[SCHEDULE 13G/A] McKinley Acquisition Corp Amended Passive Investment Disclosure

Rhea-AI Filing Summary

McKinley Acquisition Corp (MKLY) Schedule 13G/A reports that Verition Fund Management LLC and Nicholas Maounis may be deemed to beneficially own 685,312 Class A ordinary shares as of March 31, 2026. That holding represents approximately 3.8% of the Class A shares based on 17,801,250 shares outstanding as of February 27, 2026. The shares are held for the account of Verition Multi-Strategy Master Fund Ltd.; reported voting and dispositive power is shared for 685,312 shares. Unit Rights converting to fractional shares upon an initial business combination are excluded from the beneficial-ownership count.

Key Figures

Reported beneficial ownership: 685,312 shares Percent of class: 3.8% Shares outstanding: 17,801,250 shares

3 metrics

Reported beneficial ownership 685,312 shares As of March 31, 2026; held for Verition Multi-Strategy Master Fund Ltd.

Percent of class 3.8% Based on 17,801,250 Class A shares outstanding as of February 27, 2026

Shares outstanding 17,801,250 shares Outstanding as of February 27, 2026 (reported in the issuer's Form 10-K)

Key Terms

Unit Rights, beneficially own, shared dispositive power

3 terms

Unit Rights financial

"one right entitling the holder to receive one-tenth of one Class A Ordinary Share"

Unit rights are tradable entitlements given to existing investors that let them buy new "units" — a package that often includes a share plus an option to buy more later — at a set price for a limited time. They matter because they offer a chance to increase ownership at a predefined price (reducing the impact of dilution) or to sell the right itself for cash, similar to having a coupon that lets you buy extra slices of a pizza at a fixed price or sell the coupon instead.

beneficially own regulatory

"the number of Class A Ordinary Shares the Reporting Persons may be deemed to beneficially own"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

shared dispositive power regulatory

"Shared Dispositive Power 685,312.00"

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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)

G6005T101

(CUSIP Number)

03/31/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G6005T101

1

Names of Reporting Persons

Verition Fund Management 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 685,312.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 685,312.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

685,312.00

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)

3.8 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP Number(s): G6005T101

1

Names of Reporting Persons

Maounis Nicholas Matthew

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 685,312.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 685,312.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

685,312.00

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)

3.8 %

12

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: McKinley Acquisition Corp
(b)	Address of issuer's principal executive offices: 75 Second Ave., Suite 605, Needham, Massachusetts, 02494
Item 2.
(a)	Name of person filing: This Statement is filed on behalf of each of the following persons: Verition Fund Management LLC and Nicholas Maounis (collectively, the "Reporting Persons"). This Statement relates to Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") underlying units ("Units") held for the account of Verition Multi-Strategy Master Fund Ltd. Each Unit consists of one Class A Ordinary Share and one right (each a "Unit Right") entitling the holder to receive one-tenth of one Class A Ordinary Share upon the consummation of the Issuer's initial business combination. Verition Fund Management LLC serves as the investment manager to Verition Multi-Strategy Master Fund Ltd. Mr. Nicholas Maounis is the managing member of Verition Fund Management LLC. In such capacities, each of the Reporting Persons may be deemed to have voting and dispositive power over the securities held for Verition Multi-Strategy Master Fund Ltd.
(b)	Address or principal business office or, if none, residence: The principal business office of each of the Reporting Persons is One American Lane, Greenwich, CT 06831.
(c)	Citizenship: Verition Fund Management LLC is a Delaware limited liability company. Nicholas Maounis is a citizen of the United States.
(d)	Title of class of securities: Class A ordinary shares, par value $0.0001 per share
(e)	CUSIP No.: G6005T101
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: As of March 31, 2026, the number of Class A Ordinary Shares the Reporting Persons may be deemed to beneficially own equals 685,312 Class A Ordinary Shares held by Verition Multi-Strategy Master Fund Ltd. The amount beneficially owned by each Reporting Person excludes Class A Ordinary Shares underlying Unit Rights held by Verition Multi-Strategy Master Fund Ltd. that the Reporting Persons are entitled to receive only upon consummation of the Issuer's initial business combination, because the Reporting Persons do not have the right to acquire beneficial ownership of such Class A Ordinary Shares within 60 days.
(b)	Percent of class: As of March 31, 2026, the number of Class A Ordinary Shares the Reporting Persons may be deemed to beneficially own constitutes approximately 3.8% of the Class A Ordinary Shares outstanding. This percentage is based on 17,801,250 Class A Ordinary Shares outstanding as of February 27, 2026, as reported in the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2026.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 685,312
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 685,312
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.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Verition Multi-Strategy Master Fund Ltd. is known to have the right to receive dividends from, and proceeds from the sale of, the Class A Ordinary Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See disclosure in Item 2 hereof.
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.

Verition Fund Management LLC

Signature:	/s/ William Anderson
Name/Title:	William Anderson, CFO
Date:	05/15/2026

Maounis Nicholas Matthew

Signature:	/s/ Nicholas Maounis
Name/Title:	Nicholas Maounis
Date:	05/15/2026

FAQ

What stake does Verition hold in McKinley Acquisition Corp (MKLY)?

Verition Fund Management LLC and Nicholas Maounis are reported to beneficially own 685,312 shares representing about 3.8% of Class A ordinary shares. This percentage is calculated using 17,801,250 shares outstanding as of February 27, 2026, per the filing.

Are Unit Rights included in the 685,312 share count for MKLY?

No. Unit Rights that convert into fractional Class A shares upon an initial business combination are excluded because they are not exercisable within 60 days. The filing specifies those Unit Rights are not counted in the 685,312 figure.

Who holds voting and dispositive power over the reported MKLY shares?

The filing states the reported voting and dispositive power over the 685,312 shares is shared between Verition Fund Management LLC and Nicholas Maounis. Sole voting and dispositive power are reported as 0 in the schedule.

What is the address and jurisdiction for the reporting persons on the MKLY filing?

The principal business office for the reporting persons is listed as One American Lane, Greenwich, CT 06831. Verition Fund Management LLC is a Delaware limited liability company; Nicholas Maounis is a United States citizen.

Does the filing identify who receives sale proceeds or dividends for these MKLY shares?

Yes. The filing states that Verition Multi-Strategy Master Fund Ltd. is known to have the right to receive dividends and proceeds from sale of the Class A shares covered by this statement.