McKinley Acquisition Corp. (MKLY) plans $275M stock deal and PIPE with Space-Eyes
Rhea-AI Filing Summary
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.
Positive
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Filing Explained
The agreement remains unclosed, but its later financing requires shares equal to 9.9% of post-merger common stock, creating specified dilution.
The Form 8-K reports that McKinley signed the business combination agreement and related financing documents, but the merger remains subject to shareholder, regulatory, registration, listing, and other closing conditions.
If the later financing closing occurs, Space-Eyes is obligated to issue the buyers common shares equal to
The financing is structured as a private placement of senior secured convertible notes and warrants rather than a completed public sale. The initial notes are conditioned on filing the merger registration statement, while the additional notes and warrants are conditioned on the merger closing; the securities and underlying shares are not registered under the Securities Act at this stage.
The notes would carry
8-K Event Classification
Key Figures
Key Terms
Business Combination Agreement regulatory
Domesticated SPAC Common Stock financial
Securities Purchase Agreement financial
senior secured convertible notes financial
Hart-Scott-Rodino Antitrust Improvements Act regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transaction did McKinley Acquisition Corp. (MKLY) announce with Space-Eyes, Inc.?
What is the consideration for Space-Eyes stockholders in the MKLY merger?
What PIPE financing is associated with the MKLY–Space-Eyes business combination?
What are the key terms of the senior secured convertible notes in the MKLY PIPE?
What is the outside date and major closing conditions for MKLY’s merger with Space-Eyes?
What support and lock-up agreements accompany the MKLY–Space-Eyes merger?
How will equity be issued to PIPE investors in the MKLY transaction?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | |
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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).
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Item 1.01. Entry into a Material Definitive Agreement.
Business Combination Agreement
On July 30, 2026, McKinley Acquisition Corporation, a Cayman Islands exempted company (“McKinley”), McKinley Acquisition Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of McKinley (“Merger Sub”), and Space-Eyes, Inc., a Delaware corporation (“Space-Eyes,” and together with McKinley and Merger Sub, the “Parties”, and each, a “Party”) entered into a business combination agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”). Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings ascribed to them in the Business Combination Agreement.
General; Structure of the Business Combination
The Business Combination Agreement provides that McKinley will, subject to obtaining the required shareholder approvals and at least one day prior to the Closing Date, deregister as a Cayman Islands exempted company and transfer by way of continuation to and domesticate as a corporation incorporated under the laws of the State of Delaware. At the Effective Time, Merger Sub will merge with and into Space-Eyes with Space-Eyes continuing as the surviving corporation and a wholly-owned subsidiary of McKinley. In connection with the Closing, McKinley will change its name to “Space-Eyes, Inc.”
Conversion of Space-Eyes Securities
At the Effective Time: (i) each share of Space-Eyes common stock issued and outstanding prior to the Effective Time will be canceled and converted into the right to receive a number of shares of Domesticated SPAC Common Stock equal to the Exchange Ratio and (ii) all shares of Space-Eyes common stock held in treasury will be canceled.
At the Closing, each Company Bridge Amended and Restated Note held by the holders thereof and outstanding immediately prior to the Closing shall be converted into the right to receive Domesticated SPAC Common Stock at a conversion price per share equal to $5.50 per share, in accordance with the terms of the applicable Company Bridge Amended and Restated Note and the Company Bridge Securities Purchase Agreements.
Consideration to be Received in the Business Combination
Pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain closing conditions set forth therein, at the Closing, McKinley will acquire all of the outstanding equity interests of Space-Eyes, and stockholders of Space-Eyes will receive newly-issued shares of Domesticated SPAC Common Stock, calculated by dividing $275,000,000 by $10.00(“Aggregate Transaction Consideration”).
In addition to the Aggregate Transaction Consideration, certain Space-Eyes stockholders may be entitled to receive up to 8,000,000 Earn-Out Shares, as additional consideration upon satisfaction of certain milestones, during the Earn-Out Period.
