Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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, 2024

☐ 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 jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

221 River Street, 9th Floor,

Hoboken, New Jersey 07030

(Address of Principal Executive Offices, including zip code)

(332) 237-6141

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Ordinary Share, $0.001 par value, one redeemable warrant, and one right	MSSAU	The Nasdaq Stock Market LLC
Ordinary Shares, $0.001 par value	MSSA	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share	MSSAW	The Nasdaq Stock Market LLC
Rights to receive one-tenth (1/10^th) of one Ordinary Share	MSSAR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☒	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

Indicate the number of shares outstanding of each of the registrant’s classes of ordinary shares, as of the latest practicable date: As of September 16, 2024, there were 6,407,416 ordinary shares, par value $0.001, issued and outstanding.

METAL SKY STAR ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTER ENDED March 31, 2024

TABLE OF CONTENTS

	Page
Part I. Financial Information	1
Item 1. Financial Statements	1
Balance Sheets (Unaudited)	1
Statements of Operations (Unaudited)	2
Statements of Changes in Shareholders’ Deficit (Unaudited)	3
Statements of Cash Flows (Unaudited)	4
Notes to Unaudited Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	22
Item 4. Controls and Procedures	22

Part II. Other Information	22
Item 1. Legal Proceedings	22
Item 1A. Risk Factors	22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3. Defaults Upon Senior Securities	24
Item 4. Mine Safety Disclosures	24
Item 5. Other Information	24
Item 6. Exhibits	24

Part III. Signatures	25

Part I. Financial Information

Item 1. Financial Statements

METAL SKY STAR ACQUISITION CORPORATION

BALANCE SHEETS

	March 31,			December 31,
	2024			2023
	(Unaudited)
ASSETS
Current Assets:
Prepaid expense	$	600		$	1,875
Total Current Assets		600			1,875

Non-current Assets
Marketable securities held in trust account		36,067,927			35,359,088
Total Non-current Assets		36,067,927			35,359,088
TOTAL ASSETS	$	36,068,527		$	35,360,963

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accrued expenses	$	404,824		$	298,280
Due to Sponsor		429,834			375,834
Promissory note - Sponsor		2,422,403			2,172,403
Total Current Liabilities		3,257,061			2,846,517

Non-current Liabilities:
Deferred underwriting commissions		2,875,000			2,875,000
Total Non-current Liabilities		2,875,000			2,875,000

TOTAL LIABILITIES		6,132,061			5,721,517

Commitments and contingencies (Note 6)		-			-
Ordinary shares subject to possible redemption, 3,202,416 and 11,500,000 shares at redemption value at March 31, 2024 and December 31, 2023, respectively		36,017,927			35,409,088

Shareholders’ Deficit:
Ordinary shares, $0.001 par value; 50,000,000 shares authorized; 3,205,000 and 3,205,000 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively, excluding 3,202,416 and 11,500,000 shares subject to possible redemption at March 31, 2024 and December 31, 2023, respectively		3,205			3,205
Accumulated deficit		(6,084,666	)		(5,772,847	)
Total Shareholders’ Deficit		(6,081,461	)		(5,769,642	)

TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT	$	36,068,527		$	35,360,963

The accompanying notes are an integral part of the unaudited financial statements.

METAL SKY STAR ACQUISITION CORPORATION

STATEMENT OF OPERATIONS

(Unaudited)

	For the Three Months Ended March 31, 2024			For the Three Months Ended March 31, 2023
Formation and operational costs	$	161,819		$	263,418
Loss from operation costs		(161,819	)		(263,418	)

Other income:
Interest earned on marketable securities held in trust account		301,779			636,054
Unrealized gain on marketable securities held in trust account		157,060			222,866
Total other income		458,839			858,920

Income before income taxes		297,020			595,502

Income tax (benefit) expense		-			-
Net income	$	297,020		$	595,502

Basic and diluted weighted average shares outstanding - ordinary shares subject to redemption		3,202,416			7,117,757
Basic and diluted net loss per share	$	0.14		$	0.13

Basic and diluted weighted average shares outstanding - non redeemable ordinary shares (Note 5)		3,205,000			3,205,000
Basic and diluted net loss per share	$	(0.05	)	$	(0.10	)

The accompanying notes are an integral part of the unaudited financial statements.

METAL SKY STAR ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the three months ended March 31, 2024 and March 31, 2023

(Unaudited)

	Shares		Amount		Deficit			Deficit
	Ordinary Shares				Accumulated			Total Shareholders’
	Shares		Amount		Deficit			Deficit
Balance at December 31, 2023		3,205,000	$	3,205	$	(5,772,847	)	$	(5,769,642	)
Subsequent measurement of ordinary shares subject to possible redemption (additional funding for business combination extension)		-		-		(150,000	)		(150,000	)
Subsequent measurement of ordinary shares subject to redemption (interest earned and unrealized gain on trust account)		-		-		(458,839	)		(458,839	)
Net Income		-		-		297,020			297,020
Balance at March 31, 2024		3,205,000	$	3,205	$	(6,084,666	)	$	(6,081,461	)

	Ordinary Shares				Accumulated			Total Shareholders’
	Shares		Amount		Deficit			Deficit
Balance at December 31, 2022		3,205,000	$	3,205	$	(2,806,608	)	$	(2,803,403	)
Balance		3,205,000	$	3,205	$	(2,806,608	)	$	(2,803,403	)
Subsequent measurement of ordinary shares subject to possible redemption (additional funding for business combination extension)		-		-		(757,676	)		(757,676	)
Subsequent measurement of ordinary shares subject to redemption (interest earned and unrealized gain on trust account)		-		-		(858,920	)		(858,920	)
Net Income		-		-		595,502			595,502
Balance at March 31, 2023		3,205,000	$	3,205	$	(3,827,702	)	$	(3,824,497	)
Balance		3,205,000	$	3,205	$	(3,827,702	)	$	(3,824,497	)

The accompanying notes are an integral part of the unaudited financial statements.

METAL SKY STAR ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended March 31, 2024			For the Three Months Ended March 31, 2023
Cash flows from operating activities:
Net income	$	297,020		$	595,502
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in trust account		(301,779	)		(636,054	)
Unrealized gain on marketable securities held in trust account		(157,060	)		(222,866	)
Amortization		1,875			38,861
Net changes in operating assets & liabilities:
Prepaid expenses		(600	)		-
Due to Sponsor		54,000			-
Accrued expenses		106,544			142,398
Net cash used in operating activities		-			(82,159	)

Cash flows from investing activities:
Investment of cash in trust account		(250,000	)		(757,676	)
Cash withdrawn from trust account to redeem public shares		-			60,089,158
Net cash provided by (used in) investing activities		(250,000	)		59,331,482

Cash flows from financing activities:
Proceeds of Sponsor Loan		250,000			793,551
Redemption of public shares		-			(60,089,158	)
Net cash provided by (used in) financing activities		250,000			(59,295,607	)

Net change in cash and cash equivalents		-			(46,284	)
Cash and cash equivalents at beginning of period		-			178,652
Cash and cash equivalents at end of period	$	-		$	132,368

Supplemental disclosure of non-cash investing and financing activities:
Subsequent measurement of ordinary shares subject to redemption (interest earned, unrealized gain on trust account and additional funding for business combination extension)	$	608,839		$	1,616,596

The accompanying notes are an integral part of the unaudited financial statements.

Note 1 – Description of Organization and Business Operations

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”). At March 31, 2024, the Company had not yet commenced any operations. All activity through March 31, 2024 relates to the Company’s formation and the proposed 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 initially had 9 months from the closing of the IPO (or up to 28 months from the closing of our initial public offering if we extend the period of time to consummate a business combination) 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 units which includes an additional 1,500,000 units as a result of the underwriters’ fully exercise of the over-allotment, at $10.00 per Unit, generating gross proceeds of $115,000,000, which is described in Note 3.

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 March 31, 2024, the Company have approximately 4 months to consummate a business combination if fully extend the period of time as the Amended and Restated Memorandum and Articles of Association.

On August 6, 2024, the Company filed the preliminary proxy statements to SEC, which had proposed to amend the memorandum and articles of association of the Company to extend the date of consummate a business combination to April 5, 2025. For further information reference to Note 9.

The Trust Account

As of April 5, 2022, a total of $115,682,250 of the net proceeds from the IPO and the private placement transaction completed with the Sponsor, was deposited in a trust account established for the benefit of the Company’s public shareholders with Wilmington Trust, National Association acting as trustee.

As of March 31, 2024 and December 31, 2023, the Company had $36,067,927 and $35,359,088 held in the Wilmington Trust account, respectively.

