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 Q3 - Quarterly Report