Metal Sky Star Acquisition Corporation(MSSAU) - 2025 Q4 - Annual Report

Financial Performance - For the years ended December 31, 2025 and 2024, the company reported a net loss of $553,581 and net income of $923,146, respectively, with operating costs of $670,668 and $802,875 [198]. - As of December 31, 2025, the company had an accumulated deficit of $8,221,390 and a working capital deficit of $5,318,185, raising substantial doubt about its ability to continue as a going concern [200]. Capital Raising and Costs - The company generated gross proceeds of $115,000,000 from the IPO of 11,500,000 Units and an additional $3,300,000 from the sale of 330,000 Private Units [202]. - Total transaction costs incurred were $5,704,741, including $2,300,000 in underwriting fees and $2,875,000 in deferred underwriting fees [203]. - The company issued a promissory note with a principal amount of up to $4,500,000 to fund transaction costs, with a remaining borrowing balance of $1,327,597 as of December 31, 2025 [212][213]. - The company may need to raise additional capital to meet operational expenditures and complete a Business Combination, which could involve issuing additional securities or incurring debt [214]. Business Combination and Shareholder Actions - The company held an Extraordinary General Meeting on October 30, 2023, where shareholders approved extending the deadline for a Business Combination to August 5, 2024, resulting in the redemption of 2,412,260 public shares [217]. - On April 2, 2025, 491,928 public shares were tendered for redemption during the Extraordinary General Meeting of shareholders [221]. - On December 30, 2025, 37,705 public shares were tendered for redemption in connection with the extension vote, allowing until January 5, 2027, to consummate an initial business combination [222]. - The Merger Agreement with Future Dao was expected to close prior to the end of 2023, valuing Future Dao Ordinary Shares at $10.00 per share after a recapitalization based on a total equity value of $350 million [224]. - A non-binding letter of intent for a business combination with Okidoki was signed, valuing Okidoki at $120 million [227]. - Metal Sky expressed interest in acquiring all issued and outstanding shares of Fedilco, which holds an 80% equity interest in an Armenia-based telecom company [229]. Investments and Financial Position - As of December 31, 2025, the company had investments held in the Trust Account amounting to $1,005,345, intended for completing a Business Combination [205]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2025 [209]. - The company plans to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and conducting due diligence [206]. - As of December 31, 2025, the company was not subject to any market or interest rate risk, with IPO proceeds invested in U.S. government treasury bills or money market funds [236].