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 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.

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 units (including the exercise of the over-allotment option by the underwriters in the IPO) at $10.00 per unit (the “Public Units’), generating gross proceeds of $115,000,000. Each Unit consists of one ordinary share, one redeemable warrant to purchase one ordinary share (each a “Warrant”, and, collectively, the “Warrants”), and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of a Business Combination.

Simultaneously with the consummation of the IPO, the Company sold to its Sponsor 330,000 units at $10.00 per unit in a private placement generating total gross proceeds of $3,300,000 which is described in Note 4.

Offering costs amounted to $5,704,741 consisting of $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees, and $529,741 of other offering costs. Except for $25,000 of subscription of ordinary shares (as defined in Note 5), the Company received net proceeds of $115,682,250 from the IPO and the private placement.

As of March 31, 2024 and December 31, 2023, the Company had nil of cash held in escrow, $3,256,461 and $2,844,642 of working deficit, respectively.

In September 2021, the Company repurchased 1,437,500 of founder shares for $25,000. In September 2021, the Company issued 2,875,000 of founder shares for $25,000 which include an aggregate of up to 375,000 ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding ordinary shares after the IPO. On April 5, 2022, the underwriter exercised the over-allotment option in full, accordingly, no Founder Shares are subject to forfeiture.

Going Concern and Management Liquidity Plan

As of March 31, 2024, the Company had nil in cash and working capital deficit of $3,256,461.

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 ordinary shares.

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.

The Company has filed a preliminary proxy statement to amend its Amended and Restated Memorandum and Articles of Association, extending the deadline for consummating a business combination to April 5, 2025. The Company will have approximately 12 months to consummate a business combination as of March 31, 2024.

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.

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”), in Topic 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.

Note 2 –Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company have cash held in escrow nil as of March 31, 2024 and December 31, 2023 respectively. The Company did not have any cash equivalents as of March 31, 2024 and December 31, 2023.

Marketable Securities Held in Trust Account

As per ASC Topic 230, “Statement of Cash Flow” (“ASC 230”), operating cash flows include interest and dividend income receipts related to investments in other reporting entities or deposits with financial institutions (i.e., returns on investment). Interest income earned on Investments held in Trust Account is fully reinvested into the Trust Account and therefore considered as an adjustment to reconcile net profit/(loss) to net cash used in operating activities in the Statements of Cash Flows. Such interest income reinvested will be used to redeem all or a portion of the ordinary shares upon the completion of a business combination.

At March 31, 2024, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s marketable securities held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of marketable securities held in Trust Account are included in interest earned and unrealized gain on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

The securities are presented on the balance sheets at fair value at the end of each reporting period. Earnings on these securities are included in dividends, interest earned, and unrealized gain on marketable securities held in Trust Account in the accompanying statements of operations and are automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets for identical assets.

During the three months ended March 31, 2024, interest earned from the Trust account amounted to $458,839, which $301,779 was reinvested in the Trust Account. $157,060 was also recognized as unrealized gain on investments held in the Trust account during the three months ended March 31, 2024.

During the three months ended March 31, 2023, interest earned from the Trust account amounted to $858,920, which $636,054 was reinvested in the Trust Account. $222,866 was also recognized as unrealized gain on investments held in the Trust account during the three months ended March 31, 2023.

Deferred Offering Costs

Offering costs consisted of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that directly related to the IPO. As of April 5, 2021, offering costs amounted to $5,704,741 consisting of $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees, and $529,741 of other offering costs. The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company allocates offering costs between public shares, public rights and public warrants based on the estimated fair values of public shares and public rights at the date of issuance.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company had generated interest income from the Marketable securities held in trust that is the Unite States sources investment, which is tax exemption interest and dividends. There were no unrecognized tax benefits as of March 31, 2024 and December 31, 2023 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

On August 16, 2022, the U.S. Government enacted legislation commonly referred to as the Inflation Reduction Act. The main provisions of the Inflation Reduction Act (the IRA) that we anticipate may impact us is a 1% excise tax on share repurchases. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Because there is possibility that the Company may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes parent or affiliate to the Company and the Company may become a “covered corporation” as a listed Company in Nasdaq. On July 13, 2023, 2,436,497 public shares were rendered for redemption in connection with an extension vote (see Note 1). The management team has evaluated the IRA as of March 31, 2024, and does not accrue any excise tax related to the redemption as the Company believes it is not a “covered corporation” under Internal Revenue Code Section 4501. The management team will continue to evaluate its impact.

The provision for income taxes was deemed to be immaterial for the three months ended March 31, 2024 and 2023.

Net Income Per Share

Net income per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The calculation of diluted income (loss) per ordinary shares does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 5,915,000 shares of ordinary shares in the aggregate. As of March 31, 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary shares is the same as basic net income per ordinary shares for the periods presented.

The net income (loss) per share presented in the statement of operations is based on the following:

Schedule of Statement of Operations

	For the Three Months Ended March 31, 2024			For the Three Months Ended March 31, 2023
Net income	$	297,020		$	595,502
Less: remeasurement to redemption value		(150,000	)		(757,676	)
Less: Interest and dividends earned in Trust Account to be allocated to redeemable shares		(458,839	)		(858,920	)
Net loss excluding investment income in Trust Account	$	(311,819	)	$	(1,021,094	)

Basic and Diluted net income (loss) per share:	Non-redeemable shares			Redeemable shares			Non-redeemable shares			Redeemable shares
	For the Three Months Ended March 31, 2024						For the Three Months Ended March 31, 2023
Basic and Diluted net income (loss) per share:	Non-redeemable shares			Redeemable shares			Non-redeemable shares			Redeemable shares
Numerators:
Allocation of net losses	$	(155,972	)	$	(155,847	)	$	(317,028	)	$	(704,066	)
Accretion of temporary equity		-			150,000			-			757,676
Accretion of temporary equity – (interest earned and unrealized gain on trust account)		-			458,839			-			858,920
Allocation of net income (loss)	$	(155,972	)	$	452,992		$	(317,028	)	$	912,530

Denominators:
Weighted-average shares outstanding		3,205,000			3,202,416			3,205,000			7,117,757
Basic and diluted net income (loss) per share	$	(0.05	)	$	0.14		$	(0.10	)	$	0.13

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Warrants

The Company evaluates the Public and Private Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in FASB ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. Pursuant to such evaluation, both Public and Private Warrants will be classified in shareholders’ equity.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value (plus any interest earned on the Trust Account) as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Note 3. Initial Public Offering

On April 5, 2022, the Company sold 11,500,000 Units (including the issuance of 1,500,000 Units as a result of the underwriter’s fully exercise of the over-allotment) at a price of $10.00 per Unit, generating gross proceeds of $115,000,000 related to the IPO. Each Unit consists of one ordinary share, one redeemable warrant (each a “Warrant”, and, collectively, the “Warrants”), and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an Initial Business Combination. Each one redeemable warrant entitles the holder thereof to purchase one ordinary share, and each ten rights entitle the holder thereof to receive one ordinary share at the closing of a Business Combination. No fractional shares issued upon separation of the Units, and only whole Warrants will trade.

The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to an additional 1,500,000 Public Units to cover over-allotments. On April 5, 2022, the underwriter exercised the over-allotment option in full to purchase 1,500,000 Public Units, at a purchase price of $10.00 per Public Unit, generating gross proceeds to the Company of $15,000,000 (see Note 7).

On January 26, 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 twelve (12) times for an additional one (1) month each time from February 5, 2023 to February 5, 2024. In connection with the Extraordinary General Meeting, a total of 5,885,324 ordinary shares were presented for redemption in connection with the Extraordinary General Meeting.

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 Company and/or its Sponsor will deposit the lesser of (i) $50,000 for all remaining public shares and (ii) $0.033 for each remaining public share into the Trust Account. In connection with the Extraordinary General Meeting, a total of 2,412,260 ordinary shares were presented for redemption in connection with the Extraordinary General Meeting.

At March 31, 2024, the ordinary shares reflected in the balance sheet are reconciled in the following tables:


Gross proceeds from public shares	$	115,000,000
Less:
Proceeds allocated to public rights		(8,510,000	)
Proceeds allocated to public warrants		(5,290,000	)
Allocation of offering costs related to ordinary shares		(5,020,172	)
Redemption of Public Shares		(86,382,792	)
Plus:
Accretion of carrying value to redemption value		21,137,903
Subsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on trust account)		5,082,988
Ordinary shares subject to possible redemption (plus any interest earned on the Trust Account)	$	36,017,927

Note 4 – Private Placement

The Sponsor has committed to purchase an aggregate of 300,000 Placement Units (or 330,000 Placement Units if the underwriters’ over-allotment is exercised in full) at a price of $10.00 per Placement Unit, ($3,000,000 in the aggregate, or $3,300,000 in the aggregate if the underwriters’ over-allotment is exercised in full), from the Company in a private placement that will occur simultaneously with the closing of the IPO (the “Private Placement”). On April 5, 2022, simultaneously with the consummation of the IPO transaction, the Company received Private Placement funds of $3,300,000 from the Sponsor and consummated the Private Placement transaction. The private units are identical to the Public Units sold in the IPO.

