{"url_path":"/sec/mkly/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2067592/0001213900-26-057711-index.html","accession_number":"0001213900-26-057711","cik":"0002067592","ticker":"MKLY","issuer_name":"McKinley Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2067592/0001213900-26-057711-index.html","primary_entity_key":"0002067592","primary_entity_name":"McKinley Acquisition Corp"},"word_count":358,"has_tables":true,"body_markdown":"Item\n2. Unregistered Sales of Equity Securities and Use of Proceeds.\n\n* *\n\nOn\nAugust 13, 2025, we consummated our Initial Public Offering of 15,000,000 Units at $10.00 per Unit, generating gross proceeds to the\nCompany of $150,000,000. Clear Street and Brookline acted as the underwriters. The securities sold in the Initial Public Offering were\nregistered under the Securities Act on registration statement on Form S-1 (No. 333-288439). The SEC declared the registration statement\neffective on August 11, 2025.\n\n \n\nSimultaneously\nwith the consummation of the Initial Public Offering, on August 13, 2025, we consummated the private sale of an aggregate of 465,000\nPrivate Placement Units to the Sponsor and the underwriters at a purchase price of $10.00 per unit, generating gross proceeds of $4,650,000.\nThe Private Placement Units are identical to the Units sold in the Initial Public Offering, except as otherwise disclosed in the Registration\nStatement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units\nwas made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.\n\n \n\nWe\nincurred transaction costs amounting to $7,262,013, consisting of $1,500,000 cash underwriting fee, $4,500,000 of deferred underwriting\nfee, and $1,262,013 of other offering costs.\n\n \n\nFollowing\nthe closing of the Initial Public Offering, of the net proceeds received from the consummation of the Initial Public Offering and simultaneous\nPrivate Placement, $150,000,000 ($10.00 per unit sold in the Initial Public Offering) was placed in the Trust Account.\n\n \n\nOn\nAugust 15, 2025, Clear Street formally notified the Company that they will exercise their over-allotment option to the full extent of\n2,250,000 Units at $10.00 per Unit, generating additional proceeds to the Company of $22,500,000. The Units were delivered to Clear Street\nin connection with the closing on August 19, 2025. The $22,500,000 of proceeds was placed in the Trust Account.\n\n \n\n27\n\n \n\n \n\nThere has been no material change in the planned use of proceeds from\nthe Initial Public Offering and Private Placement as is described in the Company’s Final Prospectus.\n\n \n\nPurchases\nof Equity Securities by the Issuer and Affiliated Purchasers during the Quarter Ended March 31, 2026\n\n \n\nNone."}