Item
1.01 Entry into a Material Definitive Agreement.
Merger
Agreement
The
Merger
Metal
Sky Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of
effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more
businesses or entities (the “Metal Sky”). On April 12, 2023, Metal Sky entered into an Agreement and Plan of Merger
(the “Merger Agreement”) with Future Dao Group Holding Limited, a Cayman Islands exempted company (the “Future
Dao”), and Future Dao League Limited, a Cayman Islands exempted company and wholly owned subsidiary of Future Dao (the “Merger
Sub”).
Pursuant
to the Merger Agreement and subject to the terms and conditions set forth therein, (i) Merger Sub will merge with and into Metal
Sky (the “First Merger”), with Metal Sky surviving the First Merger as a wholly owned subsidiary of Future Dao, and
(ii) Metal Sky will merge with and into Future Dao (the “Second Merger” and together with the First Merger, the
“Mergers”), with Future Dao surviving the Second Merger (the “Business Combination”).
Pursuant to the Merger Agreement
and subject to the approval of the shareholders of Metal Sky and Future Dao, among other things, (i) immediately prior to the effective
time of the First Merger (the “First Effective Time”), each Ordinary Share
of Metal Sky, par value $0.001 per share (the “Metal Sky Shares”), issued
and outstanding, will automatically be converted into the right of the holder thereof to receive one Class A ordinary share of Future
Dao (the “Future Dao Class A Ordinary Share”) after giving effect to the Share
Split (as defined below), and will automatically be canceled upon consummation of the First Merger; (ii) each issued and outstanding
warrant of Metal Sky sold to the public and to M-Star Management Corporation, a Cayman Islands limited liability company (the “Sponsor”),
in a private placement in connection with Metal Sky’s initial public offering (the “Metal
Sky Warrants”) will automatically and irrevocably be assumed by Future Dao and converted into a corresponding warrant exercisable
for Future Dao Class A Ordinary Shares (the “Future Dao Warrants”); (iii)
each ten (10) issued and outstanding Rights of Metal Sky (the “Metal Sky Rights”)
will automatically and irrevocably be assumed by Future Dao and converted into one (1) corresponding Future Dao Class A Ordinary Share.
No fractional Future Dao Class A Ordinary Shares will be issued in connection with such conversion and the number of Future Dao Class
A Ordinary Shares to be issued to such holder upon such conversion will be rounded down to the nearest whole number and no cash will be
paid in lieu of such Metal Sky Rights. Immediately prior to the First Effective Time, each issued and outstanding unit of Metal Sky (the
“Metal Sky Unit”), consisting of one Metal Sky Ordinary Share, one Metal Sky
Right and one Metal Sky Warrant, will be automatically separated (the “Unit Separation”)
and the holder thereof will be deemed to hold one Metal Sky Ordinary Share, one Metal Sky Right and one Metal Sky Warrant.
Immediately prior to the First
Effective Time, Future Dao will effect a recapitalization of its equity securities (the “Recapitalization”)
including a share split of each outstanding Future Dao Ordinary Share into such number of Future Dao Ordinary Shares, calculated in accordance
with the terms of the Merger Agreement, such that, based on a value of $350 million for all of the outstanding Future Dao Ordinary Shares,
each Future Dao Ordinary Share will have a value of $10.00 per share after giving effect to such share split (the “Share
Split”).
The
Business Combination has been unanimously approved by the boards of directors of both Metal Sky and Future Dao pursuant to a written
resolution. The Business Combination is expected to close prior to the end of 2023.
