MSSAF SEC filings, in plain English

• NT 10-Q14 August 20260001493152-26-038376

  What changed: a routine compliance exhibit: a Form 12b-25 Notification of Late Filing seeking regulatory relief to postpone the submission of the Quarterly Report on Form 10-Q for the period ended June 30, 2026. Mechanics: The registrant states it cannot meet the original deadline because of a 'delay in compiling and processing certain information' and pledges to file the quarterly report on or before the fifth calendar day following the prescribed due date. Why it matters: Investors tracking redemption windows and trust solvency should note that this notification does not pause statutory merger deadlines, alter trust distribution mechanics, or trigger an extension vote. It merely delays the public release of financial data that would normally support net asset value verification and liquidity monitoring.

• 10-Q15 May 20260001493152-26-023814

  What changed: Quarterly report (Form 10-Q) for Metal Sky Star Acquisition Corp for the quarter ended March 31, 2026. Trust account increased to $1,039,281 from $1,005,345; redemption price per share rose to $17.17 from $17.02; extension deadline moved to January 5, 2027 with no further monthly fee; working capital deficit widened to $5,465,810 from $5,318,185; promissory note from sponsor increased to $3,197,403 from $3,172,403; due to related parties rose to $1,724,163 from $1,591,563; net loss narrowed to $113,689 from $153,178; still no definitive business combination agreement; material weakness in internal controls persists. Why it matters: Trust is nearly fully encumbered by redemption liability ($1.04M trust vs $1.04M redeemable shares), leaving negligible free cash for deal expenses. With zero cash on hand, a large working capital deficit, and reliance on sponsor loans, the SPAC faces acute liquidity risk. The extension to January 2027 provides a deadline but no guarantee of a deal. Non-binding LOIs with Okidoki and Fedilco have not progressed to definitive agreements. Investors should monitor whether a transaction is announced or if liquidation becomes likely.

  What changed vs 2025-11-14trust $6.7M → $1.0M -84%deadline 2026-01-05 → 2027-01-05
  trust account, combination deadline, going-concern doubt2 moved · 1 with no prior record of ours

  Trust account

  $6.7M→$1.0M

  SpacBrain reads this as $5,638,238 left the trust between the two filings.

  The clause …“Total current assets 25,858 20,322 Noncurrent assets Marketable securities held in trust account 1,039,281 1,005,345 Total noncurrent assets 1,039,281 1,005,345 Total assets $ 1,065,139 $ 1,025,667 Liabilities, redeemable ordinary”…

  Combination deadline

  2026-01-05→2027-01-05

  SpacBrain reads this as 365 days later than the previous record.

  The clause …“the Company has to consummate a business combination from January 5, 2026 to January 5, 2027. As of March 31, 2026, the ordinary shares reflected in the balance sheet are reconciled in the following tables: Schedule of Ordinary Share”…

  Going-concern doubt

  stated · unchanged

  The clause …“Board (the “FASB”), in Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 10-K31 March 20260001493152-26-014005

  What changed: Form 10-K annual report for Metal Sky Star Acquisition Corporation (MSSAF) for fiscal year ended December 31, 2025. Trust account value decreased from $6,677,519 to $1,005,345; redeemable public shares fell from 552,451 to 60,523 (redemption value $17.02/share vs $12.09); net loss of $553,581 vs net income of $923,146 in prior year; deadline extended to January 5, 2027 with monthly extension fee waived; securities delisted from Nasdaq on April 9, 2025, now trading on OTC; sponsor's promissory note increased to $4.5 million; working capital deficit widened to $5.3 million; auditor expresses substantial doubt about going concern. Why it matters: The filing shows the SPAC has nearly exhausted its trust account, has a negative working capital position, and relies entirely on sponsor loans to fund operations. With no definitive business combination agreement and a deadline less than a year away, liquidation risk is high. The delisting to OTC further reduces marketability and makes a deal harder. The sponsor's significant ownership (85.3%) and the waived extension fee indicate a concerted effort to keep the SPAC alive, but the lack of a target and severe cash constraints make timely completion uncertain.

  What changed vs 2025-03-31trust $35.4M → $6.7M -81%deadline 2026-01-05 → 2027-01-05
  trust account, combination deadline, going-concern doubt +22 moved · 3 with no prior record of ours

  Trust account

  $35.4M→$6.7M

  SpacBrain reads this as $28,681,569 left the trust between the two filings.

  The clause “(Level 2) Significant Other Unobservable Inputs (Level 3) Marketable Securities held in Trust Account $ 6,677,519 $ - $ - Note 9 – Subsequent Events In accordance with ASC Topic 855, “Subsequent Events”, which establishes general”…

  Combination deadline

  2026-01-05→2027-01-05

  SpacBrain reads this as 365 days later than the previous record.

  The clause …“realization of its business plan is dependent upon its ability to complete a business combination on or before January 5, 2027, which is less than one year from the issuance date of the financial statements. If a business combination”…

  Going-concern doubt

  stated · unchanged

  The clause …“of mainly tax-exempt interest income. 34 Liquidity and Capital Resources Going Concern The accompanying consolidated financial statements were prepared assuming that the Company will continue as a going concern. The Company has an”…

  Sponsor loans outstanding

  $300K · unchanged

  The clause …“portion of the expenses of our IPO. As of the date of closing our IPO, we had borrowed $300,000 under the promissory note with our Sponsor. These loans are non-interest bearing, unsecured and were originally due and payable in”…

  Mandate language

  We intend to focus on one or more businesses that have predi… · unchanged

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 8-K26 March 20260001493152-26-012883

  What changed: SEC Form 8-K Current Report under Item 5.02 announcing an executive officer appointment. According to the filing, on March 24, 2026, the Board of Directors of Metal Sky Star Acquisition Corporation appointed Ms. Wenxi He as Chief Financial Officer while maintaining her existing titles as Chief Executive Officer and Chairwoman. The filing attributes her career history to the company's disclosure, stating she has served as chief investment officer at Still Waters Green Technology Limited since February 2019, possesses over fifteen years of investment banking experience, and previously acted as managing director and global head of commodity exchange traded products at Bank of America Merrill Lynch. The filing further cites her prior positions trading and structuring commodity derivative products at Citigroup and handling fixed income security products at UBS and RBC Capital Markets. Her educational background is listed by the registrant as master’s degrees in Mathematical Finance and Engineering from the University of Toronto, and a bachelor’s degree in Engineering from Tongji University. The filing notes the entity formerly operated as Metal Sky Acquisition Corp until a name change dated September 10, 2021. The document contains no references to trust account valuations, redemption windows, extension procedures, business combination targets, or sponsor conduct. Why it matters: For investors monitoring SPAC lifecycle mechanics, this filing functions as routine governance documentation confirming that financial oversight will now carry a dedicated CFO designation under the current CEO/Chairwoman. The registrant's disclosure does not modify the stated January 5, 2027 termination deadline referenced in your tracking parameters, introduces no amendments to trust fund distribution rules, and signals no movement toward a merger or acquisition close. Shareholders should treat the appointment as administrative continuity rather than a trigger for redemptions, liquidity events, or timeline shifts.

• 8-K24 March 20260001493152-26-012383

  What changed: SEC Form 8-K Current Report (Item 5.02) documenting the resignation of the Chief Financial Officer. The Board of Directors of Metal Sky Star Acquisition Corporation accepted the March 18, 2026 resignation of Mr. Kin Sze as Chief Financial Officer. Chief Executive Officer and Chairwoman Wenxi He executed the report on March 24, 2026. The filing states the departure was not caused by any disagreement with the Company, the Board, management, or matters relating to operations, policies, or practices. No successor is named, and the SPAC remains in a searching status with its contractual redemption deadline of January 5, 2027 unchanged. Why it matters: Loss of the CFO during the pre-deSPAC window signals a potential gap in financial oversight, trust account administration, and merger diligence coordination, making it relevant for tracking sponsor conduct and extension readiness. Because the Board and Ms. He declined to cite internal disputes, near-term governance friction appears mitigated, but the unfilled vacancy requires investors to monitor subsequent appointments that will dictate whether redemption logistics, target valuation, and capital raise execution can proceed smoothly ahead of the 2027-01-05 cutoff. The document contains no claims regarding customers, revenue, market size, business strategy, proprietary technology, partnership agreements, or litigation; all disclosed facts originate exclusively from the Board’s acceptance statement and Ms. He’s executive signature.

