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 Q4 - Annual Report