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)
