McKinley Acquisition Corporation (MKLY) is registering in connection with its proposed business combination up to 53,648,538 shares of common stock, 8,061,574 warrants to purchase 8,061,574 shares, and 13,943,355 shares underlying convertible notes. McKinley would domesticate in Delaware, its merger subsidiary would merge into Space-Eyes, and McKinley would be renamed Space-Eyes, Inc. Completion depends on approval of the Condition Precedent Proposals and satisfaction or waiver of closing conditions.
A transaction financing agreement provides for up to approximately $83,660,130 in aggregate principal and up to $75,000,000 in net proceeds to the Company. The notes bear 10% interest per annum, mature in 2031, and are secured by a first priority security interest in substantially all assets. Under the maximum-redemption scenario, public shareholders are projected to own 4.8% of New Space-Eyes shares. The Sponsor and McKinley directors and executive officers holding Founder Shares may receive a positive return even if public shareholders experience a negative return.
McKinley Acquisition Corp (MKLY) provides an update on its proposed business combination with Space-Eyes, Inc., highlighting that Space-Eyes has obtained an exclusive option to acquire 100% of KMS Solutions, LLC, a Navy-focused systems engineering services company. The option is exercisable through December 31, 2026 and is expressly conditioned on completion of the Space-Eyes–McKinley business combination and effectiveness of the related Form S-4 registration statement, as well as a definitive acquisition agreement for KMS. The McKinley–Space-Eyes merger agreement, signed on July 30, 2026, was unanimously approved by both boards and is expected to close in the fourth quarter of 2026, subject to customary regulatory and shareholder approvals. After closing, the combined company is expected to be named Space-Eyes, Inc. and its common stock is expected to trade on Nasdaq under the ticker “CUAS,” subject to Nasdaq approval.
McKinley Acquisition Corp (MKLY) provided an update on its proposed business combination with Space-Eyes, Inc., including the expected appointment of four new directors to the post-combination board, bringing expertise in national security, defense manufacturing, strategy, and global capital markets.
The transaction, announced on July 31, 2026, implies a pro forma equity value of $638 million and an enterprise value of $370 million, assuming no redemptions and receipt of an initial $5 million PIPE tranche. McKinley holds approximately $176.7 million in its trust account, and the parties have sourced up to $75 million in PIPE financing, subject to transaction terms. Closing is expected in the fourth quarter of 2026, after customary regulatory and shareholder approvals, with the combined company to be named Space-Eyes and expected to list on Nasdaq under the ticker CUAS.
McKinley Acquisition Corporation, a Cayman Islands SPAC, reported total assets of $179.3 million as of June 30, 2026, including $178.2 million in its Trust Account. For the quarter, it earned net income of $899,136, and $2.19 million for the six-month period, driven entirely by interest on trust investments, while operating costs produced a loss from operations.
Management disclosed working capital of $826,791 and stated that these conditions raise substantial doubt about the company’s ability to continue as a going concern absent a successful business combination. On July 30, 2026, McKinley signed a Business Combination Agreement with Space-Eyes, Inc. and arranged a structured PIPE financing of up to $83.7 million in principal, with expected net proceeds of up to $75 million and potential issuance of up to 8,000,000 earn-out shares to certain Space-Eyes holders.
Mizuho Financial Group, Inc., a Japan-based parent holding company, reported beneficial ownership of common shares of McKinley Acquisition Corporation. The group, through its wholly owned subsidiary Mizuho Securities USA LLC, holds 940,027 common shares, representing 5.3% of the class. Mizuho reports sole voting power and sole dispositive power over all 940,027 shares, with no shared voting or dispositive power. The filing notes that Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed indirect beneficial owners of these equity securities.
McKinley Acquisition Corporation entered into a Business Combination Agreement with Space-Eyes, Inc. and a merger subsidiary. McKinley will domesticate from the Cayman Islands to Delaware, then Merger Sub will merge into Space-Eyes, which will become a wholly owned subsidiary, and McKinley will be renamed “Space-Eyes, Inc.”.
Space-Eyes stockholders will receive newly issued Domesticated SPAC common stock valued at an Aggregate Transaction Consideration of $275,000,000, calculated by dividing that amount by $10.00 per share, plus up to 8,000,000 Earn-Out Shares if specified milestones are met. Space-Eyes bridge notes convert into Domesticated SPAC stock at $5.50 per share at closing.
