Form 10-Q/A - Quarterly report [Sections 13 or 15(d)]: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-41344

METAL SKY STAR ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

132 West 31^st Street, First Floor

New York, New York 10001

(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 May 9, 2023 and July 26, 2024, there were 8,819,676 and 6,407,416 ordinary shares. respectively, with par value $0.001, issued and outstanding.

EXPLANATION NOTE

Metal Sky Star Acquisition Corporation (the “Company”, “we”, “our”, or “us”) is filing this Amendment No. 1 to its Quarter Report on Form 10-Q/A (the “Amendment”) to amend its Quarter Report on Form 10-Q for the quarter ended March 31, 2023 (the “Q1 2023 Form 10-Q”), as filed with the Securities and Exchange Commission on May 10, 2023, to (i) restate its financial statements as of and for the quarter ended March 31, 2023, which should no longer be relied on and being restated herein; and (ii) describe the restatement and its impact on previously reported amounts.

In connection with the Company’s preparation of its annual report on Form 10-K for the year ended December 31, 2023, management identified that cash held in the trust account (marketable securities held in the trust accounts) and deferred underwriting commissions payable were improperly classified as current assets and current liabilities instead of non-current assets and non-current liabilities, respectively, as of March 31, 2023 and December 31, 2022. This incorrect classification resulted in an overstatement of current assets by $58,200,919, an understatement of non-current assets by $58,200,919, an overstatement of current liabilities by $2,875,000, and an understatement of non-current liabilities by $2,875,000 as of March 31, 2023. This incorrect classification resulted in an overstatement of current assets by $116,673,481, an understatement of non-current assets by $116,673,481, an overstatement of current liabilities by $2,875,000, and an understatement of non-current liabilities by $2,875,000 as of December 31, 2022.

Management concluded that the balance sheet errors above constituted material weaknesses in internal control over financial reporting.

In light of these material weaknesses, the Audit Committee of the Company’s Board of Directors, in consultation with the Company’s management, concluded that the Company’s 1) audited financial statements as of and for the year ended December 31, 2022; 2) the unaudited financial statements as of and for the quarters ended June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023, and September 30, 2023; and 3) the audited balance sheet as of April 5, 2022 filed within the Current Report on Form 8-K dated April 11, 2022 should no longer be relied upon and that it is appropriate to restate the Company’s financial statements for each such period (collectively, the “Restatements”)

We are filing this Amendment to amend and restate the Q1 2023 Form 10-Q with modifications as necessary to reflect these restatements. The following items have been amended to reflect the restatements:

Part I. Item 1. Financial Statements;

Part I. Item 4. Controls and Procedures;

Part II. Item 1A. Risk Factors to add an additional risk factor to describe risks relating to the material weaknesses in the Company’s internal control over financial reporting that were identified subsequent to the date of the Q1 2023 Form 10-Q;

Part II, Item 6. Exhibits.

This Amendment includes new certifications by our principal executive officer and principal financial officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 dated as of this filing in connection with this Form 10-Q/A as exhibits 31.1, 31.2, 32.1 and 32.2 hereto.

Except as described above, no other information included in the Original Financial Statements is being amended or updated by this Amendment and, other than as described herein, this Amendment does not purport to reflect any information or events subsequent to the Original Financial Statements. This Amendment continues to describe the conditions as of the date of the Original Financial Statements and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Financial Statements. Accordingly, this Amendment should be read in conjunction with the Original Financial Statements and with our filings with the SEC subsequent to the Financial Statements.

METAL SKY STAR ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2023

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1. Financial Statements		1
Balance Sheets (Unaudited) (As Restated)		1
Statements of Operations (Unaudited)		2
Statements of Changes in Shareholders’ (Deficit) Equity (Unaudited)		3
Statements of Cash Flows (Unaudited)		4
Notes to Unaudited Financial Statements (As Restated)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		21
Item 4. Controls and Procedures (As Restated)		22

Part II. Other Information		23
Item 1. Legal Proceedings		23
Item 1A. Risk Factors (As Restated)		23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 3. Defaults Upon Senior Securities		23
Item 4. Mine Safety Disclosures		23
Item 5. Other Information		23
Item 6. Exhibits (As Restated)		24

Part III. Signatures		25

Part I. Financial Information

Item 1. Financial Statements

METAL SKY STAR ACQUISITION CORPORATION

BALANCE SHEETS

(Unaudited)

	March 31,
	2023 (As Restated)			December 31, 2022

ASSETS
Current assets:
Cash in escrow	$	132,368		$	178,652
Prepaid insurance		822			39,683
Total current assets		133,190			218,335
Noncurrent assets:
Marketable securities held in trust account		58,200,919			116,673,481
Total noncurrent assets		58,200,919			116,673,481
Total assets	$	58,334,109		$	116,891,816

LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accrued expenses	$	289,136		$	146,738
Promissory note- related party		793,551			-
Total current liabilities		1,082,687			146,738
Noncurrent liabilities:
Deferred underwriting commissions		2,875,000			2,875,000
Total noncurrent liabilities		2,875,000			2,875,000
Total liabilities		3,957,687			3,021,738

Commitments and contingencies (Note 6)		-			-
Ordinary shares subject to possible redemption, 5,614,676 and 11,500,000 shares at redemption value $10.37 and $10.15 per value at March 31, 2023 and December 31, 2022, respectively		58,200,919			116,673,481

Shareholders’ (Deficit) Equity:
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, 2023 and December 31, 2022, respectively, excluding 5,614,676 and 11,500,000 shares subject to possible redemption at March 31, 2023 and December 31, 2022, respectively		3,205			3,205
Accumulated deficit		(3,827,702	)		(2,806,608	)
Total Shareholders’ (Deficit) Equity		(3,824,497	)		(2,803,403	)

TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY	$	58,334,109		$	116,891,816

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

METAL SKY STAR ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended March 31, 2023			For the three months ended March 31, 2022
Formation and operational costs	$	263,418		$	3,550
Loss from operation costs		263,418			3,550

Operating loss		(263,418	)		(3,550	)

Other income:
Interest earned on marketable securities held in trust account		636,054			-
Unrealized gained on marketable securities held in trust account		222,866			-
Total other income		858,920			-

Income (loss) before income taxes		595,502			(3,550	)

Income tax expense		-			-
Net income (loss)	$	595,502		$	(3,550	)

Basic and diluted weighted average shares outstanding - ordinary shares subject to redemption		7,117,757			-
Basic and diluted net income per share	$	0.13		$	-

Basic and diluted weighted average shares outstanding - non redeemable ordinary shares⁽¹⁾		3,205,000			2,500,000
Basic and diluted net loss per share	$	(0.10	)	$	(0.00	)

(1)	Includes an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. See Note 5.

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

METAL SKY STAR ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

(Unaudited)

For the Three Months Ended March 31, 2023


	Ordinary Shares				Additional Paid In		Accumulated			Total Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance at December 31, 2022		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	)

For the Three Months Ended March 31, 2022

										Total
	Ordinary shares				Additional Paid In		Accumulated			Shareholders’ Equity
	Shares		Amount		Capital		Deficit			(Deficit)
Balance at December 31, 2021		2,875,000	$	2,875	$	22,125	$	(24,850	)	$	150
Balance		2,875,000	$	2,875	$	22,125	$	(24,850	)	$	150
Net loss		-		-		-		(3,550	)		(3,550	)
Net income (loss)		-		-		-		(3,550	)		(3,550	)
Balance at March 31, 2022		2,875,000	$	2,875	$	22,125	$	(28,400	)	$	(3,400	)
Balance		2,875,000	$	2,875	$	22,125	$	(28,400	)	$	(3,400	)

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

METAL SKY STAR ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the three months ended March 31, 2023			For the three months ended March 31, 2022
Cash flows from operating activities:
Net income (loss)	$	595,502		$	(3,550	)
Adjustments to reconcile net income (loss) to net cash
Used in operating activities:
Adjustments to reconcile net income (loss) to net cash Used in operating activities:
Interest earned on marketable securities held in trust account		(636,054	)		-
Unrealized gain on marketable securities held in trust account		(222,866	)		-
Amortization		38,861			-
Net changes in operating assets & liabilities:
Deferred offering costs		-			(120,993	)
Accrued offering costs		-			82,693
Accrued expenses		142,398			-
Net cash used in operating activities		(82,159	)		(41,850	)

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

Cash flows from financing activities:
Borrowings from related party		793,551			-
Redemption of public shares		(60,089,158	)		-
Net cash used in financing activities		(59,295,607	)		-

Net decrease in cash and cash equivalents		(46,284	)		(41,850	)
Cash and cash equivalents at beginning of period		178,652			95,978
Cash and cash equivalents at end of period	$	132,368		$	54,128

Supplemental disclosure of non-cash investing and financing Activities:
Deferred offering cost included in accrued offering costs	$	-		$	82,693
Subsequent measurement of ordinary shares subject to redemption (interest earned and unrealized gain on trust account)	$	1,616,596		$	-

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

METAL SKY STAR ACQUISITION CORPORATION

UNAUDITED NOTES TO FINANCIAL STATEMENTS (AS RESTATED)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (AS RESTATED)

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, 2023, the Company had not yet commenced any operations. All activity through March 31, 2023 relates to the Company’s formation and the 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 will have 9 months from the closing of the IPO (or up to 22 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 underwriter’s fully exercise of the over-allotment, at $10.00 per Unit, generating gross proceeds of $115,000,000, which is described in Note 3.

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. The amount of funds currently held in the trust account in excess of $115,000,000 will be transferred to the Company’s escrow cash account for use as its working capital. As of March 31, 2023, and December 31, 2022, the Company had $58,200,919 and $116,673,481 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.

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, 2023 and December 31, 2022, the Company had $132,368 and $178,652 of cash held in escrow for use as working capital.

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, 2023, the Company had $132,368 in cash and working capital deficit of $949,497.

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 common stock.

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.

We have 22 months from the closing of the Initial Public Offering to consummate a Business Combination. 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”) 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.

Restatement on Previously Issued Financial Statements

In connection with the preparation of the 10-K for the year ended December 31, 2023, management of the Company identified that cash held in Trust Account (marketable securities held in Trust Account) and deferred underwriting commissions were improperly classified as current assets and current liabilities instead of noncurrent assets and noncurrent liabilities, respectively. In accordance with FASB ASC Topic 210 Balance Sheet, the fund held in the Trust Account should not be classified as current assets as it will be used for other than current operation purposes, and deferred offering commissions should not be classified as current liabilities as it will be settled out of the funds held in the Trust Account, the misclassification resulted in an overstatement of current assets and current liabilities, and an understatement of non-current assets and non-current liabilities as of April 5, 2022, June 30, 2022, September 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023 and September 30, 2023, respectively.

