Wealthspring reveals 2.31% McKinley stake in 13G filing (MKLY)

Rhea-AI Filing Summary

McKinley Acquisition Corp received an amended Schedule 13G filing reporting a passive ownership position in its Class A ordinary shares. Wealthspring Capital LLC and Matthew Simpson together report beneficial ownership of 398,650 Class A shares, representing 2.31% of the class as of the event date of 12/31/2025.

Both reporting persons disclose shared voting and dispositive power over all 398,650 shares and no sole power. They certify that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of McKinley Acquisition Corp.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

McKinley Acquisition Corp

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G6005T127

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G6005T127

1

Names of Reporting Persons

Wealthspring Capital LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 398,650.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 398,650.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

398,650.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.31 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. G6005T127

1

Names of Reporting Persons

Matthew Simpson

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 398,650.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 398,650.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

398,650.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.31 %

12

Type of Reporting Person (See Instructions)

HC, IA, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: McKinley Acquisition Corp
(b)	Address of issuer's principal executive offices: 75 SECOND AVENUE, SUITE 605, NEEDHAM, MASSACHUSETTS 02494
Item 2.
(a)	Name of person filing: Wealthspring Capital LLC Matthew Simpson
(b)	Address or principal business office or, if none, residence: 2 WESTCHESTER PARK DRIVE SUITE 108 WEST HARRISON, New York 10604
(c)	Citizenship: Wealthspring Capital LLC - NEW YORK Matthew Simpson - UNITED STATES
(d)	Title of class of securities: Class A ordinary shares, par value $0.0001 per share
(e)	CUSIP No.: G6005T127
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 398,650
(b)	Percent of class: 2.31 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Wealthspring Capital LLC - 0 Matthew Simpson - 0
	(ii) Shared power to vote or to direct the vote: Wealthspring Capital LLC - 398,650 Matthew Simpson - 398,650
	(iii) Sole power to dispose or to direct the disposition of: Wealthspring Capital LLC - 0 Matthew Simpson - 0
	(iv) Shared power to dispose or to direct the disposition of: Wealthspring Capital LLC - 398,650 Matthew Simpson - 398,650
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Wealthspring Capital LLC

Signature:	/s/ Matthew Simpson
Name/Title:	Manager
Date:	01/08/2026

Matthew Simpson

Signature:	/s/ Matthew Simpson
Name/Title:	Control Person
Date:	01/08/2026

Exhibit Information

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them a statement on Schedule 13G (including amendments thereto, if any) with respect to the ordinary shares of McKinley Acquisition Corp., and that this Agreement may be included as an Exhibit to such joint filing. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 8, 2026. Wealthspring Capital LLC /s/ Matthew Simpson Name: Matthew Simpson Title: Manager /s/ Matthew Simpson Name: Matthew Simpson

FAQ

Who filed this Schedule 13G/A related to McKinley Acquisition Corp (MKLY)?

The filing was made jointly by Wealthspring Capital LLC and Matthew Simpson, who are reporting persons with respect to McKinley Acquisition Corp’s Class A ordinary shares.

How many McKinley Acquisition Corp (MKLY) shares are reported as beneficially owned?

Wealthspring Capital LLC and Matthew Simpson report beneficial ownership of 398,650 Class A ordinary shares of McKinley Acquisition Corp.

What percentage of McKinley Acquisition Corp’s Class A shares does 398,650 represent?

The reported 398,650 Class A ordinary shares represent 2.31% of the outstanding class for McKinley Acquisition Corp.

Do the reporting persons have sole or shared voting power over McKinley Acquisition Corp (MKLY) shares?

Both Wealthspring Capital LLC and Matthew Simpson report 0 shares with sole voting or dispositive power and 398,650 shares with shared voting and dispositive power.

Is the McKinley Acquisition Corp (MKLY) stake reported as passive or for control purposes?

The reporting persons certify that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of McKinley Acquisition Corp.

What is the date of the event that triggered this Schedule 13G/A filing for MKLY?

The date of the event requiring the filing is listed as 12/31/2025.