McKinley Acquisition Corp 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended December 31, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Management’s Report on Internal Controls Over Financial Reporting As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our Management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making these assessments, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on our assessments and those criteria, Management determined that we maintained effective internal control over financial reporting as of December 31, 2025. This Annual Report does not include an attestation report of our internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 34 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth information about our directors and executive officers. Name Age Position Adam Dooley 54 Chairman of the Board of Directors Peter Wright 49 Chief Executive Officer, Director Daphne Huang 55 Chief Financial Officer and Treasurer Saurabh Shah 59 Chief Operating Officer Jonathan Rosenzweig 56 Independent Director Tommaso Breschi 51 Independent Director Kevin Beard 51 Independent Director Adam Dooley — Chairman Mr. Dooley has served as our Chairman of the Board of Directors since May 1, 2025. Mr. Dooley is an accomplished financial services executive with nearly 30 years of experience in private equity, capital markets, and wealth management. His career spans senior leadership roles in both public and private companies, with a focus on transformation, investor alignment, and long-term value creation. Since January 2021, Mr. Dooley has served as the Founder, Chairman, and Chief Executive Officer of Belay International Corporation, a private equity firm that partners with experienced executives and institutional investors to identify and scale high-growth businesses. He is also the Founder and Managing Principal of Belay Associates, a dedicated SPAC sponsor platform focused on executing business combinations with companies poised for public market success. Since March 2025, he has also served as President of Waveland Capital Partners, the capital formation platform to Waveland Energy Partners. Prior to founding Belay, Mr. Dooley served as President of PREP Securities, a registered broker-dealer affiliated with a national real estate investment and development company, from December 2019 to December 2020. From February 2014 to December 2019, he was a Managing Director and Partner at CR Capital Group LLC, where he formed joint ventures with leading alternative investment firms to build capital formation platforms targeting the private wealth channel. Earlier in his career, Mr. Dooley held multiple senior roles at MetLife, Inc., including Managing Director and Head of Wealth Management for Europe, the Middle East, and Africa (EMEA) from 2008 to 2012, where he led operations across 12 countries, and Vice President and National Sales Manager for U.S. Individual Retirement Savings from 2012 to 2013. Prior to joining MetLife, Mr. Dooley led The Hartford’s United Kingdom business as Vice President and Country Manager, where he was responsible for expanding The Hartford’s international platform. Mr. Dooley began his financial career in the Fixed Income Trading Division at Salomon Smith Barney in 1994 and later transitioned to the firm’s Private Client Group as an Investment Advisor. Mr. Dooley holds a Bachelor of Science in Business Administration from the University of Southern California, where he studied at the Lloyd Greif Center for Entrepreneurial Studies, and an MBA from IMD Business School in Lausanne, Switzerland. At IMD, he was awarded the International Consulting Project Award for his strategic work with Swiss Life and Bain & Company on the European financial advisory sector. Mr. Dooley is also the author of The Pre-IPO Playbook , a guide for investors evaluating high-growth companies approaching public markets. We believe that Mr. Dooley’s prior SPAC experience and his experience in private equity, capital markets, and wealth management make him well qualified to serve as a member of our board of directors. 35 Peter Wright — Chief Executive Officer and Director Mr. Wright has served as our Chief Executive Officer since May 1, 2025 and as a member of our Board of Directors since March 27, 2025. Mr. Wright is a capital markets executive with deep experience advising SPACs, growth-stage companies, and institutional investors on public readiness, investor engagement, and transaction execution. Mr. Wright is the Founder and President of Intro-act, LLC, a capital markets advisory firm he established in 2017. Intro-act partners with investment banks and investor relations firms to support both private and public companies with peer benchmarking, investor targeting, and institutional messaging. The firm plays a key role in improving investor readiness — particularly for companies approaching or recently completing a business combination. Since 2020, Mr. Wright has also served as President of PartnerCap Securities, LLC, a registered broker-dealer. At PartnerCap, he established the firm’s research division and now focuses primarily on investment banking, with an emphasis on structured financings, PIPE transactions, and SPAC capital formation. Earlier in his career, Mr. Wright served as an Analyst and Portfolio Manager at AI Capital Management (2015 – 2017) and as Managing Director at Cantor Fitzgerald (2014 – 2015), where he managed institutional sales in Boston. Prior to that, he was Director of Research at Tradition (2010 – 2011), covering emerging technology. Mr. Wright began his career as an equity analyst with a focus on the semiconductor sector, first on the sell-side at CIBC World Markets (2001 – 2005), and later on the buy-side at Fidelity Investments (2005 – 2009). Mr. Wright holds a Bachelor’s degree from the Wharton School of Business at the University of Pennsylvania, where he concentrated in finance. We believe that Mr. Wright’s deep experience advising SPACs, growth-stage companies, and institutional investors on public readiness, investor engagement, and transaction execution make him well qualified to serve as a member of our board of directors. Daphne Huang — Chief Financial Officer and Treasurer Ms. Huang has served as our Chief Financial Officer and Treasurer since May 1, 2025. Ms. Huang has nearly 30 years of financial services and executive experience in public and private companies with strategic expertise in capital markets, growth and transformation. Ms. Huang serves as Chief Executive Officer and Chief Financial Officer of Dr Ashleys Ltd., a global pharmaceutical CDMO, since August 2025. Prior to that, Ms. Huang was managing director at Emil Capital Partners, a family office venture fund, a role she has held from March 2025 to August 2025. From July 2022 to August 2025, Ms. Huang served as Chief Financial Officer of Gorilla Technology Group, a NASDAQ traded global security AI company where she played instrumental role in global business expansion, SOX review and implementation, and capital markets strategy. Ms. Huang previously held Chief Financial Officer roles in technology and pharmaceutical industries including GoFor Industries Inc. (August 2021 to July 2022), Taro Pharmaceutical Industries Ltd. (April 2020 – August 2021), and Humanwell USA LLC/PuraCap International LLC, successfully managing global entities and driving strategic growth initiatives. Ms. Huang’s experience also includes leadership positions at HSBC Bank, GE Capital Markets, and PricewaterhouseCoopers, building up financial services expertise in a wide variety of