Representations, Warranties, and Covenants
The Business Combination Agreement contains customary representations and warranties by each of Space-Eyes, McKinley, and Merger Sub, as well as covenants regarding the conduct of their respective businesses prior to the closing of the transaction, efforts to obtain required approvals, and other matters. The representations and warranties in the Business Combination Agreement will not survive the closing of the transaction.
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Closing Conditions
The closing of the Merger is subject to customary closing conditions, including, among others, approval of the transaction by the stockholders of Space-Eyes and the shareholders of McKinley, effectiveness of a registration statement on Form S-4 to be filed by McKinley with the SEC in connection with the transaction, expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, accuracy of representations and warranties, the Domesticated McKinley Common Stock comprising the Aggregate Transaction Consideration to be issued pursuant to the Business Combination Agreement shall have been approved for listing on The Nasdaq Stock Market LLC, subject only to official notice of issuance thereof, the absence of any law or order prohibiting the consummation of the transaction, and other conditions as set forth in the Business Combination Agreement.
Termination Provisions
The Business Combination Agreement may be terminated and the transactions contemplated thereby abandoned at any time prior to the Closing under certain specified circumstances. Either Space-Eyes or McKinley may terminate the agreement by written notice if the closing has not occurred on or before April 30, 2027 (the “Outside Date”), provided that the right to terminate on this basis is not available to any Party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained in the Business Combination Agreement and such breach or violation is the principal cause of the failure to close on or prior to the Outside Date.
Termination is also permitted by mutual written consent of the Parties, or by either Party if a governmental authority enacts a law or order that has the effect of making consummation of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger.
Additional termination rights include the ability for either Party to terminate if the required stockholder approval from Space-Eyes or shareholder approval of McKinley are not obtained. The Business Combination Agreement may also be terminated by one Party if the other Party has committed a material breach of its representations, warranties, or covenants that would prevent the satisfaction of closing conditions, subject to a cure period of up to thirty (30) days after notice of such breach. Upon termination, the agreement becomes void and the Merger shall be abandoned, except for certain provisions that expressly survive, and subject to liability for any willful and material breach occurring prior to termination. Each Party is responsible for its own fees and expenses incurred in connection with the agreement and the contemplated transactions, except as otherwise provided.
The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Business Combination Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Certain Related Agreements
Stockholder Support Agreement
Contemporaneously with the execution of, and as a condition and an inducement to McKinley and Space-Eyes entering into the Business Combination Agreement, certain Space-Eyes stockholders are entering into and delivering a stockholder support agreement (the “Stockholder Support Agreement”), pursuant to which each such Space-Eyes stockholder has agreed, among other things, upon the terms and subject to the conditions set forth in the Stockholder Support Agreement, to vote all of its shares of Space-Eyes common stock (including by delivery of the Written Consent) in favor of the Business Combination Agreement, the Merger and the Transactions.
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The foregoing description of the Stockholder Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Stockholder Support Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Sponsor Support Agreement
Contemporaneously with the execution of, and as a condition and an inducement to McKinley and Space-Eyes entering into the Business Combination Agreement, the Sponsor, Space-Eyes and McKinley are entering into a sponsor support agreement, dated as of the date hereof (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed, among other things, upon the terms and subject to the conditions set forth in the Sponsor Support Agreement, to (a) vote all of its McKinley Class B Ordinary Shares in favor of the Transactions and the McKinley Proposals, and (b) abstain from exercising any Redemption Rights in connection with the Transactions.
The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
Registration Rights and Lock-Up Agreement
The Business Combination Agreement contemplates that, in connection with the Closing, McKinley, certain stockholders of Space-Eyes and certain shareholders of McKinley shall enter into an amended and restated registration rights agreement of McKinley (the “Registration Rights and Lock-Up Agreement”), pursuant to which McKinley will grant to the holders party thereto certain registration rights with respect to the Registrable Securities (as defined therein) and the holders will agree not to transfer any Founder Shares (as defined therein) until one year from the consummation of the Business Combination, subject to certain exceptions.
The foregoing description of the form of Registration Rights and Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Registration Rights and Lock-Up Agreement, a copy of which is filed as Exhibit 10.3 hereto and incorporated by reference herein.
