Metal Sky Star Acquisition Corporation(MSSAU)
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Metal Sky Star Acquisition Corporation(MSSAU) - 2025 Q3 - Quarterly Report
2025-11-14 01:47
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 Transaction Costs - The company generated gross proceeds of $115,000,000 from the IPO of 11,500,000 Units on April 5, 2022[119]. - Following the IPO, the company incurred transaction costs of $5,704,741, including $2,300,000 in underwriting fees[120]. 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 those funds primarily for identifying and evaluating target businesses[123]. Debt and Shareholder Information - The company issued a promissory note with a principal amount of up to $4,500,000 to M-Star Management Corp., with a balance of $3,122,403 as of September 30, 2025[130]. - As of September 30, 2025, 60,523 shares held by public shareholders remained outstanding[137]. - 491,928 shares held by public shareholders were redeemed as a result of the exercise of the redemption right[136]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2025[127]. Business Combinations and Agreements - On October 30, 2023, the company extended the deadline for consummating a business combination to August 5, 2024, with 2,412,260 shares redeemed by public shareholders[133]. - The proposed business combination with Okidoki OÜ is based on a total equity value of $120 million[141]. - Metal Sky entered into a letter of intent with Fedilco Group Limited to acquire all issued and outstanding shares of Fedilco, which holds an 80% equity interest in Viva Armenia Closed Joint-Stock 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]. - Future Dao's recapitalization will include a share split such that each Future Dao Ordinary Share will have a value of $10.00 per share, based on a total value of $350 million[138]. - The Company has amended its Memorandum and Articles of Association to extend the date for consummating a business combination to January 5, 2026[136]. - The extension payment for the time period has been reduced to $25,000 for each one-month extension[136]. Risk Management - The Company is not subject to any market or interest rate risk as of September 30, 2025, with investments in U.S. government securities[151]. - 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[149].
Metal Sky Star Acquisition Corporation(MSSAU) - 2025 Q2 - Quarterly Report
2025-08-15 20:06
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]. - 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 a promissory note with a balance of $3,047,403 as of June 30, 2025, which may be repaid from the proceeds of the Trust Account upon completion of a Business Combination[132]. Business Combination and Extensions - The company extended the deadline to consummate a business combination to August 5, 2024, with 2,412,260 shares redeemed by public shareholders during the latest extension[135]. - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2025[129]. - As of June 30, 2025, 60,523 shares held by public shareholders remained outstanding after the redemption of 491,928 shares[139]. - The Company has 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]. - A non-binding letter of intent for a business combination with Okidoki OÜ was entered into on October 1, 2024, based on a total equity value of $120 million for Okidoki[144]. - Metal Sky 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 Group 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]. Accounting and Risk Management - The Company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value plus any interest earned on the Trust Account[151]. - 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]. - As of June 30, 2025, the Company was not subject to any market or interest rate risk, with IPO proceeds invested in U.S. government securities or money market funds[154]. - The Company has identified critical accounting policies that may materially affect reported amounts of assets and liabilities[148].
Metal Sky Star Acquisition Corporation(MSSAU) - 2025 Q1 - Quarterly Report
2025-05-15 18:07
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]. - A total of $115,000,000 was placed in the Trust Account after the Initial Public Offering, with transaction costs amounting to $5,704,741[117]. Trust Account and Cash Management - As of March 31, 2025, the company had investments held in the Trust Account of $6,898,161, which will be used to complete a Business Combination[119]. - The company has no cash held outside of the Trust Account as of March 31, 2025, and intends to use these funds primarily for identifying and evaluating target businesses[120]. Financing and Debt - The company issued a promissory note with a principal amount of up to $3,000,000 to fund transaction costs, with a balance of $2,972,403 as of March 31, 2025[126]. Business Combination and Extensions - The company held an Extraordinary General Meeting on October 30, 2023, where shareholders approved an extension for consummating a business combination to August 5, 2024[129]. - The company plans to extend the date for consummating a business combination to January 5, 2026, with a reduced extension payment of $25,000 for each one-month extension[133]. Mergers and Acquisitions - On April 12, 2023, Metal Sky entered into a Merger Agreement with Future Dao Group, valuing Future Dao's equity at $350 million, resulting in a share value of $10.00 post-split[134]. - The Merger Agreement was mutually terminated on October 6, 2023, with no fees or expenses required to be paid by either party[135]. - Metal Sky has entered into a non-binding letter of intent for a business combination with Okidoki OÜ, with a total equity value of $120 million for Okidoki[137]. - A letter of intent was signed with Fedilco Group Limited on November 4, 2024, expressing interest in acquiring all shares of Fedilco, which holds an 80% equity interest in Viva Armenia[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].