Conditions
to Closing
The consummation of the Business
Combination is conditioned upon, among other things: (i) receipt of the required approval by the Metal Sky shareholders; (ii) receipt
of the required approval by the Future Dao shareholders; (iii) after giving effect to the exercise of the redemption rights of the Metal
Sky shareholders (the “Metal Sky Shareholder Redemption”), the combined company
having at least $5,000,001 of net tangible assets immediately after the consummation of the Second Merger (the “Second
Effective Time”); (iv) the absence of any law or governmental order enjoining, prohibiting or making illegal the consummation
of the Mergers; (v) the approval for listing of Future Dao Ordinary Shares and/or Future Dao Warrants in connection with the Mergers
upon the Closing (as defined in the Merger Agreement) on Nasdaq (as defined below), subject only to official notice of issuance thereof;
(vi) effectiveness of the Registration Statement (as defined below) in accordance with the Securities Act of 1933, as amended (the
“Securities Act”), and the absence of any stop order issued by the Securities
and Exchange Commission (“SEC”) which remains in effect with respect to the
Registration Statement; (vii) completion of the Recapitalization of Future Dao’s share capital in accordance with the terms
of the Merger Agreement and Future Dao’s organizational documents; (viii) necessary consents, approvals and authorizations, including
but not limited to, regulatory approval by Nasdaq and the SEC, necessary third-party approvals and the expiration of any waiting period
under the Hart-Scott-Rodino Act, if applicable; and (ix) the termination of the Trust Deed by and among Future Dao, Eminent Investment
Limited and the Core Trust Company and the cancelation and termination of the Equity Trust (as defined in the Merger Agreement), or the
taking of such other action with respect to the Equity Trust that is reasonably satisfactory to Metal Sky and the Metal Sky shareholder
representative.
The
obligations of Future Dao and Merger Sub to consummate the Business Combination are also conditioned upon, among other things: (i) the
accuracy of the representations and warranties of Metal Sky (subject to certain materiality standards set forth in the Merger Agreement);
(ii) material compliance by Metal Sky with its pre-closing covenants; (iii) resignation or removal of directors and officers of
Metal Sky, effective as of or prior to the Closing, and delivery of such resignation letters (which are in form and substance reasonably
satisfactory to Future Dao) to Future Dao; and (iv) the absence of any effect, development, circumstance, fact, change or event
since the date of the Merger Agreement that, individually or in the aggregate, has had, or would reasonably be expected to prevent or
materially delay or materially impair the ability of Metal Sky to consummate the Transactions (as defined in the Merger Agreement) or
otherwise have a material adverse effect on the Transactions.
The obligation of Metal Sky
to consummate the Business Combination is also conditioned upon, among other things: (i) the accuracy of the representations and
warranties of Future Dao (subject to certain materiality standards set forth in the Merger Agreement); (ii) material compliance by
Future Dao with its pre-closing covenants; (iii) the absence of any effect, development, circumstance, fact, change or event since
the date of the Merger Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse
effect with respect to Future Dao that is continuing and uncured, (iv) (x) compliance in all respects material to Future Dao and its subsidiaries
taken as of whole, by Future Dao and its subsidiaries with the law of the jurisdiction(s) in which it will operate its Bitcoin mining
business and (y) satisfaction of all the legal requirements of the jurisdiction(s) in which it will operate its Bitcoin mining business,
and (iv) delivery to SPAC of a written memorandum of legal counsel licensed in such jurisdiction(s) to the effect that (x) among all permits
as applicable to the Bitcoin mining business (A) the conduct of the Bitcoin mining business in such jurisdiction may be commenced prior
to the issuance by the relevant government authorities of the permits or (B) no material obstacle exists for Future Dao and/or its subsidiaries
to obtain the permits in the future, and (y) among all requirements of law of such jurisdiction applicable to the Bitcoin mining business,
(A) the conduct of the Bitcoin mining business may be commenced prior to compliance with the requirements with the legal requirements
of such jurisdiction or (B) no material obstacle exists for Future Dao and/or its subsidiaries to become in compliance with the legal
requirements in the future.