The PIPE Investment
In addition, on July 30, 2026, Space-Eyes, McKinley, and funds managed, advised, or sub-advised by JBA Asset Management LLC, entered into a Securities Purchase Agreement (the “SPA”), providing for an aggregate principal amount of up to approximately $83,660,130, with aggregate net proceeds to the Company of up to $75,000,000.
The SPA provides for the issuance and sale of senior secured convertible notes (the “Notes”) in an aggregate principal amount of $5,882,352.94 at an initial closing, subject to certain conditions, that will take place upon the filing of a registration statement on Form S-4 in connection with the Merger. The proceeds of the initial closing will be funded into a control account, to be released in certain circumstances. The SPA also provides for the issuance of additional Notes in an aggregate principal amount of $77,777,777.78, together with warrants to purchase shares of common stock (the “Warrants”) at a subsequent closing, subject to certain conditions, that will occur concurrently with the Closing of the Merger. At the subsequent closing, Space-Eyes is obligated to issue to the buyers a number of shares of common stock equal to 9.9% of McKinley’s outstanding common stock immediately following the Merger. The buyers may apply such shares to satisfy share issuance obligations under the Notes. Any such shares which are not used to satisfy share issuance obligations under the Notes will be returned upon the maturity date of the Notes. The Notes bear interest at 10% per annum and mature in 2031. The exercise price of the Warrants is $12.00 per share, subject to adjustment.
The Notes contain affirmative and negative covenants, including, among others, restrictions on additional indebtedness, liens, investments, distributions, asset transfers and transactions with affiliates, as well as minimum liquidity requirements.
The conversion price of the Notes is equal to (A) one thousand dollars ($1,000) divided by (B) the conversion rate. The conversion rate is equal to $1,000 divided by the lower of (i) twelve dollars ($12.00) and (ii) one hundred twenty percent (120%) of the last reported sale price of the common stock on the closing of the Merger, subject to adjustment.
The securities issued under the SPA will be secured by a first priority security interest in substantially all tangible and intangible assets of Space-Eyes and its subsidiaries, together with control agreements over a controlled cash account. Concurrently with the consummation of the Merger, McKinley and the buyers will execute security agreements granting an equivalent first priority security interest in substantially all of McKinley’s and its subsidiaries’ assets. The initial closing of the SPA is conditioned on the execution of an intercreditor and subordination agreement among the Collateral Agent (as defined in the SPA), the agent for the holders of certain existing secured notes of Space-Eyes, and Space-Eyes, pursuant to which the existing secured indebtedness of Space-Eyes will be subordinated to the Notes.
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In addition, concurrently with the consummation of the Merger, the Notes and the Warrants issued by Space-Eyes will automatically be exchanged for corresponding notes and warrants issued by McKinley, on materially identical terms, and the Space-Eyes securities will be cancelled.
The foregoing description of the PIPE investment does not purport to be complete and is qualified in its entirety by the terms and conditions of the SPA, the form of Note and the form of Warrant, copies of which are filed as Exhibits 10.4, 10.5 and 10.6 hereto and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet.
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the SPA, the issuance of the Notes, the Warrants and the underlying shares of common stock is incorporated herein by reference. The Notes, the Warrants and the underlying shares of common stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. McKinley is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D, and similar exemptions under applicable state laws.
Item 7.01. Regulation FD Disclosure.
On July 31, 2026, McKinley and Space-Eyes jointly issued a press release announcing the execution of the Business Combination Agreement. The press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of McKinley under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.
Important Information About the Merger and Where to Find It
The Merger will be submitted to shareholders of McKinley for their consideration. McKinley intends to file a registration statement with the SEC which will include a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”). A definitive Proxy Statement/Prospectus will be mailed to McKinley shareholders as of a record date to be established for voting on the Merger. McKinley may also file other relevant documents regarding the Merger with the SEC. McKinley’s shareholders and other interested persons are advised to read, once available, the preliminary Proxy Statement/Prospectus and any amendments thereto and, once available, the definitive Proxy Statement/Prospectus, in connection with McKinley’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the Merger, because these documents will contain important information about McKinley, Space-Eyes and the Merger. Shareholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the Merger and other documents filed with the SEC by McKinley, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: McKinley’s Chief Executive Officer at 75 Second Ave., Suite 605, Needham, MA 02494.