Metal Sky Star Acquisition Corporation(MSSAU) - 2024 Q4 - Annual Report
2025-03-31 20:21
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]. Capital Raising and Investments - The company raised 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]. - Total investments held in the Trust Account as of December 31, 2024, amounted to $6,677,519, which the company intends to use for its business combination [193]. - The company incurred transaction costs of $5,704,741 related to the IPO, including $2,300,000 in underwriting fees [191]. - As of December 31, 2024, the company had cash of nil held outside the Trust Account, indicating reliance on funds within the Trust Account for operations [194]. - The company issued a promissory note with a principal amount of up to $3,000,000 to cover transaction costs, with a balance of $2,822,403 as of December 31, 2024 [200]. Shareholder Actions - The company redeemed 5,885,324 public shares during the shareholder meeting, leaving 5,614,676 shares unredeemed [202]. - The company has extended the deadline for consummating a business combination to April 5, 2025, following shareholder approval [207]. Future Business Combinations - 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 share value of $10.00 per share [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, but was terminated on October 6, 2023 [210][211]. - Following the termination, neither party is required to pay any fees or expenses, and both companies released claims related to the Merger Agreement [212]. - On October 1, 2024, Metal Sky signed a non-binding letter of intent for a business combination with Okidoki, valuing Okidoki at $120 million [213]. - There are no guarantees that the proposed transaction with Okidoki will be consummated, as it is subject to board and equity holder approvals, regulatory approvals, and other customary conditions [214]. - Metal Sky expressed interest in acquiring Fedilco Group Limited, which holds an 80% equity interest in an Armenian telecom company, and will seek necessary approvals for the transaction [215]. Financial Reporting and Risk - The company accounts for warrants based on specific terms, classifying them as either equity or liabilities, which affects financial reporting [217][218]. - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value, impacting the balance sheet presentation [219]. - The company applies a two-class method for calculating net loss per ordinary share, excluding certain shares from the basic calculation [220]. - As of December 31, 2024, the company was not subject to market or interest rate risk, with IPO proceeds invested in short-term U.S. government securities [222].
Metal Sky Star Acquisition Corporation(MSSAU) - 2024 Q3 - Quarterly Report
2024-11-13 22:00
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]. Initial Public Offering and Financial Position - 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 no cash held outside the Trust Account as of September 30, 2024, and intends to use any available funds primarily for identifying and evaluating target businesses[124]. - The company has incurred $5,704,741 in transaction costs related to the Initial Public Offering, including $2,300,000 in underwriting fees[121]. Business Combination Plans - 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 deadline for consummating a Business Combination to April 5, 2025, as it continues to search for alternative targets[138]. - 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 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]. - The Merger Agreement with Future Dao Group was mutually terminated on October 6, 2023, with no fees or expenses required to be paid by either party[142][143]. - The business combination with Okidoki OÜ is expected to be announced in the fourth quarter of 2024[144]. - The Company is seeking necessary permissions from the Republic of Armenia's state authorities for the proposed acquisition of Fedilco[146]. Risk and Compliance - As of September 30, 2024, the Company was not subject to any market or interest rate risk, with investments in U.S. government securities and money market funds[155]. - The Company has identified several potential targets in the telecommunications industry, including a target in Armenia[139]. Financial Reporting - The Company is preparing financial statements for the fiscal year ended December 31, 2023, and the three months ended March 31, 2024, and June 30, 2024[140].