Covenants
The Merger Agreement includes
customary covenants of the parties with respect to efforts to satisfy conditions to the consummation of the Business Combination. The
covenants under the Merger Agreement include, among other things, covenants providing for the following: (i) Future Dao’s agreement
to (y) operate its business in the ordinary course prior to the closing of the Merger (with certain exceptions) and not to take certain
specified actions without the prior written consent of Metal Sky, and (z) subject to certain customary legal and other exceptions, provide
Metal Sky with access to the books, records and financial records of Future Dao and its subsidiaries, and information about the operations
and other affairs of Future Dao and its subsidiaries, (ii) Future Dao acknowledging and agreeing that it has no claim against the trust
account established for the benefit of the shareholders of Metal Sky; and (ii) Metal Sky’s agreement to operate its business in
the ordinary course prior to the closing of the Merger (with certain exceptions) and not to take certain specified actions without the
prior written consent of Future Dao.
The Merger Agreement also
contains additional covenants of the parties, including, among others, (i) a covenant providing for (i) Metal Sky and Future Dao
to cooperate in the preparation of the Registration Statement on Form F-4 required to be prepared in connection with the Mergers
(the “Registration Statement”), including, in the case of Future Dao providing
such information and responding in a timely manner to comments relating to the proxy statement, including preparation for inclusion in
the proxy statement of pro forma financial statements in compliance with the requirements of Regulation S-X and the SEC, (ii) requiring
Metal Sky to establish a record date for, duly call and give notice of, convene and hold an extraordinary general meeting of the Metal
Sky shareholders as promptly as practicable following the date that the Registration Statement is declared effective by the SEC under
the Securities Act, (iii) requiring the board of directors of Metal Sky to recommend to the shareholders of Metal Sky the adoption and
approval of the Metal Sky transaction proposals contemplated by the Merger Agreement, (iv) prohibiting Metal Sky and Future Dao from,
among other things, soliciting or negotiating with third parties regarding alternative transactions and agreeing to certain related restrictions
and ceasing discussions regarding alternative transactions, (v) requiring the chief executive officer of Future Dao to enter into a non-competition
and non-solicitation agreement for a period of three years following the Closing Date, (vi) requiring certain shareholders of Future Dao,
Metal Sky and a shareholder representative for Metal Sky to enter into a definitive Supplemental Equipment Contribution and Share Escrow
Agreement providing for the pledge and escrow of certain shares by the guarantor shareholders to secure the contribution by the contributing
shareholders of the additional mining equipment, (vii) requiring Future Dao, except as would not be reasonably be expected to be material
to the business of Future Dao and its subsidiaries taken as a whole, to take all actions necessary to comply with the requirements of
the law of the jurisdiction in which it will operate, including, but not limited to, (u) importation of mining equipment into such jurisdiction,
(v) the conduct of mining and trading of cryptocurrency, (w) payment of applicable taxes and fees, (x) formation of any legal entity required
in such jurisdiction, (y) application for any permits, and (z) such other action necessary to the conduct of the business in such jurisdiction,
and (viii) providing for Metal Sky and Future Dao to take commercially reasonable efforts to secure from investors commitments to make
private investments in public equity in the form of Future Dao Ordinary Shares or other Equity Securities of Future Dao at the Closing
(the “PIPE Financing”), and providing Metal Sky with a right to consent to
certain key terms of a PIPE Financing, subject to the requirement that if it fails to provide such consent, that such PIPE Financing will
be made unless the sponsor of Metal Sky or its designee agrees to provide such financing on the terms of the PIPE Financing.
Representations
and Warranties
The
Merger Agreement contains representations and warranties of Future Dao and its subsidiaries, including Merger Sub, relating, among other
things, to proper organization and qualification; Future Dao’s subsidiaries; capitalization; due authorization, performance and
enforceability against Future Dao of the Merger Agreement; absence of conflicts; governmental consents and filings; compliance with laws
and possession of requisite governmental permits and approvals; financial statements; absence of undisclosed liabilities; litigation
and proceedings; company benefit plan; employees and independent contractors; labor matters; real property; assets; tax matters; environmental
matters; brokers’ fees; intellectual property and IT security; material contracts; insurance; related party transactions; international
trade and anti-corruption; books and records; supplied information; and no other representations.
