Metal Sky Star Acquisition Corp (MSSAF) announced it will liquidate after failing to complete an initial business combination by October 4, 2026. The board decided not to seek an extension and instead to redeem all public shares and wind up the company in accordance with its charter.
Public shareholders are expected to receive approximately $16.41 per share from the trust account, after taxes and up to $50,000 of interest for dissolution expenses, with payment anticipated on or about October 2, 2026. The trust account will be liquidated and funds moved to an operating trust account for distribution. The sponsor has waived redemption rights on founder shares and private placement units, and there will be no liquidating distributions for the company’s rights or redeemable warrants, which will be cancelled. The company plans to deregister and delist its securities and to file a Form 15 to terminate Exchange Act reporting obligations after completing the redemptions and other dissolution steps.
Metal Sky Star Acquisition Corp (MSSAF) reported that on September 4, 2026 its Audit Committee approved the dismissal of UHY LLP as its independent registered public accounting firm, effective the same day. UHY’s audit reports for the years ended December 31, 2025 and 2024 contained explanatory paragraphs about substantial doubt regarding Metal Sky Star Acquisition Corp’s ability to continue as a going concern, but otherwise were not adverse or qualified. The company stated there were no disagreements with UHY on accounting, disclosure, or audit scope, and that reportable events were limited to previously disclosed material weaknesses in internal control over financial reporting. As of this report, Metal Sky Star Acquisition Corp had not yet engaged a new independent accounting firm for the fiscal year ending December 31, 2026.
Metal Sky Star Acquisition Corporation filed its quarterly report for the period ended March 31, 2026, showing it remains a pre‑revenue SPAC focused on completing a business combination.
Total assets were $1.07 million, almost entirely the $1.04 million held in the trust account, while current liabilities reached $5.49 million, producing a working capital deficit of $5.47 million and an accumulated deficit of $8.34 million.
The company reported a net loss of $113,689 for the quarter, driven by formation and operating costs of $122,625, partially offset by $8,936 of interest and unrealized gains on trust investments. Only 60,523 public shares remain redeemable, highlighting extensive prior redemptions.
After failing to complete a deal within Nasdaq’s SPAC timeline, the securities were delisted and now trade on the OTC market. The company has extended its deadline to complete a business combination to January 5, 2027 and has signed non‑binding letters of intent with Okidoki OÜ and Fedilco Group Limited, though no definitive agreements are in place.
With no cash outside the trust and $4.92 million owed to its sponsor through promissory notes and payables, management discloses substantial doubt about its ability to continue as a going concern if a transaction is not completed within the allowed period.
Metal Sky Star Acquisition Corporation is a Cayman Islands blank check company formed to complete a merger or similar business combination. It raised $115,000,000 in its April 2022 IPO by selling 11,500,000 units at $10.00 each, plus $3,300,000 from 330,000 private placement units.
As of December 31, 2025, the company reported a working capital deficit of $5,318,185 and has not yet completed an initial business combination, with its activities limited to identifying targets. Shareholders have repeatedly approved extensions, giving the SPAC until January 5, 2027 to close a deal.
Metal Sky Star’s securities were delisted from Nasdaq after it did not complete a business combination within 36 months of its IPO registration effectiveness. Its units, ordinary shares, warrants and rights now trade on the OTC ID Basic Market under the symbols MSSUF, MSSAF, MSSWF and MSSRF.
Metal Sky Star Acquisition Corporation reported that its Board of Directors appointed Wenxi He as Chief Financial Officer, in addition to her existing roles as Chief Executive Officer and Chairwoman. This consolidates the company’s top executive and financial leadership positions under a single individual.
The filing notes that Ms. He has led the company as CEO and Chairwoman since September 2023 and brings over 15 years of investment banking experience. Her background includes senior roles at Bank of America Merrill Lynch, Citigroup, UBS, and RBC Capital Markets, as well as serving as chief investment officer at Still Waters Green Technology Limited.
Metal Sky Star Acquisition Corporation reported that its Board of Directors accepted the resignation of Chief Financial Officer Kin Sze, effective March 18, 2026. The company states that Mr. Sze’s decision to step down was not due to any disagreement with the company, its Board, management, or any matter related to its operations, policies, or practices. The report is signed on behalf of the company by Chief Executive Officer and Chairwoman Wenxi He.
Metal Sky Star Acquisition Corporation obtained shareholder approval to extend the deadline to complete a business combination. The company can now extend the date by which it must consummate a merger up to twelve times, moving the outside date from January 5, 2026 to January 5, 2027, with each extension covering an additional one-month period and the monthly extension fee waived.
At the December 30, 2025 extraordinary general meeting, 3,214,886 ordinary shares were present, representing 98.45% of the outstanding shares as of the December 3, 2025 record date, constituting a quorum. The extension amendment and a corresponding trust agreement amendment each received 3,209,008 votes for and 5,878 against, while an adjournment proposal became moot because the main proposals were approved.
Metal Sky Star Acquisition Corporation is asking shareholders to approve three proposals at a December 30, 2025 extraordinary general meeting. The key item would extend the SPAC’s deadline to complete a business combination from January 5, 2026 to January 5, 2027 through up to twelve one‑month extensions, while waiving any monthly extension fee deposits into the trust account. A related amendment would align the Investment Management Trust Agreement with this new timetable, and a third proposal would allow adjournment if votes are insufficient.
Public shareholders may redeem their shares for a pro rata share of the trust, which was about $13.56 per share as of September 30, 2025, compared with a November 25, 2025 share price of $11.50. The sponsor and affiliates own roughly 98.1% of outstanding shares and intend to vote in favor. The proxy details prior Nasdaq non‑compliance and delisting, with the securities now trading on the OTC market, and outlines risks that reduced trust balances and prolonged timelines could make completing a merger more difficult.