Item 1.01 Entry into a Material Definitive Agreement.





Merger Agreement



The Merger

Metal Sky Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the "Metal Sky"). 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 "Business Combination").

Pursuant to the Merger Agreement and subject to the approval of the shareholders of Metal Sky and Future Dao, among other things, (i) immediately prior to the effective time of the First Merger (the "First Effective Time"), each Ordinary Share of Metal Sky, par value $0.001 per share (the "Metal Sky Shares"), issued and outstanding, will automatically be converted into the right of the holder thereof to receive one Class A ordinary share of Future Dao (the "Future Dao Class A Ordinary Share") after giving effect to the Share Split (as defined below), and will automatically be canceled upon consummation of the First Merger; (ii) each issued and outstanding warrant of Metal Sky sold to the public and to M-Star Management Corporation, a Cayman Islands limited liability company (the "Sponsor"), in a private placement in connection with Metal Sky's initial public offering (the "Metal Sky Warrants") will automatically and irrevocably be assumed by Future Dao and converted into a corresponding warrant exercisable for Future Dao Class A Ordinary Shares (the "Future Dao Warrants"); (iii) each ten (10) issued and outstanding Rights of Metal Sky (the "Metal Sky Rights") will automatically and irrevocably be assumed by Future Dao and converted into one (1) corresponding Future Dao Class A Ordinary Share. No fractional Future Dao Class A Ordinary Shares will be issued in connection with such conversion and the number of Future Dao Class A Ordinary Shares to be issued to such holder upon such conversion will be rounded down to the nearest whole number and no cash will be paid in lieu of such Metal Sky Rights. Immediately prior to the First Effective Time, each issued and outstanding unit of Metal Sky (the "Metal Sky Unit"), consisting of one Metal Sky Ordinary Share, one Metal Sky Right and one Metal Sky Warrant, will be automatically separated (the "Unit Separation") and the holder thereof will be deemed to hold one Metal Sky Ordinary Share, one Metal Sky Right and one Metal Sky Warrant.

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 million for all of the outstanding Future Dao Ordinary Shares, each Future Dao Ordinary Share will have a value of $10.00 per share after giving effect to such share split (the "Share Split").

The Business Combination has been unanimously approved by the boards of directors of both Metal Sky and Future Dao pursuant to a written resolution. The Business Combination is expected to close prior to the end of 2023.





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Conditions to Closing

The consummation of the Business Combination is conditioned upon, among other things: (i) receipt of the required approval by the Metal Sky shareholders; (ii) receipt of the required approval by the Future Dao shareholders; (iii) after giving effect to the exercise of the redemption rights of the Metal Sky shareholders (the "Metal Sky Shareholder Redemption"), the combined company having at least $5,000,001 of net tangible assets immediately after the consummation of the Second Merger (the "Second Effective Time"); (iv) the absence of any law or governmental order enjoining, prohibiting or making illegal the consummation of the Mergers; (v) the approval for listing of Future Dao Ordinary Shares and/or Future Dao Warrants in connection with the Mergers upon the Closing (as defined in the Merger Agreement) on Nasdaq (as defined below), subject only to official notice of issuance thereof; (vi) effectiveness of the Registration Statement (as defined below) in accordance with the Securities Act of 1933, as amended (the "Securities Act"), and the absence of any stop order issued by the Securities and Exchange Commission ("SEC") which remains in effect with respect to the Registration Statement; (vii) completion of the Recapitalization of Future Dao's share capital in accordance with the terms of the Merger Agreement and Future Dao's organizational documents; (viii) necessary consents, approvals and authorizations, including but not limited to, regulatory approval by Nasdaq and the SEC, necessary third-party approvals and the expiration of any waiting period under the Hart-Scott-Rodino Act, if applicable; and (ix) the termination of the Trust Deed by and among Future Dao, Eminent Investment Limited and the Core Trust Company and the cancelation and termination of the Equity Trust (as defined in the Merger Agreement), or the taking of such other action with respect to the Equity Trust that is reasonably satisfactory to Metal Sky and the Metal Sky shareholder representative.

The obligations of Future Dao and Merger Sub to consummate the Business Combination are also conditioned upon, among other things: (i) the accuracy of the representations and warranties of Metal Sky (subject to certain materiality standards set forth in the Merger Agreement); (ii) material compliance by Metal Sky with its pre-closing covenants; (iii) resignation or removal of directors and officers of Metal Sky, effective as of or prior to the Closing, and delivery of such resignation letters (which are in form and substance reasonably satisfactory to Future Dao) to Future Dao; and (iv) the absence of any effect, development, circumstance, fact, change or event since the date of the Merger Agreement that, individually or in the aggregate, has had, or would reasonably be expected to prevent or materially delay or materially impair the ability of Metal Sky to consummate the Transactions (as defined in the Merger Agreement) or otherwise have a material adverse effect on the Transactions.

The obligation of Metal Sky to consummate the Business Combination is also conditioned upon, among other things: (i) the accuracy of the representations and warranties of Future Dao (subject to certain materiality standards set forth in the Merger Agreement); (ii) material compliance by Future Dao with its pre-closing covenants; (iii) the absence of any effect, development, circumstance, fact, change or event since the date of the Merger Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect with respect to Future Dao that is continuing and uncured, (iv) (x) compliance in all respects material to Future Dao and its subsidiaries taken as of whole, by Future Dao and its subsidiaries with the law of the jurisdiction(s) in which it will operate its Bitcoin mining business and (y) satisfaction of all the legal requirements of the jurisdiction(s) in which it will operate its Bitcoin mining business, and (iv) delivery to SPAC of a written memorandum of legal counsel licensed in such jurisdiction(s) to the effect that (x) among all permits as applicable to the Bitcoin mining business (A) the conduct of the Bitcoin mining business in such jurisdiction may be commenced prior to the issuance by the relevant government authorities of the permits or (B) no material obstacle exists for Future Dao and/or its subsidiaries to obtain the permits in the future, and (y) among all requirements of law of such jurisdiction applicable to the Bitcoin mining business, (A) the conduct of the Bitcoin mining business may be commenced prior to compliance with the requirements with the legal requirements of such jurisdiction or (B) no material obstacle exists for Future Dao and/or its subsidiaries to become in compliance with the legal requirements in the future.