The
Merger Agreement contains representations and warranties of Metal Sky, relating, among other things, to proper organization and qualification;
capitalization; due authorization, performance and enforceability against Metal Sky of the Merger Agreement; absence of conflicts; required
consents and filings; trust account; compliance with laws and possession of requisite governmental permits and approvals; reports filed
with the SEC, financial statements, and compliance with the Sarbanes-Oxley Act; absence of certain changes; litigation and proceedings;
business activities; material contracts; The Nasdaq Stock Market LLC (the “Nasdaq”) listing; absence of undisclosed
liabilities; tax matters; board approval; related party transactions; status under the Investment Company Act of 1940, as amended, and
the Jumpstart Our Business Startups Act of 2012; broker’s fees; and independent investigation.
The
representations and warranties made in the Merger Agreement will not survive the consummation of the Mergers.
Termination
The
Merger Agreement may be terminated under certain customary and limited circumstances prior to the consummation of the Mergers, including:
(i) by mutual written consent of Metal Sky and Future Dao; (ii) by either Metal Sky or Future Dao if any law or governmental
order (other than a temporary restraining order) is in effect that permanently restrains, enjoins, makes illegal or otherwise prohibits
the consummation of the Mergers; (iii) by either Metal Sky or Future Dao if the Mergers have not occurred by 11:59 p.m., Singapore
time, on December 31, 2023 (the “Termination Date”); (iv) by either Metal Sky or Future Dao upon a breach of
any representations, warranties, covenants or other agreements set forth in the Merger Agreement by the other party if such breach gives
rise to a failure of certain closing conditions to be satisfied and cannot or has not been cured within the earlier of 45 days’
following the receipt of notice from the non-breaching party and five business days prior to the Termination Date; (v) by either
Metal Sky or Future Dao if the Metal Sky shareholder approval is not obtained at its shareholder meeting; or (vi) by Metal Sky if the
Future Dao shareholder approval is not obtained or is revoked or sought to revoke by such shareholders.
The
foregoing description of the Merger Agreement and the Business Combination does not purport to be complete and is qualified in its entirety
by the terms and conditions of the Merger Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1
and the terms of which are incorporated by reference herein.
Certain
Related Agreements
Sponsor
Voting and Support Agreement
Concurrently
with the execution and delivery of the Merger Agreement, Future Dao, Metal Sky and Sponsor entered into a Voting and Support Agreement
(the “Sponsor Voting and Support Agreement”), pursuant to which Sponsor agreed to, among other things, (i) attend
any Metal Sky shareholder meeting to establish a quorum for the purpose of approving the Metal Sky transaction proposals; (ii) vote
Metal Sky Ordinary Shares in favor of the Metal Sky transaction proposals, including the approval of the Merger Agreement and the transactions
contemplated thereby; and (iii) vote all Metal Sky Ordinary Shares against (A) other than in connection with the Transactions
(as defined in the Merger Agreement), any business combination agreement, merger agreement or merger (other than the Merger Agreement
and the Mergers), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or by Metal Sky or any public offering of any shares of Metal Sky or, in
case of a public offering only, a newly-formed holding company of Metal Sky, (B) any offer or proposal relating to any business
combination transaction between Metal Sky and any other person (other than Future Dao), and (C) any amendment of the organizational
documents of Metal Sky or other proposal or transaction involving Metal Sky, which, in each of cases (A) and (C), would be reasonably
likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach
by Metal Sky of, prevent or nullify any provision of the Merger Agreement or any other Transaction Agreement (as defined in the Merger
Agreement), the Mergers or any other Transaction or change in any manner the voting rights of any class of Metal Sky’s share capital.
The
foregoing description of the Sponsor Voting and Support Agreement does not purport to be complete and is qualified in its entirety by
the terms and conditions of the Sponsor Voting and Support Agreement, a copy of which is filed with this Current Report on Form 8-K
as Exhibit 10.1 and the terms of which are incorporated by reference herein.
