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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section
13 or 15(d) of the
Securities Exchange
Act of 1934
May 14, 2026
Date of Report (Date of
earliest event reported)
McKinley Acquisition
Corporation
(Exact Name of Registrant
as Specified in its Charter)
| Cayman Islands |
|
001-42799 |
|
98-1852078 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
75 Second Ave., Suite 605
Needham, MA |
|
02494 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: 617-671-5148
N/A
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A ordinary shares, par value $0.0001 per share |
|
MKLY |
|
The Nasdaq Stock Market LLC |
| Rights, one right to receive one-tenth (1/10th) of one Class A ordinary share |
|
MKLYR |
|
The Nasdaq Stock Market LLC |
| Units, each consisting of one Class A ordinary share and one right to receive one-tenth (1/10th) of one Class A ordinary shares |
|
MKLYU |
|
The Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
On May 14, 2026, the holders of Class B ordinary
shares in McKinley Acquisition Corporation (the “Company”) appointed Joseph Shaposhnik as an additional independent
director of the Company, and Mr. Shaposhnik consented to such appointment.
In addition, Mr. Shaposhnik was designated by
the board of directors of the Company (the “Board”) as an additional Class I Director who shall stand elected
for a term expiring at the Company’s first annual general meeting and the Board appointed Mr. Shaposhnik to the Audit Committee
and the Compensation Committee.
Joseph Shaposhnik is the Founder and Portfolio Manager of Rainwater
Equity, an asset management firm that invests in recurring revenue businesses built by exceptional leaders. Prior to founding Rainwater
Equity, he established TCW Group’s New America business unit in 2015, where he served as Portfolio Manager for a range of investment
strategies, including the TCW New America Premier Equities Fund/Compounders ETF (GRW), Global Premier Sustainable Equities UCITS, and
Global Space Technology Equities portfolios. Before joining TCW Group in 2011, Mr. Shaposhnik was an Equity Research Associate at Fidelity
Investments, where he covered the semiconductor and entertainment software industries for the firm’s U.S. domestic equity funds.
Mr. Shaposhnik holds a B.S. in Business Administration from the Haas School of Business at the University of California, Berkeley and
an MBA from the UCLA Anderson School of Management.
There are no arrangements or understandings between
Mr. Shaposhnik and any other person pursuant to which he was appointed to serve as a director of the Board and Mr. Shaposhnik
does not have a direct or indirect material interest in any “related party” transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Shaposhnik and any director or executive
officer of the Company.
Mr. Shaposhnik will receive interests in McKinley
Partners, LLC, the Company’s sponsor, for his service as a director of the Company.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Dated: May 18, 2026 |
|
| |
|
|
| MCKINLEY ACQUISITION CORPORATION |
|
| |
|
|
| By: |
/s/ Peter Wright |
|
| Name: |
Peter Wright |
|
| Title: |
Chief Executive Officer |
|