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Participants in the Solicitation
McKinley and Space-Eyes and certain of their respective directors, executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the Merger under the rules of the SEC. Information about the directors and executive officers of McKinley and Space-Eyes and a description of their interests in McKinley, Space-Eyes and the Merger are set forth in McKinley’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 27, 2026, and/or will be contained in the registration statement and the Proxy Statement/Prospectus when available, which documents can be obtained free of charge from the sources indicated above.
Forward-Looking Statements
This Current Report on Form 8-K contains statements that are not historical facts but are “forward-looking statements” for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to statements regarding the anticipated benefits of the Merger, the anticipated timing of the Merger, the implied enterprise value, future financial condition and performance of Space-Eyes and the combined company after the Closing and expected financial impacts of the Merger, the satisfaction of closing conditions to the Merger, the level of redemptions of McKinley’s public shareholders and the products and markets and expected future performance and market opportunities of Space-Eyes. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward looking. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of McKinley’s and Space-Eyes’ management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of McKinley and Space-Eyes. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of McKinley’s securities, (ii) the risk that the transaction may not be completed by McKinley’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by McKinley, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Business Combination Agreement by the shareholders of McKinley and Space-Eyes, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, (v) the effect of the announcement or pendency of the transaction on Space-Eyes’ business relationships, performance, and business generally, (vi) risks that the proposed transaction disrupts current plans of Space-Eyes and potential difficulties in Space-Eyes employee retention as a result of the proposed transaction, (vii) the outcome of any legal proceedings that may be instituted against Space-Eyes or against McKinley related to the Business Combination Agreement or the proposed transaction, (viii) the ability to maintain the listing of McKinley’s securities on Nasdaq, (ix) the price of McKinley’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Space-Eyes plans to operate, variations in performance across competitors, changes in laws and regulations affecting Space-Eyes’ business and changes in the combined capital structure, and (x) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities. You should carefully consider the foregoing factors and the other risks and uncertainties as set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in McKinley’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 27, 2026, and/or will be contained in the Registration Statement and the Proxy Statement/Prospectus when available, and in those other documents that McKinley has filed, or will file, with the SEC. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither McKinley nor Space-Eyes presently know or that McKinley and Space-Eyes currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect McKinley’s and Space-Eyes’ expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. McKinley and Space-Eyes anticipate that subsequent events and developments will cause McKinley’s and Space-Eyes’ assessments to change. However, while McKinley and Space-Eyes may elect to update these forward-looking statements at some point in the future, McKinley and Space-Eyes specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing McKinley’s and Space-Eyes’ assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Merger, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Current Report on Form 8-K does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 2.1† | Business Combination Agreement, dated as of July 30, 2026, by and among McKinley Acquisition Corporation, McKinley Acquisition Merger Sub Inc. and Space-Eyes, Inc. | |
| 10.1 | Stockholder Support Agreement by and among McKinley Acquisition Corporation and the other parties thereto | |
| 10.2 | Sponsor Support Agreement by and among McKinley Partners LLC, McKinley Acquisition Corporation and the other parties thereto | |
| 10.3 | Form of Registration Rights and Lock-Up Agreement | |
| 10.4† | Securities Purchase Agreement, dated as of July 30, 2026, among Space-Eyes, Inc., McKinley Acquisition Corporation and the buyers party thereto | |
| 10.5 | Form of Senior Secured Convertible Note | |
| 10.6 | Form of Warrant | |
| 99.1 | Joint Press Release, dated July 31, 2026 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
| † | Certain of the schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
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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: August 5, 2026 | ||
| MCKINLEY ACQUISITION CORPORATION | ||
| By: | /s/ Peter Wright | |
| Name: | Peter Wright | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Space-Eyes and McKinley Acquisition Corp. Announce Definitive Business Combination Agreement to Deliver AI-Driven Counter Drone Technology and Geospatial Intelligence Worldwide
