{"filing":{"accession_number":"0001213900-26-085663","cik":"0002067592","ticker":"MKLYR","company_name":"McKinley Acquisition Corp","form":"8-K","filing_date":"2026-08-05","report_date":"2026-07-30","primary_document":"ea0299662-8k425_mckinley.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2067592/000121390026085663/ea0299662-8k425_mckinley.htm"},"events":[{"id":24793,"run_id":22482,"accession_number":"0001213900-26-085663","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"McKinley Acquisition Corp. entered into a definitive business combination agreement with Space-Eyes, Inc. dated July 30, 2026, providing for a merger resulting in Space-Eyes becoming a wholly-owned subsidiary of McKinley with a $638 million implied equity valuation, $275 million in aggregate consideration, up to $8 million in earn-out shares, and a $75 million PIPE financing. The transaction is expected to close in Q4 2026 and will result in McKinley changing its name to Space-Eyes, Inc. and listing on Nasdaq.","company_name":"McKinley Acquisition Corp","ticker":"MKLYR","filing_date":"2026-08-05","form":"8-K","submitted_at":null,"items":[{"id":25465,"accession_number":"0001213900-26-085663","item_number":"1.01","item_title":"Entry","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 1.01 discloses entry into a definitive business combination agreement between McKinley Acquisition Corp. (a SPAC), its merger subsidiary, and Space-Eyes, Inc., dated July 30, 2026. The agreement provides for a merger resulting in Space-Eyes becoming a wholly-owned subsidiary of McKinley, with McKinley changing its name to Space-Eyes, Inc. and listing on Nasdaq. The transaction involves $275 million in aggregate consideration plus up to $8 million in earn-out shares, plus a $75 million PIPE financing. This is a material acquisition/change of control transaction that would substantially affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:22:13.441635+00:00","company_name":"","ticker":null,"filing_date":""},{"id":25466,"accession_number":"0001213900-26-085663","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 incorporates Item 1.01 by reference, which discloses a definitive business combination agreement between McKinley Acquisition Corp. and Space-Eyes, Inc. The joint press release (EX-99.1) confirms entry into a binding merger agreement with a $638 million implied equity valuation, $75 million PIPE financing, and expected Q4 2026 closing. This is a material acquisition/change of control transaction creating direct financial obligations (senior secured convertible notes) and triggering shareholder approval requirements.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:22:13.441635+00:00","company_name":"","ticker":null,"filing_date":""},{"id":25468,"accession_number":"0001213900-26-085663","item_number":"7.01","item_title":"Regulation","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"McKinley Acquisition Corp. and Space-Eyes announced execution of a definitive Business Combination Agreement on July 31, 2026, with an implied pro-forma equity valuation of $638 million and enterprise value of $370 million. The transaction is expected to close in Q4 2026 and constitutes a material acquisition/merger requiring shareholder approval. This is a classic SPAC business combination—a change of control transaction that is clearly material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:22:13.441635+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":24794,"run_id":22482,"accession_number":"0001213900-26-085663","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"McKinley Acquisition Corp. disclosed an unregistered private placement (PIPE) of $75 million in senior secured convertible notes, warrants, and underlying shares of common stock representing 9.9% of McKinley's outstanding common stock post-merger, issued under Section 4(a)(2) and Regulation D Rule 506.","company_name":"McKinley Acquisition Corp","ticker":"MKLYR","filing_date":"2026-08-05","form":"8-K","submitted_at":null,"items":[{"id":25467,"accession_number":"0001213900-26-085663","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered sale of equity securities under Section 4(a)(2) and Regulation D Rule 506. The SPA provides for issuance of $75 million in senior secured convertible notes, warrants, and underlying shares of common stock (9.9% of McKinley's outstanding common stock post-merger). These securities are not registered under the Securities Act and represent a dilutive private placement financing tied to the Space-Eyes business combination, a classic PIPE transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:22:13.441635+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":25465,"accession_number":"0001213900-26-085663","item_number":"1.01","item_title":"Entry","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 1.01 discloses entry into a definitive business combination agreement between McKinley Acquisition Corp. (a SPAC), its merger subsidiary, and Space-Eyes, Inc., dated July 30, 2026. The agreement provides for a merger resulting in Space-Eyes becoming a wholly-owned subsidiary of McKinley, with McKinley changing its name to Space-Eyes, Inc. and listing on Nasdaq. The transaction involves $275 million in aggregate consideration plus up to $8 million in earn-out shares, plus a $75 million PIPE financing. This is a material acquisition/change of control transaction that would substantially affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:22:13.441635+00:00","company_name":"McKinley Acquisition Corp","ticker":"MKLYR","filing_date":"2026-08-05"},{"id":25466,"accession_number":"0001213900-26-085663","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 incorporates Item 1.01 by reference, which discloses a definitive business combination agreement between McKinley Acquisition Corp. and Space-Eyes, Inc. The joint press release (EX-99.1) confirms entry into a binding merger agreement with a $638 million implied equity valuation, $75 million PIPE financing, and expected Q4 2026 closing. This is a material acquisition/change of control transaction creating direct financial obligations (senior secured convertible notes) and triggering shareholder approval requirements.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:22:13.441635+00:00","company_name":"McKinley Acquisition Corp","ticker":"MKLYR","filing_date":"2026-08-05"},{"id":25467,"accession_number":"0001213900-26-085663","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered sale of equity securities under Section 4(a)(2) and Regulation D Rule 506. The SPA provides for issuance of $75 million in senior secured convertible notes, warrants, and underlying shares of common stock (9.9% of McKinley's outstanding common stock post-merger). These securities are not registered under the Securities Act and represent a dilutive private placement financing tied to the Space-Eyes business combination, a classic PIPE transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:22:13.441635+00:00","company_name":"McKinley Acquisition Corp","ticker":"MKLYR","filing_date":"2026-08-05"},{"id":25468,"accession_number":"0001213900-26-085663","item_number":"7.01","item_title":"Regulation","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"McKinley Acquisition Corp. and Space-Eyes announced execution of a definitive Business Combination Agreement on July 31, 2026, with an implied pro-forma equity valuation of $638 million and enterprise value of $370 million. The transaction is expected to close in Q4 2026 and constitutes a material acquisition/merger requiring shareholder approval. This is a classic SPAC business combination—a change of control transaction that is clearly material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:22:13.441635+00:00","company_name":"McKinley Acquisition Corp","ticker":"MKLYR","filing_date":"2026-08-05"}]}