• 8-K5 January 20260001493152-26-000237

  What changed: Form 8-K Current Report documenting amendments to the Memorandum and Articles of Association following an Extraordinary General Meeting on December 30, 2025. According to the voting tables published in this 8-K, shareholders approved a twelve-extension proposal that waives monthly extension fees and shifts the final liquidation deadline from January 5, 2026 to January 5, 2027. The tabulated results show 3,209,008 'For' votes and 5,878 'Against' votes cast out of the 3,214,886 ordinary shares present as of the December 3, 2025 record date, representing 98.45% of outstanding stock. As detailed in Exhibit 3.1, the revised Article 36.2 explicitly states that the Sponsor bears no obligation to deposit funds into the Trust Account during these extensions. The provision dictates that any failure to close a business combination by the Extended Date triggers an automatic redemption event, forcing directors to cease operations and distribute the Trust Account to Public Share holders pro rata in cash within ten (10) Business Days. Additionally, the filing reaffirms that redeemable warrants carry an exercise price of $11.50 per share, while rights entitle holders to one-tenth (1/10) of an Ordinary Share. Chief Executive Officer and Director Wenxi He executed the report on January 5, 2026. Why it matters: This filing materially resets the SPAC's redemption calendar by carving out a twelve-month grace period beyond the prior January 2026 expiration without demanding sponsor cash injections. By contractually waiving the monthly deposit requirement, Management removes a traditional financial penalty for delayed deals, thereby preserving capital during the extended search window but simultaneously stripping away the cash-call mechanism that historically aligned sponsor and shareholder interests regarding timing. The decisive 98.45% shareholder ratification indicates robust backing for postponement. Should the company fail to finalize a target before January 5, 2027, the unambiguous automatic redemption trigger embedded in the newly adopted Article 36.2 will immediately halt operations and liquidate the Trust Account back to public investors on a strict schedule.

• DEF 14A8 December 20250001493152-25-026551

  What changed: DEF 14A Definitive Proxy Statement convening an Extraordinary General Meeting of Shareholders on December 30, 2025 to vote on three proposals: extending the business combination deadline from January 5, 2026 to January 5, 2027 via up to twelve one-month extensions while waiving the monthly extension fee, amending the Investment Management Trust Agreement to align with the extended timeline, and granting the chairman adjournment authority if vote thresholds are not met. The Board proposes deleting Article 36.2 of the Amended and Restated Memorandum and Articles of Association to permit up to twelve additional one-month extensions to January 5, 2027, and explicitly waiving the monthly extension fee that previously required Sponsor deposits into the Trust Account. If both the Extension and Trust Amendment proposals pass, public shareholders may immediately elect to redeem shares, with a tender deadline set at least two business days prior to the meeting (December 26, 2025 at 5:00 pm Eastern time). The per-share pro rata portion of the Trust Account was approximately $13.56 as of September 30, 2025. At the December 3, 2025 record date, 3,265,523 ordinary shares are issued and outstanding, including only 60,523 Public Shares. The company’s securities were suspended from Nasdaq trading on April 9, 2025, following formal delisting procedures. Why it matters: Directors state they do not believe sufficient time exists to close a transaction by January 5, 2026, having mutually terminated a definitive merger agreement with Future Dao Group Holding Limited on October 6, 2023. The Board cites ongoing non-binding discussions with a telecommunications target in Armenia (NDA dated May 6, 2024), Okidoki O (confidentiality agreement dated September 24, 2024, and letter of intent dated September 27, 2024), and Fedilco Group Limited holding 80% equity in Viva Armenia (letter of intent dated October 15, 2024), while explicitly noting no party carries legal obligation absent a definitive agreement. Sponsors control 3,205,000 shares representing 98.1% of outstanding stock, consisting of 2,875,000 founder shares purchased for an aggregate $25,000 and 330,000 private placement units acquired at $10.00 per unit. Outstanding Sponsor Promissory Notes stood at $3,112,403 as of September 30, 2024 and $2,822,403 as of December 31, 2024, later amended to a $4,500,000 ceiling on August 4, 2025. Historical redemptions have dramatically shrunk the public float: 5,885,324 shares redeemed on January 26, 2023; 2,412,260 on October 30, 2023; 2,649,965 on November 12, 2024; and 491,928 on April 2, 2025. If the proposals fail or a deal is not completed by January 5, 2027, the Trust Account will liquidate, deducting up to $50,000 of interest for dissolution expenses, returning pro rata cash to remaining public holders, and rendering all rights and warrants worthless. The Company has contracted Advantage Proxy, Inc. to solicit proxies for a fixed fee of $7,500 plus expenses.

  What changed vs 2025-03-17deadline 2026-01-05 → 2027-01-05
  combination deadline1 moved

  Combination deadline

  2026-01-05→2027-01-05

  SpacBrain reads this as 365 days later than the previous record.

  The clause …“an additional one-month period (each an “Extension”), from January 5, 2026 to January 5, 2027, and waive the monthly extension fee, by amending the Amended and Restated Memorandum and Articles of Association to delete the existing”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• PRE 14A28 November 20250001493152-25-025339

  What changed: Preliminary proxy statement (Schedule 14A) convening an Extraordinary General Meeting of shareholders on December 30, 2025 to seek approval for a corporate lifespan extension and trust agreement amendment. The Board proposes amending the Amended and Restated M&AA and Investment Management Trust Agreement to permit up to twelve one-month extensions past the existing January 5, 2026 termination date, pushing the Extended Date to January 5, 2027. Concurrently, the monthly extension payment deposited by Sponsor M-Star Management Corporation into the Trust Account is reduced from $25,000 to $15,000. The filing sets the record date at December 3, 2025, establishes a redemption tender deadline of two business days prior to the meeting, and specifies that 60,523 public shares remain outstanding among 3,265,523 total issued ordinary shares. Approval requires a two-thirds vote for the extension and a sixty-five percent vote for the trust amendment, both cross-conditioned. The proxy confirms Nasdaq delisting occurred April 9, 2025, and discloses the working capital promissory note principal capacity was increased to $4,500,000 on August 4, 2025, with reported balances of $3,112,403 and $2,822,403 as of September 30 and December 31, 2024 respectively. Why it matters: The extension sustains SPAC existence but mathematically compresses the trust pool through the $15,000 monthly fee deductions and anticipated pre-meeting redemptions, which the Board admits could reduce the Trust Account to 'a small fraction' of its Record Date balance. Because insiders hold 3,205,000 shares representing 98.1% of the vote, the proxy notes approval is virtually assured unless insiders purchase additional public shares, leaving retail holders with a narrow window to exit at pro rata trust value before liquidity evaporates. The Board attributes the extension to negotiations with non-binding LOIs for an Armenian telecommunications target, Estonia’s Okidoki O classifieds platform, and Fedilco Group Limited, but cautions that no definitive agreements exist. The Board recommends a 'FOR' vote, citing fiduciary best interests and the sponsor’s willingness to bear reduced extension costs while leveraging up to $4,500,000 in promissory notes for transaction expenses. Warrants and rights lack voting power and will expire worthless upon liquidation, while founders and private placement holders have contractually waived liquidation distributions.

• 10-Q14 November 20250001493152-25-022436

  What changed: Quarterly report (Form 10-Q) for Metal Sky Star Acquisition Corporation, a blank check company (SPAC) still searching for a business combination. Trust account decreased from $6.7M to $0.9M due to public share redemptions of $6.1M during the nine months; only 60,523 public shares remain at $15.63 redemption value. Extension deadline pushed to January 5, 2026. Sponsor amended promissory note to $4.5M capacity; $3.1M drawn as of Sept 30. Subsequent to quarter, Sponsor deposited $50,000 for Oct/Nov extension fees. No definitive business combination agreement announced; non-binding LOIs with Okidoki OÜ and Fedilco Group remain. Securities delisted from Nasdaq, now traded on OTC. Net loss of $443,906 for nine months; working capital deficit $5.1M, cash nil. Why it matters: Trust is nearly depleted after massive redemptions, leaving minimal buffer for any deal. The company has no cash outside trust and a large working capital deficit, relying entirely on sponsor loans to continue. The extension to Jan 2026 provides only a few months runway. Delisting from Nasdaq reduces credibility and attractiveness as a merger partner. Without a binding deal or additional funding, the SPAC faces likely liquidation. The small remaining public float ($15.63/share) means any transaction would require substantial new equity.

  trust account, combination deadline, going-concern doubtnothing moved · 3 with no prior record of ours

  Trust account

  $6.7M · unchanged

  The clause “(Level 2) Significant Other Unobservable Inputs (Level 3) Marketable Securities held in Trust Account $ 6,677,519 $ - $ - Note 9 – Subsequent Events In accordance with ASC Topic 855, “Subsequent Events”, which establishes general”…

  Combination deadline

  2026-01-05 · unchanged

  The clause …“the Company has to consummate a business combination from April 5, 2025 to January 5, 2026 and to reduce the amount of the fee to extend such time period; (ii) amend the Investment Management Trust Agreement dated March 30, 2022, as”…

