Metal Sky Star Acquisition Corp Liquidation Value

Metal Sky Star Acquisition Corp (MSSAF) is a Cayman Islands blank check SPAC that IPO'd April 5, 2022 at $10.00/unit raising $115M gross. As of March 31, 2026, the liquidation recovery posture is deeply negative and deteriorating. The MFFAIS-computed cash/liquid/operating liquidation value is consistently negative $5.34M, which directionally aligns with the filing-reported working capital deficit of $5,465,810 (up from $5,318,185 at December 31, 2025).

Asset side: The sole meaningful asset is $1,039,281 held in the Wilmington Trust account in U.S. Treasury money market funds (up from $1,005,345 at December 31, 2025), classified as temporary equity against the redemption value of remaining public shares. Under the liquidation lens this is recoverable at close to par, but it is structurally encumbered — trust proceeds are restricted to either a Business Combination or pro-rata distribution to public shareholders upon winding up. Cash outside the trust is nil at both period ends. There are no PP&E, inventory, or meaningful receivables. The Company carries prepaid expenses and amortizable deferred costs of minor magnitude.

Liability side is the dominant recovery driver. At face value the liability stack as of March 31, 2026 includes: (1) Sponsor promissory notes of $3,197,403 (non-interest bearing, due at Business Combination consummation; ceiling expanded to $4,500,000 via Third Amended Note dated August 4, 2025); (2) amounts due to Sponsor of $1,724,163 (demand, non-interest bearing, not drawn on the note); (3) accrued expenses including $478,333 of unpaid administrative service fees to Sponsor; and (4) deferred underwriting commissions of $2,875,000 classified as non-current. Totaling these primary liabilities: approximately $8.27M against $1.04M of trust assets and nil external cash. The equity section shows a total stockholders' deficit of $(8,340,810) at March 31, 2026 (versus $(8,218,185) at December 31, 2025), driven by an accumulated deficit of $(8,344,015).

Structural issues are compounding: the Company was delisted from Nasdaq on July 14, 2025 (Form 25-NSE filed) and now trades on OTCID Markets. The Combination Period has been extended repeatedly — currently to January 5, 2027, with no monthly extension fee as of December 2025. Two non-binding LOIs (Okidoki OÜ, October 2024; Fedilco Group/Viva Armenia, November 2024) remain non-definitive. Management has disclosed substantial doubt as a going concern. Disclosure controls were found not effective as of March 31, 2026 due to a material weakness (lack of CEO/CFO segregation of duties). Filing discusses a $245,000 unrecorded contingent liability for potential legal fees but does not separately tag it in XBRL.

In a liquidation scenario, the trust proceeds ($1.04M) would flow to remaining public shareholders (approximately 60,523 weighted average redeemable shares). Non-redeemable equity (3,205,000 founder/private placement shares) and all other stakeholders would receive nothing after satisfying the deferred underwriting commission and sponsor-related liabilities from non-trust assets — of which there are none. Net recovery to common equity is negative by several million dollars.