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].
Metal Sky Star Acquisition (MSSA) - 2024 Q4 - Annual Report