Financial Performance - As of March 31, 2025, the company reported a net loss of $(153,178) compared to a net income of $297,020 for the same period in 2024[113]. - The company has an accumulated deficit of $7,549,542 and a working capital deficit of $4,671,337 as of March 31, 2025, raising substantial doubt about its ability to continue as a going concern[114]. Initial Public Offering - The company generated gross proceeds of $115,000,000 from the Initial Public Offering of 11,500,000 Units on April 5, 2022[116]. - Following the Initial Public Offering, a total of $115,000,000 was placed in the Trust Account, with transaction costs amounting to $5,704,741[117]. - As of March 31, 2025, the company had investments held in the Trust Account totaling $6,898,161[119]. - The company has no cash held outside of the Trust Account as of March 31, 2025[120]. Debt Obligations - The company issued a promissory note to M-Star Management Corp. for up to $3,000,000, with a balance of $2,972,403 as of March 31, 2025[126]. Business Combination Activities - The company held an Extraordinary General Meeting on October 30, 2023, where shareholders approved extending the deadline for a business combination to August 5, 2024[129]. - As of March 31, 2025, 552,451 public shares remained unredeemed after the redemption of 2,649,965 shares[132]. - The company plans to use funds from the Trust Account to complete its Business Combination and may withdraw interest to pay taxes[119]. - On April 12, 2023, Metal Sky entered into a Merger Agreement with Future Dao Group, valuing Future Dao's outstanding shares at $350 million, resulting in a post-split value of $10.00 per share[134]. - The Merger Agreement was mutually terminated on October 6, 2023, with no fees or expenses required to be paid by either party[135][136]. - On October 1, 2024, Metal Sky signed a non-binding letter of intent for a business combination with Okidoki OÜ, with a total equity value of $120 million[137]. - Metal Sky expressed interest in acquiring Fedilco Group Limited, which holds an 80% equity interest in Viva Armenia, and will seek necessary approvals from Armenian authorities[139]. Risk Management - As of March 31, 2025, the company was not subject to any market or interest rate risk, with net proceeds from its Initial Public Offering invested in U.S. government securities[147].

Group 1 - Metal Sky Star Acquisition Corporation (NASDAQ:MSSA) is a Special Purpose Acquisition Company (SPAC) focused on facilitating the public listing of its target company through a strategic business combination [1] - The transaction involves the telecom industry and faces complexities typical of de-SPAC processes, requiring extensive regulatory approvals [2] - Shareholders have approved a nine-month extension to complete the transaction, allowing the company to secure necessary regulatory approvals [3] Group 2 - Discussions with NASDAQ indicate that trading in Metal Sky Star's shares will move to the OTC market, but the surviving entity is expected to re-list on NASDAQ after obtaining final government approval [4] - Metal Sky Star Acquisition Corporation is a blank check company formed under Cayman Islands law for the purpose of executing mergers, share exchanges, asset acquisitions, and similar business combinations [5]

Financial Performance - For the year ended December 31, 2024, the company reported a net income of $923,146, down from $2,152,160 in 2023, primarily due to a decrease in interest income from marketable securities [187]. - As of December 31, 2024, the company has an accumulated deficit of $7,175,722 and a working capital deficit of $4,297,517, raising substantial doubt about its ability to continue as a going concern [188]. IPO and Trust Account - The company generated gross proceeds of $115,000,000 from its IPO of 11,500,000 Units and an additional $3,300,000 from the sale of 330,000 Private Units [190]. - The total amount placed in the Trust Account after the IPO was $115,000,000, with transaction costs amounting to $5,704,741 [191]. - As of December 31, 2024, the company had investments held in the Trust Account totaling $6,677,519, which are intended to be used for completing a business combination [193]. - The company has no cash held outside the Trust Account as of December 31, 2024, and plans to use any available funds primarily for identifying and evaluating target businesses [194]. Shareholder Actions - The company redeemed 5,885,324 public shares during the shareholder meeting, leaving 5,614,676 shares unredeemed [202]. - As of December 31, 2024, the company had 552,451 public shares remaining unredeemed after the redemption of 2,649,965 shares [207]. Business Combination Plans - The company plans to extend the deadline for consummating a business combination to January 5, 2026, pending shareholder approval [208]. - Metal Sky entered into a merger agreement with Future Dao Group, valuing Future Dao's outstanding shares at $350 million, resulting in a share price of $10.00 per share after a share split [209]. - The merger agreement was unanimously approved by the boards of directors of both companies and was expected to close by the end of 2023 [210]. - On October 6, 2023, the merger agreement was mutually terminated, and no fees or expenses were required to be paid by either party [211][212]. - Metal Sky signed a non-binding letter of intent for a business combination with Okidoki, valuing Okidoki at $120 million, with existing equity holders rolling 100% of their equity into the combined entity [213]. - A letter of intent was also signed with Fedilco Group Limited for the acquisition of all issued shares, with Fedilco holding an 80% interest in an Armenian telecom company [215]. Accounting and Risk Management - The company accounts for ordinary shares subject to possible redemption as temporary equity, presenting them at redemption value outside of shareholders' equity [219]. - The company applies the two-class method for calculating earnings per share, excluding ordinary shares subject to possible redemption from basic net loss per ordinary share calculations [220]. - As of December 31, 2024, the company was not subject to any market or interest rate risk, with IPO proceeds invested in U.S. government treasury securities [222].