The transaction will bring Space-Eyes’ intelligence platforms to public markets with real-time situational awareness for governments and enterprises to monitor and respond to mission critical threats across land, sea and air
Eric Trump announced as an investor and strategic adviser with deep experience in identifying and growing U .S. innovations indefense technology
| ● | Proposed transaction is expected to close in the fourth quarter of 2026. |
| ● | Implied Space-Eyes pro forma transaction equity valuation of $638 million, assuming no redemptions from McKinley’s trust accoun t and the in itialtranch e of $5 million received from PIPE. |
| ● | Sourced up to $75 million in a PIPE to augment $176.7 million of trust capital. |
Miami, Florida, July 31, 2026 (GLOBE NEWSWIRE) -- Space-Eyes, Inc. (“Space-Eyes”), a provider of next-generation geospatial intelligence and AI agents that orchestrate real-time situational awareness and control for Defense, Security, and Enterprise Operations Worldwide, and McKinley Acquisition Corp. (Nasdaq: MKLY) (“McKinley”), announced today that they have entered into a definitive business combination agreement ("BCA”). The proposed transaction was unanimously approved by the boards of directors of both Space-Eyes and McKinley and is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including regulatory and shareholder approval. Upon closing, the combined company will be named Space-Eyes, Inc., and its common stock is expected to be listed on The Nasdaq Stock Market LLC (“Nasdaq”) and trade under the ticker symbol CUAS, subject to approval by Nasdaq.
Space-Eyes delivers AI-driven, sensor-agnostic Counter-Unmanned Aerial Systems (C-UAS) that detect, track, identify, and mitigate unauthorized and hostile drones across critical infrastructure, military installations, borders, and mass-gathering venues. The Company's C-UAS platforms are built on CATE AI, its proprietary fusion engine, which integrates radar, RF, EO/IR, and satellite inputs into a single decision-grade air picture. Because the platform is sensor-agnostic, customers deploy it over their existing sensor investments, compressing procurement and fielding timelines.
That same engine underpins Space-Eyes' broader geospatial intelligence platform, which fuses satellite and multi-sensor data to deliver decision-grade awareness across land, sea, and air for governments and enterprises. The result is a repeatable business model: a single AI core expanding across C-UAS, maritime domain awareness, wildfire detection, and satellite command and control. These capabilities are expected to enable rapid deployment into new applications and provide deeper penetration within existing customer accounts. Space-Eyes is now scaling from prototype deployments into large-scale, sole-source production contracts, increasing procurement velocity, contract size, and program durability.
Management Commentary
“The technology Space-Eyes is developing is absolutely critical for the safety of our nation,” said Eric Trump, strategic advisor. “America has to lead the way, and I am proud to be part of this important mission – leveraging AI and seamless data integration for real-time insights and next generation autonomous defense systems.”
“The world has never needed real-time intelligence more than it does today in order to understand and respond to dynamic and unpredictable environments,” said Capt. Jatin Bains, Space-Eyes CEO and founder. “Space-Eyes has spent two decades building technology, partnerships, and operational credibility to meet this challenge. This transaction gives us an opportunity with the capital and strategic foundation to accelerate growth, expand customer deployments, and fundamentally reshape how the world manages risk.”
“Autonomous defense is a secular trend drawing strong investor attention and market demand. With Space-Eyes' highly scalable, capital-efficient technology and a team that can secure meaningful contracts, we are well positioned to drive organic and inorganic growth and succeed as a public company,” said Peter Wright, CEO of McKinley Acquisition Corp.
Transaction Highlights:
| ● | Market Demand: The Geospatial Intelligence and Counter-Unmanned Aerial Systems (C-UAS) market is projected to continue its growth driven by increasing demand for AI-enabled defense systems, expanding deployment of satellites, and rising demand for high-frequency, multi-sensor data collection across defense and enterprise applications. |
| ● | Implied Valuation: The transaction values Space-Eyes at a pro-forma equity value of $638 million (assuming no redemptions from McKinley’s trust account and the initial tranche of $5 million from the PIPE) and an implied enterprise value of $370 million. |
| ● | Financing: McKinley Acquisition Corp. has sourced up to $75 million of capital through PIPE financing, of which $5 million will be invested upon the filing of a registration statement on Form S-4 (the “Registration Statement”) relating to the proposed business combination. |
| ● | Closing: The transaction is expected to close in the fourth quarter of 2026, subject to approval by McKinley shareholders and Space-Eyes, and the satisfaction or waiver of customary closing conditions. |
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PIPE Transaction:
On July 30, 2026, Space-Eyes, McKinley, and certain buyers, entered into a $75 million Securities Purchase Agreement (the “SPA”).
