Wenxi He
About Wenxi He
Wenxi He is Chief Executive Officer and Chairwoman of Metal Sky Star Acquisition Corporation (MSSA), appointed CEO and director on September 28, 2023 and serving as Chairwoman by March 2025 . She is 46 and has over 15 years of investment banking experience; she previously led commodity ETPs at Bank of America Merrill Lynch and held trading/structuring roles at Citigroup, UBS, and RBC; she holds master’s degrees in Mathematical Finance and Engineering (University of Toronto) and a bachelor’s in Engineering (Tongji University) . She concurrently serves as Chief Investment Officer at Still Waters Green Technology Limited (London) since February 2019 . Company-level TSR, revenue, and EBITDA performance metrics tied to her tenure are not disclosed in MSSA’s filings reviewed.
Past Roles
| Organization | Role | Years/Timeframe | Strategic Impact |
|---|---|---|---|
| Bank of America Merrill Lynch (London) | Managing Director, Global Head of Commodity ETPs | Prior to 2019 (dates not specified) | Led strategic solutions and issuance; managed physical/synthetic commodity products and multi-asset risk |
| Citigroup | Trader/Structurer (Commodity Derivatives) | Not disclosed | Structured and traded commodity derivatives |
| UBS | Fixed Income (Structured Credit/Rates) | Not disclosed | Structured/traded fixed income products focused on credit and rates |
| RBC Capital Markets | Fixed Income (Structured Credit/Rates) | Not disclosed | Structured/traded fixed income products focused on credit and rates |
External Roles
| Organization | Role | Years/Timeframe | Notes |
|---|---|---|---|
| Still Waters Green Technology Limited (London) | Chief Investment Officer | Since Feb 2019 | Asset manager focused on renewable energy and power generation assets |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | $0 (no cash compensation paid to executive officers) |
| Target Bonus (%) | Not disclosed (no pre-business combination compensation) |
| Actual Bonus ($) | $0 |
| Director/Officer Fees | None prior to initial business combination; out-of-pocket expense reimbursements only |
| Equity Incentive Plan | None in place as of the 2024 10-K |
Performance Compensation
| Incentive Type | Grant Date | Units/Shares | Fair Value | Performance Metrics | Vesting | Payout |
|---|---|---|---|---|---|---|
| RSUs/PSUs | — | None disclosed | — | — | — | — |
| Stock Options | — | None disclosed | — | — | — | — |
| Cash STI/LTI | — | — | — | — | — | — |
- Clawback policy: MSSA has adopted a Rule 10D-1/Nasdaq 5608-compliant clawback policy requiring recovery of erroneously awarded incentive-based compensation to executive officers after an accounting restatement; includes stock-price/TSR-based awards using reasonable estimates and prohibits indemnification/insurance for clawback amounts .
Equity Ownership & Alignment
| As-of Date | Holder | Security | Shares/Units | % of Outstanding | Notes |
|---|---|---|---|---|---|
| Oct 14, 2024 (record date) | M-Star Management Corp. (Sponsor); controlled by Wenxi He (sole director) | Founder shares + private placement shares | 3,205,000 | 50.02% | Ms. He has voting/dispositive power over sponsor’s 2,875,000 founder shares and 330,000 private placement shares |
| Mar 11, 2025 (record date) | Directors/executive officers/initial shareholders and affiliates (including Sponsor) | Founder shares + private placement units | 2,875,000 founder + 330,000 private units | ~85.3% | Block expected to vote “FOR” company proposals; Sponsor designee funds monthly extensions; total outstanding shares 3,757,451 (552,451 public) |
| Control/Alignment | Ms. He controls Sponsor (M-Star); she is a British citizen | — | — | — | Sponsor controlled by Chairwoman/CEO Ms. He; foreign-control noted in risk disclosures |
Additional alignment/pressure factors:
- Lock-up: Private placement units (including underlying securities) may not be transferred until 30 days after completion of initial business combination (reduces near-term selling pressure) .