industries. Ms. Huang holds an MBA in Finance/Management/International Business from NYU’s Leonard N. Stern School of Business and a BBA in Accounting from Baruch College. She is a New York State licensed Certified Public Accountant (inactive). Saurabh Shah — Chief Operating Officer Mr. Shah has extensive hands-on SPAC experience and has served as our Chief Operating Officer since May 1, 2025. He has served as Managing Director and Senior Counsel to Belay Associates, a dedicated SPAC sponsor platform focused on sourcing, structuring, and executing business combinations with high-growth companies since 2021. He is a senior securities attorney with deep expertise in financial transactions, investment management, and federal securities laws and regulations. Prior to joining Belay Associates, Mr. Shah served as Chief Compliance Officer and Regulatory Counsel at Hines, a global real estate investment firm, where he was responsible for firm-wide regulatory strategy and compliance oversight beginning in 2016. Mr. Shah previously served as a senior official at the U.S. Securities and Exchange Commission (SEC), where he was Special Counsel to Commissioner Troy Paredes and later Special Counsel to the Director of the Division of Investment Management. At the SEC, Mr. Shah advised on a wide range of enforcement, accounting, examination, and policymaking activities. He was directly involved in writing new rules regulating investment advisers under the Dodd-Frank Wall Street Reform and Consumer Protection Act and was the principal drafter of the SEC’s initial regulatory framework for robo-advisors. 36 Before government service, Mr. Shah held senior legal roles at Citigroup, where he advised on strategic acquisitions and the development and distribution of alternative investment products, and with Merrill Lynch, where he negotiated the structure, terms, documentation, and closing of numerous private capital investments in technology companies. Mr. Shah began his legal career in the corporate department of Davis Polk & Wardwell LLP in New York. His practice there focused on capital markets, mergers and acquisitions, and investment management transactions for both domestic and international clients. Mr. Shah earned his Juris Doctor (J.D.) from Harvard Law School, a Master’s degree in International Relations from the Fletcher School of Law and Diplomacy at Tufts University, and a Bachelor of Arts in Biology and Political Science from Rice University. Our Independent Directors Jonathan Rosenzweig — Director Jonathan Rosenzweig is a solutions-driven and results-oriented leader with strong analytical acumen, talent development expertise, and communication skills. Throughout his career of more than 30 years, he has analyzed and interacted with management teams at both public and private companies of varying sizes. He has forged relationships with a wide range of institutional investors as well, from venture capital to the largest hedge funds and asset managers. In his various capacities, he has helped companies, investors, and securities Analysts to evaluate and to position investment narratives/ideas. A leader of teams both large and small, Jonathan has a proven track record as an exceptional partner who collaborates constructively with colleagues across business lines, regions and functions. He brings keen strategic vision and the adeptness to deliver critical messages to staff, investors, board members, and other core constituents. Innovative process management, disciplined budgeting and expense management, rigorous modeling and forecasting, and an ability to motivate others have driven success in diverse roles and business conditions as well as in both entrepreneurial and large, complex corporate environments. Jonathan currently serves as a fractional CFO with 18 Somerset, a venture capital and consulting firm in the FinTech arena, and Open Exchange, a global leader in multimedia solutions for investor and other communications. In these roles he assists with several functions, such as cash and expense management, modeling and forecasting, evaluating software vendors, enhancing the efficiency of monthly closing processes, and more. He also serves as an independent consultant to Bloomberg Intelligence and is affiliated as a registered representative with First Dominion Capital Corporation, a broker dealer. From 2022-2024, Jonathan served as a Senior Partner on the Investment Team as well as the CFO at 18 Somerset. He managed the budget, financials, expense practices, and model for the firm as well as the accounting, tax, audit and other core vendor relationships. At the same time, he helped to identify compelling investment opportunities, write investment memos, forecast fundamentals, conduct valuation analyses, and support management teams in optimizing their investor narratives. From 2021-2023, Jonathan was the CFO of Home Plate Acquisition Corp, a Special Purpose Acquisition Company, which he helped to establish and to take public. He met with senior leaders from more than 90 private firms, largely in FinTech though across multiple industries, in pursuit of a final target. Jonathan’s responsibilities were broad, including raising capital; sourcing, analyzing, and valuing potential targets; managing expenses and cash flow; producing financial statements in conjunction with the company’s partners; communicating with investors and the Board; and collaborating regularly with underwriters, auditors, accountants, attorneys, insurance brokers, and others. From 1993-2020, Jonathan worked in Citigroup’s sell-side Equity Research Department, at first as a well-ranked securities Analyst following the Imaging sector. Jonathan spent his last 13 years at Citi as the Head of Americas Equity Research, during which all of the firm’s U.S. and Latin America Equity Research staff reported to him. In this role, he formulated and executed the Department’s strategy; recruited, developed, coached, and trained talent; oversaw performance for more than 175 employees; managed the budget as well as compensation; and fostered relationships with core institutional clients. 37 Jonathan currently serves as an investor and Strategic Partner to Aiera, an A.I. driven platform used by large financial institutions to power their equity research workflow, and as an Advisor to Stellar Fusion, which provides infrastructure for buy/sell-side analysts as well as corporates to develop and manage customizable financial models. He had served as a Senior Advisor to Eden Global Partners, an advisory and private equity firm founded by David Dwek, in 2022. Mr. Rosenzweig holds a BA in Economics from Duke University as well as an MBA from Duke University. We believe that Mr. Rosenzweig’s prior SPAC experience, his experience in venture capital and consulting, financial modeling and forecasting, and identifying investment opportunities, make him well qualified to serve as a member of our board of directors. Tommaso Breschi — Director Tommaso Breschi is a strategic, results-driven executive with deep experience in private equity, corporate development, and M&A advisory. Over the past 15+ years, he has led acquisitions, operational transformations, and growth initiatives across the U.S., Europe, and Asia-Pacific, supporting both institutional investors and portfolio companies in unlocking long-term value. From 2017 to 2024, Tommaso served as Global Head of Corporate Development at Sodali & Co., a leading global advisory firm specializing in shareholder services, corporate governance, sustainability, and strategic communications. At Sodali, he played a key role in