Concurrently, the parties entered into a PIPE financing via a Securities Purchase Agreement for senior secured convertible notes and warrants with an aggregate principal of up to approximately $83,660,130, with potential net proceeds of up to $75,000,000. The notes bear 10% interest, mature in 2031, and are secured by first-priority liens on substantially all assets. Additional related agreements include stockholder and sponsor support agreements and a registration rights and lock-up agreement. Closing of the merger is subject to customary approvals, Nasdaq listing, regulatory clearances, and other conditions, with an outside date of April 30, 2027.
McKinley Acquisition Corp. entered into a Business Combination Agreement to domesticate from the Cayman Islands to Delaware and merge its subsidiary into Space-Eyes, Inc., leaving Space-Eyes as a wholly owned subsidiary. After closing, McKinley will be renamed Space-Eyes, Inc., with common stock expected to trade on Nasdaq under the ticker CUAS, subject to approval.
Space-Eyes stockholders will receive newly issued Domesticated SPAC Common Stock based on an Aggregate Transaction Consideration of $275,000,000, calculated at $10.00 per share, plus up to 8,000,000 Earn-Out Shares tied to future milestones. Existing Space-Eyes bridge notes convert at $5.50 per share. A concurrent PIPE provides for up to approximately $83,660,130 in senior secured convertible notes, with potential net proceeds up to $75,000,000, including an initial tranche of $5,882,352.94 and a larger follow-on tranche with accompanying warrants exercisable at $12.00 per share. The notes bear 10% annual interest, mature in 2031 and are secured by first-priority liens on substantially all assets of Space-Eyes and, post-closing, McKinley. Closing is subject to shareholder approvals, regulatory clearances, Nasdaq listing of the merger consideration shares and other customary conditions, with an outside termination date of April 30, 2027.
McKinley Acquisition Corp. and Space-Eyes, Inc. agreed to a SPAC business combination that would take Space-Eyes public under the name Space-Eyes, Inc., with common stock expected to list on Nasdaq as CUAS, subject to approvals. The deal was unanimously approved by both boards and is expected to close in the fourth quarter of 2026, contingent on regulatory and shareholder approvals.
Space-Eyes provides AI-driven, sensor-agnostic Counter-Unmanned Aerial Systems and geospatial intelligence platforms built on its CATE AI fusion engine for defense, security, and enterprise uses. Alongside the merger, the parties entered into a $75 million Securities Purchase Agreement for senior secured convertible notes and warrants, including an initial $5 million note closing and up to an additional $70 million in notes and warrants, bearing 10% interest and maturing in 2031, all secured by first-priority liens on substantially all assets.
McKinley Acquisition Corporation and Space-Eyes, Inc. highlight a proposed business combination and showcase Space-Eyes’ counter‑drone and multi-domain surveillance technologies in televised interviews and a commercial script. Space-Eyes’ Morpheus system is described as identifying, hacking, and neutralizing hostile drones, including swarms, while minimizing collateral interference with nearby military or commercial systems. Executives emphasize applications across maritime monitoring, wildfire detection, critical infrastructure, borders, and large public events, and discuss ambitions to extend capabilities to undersea, surface, land, air, and space domains.
The companies portray this as an emerging national-security market in which Space-Eyes works with U.S. government incubators, defense primes, and allied nations. They state that McKinley plans to take Space-Eyes public through the Business Combination, and include extensive forward‑looking statement disclosures and risk factors around completion of the deal, regulatory approvals, shareholder votes, redemptions, listing on Nasdaq, and operational and geopolitical risks. McKinley expects to file a Form S‑4 registration statement and proxy statement/prospectus with the SEC for McKinley shareholders to consider the transaction.
McKinley Acquisition Corporation reported a board change, appointing Joseph Shaposhnik as an additional independent director on May 14, 2026. He was designated as a Class I Director, with a term expiring at the company’s first annual general meeting, and was also appointed to the Audit Committee and the Compensation Committee.
Shaposhnik is the Founder and Portfolio Manager of Rainwater Equity and previously led TCW Group’s New America business unit after earlier roles at Fidelity Investments. The company states there are no arrangements or family relationships underlying his appointment and no material related-party transactions. He will receive interests in McKinley Partners, LLC, the company’s sponsor, as compensation for his board service.