DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (AS RESTATED) | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (AS RESTATED) Organization and General Metal Sky Star Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on May 5, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company’s efforts in identifying prospective target businesses will not be limited to a particular geographic region. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s sponsor is M-Star Management Corporation, a British Virgin Islands incorporated company (the “Sponsor”). On September 30, 2023, the Company had not yet commenced any operations. All activities through September 30, 2023 relate to the Company’s formation and the initial public offering (“IPO”) and its Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year-end. The Company has up to 22 months from the closing of our initial public offering if we extend the period of time to consummate a Business Combination (the “Combination Period”). If the Company fails to consummate a Business Combination within the Combination Period, it will trigger its automatic winding up, liquidation and subsequent dissolution pursuant to the terms of the Company’s amended and restated memorandum and articles of association. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from the Company’s shareholders to commence such a voluntary winding up, liquidation and subsequent dissolution. On April 5, 2022, the Company consummated the IPO of 11,500,000 1,500,000 10.00 115,000,000 On October 30, 2023 during the Extraordinary General Meeting, the shareholders approved an amendment to the company’s Amended and Restated Memorandum and Articles of Association to extend the date up to six (6) months which the company must consummate a business combination to August 5, 2024. As of September 30, 2023, the Company have approximately 10 months to consummate a business combination if fully extend the period of time as the Amended and Restated Memorandum and Articles of Association. The Trust Account As of April 5, 2022, a total of $ 115,682,250 5,885,324 60,787,237 116,673,481 On October 30, 2023, an Extraordinary General Meeting of shareholders was held to approve the proposal to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination six (6) times for an additional one (1) month each time from February 5, 2024 to August 5, 2024. To effectuate each monthly extension, the Sponsor and/or its will deposit the lesser of (i) $ 50,000 0.033 2,412,260 The funds held in the Trust Account will be invested only in United States government treasury bills, bonds or notes having a maturity of 180 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in United States government treasuries. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s liquidation. Merger Agreement On April 12, 2023, Metal Sky entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Future Dao Group Holding Limited, a Cayman Islands exempted company (the “Future Dao”), and Future Dao League Limited, a Cayman Islands exempted company and wholly owned subsidiary of Future Dao (the “Merger Sub”). Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, (i) Merger Sub will merge with and into Metal Sky (the “First Merger”), with Metal Sky surviving the First Merger as a wholly owned subsidiary of Future Dao, and (ii) Metal Sky will merge with and into Future Dao (the “Second Merger” and together with the First Merger, the “Mergers”), with Future Dao surviving the Second Merger (the “Second Business Combination”). Immediately prior to the First Effective Time, Future Dao will effect a recapitalization of its equity securities (the “Recapitalization”) including a share split of each outstanding Future Dao Ordinary Share into such number of Future Dao Ordinary Shares, calculated in accordance with the terms of the Merger Agreement, such that, based on a value of $ 350 10.00 Termination of Merger Agreement On October 6, 2023, the parties to the Merger Agreement entered into a Termination of Agreement and Plan of Merger (the “Termination Agreement”), pursuant to which, among other things, the parties agreed to mutually terminate the Merger Agreement, pursuant to Section 10.01 (a) of the Merger Agreement, effective as of October 6, 2023 (the “Termination”). As a result of the Termination, the Merger Agreement will be of no further force and effect except as provided in Section 10.02 of the Merger Agreement, and the Transaction Agreements (as defined in the Merger Agreement) will either be terminated in accordance with their terms or be of no further force and effect. Neither party will be required to pay the other any fees or expenses as a result of the Termination. Metal Sky, Future Dao and Merger Sub have also agreed on behalf of themselves and their respective related parties, to a release of claims relating to the transactions