positioning the company for a successful sale to TPG. Working closely with family office investors, he led the company’s M&A strategy, executing multiple cross-border acquisitions and expanding operations into the U.S., UK, and Australia. Following the TPG investment, he partnered with the sponsor team to double the size of the business through strategic acquisitions and operational scaling. Prior to Sodali, Tommaso co-founded MC Square Capital (2015 – 2017), a merchant bank and broker-dealer focused on advising family offices and mid-market companies on capital raising and M&A transactions. MC Square was formed as a spin-off of 1055 Partners, a boutique investment banking group that operated from 2013 to 2015 within MLV & Co., where Tommaso worked to deliver financial advisory services to institutional investors and family offices across sectors. Earlier in his career, Tommaso worked in private equity at Sciens Capital (2008 – 2013), where he evaluated investments across business services, industrials, and financial services, and supported portfolio companies with growth planning, performance improvement, and exit strategies. From 2006 to 2008, he worked at Lazard in the M&A group in New York, where he supported clients on mergers, acquisitions, and corporate finance transactions. He first joined as a Summer Associate before transitioning to a full-time role, gaining hands-on experience in cross-border deal execution and strategic advisory across multiple industries. Tommaso began his professional journey at Accenture, where he focused on post-merger integration for pharmaceutical companies, including work on the integrations of Pfizer — Warner Lambert and Pfizer — Pharmacia in Italy. A collaborative and hands-on leader, Tommaso works closely with management teams, board members, and investors to define strategy, manage performance, and enhance reporting and governance. He is adept at navigating both entrepreneurial and institutional environments and has supported companies in scaling operations, optimizing capital structures, and preparing for successful exits. Tommaso currently serves on the Board of Directors of Modjoul, an AI-driven safety and productivity platform, where he supports financial planning and strategic execution following a growth investment from Solaia Capital. Tommaso holds an MBA from the Kellogg School of Management, is a Chartered Financial Analyst (CFA®) charterholder, and earned a double Master’s degree in Engineering from the University of Florence (Environmental Engineering) and the Technical University of Denmark (Civil Engineering). We believe that Mr. Breschi’s experience in mergers and acquisitions, evaluating investments, post-merger integration, and financial planning and strategic execution, make him well qualified to serve as a member of our board of directors. 38 Kevin Beard — Director Kevin Beard is a seasoned executive in the wealth management industry, bringing over two decades of experience in independent broker-dealer (IBD) growth, acquisitions, and advisor recruitment. He currently serves as Chief Growth Officer and Founding Partner at Atria Wealth Solutions, a modern wealth management holding company he co-founded in 2017. At Atria, Mr. Beard is responsible for the firm’s overall growth and acquisition strategy, as well as financial professional recruitment. Under his leadership, Atria has expanded to support over 2,500 financial professionals and manage more than $100 billion in client assets. Prior to founding Atria, Mr. Beard served as Executive Vice President of Recruiting and Acquisition Strategy at AIG Advisor Group, where he developed the firm’s advisor recruiting strategy and led the comprehensive planning process for all acquisitions. He also held the position of Senior Vice President of Corporate Strategy at Royal Alliance Associates subsidiary of AIG Advisory Group and the largest IBD within the AIG Network. Earlier in his career, Mr. Beard was Regional Director at Rehmann and co-founded two firms: Innovative Advanced Resources, a specialized high-net-worth investment distribution and business advisory firm, and Beard Management Inc., a wealth management consulting firm. At Innovative resources, Mr. Beard was instrumental in assisting and developing some of the top accounting firms entrée into wealth management. Mr. Beard is actively involved in industry and philanthropic initiatives. He serves as Northeast Ohio Corporate Chair for the Arthritis Foundation, Secretary for the Financial Services Institute (FSI) Marketing Council, and is a member of the Diversity and Inclusion Committee for the Bank Insurance & Securities Association (BISA). In recognition of his leadership, he was named to Investment News Hot List 2023 and received the Wealth Solutions Report Pathfinder Award as one of the top Black leaders in wealth management. Mr. Beard holds a Bachelor of Arts in Finance from Kent State University. We believe that Mr. Beard’s experience in acquisition strategy, comprehensive planning processes for acquisitions, investment distribution and business advisory work, make him well qualified to serve as a member of our board of directors. Number and Terms of Office of Officers and Directors Our board of directors consists of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our public shares will not be entitled to vote on such matters during such time. These provisions of our amended and restated memorandum and articles of association relating to these rights of holders of Class B ordinary shares may be amended 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 our initial business combination, two-thirds) of the votes cast by holders of ordinary shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, voting together as a single class. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which consists of Mr. Rosenzweig will expire at our first annual general meeting. The term of office of the second class of directors, which consists of Messrs. Beard and Breschi will expire at the second annual general meeting. The term of office of the third class of directors, which consists of Mr. Dooley, will expire at the third annual general meeting. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. 39 Related Party Considerations and Conflict Management We are not precluded from pursuing a business combination with a company affiliated with our sponsor, officers or directors. In such cases, we will ensure that the transaction is conducted on an arm’s-length basis and in accordance with applicable governance protocols. Specifically, we, or a committee of our independent directors, will obtain a fairness opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or from another qualified independent valuation firm, stating that the proposed transaction is fair to our shareholders from a financial point of view. Members of our management team, including our officers and directors, will directly or indirectly hold securities in our company following our IPO and therefore may have a financial interest in the successful completion of our initial business combination. These interests may present actual or perceived conflicts of interest in evaluating potential targets, especially in cases where management retention, sponsor economics, or future compensation may be subject to negotiation with the target company. At this time, we have not selected or initiated discussions with any specific business combination target, and neither our officers, directors, sponsor, nor any party acting on our behalf has conducted substantive outreach or negotiations with