Future Dao Group Holding Limited entered into a definitive merger agreement to acquire Metal Sky Star Acquisition Corporation (NasdaqGM:MSSA) from M-Star Management Corporation and others for $350 million in a reverse merger transaction on April 12, 2023. The Proposed Transaction values Future Dao at a pre-transaction valuation of $350 million and its ordinary share after share split at a price of $10 per share. Upon closing, the current shareholders of Future Dao will continue to hold a majority of the outstanding shares and voting power of the combined company (the ?Combined Company?). Future Dao will designate a majority of the members of the board of directors of the Combined Company and Future Dao will operate through a publicly-traded holding company listed on the Nasdaq Stock Market. As of October 4, 2023, The Company?s IPO prospectus and Amended and Restated Memorandum and Articles of Association provide that the affirmative vote of the holders of at least two-thirds (2/3) of the Company?s ordinary shares entitled to vote which are present (in person or by proxy) at the Extraordinary General Meeting and which vote on the Extension Proposal is required to extend our corporate existence for an additional six (6) months to August 5, 2024, except in connection with, and effective upon, consummation of a business combination.

The board of directors of both Future Dao and MSSA have unanimously approved the Proposed Transaction and is subject to, among other things, the approval of the shareholders of Future Dao and MSSA and other customary closing conditions, including but not limited to a registration statement on Form F-4 (the "Registration Statement") to be filed by Future Dao being declared effective by the SEC, combined company having at least $5,000,001 of net tangible assets, directors and officers of SPAC shall have resigned, the listing application of Future Dao being approved by the Nasdaq Stock Market LLC and other customary closing condition. Future Dao, Metal Sky, certain Future Dao shareholders and Sponsor have entered into support agreements. The deal is expected to be completed later this year. Bill Huo and Robert C. Brighton of Becker & Poliakoff LLP and Ogier (Cayman) LLP are acting as legal advisors to MSSA. Wang Yu of King & Wood Mallesons and Conyers Dill & Pearman LLP are acting as legal advisors to Future Dao. VStock Transfer, LLC acted as a transfer agent for Metal Sky Star Acquisition Corporation.

Future Dao Group Holding Limited cancelled the acquisition of Metal Sky Star Acquisition Corporation (NasdaqGM:MSSA) from M-Star Management Corporation and others in a reverse merger transaction on October 6, 2023.