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Item 1. Financial Statements

2025-11-13 compared with 2025-09-23 · 302 added, 102 removed, 268 unchanged (60% of the section changed)

1 unchanged sentence

MCKINLEY ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS

Current asset – prepaid expenses $ 70,000 $ 70,000

Deferred offering costs 59,701 18,372

UNAUDITED CONDENSED BALANCE SHEET

SEPTEMBER 30, 2025

Current assets:

Cash $ 1,883,395

Prepaid expenses – current 90,609

Due from related party 30,478

Total current assets 2,004,482

Non-current assets:

Cash held in Trust Account 173,451,679

Prepaid expenses – non-current 58,253

Total non-current assets 173,509,932

Total Assets $ 175,514,414

LIABILITIES AND SHAREHOLDER’S (DEFICIT) EQUITY

Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit:

Current liabilities:

Accrued offering costs $ 25,000 $ 18,372

Accrued expenses 21,263 4,280

Accounts payable $ 73,969

Promissory note – related party 121,210 45,000

Accrued expenses 79,000

Administrative services fee payable – related party 10,452

Total current liabilities 163,421

Non-current liabilities:

Deferred underwriting commissions 4,500,000

Total non-current liabilities 4,500,000

Total Liabilities 4,663,421

Commitments and Contingencies (Note 7)

Shareholder’s (Deficit) Equity

Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

17,250,000 shares issued and outstanding at redemption value of $ 10.06 per share 173,451,679

Shareholders’ Deficit

Preference shares, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding — —

Class A ordinary shares, $ 0.0001 par value, 239,000,000 shares authorized;

none issued and outstanding — —

Class B ordinary shares, $ 0.0001 par value, 10,000,000 shares authorized;

none issued or outstanding —

Class A ordinary shares, $ 0.0001 par value;

239,000,000 shares authorized;

540,000 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) 55

Class B ordinary shares, $ 0.0001 par value;

10,000,000 shares authorized;

6,543,103 shares issued and outstanding 654

Share receivable ( 500,000 )

Additional paid-in capital —

Accumulated deficit ( 2,101,395 )

Total Shareholder’s (Deficit) Equity ( 38,421 ) 13,214

TOTAL LIABILITIES AND SHAREHOLDER’S (DEFICIT) EQUITY $ 129,701 $ 88,372

(1) Includes an aggregate of up to 853,448 Class B ordinary

shares, $0.0001 par value subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters

The accompanying notes are an integral part of

these condensed financial statements.

Total Shareholders’ Deficit ( 2,600,686 )

Total Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit $ 175,514,414

The accompanying notes are an integral part of these unaudited condensed

financial statements.

MCKINLEY ACQUISITION CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

For the Period From

March 27, 2025

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended

March 27, 2025

(Inception) Through

June 30, 2025

September 30,

Loss from operations:

Formation, general and administrative expenses $ 327,697 $ 391,118

Net loss ( 54,820 ) ( 63,421 )

Weighted average shares outstanding, basic and diluted (1) 5,689,655 5,689,655

Basic and diluted net loss per ordinary share $ ( 0.01 ) $ ( 0.01 )

(1) Excludes an aggregate of up to 853,448 Class B ordinary shares, $0.0001 par value subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 6).

Listing fees 12,308 12,308

Insurance expense 9,247 9,247

Net loss from operations ( 349,252 ) ( 412,673 )

Other income:

Interest income on Trust Account 951,679 951,679

Net other income 951,679 951,679

Net income $ 602,427 $ 539,006

Basic weighted average Class A ordinary shares subject to possible redemption outstanding 9,040,761 4,424,202

Basic net income per Class A ordinary shares subject to possible redemption $ 0.04 $ 0.05

Basic weighted average Class A & Class B ordinary shares not subject to possible redemption outstanding 6,349,527 6,012,571

Basic net income per Class A & Class B ordinary shares not subject to possible redemption $ 0.04 $ 0.05

Diluted weighted average Class A ordinary shares subject to possible redemption outstanding 9,040,761 4,424,202

Diluted net income per Class A ordinary shares subject to possible redemption $ 0.04 $ 0.05

Diluted weighted average Class A & Class B ordinary shares not subject to possible redemption outstanding 6,804,081 6,670,816

Diluted net income per Class A & Class B ordinary shares not subject to possible redemption $ 0.04 $ 0.05

The accompanying notes are an integral part of

these condensed financial statements.

these unaudited condensed financial statements.