Note 5 – Related Party Transactions

Founder Shares

In May 2021, Harneys Fiduciary (Cayman) Limited transferred one ordinary share to the Sponsor for par value. On July 5, 2021 the Company redeemed the one share for par value and the Sponsor purchased 1,437,500 ordinary shares for an aggregate price of $25,000.

The 1,437,500 founder shares (for purposes hereof referred to as the “Founder Shares”) include an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the IPO.

In September 2021, the Company repurchased 1,437,500 of founder shares for $25,000. In September 2021, the Company issued 2,875,000 of founder shares for $25,000 which include an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the IPO. On April 5, 2022, the underwriter exercised its over-allotment option, as a result, no Founder Shares are subject to forfeiture.

Administrative Services Agreement

The Company entered into an administrative services agreement, commencing on April 5, 2022, through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay to the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. For the three months ended March 31, 2024, the Company incurred $30,000 in fees for these services.

Promissory Note — Related Party

On June 15, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 (the “Pre-IPO Promissory Note”). On December 15, 2021, Company amended the Pre-IPO Promissory Note to extend the due date. The Pre-IPO Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation of the IPO, which was paid off as of April 5, 2022.

On January 3, 2023, the Company issued a promissory note in the principal amount of up to $1,000,000 (the “Promissory Note”) to M-Star Management Corp. Pursuant to which the Sponsor shall loan to the Company up to $1,000,000 to pay the extension fee and transaction cost. The Notes bear no interest and are repayable in full upon the earlier of (a) December 31, 2023 or (b) the date of the consummation of the Company’s initial business combination. The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. On April 18, 2023, the Company amended and restated Promissory Note (the “First Amended Promissory Note”) in order to increase the available principal amount from $1,000,000 to $2,500,000, and b) change the repayment term as repayable in full upon the date of the consummation of the Company’s initial business combination. On December 22, 2023, the Company amended and restated Promissory Note (the “Second Amended Promissory Note”) in order to increase the available principal amount from $2,500,000 up to $3,000,000.

On January 4, 2023, the Company started to draw the funds and deposited it into the trust account to extend the period of time the Company has to consummate a business combination by one month to February 5, 2023. The $383,333 extension fee represents approximately $0.033 per public share.

Starting on February 2023, the extension fee changed to $187,155 because 5,885,324 public shares were redeemed.

Starting on November 2023, the extension fee changed into the lower of $50,000 or $105,680 ($0.033 per share) because 2,412,260 public shares were redeemed.

As of March 31, 2024 and December 31, 2023, the loans under the promissory notes were $2,422,403 and $2,172,403, respectively.

Due to Related Party

As of March 31, 2024, the Company has amounts due to the Sponsor of $429,834 for formation and operational costs paid by the Sponsor on behalf of the Company. The amounts are due on demand, non-interest bearing and not considered to be drawdowns on the Amended Promissory Note.

Note 6 – Commitments and Contingencies

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In the beginning of February 2022, the Russian Federation and Belarus commenced a military action against the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements.

Registration Rights

The holders of the Founder Shares will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

On August 10, 2021, the Company engaged Ladenburg Thalmann & Co. Inc. as its underwriter. The Company will granted the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments at the IPO price, less the underwriting discounts and commissions.

Ladenburg Thalmann has agreed to revise the warrant agreement that the warrant is exercisable on the later of one year after the closing of this offering or the consummation of an initial business combination.

The underwriters were entitled to a cash underwriting discount of: (i) two percent (2.0%) of the gross proceeds of the IPO, or $2,300,000 with the underwriters’ over-allotment is exercised in full. In addition, the underwriters are entitled to a deferred fee of two and one half percent (2.50%) of the gross proceeds of the IPO, or $2,875,000 with the underwriters’ over- allotment is exercised in full upon closing of the Business Combination. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. As of March 31, 2024 and December 31, 2023, the Company have deferred underwriting commissions of $2,875,000 as non-current liabilities, respectively.

Professional Fees

The Company has paid professional fees of $25,000 upon initial filing with the SEC of the registration statement for the public offering, and $150,000 at the closing of the public offering as of April 5, 2022. The Company entered into the agreement with a retainer of $5,000 per month starting from April 1, 2022. The Company dismissed the prior legal counsel in February 2024, and engaged the new legal counsel with $2,500 per month for SEC compliance. For the three months ended March 31, 2024 and 2023, the Company incurred $10,000 and $15,000 in fees for these services, respectively.

On April 12, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Future Dao Group Holding Limited, a Cayman Islands exempted company and its subsidiary (the “Future Dao”). On October 6, 2023, the Merger Agreement been terminated. Due to this activity, the Company incurred professional fees with amounts of approximately $218,000 during the fiscal year 2023.

Contingencies and Dismissal of the Then-Legal Counsel

The Company may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. As of March 31, 2024 and December 31, 2023, there were no legal or administrative proceedings for which a loss was probable and expected to be material to the financial statements.

On February 5, 2024, management and the Sponsor decided to dismiss the Company’s then-legal counsel and terminated its services of maintaining and managing the escrow account. During the year ended December 31, 2023, the Company received invoices with the total amounts of $155,000 for services related to the Merger Agreement and Initial Business Combination from the then-legal counsel. All received invoices were paid until the termination of services, which coincides with the termination of Merger Agreement. The Company did not have an executed engagement letter with the then-legal counsel. Management estimates the maximum service fees for the Initial Business Combination would be $400,000 based on other executed service agreements with the same then-legal counsel. We believe that we have a potential liability of $245,000 for potential unbilled service fees resulting from the termination of Merger Agreement, which represents a loss contingency to the Company. As of March 31, 2024, the Company has not recorded the potential amounts in the financial statements, as management does not believe it is more likely than not that we will be invoiced for additional services.

Note 7 – Shareholders’ Deficit

Ordinary Shares

The Company is authorized to issue 50,000,000 ordinary shares, with a par value of $0.001 per share. Holders of the ordinary shares are entitled to one vote for each ordinary share. At April 5, 2022, there was 3,205,000 ordinary shares issued and outstanding, excluding 11,500,000 ordinary shares subject to possible redemption. The Sponsor has agreed to forfeit 375,000 ordinary shares to the extent that the over-allotment option is not exercised in full by the underwriter. On April 5, 2022, the underwriter fully exercised the over-allotment option, as such there are no ordinary shares subject to forfeiture.

Warrants

Each warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share commencing 30 days after the completion of its initial business combination and expiring five years from after the completion of an initial business combination. No fractional warrant will be issued and only whole warrants will trade. The Company may redeem the warrants at a price of $0.01 per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $18.00 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such warrants during the 30 day redemption period. If a registration statement is not effective within 60 days following the consummation of a business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act.

In addition, if (a) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by our board of directors), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (c) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price of the ordinary shares that triggers the Company’s right to redeem the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the Market Value.

Note 8 – Fair Value Measurements

The Company complies with ASC 820, “Fair Value Measurements”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At March 31, 2024, the assets held in the trust account were entirely comprised of marketable securities, with all investments fully allocated to money market funds securities.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

March 31, 2024

Assets

Quoted Prices in

Active Markets

(Level 1)

Significant Other

Observable Inputs

(Level 2)

Significant Other

Unobservable Inputs

(Level 3)

Marketable Securities held in Trust Account

36,067,927

December 31, 2023

Assets

Quoted Prices in

Active Markets

(Level 1)

Significant Other

Observable Inputs

(Level 2)

Significant Other

Unobservable Inputs

(Level 3)

Marketable Securities held in Trust Account

35,359,088

Note 9 – Subsequent Events

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to the date of the financial statements were available to issue. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements except the following:

Nasdaq Delisting Due to Compliance Issues

On May 31, 2024, the Company received a delinquency notification letter (the “First Notice”) from the Listing Qualifications Staff (the “Staff”) of Nasdaq due to the non-compliance with Nasdaq Listing Rule 5250(c)(1) as a result of our failure to timely file the Annual Report on Form 10-K for the period ended December 31, 2023 and its Quarterly Report on Form 10-Q for the period ended March 31, 2024.