The SPA provides for the sale of $5 million in senior secured convertible notes at an initial closing, subject to certain conditions, that will take place upon the filing of the business combination registration statement. The proceeds of the initial closing will be funded into a control account, to be released in certain circumstances. The SPA also provides for the issuance of up to an additional $70 million in senior secured convertible notes and warrants at subsequent closings, subject to certain conditions. At the subsequent closing, Space-Eyes is obligated to issue to the buyers shares of common stock equal to 9.9% of McKinley’s outstanding common stock following the merger. The buyers may apply such shares to satisfy share issuance obligations under the notes. Any such shares which are not used to satisfy share issuance obligations under the notes will be returned upon the maturity date. The notes bear interest at 10% per annum and mature in 2031. The exercise price of the warrants is $12.00 per share, subject to adjustment.
The notes contain affirmative and negative covenants, including, among others, restrictions on additional indebtedness, liens, investments, distributions, asset transfers and transactions with affiliates, as well as minimum liquidity requirements.
The conversion price of the notes is equal to (A) one thousand dollars ($1,000) divided by (B) the conversion rate. The conversion rate is equal to $1,000 divided by the lower of (i) twelve dollars ($12.00) and (ii) one hundred twenty percent (120%) of the last reported sale price of the common stock on the closing of the business combination, subject to adjustment.
The securities issued under the SPA will be secured by a first priority security interest in substantially all tangible and intangible assets of Space-Eyes and its subsidiaries, together with control agreements over a controlled cash account. Concurrently with the consummation of the business combination, McKinley and the buyers will execute security agreements granting an equivalent first priority security interest in substantially all of McKinley’s and its subsidiaries’ assets.
In addition, in connection with the business combination, the notes, and warrants issued by Space-Eyes will be exchanged for corresponding notes and warrants issued by McKinley, on materially identical terms and the Space-Eyes securities will be cancelled.
For a summary of the material terms of the transaction, as well as a copy of the business combination agreement and investor presentation, please see the Current Report on Form 8-K to be filed by McKinley with the U.S. Securities and Exchange Commission (the "SEC") available at www.sec.gov. Additional information about the proposed business combination will be described in the registration statement which McKinley and Space-Eyes will file with the SEC at www.sec.gov or by directing a written request to McKinley Acquisition Corp., 75 Second Ave., Suite 605, Needham, MA 02494.
Advisors
Clear Street LLC is serving as lead advisor and placement agent on the transaction and Alexander Capital is a co-adviser and placement agent.
About Space-Eyes
Space-Eyes is a U.S. geospatial intelligence and technology company delivering space-driven awareness for high-stakes environments through advanced analytics and multi-sensor integration. The company develops data-driven systems that prioritize accuracy, integrity, and operational usefulness to support decision-makers. Its work spans maritime operations, disaster monitoring, and defense and security missions. With continued investment in analytics, sensor fusion, and space-layer infrastructure, Space-Eyes is building intelligence systems designed for scale, reliability, and mission impact.
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About McKinley Acquisition Corp.
McKinley Acquisition Corp. is a special purpose acquisition company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Cautionary Statement Regarding Forward-Looking Information
Certain statements made herein are not historical facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the proposed business combination between McKinley and Space-Eyes, the estimated or anticipated future results and benefits of the combined company following the business combination, including the likelihood and ability of the parties to successfully consummate the business combination, future opportunities for the combined company and other statements that are not historical facts.