MCKINLEY ACQUISITION CORPORATION

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT

FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND FOR THE PERIOD FROM MARCH 27, 2025 (INCEPTION) THROUGH

JUNE 30, 2025

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND FOR THE PERIOD FROM MARCH 27, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025

ordinary shares

Additional Paid-In

6 unchanged sentences

Balance as of June 30, 2025 (Unaudited) — — 6,543,103 $ 654 — $ 24,346 $ ( 63,421 ) $ ( 38,421 )

Includes an aggregate of up to 853,448 Class B ordinary shares, $0.0001 par value subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 6).

Sale of Public Units — — — — — 3,622,244 — 3,622,244

Sale of Private Placement Units 465,000 47 — — ( 500,000 ) 4,649,953 — 4,150,000

Capital contribution of membership interests — — — — — 12,765,331 — 12,765,331

Cost of raising capital for non-managing sponsor and underwriter interests — — — — — ( 12,765,331 ) — ( 12,765,331 )

Issuance of Representative Shares 75,000 8 — — — 749,992 — 750,000

Allocated value of transaction costs to Rights — — — — — ( 175,365 ) — ( 175,365 )

Exercise of over-allotment option — — — — — 149,000 — 149,000

Remeasurement of Class A ordinary shares to redemption value — — — — — ( 9,020,170 ) ( 2,640,401 ) ( 11,660,571 )

Net income — — — — — — 602,427 602,427

Balance as of September 30, 2025 (Unaudited) 540,000 $ 55 6,543,103 $ 654 $ ( 500,000 ) $ — $ ( 2,101,395 ) $ ( 2,600,686 )

The accompanying notes are an integral part of

these condensed financial statements.

these unaudited condensed financial statements.

MCKINLEY ACQUISITION CORPORATION

CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM MARCH 27, 2025 (INCEPTION) THROUGH JUNE 30, 2025

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM MARCH 27, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025

Cash Flows from Operating Activities:

Net loss $ ( 63,421 )

Net income $ 539,006

Adjustments to reconcile net income to net cash used in operating activities:

Interest income on Trust Account ( 951,679 )

Changes in operating assets and liabilities:

2 unchanged sentences

Accrued expenses 79,000

Administrative services fee payable – related party 10,452

Net cash used in operating activities ( 398,114 )

Cash Flows from Investing Activities:

Investment of cash into Trust Account ( 172,500,000 )

Net cash used in investing activities ( 172,500,000 )

Cash Flows from Financing Activities:

Proceeds from sale of Public Units 150,000,000

Proceeds from exercise of over-allotment option 22,500,000

Proceeds from sale of Private Placement Units 4,650,000

Payment of underwriter fees and commissions ( 1,575,000 )

Proceeds from issuance of Class B ordinary shares 25,000

Proceeds from promissory note – related party 154,522

Payment of promissory note – related party ( 185,000 )

Payment of offering costs ( 288,013 )

Share receivable ( 500,000 )

Net cash provided by financing activities 174,781,509

3 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities:

Deferred offering included in accrued offering costs $ 25,000

Remeasurement of Class A ordinary shares to redemption value $ 11,660,571

The accompanying notes are an integral part of

these condensed financial statements.

these unaudited condensed financial statements.

MCKINLEY ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Note 1 — Organization and Business Operations

2 unchanged sentences

The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.

The Company’s sponsor is McKinley Partners LLC (the “Sponsor”).

As of June 30, 2025, the Company had not yet commenced operations.

All activity for the period from March 27, 2025 (inception) through June 30, 2025 relates to the Company’s formation and the proposed initial public offering (“Initial Public Offering”), which is described below.

As of September 30, 2025, the Company had not yet commenced operations.

All activity for the period from March 27, 2025 (inception) through September 30, 2025 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and following the Initial Public Offering, seeking a target business to acquire.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

1 unchanged sentence

The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is McKinley Partners LLC (the “Sponsor”).

The registration statement for the Company’s Initial Public Offering was declared effective on August 11, 2025.

1 unchanged sentence

Each Public Unit consists of one Class A ordinary share (each, a “Public Share”) and one right to receive one-tenth (1/10th) of one Class A ordinary share upon the consummation of an initial Business Combination (each, a “Public Right”).