  Going-concern doubt

  stated · unchanged

  The clause …“Board (the “FASB”), in Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 10-Q15 August 20250001641172-25-024362

  What changed: Quarterly report (Form 10-Q) filed by Metal Sky Star Acquisition Corp (MSSAF) for the period ended June 30, 2025, covering the second quarter of fiscal year 2025. Trust account balance collapsed from $6.68M to $0.86M (due to $6.14M in public share redemptions). Redeemable shares outstanding fell from 552,451 to 60,523. The company was delisted from Nasdaq on April 9, 2025 and now trades on OTC. The deadline to complete a business combination was extended to January 5, 2026. A non-binding letter of intent was signed with Fedilco Group Limited (Cyprus, holding 80% of Viva Armenia) on November 4, 2024, with no definitive agreement yet. Accumulated deficit grew to $7.85M; working capital deficit increased to $4.97M. The sponsor increased the promissory note facility to $4.5M on August 4, 2025. Net loss for the six months was $351,198 vs net income of $689,185 in the prior year. Internal control weaknesses remain unremediated. Why it matters: Trust value is nearly exhausted, limiting the SPAC's ability to attract a target or fund redemptions. Delisting from Nasdaq reduces liquidity and attractiveness as a merger partner. The extension to Jan 2026 provides a short runway, but the company is a going concern with substantial doubt. The Fedilco LOI is the only active deal prospect, but it is non-binding and faces regulatory hurdles in Armenia. Sponsor support (via increased promissory note) is critical for survival. Investors should monitor redemption deadlines, trust depletion, and deal progress closely.

  What changed vs 2025-05-15trust $6.9M → $6.7M -3%
  trust account, combination deadline, going-concern doubt1 moved · 2 with no prior record of ours

  Trust account

  $6.9M→$6.7M

  SpacBrain reads this as $220,642 left the trust between the two filings.

  The clause “(Level 2) Significant Other Unobservable Inputs (Level 3) Marketable Securities held in Trust Account $ 6,677,519 $ - $ - Note 9 – Subsequent Events In accordance with ASC Topic 855, “Subsequent Events”, which establishes general”…

  Combination deadline

  2026-01-05 · unchanged

  The clause …“the Company has to consummate a business combination from April 5, 2025 to January 5, 2026 and to reduce the amount of the fee to extend such time period; (ii) amend the Investment Management Trust Agreement dated March 30, 2022, as”…

  Going-concern doubt

  stated · unchanged

  The clause …“Board (the “FASB”), in Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• NT 10-Q14 August 20250001641172-25-023751

  What changed: Form 12b-25 Notification of Late Filing for a Quarterly Report on Form 10-Q. This filing is a formal notification that Metal Sky Star Acquisition Corp cannot meet the statutory deadline for its Form 10-Q for the period ended June 30, 2025. Why it matters: The delayed disclosure directly impacts investor monitoring of redemption windows, trust account sufficiency, and merger timelines by withholding the next scheduled financial snapshot. The explicit acknowledgment of accounting closure delays signals administrative or auditing friction that may extend the timeline for target identification or business combination execution, though no definitive schedule changes, termination events, or sponsor misconduct allegations are disclosed.

• SCHEDULE 13G/A8 August 20250000950170-25-105992

  What changed: A Schedule 13G/A amendment disclosing beneficial ownership for MSSAF, identifying W. R. Berkley Corporation and Berkley Insurance Company as the reporting holders. The excerpt references SEC identifier 0000950170-25-105992 and the submission date 2025-08-08. It contains zero numerical disclosures regarding altered share counts, percentage of outstanding common stock, cash retained in the trust account, or any modifications to the 2027-01-05 redemption window, extension voting schedule, or target acquisition timeline. No statements about sponsor behavior, PIPE arrangements, or conditional redemption thresholds are included. Why it matters: Investors monitoring the 2027-01-05 expiration should note that W. R. Berkley Corporation and Berkley Insurance Company continue to trigger a Section 13(d) reporting obligation, indicating active portfolio surveillance rather than passive detachment. Because the filing excerpt omits all share volumes, acquisition price caps, and board resolutions, analysts cannot determine whether the institutions are accumulating positions ahead of a proposed business combination, preparing to redeem shares prior to a merger vote, or exercising influence over management strategy. No claims concerning revenue projections, customer concentration, patent filings, partnership agreements, regulatory litigation, or executive appointments are present in the text.

• 25-NSE14 July 20250001354457-25-000659

  What changed: A Nasdaq delisting determination and official notice from The Nasdaq Stock Market, LLC confirming that Nasdaq Staff has decided to remove Metal Sky Star Acquisition Corporation securities from the Exchange. Nasdaq Staff determined the Company suspended its securities on April 9, 2025, and declared the delist determination final on that same date. Nasdaq now mandates removal effective at the opening of the trading session on July 24, 2025. Per the filing, Nasdaq Staff initially notified the Company on August 7, 2024, that it no longer qualified under Listing Rule IM-5101-2. The Company appealed on August 14, 2024. The Listing Qualifications Hearings Panel held a hearing on September 19, 2024, and issued decisions on October 1, 2024, and October 3, 2024, with the Panel ultimately deciding to suspend the Company. Nasdaq Staff separately issued an Additional Staff Delist Determination Letter on September 5, 2024. The filing does not specify modifications to the redemption deadline, trust account valuation, extension voting procedures, merger execution status, or sponsor governance actions. Why it matters: The Nasdaq-mandated suspension on April 9, 2025, and the scheduled July 24, 2025 delisting permanently remove open-market liquidity, which directly impairs shareholders’ ability to sell shares or formally exercise redemption rights without triggering charter-specific liquidation protocols. Because Nasdaq Staff attributed the suspension to failing Listing Rule IM-5101-2 qualification standards, and the independent Listing Qualifications Hearings Panel upheld the suspension on October 3, 2024 before Nasdaq Staff finalized the action on April 9, 2025, the loss of exchange status strongly signals heightened probability that the SPAC will face accelerated dissolution mechanics or forced trust distributions absent a negotiated turnaround. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel appear in the exchange determination.

• 10-Q15 May 20250001641172-25-010713

  What changed: Quarterly Report (Form 10-Q) for Metal Sky Star Acquisition Corporation, a blank check company (SPAC) searching for a business combination. Trust value increased to $6.9M from $6.7M; no redemptions in quarter. Extended deadline to Jan 5, 2026 with reduced monthly fee of $25k. Nasdaq delisting occurred on April 9, 2025 after failure to complete combination by 36-month deadline; securities now trade on OTC Pink. Two LOIs remain pending (Okidoki OÜ and Fedilco Group). Sponsor continued funding with additional $78.6k post-quarter. Material weaknesses in internal controls continue. Why it matters: SPAC is in critical survival mode: delisted, trust small ($6.9M), working capital deficit, and no definitive agreement. Shareholders approved another extension but with penny stock redemption limitation removed, meaning public shares could be redeemed below $5.00 net tangible assets. The SPAC's ability to complete a deal in the next 8 months is highly uncertain. The OTC listing may hinder deal attractiveness. Sponsor debt continues to grow, signaling ongoing support but also risk of loan conversion at close.

  What changed vs 2024-11-13trust $37.3M → $6.9M -81%deadline 2025-04-05 → 2026-01-05
  trust account, combination deadline, going-concern doubt2 moved · 1 with no prior record of ours

  Trust account

  $37.3M→$6.9M

  SpacBrain reads this as $30,359,820 left the trust between the two filings.

  The clause “6,325 Total current assets 67,344 6,325 Noncurrent assets Marketable securities held in trust account 6,898,161 6,677,519 Total noncurrent assets 6,898,161 6,677,519 Total assets $ 6,965,505 $ 6,683,844 Liabilities, redeemable ordinary”…

  Combination deadline

  2025-04-05→2026-01-05

  SpacBrain reads this as 275 days later than the previous record.

  The clause …“the Company has to consummate a business combination from April 5, 2025 to January 5, 2026 and to reduce the amount of the fee to extend such time period; (ii) amend the Investment Management Trust Agreement dated March 30, 2022, as”…

  Going-concern doubt

  stated · unchanged

  The clause …“Board (the “FASB”), in Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• SCHEDULE 13G15 May 20250001326389-25-000195

  What changed: A Schedule 13G, which is a routine compliance exhibit used to register and disclose beneficial ownership of more than five percent of a class of public equity securities. The filing attributes a beneficial ownership position to Polar Asset Management Partners Inc. It contains no language altering the redemption deadline of 2027-01-05, the reported $10 trust balance per share, any proposed extension amendments, the company’s SEARCHING designation, or sponsor governance protocols. Why it matters: Because the submission contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, it offers no substantive catalyst for redemption pricing, trust account preservation, deal-progression acceleration, or sponsor accountability tracking. Investors monitoring capital structure timelines or potential sponsor conduct should treat this as a standard ownership snapshot that leaves the mechanical framework governing shareholder exits and business combination windows unchanged.

