Item 5. Other Information
Item 5. Other Information.
None .
21
Item 6. Exhibits.
The following exhibits are
filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit
No.
Description
1.1
Underwriting Agreement, dated August 11, 2025, by and between the Company and Clear Street LLC, as representative of the several underwriters (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K, filed by the registrant on August 15, 2025).
3.1
Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by the registrant on August 15, 2025).
4.1
Share Rights Agreement, dated August 11, 2025, by and between the Company and Odyssey Transfer and Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by the registrant on August 15, 2025).
10.1
Letter Agreement, dated August 11, 2025, among the Company, its directors and officers, Clear Street LLC, Brookline and the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the registrant on August 15, 2025).
10.2
Investment Management Trust Agreement, August 11, 2025, by and between the Company and Odyssey Transfer and Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by the registrant on August 15, 2025).
10.3
Registration Rights Agreement, dated August 11, 2025, by and among the Company and certain security holders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by the registrant on August 15, 2025).
10.4
Private Placement Units Purchase Agreement, dated August 11, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed by the registrant on August 15, 2025).
10.5
Private Placement Units Purchase Agreement, August 11, 2025 by and between the Company and Brookline (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K, filed by the registrant on August 15, 2025).
10.6
Private Placement Units Purchase Agreement, August 11, 2025 by and between the Company and Clear Street (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K, filed by the registrant on August 15, 2025).
10.7
Administrative Services Agreement, dated August 11, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K, filed by the registrant on August 15, 2025).
10.8
Form of Indemnity Agreement (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K, filed by the registrant on August 15, 2025).
10.9
Founder Share Transfer Agreement by and between the Sponsor and Clear Street (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K, filed by the registrant on August 15, 2025).
10.10
Private Placement Units Promissory Note (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K, filed by the registrant on August 15, 2025).
31.1*
Certification of the Principal
Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2*
Certification of the Principal
Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1**
Certification of the Principal
Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of the Principal
Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
XBRL Instance Document
101.CAL*
XBRL Taxonomy Extension
Calculation Linkbase Document
101.SCH*
XBRL Taxonomy Extension
Schema Document
101.DEF*
XBRL Taxonomy Extension
Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension
Labels Linkbase Document
101.PRE*
XBRL Taxonomy Extension
Presentation Linkbase Document
104
Cover Page Interactive
Data File (formatted as inline XBRL and contained in Exhibit 101)
*
Filed herewith
**
Furnished herewith
22
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 thereunto duly authorized.
McKinley Acquisition Corporation
September 23, 2025
By:
/s/ Peter Wright
Name: Peter Wright
Title: Chief Executive Officer (Principal Executive Officer)
September 23, 2025
By:
/s/ Daphne Huang
Name: Daphne Huang
Title: Chief Financial Officer (Principal Financial Officer)
23
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.