Metal Sky Star Acquisition Corporation(MSSAU) - 2024 Q2 - Quarterly Report
2024-09-18 15:41
Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $392,165, compared to a net income of $466,429 for the same period in 2023, reflecting a decrease of approximately 16%[112] - For the six months ended June 30, 2024, the company had a net income of $689,185, down from $1,061,931 in 2023, representing a decline of about 35%[114] Financial Position - 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[115] - 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[120] - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2024[125] Initial Public Offering - 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[117] - The company incurred $5,704,741 in transaction costs related to the Initial Public Offering, including $2,300,000 in underwriting fees[118] Business Combination and Merger Agreement - 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[135] - The company plans to extend the deadline for consummating a Business Combination to August 5, 2024, following shareholder approval[132] - As of June 30, 2024, 3,202,416 public shares remain unredeemed after the exercise of redemption rights by shareholders[133] - The Merger Agreement was mutually terminated on October 6, 2023, with no fees or expenses required to be paid by either party[136] - The termination of the Merger Agreement means that the Transaction Agreements will either be terminated or have no further effect[137] Accounting Policies and Risks - The company has identified critical accounting policies that may materially affect reported amounts of assets and liabilities[139] - Warrants are classified as either equity or liability instruments based on specific terms and applicable accounting standards[140] - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value on the balance sheet[142] - The company applies the two-class method for calculating earnings per share, excluding certain ordinary shares from the basic net loss per share calculation[143] - As of June 30, 2024, the company was not subject to any market or interest rate risk due to investments in U.S. government securities[146]
Metal Sky Star Acquisition Corporation(MSSAU) - 2024 Q1 - Quarterly Report
2024-09-18 15:40
Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $297,020, down from $595,502 in the same period of 2023, primarily due to a decrease in interest income from marketable securities [114]. - 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 [116]. Capital Raising and Investments - The company raised gross proceeds of $115,000,000 from its Initial Public Offering of 11,500,000 Units on April 5, 2022, and an additional $3,300,000 from the sale of 330,000 Private Units [118]. - 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 [121]. - The company incurred $5,704,741 in transaction costs related to the Initial Public Offering, including $2,300,000 in underwriting fees [119]. - The company may need to raise additional capital through loans or investments to meet working capital needs and complete a Business Combination [124]. Business Combination and Agreements - On October 30, 2023, the company extended the deadline to consummate a business combination to August 5, 2024, following shareholder approval [132]. - The company entered into a Merger Agreement with Future Dao Group Holding Limited on April 12, 2023, but this agreement was mutually terminated on October 6, 2023 [135][136]. - The Merger Agreement has been terminated, and no fees or expenses will be paid by either party as a result of this termination [137]. Accounting Policies and Risks - The company has identified critical accounting policies that may affect reported amounts of assets and liabilities, which could lead to material differences from estimates [139]. - Warrants are classified as either equity or liability based on specific terms, with assessments conducted at issuance and quarterly thereafter [140]. - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value, reflecting certain redemption rights outside the company's control [142]. - The company applies the two-class method for calculating earnings per share, excluding certain ordinary shares from the basic net loss per ordinary share calculation [143]. - As of March 31, 2024, 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 [146].
