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Metal Sky Star Acquisition (MSSA) - 2024 Q3 - Quarterly Report

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]