The Company’s underwriters fully exercised their over-allotment option to purchase an additional 2,250,000 Public Units at $ 10.00 per unit in full on August 15, 2025.

The over-allotment units were delivered to the underwriters in connection with the closing on August 19, 2025, generating an additional $ 22,500,000 of proceeds which were deposited into the Trust Account (defined below).

Simultaneously with the consummation of the Initial Public Offering, the Company consummated the sale of an aggregate of 465,000 private placement units (the “Private Placement Units”) to the Sponsor and the underwriters, at a price of $ 10.00 per unit, or $ 4,650,000 in the aggregate, in a private placement that closed simultaneously with the Initial Public Offering (Note 4).

5 unchanged sentences

There is no assurance that the Company will be able to successfully effect a Business Combination.

Upon the closing of the Initial Public Offering, $ 150,000,000 of the proceeds from the Initial Public Offering was deposited into the Trust Account (the “Trust Account”) and is invested only in U.S.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Upon the closing of the Initial Public Offering and exercise of the underwriters’ over-allotment option, $ 150,000,000 of the proceeds from the Initial Public Offering and $ 22,500,000 of the proceeds from the exercise of the underwriters’ over-allotment option were deposited into the Trust Account (the “Trust Account”), respectively, and is invested only in cash held in a demand deposit account, U.S.

government treasury obligations with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

15 unchanged sentences

and (iv) vote any founder shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The Company’s Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable (other than excise or similar taxes), provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

1 unchanged sentence

Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

Going Concern

As of June 30, 2025, the Company had no cash and a working capital deficit of $ 98,122 .

Going Concern and Liquidity

As of September 30, 2025, the Company had $ 1,883,395 cash and working capital of $ 1,841,061 .

Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of June 30, 2025, the Company does not have sufficient liquidity to meet its current obligations which is considered to be one year from the date of the issuance of the financial statements.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of September 30, 2025, the Company does not have sufficient liquidity to meet its current obligations which is considered to be one year from the date of the issuance of the financial statements.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

24 unchanged sentences

In response to tariffs, other countries have implemented retaliatory tariffs on U.S.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, and tariff on imports from foreign countries could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial Business Combination.

14 unchanged sentences

Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 1,883,395 cash and no cash equivalents as of September 30, 2025.

Cash Held in Trust Account

As of September 30, 2025, the assets held in the Trust Account, amounting to $ 173,451,679 , were held in cash.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Due From Related Party

The Company had a $ 30,478 receivable from the Sponsor as of September 30, 2025 (see Note 6).

The amount is expected to be repaid in full.

Deferred Offering Costs

The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are directly related to the Initial Public Offering.

FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the rights and then to the Class A ordinary shares.

Offering costs allocated to the Class A ordinary shares will be charged to temporary equity and offering costs allocated to the Public and Private Placement Rights will be charged to shareholder’s equity as Public and Private Placement Rights after management’s evaluation will be accounted for under equity treatment.

Should the Initial Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.

As of June 30, 2025, the Company had deferred offering costs of $ 59,701 .

The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99, “Other Assets and Deferred Costs – SEC Materials” and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs were $ 1,113,013 , consisting of $ 750,000 value of the Representative Shares (see Note 7) and $ 363,013 of legal and other expenses that were directly related to the Initial Public Offering and were charged to shareholders’ deficit upon the completion of the Initial Public Offering.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework.

ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date.

The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity.

Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Derivative Financial Instruments

3 unchanged sentences

The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the shares subject to redemption and will be accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the initial public offering.

On August 15, 2025, Clear Street formally notified the Company that they will exercise their over-allotment option to the full extent of 2,250,000 Units.

The Units were delivered to Clear Street in connection with the closing on August 19, 2025.

On August 15, 2025, the underwriters formally notified the Company that they will exercise their over-allotment option to the full extent of 2,250,000 Units.

The Units were delivered to the underwriters in connection with the closing on August 19, 2025.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

5 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of June 30, 2025 and April 9, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of September 30, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

1 unchanged sentence

As such, the Company’s tax provision was zero for the period presented.

Net Loss per Ordinary Share

Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 853,448 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6).

At June 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480).

Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) will be classified as temporary equity.

At all other times, ordinary shares will be classified as shareholders’ equity.

In accordance with ASC 480-10-S99, the Company classifies the Class A ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

Given that the 15,000,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., rights), the initial carrying value of Class A ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20.

