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Metal Sky Star Acquisition Corporation *

Metal Sky Star Acquisition Corporation *

Oct 14, 2021 by Anthony Sozzi

EXTENSION VOTE – 11/14/24 – LINK

  • The business combination was extended from August 5, 2024, to April 5, 2025.
    • 2,649,965 shares were redeemed.
    • $50K per month will be deposited into the trust account.

LETTER OF INTENT – 10/15/24 – LINK – 11/4/24 – LINK

  • The SPAC entered into a letter of intent with Fedilco Group Limited, a Cyprus based company (“Fedilco”) holding 80% equity interest of Viva Armenia Closed Joint-Stock Company, an Armenia-based telecommunication company.

LETTER OF INTENT – 10/1/24 – LINK

  • The SPAC has entered into a non-binding letter of intent for a business combination with Okidoki OÜ.
    • Okidoki’s existing equity holders would roll 100% of their equity into the combined public company, based on a total equity value of $120 million for Okidoki.
    • The Company expects to announce additional details regarding the proposed business combination when a definitive agreement is executed, which is expected in the fourth quarter of 2024.

EXTENSION VOTE – 11/1/23 – LINK

  • The business combination was extended from November 5, 2023 to August 5, 2024.
    • 2,412,260 shares were redeemed for $10.82/Share
    • $50K per month will be deposited into the trust account.

The below-announced combination was terminated on 10/10/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Future Dao Group Holding Limited [TERMINATED]

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD

Metal Sky Star Acquisition Corporation proposes to combine with Future Dao Group Holding Limited, a blockchain company with a focus on bitcoin mining

  • Future Dao is an emerging blockchain technology company focused on Bitcoin mining and the provision of blockchain technology services after listing.
  • 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

  • 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.
  • 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.
  • Current shareholders of Future Dao will continue to hold a majority of the outstanding shares and voting power of the combined company.
  • Future Dao will designate a majority of the members of the board of directors of the Combined Company.

SPAC FUNDING

  • Metal Sky and Future Dao will make commercially reasonable efforts to secure PIPE Financing.

EARNOUT

  • None.

LOCK-UP

  • Company and Sponsor:
    • With respect to 50% of the Future Dao Ordinary Shares held, until the earlier of
      • (i) six months from and after the Closing Date, or
      • (ii) the date on which the closing Future Dao Per Share Trading Price equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 Trading Days within any 30-Trading Day period commencing after the Closing Date.
    • With respect to 50% of the Future Dao Ordinary Shares held, until six months from and after the Closing Date,

NOTABLE CONDITIONS TO CLOSING

  • The combined company having at least $5,000,001 of net tangible assets immediately after the closing.
  • Future Dao and Metal Sky shareholder approvals and other customary closing conditions.

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated by either Metal Sky or Future Dao if the Business Combination is not consummated on or before December 31, 2023 (the “Termination Date”).

ADVISORS

  • Metal Sky Star Advisors:
    • Becker & Poliakoff LLP and Ogier (Cayman) LLP are acting as legal advisors
  • Future Dao Advisors:
    • King & Wood Mallesons and Conyers Dill & Pearman LLP are acting as legal advisors

Miscellaneous

  • Certain shareholders of Future Dao agreed to, following the successful closing of the Merger, contribute additional bitcoin miners, having total computing power of 1,400,000 Thash/s, to the Surviving Company or its subsidiary, as a capital contribution to the Future Dao, without the issue of additional equity securities or other consideration to such Future Dao shareholders, on or prior to the first anniversary of the Second Effective Time (the “Obligations of the Contributing Shareholders”).
  • Certain other shareholders of Future Dao, jointly and severally, agreed to, on or prior to the tenth Business Day following the Closing Date, pledge and escrow certain number of ordinary shares of Future Dao held by such shareholders (the “Pledged Securities”) to secure the Obligations of the Contributing Shareholders.