On July 12, 2024, the Company received a written notice (the “Second Notice”) from Nasdaq indicating that we were not in compliance with Listing Rule 5450(a)(2) (the “Minimum Public Holders Rule”), which requires the Company to have at least 400 public holders for continued listing on the Nasdaq Global Market.

On August 7, 2024, the Company received a determination letter (the “First Determination Letter”) from Nasdaq indicating that, unless the we timely request a hearing before the Nasdaq Hearings Panel (the “Panel”), our securities (units, ordinary shares, warrants, and rights) would be subject to suspension and delisting (the “Delisting”) from The Nasdaq Capital Market at the opening of business on August 16, 2024 due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement, or such shorter time that we specify in articles of association, as amended. In addition, the failure to file the Annual Report on Form 10-K for the period ended December 31, 2023 and its Quarterly Report on Form 10-Q for the period ended March 31, 2024 served as an additional and separate basis for delisting, and as such, the Company would be required to address this concern before the Panel if it appeals Staff’s determination as well. The Company timely requested a hearing before the Panel. The hearing request resulted in a stay of any suspension or delisting action pending the hearing. The request for a hearing regarding the delinquent filings will stay the suspension of our securities for a period of 15 days from August 13, 2024, the date of request. The Company has filed its the Annual Report on Form 10-K on August 30, 2024.

On September 5, 2024, the Company received the second determination letter (the “Second Determination Letter”) from Nasdaq indicating that as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, and failure to have at least 400 public holders for continued listing on the Nasdaq Global Market, both of these matters serve as separate and additional basis for delisting the Company’s securities. The Company presented views of compliance plan with respect to the additional deficiencies, which will be considered by the Panel at the Hearing scheduled on September 19, 2024.

Drawdown of Promissory note

Subsequent to March 31, 2024, the Company withdrew $250,000 from the Amended Promissory Notes and deposited into the Marketable Securities held in Trust Account, for the May 2024, June 2024, July 2024, August 2024 and September 2024 extension fee payments, respectively.

Sponsor paid on behalf of the Company

Subsequent to March 31, 2024, the Sponsor paid a total of $428,327 operating expenses on behalf of the Company. The payment by the Sponsor was not considered as a drawdown of the Amended Promissory Notes. As of the date of filing, the total amount due to Sponsor was $858,161.

Preliminary Proxy Statement

On August 6, 2024, the Company filed the preliminary proxy statements to SEC, which had proposed to i) amend the memorandum and articles of association of the Company to extend the date of consummate a business combination to April 5, 2025; ii) amend the investment management trust agreement by and among the Company, trustee and transfer agent to reflect the extension; iii) direct the chairman to adjourn the Extraordinary General Meeting to a later date or dates if there are not sufficient votes to approve. Until the filing date, the Extraordinary General Meeting has not been held and the proxy statement has not approved by shareholders.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Metal Sky Star Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to M-Star Management Corporation. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in the Cayman Islands on May 5, 2021 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Units, our shares, debt or a combination of cash, shares and debt.

We expect to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through March 31, 2024 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination after the Initial Public Offering. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended March 31, 2024 and 2023, we had net income of $297,020 and $595,502, which consisted of interest income on marketable securities held in the Trust Account of $301,779 and $636,054 and unrealized gain on marketable securities held in Trust Account of $157,060 and $222,866, offset by expenses of $161,819 and $263,418, respectively.

Liquidity and Capital Resources

Going Concern

The accompanying financial statements were prepared assuming that the Company will continue as a going concern. The Company has an accumulated deficit of $6,084,666 and a working capital deficit of $3,256,461 as of March 31, 2024, which raises substantial doubt about its ability to continue as a going concern.

We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. We will need to raise additional capital through loans or additional investments from our Sponsor, stockholders, officers, directors, or third parties. Our officers, directors and Sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Until the consummation of the Business Combination, we will be using the funds not held in the Trust Account.

On April 5, 2022, we consummated the Initial Public Offering of 11,500,000 Units, generating gross proceeds of $115,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 330,000 Private Units to the Sponsor at a price of $10.00 per Private Unit generating gross proceeds of $3,300,000.

Following the Initial Public Offering and the sale of the Private Units, a total of $115,000,000 was placed in the Trust Account. We incurred $5,704,741 in transaction costs, including $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees and $529,741 of other offering costs.

For the three months ended March 31, 2024 and 2023, net cash used in operating activities was nil and $82,159, respectively.

For the three months ended March 31, 2024 and 2023, net cash used in investing activities was $250,000 and net cash provided by investing activities was $59,331,482, respectively.

For the three months ended March 31, 2024 and 2023, net cash provided by financing activities was $250,000 and net cash used in financing activities was $59,295,607, respectively.

As of March 31, 2024, we had investments held in the Trust Account of $36,067,927. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of March 31, 2024, we had cash of nil held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Such Working Capital Loans would be evidenced by promissory notes. If we complete a Business Combination, we may repay such notes out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such notes, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of notes may be convertible into units, at a price of $10.00 per unit, at the option of the lender. The units would be identical to the Private Units.

In order to complete a Business Combination, the Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern if a Business Combination is not consummated.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for certain general and administrative services, including office space, utilities and administrative services, provided to the Company. We began incurring these fees on April 5, 2022 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination or the Company’s liquidation.

The underwriters are entitled to a deferred fee of two and one-half percent (2.5%) of the gross proceeds of the Initial Public Offering, or $2,500,000. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

On January 3, 2023, the Company issued a promissory note in the principal amount of up to $1,000,000 (the “Promissory Note”) to M-Star Management Corp. Pursuant to which the Sponsor shall loan to the Company up to $1,000,000 to pay the extension fee and transaction cost. The Notes bear no interest and are repayable in full upon the earlier of (a) December 31, 2023 or (b) the date of the consummation of the Company’s initial business combination. The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The Company amended and restated Promissory Note (the Amended Promissory Note”) in order to a) increase the available principal amount from $1,000,000 to $2,500,000 on April 18, 2023, and b) change the repayment term as repayable in full upon the date of the consummation of the Company’s initial business combination . On December 22, 2023, the Company amended and restated Promissory Note (the “Second Amended Promissory Note”) in order to increase the available principal amount from $2,500,000 up to $3,000,000.

In connection the shareholders meeting to vote for the proposal to amend the Company’s amended and restated memorandum and articles of association, the public shares are entitled to exercise the redemption right and 5,885,324 public shares tendered for redemption. As a result of the exercise of the redemption right, 5,614,676 public shares remain unredeemed. Pursuant to the terms of our memorandum and articles of association and the trust agreement entered into between us and Wilmington Trust, National Association and Vstock Transfer LLC in connection with our IPO, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $187,188 ($0.033 per public share) on or prior to the date of the applicable deadline, for each monthly extension starting from February 2023.

General Meeting

On January 26, 2023, the Company held its Extraordinary General Meeting at which the Company’s shareholders approved proposals to (i) 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 to February 5, 2024. As a result of the exercise of the redemption right, 5,885,324 shares held by public shareholders are redeemed.

On October 30, 2023, Metal Sky Star Acquisition Corporation (the “Company” or “Metal Sky Star”) held its Extraordinary General Meeting (the “Extraordinary General Meeting”) at which the Company’s shareholders approved proposals to (i) 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 to August 5, 2024 and to reduce the amount of the fee to extend such time period (the “Charter Amendment Proposal”) and (ii) amend the Investment Management Trust Agreement dated March 30, 2022 among the Company, Wilmington Trust, National Association (the “Trustee”) and Vstock Transfer LLC (“Vstock”) to reflect the Charter Amendment Proposal.

Following the Extraordinary General Meeting, effective as of October 31, 2023, the Company, the Trustee and Vstock entered into an amendment to the Investment Management Trust Agreement (the “Amendment Agreement”) to change the date on which the Company’s ability to complete a business combination may be extended by up to six (6) additional increments of one-month each until August 5, 2024, subject to the payment into the Trust Account by the Sponsor (or its designees or affiliates) of an amount for each one-month extension equal to the lesser of (i) $50,000 for all remaining public shares and (ii) $0.033 per public share for each remaining Ordinary Share held by a Public Stockholder (the “Monthly Extension Payment”), and which Monthly Extension Payments, if any, shall be added to the Trust Account. As a result of the exercise of the redemption of 2,412,260 shares held by public shareholders, 3,202,416 public shares remain unredeemed as of March 31, 2024.

On August 6, 2024, the Company filed the preliminary proxy statements to SEC, which had propose to amend the memorandum and articles of association of the Company to extend the date of consummate a business combination to April 5, 2025. Until the filing date, the Extraordinary General Meeting have not been held and the proxy statement have not approved by shareholders.

