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 Financing - The company generated gross proceeds of $115,000,000 from the IPO of 11,500,000 Units on April 5, 2022, and an additional $3,300,000 from the sale of 330,000 Private Units[119]. - The company incurred $5,704,741 in transaction costs related to the IPO, including $2,300,000 in underwriting fees[120]. - The company has a promissory note with a balance of $3,122,403 as of September 30, 2025, which was increased to $4,500,000 through amendments[130]. 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 these funds primarily for identifying and evaluating target businesses[123]. Business Combination Activities - The company redeemed 5,885,324 shares held by public shareholders following the Extraordinary General Meeting on January 26, 2023[132]. - The company extended the deadline for consummating a business combination to August 5, 2024, as approved in the Extraordinary General Meeting on October 30, 2023[133]. - As of September 30, 2025, 60,523 shares held by public shareholders remained outstanding after the redemption of 491,928 shares[137][136]. - The Company has entered into a non-binding letter of intent for a business combination with Okidoki OÜ, with a total equity value of $120 million[141]. - On November 4, 2024, the Company 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[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]. - The Company amended its Memorandum and Articles of Association to extend the deadline for consummating a business combination to January 5, 2026, with a reduced extension fee of $25,000 per month[136]. - The Business Combination with Future Dao was unanimously approved by the boards of directors of both companies prior to the termination of the Merger Agreement[138]. Accounting and Risk Management - The Company accounts for ordinary shares subject to possible redemption as temporary equity, reflecting certain redemption rights outside of the Company's control[148]. - The Company has not been subject to any market or interest rate risk as of September 30, 2025, with investments in U.S. government securities and money market funds[151]. - The Company applies the two-class method in calculating earnings per share, excluding ordinary shares subject to possible redemption from basic net loss per ordinary share calculations[149]. - Management does not anticipate that recently issued accounting standards will have a material effect on the consolidated financial statements[150].
Metal Sky Star Acquisition (MSSA) - 2025 Q3 - Quarterly Report