Future Dao Group Holding Limited ("Future Dao"), a blockchain
company with a focus on bitcoin mining, and Metal Sky Star
Acquisition Corporation (Nasdaq: MSSA) ("MSSA"), a blank check
company formed for the purpose of acquiring one or more businesses
or entities, announced today that they have entered into a
definitive merger agreement (the “Merger Agreement”). As
contemplated by the Merger Agreement, following the closing of the
merger (the “Proposed Transaction”), Future Dao will operate
through a publicly-traded holding company listed on the Nasdaq
Stock Market.
Future Dao is in the process of establishing its
Bitcoin mining operations in Central Asia. Future Dao intends to
own and operate approximately 26,100 Bitcoin mining machines with
an aggregate computing power of over 2.9197 Ehash/s by the first
anniversary of the completion of the Proposed Transaction.
Transaction Details
The Proposed Transaction values Future Dao at a
pre-transaction valuation of $350 million and its ordinary share
after share split at a price of US$10.00 per share. Upon closing,
the current shareholders of Future Dao will continue to hold a
majority of the outstanding shares and voting power of the combined
company (the “Combined Company”). Future Dao will designate a
majority of the members of the board of directors of the Combined
Company.
Future Dao intends to use available proceeds
from the Proposed Transaction to, among other things, invest in
Bitcoin mining hosting facilities, and acquire additional Bitcoin
mining machines with high computing power in order to increase its
available computing capacity. It also intends to expand its
research and development of cutting-edge blockchain applications to
provide diversified solutions utilizing blockchain
applications.
The board of directors of both Future Dao and
MSSA have unanimously approved the Proposed Transaction, which is
expected to be completed later this year, subject to, among other
things, the approval of the shareholders of Future Dao and MSSA and
other customary closing conditions, including but not limited to a
registration statement on Form F-4 (the "Registration Statement")
to be filed by Future Dao being declared effective by the SEC, and
the listing application of Future Dao being approved by the Nasdaq
Stock Market LLC.
The description of the Proposed Transaction
contained herein is only a summary and is qualified in its entirety
by reference to the Merger Agreement, a copy of which will be filed
by MSSA with the Securities and Exchange Commission (the "SEC") as
an exhibit to a Current Report on Form 8-K, which will be available
at http://www.sec.gov.
Becker & Poliakoff LLP and Ogier (Cayman) LLP
are acting as legal advisors to MSSA. King & Wood Mallesons and
Conyers Dill & Pearman LLP are acting as legal advisors to
Future Dao.
About Future Dao Group Holding
Limited
Future Dao Group Holding Limited is an exempted
company incorporated in the Cayman Islands. Future Dao is an
emerging blockchain technology company focused on Bitcoin mining
and the provision of blockchain technology services after
listing.
About Metal Sky Star Acquisition
Corporation
Metal Sky Star Acquisition Corporation is a
blank check exempted company incorporated in the Cayman Islands for
the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, reorganization, or similar business
combination with one or more businesses.
Forward-Looking Statements
This press release includes "forward-looking
statements" within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995
that involve risks and uncertainties that could cause actual
results to differ materially from what is expected. Words such as
"expects", "believes", "anticipates", "intends", "estimates",
"seeks", "may", "might", "plan", "possible", "should" and
variations and similar words and expressions are intended to
identify such forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking. These
forward-looking statements include, but are not limited to,
statements regarding projections, estimates and forecasts of
revenue and other financial and performance metrics, projections of
market opportunity and expectations, the estimated enterprise value
of the Combined Company, Future Dao’s ability to scale and grow its
business, the advantages and expected growth of the Combined
Company, the cash position of the Combined Company following
closing of the Proposed Transaction, the parties’ ability to
consummate the Proposed Transaction, and expectations related to
the terms and timing of the Proposed Transaction, as applicable.
These statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of MSSA’s and Future Dao’s management and are not predictions of
actual performance. A number of factors could cause actual events
or results to differ materially from the events and results
discussed in the forward-looking statements. Such factors include,
among other things: the possibility that the business combination
will not close or that the closing may be delayed because
conditions to the closing may not be satisfied, including
shareholder and other approvals; the performance of MSSA and Future
Dao; the ability of the Combined Company to meet the Nasdaq Stock
Market's listing standards; changes in the market for Future Dao's
products and services; the regulatory environment relating to the
mining and trading of crypto currencies; Future Dao's inability to
maintain sufficient levels of liquidity and working capital; the
amount of redemption requests made by MSSA’s public shareholders;
the reaction of Future Dao customers to the business combination;
Future Dao's inability to develop and maintain effective internal
controls; the exposure to any liability, protracted and costly
litigation or reputational damage relating to Future Dao's data
security; unexpected costs, liabilities or delays in the
transaction; the outcome of any legal, governmental or regulatory
proceedings related to the transaction; the occurrence of any
event, change or other circumstances that could give rise to the
termination of the transaction agreement; and general economic
conditions. In addition, please refer to the Risk Factors section
in the proxy statement/prospectus included in the Registration
Statement relating to the Proposed Transaction to be filed by
Future Dao and in MSSA's prospectus and its periodic reports filed
or to be filed with the SEC, including its quarterly reports on
Form 10-Q for additional information identifying important factors
that could cause actual results to differ materially from those
anticipated in the forward- looking statements. In light of the
significant uncertainties in these forward-looking statements,
nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved and neither MSSA nor Future Dao
can assure you that the forward-looking statements in this press
release will prove to be accurate. The forward-looking statements
in this press release represent the views of MSSA and Future Dao as
of the date of this press release. Except as expressly required by
applicable securities law, MSSA disclaims any intention or
obligation to update or revise any forward-looking statements
whether as a result of new information, future events or
otherwise.
Additional Information and Where to Find
It
In connection with the Proposed Transaction,
Future Dao and MSSA intend to cause a registration statement on
Form F-4 to be filed with the SEC, which will include a proxy
statement to be distributed to MSSA's shareholders in connection
with MSSA's solicitation for proxies for the vote by MSSA's
shareholders in connection with the Proposed Transaction and other
matters as described in the registration statement, as well as a
prospectus relating to Future Dao's securities to be issued in
connection with the Proposed Transaction. MSSA's shareholders and
other interested persons are advised to read, once available, the
preliminary proxy statement/prospectus and any amendments thereto
and, once available, the definitive proxy statement/prospectus, in
connection with MSSA's solicitation of proxies for its
extraordinary general meeting of shareholders to be held to
approve, among other things, the Proposed Transaction, because
these documents will contain important information about MSSA,
Future Dao and the Proposed Transaction. After the registration
statement is filed and declared effective, MSSA will mail a
definitive proxy statement and other relevant documents to its
shareholders as of the record date to be established for voting on
the Proposed Transaction. Shareholders may also obtain a copy of
the preliminary and definitive proxy statement/prospectus to be
included in the registration statement, once available, as well as
other documents filed with the SEC regarding the Proposed
Transaction and other documents filed with the SEC, without charge,
at the SEC's website located at www.sec.gov.
Participants in Solicitation
Future Dao, MSSA and their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitations of proxies from MSSA's shareholders in connection
with the Proposed Transaction. Information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation of MSSA's shareholders in connection with the Proposed
Transaction will be set forth in the proxy statement/prospectus
included in the Registration Statement to be filed with the SEC in
connection with the Proposed Transaction. You can find more
information about MSSA's directors and executive officers in MSSA's
final prospectus related to its initial public offering dated April
4, 2022 and current report on Form 8-K filed on October 14, 2022.
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests will be included in the proxy statement/prospectus when
it becomes available. Shareholders, potential investors, and other
interested persons should read the proxy statement/prospectus
carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents
from the sources indicated above.
No Offer or Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Proposed Transaction, and does
not constitute an offer to sell or the solicitation of an offer to
buy any securities of MSSA, Future Dao or the Combined Company, or
a solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended.
Contact:
Future Dao Group Holding Limited Wenjin Li Chief
Executive Officer2 Venture Drive#11-31Vision Exchange,608526
SingaporeEmail: fht001@fhtfuture.com
Man Chak Leung Chief Executive Officer 132 West
31st Street, 9th Floor New York, NY 10001 (332) 237-6141 Email:
adrian@metalskystar.com
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