Metal Sky Star Acquisition Corporation(MSSAU) - 2023 Q4 - Annual Report
2024-08-30 00:51
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 compared to $1,295,815 in the previous year [416]. - The company has incurred net cash used in operating activities of $233,324 for the year ended December 31, 2023, compared to $87,585 in 2022 [421]. - The net loss per ordinary share is calculated using the two-class method, excluding certain shares from the basic calculation [444]. 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 [418]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2023, but incurs a monthly fee of $10,000 to the Sponsor for administrative services [429][428]. - A total of 5,885,324 public shares were tendered for redemption, leaving 5,614,676 public shares unredeemed as of the last reported date [432]. Capital Raising Activities - The company raised gross proceeds of $115,000,000 from its Initial Public Offering (IPO) and an additional $3,300,000 from the sale of Private Units, with total transaction costs amounting to $5,704,741 [420][421]. - The Company has invested the net proceeds from its Initial Public Offering in U.S. government treasury bills and money market funds, minimizing interest rate risk exposure [446]. Business Combination and Strategic Direction - The company entered into a Merger Agreement on April 12, 2023, with Future Dao Group Holding Limited, which is expected to close prior to the end of 2023 [437]. - The Merger Agreement was mutually terminated on October 6, 2023, indicating a shift in the company's strategic direction [438]. - The company plans to extend the deadline for consummating a business combination to August 5, 2024, following shareholder approval [434]. - The Merger Agreement has been terminated, and neither party will incur fees or expenses due to this termination [439]. Accounting and Financial Reporting - The Company accounts for warrants based on specific terms, assessing whether they are classified as equity or liabilities [441]. - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value [443]. - The company had investments held in the Trust Account totaling $35,359,088 as of December 31, 2023, which are intended to be used for completing a Business Combination [423].
Metal Sky Star Acquisition Corporation(MSSAU) - 2023 Q3 - Quarterly Report
2023-11-14 21:16
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 [123]. - The company reported net cash used in operating activities of $422,843 for the nine months ended September 30, 2023, compared to $77,835 for the same period in 2022 [127]. Financial Position - The company had a working capital deficit of $2,407,009 and an accumulated deficit of $5,285,214 as of September 30, 2023, raising substantial doubt about its ability to continue as a going concern [124]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2023 [134]. Initial Public Offering (IPO) - The company generated gross proceeds of $115,000,000 from its Initial Public Offering (IPO) and an additional $3,300,000 from the sale of Private Units [126]. - The company incurred $5,704,741 in transaction costs related to the IPO, including $2,300,000 in underwriting fees [127]. Business Combination - The company has entered into a Merger Agreement with Future Dao Group Holding Limited, with the Business Combination expected to close prior to the end of 2023 [142]. - The company plans to extend the deadline for completing a Business Combination to August 5, 2024, with a reduced fee structure for extensions [139][140]. - The Merger Agreement was mutually terminated on October 6, 2023, with no fees or expenses required to be paid by either party [143]. Investments - As of September 30, 2023, the company had investments held in the Trust Account amounting to $60,787,237, which are intended to be used for completing a Business Combination [129]. Management Changes - The company appointed Wenxi He as the new Chief Executive Officer on September 28, 2023, following the resignation of the previous CEO [119]. Accounting Policies - The Company accounts for warrants based on specific terms, assessing whether they are classified as equity or liabilities under FASB ASC 480 and ASC 815 [146]. - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value, reflecting uncertain future events [149]. - The Company applies the two-class method for calculating earnings per share, excluding certain ordinary shares from the basic net loss per ordinary share calculation [150]. - 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 [152].
Metal Sky Star Acquisition Corporation(MSSAU) - 2023 Q2 - Quarterly Report
2023-08-08 20:07
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 [117]. - 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 [122]. - 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 [140]. Financial Position - The company had an accumulated deficit of $4,613,145 and a working capital deficit of $1,734,940 as of June 30, 2023, raising substantial doubt about its ability to continue as a going concern [119]. - As of 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 [124]. - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2023 [128]. Capital Raising and Costs - The company generated gross proceeds of $115,000,000 from its Initial Public Offering of 11,500,000 Units on April 5, 2022, 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 Initial Public Offering, including $2,300,000 in underwriting fees [122]. - The company plans to raise additional capital to meet its operational needs and to finance transaction costs related to the Business Combination [127]. 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 [134]. - The company has a contractual obligation to pay the Sponsor a monthly fee of $10,000 for general and administrative services until the completion of a Business Combination [129]. 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 [142]. - The management does not anticipate that any recently issued accounting standards will have a material effect on interim financial statements [141].