0001172661-24-001389.txt : 20240214 0001172661-24-001389.hdr.sgml : 20240214 20240214154756 ACCESSION NUMBER: 0001172661-24-001389 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240214 DATE AS OF CHANGE: 20240214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Metal Sky Star Acquisition Corp CENTRAL INDEX KEY: 0001882464 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-93619 FILM NUMBER: 24637117 BUSINESS ADDRESS: STREET 1: 132 WEST 31ST STREET STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 332-237-6141 MAIL ADDRESS: STREET 1: 132 WEST 31ST STREET STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: Metal Sky Acquisition Corp DATE OF NAME CHANGE: 20210910 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Shaolin Capital Management LLC CENTRAL INDEX KEY: 0001766806 ORGANIZATION NAME: IRS NUMBER: 832760736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 230 NW 24TH STREET STREET 2: SUITE 603 CITY: MIAMI STATE: FL ZIP: 33127 BUSINESS PHONE: 2124334314 MAIL ADDRESS: STREET 1: 230 NW 24TH STREET STREET 2: SUITE 603 CITY: MIAMI STATE: FL ZIP: 33127 SC 13G/A 1 shaolin_mssa123123a1.htm



 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*



METAL SKY STAR ACQUISITION CORPORATION

(Name of Issuer)

 

Ordinary Shares, $0.001 par value

(Title of Class of Securities)

 

G6053N105

(CUSIP Number)

 

 

December 31, 2023
(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)

o Rule 13d-1(c)

o 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 in 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/A
Page 2 of 6 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Shaolin Capital Management LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
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
 
300,000
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
300,000
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
300,000
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.68%
12
TYPE OF REPORTING PERSON
 
IA

 


 

 

CUSIP No. G6053N105
 SCHEDULE 13G/A
Page 3 of 6 Pages

 

Item 1.(a) Name of Issuer

METAL SKY STAR ACQUISITION CORPORATION

Item 1.(b) Address of Issuer’s Principal Executive Offices

132 West 31st Street, First Floor

New York, New York 10001

Item 2.(a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship:

Shaolin Capital Management LLC, a company incorporated under the laws of State of Delaware, which serves as the investment advisor to Shaolin Capital Partners Master Fund, Ltd. a Cayman Islands exempted company, MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC, DS Liquid DIV RVA SCM LLC and Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC being managed accounts advised by the Shaolin Capital Management LLC.

 

230 NW 24th Street, Suite 603, Miami, FL 33127

Delaware, US

  

Item 2.(d) Title of Class of Securities

Ordinary Shares, $0.001 par value (the “Common stock”)

 

Item 2.(e) CUSIP No.:

G6053N105

 

CUSIP No.  G6053N105
 SCHEDULE 13G/A
Page 4 of 6 Pages

 

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g) ¨ A parent holding company or control person in accordance with §240.13d-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 (15 U.S.C. 80a-3);
 
  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
  (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

 

CUSIP No. G6053N105
 SCHEDULE 13G/A
Page 5 of 6 Pages

 

 

Item 4. Ownership

Information with respect to the Reporting Person’s ownership of the Common Stock as of December 31, 2023, is incorporated by reference to items (5) - (9) and (11) of the cover page for the Reporting Person.

The amount beneficially owned by the Reporting Person is determined based on 6,407,416 shares of the Common Stock outstanding as of November 14, 2023, as the Issuer reported in its Form 10-Q filed with the SEC on November 14, 2023.

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 reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group 

Not Applicable.

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.

 

 
CUSIP No. G6053N105
 SCHEDULE 13G/A
Page 6 of 6 Pages

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2024

 

 

 

 

Shaolin Capital Management LLC

       
  By:  /s/ Anthony Giraulo
    Anthony Giraulo, Chief Financial Officer