- Hedging/Pledging: Company insider trading policy includes trading windows and prohibits tipping; 10b5-1 plan guidelines prohibit hedging; no pledging disclosures found in reviewed filings .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start date | Appointed CEO and director on Sept 28, 2023; serving as Chairwoman by Mar 2025 |
| Contract term / expiration | Not disclosed in filings reviewed |
| Severance / Change-of-control | Not disclosed; management may be paid by the combined company post-business combination, to be disclosed at that time |
| Non-compete / Non-solicit | Not disclosed |
| Clawback | Rule 10D-1/Nasdaq 5608 clawback policy in place for executive officers – |
| Insider trading, 10b5-1 | Policy mandates blackout windows, pre-clearance; 10b5-1 cooling-off periods and “no overlapping plans”; hedging prohibited |
Board Governance
- Current board slate (as of Mar 2025): Wenxi He (CEO and Chairwoman), plus independent directors Christopher John Regan, Zining Jiang, Xinghua Fan, and Zhuo Wang .
- Committee structure:
- Compensation Committee: Members Zhuo Wang, Zining Jiang (Chair), Xinghua Fan; oversees CEO and officer compensation and equity plans .
- Nominating Committee: Members Zhuo Wang (member), Zining Jiang (member), Xinghua Fan (Chair) .
- Audit Committee: Charter described; functions include auditor oversight, related-party review, and policy oversight (membership not specified in excerpt) .
- Dual-role implications: Ms. He combines CEO and Chair roles. Other directors are designated “Independent Director,” and compensation and nominating committees are comprised of independent directors, which partially mitigates CEO/Chair concentration but raises typical governance concerns about board independence and oversight balance in SPACs – .
Related Party Transactions (context for governance)
- Administrative services agreement: Sponsor receives $10,000/month for office/support until business combination or liquidation .
- Sponsor loans: Working-capital/extension loans permitted; up to $1.5 million convertible into additional private units at $10/unit; promissory notes used for extensions; registration rights for founder/private/loan-converted securities .
- Founder/private placement holdings and transfer restrictions as noted above .
Performance & Track Record (Company context under current leadership)
- MSSA’s SPAC timeline has been extended multiple times. Shareholder redemptions have concentrated ownership (public shares 552,451 vs. 3,757,451 outstanding by Mar 11, 2025). MSSA regained Nasdaq compliance with IM-5101-2 in February 2025; however, further extensions beyond April 5, 2025 risk Nasdaq delisting unless a business combination is completed by that date .
- LOIs under evaluation (Okidoki OÜ, Fedilco/Viva Armenia) show ongoing target search; none are definitive .
Director Compensation
- Not disclosed in the documents reviewed. The 10-K excerpt addresses executive officer compensation (none pre-business combination) and committee responsibilities but does not provide director cash/equity retainers for FY 2024 .
Compensation Structure Analysis
- Pre-business combination cash/equity: No executive salaries, bonuses, or equity awards; no equity plan in place as of FY 2024 .
- Post-business combination: Compensation may be introduced by the combined company and disclosed at that time (potential step-change in pay mix at de-SPAC) .
- Clawback/controls: Adoption of a Nasdaq-compliant clawback policy and detailed insider trading/10b5-1 plan guidelines enhance governance controls around incentive compensation and insider transactions – –.
Investment Implications
- Alignment: Ms. He controls the Sponsor, which held an effective controlling stake (~85.3% as of Mar 11, 2025), tightly aligning her incentives with equity value creation but concentrating voting power and governance influence .
- Near-term selling pressure: Lock-ups on private placement securities until 30 days post-business combination should mitigate immediate insider selling risk around deal close .
- Governance risk: Dual CEO/Chair role and extensive sponsor control elevate governance concentration concerns; independent committees provide some counterbalance – .
- Execution risk: Despite regaining Nasdaq compliance in Feb 2025, a failure to close a business combination by April 5, 2025 could prompt delisting actions under IM-5101-2; extensions beyond that date heighten delisting risk absent transaction completion .
- Cash compensation signal: Absence of pre-deal salaries/bonuses is standard for SPACs and neutral for pay-for-performance pre-merger; monitor de-SPAC compensation architecture (metrics, targets, and mix) for future alignment .