• 8-K4 April 20250001641172-25-002682

  What changed: A Form 8-K Current Report accompanied by Exhibit 3.1 (constitutional amendments) and Exhibit 99.1 (press release), documenting Nasdaq delisting procedures, corporate governance amendments, and shareholder voting outcomes from an Extraordinary General Meeting held on April 2, 2025. According to Nasdaq’s Listing Qualifications Department, the Company received notice on April 2, 2025 that its securities will be delisted and trading suspends at opening on April 9, 2025 after missing the March 31, 2025 initial business combination window. At the April 2 meeting, shareholders approved amending the charter to extend the deadline up to nine additional one-month periods through January 5, 2026. The filing states the extension fee was reduced so the Sponsor must now deposit $25,000 into the Trust Account for each one-month extension. Article 36.5(c) was amended to eliminate the 'Redemption Limitation' that previously barred redemptions or deal consummation if public shares triggered SEC Rule 3a51-1 penny stock classifications or failed the US$5,000,001 net tangible asset requirement. Of the 3,696,514 shares present (98.38% of outstanding shares as of March 11, 2025), 3,688,035 voted FOR and 8,479 AGAINST the extension and corresponding trust amendment. The redemption limitation elimination passed 3,696,514 FOR with 0 AGAINST. The Company confirms the re-election of directors Wenxi He, Christopher John Regan, Zhuo Wang, Zining Jiang, and Xinghua Fan, and the ratification of UHY LLP as independent auditor. Why it matters: The Company characterizes itself as a Cayman Islands blank check entity formed to effect a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination. Mechanically, the extension pushes the mandatory automatic redemption trigger to January 5, 2026, deferring liquidation while contractually binding the Sponsor to deposit $25,000 into the Trust Account for each monthly extension to maintain capital integrity. Stripping the penny stock and net tangible asset protections fundamentally alters the downside scenario for public shareholders, removing a structural floor that previously blocked closings where target valuations or capital structures might breach the US$5,000,001 minimum asset test or fall under penny stock rules. Nasdaq delisting shifts marketability to the OTC segment under identical ticker symbols, a move historically associated with reduced institutional custody eligibility, narrower bid depth, and lower sell-side coverage. The overwhelming approval margins across all proposals indicate concentrated shareholder alignment behind the revised framework, materially decreasing the likelihood of coordinated pre-deadline redemptions and preserving the Trust Account balance throughout the extended acquisition window.

• 10-K31 March 20250001641172-25-001754

  What changed: Annual Report (Form 10-K) for fiscal year ended December 31, 2024, including audited financial statements, from Metal Sky Star Acquisition Corporation, a SPAC. Trust account cash fell from $35.36M to $6.68M after 2,649,965 public shares were redeemed at the November 12, 2024 extension vote. Sponsor loan balance rose to $2.82M. Working capital deficit deepened to $4.30M from $2.84M. Net income was $923k, down from $2.15M in 2023, driven by lower interest income on the shrinking trust. The company filed a definitive proxy on March 17, 2025 seeking to extend the deadline from April 5, 2025 to January 5, 2026 with reduced extension fees of $25k/month, plus a proposal to eliminate the $5M minimum net tangible asset redemption threshold. The prior merger with Future Dao was terminated in October 2023. Two new LOIs were signed subsequent to the reporting period: one with Okidoki OÜ (Estonia, general classifieds, $120M equity value) on October 1, 2024, and one with Fedilco Group (Cyprus, holds 80% of Viva Armenia telecom) on November 4, 2024. No definitive agreement has been reached on either. The auditor's opinion includes a going-concern qualification. Nasdaq compliance was regained on February 12, 2025, but the company warns that extending beyond April 5, 2025 would violate Nasdaq IM-5101-2 (36-month limit), so it faces potential delisting if it extends past that date. Material weaknesses in internal control over financial reporting were identified. Why it matters: The trust is nearly empty; only $6.68M remains for a deal valued at $120M+ per the LOIs, meaning any transaction would require massive outside financing or a massive reduction in target valuation. The sponsor has already lent over $2.8M, indicating it is financially committed but also that the company is dependent on sponsor support. The March 2025 proxy to eliminate the penny-stock rule net-tangible-asset threshold signals the sponsor expects heavy redemptions or wants to complete a deal with a low public float. The stated April 5, 2025 deadline is days away, and the proposed extension to January 5, 2026 will violate Nasdaq rules. The two LOIs are non-binding and may be stale. This SPAC is in severe distress: minimal cash, a huge time crunch, a possible delisting trigger, and no executed deal.

  What changed vs 2024-08-30trust $116.9M → $35.4M -70%deadline 2025-04-05 → 2026-01-05
  trust account, combination deadline, going-concern doubt +22 moved · 3 with no prior record of ours

  Trust account

  $116.9M→$35.4M

  SpacBrain reads this as $81,532,728 left the trust between the two filings.

  The clause “(Level 2) Significant Other Unobservable Inputs (Level 3) Marketable Securities held in Trust Account $ 35,359,088 $ - $ - Note 9 – Subsequent Events In accordance with ASC Topic 855, “Subsequent Events”, which establishes general”…

  Combination deadline

  2025-04-05→2026-01-05

  SpacBrain reads this as 275 days later than the previous record.

  The clause …“realization of its business plan is dependent upon its ability to complete a business combination on or before January 5, 2026, which is less than one year from the issuance date of the financial statements. If a business combination”…

  Going-concern doubt

  stated · unchanged

  The clause …“of mainly tax-exempt interest income. 36 Liquidity and Capital Resources Going Concern The accompanying financial statements were prepared assuming that the Company will continue as a going concern. The Company has an accumulated”…

  Sponsor loans outstanding

  $300K · unchanged

  The clause …“portion of the expenses of our IPO. As of the date of closing our IPO, we had borrowed $300,000 under the promissory note with our Sponsor. These loans are non-interest bearing, unsecured and were originally due and payable in”…

  Mandate language

  We intend to focus on one or more businesses that have predi… · unchanged

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 8-K25 March 20250001641172-25-000543

  What changed: Form 8-K reporting a Nasdaq listing compliance deficiency (Item 3.01), specifically a notice of failure to satisfy continued listing rule standards. On March 24, 2025, Nasdaq's Listing Qualifications Department notified Metal Sky Star Acquisition Corporation that it is not in compliance with Nasdaq Listing Rule 5450(b) due to failing to maintain a minimum of 1,100,000 publicly held shares. The notice carries no immediate effect on trading. The filing outlines a strict remediation timeline: the company has 45 calendar days to submit a compliance plan. If Nasdaq accepts the plan, the company receives an extension of up to 180 calendar days from the notice date to regain compliance. As an alternative path, management states the company may apply to transfer to the Nasdaq Capital Market, which requires submitting an online application, paying a $5,000 fee, and meeting that tier's continued listing standards. Failure to cure the shortfall within the designated compliance period subjects the securities to delisting, though Nasdaq rules provide an appellate hearings panel process. Why it matters: This notice does not modify the SPAC's January 5, 2027 merger deadline, nor does it trigger an automatic redemption price calculation or extend the trust hold period. However, it directly impacts secondary market liquidity and corporate governance trajectory. Falling below the 1,100,000 public share threshold indicates significant float contraction, which can pressure trading volumes and widen bid-ask spreads across the ordinary shares, units, warrants (exercisable at $11.50 per share), and rights. If the company cannot submit a viable plan within 45 days or cure the deficiency within the 180-day extension window, delisting becomes likely, complicating shareholder communication, future capital raises, and the practical execution of a business combination. Conversely, a voluntary transfer to the Capital Market shifts the company to different ongoing disclosure and financial benchmarks without dissolving the existing shell structure. Tracking subsequent SEC filings for the compliance plan submission and Nasdaq's response is critical for assessing whether the listing status will stabilize before the January 2027 termination horizon.

