McKinley Acquisition Corporation (MKLY) is a Cayman Islands SPAC incorporated March 27, 2025, which completed its IPO on August 13, 2025. The liquidation-value analysis for this entity is structurally atypical relative to operating companies and must be understood in the context of the SPAC trust architecture. As of March 31, 2026, total assets are $178.2M, decomposed as: cash of $1.41M (recoverable at 100%), Trust Account assets of $176.7M (held in a demand deposit account, also recoverable at ~100% subject to creditor priority analysis), and prepaid/other current assets of approximately $163K (minimal residual value). Total reported liabilities are $5.29M, consisting of $110K in current liabilities (accounts payable, accrued expenses, and a $3,824 administrative fee payable to the Sponsor) and $5.175M in non-current deferred underwriting commissions. The deferred underwriting commission liability increased from $4.5M at December 31, 2025 to $5.175M at March 31, 2026 — a $675K increase recorded as an out-of-period correction for the over-allotment exercise that closed August 2025. This was disclosed as an accounting error correction in Note 2. The 17,250,000 Class A public shares are classified as temporary equity at redemption value of $176.66M ($10.24/share), representing the most senior claim on Trust assets ahead of the permanent equity holders. The permanent equity (founders/sponsors) is in deficit at ($3.71M), driven by an accumulated deficit of ($3.21M) and a $500K uncollected subscription note receivable carried as a contra-equity item. Under a liquidation scenario today: Trust assets of ~$176.7M would first satisfy the deferred underwriting commission of $5.175M only if a Business Combination is consummated — per the governing agreements, this contingent fee is payable solely upon completion of an initial Business Combination; in a wind-down without a Business Combination, the deferred underwriting is not triggered. In a no-combination wind-down, the $176.7M Trust would flow to the 17.25M public shareholders (the redemption-class holders), with dissolution expenses capped at $100K from Trust interest. The $1.41M outside-Trust cash is the only pool available to satisfy current operating liabilities and wind-down costs prior to Trust distribution. Given current liabilities of ~$110K and operating burn of ~$253K/quarter, the outside-Trust liquidity is adequate for near-term obligations but is being consumed. The going-concern disclosure in Note 1 flags that outside-Trust liquidity is insufficient to meet obligations over the next 12 months — the 18-month Completion Window runs from August 2025, placing the deadline approximately February 2027. The subscription note receivable from the Sponsor ($500K, non-interest-bearing, unsecured) has not been collected as of March 31, 2026 — this asset would carry a recovery haircut under a stress scenario given the filing's own admission that the Sponsor's only assets are MKLY securities. The MFFAIS CLV/LLV/OLV of $1.576M reflects only outside-Trust assets net of outside-Trust liabilities, which is consistent with what non-redeeming equity holders could recover. Filing discusses the deferred underwriting commission correction in MD&A/Notes but, since TAG_CONTEXT is empty (no XBRL tags were provided), all quantitative references are sourced from the narrative and financial statement HTML only.
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