any prospective target business. Fiduciary Duties and Other Obligations Each of our officers and directors, may, and likely do, have pre-existing fiduciary or contractual obligations to other investment vehicles or business enterprises. Under our amended and restated memorandum and articles of association, these individuals are permitted to present business combination opportunities to such other entities unless the opportunity is expressly presented to them solely in their capacity as an officer or director of our company and we are capable of pursuing such opportunity on commercially reasonable terms. We thereby expressly renounce any interest in business opportunities offered to our officers and directors outside of their role with our company. Other SPAC Involvement and Time Commitment Our sponsor, officers and directors, may, from time to time, be involved in sponsoring, forming, or participating in other blank check companies or investment entities during the period in which we are pursuing our initial business combination. While this may give rise to overlapping investment mandates, we do not believe this will materially impair our ability to identify or consummate a transaction. Our management team is not required to devote their full time to our business and may have competing demands on their time and attention, which we recognize as a potential source of conflict. Nonetheless, we believe the strength of our sponsor group, our access to deal flow, and the breadth of our strategic network position us to execute a high-quality transaction within the timeframe prescribed. Director Independence Nasdaq rules require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We have three “independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of our IPO. Our board of directors has determined that Messrs. Rosenzweig, Breschi and Beard are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. However, we are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from amounts held outside the trust account: ● Repayment of up to an aggregate of $185,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; ● Payment to our sponsor for technology, software, computer systems, administrative support, secretarial services and infrastructure in the amount of $10,000 per month; 40 ● Payment of consulting, success or finder fees to our independent directors, advisors, or their respective affiliates in connection with the consummation of our initial business combination; ● We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and ● Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Our board of directors has established two standing committees: an audit committee and a compensation committee. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that was approved by our board and has the composition and responsibilities described below. Audit Committee Our board of directors has established an audit committee of the board of directors. Messrs. Beard, Breschi and Rosenzweig serve as the members of our audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Messrs. Beard, Breschi and Rosenzweig are each independent. Mr. Breschi serves as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Breschi qualifies as an “audit committee financial expert” as defined in applicable SEC rules. 41 We have adopted an audit committee charter, which details the principal functions of the audit committee, including: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee Our board of directors has established a compensation committee of our board of directors. The members of our compensation committee are be Messrs. Breschi, Beard and Rosenzweig. Mr. Beard serves serve as chair of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Messrs. Breschi, Beard and Rosenzweig are each independent. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation; ● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; 42 ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Messrs. Beard, Breschi and Rosenzweig. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. Clawback Policy We have adopted a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act. Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. You will be able to review this document by accessing our public filings at the SEC’s website at www.sec.gov . In addition, a copy of the Code of Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver in a Current Report on Form 8-K filed with the SEC or on our website, if we establish one, and keep such information on the website for at least 12 months. The information included on our website is not incorporated by reference into this Form S-1 or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. 43 Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provides that our officers and directors will be indemnified by us to the fullest extent permitted by law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner. 44 ITEM 11. EXECUTIVE COMPENSATION Executive Officers and Director Compensation None of our officers has received any cash compensation for services rendered to us. Other than as set forth in the prospectus, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers, directors or any affiliate of our sponsor, officers or directors, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). Our officers and directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. We do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, in the past year has served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors. 45 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information, as of February 27, 2026, with respect to the beneficial ownership of our voting securities by (i) each person who is known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares, (ii) each of our officers and directors, and (iii) all of our officers and directors as a group. The following table does not reflect record of beneficial ownership of any ordinary shares issuable upon conversion of the rights as the rights are not exercisable within 60 days. Name and Address of Beneficial Owner (1) Number of Class A Ordinary Shares Beneficially Owned Approximate Percentage of Outstanding Class A Ordinary Shares Number of Class B Ordinary Shares Beneficially Owned (2) Approximate Percentage of Outstanding Class B Ordinary Shares McKinley Partners LLC 420,000 (3)(4)(5) 2.36 % 6,343,103 96.90 % Adam Dooley — — — — Peter Wright 420,000 (3) 2.36 % 6,343,103 96.90 % Daphne Huang — — — — Saurabh Shah — — — — Jonathan Rosenzweig — — — — Tommaso Breschi — — — — Kevin Beard — — — — All officers and directors as a group (7 persons 420,000 2.36 % 6,343,103 96.90 % 5% holders of MKLY — — Linden Capital L.P. (6) 1,445,000 8.12 % — — AQR Capital Management, LLC (7) 950,571 5.34 % — — LMR Partners LLP (8) 1,000,000 5.62 % — — Verition Fund Management LLC (9) 1,100,000 6.18 % — — Karpus Management, Inc. (10) 1,226,785 6.89 % — — (1) Unless otherwise noted, the business address of each of the following is c/o McKinley Acquisition Corporation,75 Second Ave., Suite 605, Needham, MA 02494. (2) Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment, as described in the section entitled “ Description of Securities .” (3) McKinley Partners LLC, our sponsor, is the record holder of such shares. Peter Wright is the member of McKinley Partners LLC and holds voting and investment discretion with respect to the ordinary shares held of record by the sponsor. Mr. Wright disclaims any beneficial ownership of the securities held by the sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. (4) The non-managing sponsor investors purchased through the sponsor, an aggregate of 327,500 of the 420,000 private placement units purchased by our sponsor at a price of $10.00 per unit ($3,275,000 in the aggregate); the sponsor issued membership interests at a nominal purchase price ($0.004) to the non-managing sponsor investors at the closing of our IPO reflecting interests in an aggregate of 5,620,000 founder shares held by sponsor. The non-managing sponsor investors are not granted any shareholder or other rights, and are only issued membership interests in the sponsor, with no right to control the sponsor or vote or dispose of any securities held by the sponsor, including the founder shares held by the sponsor. 