These statements are based on the current expectations of McKinley and/or Space-Eyes’ management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of McKinley and Space-Eyes. These statements are subject to a number of risks and uncertainties regarding Space-Eyes’ business and the business combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic, political and business conditions; the inability of the parties to consummate the business combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement; the number of redemption requests made by McKinley’s shareholders in connection with the business combination; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the business combination; the risk that the approval of the shareholders of Space-Eyes or McKinley for the potential transaction is not obtained; failure to realize the anticipated benefits of the business combination, including as a result of a delay in consummating the potential transaction; the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; the risks related to the rollout of Space-Eyes’ business and the timing of expected business milestones; the effects of competition on Space-Eyes’ business; the ability of the combined company to execute its growth strategy, manage growth profitably and retain its key employees; the ability of the combined company to obtain or maintain the listing of its securities on a U.S. national securities exchange following the business combination; costs related to the business combination; and other risks that will be detailed from time to time in filings with the SEC. The foregoing list of risk factors is not exhaustive. There may be additional risks that Space-Eyes and McKinley presently do not know or that Space-Eyes and McKinley currently believe are immaterial that could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements provide Space-Eyes’ and/or McKinley’s expectations, plans or forecasts of future events and views as of the date of this communication. Space-Eyes and McKinley anticipate that subsequent events and developments will cause their assessments to change. However, while Space-Eyes and/or McKinley may elect to update these forward-looking statements in the future, Space-Eyes and McKinley specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Space-Eyes’ or McKinley’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or results of such forward-looking statements will be achieved.
Additional Information and Where to Find It
The business combination will be submitted to shareholders of McKinley for their consideration. In connection with the business combination, McKinley intends to file a Registration Statement with the SEC, which will include a proxy statement/prospectus and certain other related documents, which will serve as both the proxy statement to be distributed to its shareholders in connection with its solicitation for proxies for the vote by its shareholders in connection with the business combination and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued to Space-Eyes’ equity holders in connection with the completion of the business combination. After the Registration Statement is declared effective, McKinley will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the business combination. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that McKinley will send to its shareholders in connection with the business combination.
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INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC free of charge at www.sec.gov. The definitive proxy statement/final prospectus (if and when available) will be mailed to shareholders of McKinley as of a record date to be established for voting on the business combination. Shareholders of McKinley will also be able to obtain copies of the proxy statement/prospectus without charge, once available, at the SEC’s website at www.sec.gov.
Participants in the Solicitation
McKinley and its directors, executive officers, and other members of management, and consultants may, under SEC rules, be deemed to be participants in the solicitation of proxies from McKinley’s shareholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in McKinley is contained in the sections entitled “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” and “Directors, Executive Officers and Corporate Governance” of McKinley’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, and which is available free of charge at the SEC’s website at www.sec.gov.
Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
Space-Eyes, its directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of McKinley’s shareholders in connection with the business combination. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be included in the Registration Statement when available.
No Offer or Solicitation
This communication is for informational purposes only and is not (i) an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law nor (ii) the solicitation of any vote in any jurisdiction pursuant to the business combination or otherwise. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the business combination or the accuracy or adequacy of this communication. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Investor Contact:
Mike Cummings
Alpha IR Group
617.461.1101
CUAS@alpha-ir.com
Media Contact:
James McCusker
Alpha Advisory Group
203.585.4750
CUAS@alpha-ir.com
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Filing Exhibits & Attachments
12 documentsPress Releases
Agreements & Contracts
- EX-10.1 STOCKHOLDER SUPPORT AGREEMENT BY AND AMONG MCKINLEY ACQUISITION CORPORATION AND 62.6 KB
- EX-10.2 SPONSOR SUPPORT AGREEMENT BY AND AMONG MCKINLEY PARTNERS LLC, MCKINLEY ACQUISITI 60.7 KB
- EX-10.3 FORM OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENT 143.8 KB
- EX-10.4 SECURITIES PURCHASE AGREEMENT, DATED AS OF JULY 30, 2026, AMONG SPACE-EYES, INC. 610.6 KB
- EX-10.5 FORM OF SENIOR SECURED CONVERTIBLE NOTE 420.9 KB
- EX-10.6 FORM OF WARRANT 136.2 KB