If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize the changes immediately.

The initial accretion and subsequent remeasurements will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

Accordingly, as of September 30, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of September 30, 2025, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds from Initial Public Offering $ 150,000,000

Proceeds allocated to Public Rights ( 3,446,879 )

Proceeds allocated to over-allotment option liability ( 145,402 )

Offering costs allocated to Class A ordinary shares subject to possible redemption ( 6,941,246 )

Offering costs allocated to Public Rights ( 175,365 )

Underwriter exercise of over-allotment option 22,500,000

Accretion of Class A ordinary shares subject to possible redemption 11,660,571

Class A ordinary shares subject to possible redemption at September 30, 2025 $ 173,451,679

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of shares.

Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period.

Diluted net income per share attributable to ordinary shareholders adjusts the basic net income per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants.

However, because the warrants are anti-dilutive, they have been excluded from the calculation of diluted income per ordinary share for the periods presented.

For the period from

For the Three Months Ended March 27, 2025

(inception) through

September 30, 2025 September 30, 2025

ordinary shares Non-redeemable

ordinary shares Redeemable

ordinary shares Non-redeemable

ordinary shares

Basic net income per ordinary share

Allocation of net income $ 353,885 $ 248,542 $ 228,487 $ 310,519

Basic weighted average shares outstanding 9,040,761 6,349,527 4,424,202 6,012,571

Basic net income per ordinary share $ 0.04 $ 0.04 $ 0.05 $ 0.05

For the period from

For the Three Months Ended March 27, 2025

(inception) through

September 30, 2025 September 30, 2025

ordinary shares

Non-redeemable

ordinary shares Redeemable

ordinary shares Non-redeemable

ordinary shares

Diluted net income per ordinary share

Allocation of net income $ 343,733 $ 258,694 $ 214,932 $ 324,074

Diluted weighted average shares outstanding 9,040,761 6,804,081 4,424,202 6,670,816

Diluted net income per ordinary share $ 0.04 $ 0.04 $ 0.05 $ 0.05

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The Company accounts for the Public and Private Placement Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

22 unchanged sentences

Of the $ 4,650,000 purchase price, $ 500,000 has not yet been received and is included in the balance sheet as a subscription receivable, representative of the non-interest bearing, unsecured promissory note issued to the Sponsor (see Note 6).

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Non-managing Sponsor Investors

17 unchanged sentences

Since the Discount and interest in Bonus Shares are considered offering costs, the Company recorded the aggregate fair value of $ 904,606 into equity for the transaction at the closing of the Initial Public Offering.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Note 5 — Segment Information

6 unchanged sentences

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

Prepaid expenses $ 70,000

Deferred offering costs 59,701

September 30,

Cash $ 1,883,395

Cash held in Trust Account $ 173,451,679

Total Assets $ 175,514,414

For the Three Months Ended June 30, 2025 For the

Three Months Ended

September 30, 2025 For the

March 27, 2025

June 30, 2025

Formation, general and administrative expenses $ 54,820 $ 63,421

Net Loss $ ( 54,820 ) $ ( 63,421 )

The CODM reviews formation, general and administrative expenses to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period.

The CODM also reviews formation, general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Formation, general and administrative expenses, as reported on the statement of operations, are the significant segment information provided to the CODM on a regular basis.

September 30, 2025

Net loss from operations $ ( 349,252 ) $ ( 412,673 )

Interest income on Trust Account $ 951,679 $ 951,679

Net income $ 602,427 $ 539,006

The CODM reviews net loss from operations to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period.

The CODM also reviews net loss from operations to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

The CODM also reviews interest income on the Trust Account to review and forecast the amounts held in the Trust Account available to complete a business combination or similar transaction.

These items, as reported on the statement of operations, are the significant segment information provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures.

The CODM reviews the position of total assets available with the company to assess if the Company has sufficient resources available to discharge its liabilities.

The CODM is provided with details of cash and liquid resources available with the Company.

Additionally, the CODM regularly reviews the status of deferred costs incurred to assess if these are in line with the planned use of proceeds to be raised from the public offering.

The CODM reviews the position of cash available to the company to assess if the Company has sufficient resources available to discharge its liabilities.