46 (5) The sponsor has transferred to Clear Street, and Clear Street has agreed to purchase from the sponsor 200,000 Class B ordinary shares, for the amount of $0.004 per share, upon the consummation of our IPO. Clear Street has agreed not to transfer, assign or sell any such ordinary shares until the completion of our initial business combination. Pursuant to such agreement, 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. 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. The “Release Date” is the date that is the later of (i) the date that all contractual lock-ups on the founder shares have expired, and (ii) the date on which a resale registration statement relating to the founder shares (or proceeds thereof) has been declared effective by the SEC. (6) Pursuant to a Schedule 13G filed on August 18, 2025. The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”): i)Linden Capital L.P., a Bermuda limited partnership (“Linden Capital”); ii) Linden GP LLC, a Delaware limited liability company (“Linden GP”); iii) Linden Advisors LP, a Delaware limited partnership (“Linden Advisors”); and iv) Siu Min (Joe) Wong (“Mr. Wong”). The Statement relates to Class A ordinary shares, par value $0.0001 per share (the “Shares”) of McKinley Acquisition Corporation (the “Issuer”) held for the account of Linden Capital. Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the Shares held by Linden Capital. (7) Pursuant to a Schedule 13G filed on November 13, 2025. The statement is filed on behalf of the reporting persons: AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC. The address of the reporting person is One Greenwich Plaza, Suite 130, Greenwich, Connecticut 06830. (8) Pursuant to a Schedule 13G filed on November 14, 2025. The statement is followed on behalf of the reporting persons: (i) LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited (collectively, the “LMR Investment Managers”), which serve as the investment managers to certain funds with respect to the Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), held by certain funds; and ii) Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by certain funds. The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom. (9) Pursuant to a Schedule 13G filed on November 14, 2025. The Statement is filed on behalf of each of the following persons: Verition Fund Management LLC and Nicholas Maounis (collectively, the “Reporting Persons”). This Statement relates to Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”) underlying units (“Units”) held for the account of Verition Multi-Strategy Master Fund Ltd. Each Unit consists of one Class A Ordinary Share and one right (each a “Unit Right”) entitling the holder to receive one-tenth of one Class A Ordinary Share upon the consummation of the Issuer’s initial business combination. Verition Fund Management LLC serves as the investment manager to Verition Multi-Strategy Master Fund Ltd. Mr. Nicholas Maounis is the managing member of Verition Fund Management LLC. In such capacities, each of the Reporting Persons may be deemed to have voting and dispositive power over the securities held for Verition Multi-Strategy Master Fund Ltd. The principal business office of each of the Reporting Persons is One American Lane, Greenwich, CT 06831. (10) Pursuant to a Schedule 13G filed on February 13, 2026. The statement is being filed by Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus” or the “Reporting Person”). Karpus is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. Karpus is controlled by City of London Investment Group plc (“CLIG”), which is listed on the London Stock Exchange. However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG. The address of the reporting person is 183 Sully’s Trail, Pittsford, New York 14534. 47 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Founder Shares 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 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. The “Release Date” is the date that is the later of (i) the date that all contractual lock-ups on the founder shares have expired, and (ii) the date on which a resale registration statement relating to the founder shares (or proceeds thereof) has been declared effective by the SEC. These ordinary shares will be deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days from the date of the commencement of sales in the Initial Public Offering pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days from the commencement of sales of the Initial Public Offering except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the Public Shares issuable upon conversion thereof. The Founder Shares are identical to the Public Shares included in the Units being sold in the Initial Public Offering except that the Founder Shares automatically convert into Public Shares at the time of the initial Business Combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the initial Business Combination, as may be determined by the directors of the Company) or earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below. The Sponsor will not be entitled to redemption rights with respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the initial Business Combination. If the initial Business Combination is not completed within 18 months from the closing of the Initial Public Offering, the Sponsor will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by it. 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 technology, software, computer systems, administrative support, secretarial services and infrastructure fee. 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 period from March 27, 2025 (inception) through December 31, 2025, the Company incurred $46,452 of fees under the administrative services agreement, has made payments of $24,000, and applied $22,452 of the due from related party balance against unpaid amounts, resulting in an administrative services agreement payable of $0 as of December 31, 2025. 48 Promissory Note — Related Party On March 27, 2025, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $125,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Company amended and restated the Note to increase the principal sum to $185,000 (the “A&R Note”). 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 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 on August 13, 2025. The overpayment is accounted for as a prepayment for the administrative services agreement of which $22,452 has been applied for the period from March 27, 2025 (inception) through December 31, 2025, resulting in a remaining prepayment of $8,026 as of December 31, 2025 recorded in due from related party. 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 In connection with the Sponsor’s purchase of Private Placement Units in the private placement, a total of 50,000 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 (the “Private Placement Units Note”), which the Company may draw down at any time and from time to time in its sole discretion. 