The following table illustrates the impact of the restatement of the cash held in Trust Account (marketable securities held in Trust Account) and deferred underwriting commissions on the Company’s balance sheets as of March 31, 2023 and December 31, 2022:

As of March 31, 2023:	As Previously Reported		Adjustment			As Restated
Current assets:
Marketable securities held in Trust Account	$	58,200,919	$	(58,200,919	)	$	-
Total current assets		58,334,109		(58,200,919	)		133,190
Noncurrent assets:
Marketable securities held in Trust Account		-		58,200,919			58,200,919
Total noncurrent assets		-		58,200,919			58,200,919
Total assets		58,334,109		-			58,334,109

Current liabilities:
Deferred underwriting commissions	$	2,875,000	$	(2,875,000	)	$	-
Total current liabilities		3,957,687		(2,875,000	)		1,082,687
Noncurrent liabilities:
Deferred underwriting commissions		-		2,875,000			2,875,000
Total noncurrent liabilities		-		2,875,000			2,875,000
Total liabilities		3,957,687		-			3,957,687

As of December 31, 2022:	As Previously Reported		Adjustment			As Restated
Current assets:
Marketable securities held in Trust Account	$	116,673,481	$	(116,673,481	)	$	-
Total current assets		116,891,816		(116,673,481	)		218,335
Noncurrent assets:
Marketable securities held in Trust Account		-		116,673,481			116,673,481
Total noncurrent assets		-		116,673,481			116,673,481
Total assets		116,891,816		-			116,891,816

Current liabilities:
Deferred underwriting commissions	$	2,875,000	$	(2,875,000	)	$	-
Total current liabilities		3,021,738		(2,875,000	)		146,738
Noncurrent liabilities:
Deferred underwriting commissions		-		2,875,000			2,875,000
Total noncurrent liabilities		-		2,875,000			2,875,000
Total liabilities		3,021,738		-			3,021,738

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 shareholders’ 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 $132,368 and $178,652 as of March 31, 2023 and December 31, 2022 respectively. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022.

Marketable Securities Held in Trust Account

As per ASC Topic 230, “Statement of Cash Flows” (“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 income/(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, 2023, 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 statements 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, 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.

During the three months ended March 31, 2023, $60,089,158 was withdrawn from the Trust account for the redemption of 5,588,324 public shares.

Deferred Offering Costs

Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that directly related to the IPO. As of April 5, 2022, 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. There were no unrecognized tax benefits as of March 31, 2023 and December 31, 2022 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.

The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

Net Income (Loss) Per Share

Net loss 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, 2023, 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 (loss) per ordinary shares is the same as basic net income (loss) 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 NET INCOME (LOSS) PER SHARE


	For the three months ended March 31, 2023						For the three months ended March 31, 2022
Basic and Diluted net income (loss) per share:	Non-redeemable shares			Redeemable shares			Non-redeemable shares			Redeemable shares
Numerators:
Allocation of net losses	$	(317,028	)	$	(704,066	)	$	(3,550	)	$	-
Accretion of temporary equity		-			757,676			-			-
Accretion of temporary equity – (interest earned and unrealized gain on trust account)		-			858,920			-			-
Allocation of net income (loss)	$	(317,028	)	$	912,530		$	(3,550	)	$	-

Denominators:
Weighted-average shares outstanding		3,205,000			7,117,757			2,500,000			-
Basic and diluted net income (loss) per share	$	(0.10	)	$	0.13		$	(0.00	)	$	-

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

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

Because there is a possibility that the Company may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes our parent or our affiliate and our securities will trade on Nasdaq following the date of this prospectus, we may become a “covered corporation”.

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 Financial Accounting 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 warrants entitle 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).

At March 31, 2023, the ordinary share reflect 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		(60,089,158	)
Plus:
Accretion of carrying value to redemption value		19,577,848
Subsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on trust account)		2,532,401
Ordinary shares subject to possible redemption (plus any interest earned on the Trust Account)	$	58,200,919

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 as of March 31, 2023, the Company incurred $30,000 in fees for these services.

Sponsor 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. On December 15, 2021, Company amended the promissory note to extend the due date. The promissory note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation of the IPO. As of March 31, 2023, the principal amount due and owing under the promissory note was nil, which was paid off as of April 5, 2022.

In addition, in order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If the Company complete an initial business combination, Company would repay such loaned amounts. In the event that the initial business combination does not close, Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 ordinary shares, 150,000 rights and 150,000 warrants to purchase 150,000 shares if $1,500,000 of notes were so converted) at the option of the lender. The units would be identical to the placement units issued to the initial holder. The terms of such loans by the officers and directors of the Company, if any, have not been determined and no written agreements exist with respect to such loans. The management do not expect to seek loans from parties other than our sponsor or an affiliate of the Sponsor as the management do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

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. On January 4, 2023, the Company requested to draw the funds of $383,333 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. 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. Starting on February 2023, the extension fee changed into $187,188 due to 5,885,324 public shares were redeemed.

NOTE 6. COMMITMENTS AND CONTINGENCIES (AS RESTATED)

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.

On August 16, 2022, IR Act was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

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. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

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 grant 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 will be 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 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 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, 2023 and December 31, 2022, the Company have deferred underwriting commissions $2,875,000 as noncurrent liabilities.

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. As of March 31, 2023, the Company incurred $15,000 in fees for these 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.

Public 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 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, 2023, assets held in the trust account were entirely comprised of marketable securities.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Assets March 31, 2023		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		$	58,200,919			$	-			$	-

Assets December 31, 2022		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		$	116,673,481			$	-			$	-

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 May 9, 2023, the date 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:

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. The Business Combination is expected to close prior to the end of 2023.

Related Party Transactions

In April 2023, the Sponsor paid a total of $112,183 operating fees on behalf of the Company. The payment by the Sponsor was not considered as drawdown of the Promissory Note.

On May 4, 2023, the Company drew down $187,155 from the Promissory Note in purpose to pay the extension fee and transaction cost for May 2023.

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, 2023 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We 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, 2023 and March 31, 2022, we had a net income of $595,502 and net loss of $3,550, respectively, which consists of operating costs of $263,418 and $3,550, interest income of $858,920 and nil.

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 $3,827,702 and a working capital deficit of $949,497 as of March 31, 2023, 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, 2023 and 2022, net cash used in operating activities was $82,159 and $41,850 respectively.

