Business Context and Reporting Period
On July 30, 2026, McKinley Acquisition Corporation (McKinley), a Cayman Islands exempted company and emerging growth company, entered into a Business Combination Agreement with Space-Eyes, Inc. (Space-Eyes). The transaction involves McKinley domesticating as a Delaware corporation and merging with Space-Eyes via a wholly-owned subsidiary. Upon closing, McKinley will change its name to "Space-Eyes, Inc." The filing date is July 30, 2026, with the report signed on August 5, 2026.
Key Financial Metrics and Transaction Structure
- Aggregate Transaction Consideration: $275,000,000 in newly-issued Domesticated SPAC Common Stock, calculated based on a $10.00 per share value.
- Earn-Out Shares: Up to 8,000,000 additional shares may be issued to certain Space-Eyes stockholders upon satisfaction of specific milestones.
- PIPE Investment: A Securities Purchase Agreement (SPA) was executed for an aggregate principal amount of approximately $83,660,130, providing net proceeds of up to $75,000,000 to the Company.
- Debt Instrument Details: The PIPE consists of senior secured convertible notes bearing 10% annual interest, maturing in 2031. The notes are secured by a first priority security interest in substantially all assets of Space-Eyes and its subsidiaries.
- Conversion Terms: Existing Space-Eyes Bridge Notes convert at $5.50 per share. New PIPE Notes convert based on a rate derived from the lower of $12.00 or 120% of the last reported sale price at closing.
- Warrants: PIPE investors receive warrants with an exercise price of $12.00 per share.
- Liquidity and Cash Flow: The filing does not provide current revenue, profit, or cash flow figures for either entity. Proceeds from the PIPE are subject to release conditions, with initial funds held in a control account.
Material Changes and Transaction Mechanics
The primary material change is the entry into a definitive merger agreement, transitioning McKinley from a SPAC to a combined operating entity with Space-Eyes. Key structural changes include:
- Corporate Status: McKinley will deregister in the Cayman Islands and domesticate in Delaware.
- Security Conversion: All outstanding Space-Eyes common stock and treasury shares will be converted into Domesticated SPAC Common Stock based on the Exchange Ratio.
- Capital Structure: The transaction introduces significant new debt ($83.66M principal) and equity dilution via the PIPE and earn-out provisions.
- Subordination: Existing secured indebtedness of Space-Eyes will be subordinated to the new PIPE Notes.
Guidance, Outlook, Risks, and Contingencies
Closing Conditions: The transaction is subject to customary conditions, including shareholder approval from both McKinley and Space-Eyes, effectiveness of an SEC Form S-4 registration statement, Nasdaq listing approval, and the expiration of Hart-Scott-Rodino waiting periods.
Termination Rights: The agreement may be terminated if closing does not occur by April 30, 2027 (the "Outside Date"), if required shareholder approvals are not obtained, or if a material breach occurs that cannot be cured within 30 days.
Support Agreements: Certain Space-Eyes stockholders and the McKinley Sponsor have entered into support agreements to vote in favor of the transaction and abstain from redemption rights.
Risks and Forward-Looking Statements: The filing highlights risks regarding the failure to complete the transaction, disruption to Space-Eyes' business, employee retention, regulatory changes, and stock price volatility. Management explicitly disclaims any obligation to update forward-looking statements.
Investor Verification Checklist
- Verify the final approval status of the transaction by shareholders of both McKinley and Space-Eyes.
- Confirm the effectiveness of the Form S-4 registration statement and the official listing notice from Nasdaq.
- Review the definitive Proxy Statement/Prospectus for detailed financial data on Space-Eyes not included in this 8-K.
- Assess the level of redemptions by McKinley public shareholders, which will impact the final cash available to the combined company.
- Examine the specific milestones required to trigger the issuance of the 8,000,000 earn-out shares.
- Confirm the terms of the intercreditor agreement regarding the subordination of existing Space-Eyes debt.