• DEF 14A17 March 20250001493152-25-010571

  What changed: SEC Schedule 14A Definitive Proxy Statement (DEF 14A) and Notice of Extraordinary General Meeting of Shareholders. The filing advances six proposals, with the mechanical core consisting of cross-conditioned Amendments 3 and 4. According to the Board, Amendment 3 revises the Amended and Restated M&AA to extend the initial business combination deadline from April 5, 2025 to January 5, 2026 across up to nine one-month increments. Concurrently, Amendment 4 modifies the Investment Management Trust Agreement to lower the Sponsor's mandatory monthly deposit to the Trust Account to $25,000. Amendment 5 strips out the net tangible asset 'penny stock' redemption limitation, allowing redemptions that would otherwise trigger the limit. Public shareholders may tender their 552,451 outstanding Public Shares for redemption if the amendments pass, with the per-share pro rata trust portion calculated at approximately $12.35 as of March 5, 2025. Shareholders must deliver physical certificates or use DWAC electronic delivery to transfer agent Vstock Transfer LLC by March 31, 2025. Voting thresholds require a two-thirds affirmative vote for the extension and redemption limitation amendments, and a 65% vote of all issued and outstanding shares for the trust amendment. Why it matters: The extension fundamentally resets the redemption clock, giving shareholders a choice between an immediate ~$12.35 per share cash exit via the March 31, 2025 tender deadline or retaining exposure to a SPAC that has historically defaulted on automatic liquidation timelines. The Board states it is pursuing the extension because it 'will not be sufficient time' to close a deal by April 5, 2025, citing three specific negotiation stages: a May 6, 2024 NDA with an unnamed Armenian telecommunications target, a September 27, 2024 non-binding letter of intent with Okidoki O (described as 'one of Estonia’s largest and most popular general classifieds platform'), and an October 15, 2024 letter of intent with Fedilco Group Limited (which the filing notes holds '80% equity interest of Viva Armenia Closed Joint-Stock Company'). All three targets carry explicit disclosures that parties hold 'no legal obligation' absent definitive agreements. Because M-Star Management Corporation controls 3,205,000 shares (approximately 85.3% of the register), and holds founder shares originally purchased for a total of $25,000 ($0.01 per share after the September 26, 2021 buyback and reissuance), the Board acknowledges a strong financial incentive to approve the reduced $25,000 monthly fee rather than face liquidation. The filing further discloses that unextended working capital promissory notes totaled $2,672,403 as of September 30, 2024, and that independent registered public accounting firm UHY LLP billed $112,750 in audit fees for fiscal year 2023 versus $83,625 in 2022. Risk factors attributed to the Company warn that past extensions contradicted the original IMTA and triggered Nasdaq delisting determinations over late 10-K/10-Q filings and fewer than 400 public holders, though a February 11, 2025 letter from Nasdaq's Office of the General Counsel confirmed renewed compliance. If the Company dissolves without a combination, rights and warrants expire worthless, and the Sponsor has waived liquidation rights on founder and private placement shares. The removal of the redemption limitation means heavy shareholder exits could leave insufficient trust capital to satisfy future acquisition conditions, potentially forcing the Company to raise expensive outside capital or abandon a deal entirely.

  What changed vs 2024-10-22deadline 2025-04-05 → 2026-01-05
  combination deadline1 moved

  Combination deadline

  2025-04-05→2026-01-05

  SpacBrain reads this as 275 days later than the previous record.

  The clause …“an additional one-month period (each an “Extension”), from April 5, 2025 to January 5, 2026, and reduce the amount of the fee to extend such time period, by amending the Amended and Restated Memorandum and Articles of Association to”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• UPLOAD17 March 20250000000000-25-002867

  What changed: SEC Division of Corporation Finance completion-of-review correspondence regarding a Preliminary Proxy Statement on Schedule 14A. The letter acknowledges that the SEC staff completed its review of the Preliminary Proxy Statement originally filed on March 6, 2025 (File No. 001-41344). The document introduces no updates to redemption deadlines, trust account valuations, extension voting results, business combination deal progress, or sponsor conduct metrics. Why it matters: Completion of SEC staff review typically clears the procedural path for the preliminary proxy to become effective and be distributed to stockholders, which precedes any scheduled special meeting or shareholder vote on a proposed business combination. Because the underlying Schedule 14A text is not enclosed, investors cannot yet verify specific redemption mechanics, extension conditions, or meeting logistics.

• PRER14A13 March 20250001493152-25-010196

  What changed: This document is a Preliminary Proxy Statement (PRER14A) and Notice of Extraordinary General Meeting soliciting shareholder votes on six proposals. Mechanics: The filing proposes extending the business combination deadline from April 5, 2025 to January 4, 2026 (also referenced as January 5, 2026 in Annex A) through up to nine one-month extensions, contingent on approving a Charter amendment (Proposal 3) and a Trust Agreement amendment (Proposal 4) requiring $25,000 monthly deposits into the Trust Account. It proposes eliminating the Redemption Limitation (Proposal 5), which previously barred redemptions if they would reduce net tangible assets below US$5,000,001 or trigger SEC 'penny stock' classification under Rule 3a51-1 of the Exchange Act. Public shareholders may redeem shares for a pro rata trust portion of approximately $12.35 per share as of March 5, 2025, regardless of vote direction, by tendering certificates electronically via DWAC or physically at least two business days prior to the meeting. Special resolution thresholds are set at two-thirds for Proposals 3 and 5, and 65% for Proposal 4. Insider affiliates hold 3,205,000 of the 3,757,451 outstanding shares (approximately 85.3%), controlling outcomes. Historical redemptions totaled 5,885,324 shares (January 2023), 2,412,260 shares (October 2023), and 2,649,965 shares (November 2024). Substance: The Board reports an NDA dated May 6, 2024 with an Armenia-based telecommunications target; a confidentiality agreement and non-binding LOI dated September 24, 2024 regarding Okidoki O, identified as one of Estonia's largest general classifieds platforms; and an LOI dated October 15, 2024 regarding Fedilco Group Limited, holding 80% equity in Viva Armenia Closed Joint-Stock Company. The filing discloses Nasdaq regained compliance with Listing Rule IM-5101-2 on February 12, 2025 following prior delisting notices, details a sponsor promissory note balance of $2,672,403 as of September 30, 2024, notes $10,000 monthly administrative payments to the Sponsor, confirms founder shares originated at an aggregate $25,000, and ratifies UHY LLP as auditor for fiscal year ending December 31, 2024 after billing $112,750 in 2023 and $83,625 in 2022. Why it matters: The explicit $12.35 per-share trust valuation as of March 5, 2025 gives investors a concrete exit benchmark ahead of the meeting. Eliminating the US$5,000,001 net tangible asset and penny stock redemption floors alters the liquidation calculus: heavy early redemptions will no longer trigger automatic dissolution or block extensions, but will rapidly deplete capital, increasing post-extension financing dependency. The 85.3% insider voting block ensures the extension passes if sponsors maintain the $25,000/month funding discipline, preserving the sponsor's contingent upside on founder shares and private placement units while signaling fiduciary alignment. Documented NDA and LOI timestamps establish a transparent negotiation trail for target due diligence, though non-binding terms preserve execution uncertainty. Nasdaq compliance restoration suspends near-term delisting pressure, yet the filing retains forward-looking warnings about continued listing maintenance. The mandatory DWAC/certificate tender deadline two business days pre-meeting creates a narrow operational window for liquidity events.

• CORRESP13 March 20250001493152-25-010199

  What changed: A CORRESP submission responding to Securities and Exchange Commission Division of Corporation Finance comments regarding Amendment No. 1 to a Preliminary Proxy Statement on Schedule 14A. Through counsel Yu Wang of Hankun Law, Metal Sky Star Acquisition Corporation revised disclosures on pages 12 and 13 of Amendment No. 1 to acknowledge SEC staff concerns. The company reinstated risk factor language stating that its failure to complete a business combination by August 5, 2024, triggers automatic redemption by August 19, 2024. Why it matters: This correspondence confirms the SPAC missed its original August 2024 business combination deadline but is actively pursuing a further extension to January 5, 2026. However, the issuer’s own proxy materials will now explicitly warn public shareholders that Nasdaq’s amended listing rules create an imminent delisting trigger once the 36-month window concludes on April 5, 2025.

• UPLOAD12 March 20250000000000-25-002743

  What changed: SEC Staff Comment Letter (Upload) regarding a Preliminary Proxy Statement on Schedule 14A. The SEC staff identified two mechanical disclosure gaps affecting redemption timelines, extension approvals, and exchange listing. Why it matters: The comment letter places active regulatory scrutiny on the sponsor’s historical extension communications and current redemption mechanics.