Merger Agreement

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

Ordinary Shares Subject to Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value (plus any interest earned on the Trust Account) as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.

Net Loss Per Ordinary Share

We apply the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. Our net income (loss) is adjusted for the portion of income that is attributable to ordinary shares subject to redemption, as these shares only participate in the earnings of the Trust Account and not our income or losses.

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of March 31, 2024, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in certain U.S. government securities with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive officer and chief financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2024. Based upon their evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of March 31, 2024.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

We have identified material weaknesses in our internal control over financial reporting as of December 31, 2023, relating to: (i) ineffective review and approval procedures over journal entries and financial statement preparation which resulted in errors not being timely identified in prior period financial statements, such as the misclassification of the trust account balance and deferred underwriting commissions payable as current assets and current liabilities instead of non-current assets and non-current liabilities, respectively; (ii) lack of segregation of duties of CEO and CFO for performing formal process of reviewing transactions. We concluded that the failure to timely identify such accounting errors constituted material weakness as defined in the SEC regulations. As such, management determined that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of March 31, 2024.

To respond to these material weaknesses, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our system of evaluating and implementing the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications, and add second approval which establish a dual-approval process to ensure proper segregation of duties. The elements of our remediation plan can only be accomplished over the time, and we can offer no assurance that these initiatives will ultimately have the intended effects, or that any additional material weaknesses or of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. Even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, other than as discussed above, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.

ITEM 1A. RISK FACTORS

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our final prospectus for our Initial Public Offering filed with the SEC on April 4, 2022. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, other than as described herein and below, there have been no material changes to the risk factors disclosed in our final prospectus for our Initial Public Offering filed with the SEC on April 4, 2022 and the annual report on Form 10-K/A for the fiscal year ended December 31, 2022, filed with the SEC on July 29, 2024.

Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our securities are listed on the Nasdaq. On May 31, 2024, we received a delinquency notification letter (the “First Notice”) from the Listing Qualifications Staff (the “Staff”) of Nasdaq due to the non-compliance with Nasdaq Listing Rule 5250(c)(1) as a result of our failure to timely file the Annual Report on Form 10-K for the period ended December 31, 2023 and its Quarterly Report on Form 10-Q for the period ended March 31, 2024. On July 12, 2024, we received a written notice (the “Second Notice”) from Nasdaq indicating that we were not in compliance with Listing Rule 5450(a)(2) (the “Minimum Public Holders Rule”), which requires us to have at least 400 public holders for continued listing on the Nasdaq Global Market.

On August 7, 2024, we received a determination letter (the “First Determination Letter”) from Nasdaq indicating that, unless the we timely request a hearing before the Nasdaq Hearings Panel (the “Panel”), our securities (units, ordinary shares, warrants, and rights) would be subject to suspension and delisting (the “Delisting”) from The Nasdaq Capital Market at the opening of business on August 16, 2024 due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement, or such shorter time that we specify in our articles of association, as amended. In addition, our failure to file the Annual Report on Form 10-K for the period ended December 31, 2023 and its Quarterly Report on Form 10-Q for the period ended March 31, 2024 served as an additional and separate basis for delisting, and as such, the Company would be required to address this concern before the Panel if it appeals Staff’s determination as well. The Company timely requested a hearing before the Panel. The hearing request resulted in a stay of any suspension or delisting action pending the hearing. The request for a hearing regarding the delinquent filings will stay the suspension of our securities for a period of 15 days from August 13, 2024, the date of request. When we requested a hearing, we also requested a stay of the suspension, pending the hearing. A panel will review the request for an extended stay and notify us of its conclusion as soon as is practicable but in any event no later than 15 calendar days following the deadline to request the hearing. The Company has filed its the Annual Report on Form 10-K on August 30, 2024.

On September 5, 2024, we received the second determination letter (the “Second Determination Letter”) from Nasdaq indicating that as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, and failure to have at least 400 public holders for continued listing on the Nasdaq Global Market, both of these matters serve as separate and additional basis for delisting the Company’s securities. We presented our views of compliance plan with respect to the additional deficiencies, which will be considered by the Panel at the Hearing scheduled on September 19, 2024.

We cannot assure you that we will be able to appeal the Delisting successfully. In the event that the Panel denies our appeal, Nasdaq will delist our securities. If Nasdaq delists any of our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

● a limited availability of market quotations for our securities;

● reduced liquidity for our securities;

● a determination that our ordinary shares are a “penny stock” which will require brokers trading in our ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

● a limited amount of news and analyst coverage; and

● a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our securities are listed on Nasdaq, our securities qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

No unregistered sales or issuances of equity occurred during the quarter ended March 31, 2024.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Date File (Embedded within the Inline XBRL document and included in Exhibit 101).

*	Filed herewith.
**	Furnished.

SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	METAL SKY STAR ACQUISITION CORPORATION

Date: September 18, 2024		/s/ Wenxi He
	Name:	Wenxi He
	Title:	Chief Executive Officer and Chief Financial Officer

Exhibit 31.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302

I, Wenxi He, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Metal Sky Star Acquisition Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: September 18, 2024	By:	/s/ Wenxi He
		Wenxi He
		Chief Executive Officer and Chairman
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302

I, Wenxi He, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Metal Sky Star Acquisition Corporation;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: September 18, 2024	By:	/s/ Wenxi He
		Wenxi He Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Metal Sky Star Acquisition Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date:September 18, 2024	By:	/s/ Wenxi He
		Wenxi He
		Chief Executive Officer and Chairman
		(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: September 18, 2024	By:	/s/ Wenxi He
		Wenxi He Chief Financial Officer
		(Principal Financial and Accounting Officer)

Cover - $ / shares	3 Months Ended
Cover - $ / shares	Mar. 31, 2024	Sep. 16, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41344
Entity Registrant Name	METAL SKY STAR ACQUISITION CORPORATION
Entity Central Index Key	0001882464
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	221 River Street
Entity Address, Address Line Two	9th Floor
Entity Address, City or Town	Hoboken
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07030
City Area Code	(332)
Local Phone Number	237-6141
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		6,407,416
Entity Listing, Par Value Per Share	$ 0.001
Units, Each Consisting of One Ordinary Share, $0.001 Par Value, One Redeemable Warrant, and One Right [Member]
Title of 12(b) Security	Units, each consisting of one Ordinary Share, $0.001 par value, one redeemable warrant, and one right
Trading Symbol	MSSAU
Security Exchange Name	NASDAQ
Ordinary Shares, $0.001 Par Value [Member]
Title of 12(b) Security	Ordinary Shares, $0.001 par value
Trading Symbol	MSSA
Security Exchange Name	NASDAQ
Redeemable Warrants, Each Warrant Exercisable for One Ordinary Share at an Exercise Price of $11.50 Per Share [Member]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	MSSAW
Security Exchange Name	NASDAQ
Rights to Receive One-tenth (1/10 th) One Ordinary Share [Member]
Title of 12(b) Security	Rights to receive one-tenth (1/10th) of one Ordinary Share
Trading Symbol	MSSAR
Security Exchange Name	NASDAQ

Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Prepaid expense	$ 600	$ 1,875
Total Current Assets	600	1,875
Non-current Assets
Marketable securities held in trust account	36,067,927	35,359,088
Total Non-current Assets	36,067,927	35,359,088
TOTAL ASSETS	36,068,527	35,360,963
Current Liabilities:
Accrued expenses	404,824	298,280
Due to Sponsor	429,834	375,834
Promissory note - Sponsor	2,422,403	2,172,403
Total Current Liabilities	3,257,061	2,846,517
Non-current Liabilities:
Deferred underwriting commissions	2,875,000	2,875,000
Total Non-current Liabilities	2,875,000	2,875,000
TOTAL LIABILITIES	6,132,061	5,721,517
Commitments and contingencies (Note 6)
Ordinary shares subject to possible redemption, 3,202,416 and 11,500,000 shares at redemption value at March 31, 2024 and December 31, 2023, respectively	36,017,927	35,409,088
Shareholders’ Deficit:
Ordinary shares, $0.001 par value; 50,000,000 shares authorized; 3,205,000 and 3,205,000 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively, excluding 3,202,416 and 11,500,000 shares subject to possible redemption at March 31, 2024 and December 31, 2023, respectively	3,205	3,205
Accumulated deficit	(6,084,666)	(5,772,847)
Total Shareholders’ Deficit	(6,081,461)	(5,769,642)
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT	$ 36,068,527	$ 35,360,963

Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Temporary equity, shares outstanding	3,202,416	11,500,000
Ordinary shares, par value	$ 0.001	$ 0.001
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, shares issued	3,205,000	3,205,000
Ordinary shares, shares outstanding	3,205,000	3,205,000

Statement of Operations (Unaudited) - USD ($)	3 Months Ended
Statement of Operations (Unaudited) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Formation and operational costs	$ 161,819	$ 263,418
Loss from operation costs	(161,819)	(263,418)
Other income:
Interest earned on marketable securities held in trust account	301,779	636,054
Unrealized gain on marketable securities held in trust account	157,060	222,866
Total other income	458,839	858,920
Income before income taxes	297,020	595,502
Income tax (benefit) expense
Net income	$ 297,020	$ 595,502
Ordinary Shares Subject to Possible Redemption [Member]
Other income:
Basic weighted average shares outstanding	3,202,416	7,117,757
Diluted weighted average shares outstanding	3,202,416	7,117,757
Basic net loss per share	$ 0.14	$ 0.13
Diluted net loss per share	$ 0.14	$ 0.13
Ordinary Shares Not Subject To Possible Redemption [Member]
Other income:
Basic weighted average shares outstanding	3,205,000	3,205,000
Diluted weighted average shares outstanding	3,205,000	3,205,000
Basic net loss per share	$ (0.05)	$ (0.10)
Diluted net loss per share	$ (0.05)	$ (0.10)

Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 3,205	$ (2,806,608)	$ (2,803,403)
Balance, Shares at Dec. 31, 2022	3,205,000
Subsequent measurement of ordinary shares subject to possible redemption (additional funding for business combination extension)		(757,676)	(757,676)
Subsequent measurement of ordinary shares subject to redemption (interest earned and unrealized gain on trust account)		(858,920)	(858,920)
Net Income		595,502	595,502
Balance at Mar. 31, 2023	$ 3,205	(3,827,702)	(3,824,497)
Balance, Shares at Mar. 31, 2023	3,205,000
Balance at Dec. 31, 2023	$ 3,205	(5,772,847)	(5,769,642)
Balance, Shares at Dec. 31, 2023	3,205,000
Subsequent measurement of ordinary shares subject to possible redemption (additional funding for business combination extension)		(150,000)	(150,000)
Subsequent measurement of ordinary shares subject to redemption (interest earned and unrealized gain on trust account)		(458,839)	(458,839)
Net Income		297,020	297,020
Balance at Mar. 31, 2024	$ 3,205	$ (6,084,666)	$ (6,081,461)
Balance, Shares at Mar. 31, 2024	3,205,000

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
Statements of Cash Flows (Unaudited) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net income	$ 297,020	$ 595,502
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in trust account	(301,779)	(636,054)
Unrealized gain on marketable securities held in trust account	(157,060)	(222,866)
Amortization	1,875	38,861
Net changes in operating assets & liabilities:
Prepaid expenses	(600)
Due to Sponsor	54,000
Accrued expenses	106,544	142,398
Net cash used in operating activities		(82,159)
Cash flows from investing activities:
Investment of cash in trust account	(250,000)	(757,676)
Cash withdrawn from trust account to redeem public shares		60,089,158
Net cash provided by (used in) investing activities	(250,000)	59,331,482
Cash flows from financing activities:
Proceeds of Sponsor Loan	250,000	793,551
Redemption of public shares		(60,089,158)
Net cash provided by (used in) financing activities	250,000	(59,295,607)
Net change in cash and cash equivalents		(46,284)
Cash and cash equivalents at beginning of period		178,652
Cash and cash equivalents at end of period		132,368
Supplemental disclosure of non-cash investing and financing activities:
Subsequent measurement of ordinary shares subject to redemption (interest earned, unrealized gain on trust account and additional funding for business combination extension)	$ 608,839	$ 1,616,596

Description of Organization and Business Operations

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Description of Organization and Business Operations

Note 1 – Description of Organization and Business Operations

Organization and General

The Trust Account

As of March 31, 2024 and December 31, 2023, the Company had $36,067,927 and $35,359,088 held in the Wilmington Trust account, respectively.

Merger Agreement

Liquidity

As of March 31, 2024 and December 31, 2023, the Company had nil of cash held in escrow, $3,256,461 and $2,844,642 of working deficit, respectively.

Going Concern and Management Liquidity Plan

As of March 31, 2024, the Company had nil in cash and working capital deficit of $3,256,461.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 –Summary of Significant Accounting Policies

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Deferred Offering Costs

Income Taxes

The provision for income taxes was deemed to be immaterial for the three months ended March 31, 2024 and 2023.

Net Income Per Share

The net income (loss) per share presented in the statement of operations is based on the following:

Schedule of Statement of Operations

	For the Three Months Ended March 31, 2024			For the Three Months Ended March 31, 2023
Net income	$	297,020		$	595,502
Less: remeasurement to redemption value		(150,000	)		(757,676	)
Less: Interest and dividends earned in Trust Account to be allocated to redeemable shares		(458,839	)		(858,920	)
Net loss excluding investment income in Trust Account	$	(311,819	)	$	(1,021,094	)

Basic and Diluted net income (loss) per share:	Non-redeemable shares			Redeemable shares			Non-redeemable shares			Redeemable shares
	For the Three Months Ended March 31, 2024						For the Three Months Ended March 31, 2023
Basic and Diluted net income (loss) per share:	Non-redeemable shares			Redeemable shares			Non-redeemable shares			Redeemable shares
Numerators:
Allocation of net losses	$	(155,972	)	$	(155,847	)	$	(317,028	)	$	(704,066	)
Accretion of temporary equity		-			150,000			-			757,676
Accretion of temporary equity – (interest earned and unrealized gain on trust account)		-			458,839			-			858,920
Allocation of net income (loss)	$	(155,972	)	$	452,992		$	(317,028	)	$	912,530

Denominators:
Weighted-average shares outstanding		3,205,000			3,202,416			3,205,000			7,117,757
Basic and diluted net income (loss) per share	$	(0.05	)	$	0.14		$	(0.10	)	$	0.13

Concentration of Credit Risk

Fair Value of Financial Instruments

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Warrants

Ordinary Shares Subject to Possible Redemption

Initial Public Offering

3 Months Ended

Mar. 31, 2024

Initial Public Offering

Initial Public Offering

Note 3. Initial Public Offering

At March 31, 2024, the ordinary shares reflected in the balance sheet are reconciled in the following tables:


Gross proceeds from public shares	$	115,000,000
Less:
Proceeds allocated to public rights		(8,510,000	)
Proceeds allocated to public warrants		(5,290,000	)
Allocation of offering costs related to ordinary shares		(5,020,172	)
Redemption of Public Shares		(86,382,792	)
Plus:
Accretion of carrying value to redemption value		21,137,903
Subsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on trust account)		5,082,988
Ordinary shares subject to possible redemption (plus any interest earned on the Trust Account)	$	36,017,927

Private Placement

3 Months Ended

Mar. 31, 2024

Private Placement

Private Placement

Note 4 – Private Placement

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Note 5 – Related Party Transactions

Founder Shares

In September 2021, the Company repurchased 1,437,500 of founder shares for $25,000. In September 2021, the Company issued 2,875,000 of founder shares for $25,000 which include an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the IPO. On April 5, 2022, the underwriter exercised its over-allotment option, as a result, no Founder Shares are subject to forfeiture.

Administrative Services Agreement

Promissory Note — Related Party

Starting on February 2023, the extension fee changed to $187,155 because 5,885,324 public shares were redeemed.

Starting on November 2023, the extension fee changed into the lower of $50,000 or $105,680 ($0.033 per share) because 2,412,260 public shares were redeemed.

As of March 31, 2024 and December 31, 2023, the loans under the promissory notes were $2,422,403 and $2,172,403, respectively.

Due to Related Party

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 6 – Commitments and Contingencies

Risks and Uncertainties

Registration Rights

Underwriting Agreement

Professional Fees

Contingencies and Dismissal of the Then-Legal Counsel

Shareholders’ Deficit

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Shareholders’ Deficit

Note 7 – Shareholders’ Deficit

Ordinary Shares

Warrants

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 8 – Fair Value Measurements

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At March 31, 2024, the assets held in the trust account were entirely comprised of marketable securities, with all investments fully allocated to money market funds securities.