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 December 31, 2025. Related Party Loans In addition, in order to finance transaction costs in connection with its initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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 December 31, 2025, the Company had no borrowings under the Working Capital Loans. 49 Policy for Approval of Related Party Transactions The audit committee of our board of directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy includes: (i) our directors, nominees for director or officers or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) if the related party is a director or an immediate family member of a director, the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy does not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from working capital: ● Repayment of up to an aggregate of $185,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; ● Payment to our sponsor for technology, software, computer systems, administrative support, secretarial services and infrastructure in the amount of $10,000 per month; ● Payment of consulting, success or finder fees to our independent directors, advisors, or their respective affiliates in connection with the consummation of our initial business combination; ● We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and ● Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans 50 Director Independence Nasdaq rules require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We have three “independent directors” as defined in Nasdaq rules and applicable SEC. Our board of directors has determined that Messrs. Rosenzweig, Breschi and Beard are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Item 14 . Principal Accountant Fees and Services. The engagement of CBIZ CPAs P.C. (“CBIZ”) was approved by the Audit Committee of the Company’s Board of Directors. During the period from March 27, 2025 (inception) through December 31, 2025, CBIZ has acted as our principal independent registered public accounting firm. The following is a summary of fees paid or to be paid to both firms for services rendered. (1) Audit Fees . Audit fees consist of fees billed for professional services rendered by our independent registered public accounting firm for the audit of our annual financial statements and review of financial statements included in our Quarterly Reports on Form 10-Q or services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements. The aggregate fees billed by CBIZ for Audit Fees for the year ended December 31, 2025 totaled $150,353. (2) Audit-Related Fees . Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. We did not pay CBIZ any Audit-Related Fees for the year ended December 31, 2025. (3) Tax Fees . Tax fees consist of fees billed for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice, and tax planning. We did not pay CBIZ any Tax Fees for the year ended December 31, 2025. (4) All Other Fees . All other fees consist of fees billed for all other services. We did not pay CBIZ any Other Fees for the year ended December 31, 2025. 51 PART IV Item 15 . Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements: Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 199) F-2 Financial Statements: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the period from March 27, 2025 (inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the period from March 27, 2025 (inception) through December 31, 2025 F-5 Statements of Cash Flows for the period from March 27, 2025 (inception) through December 31, 2025 F-6 Notes to the Financial Statements F-7 (2) Financial Statement Schedules: All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov 52 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). 4.2* Description of Securities 4.3 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed on July 25, 2025) 4.4 Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A filed on July 25, 2025) 4.5 Specimen Right Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A filed on July 25, 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). 14 Form of Code of Ethics (incorporated by reference to Exhibit 14.1 to the Registration Statement on Form S-1/A filed on July 25, 2025) 21* List of Subsidiaries 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 and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1* Clawback Policy 99.1 Form of Audit Committee Charter (incorporate by reference to Exhibit 99.1 to the Registration Statement on Form S-1/A filed on July 25, 2025) 99.2 Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1/A filed on July 25, 2025) 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. ITEM 16. FORM 10-K SUMMARY Not applicable. 53 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MCKINLEY ACQUISITION CORPORATION Dated: February 27, 2026 By: /s/ Peter Wright Name: Peter Wright Title: Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Peter Wright Chief Executive Officer and Director February 27, 2026 Peter Wright (Principal Executive Officer) /s/ Daphne Huang Chief Financial Officer February 27, 2026 Daphne Huang (Principal Accounting and Financial Officer) /s/ Adam Dooley Chairman February 27, 2026 Adam Dooley /s/ Jonathan Rosenzweig Director February 27, 2026 Jonathan Rosenzweig /s/ Tommaso Breschi Director February 27, 2026 Tommaso Breschi /s/ Kevin Beard Director February 27, 2026 Kevin Beard 54 MCKINLEY ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 199 ) F-2 Financial Statements: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the period from March 27, 2025 (inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the period from March 27, 2025 (inception) through December 31, 2025 F-5 Statements of Cash Flows for the period from March 27, 2025 (inception) through December 31, 2025 F-6 Notes to the Financial Statements F-7 F- 1 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of McKinley Acquisition Corporation Opinion on the Financial Statements We have audited the accompanying balance sheet of McKinley Acquisition Corporation (the “Company”) as of December 31, 2025, the related statements of operations, shareholders’ deficit and cash flows for the period from March 27, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from March 27, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph – Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of effecting merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses within eighteen months from the closing date of its initial public offering or by such later time as the shareholders of the Company may approve by special resolution. The Company lacks the capital resources that are needed to fund its operations for a reasonable period of time, which is generally considered to be one year from the issuance date of the financial statements. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ CBIZ CPAs P.C. CBIZ CPAs P.C. We have served as the Company’s auditor since 2025. New York, NY February 27, 2026 F- 2 MCKINLEY ACQUISITION CORPORATION BALANCE SHEET DECEMBER 31, 2025 Assets: Current assets: Cash $ 1,663,042 Prepaid expenses – current 72,000 Due from related party 8,026 Total current assets 1,743,068 Non-current assets: Cash held in Trust Account 175,137,749 Prepaid expenses – non-current 41,240 Total non-current assets 175,178,989 Total Assets $ 176,922,057 Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit: Current liabilities: Accounts payable $ 12,350 Accrued expenses 75,000 Total current liabilities 87,350 Non-current liabilities: Deferred underwriting commissions 4,500,000 Total non-current liabilities 4,500,000 Total Liabilities 4,587,350 Commitments and Contingencies (Note 7) Class A ordinary shares subject to redemption, $ 0.0001 par value; 17,250,000 shares issued and outstanding at redemption value of $ 10.15 per share 175,137,749 Shareholders’ Deficit Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding — Class A ordinary shares, $ 0.0001 par value; 239,000,000 shares authorized; 551,250 shares issued and outstanding (excluding 17,250,000 shares subject to redemption) 56 Class B ordinary shares, $ 0.0001 par value; 10,000,000 shares authorized; 6,543,103 shares issued and outstanding 654 Subscription note receivable ( 500,000 ) Additional paid-in capital — Accumulated deficit ( 2,303,752 ) Total Shareholders’ Deficit ( 2,803,042 ) Total Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit $ 176,922,057 The accompanying notes are an integral part of these financial statements. F- 3 MCKINLEY ACQUISITION CORPORATION STATEMENT OF OPERATIONS For the Period From March 27, 2025 (Inception) Through December 31, 2025 Loss from operations: Formation, general and administrative expenses $ 551,852 Listing fees 35,417 Insurance expense 26,260 Subscription expense 1,500 Net loss from operations ( 615,029 ) Other income: Interest income on Trust Account 2,637,749 Net other income 2,637,749 Net income $ 2,022,720 Basic weighted average Class A ordinary shares subject to redemption outstanding 8,638,393 Basic net income per Class A ordinary shares subject to redemption $ 0.13 Basic weighted average Class A & Class B ordinary shares not subject to redemption outstanding 6,358,978 Basic net income per Class A & Class B ordinary shares not subject to redemption $ 0.13 Diluted weighted average Class A ordinary shares subject to redemption outstanding 8,638,393 Diluted net income per Class A ordinary shares subject to redemption $ 0.13 Diluted weighted average Class A & Class B ordinary shares not subject to redemption outstanding 6,800,942 Diluted net income per Class A & Class B ordinary shares not subject to redemption $ 0.13 The accompanying notes are an integral part of these financial statements. F- 4 MCKINLEY ACQUISITION CORPORATION STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE PERIOD FROM MARCH 27, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Class A ordinary shares Class B ordinary shares Subscription Note Additional Paid-In Accumulated Total Shareholders’ Shares Amount Shares Amount Receivable Capital Deficit Deficit Balance as of March 27, 2025 (inception) — $ — — $ — $ — $ — $ — $ — Issuance of Class B ordinary shares to Sponsor — — 6,543,103 654 — 24,346 — 25,000 Proceeds from sale of Public Units allocated to Rights — — — — — 3,622,244 — 3,622,244 Allocated value of transaction costs to Rights — — — — — ( 175,365 ) — ( 175,365 ) Sale of Private Placement Units, net of subscription note receivable 465,000 47 — — ( 500,000 ) 4,649,953 — 4,150,000 Sponsor’s transfer of non-managing membership interests to investors — — — — — 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 non-redeemable shares to underwriter as compensation 86,250 9 — — — 749,991 — 750,000 Exercise of over-allotment option — — — — — 149,000 — 149,000 Proceeds from over-allotment option allocated to the Rights — — — — — 543,337 — 543,337 Remeasurement of Class A ordinary shares to redemption value — — — — — ( 9,563,506 ) ( 4,326,472 ) ( 13,889,978 ) Net income — — — — — — 2,022,720 2,022,720 Balance as of December 31, 2025 551,250 $ 56 6,543,103 $ 654 $ ( 500,000 ) $ — $ ( 2,303,752 ) $ ( 2,803,042 ) The accompanying notes are an integral part of these financial statements. F- 5 MCKINLEY ACQUISITION CORPORATION STATEMENT OF CASH FLOWS FOR THE PERIOD FROM MARCH 27, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Cash Flows from Operating Activities: Net income $ 2,022,720 Adjustments to reconcile net income to net cash used in operating activities: Interest income on Trust Account ( 2,637,749 ) Changes in operating assets and liabilities: Prepaid expenses ( 113,240 ) Due from related party ( 8,026 ) Accounts payable 12,350 Accrued expenses 75,000 Net cash used in operating activities ( 648,945 ) 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, net of subscription note receivable 4,150,000 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 ( 154,522 ) Payment of offering costs ( 288,013 ) Net cash provided by financing activities 174,811,987 Net change in cash 1,663,042 Cash – beginning of period — Cash – end of period $ 1,663,042 Supplemental disclosure of non-cash investing and financing activities: Remeasurement of Class A ordinary shares to redemption value $ 13,889,978 Sponsor’s transfer of non-managing membership interests to investors $ 12,765,331 The accompanying notes are an integral part of these financial statements. F- 6 MCKINLEY ACQUISITION CORPORATION NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 1 — Organization and Business Operations McKinley Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on March 27, 2025 . The Company was incorporated for the purpose of effecting merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). 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. As of December 31, 2025, the Company had not yet commenced operations. All activity for the period from March 27, 2025 (inception) through December 31, 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. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. 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. On August 13, 2025, the Company consummated the Initial Public Offering of 15,000,000 units at $ 10.00 per unit (the “Public Units”), generating proceeds of $ 150,000,000 . 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). Each Private Placement Unit consists of one Class A ordinary share (each, a “Private Placement Share”) and right to receive one-tenth (1/10) of a Class A ordinary share upon the consummation of an initial Business Combination (each, a “Private Placement Right”). 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). 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. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of contingent, deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. F- 7 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. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 18 months from the closing of the Initial Public Offering or by such later time as the shareholders of the Company may approve by special resolution (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable (other than excise or similar taxes)), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be $ 10.00 per public share. The ordinary shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable (other than excise or similar taxes) and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The Sponsor, officers and directors entered into a letter agreement with the Company, pursuant to which they agreed to (i) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; 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. F- 8 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”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Going Concern and Liquidity As of December 31, 2025, the Company had $ 1,663,042 of cash and working capital of $ 1,655,718 . 