The CODM also reviews the amount held in the Trust Account to review and forecast the amounts held in the Trust Account available to complete a business combination or similar transaction.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Note 6 — Related Party Transactions

1 unchanged sentence

On April 9, 2025, the Company issued an aggregate of 6,543,103 Class B ordinary shares, $ 0.0001 par value (the “Founder Shares”), in exchange for a $ 25,000 payment (approximately $ 0.004 per share) from the Sponsor to cover certain expenses on behalf of the Company.

Up to 853,448 of the founder shares are subject to complete or partial forfeiture by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised.

The sponsor transferred 200,000 founder shares to Clear Street in connection with the Initial Public Offering, for the amount of $ 0.004 per share.

Clear Street also has the right to receive up to 229,008 Class B ordinary shares if the Lookback Price is less than $ 1.25 .

Up to 853,448 of the founder shares were subject to complete or partial forfeiture by the Sponsor for no consideration had the underwriters’ over-allotment option not been exercised in full.

The sponsor transferred 200,000 founder shares to the underwriters in connection with the Initial Public Offering, for the amount of $ 0.004 per share.

the underwriters also have the right to receive up to 229,008 Class B ordinary shares if the Lookback Price is less than $ 1.25 .

The “Lookback Price” is equal to the volume-weighted average price of the Class A Ordinary Shares (or the securities into which such shares have converted) for a 30 -trading day period ending on the Release Date.

9 unchanged sentences

The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement with the Sponsor to pay an affiliate the Sponsor a total of up to $ 10,000 per month for office space and administrative and support service.

Payments commence on the effective date of the registration statement for the Initial Public Offering until the earlier of the Company’s consummation of an initial Business Combination or its liquidation.

For the three months ended September 30, 2025 and for the period from March 27, 2025 (inception) through September 30, 2025, the Company incurred $ 16,452 of fees under the administrative services agreement and has made payments of $ 6,000 , resulting in an accrual of $ 10,452 as of September 30, 2025.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Promissory Note — Related Party

2 unchanged sentences

This loan is non-interest bearing and payable on the earlier of December 31, 2025, or the date on which the Company consummates the Initial Public Offering.

As of June 30, 2025 and April 9, 2025, the Company has borrowed $ 121,210 and $ 45,000 , respectively, under the A&R Note.

As of the date of the Initial Public Offering, the Company had borrowed $ 154,522 under the A&R Note.

In connection with the consummation of the Initial Public Offering and private placement on August 13, 2025, $ 185,000 of proceeds were used to repay the A&R Note in full, resulting in an overpayment of $ 30,478 which is recorded on the balance sheet as a related party receivable.

Borrowings under the note are no longer available subsequent to the consummation of the Initial Public Offering.

Administrative Services Agreement

The Company entered into an agreement with the Sponsor to pay an affiliate the Sponsor a total of up to $ 10,000 per month for office space and administrative and support service.

Borrowings under the Note and A&R Note are no longer available subsequent to the consummation of the Initial Public Offering.

Private Placement Units Note

1 unchanged sentence

At the closing of an initial Business Combination, the Company will cancel the number of Private Placement Units proportional to the amount not drawn under the Private Placement Units Note and the Private Placement Units Note will be canceled.

The Private Placement Units Note was not yet issued and there are no amounts outstanding as of June 30, 2025.

The Private Placement Units Note was not yet issued and there are no amounts outstanding as of September 30, 2025.

Related Party Loans

3 unchanged sentences

If the Sponsor makes any Working Capital Loans, up to $ 1,500,000 of such loans may be convertible into private placement-equivalent units of the post-Business Combination entity at a price of $ 10.00 per unit (“Working Capital Units”), with each unit comprised of one Class A ordinary shares (“Working Capital Share”) and one right to receive one-tenth (1/10 th ) of one Class A ordinary share upon the consummation of an initial Business Combination.

As of June 30, 2025 and April 9, 2025, the Company had no borrowings under the Working Capital Loans.

As of September 30, 2025, the Company had no borrowings under the Working Capital Loans.

Note 7 — Commitments and Contingencies

8 unchanged sentences

The Units that would be issued in connection with the over-allotment option would be identical to the Units issued in the Initial Public Offering.

On August 15, 2025, Clear Street formally notified the Company that they will exercise their over-allotment option to the full extent of 2,250,000 Units at $ 10.00 per Unit, generating additional proceeds to the Company of $ 22,500,000 .

The Units were delivered to Clear Street in connection with the closing on August 19, 2025.