Sponsor
Lock-Up Agreement
Concurrently
with the execution and delivery of the Merger Agreement, Future Dao and Sponsor entered into a Sponsor Lock-Up Agreement (the “Sponsor
Lock-Up Agreement”), pursuant to which Sponsor, among other things, agreed not to transfer any Future Dao Ordinary Shares held
by it immediately after the Closing during the applicable lock-up period, subject to customary exceptions. The lock-up period applicable
to the Sponsor Locked-Up Shares will be (i) with respect to 100% of the Future Dao Ordinary Shares held, issuable or acquirable
in respect of any Locked-Up Private Placement Shares, thirty (30) days from and after the Closing Date, (ii) with respect to 50%
of the Future Dao Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Founder Shares, until the earlier of (A) six
(6) months from and after the Closing Date or (B) 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 thirty (30)-Trading Day period commencing after the Closing Date, and (iii) with
respect to 50% of the Future Dao Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Founder Shares until six (6)
months from and after the Closing Date, or earlier in either case, if subsequent to Future Dao’s initial Business Combination it
completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of Future Dao’s
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.
The
foregoing description of the Sponsor Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the terms
and conditions of the Sponsor Lock-Up Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.2
and the terms of which are incorporated by reference herein.
Future
Dao Shareholder Lock-Up and Support Agreement
Concurrently
with the execution and delivery of the Merger Agreement, Future Dao, Metal Sky and certain Future Dao shareholders entered into a Lock-Up
and Support Agreement (the “Future Dao Shareholder Lock-Up and Support Agreement”), pursuant to which certain Future
Dao shareholders agreed to, among other things, (i) attend any Future Dao shareholder meeting to establish a quorum; and (ii) vote
Pre-Split Shares (as defined in the Merger Agreement) held or acquired by such Future Dao shareholder against (A) other than in
connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Agreement and
the Mergers), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization,
dissolution, liquidation or winding up of or by Future Dao or any public offering of any equity securities of Future Dao, any of its
material subsidiaries, or, in case of a public offering only, a newly-formed holding company of Future Dao or such material subsidiaries,
(B) any Alternative Transaction Proposal (as defined in the Merger Agreement), (C) other than any amendment to the organizational
documents of Future Dao in furtherance of Section 2.01 of the Merger Agreement, any amendment of the organizational documents of Future
Dao or other proposal or transaction involving Future Dao or any of its subsidiaries and (D) any proposal or effort to revoke (in
whole or in part) any approval given by a shareholder of the Company, which, in each of cases (A) and (C), would be reasonably likely
to, in any material respect, impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by
Future Dao of, prevent or nullify any provision of the Merger Agreement or any other Transaction Agreement, the Mergers or any other
Transaction or change in any manner the voting rights of any class of Future Dao’s share capital.
Pursuant
to the Future Dao Shareholder Lock-Up and Support Agreement, certain Future Dao shareholders also agreed not to transfer any Future Dao
Ordinary Shares held by such Future Dao shareholder immediately after the Closing. The lock-up period applicable to the Future Dao Shareholder
Locked-Up Shares will be (i) with respect to 50% of the Future Dao Shareholder Locked-Up Shares, until the earlier of (A) six (6)
months from and after the Closing Date or (B) 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 thirty (30)-Trading Day period commencing after the Closing Date, and (ii) with respect
to 50% of the Future Dao Shareholder Locked-Up Shares, until six (6) months from and after the Closing Date, or earlier in either case,
if subsequent to Future Dao’s initial Business Combination it completes a liquidation, merger, share exchange, reorganization or
other similar transaction that results in all of Future Dao’s shareholders having the right to exchange their Ordinary Shares for
cash, securities or other property.
The
foregoing description of the Future Dao Shareholder Lock-Up and Support Agreement does not purport to be complete and is qualified in
its entirety by the terms and conditions of the Future Dao Shareholder Lock-Up and Support Agreement, a copy of which is filed with this
Current Report on Form 8-K as Exhibit 10.3 and the terms of which are incorporated by reference herein.
