[8-K] McKinley Acquisition Corporation Units Reports Material Event

Rhea-AI Filing Summary

McKinley Acquisition Corporation completed an IPO of 15,000,000 Units at $10.00 per Unit, raising gross proceeds of $150,000,000. Each Unit includes one Class A ordinary share and one Right to receive one-tenth of a Class A ordinary share upon consummation of an initial business combination.

The company also issued Private Placement Units at $10.00 per Unit on a non-public basis; those Private Placement Units are identical to the IPO Units except they are subject to transfer restrictions. The Sponsor, Clear Street and Brookline received certain demand and piggyback registration rights related to the Private Placement. A balance sheet dated August 13, 2025 is referenced in the filing, and the document is signed by CEO Peter Wright.

Positive

• $150,000,000 gross proceeds from the IPO (15,000,000 Units at $10.00 each)
• Standard Unit structure (one Class A ordinary share plus one Right to 0.1 share) that aligns incentives for completing an initial business combination
• Private Placement investors granted registration rights, which can enable future liquidity if exercised

Negative

• Private Placement Units are subject to transfer restrictions, which limit immediate liquidity for those holders
• Disclosure lacks operational or target details; filing describes financing and unit terms but provides no information on intended acquisition targets or business strategy

Insights

Financial Analyst

TL;DR: IPO raised $150 million via 15M Units, providing capital for sponsor to pursue a business combination.

The transaction establishes a $150 million cash pool dedicated to completing an initial business combination, using a Unit structure common to SPACs: one Class A share plus a Right representing 0.1 of a share upon combination. The clear disclosure of Private Placement Units and associated registration rights suggests sponsor alignment and potential future dilution if rights convert. The proceeds are material for a blank-check vehicle and represent the primary economic resource for executing the stated corporate purpose.

Corporate Governance Expert

TL;DR: Governance terms include transfer restrictions and registration rights for private purchasers, affecting liquidity and resale mechanics.

The filing notes that Private Placement Units were issued pursuant to Section 4(a)(2) and carry transfer restrictions, while purchasers received demand and piggyback registration rights. These contractual terms are standard but important for governance and investor liquidity: restricted units limit secondary-market transfers until registration occurs, and registration rights create obligations and potential incentives for the issuer to register shares, which can dilute existing public holders upon exercise.

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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

August 29, 2025

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 8.01. Other Events.

As previously disclosed on a Current Report on Form 8-K dated August 15, 2025, McKinley Acquisition Corporation (the “Company”) consummated its initial public offering (the “IPO”) of 15,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share (“Class A Ordinary Share”) and one right (a “Right”) to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial business combination. The Units were sold at a price of $10.00 per Unit, generating aggregate gross proceeds to the Company of $150,000,000.

Simultaneously with the closing of the IPO, pursuant to certain Private Placement Units Purchase Agreements, McKinley Partners LLC, Clear Street LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC, completed the private placement of an aggregate of 465,000 units (the “Private Placement Units”) at $10.00 per Unit, each Unit consisting of one Class A Ordinary Share and one Right of the Company. The Private Placement Units are identical to the Units sold in the IPO, except that the Private Placement Units are subject to transfer restrictions. The Sponsor, Clear Street and Brookline were granted certain demand and piggyback registration rights in connection with the purchase of the Private Placement Units. The Private Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

As of August 13, 2025, a total of $150,000,000 of the net proceeds from the IPO and the private placement were deposited in a trust account established for the benefit of the Company’s public shareholders.

An audited balance sheet as of August 13, 2025 reflecting receipt of the proceeds upon consummation of the IPO and the private placement is included with this report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Balance Sheet dated August 13, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 29, 2025
MCKINLEY ACQUISITION CORPORATION
By:	/s/ Peter Wright
Name:	Peter Wright
Title:	Chief Executive Officer

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FAQ

What did McKinley Acquisition Corporation (MKLYU) sell in the IPO?

15,000,000 Units were sold in the IPO, each at $10.00, where each Unit consists of one Class A ordinary share and one Right to receive 0.1 of a Class A ordinary share upon a business combination.

How much money did MKLYU raise in the offering?

$150,000,000 in aggregate gross proceeds from the sale of 15,000,000 Units at $10.00 per Unit.

What are the Private Placement Units described in the filing?

Private Placement Units were issued at $10.00 per Unit, are identical to IPO Units but are subject to transfer restrictions, and were issued pursuant to Section 4(a)(2) of the Securities Act.

Do Private Placement purchasers have any registration rights?

Yes; the Sponsor, Clear Street and Brookline were granted certain demand and piggyback registration rights in connection with their purchase of Private Placement Units.

What financial statements are referenced in the filing?

The filing references a Balance Sheet dated August 13, 2025 and an Inline XBRL Cover Page Interactive Data File; no income statement or earnings data are provided in the disclosed text.