Financial Performance - For the six months ended June 30, 2023, the company reported a net income of $1,061,931 compared to a net loss of $11,255 for the same period in 2022, driven by interest income of $1,549,326 [117]. - For the six months ended June 30, 2023, net cash used in operating activities was $344,341, compared to $21,603 for the same period in 2022 [122]. - The company applies the two-class method for calculating earnings per share, excluding ordinary shares subject to possible redemption from the basic net loss per ordinary share calculation [140]. Financial Position - The company had an accumulated deficit of $4,613,145 and a working capital deficit of $1,734,940 as of June 30, 2023, raising substantial doubt about its ability to continue as a going concern [119]. - As of June 30, 2023, the company had investments held in the Trust Account amounting to $59,452,791, which are intended to be used for completing a Business Combination [124]. - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2023 [128]. Capital Raising and Costs - The company generated gross proceeds of $115,000,000 from its Initial Public Offering of 11,500,000 Units on April 5, 2022, and an additional $3,300,000 from the sale of 330,000 Private Units [121]. - The company incurred $5,704,741 in transaction costs related to the Initial Public Offering, including $2,300,000 in underwriting fees [122]. - The company plans to raise additional capital to meet its operational needs and to finance transaction costs related to the Business Combination [127]. Business Combination - The company entered into a Merger Agreement with Future Dao Group Holding Limited, with the Business Combination expected to close prior to the end of 2023 [134]. - The company has a contractual obligation to pay the Sponsor a monthly fee of $10,000 for general and administrative services until the completion of a Business Combination [129]. Risk Management - As of June 30, 2023, the company was not subject to any market or interest rate risk, with net proceeds from the Initial Public Offering invested in U.S. government securities and money market funds [142]. - The management does not anticipate that any recently issued accounting standards will have a material effect on interim financial statements [141].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41344 METAL SKY STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) | --- | |------------------------- ...

Business Combination Risks - The company is a blank check company with no operating history and no revenues, making it difficult to evaluate its ability to achieve business objectives [62]. - The company has no plans or arrangements for a business combination, which may hinder its ability to generate operating revenues [62]. - The COVID-19 pandemic has adversely impacted business operations and may restrict the ability to complete a business combination due to travel limitations and market conditions [64]. - The ability to raise equity and debt financing may be affected by COVID-19, leading to increased market volatility and decreased liquidity [66]. - Recent events in the financial services industry, such as the closure of Silicon Valley Bank, could adversely affect the company's access to funding sources [68]. - The company must complete its initial business combination within 9 months, which may limit due diligence and negotiation leverage with target businesses [88]. - If the company fails to complete the business combination within the prescribed time frame, it may liquidate and public shareholders could receive only $10.00 per share [89]. - The company must complete its initial business combination within 9 months from the closing of its initial public offering, extendable up to 22 months with additional funding [90]. - If the initial business combination is not completed within the specified time, public shareholders may receive approximately $10.00 per share, or less in certain circumstances, upon redemption [110]. - The company may incur significant costs in pursuit of a business combination, and if additional capital is needed, it may have to rely on loans from sponsors or management [118]. - If third parties bring claims against the company, the proceeds held in the trust account could be reduced, affecting the per-share redemption amount for shareholders [122]. - The company may be required to take write-downs or incur impairment charges after the initial business combination, negatively impacting its financial condition and share price [120]. - If the trust account proceeds are reduced below $10.00 per public share, shareholders may receive less than this amount upon liquidation [127]. - The company may complete a business combination with a private company with limited available information, risking the acquisition of a less profitable entity than anticipated [210]. - The company may face foreign investment regulations that could hinder its ability to complete a business combination with a U.S. target company [217]. - The company may be unable to secure additional financing for the business combination or to fund the target's operations and growth, potentially leading to restructuring or abandonment of the deal [227]. Financial Condition and Liquidity - As of December 31, 2022, the company had approximately $178,652 in cash, raising substantial doubt about its ability to continue as a going concern [117]. - Only $682,250 of the net proceeds from the initial public offering and private placement units was available outside the trust account for working capital requirements [119]. - The company may not have sufficient funds