On August 15, 2025, the underwriters formally notified the Company that they will exercise their over-allotment option to the full extent of 2,250,000 Units at $ 10.00 per Unit, generating additional proceeds to the Company of $ 22,500,000 .

The Units were delivered to the underwriters in connection with the closing on August 19, 2025.

The $ 22,500,000 of proceeds was placed in the Trust Account.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The underwriters were paid a cash underwriting discount of $ 0.10 per Unit, or $ 1,500,000 in the aggregate, upon the closing of the Initial Public Offering.

2 unchanged sentences

Representative Shares

The Company issued 75,000 ordinary shares to Clear Street and/or its designees (the “Representative Shares”) at the consummation of the Initial Public Offering.

The Company issued 75,000 ordinary shares to the underwriters and/or its designees (the “Representative Shares”) at the consummation of the Initial Public Offering.

The Company accounts for the Representative Shares as an offering cost of the Initial Public Offering, resulting in a charge directly to shareholders’ equity.

Clear Street (and any of its designees to whom the Representative Shares are issued) agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of an initial Business Combination.

the underwriters (and any of its designees to whom the Representative Shares are issued) agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of an initial Business Combination.

In addition, the Representative Shares were deemed to be underwriting compensation by FINRA pursuant to FINRA Rule 5110 and will, accordingly, be subject to certain transfer restrictions or a period of 180 days beginning on the date of commencement of sales of the Units in the Initial Public Offering.

Furthermore, Clear Street agreed (and any of its designees to whom the Representative Shares are issued agreed) (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete an initial Business Combination within the Combination Period.

Note 8 — Shareholder’s Equity

Furthermore, the underwriters agreed (and any of its designees to whom the Representative Shares are issued agreed) (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete an initial Business Combination within the Combination Period.

Note 8 — Shareholders’ Deficit

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of June 30, 2025, there were no preference shares issued or outstanding.

As of September 30, 2025, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue a total of 239,000,000 Class A ordinary shares at par value of $ 0.0001 each.

At June 30, 2025, there were no shares of Class A ordinary shares issued or outstanding.

At September 30, 2025, there were 17,790,000 Class A ordinary shares issued and outstanding, including 17,250,000 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue a total of 10,000,000 Class B ordinary shares at par value of $ 0.0001 each.

1 unchanged sentence

The Founder Shares include an aggregate of up to 853,448 shares subject to complete or partial forfeiture if the over-allotment option is not exercised by the underwriters in full or in part, so that the initial shareholders will collectively own 20 % of the Company’s issued and outstanding ordinary shares after the Initial Proposed Offering.

As of June 30, 2025, there were 6,543,103 Class B ordinary shares issued and outstanding, including up to 853,448 Class B ordinary shares subject to forfeiture if the underwriters’ over-allotment option is not exercised in part or in full.

As of September 30, 2025, there were 6,543,103 Class B ordinary shares issued and outstanding.

The Founder Shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 % of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Except as set forth herein, holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders.

5 unchanged sentences

These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

Share Receivable

In connection with the Sponsor’s purchase of Private Placement Units in the private placement, a total of 50,000 units ($ 500,000 in the aggregate) were purchased by the Private Placement Units Note.

As there are no amounts outstanding under the Private Placement Units Note as of September 30, 2025, the Company has not yet received $500,000 of the proceeds and has recorded a share receivable on the balance sheet.

Except in cases where the Company is not the surviving Company in a business combination, each holder of a right will automatically receive one-tenth (1/10) of one Class A ordinary share upon consummation of the initial Business Combination, even if the holder of a public right redeemed all Class A ordinary shares held by it in connection with the initial Business Combination or an amendment to the amended and restated memorandum and articles of association with respect to the pre-business combination activities.

10 unchanged sentences

Accordingly, the rights may expire worthless.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Note 9 — Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

Recurring Fair Value Measurements

The following table presents information about the Company’s recurring fair value measurements as of September 30, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Level September 30,

Cash held in Trust Account 1 $ 173,451,679

Over-allotment option liability 3 $ —

The Company determined that the change in fair value of the over-allotment option liability from August 13, 2025, the date of the Company’s Initial Public Offering, to August 15, 2025, the date the underwriters’ over-allotment option was exercised in full, was de minimis.