For the three months ended March 31, 2023 and 2022, net cash used in investing activities was $59,331,482 and nil, respectively.

For the three months ended March 31, 2023 and 2022, net cash provided by financing activities was $59,295,607 and $nil, respectively.

At March 31, 2023, we had investments held in the Trust Account of $58,200,919. 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.

At March 31, 2023, we had cash of $132,368 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 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.

We believe we will need to raise additional funds in order to meet the expenditures required for operating our business. 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 initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of March 31, 2023. 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 and 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 $2,875,000 with the underwriters’ over-allotment option exercised in full. 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 (the “Note”) in the principal amount of up to $1,000,000 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. On January 4, 2023, the Company requested to draw the funds of $383,333 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. 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.

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.

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 Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“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 Income (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 recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our interim financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of March 31, 2023, 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, 2023. 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, 2023.

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 a material weakness in our internal control over financial reporting as of March 31, 2023, relating to 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. 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, 2023.

To respond to this material weakness, 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. 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, 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.

The Company has identified material weaknesses in its internal control over financial reporting. Failure to remediate, improve and maintain the quality of internal control over financial reporting could result in material misstatements in the Company’s financial statements and could materially and adversely affect the Company’s ability to provide timely and accurate financial information about the Company, which could harm the Company’s reputation and share price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended, the Company’s management is required to report on, and the Company’s independent registered public accounting firm is required to attest to, the effectiveness of the Company’s internal control over financial reporting. The rules governing the standards that must be met for management to assess the Company’s internal control over financial reporting are complex and require significant documentation, testing and possible remediation. Annually, the Company’s management performs activities that include reviewing, documenting and testing the Company’s internal control over financial reporting. In addition, if the Company fails to maintain the adequacy of its internal control over financial reporting, the Company’s management will not be able to conclude on an ongoing basis that the Company maintains effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

In connection with the preparation of the financial statements for the year ended December 31, 2023, management, with the assistance of its independent registered public accounting firm, identified deficiencies in the Company’s internal control over financial reporting. Management then concluded, with the oversight of the Company’s Audit Committee, that such deficiencies represent material weaknesses in the Company’s internal control over financial reporting even though these material weaknesses did not result in any material errors or any restatement of the Company’s previously reported financial results. For further discussion of these material weaknesses, see “Item 4, Controls and Procedures.” A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management cannot be certain that other deficiencies or material weaknesses will not arise or be identified or that the Company will be able to correct and maintain adequate controls over financial processes and reporting in the future.

Management and the Company’s Audit Committee are committed to achieving and maintaining a strong internal control environment and are currently evaluating remediation efforts that will be designed and implemented to enhance the Company’s control environment. The identified material weaknesses in internal control and procedures will only be considered remediated when the relevant controls have operated effectively for a sufficient period of time for management to conclude that they have been remediated.

The Company believes that it will be successful in remediating the material weaknesses identified by management, although there can be no assurances in this regard. In addition, in the future, the Company may be unable to identify and remediate additional control deficiencies, including material weaknesses. If not successfully remediated, the Company’s failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in, or restatements of, the Company’s financial statements, could cause the Company to fail to meet its reporting obligations and/or could cause investors to lose confidence in the Company’s reported financial information, which could adversely affect the trading price of the Company’s common stock and harm the Company’s reputation. In addition, such failures could result in violations of applicable securities laws, an inability to meet Nasdaq listing requirements, a default in covenants under the Company’s credit facilities, and/or exposure to lawsuits, investigations or other legal proceedings.

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, 2023.

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: July 26, 2024		/s/ Wenxi He
	Name:	Wenxi He
	Title:	Chief Executive Officer

Date: July 26, 2024		/s/ Wenxi He
	Name:	Wenxi He
	Title:	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 Amendment No.1 to the quarterly report on 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: July 26, 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 Amendment No.1 to the quarterly report on 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: July 26, 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 this Amendment No.1 to the quarterly report on Form 10-Q of Metal Sky Star Acquisition Corporation (the “Company”) for the period ended March 31, 2023 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: July 26, 2024	By:	/s/ Wenxi He
		Wenxi He
		Chief Executive Officer and Chairman
		(Principal Executive Officer)

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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

In connection with this Amendment No.1 to the quarterly report on 10-Q of Metal Sky Star Acquisition Corporation (the “Company”) for the period ended March 31, 2023 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 her 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: July 26, 2024	By:	/s/ Wenxi He
		Wenxi He Chief Financial Officer
		(Principal Financial and Accounting Officer)

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2023	Jul. 26, 2024	May 09, 2023
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	Metal Sky Star Acquisition Corporation (the “Company”, “we”, “our”, or “us”) is filing this Amendment No. 1 to its Quarter Report on Form 10-Q/A (the “Amendment”) to amend its Quarter Report on Form 10-Q for the quarter ended March 31, 2023 (the “Q1 2023 Form 10-Q”), as filed with the Securities and Exchange Commission on May 10, 2023, to (i) restate its financial statements as of and for the quarter ended March 31, 2023, which should no longer be relied on and being restated herein; and (ii) describe the restatement and its impact on previously reported amounts.
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
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	132 West 31st Street
Entity Address, Address Line Two	First Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	(332)
Local Phone Number	237-6141
Entity Current Reporting Status	Yes
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	8,819,676
Units, each consisting of one Ordinary Share, $0.001 par value, one redeemable warrant, and one right
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
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
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
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 (Unaudited) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash in escrow	$ 132,368	$ 178,652
Prepaid insurance	822	39,683
Total current assets	133,190	218,335
Noncurrent assets:
Marketable securities held in trust account	58,200,919	116,673,481
Total noncurrent assets	58,200,919	116,673,481
Total assets	58,334,109	116,891,816
Current liabilities:
Accrued expenses	289,136	146,738
Promissory note- related party	793,551
Total current liabilities	1,082,687	146,738
Noncurrent liabilities:
Deferred underwriting commissions	2,875,000	2,875,000
Total noncurrent liabilities	2,875,000	2,875,000
Total liabilities	3,957,687	3,021,738
Commitments and contingencies (Note 6)
Ordinary shares subject to possible redemption, 5,614,676 and 11,500,000 shares at redemption value $10.37 and $10.15 per value at March 31, 2023 and December 31, 2022, respectively	58,200,919	116,673,481
Shareholders’ (Deficit) Equity:
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, 2023 and December 31, 2022, respectively, excluding 5,614,676 and 11,500,000 shares subject to possible redemption at March 31, 2023 and December 31, 2022, respectively	3,205	3,205
Accumulated deficit	(3,827,702)	(2,806,608)
Total Shareholders’ (Deficit) Equity	(3,824,497)	(2,803,403)
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY	$ 58,334,109	$ 116,891,816

Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Temporary Equity, Shares Outstanding	5,614,676	11,500,000
Temporary equity, redemption price per share	$ 10.37	$ 10.15
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

Statements of Operations (Unaudited) - USD ($)

3 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Formation and operational costs

$ 263,418

$ 3,550

Loss from operation costs

263,418

3,550

Operating loss

(263,418)

(3,550)

Other income:

Interest earned on marketable securities held in trust account

636,054

Unrealized gained on marketable securities held in trust account

222,866

Total other income

858,920

Income (loss) before income taxes

595,502

(3,550)

Income tax expense

Net income (loss)

$ 595,502

$ (3,550)

Ordinary Shares Subject To Redemption [Member]

Other income:

Basic weighted average shares outstanding

7,117,757

Diluted weighted average shares outstanding

7,117,757

Basic net income (loss) per share

$ 0.13

Diluted net income (loss) per share

$ 0.13

Non Redeemable Ordinary Shares [Member]

Other income:

Basic weighted average shares outstanding

^[1]

3,205,000

2,500,000

Diluted weighted average shares outstanding

^[1]

3,205,000

2,500,000

Basic net income (loss) per share

$ (0.10)

$ (0.00)

Diluted net income (loss) per share

$ (0.10)

$ (0.00)

[1]	Includes an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. See Note 5.

Statements of Operations (Unaudited) (Parenthetical)	3 Months Ended
Statements of Operations (Unaudited) (Parenthetical)	Mar. 31, 2023 shares
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Ordinary shares subject to forfeiture	375,000

Statements of Changes in Shareholders' (Deficit) Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	$ 2,875	$ 22,125	$ (24,850)	$ 150
Balance, Shares at Dec. 31, 2021	2,875,000
Net income (loss)			(3,550)	(3,550)
Balance at Mar. 31, 2022	$ 2,875	22,125	(28,400)	(3,400)
Balance, Shares at Mar. 31, 2022	2,875,000
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 (loss)			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

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
Statements of Cash Flows (Unaudited) - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ 595,502	$ (3,550)
Adjustments to reconcile net income (loss) to net cash Used in operating activities:
Interest earned on marketable securities held in trust account	(636,054)
Unrealized gain on marketable securities held in trust account	(222,866)
Amortization	38,861
Net changes in operating assets & liabilities:
Deferred offering costs		(120,993)
Accrued offering costs		82,693
Accrued expenses	142,398
Net cash used in operating activities	(82,159)	(41,850)
Cash flows from investing activities:
Investment of cash in trust account	(757,676)
Cash withdrawn from trust account to redeem public shares	60,089,158
Net cash provided by investing activities	59,331,482
Cash flows from financing activities:
Borrowings from related party	793,551
Redemption of public shares	(60,089,158)
Net cash used in financing activities	(59,295,607)
Net decrease in cash and cash equivalents	(46,284)	(41,850)
Cash and cash equivalents at beginning of period	178,652	95,978
Cash and cash equivalents at end of period	132,368	54,128
Supplemental disclosure of non-cash investing and financing Activities:
Deferred offering cost included in accrued offering costs		82,693
Subsequent measurement of ordinary shares subject to redemption (interest earned and unrealized gain on trust account)	$ 1,616,596

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (AS RESTATED)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (AS RESTATED)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (AS RESTATED)

Organization and General

The Trust Account

Liquidity

As of March 31, 2023 and December 31, 2022, the Company had $132,368 and $178,652 of cash held in escrow for use as working capital.

Going Concern and Management Liquidity Plan

As of March 31, 2023, the Company had $132,368 in cash and working capital deficit of $949,497.

Restatement on Previously Issued Financial Statements

As of March 31, 2023:	As Previously Reported		Adjustment			As Restated
Current assets:
Marketable securities held in Trust Account	$	58,200,919	$	(58,200,919	)	$	-
Total current assets		58,334,109		(58,200,919	)		133,190
Noncurrent assets:
Marketable securities held in Trust Account		-		58,200,919			58,200,919
Total noncurrent assets		-		58,200,919			58,200,919
Total assets		58,334,109		-			58,334,109

Current liabilities:
Deferred underwriting commissions	$	2,875,000	$	(2,875,000	)	$	-
Total current liabilities		3,957,687		(2,875,000	)		1,082,687
Noncurrent liabilities:
Deferred underwriting commissions		-		2,875,000			2,875,000
Total noncurrent liabilities		-		2,875,000			2,875,000
Total liabilities		3,957,687		-			3,957,687

As of December 31, 2022:	As Previously Reported		Adjustment			As Restated
Current assets:
Marketable securities held in Trust Account	$	116,673,481	$	(116,673,481	)	$	-
Total current assets		116,891,816		(116,673,481	)		218,335
Noncurrent assets:
Marketable securities held in Trust Account		-		116,673,481			116,673,481
Total noncurrent assets		-		116,673,481			116,673,481
Total assets		116,891,816		-			116,891,816

Current liabilities:
Deferred underwriting commissions	$	2,875,000	$	(2,875,000	)	$	-
Total current liabilities		3,021,738		(2,875,000	)		146,738
Noncurrent liabilities:
Deferred underwriting commissions		-		2,875,000			2,875,000
Total noncurrent liabilities		-		2,875,000			2,875,000
Total liabilities		3,021,738		-			3,021,738

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2023

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

During the three months ended March 31, 2023, $60,089,158 was withdrawn from the Trust account for the redemption of 5,588,324 public shares.

Deferred Offering Costs

Income Taxes

Net Income (Loss) Per Share

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

SCHEDULE OF NET INCOME (LOSS) PER SHARE


	For the three months ended March 31, 2023						For the three months ended March 31, 2022
Basic and Diluted net income (loss) per share:	Non-redeemable shares			Redeemable shares			Non-redeemable shares			Redeemable shares
Numerators:
Allocation of net losses	$	(317,028	)	$	(704,066	)	$	(3,550	)	$	-
Accretion of temporary equity		-			757,676			-			-
Accretion of temporary equity – (interest earned and unrealized gain on trust account)		-			858,920			-			-
Allocation of net income (loss)	$	(317,028	)	$	912,530		$	(3,550	)	$	-

Denominators:
Weighted-average shares outstanding		3,205,000			7,117,757			2,500,000			-
Basic and diluted net income (loss) per share	$	(0.10	)	$	0.13		$	(0.00	)	$	-

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, 2023

Initial Public Offering

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

At March 31, 2023, the ordinary share reflect 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		(60,089,158	)
Plus:
Accretion of carrying value to redemption value		19,577,848
Subsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on trust account)		2,532,401
Ordinary shares subject to possible redemption (plus any interest earned on the Trust Account)	$	58,200,919

PRIVATE PLACEMENT

3 Months Ended

Mar. 31, 2023

Private Placement

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2023

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

Sponsor Promissory Note— Related Party

COMMITMENTS AND CONTINGENCIES (AS RESTATED)

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES (AS RESTATED)

NOTE 6. COMMITMENTS AND CONTINGENCIES (AS RESTATED)

Risks and Uncertainties

Registration Rights

Underwriting Agreement

Professional Fees

SHAREHOLDERS’ DEFICIT

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

SHAREHOLDERS’ DEFICIT

NOTE 7. SHAREHOLDERS’ DEFICIT

Ordinary Shares

Public Warrants

Fair Value Measurements

3 Months Ended

Mar. 31, 2023

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

At March 31, 2023, assets held in the trust account were entirely comprised of marketable securities.

Assets March 31, 2023		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		$	58,200,919			$	-			$	-

Assets December 31, 2022		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		$	116,673,481			$	-			$	-

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS

Merger Agreement

Related Party Transactions

In April 2023, the Sponsor paid a total of $112,183 operating fees on behalf of the Company. The payment by the Sponsor was not considered as drawdown of the Promissory Note.

On May 4, 2023, the Company drew down $187,155 from the Promissory Note in purpose to pay the extension fee and transaction cost for May 2023.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2023

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

During the three months ended March 31, 2023, $60,089,158 was withdrawn from the Trust account for the redemption of 5,588,324 public shares.

Deferred Offering Costs

Deferred Offering Costs

Income Taxes

Income Taxes

Net Income (Loss) Per Share

Net Income (Loss) Per Share

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

SCHEDULE OF NET INCOME (LOSS) PER SHARE


	For the three months ended March 31, 2023						For the three months ended March 31, 2022
Basic and Diluted net income (loss) per share:	Non-redeemable shares			Redeemable shares			Non-redeemable shares			Redeemable shares
Numerators:
Allocation of net losses	$	(317,028	)	$	(704,066	)	$	(3,550	)	$	-
Accretion of temporary equity		-			757,676			-			-
Accretion of temporary equity – (interest earned and unrealized gain on trust account)		-			858,920			-			-
Allocation of net income (loss)	$	(317,028	)	$	912,530		$	(3,550	)	$	-

Denominators:
Weighted-average shares outstanding		3,205,000			7,117,757			2,500,000			-
Basic and diluted net income (loss) per share	$	(0.10	)	$	0.13		$	(0.00	)	$	-

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

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (AS RESTATED) (Tables)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

SCHEDULE OF RESTATEMENT OF CASH HELD IN TRUST ACCOUNT

As of March 31, 2023:	As Previously Reported		Adjustment			As Restated
Current assets:
Marketable securities held in Trust Account	$	58,200,919	$	(58,200,919	)	$	-
Total current assets		58,334,109		(58,200,919	)		133,190
Noncurrent assets:
Marketable securities held in Trust Account		-		58,200,919			58,200,919
Total noncurrent assets		-		58,200,919			58,200,919
Total assets		58,334,109		-			58,334,109

Current liabilities:
Deferred underwriting commissions	$	2,875,000	$	(2,875,000	)	$	-
Total current liabilities		3,957,687		(2,875,000	)		1,082,687
Noncurrent liabilities:
Deferred underwriting commissions		-		2,875,000			2,875,000
Total noncurrent liabilities		-		2,875,000			2,875,000
Total liabilities		3,957,687		-			3,957,687

As of December 31, 2022:	As Previously Reported		Adjustment			As Restated
Current assets:
Marketable securities held in Trust Account	$	116,673,481	$	(116,673,481	)	$	-
Total current assets		116,891,816		(116,673,481	)		218,335
Noncurrent assets:
Marketable securities held in Trust Account		-		116,673,481			116,673,481
Total noncurrent assets		-		116,673,481			116,673,481
Total assets		116,891,816		-			116,891,816

Current liabilities:
Deferred underwriting commissions	$	2,875,000	$	(2,875,000	)	$	-
Total current liabilities		3,021,738		(2,875,000	)		146,738
Noncurrent liabilities:
Deferred underwriting commissions		-		2,875,000			2,875,000
Total noncurrent liabilities		-		2,875,000			2,875,000
Total liabilities		3,021,738		-			3,021,738

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

SCHEDULE OF NET INCOME (LOSS) PER SHARE

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

SCHEDULE OF NET INCOME (LOSS) PER SHARE


	For the three months ended March 31, 2023						For the three months ended March 31, 2022
Basic and Diluted net income (loss) per share:	Non-redeemable shares			Redeemable shares			Non-redeemable shares			Redeemable shares
Numerators:
Allocation of net losses	$	(317,028	)	$	(704,066	)	$	(3,550	)	$	-
Accretion of temporary equity		-			757,676			-			-
Accretion of temporary equity – (interest earned and unrealized gain on trust account)		-			858,920			-			-
Allocation of net income (loss)	$	(317,028	)	$	912,530		$	(3,550	)	$	-

Denominators:
Weighted-average shares outstanding		3,205,000			7,117,757			2,500,000			-
Basic and diluted net income (loss) per share	$	(0.10	)	$	0.13		$	(0.00	)	$	-

INITIAL PUBLIC OFFERING (Tables)

3 Months Ended

Mar. 31, 2023

Initial Public Offering

SCHEDULE OF ORDINARY SHARES REFLECTED IN BALANCE SHEET

At March 31, 2023, the ordinary share reflect 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		(60,089,158	)
Plus:
Accretion of carrying value to redemption value		19,577,848
Subsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on trust account)		2,532,401
Ordinary shares subject to possible redemption (plus any interest earned on the Trust Account)	$	58,200,919

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Assets March 31, 2023		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		$	58,200,919			$	-			$	-

Assets December 31, 2022		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		$	116,673,481			$	-			$	-

SCHEDULE OF RESTATEMENT OF CASH HELD IN TRUST ACCOUNT (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Marketable securities held in Trust Account
Total current assets	133,190	218,335
Noncurrent assets:
Marketable securities held in Trust Account	58,200,919	116,673,481
Total noncurrent assets	58,200,919	116,673,481
Total assets	58,334,109	116,891,816
Current liabilities:
Deferred underwriting commissions
Total current liabilities	1,082,687	146,738
Noncurrent liabilities:
Deferred underwriting commissions	2,875,000	2,875,000
Total noncurrent liabilities	2,875,000	2,875,000
Total liabilities	3,957,687	3,021,738
Previously Reported [Member]
Current assets:
Marketable securities held in Trust Account	58,200,919	116,673,481
Total current assets	58,334,109	116,891,816
Noncurrent assets:
Marketable securities held in Trust Account
Total noncurrent assets
Total assets	58,334,109	116,891,816
Current liabilities:
Deferred underwriting commissions	2,875,000	2,875,000
Total current liabilities	3,957,687	3,021,738
Noncurrent liabilities:
Deferred underwriting commissions
Total noncurrent liabilities
Total liabilities	3,957,687	3,021,738
Revision of Prior Period, Reclassification, Adjustment [Member]
Current assets:
Marketable securities held in Trust Account	(58,200,919)	(116,673,481)
Total current assets	(58,200,919)	(116,673,481)
Noncurrent assets:
Marketable securities held in Trust Account	58,200,919	116,673,481
Total noncurrent assets	58,200,919	116,673,481
Total assets
Current liabilities:
Deferred underwriting commissions	(2,875,000)	(2,875,000)
Total current liabilities	(2,875,000)	(2,875,000)
Noncurrent liabilities:
Deferred underwriting commissions	2,875,000	2,875,000
Total noncurrent liabilities	2,875,000	2,875,000
Total liabilities

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (AS RESTATED) (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
	Apr. 05, 2022	Sep. 30, 2021	Mar. 31, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Gross proceeds			$ (115,000,000)
Proceeds from IPO and Private Placement	$ 115,682,250
Cash held in escrow	115,000,000		132,368	$ 178,652
Cash held in trust			58,200,919	$ 116,673,481
Subscription of ordinary shares	$ 25,000
Number of founder shares repurchased		1,437,500
Repurchased founder shares value		$ 25,000
Issued founder shares value		$ 25,000
Ordinary shares subject to forfeiture		375,000
Cash			132,368
Working Capital			949,497
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Number of founder shares issued		2,875,000
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		$ 2,875,000
Offering costs	5,704,741
Underwriting fees	2,300,000
Deferred underwriting fees	2,875,000
Other offering costs	$ 529,741
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	330,000
Over-Allotment Option [Member] \| Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Ownership percentage		20.00%
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 [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	300,000
Price per share	$ 10.00
Private Placement [Member] \| Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	330,000
Price per share	$ 10.00
Gross proceeds	$ 3,300,000

SCHEDULE OF NET INCOME (LOSS) PER SHARE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Accretion of temporary equity	$ 19,577,848
Allocation of net income (loss)	595,502	$ (3,550)
Non Redeemable Shares [Member]
Allocation of net losses	(317,028)	(3,550)
Accretion of temporary equity
Accretion of temporary equity – (interest earned and unrealized gain on trust account)
Allocation of net income (loss)	$ (317,028)	$ (3,550)
Weighted-average shares outstanding, basic	3,205,000	2,500,000
Weighted-average shares outstanding, diluted	3,205,000	2,500,000
Basic net income (loss) per share	$ (0.10)	$ (0.00)
Diluted net income (loss) per share	$ (0.10)	$ (0.00)
Redeemable Shares [Member]
Allocation of net losses	$ (704,066)
Accretion of temporary equity	757,676
Accretion of temporary equity – (interest earned and unrealized gain on trust account)	858,920
Allocation of net income (loss)	$ 912,530
Weighted-average shares outstanding, basic	7,117,757
Weighted-average shares outstanding, diluted	7,117,757
Basic net income (loss) per share	$ 0.13
Diluted net income (loss) per share	$ 0.13

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		3 Months Ended
	Apr. 05, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Cash in escrow	$ 115,000,000	$ 132,368		$ 178,652
Interest earned		858,920
Reinvested in Trust Account		636,054
Unrealized gain on investments		222,866
Redemption of public shares, withdraw		$ 60,089,158
Redeemed of public shares		5,588,324
Unrecognized tax benefits		$ 0		0
Accrued for interest and penalties		$ 0		$ 0
Warrants exercisable		5,915,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Offering costs	5,704,741
Underwriting fees	2,300,000
Deferred underwriting fees	2,875,000
Other offering costs	$ 529,741

SCHEDULE OF ORDINARY SHARES REFLECTED IN BALANCE SHEET (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
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	(60,089,158)
Accretion of carrying value to redemption value	19,577,848
Subsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on trust account)	2,532,401
Ordinary shares subject to possible redemption (plus any interest earned on the Trust Account)	$ 58,200,919

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)		3 Months Ended
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)	Apr. 05, 2022	Mar. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Gross proceeds		$ (115,000,000)
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	$ 2,875,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	330,000
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
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of private placement \| $	$ 3,000,000
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
Private Placement [Member] \| Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued \| shares	330,000
Price per share \| $ / shares	$ 10.00
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued \| shares	330,000
Proceeds from issuance of private placement \| $	$ 3,300,000

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)			1 Months Ended		3 Months Ended
	Jul. 05, 2021	Jun. 15, 2021	Feb. 28, 2023	Sep. 30, 2021	Mar. 31, 2023	Feb. 05, 2023	Jan. 04, 2023	Jan. 03, 2023	Apr. 05, 2022
Related Party Transaction [Line Items]
Stock repurchased during period, shares				1,437,500
Stock repurchased during period, value				$ 25,000
Extesnsion fee			$ 187,188
Number of public shares redeemed			5,885,324
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Ordinary shares subject to forfeiture					375,000
Over-Allotment Option [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Ownership percentage				20.00%
Sponsor [Member]
Related Party Transaction [Line Items]
Debt instrument, principal amount		$ 300,000						$ 1,000,000
Convertible debt		$ 1,500,000
Conversion, price per share		$ 10.00
Shares, new issuance		150,000
Right, new issuance		150,000
Warrant, purchase		150,000
Extension fee and transaction								$ 1,000,000
Funds							$ 383,333
Extension fee						$ 383,333
Extension fee public share						$ 0.033
Related Party [Member] \| Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Other receivables, net, current									$ 10,000
Payment for administrative fees					$ 30,000
Founder shares [Member]
Related Party Transaction [Line Items]
Stock repurchased during period, shares				1,437,500
Stock repurchased during period, value				$ 25,000
Founder shares [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Stock repurchased during period, shares	1,437,500			2,875,000
Stock repurchased during period, value	$ 25,000			$ 25,000
Ordinary shares subject to forfeiture	187,500			375,000

COMMITMENTS AND CONTINGENCIES (AS RESTATED) (Details Narrative) - USD ($)			3 Months Ended
	Apr. 05, 2022	Aug. 10, 2021	Mar. 31, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Gross proceeds from initial public offering			$ (115,000,000)
Deferred underwriting commissions			$ 2,875,000	$ 2,875,000
Professional fees	$ 25,000
Public offering closing Price	$ 150,000
Monthly payment, description			The Company entered into the agreement with a retainer of $5,000 per month starting from April 1, 2022
Fees for services			$ 15,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	330,000
Over-Allotment Option [Member] \| Ladenburg Thalmann [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering		1,500,000
Gross proceeds from initial public offering			$ 2,300,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	11,500,000
Percentage of cash underwriting commission			2.00%
Gross proceeds from initial public offering	$ 115,000,000		$ 2,875,000
Percentage of underwriting deferred commission			2.50%

SHAREHOLDERS’ DEFICIT (Details Narrative) - $ / shares		3 Months Ended
SHAREHOLDERS’ DEFICIT (Details Narrative) - $ / shares	Apr. 05, 2022	Mar. 31, 2023	Dec. 31, 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, voting rights		Holders of the ordinary shares are entitled to one vote for each ordinary share.
Ordinary shares, shares issued	3,205,000	3,205,000	3,205,000
Ordinary shares, shares outstanding	3,205,000	3,205,000	3,205,000
Ordinary shares subject to possible redemption, shares	11,500,000	5,614,676	11,500,000
Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Share Price		$ 11.50
Class of warrants or rights redemption price per share		$ 0.01
Minimum notice period to be given to warrant holders prior to redemption		30 days
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
Volume weighted average price per share		$ 9.20
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, 2023	Dec. 31, 2022
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	$ 58,200,919	$ 116,673,481
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 ($)		1 Months Ended	3 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Apr. 12, 2023	Apr. 30, 2023	Mar. 31, 2023	Mar. 31, 2022	May 04, 2023
Subsequent Event [Line Items]
Operating fee			$ 263,418	$ 3,550
Subsequent Event [Member]
Subsequent Event [Line Items]
Promissory note amount withdrawn					$ 187,155
Subsequent Event [Member] \| Sponsor [Member]
Subsequent Event [Line Items]
Operating fee		$ 112,183
Merger Agreement [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Share split, description	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
Outstanding value of ordinary shares	$ 350,000,000
Ordinary shares, per shares	$ 10.00