MANAGEMENT & BOARD

Executive Officers

Wenxi He, 43 [Resigned CFO 12/20/24] 
Chief Executive Officer and Director

She serves as Chief Investment Officer at Still Waters Green Technology Limited, an asset management company based in London, specializing in the development and management of renewable energy and power generation assets, since February 2019. Ms. He has over 15 years of experience in the investment banking industry. Prior to joining Still Waters Green Technology Limited, she served as the Managing Director and Global Head of Commodity Exchange Traded Products at Bank of America Merrill Lynch in London. She was responsible for initiating and executing strategic solutions and issuance, trading physical and synthetic commodity products, and managing portfolio assets in energy, metals and agriculture, with a wide variety of commodity, currency and interest-rate risk. Prior to that, Ms. He traded and structured commodity derivative products at Citigroup, fixed income security products with a focus on structured credit and rates at UBS and RBC Capital Markets. Ms. He holds master’s degrees in both Mathematical Finance and Engineering from University of Toronto, and a bachelor’s degree in Engineering from Tongji University.

Kin Sze, 43 [Appointed CFO 12/20/24] 
Chief Financial Officer

Mr. Sze has more than 20 years of investment experience in the global financial market. Since July 2024, he has been Chief Executive Officer and Chairman of Ocean Capital Acquisition Corporation. He is a director of Yoov Group Holding Limited, a cloud-based application platform as a service company, which entered into an agreement and plan of merger to acquire Aptorum Group Limited (Nasdaq: APM) for US$250 million in a reverse merger transaction. From July 2020 to October 2024, he was Executive Director of Silverbricks Asset Management Company Limited, which provides diversified financial services with all-rounded products for institutional and retail clients. From March 2019 to June 2020, he served as Chief Executive Officer and a director of Proficient Alpha Acquisition Corp (Nasdaq: PAAC), a US$115 million SPAC that completed its merger with Lion Group Holding Limited in June 2020. Previously, he served as Executive Director of ABC International Holdings Limited, an investment banking business flagship of Agricultural Bank of China Limited and was responsible for its direct investment business. He also worked as Senior Manager at China Everbright Limited, a China-based financial group engaged in banking, securities, insurance, asset management, and direct investment. Mr. Sze received an MBA degree from the University of South Australia and a bachelor’s degree in chemical engineering from the University of Toronto. He is a Chartered Financial Analyst charter holder and a fellow of the Institute of Public Accountants and the Institute of Financial Accountants.

Man Chak Leung, 43 [Resigned 9/28/23]
Chief Executive Officer and Director

Mr. Leung has been the President and a director of Verity Acquisition Corp. since May 2021. Since August 2019, he has been serving as the General Manager of China Seven Star Holdings Limited, an investment holding company focusing on consumer and healthcare sectors in China. Mr. Leung served as consultant to Silk Road Finance Corporation from May to December 2020. Mr. Leung served as Co-Head of Risk and Portfolio Management at China Minsheng Financial Holding Corporation Limited (“CM Financial”) from 2017 to May 2019, a Hong Kong mainboard listed financial holding platform. He was responsible for all portfolio including primary and secondary, fixed income and other special situations including SPACs. Mr. Leung joined CM Financial in December 2016 from TPG Growth, a global mid-market private equity firm with over US$ 15 billion AUM, where he spent 10 years as an investment professional specializing in Healthcare, Financial Services, TMT, Consumer and Education in Greater China and South East Asia. Prior to that, he was with the Hong Kong office of the Cathay Capital Group between 2001 to 2006. He has accumulated extensive transaction experience including investments into eToro, Masan Group, FPT, ShangPharma, NT Pharma, Ivy Education Group, Vinda Paper and Rayli Magazine. He has also served on the board of the Ivy Education Group, a K12 Education Group in China between September 2015 to February 2017, CM SPC and CM Asset Management (Hongkong) Company Limited between July 2018 to May 2019 and CM International Financial Leasing Investment Holding Company Limited between January 2018 to November 2019. Mr. Leung holds a Bachelor of Business and Administration (Finance) from City University of Hong Kong.

Board of Directors

Christopher J. Regan [Appointed 1/7/25] 
Independent Director 

Mr. Regan currently serves as Director and Head of Trading of KX Power, an asset management business operating grid scale batteries in the United Kingdom. With over 20 years’ experience in the energy sector, he specializes in asset optimization and short-term power trading. Mr. Regan is also Managing Director of Short-Term Power Trading at an energy trading software firm where he develops algorithmic trading solutions. Prior to joining KX Power, Mr. Regan was Head of Trading and Operations and Battery Optimization at EDF Energy, managing long-term physical trading, gas balancing, short-term power trading and portfolio optimization. Mr. Regan was also responsible for developing a battery trading platform, PowerShift. Mr. Regan holds a bachelor’s degree in Physics with Computer Science from the University of Southampton as well as an EMBA with distinction from Insead where he was a top-scoring student placed on the Dean’s List.