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Covenants

The Merger Agreement includes customary covenants of the parties with respect to efforts to satisfy conditions to the consummation of the Business Combination. The covenants under the Merger Agreement include, among other things, covenants providing for the following: (i) Future Dao's agreement to (y) operate its business in the ordinary course prior to the closing of the Merger (with certain exceptions) and not to take certain specified actions without the prior written consent of Metal Sky, and (z) subject to certain customary legal and other exceptions, provide Metal Sky with access to the books, records and financial records of Future Dao and its subsidiaries, and information about the operations and other affairs of Future Dao and its subsidiaries, (ii) Future Dao acknowledging and agreeing that it has no claim against the trust account established for the benefit of the shareholders of Metal Sky; and (ii) Metal . . .

Item 7.01 Regulation FD Disclosure

On April 12, 2023, Metal Sky and Future Dao issued a press release announcing the execution of the Merger Agreement. Attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the copy of the press release.

The information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01.





                               IMPORTANT NOTICES

Additional Information and Where to Find It

This Current Report on Form 8-K relates to a proposed transaction between Metal Sky and Future Dao. This Current Report on Form 8-K does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Metal Sky and Future Dao intend to file a joint proxy statement/prospectus on Form F-4 with the SEC, which will include a document that serves as a proxy statement of Metal Sky. The proxy statement/prospectus will be sent to all Metal Sky shareholders in connection with Metal Sky's solicitation of proxies for the vote by its shareholders in connection with the proposed business combination and the other matters as will be described in such proxy statement. The registration statement will also include a prospectus relating to Future Dao's securities to be issued in connection with the proposed transaction. Metal Sky also will file other documents regarding the proposed transaction with the SEC. After the registration statement is filed and declared effective, Metal Sky will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date to be established for voting on the proposed transaction. Before making any voting decision, investors and security holders of Metal Sky are urged to read the registration statement, the proxy statement/prospectus, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.

Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Metal Sky through the website maintained by the SEC at www.sec.gov.

The documents filed by Metal Sky with the SEC also may be obtained free of charge upon written request to Metal Sky Star Acquisition Corporation, 132 West 31st Street, First Floor, New York, NY 10001.

Participants in Solicitation

Metal Sky, Future Dao, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Metal Sky shareholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Metal Sky's shareholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus included in the Registration Statement to be filed with the SEC in connection with the proposed transaction. You can find more information about Metal Sky's directors and executive officers in Metal Sky's final prospectus related to its initial public offering dated March 31, 2022. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.





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No Offer or Solicitation

This Current Report on Form 8-K is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Forward-Looking Statements Legend

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Future Dao and Metal Sky. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Metal Sky's securities, (ii) the risk that the transaction may not be completed by Metal Sky's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Metal Sky, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the shareholders of Metal Sky and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vi) the effect of the announcement or pendency of the transaction on Future Dao's business relationships, operating results, and business generally, (vii) risks that the proposed transaction disrupts current plans and operations of Future Dao and potential difficulties in Future Dao employee retention as a result of the transaction, (viii) the outcome of any legal proceedings that may be instituted against Future Dao or against Metal Sky related to the Merger Agreement or the proposed transaction, (ix) the ability to obtain approval for listing or maintain the listing of Future Dao's securities on a national securities exchange, (x) the price of Metal Sky's securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which Future Dao operates, variations in operating performance across competitors, changes in laws and regulations affecting Future Dao's business, Future Dao's inability to implement its business plan or meet or exceed its financial projections and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, (xii) the amount of redemption requests made by Metal Sky's public shareholders, (xiii) costs related to the proposed business combination, and (xiv) the effects of natural disasters, terrorist attacks and the spread and/or abatement of infectious diseases, such as COVID-19, on the proposed transactions or on the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transactions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of Metal Sky's registration statement on Form S-1 (File No. 333-260251), the joint proxy statement/prospectus on Form F-4 discussed above and other documents filed by Metal Sky from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Future Dao and Metal Sky assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Future Dao nor Metal Sky gives any assurance that either Future Dao or Metal Sky, or the combined company, will achieve its expectations.





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Item 9.01. Financial Statements and Exhibits.





 (d) Exhibits




2.1*    Agreement and Plan of Merger, dated as of April 12, 2023
10.1    Sponsor Voting and Support Agreement, dated as of April 12, 2023
10.2    Sponsor Lock-Up Agreement, dated as of April 12, 2023
10.3    Future Dao Shareholder Lock-Up and Support Agreement, dated as of April
      12, 2023
10.4    Form of Registration Rights Agreement
10.5    Equipment Contribution and Share Escrow Agreement dated as of April 12,

2023


99.1    Press Release dated April 12, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL
      document)

* Certain exhibits and schedules, have been omitted pursuant to Item 601(b)(2) of

Regulation S-K. Metal Sky hereby undertakes to furnish a supplemental copy of

the omitted exhibits and schedules upon request by the SEC; provided, however,

that Metal Sky may request confidential treatment for any such exhibits or


   schedules so furnished.




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