contemplated under the Merger Agreement. Liquidity On April 5, 2022, the Company consummated the IPO of 11,500,000 10.00 115,000,000 Simultaneously with the consummation of the IPO, the Company sold to its Sponsor 330,000 10.00 3,300,000 Offering costs amounted to $ 5,704,741 2,300,000 2,875,000 529,741 25,000 115,682,250 As of September 30, 2023, the Company had $ 1,164 2,407,009 As of December 31, 2022, the Company had $ 178,652 71,597 In September 2021, the Company repurchased 1,437,500 25,000 2,875,000 25,000 375,000 20 Going Concern and Management Liquidity Plan As of September 30, 2023, the Company had $ 1,164 2,407,009 The Company’s liquidity needs up to the closing of the IPO on April 5, 2022 had been satisfied through proceeds from notes payable and advances from related party and from the issuance of common stock. In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with working capital. The Company’s management plans to continue its efforts to complete a Business Combination within the Combination Period after the closing of the Initial Public Offering. If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain other financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. We have 22 months from the closing of the Initial Public Offering to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. On October 30, 2023 during the Extraordinary General Meeting, the shareholders approved an amendment to the company’s Amended and Restated Memorandum and Articles of Association to extend the date up to six (6) months which the company must consummate a business combination to August 5, 2024. As of September 30, 2023, the Company have approximately 10 months to consummate a business combination if fully extend the period of time as the Amended and Restated Memorandum and Articles of Association. In connection with the Company’s assessment of going concern considerations in accordance with the Accounting Standards Codification (the “ASC”) issued by Financial Accounting Standards Board (the “FASB”) 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the financial statements. Restatement on Previously Issued Financial Statements In connection with the preparation of the 10-K for the year ended December 31, 2023, management of the Company identified that cash held in Trust Account (marketable securities held in Trust Account) and deferred underwriting commissions were improperly classified as current assets and current liabilities instead of noncurrent assets and noncurrent liabilities, respectively. In accordance with FASB ASC Topic 210 Balance Sheet, the fund held in the Trust Account should not be classified as current assets as it will be used for other than current operation purposes, and deferred offering commissions should not be classified as current liabilities as it will be settled out of the funds held in the Trust Account, the misclassification resulted in an overstatement of current assets and current liabilities, and an understatement of non-current assets and non-current liabilities as of April 5, 2022, June 30, 2022, September 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023 and September 30, 2023, respectively. The following table illustrates the impact of the restatement of the cash held in Trust Account (marketable securities held in Trust Account) and deferred underwriting commissions on the Company’s balance sheets as of September 30, 2023 and December 31, 2022: SCHEDULE OF RESTATEMENT OF CASH HELD IN TRUST ACCOUNT As of September 30, 2023: As Adjustment As Current assets: Marketable securities held in Trust Account $ 60,787,237 $ (60,787,237 ) $ - Total current assets 60,809,651 (60,787,237 ) 22,414 Noncurrent assets: Marketable securities held in Trust Account - 60,787,237 60,787,237 Total noncurrent assets - 60,787,237 60,787,237 Total assets 60,809,651 - 60,809,651 Current liabilities: Deferred underwriting commissions $ 2,875,000 $ (2,875,000 ) $ - Total current liabilities 5,304,423 (2,875,000 ) 2,429,423 Noncurrent liabilities: Deferred underwriting commissions - 2,875,000 2,875,000 Total noncurrent liabilities - 2,875,000 2,875,000 Total liabilities 5,304,423 - 5,304,423 As of December 31, 2022: As Adjustment As Current assets: Marketable securities held in Trust Account $ 116,673,481 $ (116,673,481 ) $ - Total current assets 116,891,816 (116,673,481 ) 218,335 Noncurrent assets: Marketable securities held in Trust Account - 116,673,481 116,673,481 Total noncurrent assets - 116,673,481 116,673,481 Total assets 116,891,816 - 116,891,816 Current liabilities: Deferred underwriting commissions $ 2,875,000 $ (2,875,000 ) $ - Total current liabilities 3,021,738 (2,875,000 ) 146,738 Noncurrent liabilities: Deferred underwriting commissions - 2,875,000 2,875,000 Total noncurrent liabilities - 2,875,000 2,875,000 Total liabilities 3,021,738 - 3,021,738 |