TEXT-EXTRACT 2 filename2.txt 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). Wenxi He FirstName LastNameWenxi He Metal Sky Star Acquisition Corporation Comapany18, December NameMetal 2023 Sky Star Acquisition Corporation December Page 2 18, 2023 Page 2 FirstName LastName 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 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 FirstName LastNameWenxi He China (CAC) over data security, please revise your disclosure to explain how this Comapany NameMetal oversight impactsSky Star your Acquisition officers Corporation and directors and to what extent you believe that you are compliant December with 18, 2023 the3regulations or policies that have been issued by the CAC to date. Page FirstName LastName Wenxi He FirstName LastNameWenxi He Metal Sky Star Acquisition Corporation Comapany18, December NameMetal 2023 Sky Star Acquisition Corporation December Page 4 18, 2023 Page 4 FirstName LastName 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