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $144,123, down from $662,376 in the same period of 2023, with operating costs increasing to $329,618 from $110,635[115] - For the nine months ended September 30, 2024, the company had a net income of $833,308, compared to $1,724,307 for the same period in 2023, with operating costs slightly decreasing to $565,585 from $598,030[117] - As of September 30, 2024, the company has an accumulated deficit of $6,788,432 and a working capital deficit of $3,910,227, raising substantial doubt about its ability to continue as a going concern[118] Capital Raising and Investments - The company generated gross proceeds of $115,000,000 from its Initial Public Offering and an additional $3,300,000 from the sale of Private Units[120] - As of September 30, 2024, the company had investments held in the Trust Account amounting to $37,257,981, which are intended to be used for completing a Business Combination[123] - The company has incurred $5,704,741 in transaction costs related to the Initial Public Offering, including $2,300,000 in underwriting fees[121] - The company may need to raise additional capital through loans or investments to meet working capital needs and complete a Business Combination[127] Business Combination Efforts - The company has proposed to extend the deadline for completing a business combination to August 5, 2024, following shareholder approval[135] - The company has filed preliminary proxy statements to extend the date for consummating a business combination to April 5, 2025, as it continues to search for potential targets[137] - The Company has entered into a non-binding letter of intent for a business combination with Okidoki OÜ, valuing the total equity at $120 million[144] - The Company has also entered into a letter of intent with Fedilco Group Limited, which holds an 80% equity interest in Viva Armenia Closed Joint-Stock Company[146] - The Board has decided to extend the time to complete a business combination for an additional eight one-month periods, from August 5, 2024, to April 5, 2025[140] - The proposed business combinations are subject to board and equity holder approval, regulatory approvals, and other customary conditions[145] Trust Account and Financial Management - The Sponsor and/or its affiliate has deposited $50,000 to the Trust Account on August 8, September 3, and October 21, 2024, to compensate shareholders for delays[140] - As of September 30, 2024, the Company was not subject to any market or interest rate risk, with net proceeds invested in U.S. government securities[155] Regulatory and Legal Matters - The Merger Agreement with Future Dao Group Holding Limited was mutually terminated on October 6, 2023[142] - The recapitalization of Future Dao's equity securities was based on a valuation of $350 million, resulting in a share value of $10.00 per share after a share split[141] - The Company filed a preliminary proxy statement for an Extraordinary General Meeting on August 6, 2024, after a delay due to management's focus on amending historical financial statements[140] - The Company is seeking necessary permissions from Armenian authorities for the proposed acquisition of Fedilco Group Limited[146]

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $392,165, down from $466,429 in the same period of 2023, reflecting a decrease of approximately 16%[90]. - For the six months ended June 30, 2024, the company had a net income of $689,185, compared to $1,061,931 for the same period in 2023, indicating a decline of about 35%[92]. - As of June 30, 2024, the company has an accumulated deficit of $6,308,814 and a working capital deficit of $3,480,609, raising substantial doubt about its ability to continue as a going concern[93]. Capital Raising and Investments - The company raised gross proceeds of $115,000,000 from its Initial Public Offering and an additional $3,300,000 from the sale of Private Units, with a total of $115,000,000 placed in the Trust Account[94]. - As of June 30, 2024, the company had investments held in the Trust Account amounting to $36,684,240, which are intended to be used for completing a Business Combination[95]. - The company may need to raise additional capital through loans or investments to meet its working capital needs and complete a Business Combination[99]. Business Combination and Agreements - On April 12, 2023, the company entered into a Merger Agreement with Future Dao Group Holding Limited, which includes a recapitalization of Future Dao's equity securities valued at $350 million[109]. - The company plans to extend the deadline for consummating a business combination to August 5, 2024, following shareholder approval[106]. - The Merger Agreement was mutually terminated on October 6, 2023, with no fees or expenses required to be paid by either party[110]. Financial Obligations and Costs - The company has no long-term debt or capital lease obligations, but incurs a monthly fee of $10,000 to the Sponsor for general and administrative services[101]. - The company has incurred $5,704,741 in transaction costs related to its Initial Public Offering, including underwriting fees[94]. Accounting and Financial Reporting - The company accounts for warrants based on specific terms, classifying them as either equity or liability instruments[112]. - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value[114]. - The company applies the two-class method for calculating net loss per ordinary share, excluding certain shares from the basic calculation[115]. - As of June 30, 2024, the company was not subject to any market or interest rate risk, with investments in U.S. government securities[118].

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $297,020, a decrease of 50.1% compared to $595,502 for the same period in 2023[92]. - The company has an accumulated deficit of $6,084,666 and a working capital deficit of $3,256,461 as of March 31, 2024, raising substantial doubt about its ability to continue as a going concern[94]. - The company expects to incur increased expenses as a result of being a public company, including legal and compliance costs[91]. Initial Public Offering - The company generated gross proceeds of $115,000,000 from its Initial Public Offering of 11,500,000 Units on April 5, 2022[95]. - The company incurred $5,704,741 in transaction costs related to the Initial Public Offering, including $2,300,000 in underwriting fees[95]. Business Combination - As of March 31, 2024, the company had investments held in the Trust Account amounting to $36,067,927, which are intended to be used for completing a Business Combination[96]. - On April 12, 2023, the company entered into a Merger Agreement with Future Dao Group Holding Limited, with a valuation of $350 million for the outstanding shares[108]. - The company plans to extend the deadline for consummating a Business Combination to August 5, 2024, following shareholder approval[105]. - The Merger Agreement was mutually terminated on October 6, 2023, with no fees or expenses required to be paid by either party[109]. - As of March 31, 2024, 3,202,416 public shares remain unredeemed after the exercise of redemption rights by shareholders[106]. Financial Instruments and Accounting - The company accounts for warrants based on specific terms, classifying them as either equity or liability instruments[111]. - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value[113]. - The company applies the two-class method for calculating net loss per ordinary share, excluding certain shares from the basic calculation[114]. - As of March 31, 2024, the company was not subject to any market or interest rate risk, with investments in U.S. government securities[117]. Debt and Obligations - The company has no long-term debt or capital lease obligations, but incurs a monthly fee of $10,000 to the Sponsor for administrative services[100].

Financial Performance - For the year ended December 31, 2023, the company reported a net income of $2,152,160, an increase from $1,274,669 in 2022, driven by interest income on marketable securities of $2,794,771[359]. - The company experienced net cash used in operating activities of $233,324 for the year ended December 31, 2023, compared to $87,585 in 2022[362]. Financial Position - As of December 31, 2023, the company has an accumulated deficit of $5,772,847 and a working capital deficit of $2,844,642, raising substantial doubt about its ability to continue as a going concern[361]. - As of December 31, 2023, the company had investments held in the Trust Account amounting to $35,359,088, which are intended to be used for completing a Business Combination[363]. - The company has no long-term debt or capital lease obligations, but incurs a monthly fee of $10,000 to the Sponsor for administrative services[369]. - The company has the option to raise additional capital through loans or investments from its Sponsor or affiliates to meet working capital needs[367]. - As of December 31, 2023, 3,202,416 public shares remain unredeemed after the exercise of redemption rights by shareholders[374]. Business Combination Activities - On April 12, 2023, the company entered into a Merger Agreement with Future Dao Group Holding Limited, with the Business Combination expected to close prior to the end of 2023[376]. - The company plans to extend the deadline for consummating a Business Combination to August 5, 2024, following shareholder approval on October 30, 2023[373]. - The Merger Agreement was mutually terminated on October 6, 2023, with no fees or expenses required to be paid by either party[377]. Accounting and Reporting - The company accounts for warrants based on specific terms, classifying them as either equity or liabilities, which requires professional judgment[378]. - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value, reflecting uncertain future events[380]. - The company applies the two-class method for calculating net loss per ordinary share, excluding certain shares from the basic calculation[381]. - The net proceeds from the Initial Public Offering have been invested in U.S. government treasury bills or money market funds, minimizing interest rate risk exposure[383]. Initial Public Offering - The company raised gross proceeds of $115,000,000 from its Initial Public Offering (IPO) on April 5, 2022, and incurred transaction costs of $5,704,741[362].

Financial Performance - For the nine months ended September 30, 2023, the company reported a net income of $1,724,307, compared to a net income of $398,558 for the same period in 2022, reflecting a significant increase in interest income from $680,827 to $2,322,337[121]. - For the three months ended September 30, 2023, the company reported a net income of $662,376, compared to a net loss of $409,813 for the same period in 2022[121]. Financial Position - As of September 30, 2023, the company has an accumulated deficit of $5,285,214 and a working capital deficit of $2,407,009, raising substantial doubt about its ability to continue as a going concern[122]. - The company had investments held in the Trust Account amounting to $60,787,237 as of September 30, 2023, which are intended to be used for completing a Business Combination[127]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2023[131]. Initial Public Offering and Fund Usage - The company generated gross proceeds of $115,000,000 from its Initial Public Offering and an additional $3,300,000 from the sale of Private Units, with a total of $115,000,000 placed in the Trust Account[124][125]. - The company plans to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and conducting due diligence[128]. Business Combination - The company entered into a Merger Agreement with Future Dao Group Holding Limited, with the Business Combination expected to close prior to the end of 2023, valuing Future Dao at $350 million[138]. - On October 30, 2023, shareholders approved an extension for the company to consummate a business combination until August 5, 2024, with a reduced fee structure for extensions[136][137]. - The Merger Agreement was mutually terminated on October 6, 2023, with no fees or expenses required to be paid by either party[139]. Risk and Accounting Policies - As of September 30, 2023, the company was not subject to any market or interest rate risk, with net proceeds from the Initial Public Offering invested in U.S. government securities or money market funds[147]. - The company applies the two-class method for calculating earnings per share, excluding ordinary shares subject to possible redemption from the basic net loss per ordinary share calculation[145]. - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value on the balance sheet[144]. - The company does not anticipate any material effect on interim financial statements from recently issued accounting standards[146]. - Warrants are classified as either equity or liability instruments based on specific terms and conditions, with assessments conducted at issuance and quarterly[142]. - Changes in the estimated fair value of warrants are recognized as non-cash gains or losses on the statements of operations[143]. - Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value[144]. - The company has identified critical accounting policies that may materially affect reported amounts of assets and liabilities[141]. - Management's estimates and assumptions could lead to actual results differing materially from reported amounts[141].

Financial Performance - For the six months ended June 30, 2023, the company reported a net income of $1,061,931 compared to a net loss of $11,255 for the same period in 2022, driven by interest income of $1,549,326[113]. - The company incurred operating costs of $487,395 for the six months ended June 30, 2023, an increase from $172,165 in the same period of 2022[113]. - For the six months ended June 30, 2023, net cash used in operating activities was $344,341, compared to $21,603 for the same period in 2022[118]. Financial Position - As of June 30, 2023, the company has an accumulated deficit of $4,613,145 and a working capital deficit of $1,734,940, raising substantial doubt about its ability to continue as a going concern[114]. - As of June 30, 2023, the company had cash of $1,164 held outside the Trust Account, primarily for identifying and evaluating target businesses[120]. - The company has no long-term debt or capital lease obligations, but incurs a monthly fee of $10,000 to the Sponsor for administrative services[124]. Capital Raising - The company raised gross proceeds of $115,000,000 from its Initial Public Offering and an additional $3,300,000 from the sale of Private Units[116]. - The company issued a Promissory Note for up to $2,500,000 to fund transaction costs, with a portion drawn to extend the time for consummating a Business Combination[126]. Investments and Business Combination - At June 30, 2023, the company had investments held in the Trust Account amounting to $59,452,791, which are intended to be used for completing a Business Combination[119]. - The company entered into a Merger Agreement on April 12, 2023, with Future Dao Group Holding Limited, with the Business Combination expected to close prior to the end of 2023[128]. Risk Management - As of June 30, 2023, the company was not subject to any market or interest rate risk, with net proceeds from the Initial Public Offering invested in U.S. government securities and money market funds[136]. - The company believes there will be no material exposure to interest rate risk due to the short-term nature of its investments[136]. Accounting and Reporting - The company applies the two-class method in calculating earnings per share, excluding ordinary shares subject to possible redemption from the basic net loss per ordinary share calculation[134]. - Management does not anticipate that recently issued accounting standards will have a material effect on interim financial statements[135].

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $595,502 compared to a net loss of $3,550 for the same period in 2022[104]. - The company has an accumulated deficit of $3,827,702 and a working capital deficit of $155,946 as of March 31, 2023, raising substantial doubt about its ability to continue as a going concern[105]. Initial Public Offering - The company generated gross proceeds of $115,000,000 from the Initial Public Offering of 11,500,000 Units on April 5, 2022[107]. - Following the Initial Public Offering, a total of $115,000,000 was placed in the Trust Account, with transaction costs amounting to $5,704,741[108]. Cash Flow and Investments - For the three months ended March 31, 2023, net cash used in investing activities was $59,331,482, while net cash provided by financing activities was $59,295,607[110]. - As of March 31, 2023, the company had investments held in the Trust Account amounting to $58,200,919, intended for completing a Business Combination[111]. - The company had cash of $132,368 held outside of the Trust Account as of March 31, 2023, primarily for identifying and evaluating target businesses[112]. - The company issued a promissory note for up to $1,000,000 to fund transaction costs, with $383,333 drawn to extend the time for consummating a business combination[118]. Shareholder Activity - A total of 5,885,324 public shares were tendered for redemption, leaving 5,614,676 public shares unredeemed[119]. Financing Arrangements - The company does not have any off-balance sheet financing arrangements as of March 31, 2023[115].