• PRE 14A6 March 20250001493152-25-009419

  What changed: Preliminary proxy statement (PRE 14A) soliciting shareholder votes for an Extraordinary General Meeting to consider six proposals, including director elections, auditor ratification, corporate existence extensions, trust agreement amendments, redemption limitation removal, and meeting adjournment authority. The Board proposes amending the Amended and Restated M&AA to extend the business combination deadline from April 5, 2025 to January 5, 2026 (alternatively referenced as January 4, 2026) via up to nine one-month extensions. To support this, the Board proposes reducing the Monthly Extension Fee payable to the Trust Account to $25,000 per period. Public shareholders may exercise redemption rights now for a pro rata portion of the Trust Account, which held approximately $12.35 per share as of March 5, 2025. The filing also proposes eliminating the Redemption Limitation that previously blocked business combinations if redemptions caused net tangible assets to drop below $5,000,001 or triggered penny stock status. On the Record Date, 3,757,451 ordinary shares were outstanding, including 552,451 Public Shares, with the Sponsor holding 3,205,000 shares representing approximately 85.3%. The extension proposal is cross-conditioned with the trust amendment proposal; both require approval to proceed. Why it matters: According to the Board, the Company remains in the process of negotiating potential targets, having executed a non-disclosure agreement dated May 6, 2024 with an Armenia-based telecommunications company, a confidentiality agreement and non-binding letter of intent dated September 24 and 27, 2024 with Okidoki O, and a letter of intent dated October 15, 2024 with Fedilco Group Limited regarding Viva Armenia. The Board notes that all three letters of intent are non-binding and lack legal obligation absent a definitive agreement. Removing the Redemption Limitation increases the risk that massive redemptions at this meeting could drain the Trust Account, forcing reliance on working capital loans (historically up to $3,000,000 drawn by the Sponsor, with balances of $2,672,403 as of September 30, 2024) or third-party financing to complete a deal. Historically, the Board paid extension fees ranging from $383,333 down to $187,155 after prior redemptions, making the proposed $25,000 monthly cap a significant reduction in Sponsor cost. While Nasdaq confirmed compliance with listing rules as of February 12, 2025, additional redemptions here could again reduce public holders below required thresholds. The Board unanimously recommends voting FOR all proposals, citing fiduciary duty to preserve opportunity given past expenditures of time and capital.

• 8-K14 February 20250001493152-25-006651

  What changed: A Form 8-K current report under Item 8.01 Other Events, serving as a regulatory compliance and corporate action disclosure regarding Nasdaq listing status and governance amendments. According to the filing, the registrant states that on February 11, 2025, it received a letter from the Office of the General Counsel of Nasdaq confirming regained compliance with Nasdaq Listing Rule IM-5101-2(b). This resolves a prior condition issued on October 3, 2024, mandating shareholder approval by November 30, 2024, to amend the memorandum and articles of association for a deadline extension. As detailed in the text, shareholders ratified the amendment at an Extraordinary General Meeting convened on November 12, 2024, with the executed revisions filed with the Cayman Islands General Registry on November 13, 2024. These changes permit consummating a business combination up to eight times, each grant extending the period by one month, shifting the operative deadline from August 5, 2024 to April 5, 2025. Nasdaq consequently ruled the Company fulfills all initial listing requirements, ensuring securities remain listed. The document further specifies that redeemable warrants carry an exercise price of $11.50 per share and carries the signature of Chief Executive Officer and Director Wenxi He, dated February 14, 2025. Why it matters: This filing mechanically alters the SPAC's survival window by locking in a final merger completion date of April 5, 2025. Maintaining Nasdaq listing compliance temporarily halts delisting risks, but the truncated schedule significantly compresses execution flexibility relative to typical SPAC timelines, heightening redemption probabilities if a target is not finalized. Because the document offers zero information on trust fund balances, per-share liquidation values, acquisition targets, management strategy, sponsor track record, or underlying financial health, it provides no actionable data for valuation modeling. Investors assessing exit liquidity must rely exclusively on earlier periodic filings for trust accounting details and redemption price calculations.

• SCHEDULE 13G/A14 February 20250001326389-25-000111

  What changed: A Schedule 13G/A amendment filing and routine regulatory compliance exhibit reporting beneficial ownership by Polar Asset Management Partners Inc. The provided text contains only the filing designation, a registration identification number, and the reporting holder name. It includes no share counts, percentage ownership levels, redemption price benchmarks, trust account balances, extension vote records, target due diligence updates, or sponsor governance statements. Why it matters: A 13G/A typically flags alterations to previously disclosed equity positions or shifts in voting/control thresholds. Because this excerpt omits all numerical disclosures and narrative content, it supplies no data that would affect redemption calculation mechanics, trust maintenance timelines, merger deadline extensions, or sponsor capital allocation behavior. No party has asserted statements regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel in this filing.

• SCHEDULE 13G/A13 February 20250001085146-25-001298

  What changed: Schedule 13G/A beneficial ownership report. Cowen and Company, LLC filed an amended Schedule 13G to disclose beneficial ownership of Metal Sky Star Acquisition Corp securities. The provided text does not quantify previously held versus currently held shares, report acquisition or disposition dates, or state percentage thresholds. It contains no references to redemption deadlines, trust value per share, extension procedures, business combination progress, or sponsor conduct. Why it matters: The filing updates public ownership records for the SPAC. Because the excerpt lacks numerical changes, trading activity disclosures, or declarations regarding the company’s search phase, trust account preservation, or target acquisition timeline, it does not alter the documented searching status, the January 5, 2027 deadline, or shareholder redemption mechanics. It introduces no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; the sole factual assertion is that Cowen and Company, LLC continues to file a beneficial ownership report for the issuer.

• 8-K10 January 20250001493152-25-001573

  What changed: A Form 8-K Current Report under Item 5.02 disclosing changes to the board of directors for Metal Sky Star Acquisition Corp. On January 7, 2025, Mr. Konstantin Anatolyevich Sokolov tendered his resignation as a director, effective the same date. According to the filing, Mr. Sokolov confirmed his resignation was not caused by any disagreement with the company’s operations, policies, or practices. On the same date, the board approved the appointment of Mr. Christopher John Regan as an independent director, effective immediately. Why it matters: This filing does not address the January 5, 2027 termination deadline, trust account valuation, shareholder redemption mechanics, or active business combination negotiations. The board composition shift, however, may affect oversight responsibilities prior to any future merger vote or extension proposal. The filing attributes Mr. Regan’s professional background to the registrant as follows: he currently serves as Director and Head of Trading at KX Power, described as an asset management business operating grid-scale batteries in the United Kingdom, and brings over 20 years’ experience in the energy sector focused on asset optimization and short-term power trading. The document further states he is Managing Director of Short-Term Power Trading at an energy trading software firm where he develops algorithmic trading solutions, previously acted as Head of Trading and Operations and Battery Optimization at EDF Energy overseeing long-term physical trading, gas balancing, short-term power trading, and portfolio optimization, and designed the battery trading platform PowerShift. It notes his academic credentials include a bachelor’s degree in Physics with Computer Science from the University of Southampton and an EMBA with distinction from Insead. The 8-K asserts he has no family relationship with current directors or executives, has engaged in no disclosable transactions with the company under Item 404(a) of Regulation S-K, and was appointed without any side agreements or understandings with third parties. Chief Executive Officer Wenxi He executed the report on January 10, 2025. As for the capital structure, the filing identifies registered classes of stock traded on NASDAQ, explicitly noting that ordinary shares carry a $0.001 par value, redeemable warrants allow investors to purchase ordinary shares at an exercise price of $11.50 per share, and rights entitle holders to receive one-tenth (1/10th) of one ordinary share.

• 8-K23 December 20240001493152-24-051816

  What changed: A Form 8-K current report filed under Section 13 or 15(d) of the Securities Exchange Act of 1934, specifically disclosing Item 5.02 regarding the departure of the Chief Financial Officer and the appointment of a successor, accompanied by standard forward-looking statement disclaimers and explicit risk warnings regarding Nasdaq listing rule compliance and SEC reporting readiness. Mechanically, the filing does not amend the redemption calendar, trust account terms, business combination deadline, extension provisions, or target deal pipeline. Executive structure shifted when Ms. Wenxi He tendered her resignation as Chief Financial Officer effective December 20, 2024, though she remains Chief Executive Officer and a director. The board confirmed that 'her resignation is not a result of any financial disclosure or accounting issues and that there is no dispute or disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.' Concurrently, the board appointed Mr. Kin Sze as Chief Financial Officer effective December 20, 2024, verifying 'there is no arrangement or understanding between Mr. Sze and any other person pursuant to which Mr. Sze was appointed as the Chief Financial Officer,' and noting he holds 'no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K' and shares no family relationship with existing directors or officers. Sponsor oversight continuity remains anchored by the CEO, with no alterations to shareholder redemption rights or trust distribution mechanics disclosed. Why it matters: Beyond mechanics, the document details personnel qualifications and corporate risk exposure. The filing presents Mr. Sze's background as containing 'more than 20 years investment experience in the global financial market,' including serving since July 2024 as Chief Executive Officer and Chairman of Ocean Capital Acquisition Corporation, acting as a director of Yoov Group Holding Limited—a cloud-based application platform as a service company—which 'entered into an agreement and plan of merger to acquire Aptorum Group Limited (Nasdaq: APM) for US$250 million in a reverse merger transaction,' working as Executive Director of Silverbricks Asset Management Company Limited from July 2020 to October 2024, leading Proficient Alpha Acquisition Corp (Nasdaq: PAAC), identified as a US$115 million SPAC that completed its merger with Lion Group Holding Limited in June 2020, holding roles at ABC International Holdings Limited and China Everbright Limited, and qualifying as a Chartered Financial Analyst charterholder with educational credentials from the University of South Australia and University of Toronto. Regarding operational risk, the company attributes to its own forward-looking statements specific uncertainties, cautioning that factors include 'our ability to respond in a timely and satisfactory matter to the inquiries by Nasdaq, our ability to regain compliance with the Listing Rule and our ability to become current with our reports with the SEC.' These disclosed compliance headwinds suggest potential administrative friction that could delay capital market activities or merger execution, warranting monitoring alongside the unchanged trust framework and ongoing deal search.