The following table presents the change in fair value of Level 3 recurring fair value measurements:

Balance as of March 27, 2025 (inception) $ —

Change in fair value —

Balance as of March 31, 2025 —

Over-allotment option liability 149,000

Change in fair value —

Exercise of over-allotment option ( 149,000 )

Balance as of September 30, 2025 $ —

Non-recurring Fair Value Measurements

The following table presents information about the Company’s non-recurring fair value measurements on August 13, 2025 in connection with the consummation of the Company’s Initial Public Offering, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Level August 13,

Over-allotment option liability 3 $ 149,000

Fair value of Public Rights for Class A ordinary shares subject to possible redemption allocation 3 $ 3,446,879

Class B ordinary shares (per share) 3 $ 4.51

Non-managing sponsor interest in Bonus Shares 3 $ 51,725

Underwriter interest in Bonus Shares 3 $ 2,606

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The over-allotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheet.

The over-allotment liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of over-allotment liability in the statement of operations.

A Black-Scholes model was used to value the over-allotment option.

The Company estimates the volatility of its ordinary share based on historical volatility that matches the expected remaining life of the option.

The risk-free interest rate is based on the U.S.

Constant Maturity Treasury rates on the grant date for a maturity similar to the expected remaining life of the option.

The expected life of the option is assumed to be equivalent to their remaining contractual term.

The following is a summary of key inputs utilized:

Over-allotment

Unit price $ 9.98

Exercise price 10.00

Risk-free rate 4.36 %

Estimated volatility 3.63 %

Time to expiration 0.12

The Public Rights were valued using an iterative analysis based on market comparable.

The valuation was based on a peer group selection of comparable special purpose acquisition companies who were pre-business combination, included one right to redeem one-tenth of one Class A ordinary share as part of their units that were publicly trading, had consummated their initial public offerings within six months of the valuation date.

Utilizing this criteria a right price of $ 0.220 , reflective of the 75 th percentile peer group range, was selected.

An implied right price of $ 0.289 was determined through a backsolve approach, and after taking the weighted average of the two right prices determined the fair value of a Public Right was $ 0.241 .

The Bonus Shares were valued using a Monte Carlo simulation to estimate the fair value of the non-managing sponsor and underwriter interests in the Bonus Shares.

The simulation utilized a Geometric Brownian Motion, and on a risk-neutral basis, the price of Class A ordinary shares considering the contractual mechanisms for the Bonus Shares to be distributed.

Key inputs included a $ 9.74 value of the Company’s Class A ordinary shares, a risk-free interest rate based on the U.S.

Treasury yields for a term similar to the expected remaining life until the Lookback Date, and pre-business combination and post-business combination volatility based on precedent analysis.

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after June 30, 2025, the balance sheet date, up to the date the financial statements were available to be issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustments or disclosure in the financial statements, other than as disclosed below.

On August 13, 2025, the Company sold 15,000,000 Public Units at a purchase price of $ 10.00 per Public Unit, generating gross proceeds of $ 150,000,000 .

Transaction costs amounted to $ 7,262,013 , consisting of $ 1,500,000 cash underwriting fee, $ 4,500,000 of deferred underwriting fee, and $ 1,262,013 of other offering costs.

Simultaneously with the consummation of the Initial Public Offering, the Company consummated the sale of an aggregate of 465,000 Private Placement Units to the Sponsor and the underwriters, at a price of $ 10.00 per Private Placement Unit, or $ 4,650,000 in the aggregate

In connection with the Sponsor’s purchase of Private Placement Units in the private placement, a total of 50,000 Private Placement Units were purchased by a non-interest bearing, unsecured promissory note that was issued to the Sponsor simultaneously with the closing of the Initial Public Offering in the principal amount of $ 500,000 .

No amounts have been borrowed under the Private Placement Units Note.

As such, the Company has recorded a share receivable on the balance sheet as of August 13, 2025, the date the Company consummated the Initial Public Offering, related to the 50,000 Private Placement Units.

On August 15, 2025, Clear Street formally notified the Company that they will exercise their over-allotment option to the full extent of 2,250,000 Units, generating proceeds of $ 22,500,000 .

The Units were delivered to Clear Street in connection with the closing on August 19, 2025.

The Company evaluated subsequent events and transactions that occurred after September 30, 2025, the balance sheet date, up to the date the unaudited condensed financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustments or disclosure in the unaudited condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements