UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ 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 ...

Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $(92,707) compared to a net income of $144,123 for the same period in 2024[115]. - For the nine months ended September 30, 2025, the company had a net loss of $(443,906) compared to a net income of $833,308 for the same period in 2024[116]. - As of September 30, 2025, the company had an accumulated deficit of $8,027,355 and a working capital deficit of $5,124,150, raising substantial doubt about its ability to continue as a going concern[117]. IPO and Financing - The company generated gross proceeds of $115,000,000 from the IPO of 11,500,000 Units on April 5, 2022, and an additional $3,300,000 from the sale of 330,000 Private Units[119]. - The company incurred $5,704,741 in transaction costs related to the IPO, including $2,300,000 in underwriting fees[120]. - The company has a promissory note with a balance of $3,122,403 as of September 30, 2025, which was increased to $4,500,000 through amendments[130]. Trust Account and Cash Management - As of September 30, 2025, the company had investments held in the Trust Account amounting to $920,985, which are intended to be used for completing a Business Combination[122]. - The company has no cash held outside the Trust Account as of September 30, 2025, and intends to use these funds primarily for identifying and evaluating target businesses[123]. Business Combination Activities - The company redeemed 5,885,324 shares held by public shareholders following the Extraordinary General Meeting on January 26, 2023[132]. - The company extended the deadline for consummating a business combination to August 5, 2024, as approved in the Extraordinary General Meeting on October 30, 2023[133]. - As of September 30, 2025, 60,523 shares held by public shareholders remained outstanding after the redemption of 491,928 shares[137][136]. - The Company has entered into a non-binding letter of intent for a business combination with Okidoki OÜ, with a total equity value of $120 million[141]. - On November 4, 2024, the Company expressed interest in acquiring all issued and outstanding shares of Fedilco Group Limited, which holds an 80% equity interest in an Armenia-based telecom company[143]. - The Merger Agreement with Future Dao was mutually terminated on October 6, 2023, with no fees or expenses required to be paid by either party[139][140]. - The Company amended its Memorandum and Articles of Association to extend the deadline for consummating a business combination to January 5, 2026, with a reduced extension fee of $25,000 per month[136]. - The Business Combination with Future Dao was unanimously approved by the boards of directors of both companies prior to the termination of the Merger Agreement[138]. Accounting and Risk Management - The Company accounts for ordinary shares subject to possible redemption as temporary equity, reflecting certain redemption rights outside of the Company's control[148]. - The Company has not been subject to any market or interest rate risk as of September 30, 2025, with investments in U.S. government securities and money market funds[151]. - The Company applies the two-class method in calculating earnings per share, excluding ordinary shares subject to possible redemption from basic net loss per ordinary share calculations[149]. - Management does not anticipate that recently issued accounting standards will have a material effect on the consolidated financial statements[150].

Financial Performance - For the three months ended June 30, 2025, the company reported a net loss of $(198,020) compared to a net income of $392,165 for the same period in 2024[117]. - For the six months ended June 30, 2025, the company had a net loss of $(351,198) compared to a net income of $689,185 for the same period in 2024[118]. - As of June 30, 2025, the company had an accumulated deficit of $7,850,446 and a working capital deficit of $4,972,241, raising substantial doubt about its ability to continue as a going concern[119]. IPO and Financing - The company generated gross proceeds of $115,000,000 from the IPO of 11,500,000 Units and an additional $3,300,000 from the sale of 330,000 Private Units[121]. - The company incurred $5,704,741 in transaction costs related to the IPO, including $2,300,000 in underwriting fees[122]. - The company issued a promissory note to M-Star Management Corp. with a principal amount of up to $4,500,000 as of June 30, 2025, to cover transaction costs[132]. - The Company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2025[129]. Trust Account and Investments - As of June 30, 2025, the company had investments held in the Trust Account amounting to $861,784, which will be used to complete a Business Combination[124]. - The company has no cash held outside of the Trust Account as of June 30, 2025, and intends to use these funds primarily for identifying and evaluating target businesses[125]. - The Company has invested the net proceeds from its IPO in U.S. government securities with a maturity of 180 days or less, mitigating exposure to interest rate risk[154]. Business Combinations and Agreements - The company held an Extraordinary General Meeting on October 30, 2023, where shareholders approved extending the deadline for consummating a business combination to August 5, 2024[135]. - The Company extended the deadline for consummating a business combination from April 5, 2025, to January 5, 2026, with a reduced extension fee of $25,000 for each one-month extension[138]. - On October 1, 2024, the Company entered into a non-binding letter of intent for a business combination with Okidoki OÜ, valuing Okidoki at $120 million[144]. - The Company expressed interest in acquiring all issued and outstanding shares of Fedilco Group Limited, which holds an 80% equity interest in an Armenia-based telecom company[146]. - The Merger Agreement with Future Dao was mutually terminated on October 6, 2023, with no fees or expenses required to be paid by either party[142]. - The Business Combination with Future Dao was unanimously approved by the boards of directors of both companies prior to the termination[141]. Shareholder Information - As of June 30, 2025, 60,523 shares held by public shareholders remained outstanding after the redemption of 491,928 shares[139]. Accounting Policies - The Company accounts for ordinary shares subject to possible redemption as temporary equity, measured at fair value[151]. - The Company has identified critical accounting policies that may affect reported amounts of assets and liabilities, requiring management estimates[148]. - 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[152].

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].