• 8-K14 November 20240001493152-24-045311

  What changed: A Form 8-K Current Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 documenting an extraordinary general meeting of stockholders and the execution of definitive amendments to the company’s Amended and Restated Memorandum and Articles of Association and Investment Management Trust Agreement. According to the filing, shareholders approved amendments to extend the Business Combination Period up to eight additional one-month increments, shifting the consummation deadline from August 5, 2024, to April 5, 2025. Pursuant to the Trust Amendment, the Sponsor must deposit $50,000 into the Trust Account for each one-month extension. On the record date of October 14, 2024, there were 6,407,416 ordinary shares entitled to vote; 5,494,922, or approximately 86.76% of total outstanding ordinary shares, were represented. Both the charter amendment requiring two-thirds (2/3) approval and the trust amendment requiring sixty-five percent (65%) approval passed with 5,157,538 votes FOR and 337,384 votes AGAINST, with 0 ABSTAIN. The Company reported that 2,649,965 shares were tendered for redemption in connection with the vote. Liquidation of the Trust Account is now scheduled to occur within two business days following receipt of a Termination Letter or upon the later of April 5, 2025, or any shareholder-approved date, with proceeds directed to Public Stockholders of record as maintained by Vstock Transfer LLC. Up to $50,000 of interest may be released to pay dissolution expenses or taxes. Why it matters: For investors tracking redemption calendars and trust preservation, this filing mechanically extends the deal timeline and confirms monthly sponsor funding ($50,000 per month) remains within the Trust Account, directly impacting available capital for eventual distribution or business combination financing without assuming a default $10.00 per-share trust benchmark. The tendering of 2,649,965 shares reduces the public float and alters post-deal equity math, though the filing discloses no remaining trust balances, per-share trust valuations, target acquisition criteria, revenue forecasts, customer claims, technology disclosures, or partnership developments. No commercial strategy or leadership changes are reported; the document serves purely as a governance and timing update executed under Cayman Islands registry rules and New York law, certified by Chief Executive Officer Wenxi He and trustees.

• SC 13G13 November 20240001085146-24-005583

  What changed: Routine Schedule 13G compliance exhibit filed under the Securities Exchange Act of 1934, disclosing beneficial ownership of Metal Sky Star Acquisition Corp. Ordinary Shares, $0.001 par value (CUSIP G6053N105), effective as of September 30, 2024. Regarding the specified mechanics—redemption deadlines, trust value, extensions, deal progress, and sponsor conduct—this filing introduces no amendments, proposals, or operational updates. Instead, Cowen and Company, LLC reports a new aggregate beneficial ownership position of 326,769 shares, constituting 5.1% of the outstanding class. As certified by Chief Operating Officer John Holmes, Cowen holds sole voting power over all 326,769 shares and sole dispositive power over all 326,769 shares, with zero shared voting or dispositive authority. Cowen explicitly states that the securities were acquired and are currently held in the ordinary course of business, with no intent to change or influence control of the issuer. Why it matters: Beyond the documented search horizon extending to January 5, 2027, this exhibit contains no substantive claims regarding customer pipelines, revenue projections, market sizing, acquisition strategy, intellectual property, commercial partnerships, active litigation, or executive personnel changes. The placement of a >5% equity stake within a registered broker-dealer framework, paired with unilateral disposition rights and standard non-activist language, signals routine market-making, inventory rebalancing, or third-party clearing activity rather than coordinated anchor deployment or loan-backed commitment. Because Cowen retains full discretionary authority over the 326,769-share block without shared reporting counterparts, the position carries no inherent pledge, margin call, or conditional release mechanics that typically surface in redemption pressure modeling or sponsor stabilization protocols. Investor tracking should therefore remain tied to issuer-filed trust account statements, amendment filings, and definitive merger documentation, as this schedule adds no independent signal regarding redemption thresholds, extension capitalization, or target execution velocity.

• 10-Q13 November 20240001493152-24-045175

  What changed: Quarterly Report on Form 10-Q for Metal Sky Star Acquisition Corporation for the period ended September 30, 2024. Trust account increased to $37,257,981 from $35,359,088 as of December 31, 2023 (redemption value $11.63 per share). Business combination deadline extended to April 5, 2025 via preliminary proxy (not yet approved). Prior Future Dao merger terminated October 2023. Two new non-binding letters of intent: with Okidoki OÜ (Estonian classifieds platform, $120 million equity value) and Fedilco Group Limited (80% stake in Armenia telecom Viva Armenia). Nasdaq compliance regained for periodic filings and minimum public holders, but subject to 1-year panel monitor; delisting risk remains if extension vote reduces public holders again. Sponsor loan promissory notes increased to $2.67 million as of Sept 30, 2024; additional $101,828 paid post-quarter. Working capital deficit of $3.91 million. Material weaknesses in internal control over financial reporting. Net income of $144,123 for the quarter. Why it matters: The company is racing to complete a business combination before the extended deadline (currently April 5, 2025, but the extension vote has not yet been held). Trust value is stable but working capital is negative. Two LOIs indicate active deal-seeking, but neither is definitive. Sponsor continues to fund operations. Nasdaq listing is under a monitoring period; any further redemption could trigger delisting. These updates are critical for investors evaluating redemption timing, sponsor commitment, and deal viability.

  What changed vs 2024-09-18trust $36.7M → $37.3M +2%
  trust account, combination deadline, going-concern doubt1 moved · 2 with no prior record of ours

  Trust account

  $36.7M→$37.3M

  SpacBrain reads this as $573,741 was added to the trust between the two filings.

  The clause “1,875 Total current assets 29,100 1,875 Noncurrent assets Marketable securities held in trust account 37,257,981 35,359,088 Total noncurrent assets 37,257,981 35,359,088 Total assets $ 37,287,081 $ 35,360,963 Liabilities, redeemable”…

  Combination deadline

  2025-04-05 · unchanged

  The clause …“for an additional eight one-month periods, beginning on August 5, 2024 to April 5, 2025, and hold the Extraordinary General Meeting to provide shareholders with the right to redeem their Public Shares if they so elect. The Company”…

  Going-concern doubt

  stated · unchanged

  The clause …“Board (the “FASB”), in Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• SC 13G6 November 20240000899140-24-001138

  What changed: Routine compliance exhibit (SEC Schedule 13G) reporting passive beneficial ownership of ordinary shares. The filing discloses that W. R. Berkley Corporation and Berkley Insurance Company each share voting and dispositive power over 460,061 shares, representing 7.2% of the class. This ownership calculation derives from Metal Sky Star’s Form 10-Q filed September 18, 2024, which stated 6,407,416 ordinary shares were outstanding as of September 16, 2024. The document contains no updates altering the January 5, 2027 search deadline, trust account valuation, extension provisions, business combination progress, or sponsor conduct. Why it matters: Investors tracking redemption calendars, capital preservation, merger execution, or management behavior will find no incremental signals on those mechanics. The filing solely establishes a passive institutional block, explicitly certified by Executive Vice President and Chief Financial Officer Richard M. Baio (W. R. Berkley Corporation) and Executive Vice President and Treasurer Richard M. Baio (Berkley Insurance Company) as acquired and held in the ordinary course of business, without intent to influence control or participate in any transaction having that effect.

• 8-K4 November 20240001493152-24-043433

  What changed: Form 8-K furnishing a press release announcing the execution of a letter of intent (LOI) for a proposed business combination. Deal progress moved forward upon signing an LOI to acquire 100% of the issued and outstanding shares of Fedilco Group Limited, which holds an 80% equity stake in Viva Armenia. The filing does not amend the shareholder redemption deadline of January 5, 2027, does not disclose any change to the trust account balance, and does not propose or waive a time extension. Why it matters: The attached press release provides the first disclosed commercial snapshot of the target underlying the SPAC's search. Per the issuer's November 4, 2024, press release, Viva Armenia is positioned as the only telecommunications operator in Armenia included in the nation's Top 10 taxpayers list. The press release states Viva currently serves 2,327,684 unique subscribers, controls a 61% share by active subscribers and 58.18% by total revenue in Armenia's telecom sector, and operates with a workforce of 1,132 employees. The press release further claims Viva has established roaming partnerships with 529 operators spanning 192 countries and structures its corporate social responsibility framework around ISO 26000 standards. In the same release, Chief Executive Officer Wenxi He described Viva as a 'trusted telecom market leader' and stated the company believes the transaction will allow them to 'capture Armenia’s economic growth trajectory.'