outside the trust account to operate for at least 9 months, which could hinder the completion of the initial business combination [113]. - The company may incur substantial debt to complete a business combination, which could adversely affect leverage and financial condition [198]. - The company may require additional financing to fund operations or growth of the target business, which could adversely affect its development [228]. Shareholder Rights and Governance - The company may not hold a shareholder vote for its initial business combination unless required by law, which could lead to a situation where a majority of public shareholders do not support the combination [75]. - The sponsor and directors have agreed to vote in favor of the initial business combination, potentially influencing the outcome [76]. - Public shareholders may lose the ability to redeem shares exceeding 15% of those sold in the initial public offering if certain conditions are met [107]. - The rights and warrants of public shareholders will expire worthless if the initial business combination is not completed [110]. - The company does not have a specified maximum redemption threshold, allowing for a business combination even if a substantial majority of shareholders disagree [214]. - The company may need to amend its governing documents to facilitate the completion of a business combination, which could be easier than in other blank check companies [223]. - The company is required to hold an annual meeting no later than one year after its first fiscal year end following its NASDAQ listing, unless it remains a foreign private issuer [142]. Market and Competitive Environment - The company expects intense competition for business combination opportunities from well-established entities with greater resources [111]. - The company may seek acquisition opportunities in industries outside of its management's areas of expertise, which could affect the evaluation of significant risk factors [153]. - The company may only complete one business combination with the proceeds from the IPO, leading to a lack of diversification in operations [202]. - The company may pursue simultaneous business combinations with multiple targets, which could increase costs and risks, potentially impacting operations and profitability [208]. Regulatory and Compliance Issues - The company does not believe its anticipated activities will subject it to the Investment Company Act, which could impose burdensome compliance requirements [134]. - Compliance with the Sarbanes-Oxley Act may require substantial financial and management resources, increasing the time and costs of completing an acquisition [247]. - The company may face difficulties in protecting investor interests due to its incorporation under the laws of the Cayman Islands, limiting the ability to enforce judgments in U.S. courts [250]. - The determination of the offering price of the units is considered more arbitrary than that of an operating company, as the company has no historical operations or financial results [239]. - The company may face challenges in enforcing legal rights and federal securities laws due to the majority of directors and officers potentially residing outside the United States [256]. Management and Personnel - The company relies on a small group of officers and directors, and their unexpected departure could adversely affect operations and profitability [171]. - Key personnel's efforts are crucial for the success of the initial business combination, and their loss could negatively impact the post-combination business [172]. - The company may have limited ability to assess the management of prospective target businesses, potentially leading to poor management choices [177]. Share Issuance and Dilution - The company may issue up to 50,000,000 ordinary shares, with 41,180,324 authorized but unissued ordinary shares available for issuance [163]. - The issuance of additional ordinary shares or preference shares may significantly dilute the equity interest of investors in the initial public offering [164]. - The exercise price of the warrants may be adjusted to 115% of the higher of the market value or newly issued price if certain conditions are met, potentially complicating the initial business combination [237]. - The company has the ability to redeem outstanding warrants at a price of $0.01 per warrant if the last reported sales price of ordinary shares equals or exceeds $18.00 for any 20 trading days within a 30 trading-day period [232]. Miscellaneous - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from disclosure requirements, which may affect the attractiveness of its securities to investors [244]. - The company may remain a smaller reporting company until certain market value or revenue thresholds are exceeded, which could limit the comparability of its financial statements with other public companies [246]. - Provisions in the company's amended memorandum may inhibit takeovers, potentially limiting future share prices [254]. - The company may discourage unsolicited takeover proposals through provisions such as two-year director terms and the ability to issue new preference shares [255]. - If the company completes a business combination with a foreign entity, it will be subject to various additional risks, including currency fluctuations and trade barriers [260].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41344 METAL SKY STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other ...

Commission File No. 001-41344 METAL SKY STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to | Cayman Islands | N/A | | --- | - ...