Registration
Rights Agreement
The Merger Agreement contemplates
that, at the Closing, Sponsor and certain shareholders of Future Dao, as applicable, will enter into a Registration Rights Agreement (the
“Registration Rights Agreement”), to be effective as of the Closing, pursuant
to which Future Dao agrees to file a registration statement as soon as practicable upon receipt of a request from certain shareholders
of Future Dao to register the resale of certain registrable securities under the Securities Act, subject to required notice provisions
to other parties thereto. Future Dao has also agreed to provide customary “piggyback” registration rights with respect to
such registrable securities and, subject to certain circumstances, to file a resale shelf registration statement to register the resale
under the Securities Act of such registrable securities.
The
Registration Rights Agreement also provides that Future Dao will pay certain expenses relating to such registrations and indemnify the
securityholders against certain liabilities. The rights granted under the Registration Rights Agreement supersede any prior registration,
qualification, or similar rights of the parties with respect to their Future Dao securities or Metal Sky securities.
The
foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms
and conditions of the Registration Rights Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.4
and the terms of which are incorporated by reference herein.
Equipment
Contribution and Escrow Agreement
Concurrently with the execution
and delivery of the Merger Agreement, Future Dao, Metal Sky and certain Future Dao shareholders entered into an Equipment Contribution
and Share Escrow Agreement (the “Equipment Contribution and Share Escrow Agreement”),
pursuant to which, certain shareholders of Future Dao agreed to, among other things, following the successful closings of the Mergers,
contribute or cause their affiliates to 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”), and (ii) 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.
Pursuant
to a certain Supplemental Equipment Contribution and Share Escrow Agreement to be entered into and as a condition to Closing by Future
Dao, Metal Sky, certain Future Dao shareholders, a Metal Sky shareholder representative, and an escrow agent to be agreed by the parties,
additional terms and conditions relating to the contribution of the additional bitcoin miners, and the creation and perfection of the
security interest in the certain pledged securities shall be set out.
The
foregoing description of the Equipment Contribution and Share Escrow Agreement does not purport to be complete and is qualified in its
entirety by the terms and conditions of the Registration Rights Agreement, a copy of which is filed with this Current Report on Form 8-K
as Exhibit 10.5 and the terms of which are incorporated by reference herein.
The
Merger Agreement, Sponsor Voting and Support Agreement, Sponsor Lock-Up Agreement, Future Dao Shareholder Lock-Up and Support Agreement,
Registration Rights Agreement, and Equipment Contribution and Share Escrow Agreement have been included to provide investors with information
regarding its terms. They are not intended to provide any other factual information about Metal Sky or its affiliates. The representations,
warranties, covenants and agreements contained in the Merger Agreement, Sponsor Voting and Support Agreement, Sponsor Lock-Up Agreement,
Future Dao Shareholder Lock-Up and Support Agreement, Registration Rights Agreement, and Equipment Contribution and Share Escrow Agreement,
and the other documents related thereto were made only for purposes of the Merger Agreement as of the specific dates therein, were solely
for the benefit of the parties to the Merger Agreement, Sponsor Voting and Support Agreement, Sponsor Lock-Up Agreement, Future Dao Shareholder
Lock-Up and Support Agreement, Registration Rights Agreement and Equipment Contribution and Share Escrow Agreement, may be subject to
limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Merger Agreement, Sponsor Voting and Support Agreement, Sponsor Lock-Up Agreement, Future
Dao Shareholder Lock-Up and Support Agreement, Registration Rights Agreement and Equipment Contribution and Share Escrow Agreement instead
of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ
from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement, Sponsor Voting and Support
Agreement, Sponsor Lock-Up Agreement, Future Dao Shareholder Lock-Up and Support Agreement, Registration Rights Agreement and Equipment
Contribution and Share Escrow Agreement should not rely on the representations, warranties, covenants and agreements or any descriptions
thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries
or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the
Merger Agreement, Sponsor Voting and Support Agreement, Sponsor Lock-Up Agreement, Future Dao Shareholder Lock-Up and Support Agreement,
Registration Rights Agreement and Equipment Contribution and Share Escrow Agreement, as applicable, which subsequent information may
or may not be fully reflected in the Metal Sky’s public disclosures.