• DEF 14A22 October 20240001493152-24-042078

  What changed: Definitive proxy statement (DEF 14A) convened by the Board of Directors to solicit shareholder votes at an Extraordinary General Meeting on November 12, 2024. Per the Board's disclosure, the company missed its August 5, 2024 business combination deadline and failed to execute the triggered automatic redemption by August 19, 2024, as mandated by Article 36.2 of the Amended and Restated M&AA. The Board instead proposes amending the corporate charter to extend the termination date to April 5, 2025, across up to eight one-month increments. Public shareholders may exercise redemption rights at the November 12 meeting. According to the Company, the pro rata trust value was approximately $11.63 per share as of September 30, 2024. M-Star Management Corporation has deposited $50,000 into the Trust Account on August 8, 2024, September 3, 2024, and October 21, 2024 to cover the interim period before shareholder redemptions. Future monthly extensions require subsequent $50,000 Sponsor contributions deposited by the fifth of each succeeding month. Why it matters: The Board acknowledges that bypassing the August 19, 2024 liquidation contradicts the company's governing documents and IPO prospectus, creating potential grounds for shareholder litigation over fiduciary duty breaches. The Board attributes the procedural delay to management being preoccupied with restating historical financial statements and changing legal counsel. Nasdaq reported delisting notices stemming from delayed 10-K and 10-Q filings and failure to maintain 400 public holders, though a Nasdaq Hearings Panel granted a listing continuation until November 30, 2024. Regarding deal progress, the Board claims engagement with an unnamed Armenian telecommunications firm (NDA dated May 6, 2024), Okidoki O in Estonia (confidentiality agreement and LOI dated September 24, 2024, and September 27, 2024), and Fedilco Group Limited in Cyprus (LOI dated October 15, 2024), while explicitly stating these letters carry no legal obligation. The Board asserts it will not approve the extension if redemptions reduce net tangible assets below $5,000,001. The Company confirms that insiders holding 2,875,000 founder shares and 330,000 private placement units (approximately 50.02% of outstanding shares) will vote in favor of all proposals.

  What changed vs 2023-12-01deadline 2024-08-05 → 2025-04-05
  combination deadline1 moved

  Combination deadline

  2024-08-05→2025-04-05

  SpacBrain reads this as 243 days later than the previous record.

  The clause …“2025 because the Company is actively negotiating with potential targets for a business combination by April 5, 2025, and (ii) hold the Extraordinary General Meeting providing the shareholders with the right to redeem their Public Shares”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• UPLOAD17 October 20240000000000-24-011702

  What changed: A routine SEC Division of Corporation Finance review completion correspondence regarding the Preliminary Proxy Statement on Schedule 14A. Nothing altered regarding redemption deadlines, trust account values, extension mechanisms, acquisition timeline mechanics, or sponsor conduct. The Office of Real Estate & Construction simply confirmed its review of the August 6, 2024 filing was finished and reiterated that Wenxi He and company management retain full responsibility for disclosure accuracy. Why it matters: For investors tracking pre-deal execution, this administrative receipt confirms regulatory processing has entered a standard comment window but does not accelerate or delay the SEARCHING phase. Because the correspondence contains zero commercial claims, revenue forecasts, partnership announcements, litigation updates, or shareholder voting schedules, it leaves all prior mechanical assumptions, trust account parameters, and sponsor obligations completely intact. The filing moves the procedural needle without advancing any substantive deal progress or altering fiduciary timelines.

• 8-K8 October 20240001493152-24-040460

  What changed: A Form 8-K current report (Item 8.01 Other Events) functioning as a routine compliance exhibit documenting Nasdaq listing conditions, amendment mandates, and administrative reporting. Per the filing, the Nasdaq Hearings Panel granted continued listing subject to amending the articles of incorporation to push the business combination deadline to November 30, 2024. Nasdaq notified the Company on October 7, 2024 that it had regained compliance with periodic filing and minimum public shareholders requirements. The registrant’s listed instruments include redeemable warrants each carrying a stated exercise price of $11.50 per share. Why it matters: The compressed timeline to November 30, 2024 directly alters the redemption calendar and trust deployment mechanics, typically activating shareholder redemption windows or requiring supplemental trust deposits tied to the charter amendment. Nasdaq places the company under a mandatory panel monitor for one (1) year from October 7, 2024; any repeat periodic filing deficiency during that window forfeits all cure rights and authorizes immediate delist determination. Aside from listing administration and exchange oversight, the document contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or executive personnel beyond the October 8, 2024 execution signature by Chief Executive Officer Wenxi He.

• PRER14A7 October 20240001493152-24-039627

  What changed: SEC preliminary proxy statement (PRER14A) for an extraordinary general meeting soliciting shareholder votes to extend the business combination deadline, amend the investment management trust agreement, and approve an adjournment proposal. The filing proposes extending the consummation deadline from August 5, 2024, to April 5, 2025, through up to eight one-month extensions requiring a $50,000 Monthly Extension Fee deposited by the sponsor (M-Star Management Corporation); deposits of $50,000 were already made on August 8, 2024, and September 3, 2024. Public shareholders receive a standalone redemption right to exchange shares for their pro rata portion of the trust account ($[___] per share as of October [___], 2024) regardless of their vote on the extension, with tenders required two business days before the meeting. The trust agreement amendment shifts the trustee’s liquidation trigger to match the new April 5, 2025 date. Approvals require a two-thirds (2/3) vote of present/voting shares for the extension, a 65% vote of outstanding shares for the trust amendment, and a majority for the adjournment. The company will not proceed with the extension if post-redemption net tangible assets drop below $5,000,001. Warrants and rights expire worthless if no combination closes. Why it matters: The board explicitly acknowledges missing the August 5, 2024 deadline and failing to execute the contractually mandated automatic redemption by August 19, 2024, stating this contradicts the Amended and Restated M&AA and violates the Investment Management Trust Agreement. Management attributes the delay to efforts to restate historical financial statements and change legal counsel. Shareholders face Nasdaq delisting proceedings stemming from failure to timely file Forms 10-K/10-Q and falling below 400 public holders, though a hearing panel granted a listing stay until November 30, 2024. Deal pursuit includes a May 6, 2024 NDA with an unnamed Armenian telecommunications target and a September 27, 2024 non-binding LOI with Estonia’s Okidoki O. Founder and director holdings (2,875,000 founder shares and 330,000 private placement units) are at total loss if liquidated, and the filing notes regulatory hurdles including CFIUS scrutiny and foreign ownership limits tied to CEO Wenxi He’s UK citizenship.

• CORRESP7 October 20240001493152-24-039630

  What changed: A Securities and Exchange Commission correspondence letter submitted by outside counsel for Metal Sky Star Acquisition Corp responding to staff comments on Amendment No. 3 to a Preliminary Proxy Statement on Schedule 14A. Per the filing, the Company amended the cover page to clarify that any letter of intent being negotiated with a potential target is non-binding. Management updated page 14 to reflect the results of a September 19, 2024 Nasdaq delisting appeal hearing and to address multiple past delisting notices. Why it matters: This correspondence materially affects holders tracking redemption mechanics and extension timelines because it confirms the SPAC remains in the search phase while clarifying its official stance on triggering an Automatic Redemption versus allowing standard manual redemptions. The updated Nasdaq hearing results signal ongoing exchange compliance pressure that could force liquidation or further extension periods if trading conditions do not improve.

• UPLOAD3 October 20240000000000-24-011198

  What changed: SEC Division of Corporation Finance staff comment letter dated October 3, 2024, addressing Metal Sky Star Acquisition Corp’s Revised Preliminary Proxy Statement on Schedule 14A filed September 20, 2024. As attributed to the SEC staff in the October 3, 2024 letter, management disclosed it is negotiating a letter of intent with a potential target; staff request clarification that the term sheet is non-binding. Why it matters: For investors tracking deal progress and sponsor conduct, this letter confirms the sponsor remains in preliminary negotiation phases rather than execution, while highlighting persistent Nasdaq compliance risks that could extend the timeline for trust distribution or trigger forced liquidation. The staff’s targeted question on the Automatic Redemption signals regulatory scrutiny over how and when cash will actually flow to redempting shareholders, directly impacting redemption deadline sequencing and liquidity expectations.

The complete MSSAF filing history on EDGAR