of Event Which Requires Filing of This Statement)




Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b)
[   ] Rule 13d-1(c)
[   ] Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. G6053N105
SCHEDULE 13G
Page 2 of 6 Pages

1
NAMES OF REPORTING PERSONS
 
W. R. Berkley Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
460,061
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
460,061
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
460,061
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.2%
12
TYPE OF REPORTING PERSON
 
CO



CUSIP No. G6053N105
SCHEDULE 13G
Page 3 of 6 Pages
1
NAMES OF REPORTING PERSONS
 
Berkley Insurance Company
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
460,061
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
460,061
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
460,061
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.2%
12
TYPE OF REPORTING PERSON
 
IC, CO



Item 1(a)
Name of Issuer:
  
     
 
METAL SKY STAR ACQUISITION CORPORATION
  
     
Item 1(b)
Address of Issuer’s Principal Executive Offices:
  
     
 
221 River Street, 9th Floor, Hoboken, New Jersey 07030
  
     
     
Items 2(a)
Name of Person Filing:
  
     
 
The information required by Item 2(a) is set forth in Row 1 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
  
     
Item 2(b)
Address of Principal Business Office:
  
     
 
The address of each Reporting Person is:
  
 
475 Steamboat Road
  
 
Greenwich, CT 06830
  
     
Item 2(c)
Citizenship:
  
     
 
The information required by Item 2(c) is set forth in Row 4 of the cover page hereto for each  Reporting Person and is incorporated herein by reference for each such Reporting Person.
  
     
Item 2(d)
Title of Class of Securities:
  
     
 
Ordinary Shares, $0.001 par value
 
     
Item 2(e)
CUSIP Number:
  
     
 
G6053N105
  
     
     
Item 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is:
  
     
 
(a)
[  ]
Broker or dealer registered under Section 15 of the Act;
 
(b)
[   ]
Bank as defined in Section 3(a)(6) of the Act;
 
(c)
[X]
Insurance company as defined in Section 3(a)(19) of the Act;
 
(d)
[  ]
Investment company registered under Section 8 of the Investment Company Act of 1940;
 
(e)
[   ]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
[   ]
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
(g)
[   ]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
(h)
[   ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
[  ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
 
(j)
[  ]
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
 
(k)
[  ]
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).




Item 4
Ownership:
   
 
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. 

Calculation of the ownership percentage set forth in Row 11 is based on Issuer’s publicly available Form 10-Q filed September 18, 2024, which states that Issuer had outstanding 6,407,416 Ordinary Shares as of September 16, 2024.
   
   
Item 5
Ownership of Five Percent or Less of a Class:
   
 
If this statement is being filed to report the fact that as of the date hereof the Select Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ☐
   
   
Item 6
Ownership of More than Five Percent on Behalf of Another Person:
   
 
N/A
   
   
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
   
 
See Exhibit 99.1.
   
   
Item 8
Identification and Classification of Members of the Group:
   
 
N/A
   
   
Item 9
Notice of Dissolution of Group:
   
 
N/A
   
   
Item 10
Certification:
   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.


SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: November 6, 2024
 
W. R. BERKLEY CORPORATION
 
 
 
By:
/s/ Richard M. Baio                                                          
 
 
Name: Richard M. Baio
 
 
Title: Executive Vice President and Chief Financial Officer
 
 
 
 
 
BERKLEY INSURANCE COMPANY
 
 
 
By:
/s/ Richard M. Baio                                                          
 
 
Name: Richard M. Baio
 
 
Title: Executive Vice President and Treasurer