March 31, 2024

Assets

Quoted Prices in

Active Markets

(Level 1)

Significant Other

Observable Inputs

(Level 2)

Significant Other

Unobservable Inputs

(Level 3)

Marketable Securities held in Trust Account

36,067,927

December 31, 2023

Assets

Quoted Prices in

Active Markets

(Level 1)

Significant Other

Observable Inputs

(Level 2)

Significant Other

Unobservable Inputs

(Level 3)

Marketable Securities held in Trust Account

35,359,088

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 9 – Subsequent Events

Nasdaq Delisting Due to Compliance Issues

Drawdown of Promissory note

Sponsor paid on behalf of the Company

Preliminary Proxy Statement

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

Deferred Offering Costs

Deferred Offering Costs

Income Taxes

Income Taxes

The provision for income taxes was deemed to be immaterial for the three months ended March 31, 2024 and 2023.

Net Income Per Share

Net Income Per Share

The net income (loss) per share presented in the statement of operations is based on the following:

Schedule of Statement of Operations

	For the Three Months Ended March 31, 2024			For the Three Months Ended March 31, 2023
Net income	$	297,020		$	595,502
Less: remeasurement to redemption value		(150,000	)		(757,676	)
Less: Interest and dividends earned in Trust Account to be allocated to redeemable shares		(458,839	)		(858,920	)
Net loss excluding investment income in Trust Account	$	(311,819	)	$	(1,021,094	)

Basic and Diluted net income (loss) per share:	Non-redeemable shares			Redeemable shares			Non-redeemable shares			Redeemable shares
	For the Three Months Ended March 31, 2024						For the Three Months Ended March 31, 2023
Basic and Diluted net income (loss) per share:	Non-redeemable shares			Redeemable shares			Non-redeemable shares			Redeemable shares
Numerators:
Allocation of net losses	$	(155,972	)	$	(155,847	)	$	(317,028	)	$	(704,066	)
Accretion of temporary equity		-			150,000			-			757,676
Accretion of temporary equity – (interest earned and unrealized gain on trust account)		-			458,839			-			858,920
Allocation of net income (loss)	$	(155,972	)	$	452,992		$	(317,028	)	$	912,530

Denominators:
Weighted-average shares outstanding		3,205,000			3,202,416			3,205,000			7,117,757
Basic and diluted net income (loss) per share	$	(0.05	)	$	0.14		$	(0.10	)	$	0.13

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Recently Issued Accounting Standards

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Warrants

Warrants

Ordinary Shares Subject to Possible Redemption

Ordinary Shares Subject to Possible Redemption

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Schedule of Statement of Operations

The net income (loss) per share presented in the statement of operations is based on the following:

Schedule of Statement of Operations

	For the Three Months Ended March 31, 2024			For the Three Months Ended March 31, 2023
Net income	$	297,020		$	595,502
Less: remeasurement to redemption value		(150,000	)		(757,676	)
Less: Interest and dividends earned in Trust Account to be allocated to redeemable shares		(458,839	)		(858,920	)
Net loss excluding investment income in Trust Account	$	(311,819	)	$	(1,021,094	)

Schedule of Net Income (Loss) Per Share

Basic and Diluted net income (loss) per share:	Non-redeemable shares			Redeemable shares			Non-redeemable shares			Redeemable shares
	For the Three Months Ended March 31, 2024						For the Three Months Ended March 31, 2023
Basic and Diluted net income (loss) per share:	Non-redeemable shares			Redeemable shares			Non-redeemable shares			Redeemable shares
Numerators:
Allocation of net losses	$	(155,972	)	$	(155,847	)	$	(317,028	)	$	(704,066	)
Accretion of temporary equity		-			150,000			-			757,676
Accretion of temporary equity – (interest earned and unrealized gain on trust account)		-			458,839			-			858,920
Allocation of net income (loss)	$	(155,972	)	$	452,992		$	(317,028	)	$	912,530

Denominators:
Weighted-average shares outstanding		3,205,000			3,202,416			3,205,000			7,117,757
Basic and diluted net income (loss) per share	$	(0.05	)	$	0.14		$	(0.10	)	$	0.13

Initial Public Offering (Tables)

3 Months Ended

Mar. 31, 2024

Initial Public Offering

Schedule of Ordinary Share Reflected in Balance Sheet

At March 31, 2024, the ordinary shares reflected in the balance sheet are reconciled in the following tables:


Gross proceeds from public shares	$	115,000,000
Less:
Proceeds allocated to public rights		(8,510,000	)
Proceeds allocated to public warrants		(5,290,000	)
Allocation of offering costs related to ordinary shares		(5,020,172	)
Redemption of Public Shares		(86,382,792	)
Plus:
Accretion of carrying value to redemption value		21,137,903
Subsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on trust account)		5,082,988
Ordinary shares subject to possible redemption (plus any interest earned on the Trust Account)	$	36,017,927

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Assets Measured at Fair Value on a Recurring Basis

March 31, 2024

Assets

Quoted Prices in

Active Markets

(Level 1)

Significant Other

Observable Inputs

(Level 2)

Significant Other

Unobservable Inputs

(Level 3)

Marketable Securities held in Trust Account

36,067,927

December 31, 2023

Assets

Quoted Prices in

Active Markets

(Level 1)

Significant Other

Observable Inputs

(Level 2)

Significant Other

Unobservable Inputs

(Level 3)

Marketable Securities held in Trust Account

35,359,088

Description of Organization and Business Operations (Details Narrative) - USD ($)							1 Months Ended	3 Months Ended
	Oct. 30, 2023	Apr. 12, 2023	Jan. 26, 2023	Apr. 05, 2022	Jul. 05, 2021	Apr. 05, 2021	Sep. 30, 2021	Mar. 31, 2024	Dec. 31, 2023	Nov. 01, 2023	Jan. 04, 2023
Gross proceeds								$ 115,000,000
Proceeds from IPO and private placement				$ 115,682,250
Trust account								$ 36,067,927	$ 35,359,088
Outstanding ordinary shares				3,205,000				3,205,000	3,205,000
Ordinary shares, per shares										$ 0.033	$ 0.033
Cash held in escrow
Working capital deficit								3,256,461	$ 2,844,642
Number of founder shares issued	2,412,260		5,885,324
Issued founder shares value	$ 50,000
Cash
Sponsor [Member]
Ownership percentage							20.00%
Founder shares [Member] \| Sponsor [Member]
Ownership percentage					20.00%
Merger Agreement [Member]
Recapitalization, description		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.
Outstanding ordinary shares		350,000,000
Ordinary shares, per shares		$ 10.00
Sponsor [Member]
Gross proceeds				$ 3,300,000
Sponsor [Member] \| Founder shares [Member]
Number of founder shares repurchased							1,437,500
Repurchased founder shares value							$ 25,000
Number of founder shares issued					1,437,500		2,875,000
Issued founder shares value					$ 25,000		$ 25,000
Ordinary shares subject to forfeiture							375,000
IPO [Member]
Number of shares issued				11,500,000
Price per share				$ 10.00
Gross proceeds				$ 115,000,000
Offering costs				5,704,741		$ 5,704,741
Underwriting fees				2,300,000		2,300,000
Deferred underwriting fees				2,875,000		2,875,000
Other offering costs				529,741		$ 529,741
Subscription of ordinary shares				$ 25,000
Over-Allotment Option [Member]
Number of shares issued				330,000
Price per share				$ 10.00
Gross proceeds				$ 3,300,000
Over-Allotment Option [Member] \| Underwriters [Member]
Number of shares issued				1,500,000
Price per share				$ 10.00
Gross proceeds				$ 15,000,000

Schedule of Statement of Operations (Details) - USD ($)	3 Months Ended
Schedule of Statement of Operations (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Accounting Policies [Abstract]
Net income	$ 297,020	$ 595,502
Less: remeasurement to redemption value	(150,000)	(757,676)
Less: Interest and dividends earned in Trust Account to be allocated to redeemable shares	(458,839)	(858,920)
Net loss excluding investment income in Trust Account	$ (311,819)	$ (1,021,094)

Schedule of Net Income (Loss) Per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accretion of temporary equity	$ 21,137,903
Allocation of net income (loss)	297,020	$ 595,502
Non-Redeemable Shares [Member]
Allocation of net losses	(155,972)	(317,028)
Accretion of temporary equity
Accretion of temporary equity – (interest earned and unrealized gain on trust account)
Allocation of net income (loss)	$ (155,972)	$ (317,028)
Weighted-average shares outstanding, basic	3,205,000	3,205,000
Weighted-average shares outstanding, diluted	3,205,000	3,205,000
Basic net income (loss) per share	$ (0.05)	$ (0.10)
Diluted net income (loss) per share	$ (0.05)	$ (0.10)
Redeemable Shares [Member]
Allocation of net losses	$ (155,847)	$ (704,066)
Accretion of temporary equity	150,000	757,676
Accretion of temporary equity – (interest earned and unrealized gain on trust account)	458,839	858,920
Allocation of net income (loss)	$ 452,992	$ 912,530
Weighted-average shares outstanding, basic	3,202,416	7,117,757
Weighted-average shares outstanding, diluted	3,202,416	7,117,757
Basic net income (loss) per share	$ 0.14	$ 0.13
Diluted net income (loss) per share	$ 0.14	$ 0.13