Konstantin A. Sokolov, 47 [Appointed 10/14/22] [Resigned 1/7/25]
Independent Director 

Prior to being appointed director of the company, Mr. Sokolov is the founder and Chairman of Gotthard Investment AG, which is a private equity firm based in Zurich, Switzerland, focusing on financial services, asset management and global real estate. Since 2011, Gotthard Investment AG advised and managed multiple investment funds, and partnered with leading Swiss and Lichtenstein banks to invest globally in energy and real estate assets. Prior to that, Mr. Sokolov served as Managing Director of Centrica plc (British Gas and Direct Energy). Between 1997 to 2005, Mr. Sokolov served in senior leadership positions at Qwest Communication, Inc., a pioneer in fiber optics.

Zhuo Wang, 34
Independent Director 

Mr. Wang serves as the director of Mingzhu Logistics Holdings Limited, a NASDAQ-listed company (YGMZ:US), since April 2018. Mr. Wang has over ten years of experience in investment and management. He has also been the marketing manager of Singapore construction design and supply company Springview Enterprises Private Limited since June 2018. Mr. Wang started to work as the director of an investment holding company, Exquisite Elite Limited since November 2017. Since May 2017, Mr. Wang has been the managing director of China International Holdings, and its Hong Kong based subsidiaries, China International Securities Limited, a securities firm, overseeing the firm’s brokerage services, business operations and performance, and China International Corporate Management Limited since June 2016, a consulting firm that provides a range of business solutions to small and medium sized companies in Asia. Since April 2016, Mr. Wang has also been the head of finance and operations at a Singaporean education consulting company Shines International Limited and a director of Total Best Investments Limited, an investment holding company since March 2016. Prior to that, Mr. Wang has been the head of finance and marketing of Singapore construction services provider GGL Enterprises Pte Ltd since 2012. Mr. Wang also served as a director on the board of various companies, including Belvedere Ventures Pte Ltd. between June 2011 to October 2016, a real estate development and construction company, Sandhurst Global Pte Ltd., and between September 2013 to August 2014, a security personnel staffing and systems company, Acquired Time (HK) Limited. Mr. Wang holds a Bachelor’s of Science in Business Management from Babson College in Boston, Massachusetts.

Zining Jiang, 47
Independent Director 

Mr. Jiang now serves as the general manager of Guangzhou Shanxin Trading Co. Ltd., which mainly engages in industrial raw material trade and import and export business since July 2018. Prior to that, since July 2015, Mr. Jiang served as the CEO of Guangzhou Yidao Investment Holding Co., Ltd. and an operational director at Guangdong Grape Wine Magazine Co., Ltd. In 2007, he joined Yangcheng Evening News Group as the deputy chief editor. He then joined China Southern Airlines as assistant to the general manager in April 2011, and was promoted as the operation director of China Southern Airlines Media Group. He joined PACOM Media Co. Ltd. in July 2001 and successively served as the chief editor of China Golf, Golf Digest and Golf Travel. Prior to that, Mr. Jiang joined Guangdong Cable TV station in 1996 as an editor upon graduation from Jinan University.

Xinghua Fan, 59
Independent Director 

Mr. Fan currently serves as the Vice General Manager and is responsible for the financing and listing of SINO SIC Technology Development Co., Ltd.’s silicon carbide project. Mr. Fan has served as the Senior Partner and Vice President of Beijing New Board Capital Investment Holdings Co. since 2014. At the same time, he is also the executive director of the World Union Fortune Entrepreneur Club and a member of the investment committee. Mr. Fan was the COO of Sino-American Holding Group from 2011 to 2013. From 2008 to 2011, he worked as the vice president of Zhongshuo Investment Guarantee Group. From 2005 to 2007, he has worked in Xinyuan Guarantee (China) Co., Ltd. as an operation center manager. Mr. Fan received a Master’s Degree in College of Economics and Management (SEM) from Beihang University.

 

ByAnthony Sozzi