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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
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (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, 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) Washington, D.C. 20549 FORM 10-Q Cayman Islands N/A (State or other ...
Metal Sky Star Acquisition Corporation(MSSAU) - 2024 Q4 - Annual Report
2025-03-31 20:21
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, 2024 ☐ 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 ...
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
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ 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) | --- | --- | |-------------------- ...
Metal Sky Star Acquisition Corporation(MSSAU) - 2024 Q1 - Quarterly Report
2024-09-18 15:40
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (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, 2024 ☐ 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) | --- | --- | |------------------- ...
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
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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) | --- | |--------------------- ...
Metal Sky Star Acquisition Corporation(MSSAU) - 2023 Q2 - Quarterly Report
2023-08-08 20:07
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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) | --- | |-------------------------- ...