Summary of Significant Accounting Policies (Details Narrative) - USD ($)							3 Months Ended
	Nov. 01, 2023	Jul. 13, 2023	Feb. 01, 2023	Aug. 16, 2022	Apr. 05, 2022	Apr. 05, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Cash in escrow
Cash equivalents							0		0
Interest earned from trust account							458,839	$ 858,920
Reinvested in trust account							301,779	636,054
Unrealized gained on marketable securities held in trust account							157,060	$ 222,866
Unrecognized tax benefits							0		0
Accrued for interest and penalties							$ 0		$ 0
Excise tax on share repurchases				1.00%
Public shares rendered for redemption	2,412,260	2,436,497	5,885,324
Warrants exercisable							5,915,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Offering costs					$ 5,704,741	$ 5,704,741
Underwriting fees					2,300,000	2,300,000
Deferred underwriting fees					2,875,000	2,875,000
Other offering costs					$ 529,741	$ 529,741

Schedule of Ordinary Share Reflected in Balance Sheet (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Initial Public Offering
Gross proceeds from public shares	$ 115,000,000
Proceeds allocated to public rights	(8,510,000)
Proceeds allocated to public warrants	(5,290,000)
Allocation of offering costs related to ordinary shares	(5,020,172)
Redemption of Public Shares	(86,382,792)
Accretion of carrying value to redemption value	21,137,903
Subsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on trust account)	5,082,988
Ordinary shares subject to possible redemption (plus any interest earned on the Trust Account)	$ 36,017,927	$ 35,409,088

Initial Public Offering (Details Narrative) - USD ($)				3 Months Ended
Initial Public Offering (Details Narrative) - USD ($)	Oct. 30, 2023	Jan. 26, 2023	Apr. 05, 2022	Mar. 31, 2024
Subsidiary, Sale of Stock [Line Items]
Gross proceeds				$ 115,000,000
Ordinary shares	2,412,260	5,885,324
Amount of remaining public shares	$ 50,000
Remaining public shares, per shares	$ 0.033
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued			11,500,000
Price per share			$ 10.00
Gross proceeds			$ 115,000,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued			330,000
Price per share			$ 10.00
Over-Allotment Option [Member] \| Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued			1,500,000
Price per share			$ 10.00
Gross proceeds			$ 15,000,000

Private Placement (Details Narrative)	Apr. 05, 2022 USD ($) $ / shares shares
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of private placement	$ 3,300,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued \| shares	300,000
Price per share \| $ / shares	$ 10.00
Proceeds from issuance of private placement	$ 3,000,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued \| shares	330,000
Price per share \| $ / shares	$ 10.00
Proceeds from issuance of private placement	$ 3,300,000

Related Party Transactions (Details Narrative) - USD ($)								1 Months Ended	3 Months Ended
	Nov. 01, 2023	Oct. 30, 2023	Jul. 13, 2023	Feb. 01, 2023	Jan. 26, 2023	Jan. 04, 2023	Jul. 05, 2021	Sep. 30, 2021	Mar. 31, 2024	Dec. 31, 2023	Dec. 22, 2023	Dec. 21, 2023	Apr. 18, 2023	Jan. 03, 2023	Apr. 05, 2022	Jun. 15, 2021
Related Party Transaction [Line Items]
Stock issued during period, shares		2,412,260			5,885,324
Stock issued during period, value		$ 50,000
Payment of extesnsion fee						$ 383,333
Shares issued price per share	$ 0.033					$ 0.033
Extension fee				$ 187,155
Redeemed shares	2,412,260		2,436,497	5,885,324
Promissory note related party									$ 2,422,403	$ 2,172,403
Sponsor [Member]
Related Party Transaction [Line Items]
Ownership percentage								20.00%
Principal amount																$ 300,000
Maximum [Member]
Related Party Transaction [Line Items]
Extension fee	$ 105,680
Maximum [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Extension fee and transaction cost														$ 1,000,000
Minimum [Member]
Related Party Transaction [Line Items]
Extension fee	$ 50,000
Related Party [Member]
Related Party Transaction [Line Items]
Promissory note related party									2,422,403	$ 2,172,403
Due to related party									429,834
Related Party [Member] \| Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Other receivables, net, current															$ 10,000
Payment for administrative fees									$ 30,000
M-Star Management Corp. [Member]
Related Party Transaction [Line Items]
Principal amount											$ 3,000,000	$ 2,500,000	$ 2,500,000	1,000,000
M-Star Management Corp. [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Principal amount														$ 1,000,000
Founder shares [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Ownership percentage							20.00%
Founder shares [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares							1,437,500	2,875,000
Stock issued during period, value							$ 25,000	$ 25,000
Stock repurchased during period, shares								1,437,500
Stock repurchased during period, value								$ 25,000
Founder shares [Member] \| Sponsor [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Ordinary shares subject to forfeiture							187,500	375,000

Commitments and Contingencies (Details Narrative) - USD ($)				3 Months Ended	12 Months Ended
	Feb. 05, 2024	Apr. 05, 2022	Aug. 10, 2021	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Loss Contingencies [Line Items]
[custom:DeferredUnderwritingCommission-0]				$ 2,875,000
Professional fees		$ 150,000		$ 25,000
Monthly payment, description				The Company entered into the agreement with a retainer of $5,000 per month starting from April 1, 2022
Service fees				$ 2,500
Fees for services				$ 10,000		$ 15,000
Loss contingency	$ 245,000
Merger Agreement [Member]
Loss Contingencies [Line Items]
Professional fees					$ 218,000
Maximum [Member]
Loss Contingencies [Line Items]
Service fees	$ 400,000
Minimum [Member]
Loss Contingencies [Line Items]
Service fees					$ 155,000
Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Sale of units in initial public offering		330,000
Over-Allotment Option [Member] \| Ladenburg Thalmann & Co. Inc. [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Sale of units in initial public offering			1,500,000
IPO [Member]
Loss Contingencies [Line Items]
Sale of units in initial public offering		11,500,000
Percentage of cash underwriting commission				2.00%
[custom:CashUnderwritingDiscount]				$ 2,300,000
[custom:PercentageOfUnderwritersDeferredFee]				2.50%
[custom:UnderwritersDeferredFee]				$ 2,875,000

Shareholders’ Deficit (Details Narrative) - $ / shares	3 Months Ended
Shareholders’ Deficit (Details Narrative) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Nov. 01, 2023	Oct. 30, 2023	Jan. 04, 2023	Apr. 05, 2022
Subsidiary, Sale of Stock [Line Items]
Common stock, shares authorized	50,000,000	50,000,000
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares outstanding	3,205,000	3,205,000				3,205,000
Ordinary shares subject to possible redemption, shares	3,202,416	11,500,000				11,500,000
Share price				$ 0.033
Shares issued, price per share			$ 0.033		$ 0.033
Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Share price	$ 11.50
Class of warrants or rights redemption price per share	0.01
Shares issued, price per share	$ 18.00
Number of consecutive trading days for determining the volume weighted average price of share	20 days
Class of warrants or rights period within the registration shall be effective from the consummation of business combination	60 days
Class of warrants or rights exercise price percentage	115.00%
Class of warrants or rights exercise price market value percentage	180.00%
Warrant [Member] \| Initial Business Combination [Member]
Subsidiary, Sale of Stock [Line Items]
Total equity investment percentage	60.00%
Warrant [Member] \| Series of Individually Immaterial Business Acquisitions [Member]
Subsidiary, Sale of Stock [Line Items]
Business combination effective issue price	$ 9.20
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Ordinary shares subject to forfeiture	375,000

Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities held in Trust Account	$ 36,067,927	$ 35,359,088
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities held in Trust Account
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities held in Trust Account

Subsequent Events (Details Narrative) - USD ($)	5 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Aug. 31, 2024	Mar. 31, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Notes payable	$ 250,000
Due to sponsor		$ 429,834	$ 375,834
Subsequent Event [Member]
Subsequent Event [Line Items]
Other expenses	428,327
Subsequent Event [Member] \| Related Party [Member]
Subsequent Event [Line Items]
Due to sponsor	$ 858,161

Metal Sky Star Acquisition (NASDAQ:MSSAW)
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