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 ASC 205-40, Going Concern Considerations, as of December 31, 2025, the Company does not have sufficient liquidity to meet its obligations for a reasonable period of time 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. Management plans to address this uncertainty by completing an initial Business Combination. However, there is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Furthermore, changes to policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. For example, during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico. On February 1, 2025, the U.S. imposed a 25 % tariff on imports from Canada and Mexico, which were subsequently suspended for a period of one month, and a 10 % additional tariff on imports from China. More recently on April 2, 2025, President Trump signed an executive order imposing a minimum 10 percent baseline tariff on all U.S. imports, with higher tariffs applied to imports from 57 specific countries. The baseline tariff rate became effective on April 5, while tariffs on imports from the 57 targeted nations, ranging from 11 to 50 percent, took effect on April 9. On the same day, President Trump announced a 90-day ‘pause’ on reciprocal tariffs for all but China, which continues to face tariffs as high as 145 %. Historically, tariffs have led to increased trade and political tensions, between not only the U.S. and China, but also between the U.S. and other countries in the international community. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods. F- 9 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 % excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom shares are repurchased. The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act”, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. F- 10 Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 $ 1,663,042 cash and no cash equivalents as of December 31, 2025. Cash Held in Trust Account As of December 31, 2025, the assets held in the Trust Account, amounting to $ 175,137,749 , were held in in a demand deposit account. 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 $ 8,026 receivable from the Sponsor as of December 31, 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, “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; F- 11 ● 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; and ● 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 The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. 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, 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. Income Taxes 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. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 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. In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction. ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company has assessed the impact of ASU 2023-09 and determined there is no material impact on its financial position, results of operations or cash flows. F- 12 On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBA”). ASC 740, “Income Taxes”, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted. The Company evaluated the impact of the new law and determined none of the tax provisions are expected to have a significant impact on the Company’s financial statements. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Class A Ordinary Shares Subject to Redemption The Company accounts for its Class A ordinary shares subject to 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 17,250,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering and in connection with the full exercise of the underwriters’ over-allotment option 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 December 31, 2025, Class A ordinary shares subject to redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. As of December 31, 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 Less: Proceeds allocated to Public Rights ( 3,622,244 ) Proceeds allocated to over-allotment option liability ( 145,402 ) Offering costs allocated to Class A ordinary shares subject to redemption ( 6,941,246 ) Plus: Accretion of Class A ordinary shares subject to redemption 10,708,892 Class A ordinary shares subject to redemption at August 13, 2025 150,000,000 Gross proceeds from exercise of over-allotment option 22,500,000 Less: Proceeds allocated to Public Rights ( 543,337 ) Plus: Accretion of Class A ordinary shares subject to redemption 3,181,086 Class A ordinary shares subject to redemption at December 31, 2025 175,137,749 F- 13 Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The Company has two categories of shares for the purposes of calculating net income per ordinary share, which include redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares. Income is allocated pro rata between the two categories of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the 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 March 27, 2025 (inception) through December 31, 2025 Redeemable Class A ordinary shares Non-redeemable Class A & Class B ordinary shares Basic net income per ordinary share Numerator: Allocation of net income $ 1,165,074 $ 857,646 Denominator: Basic weighted average shares outstanding 8,638,393 6,358,978 Basic net income per ordinary share $ 0.13 $ 0.13 For the period from March 27, 2025 (inception) through December 31, 2025 Redeemable Class A ordinary shares Non-redeemable Class A & Class B ordinary shares Diluted net income per ordinary share Numerator: Allocation of net income $ 1,131,723 $ 890,997 Denominator: Diluted weighted average shares outstanding 8,638,393 6,800,942 Diluted net income per ordinary share $ 0.13 $ 0.13 Share Rights 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”. Accordingly, the Company evaluated and classified the rights under equity treatment at its fair value at the closing of the Initial Public Offering. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. F- 14 Note 3 — Initial Public Offering On August 13, 2025, the Company sold 15,000,000 Public Units at a purchase price of $ 10.00 per Public Unit. Each Public Unit that the Company is offering has a price of $ 10.00 and consists of one Class A ordinary share and right to receive one-tenth (1/10) of a Class A ordinary share upon the consummation of an initial Business Combination. Each ten rights entitle the holder thereof to receive one Class A ordinary share at the closing of an initial Business Combination. The Company will not issue fractional Class A ordinary shares. As a result, holders must hold rights in multiples of ten in order to receive shares for all of their rights upon closing of an initial Business Combination. 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 Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor and the underwriters purchased an aggregate of 465,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit, or $ 4,650,000 in the aggregate in a private placement. Each Private Placement Unit consists of one Private Placement Share and one Private Placement Right. 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). Non-managing Sponsor Investors Select institutional investors (none of which are affiliated with any member of our management, our sponsor or any other investor), which are referred to as the “non-managing sponsor investors”, have indirectly purchased, through the purchase of non-managing sponsor membership interests, an aggregate of 327,500 of the 420,000 Private Placement Units that were purchased by the Sponsor at a price of $ 10.00 per unit ($ 3,275,000 in the aggregate) in a private placement that closed simultaneously with the closing of the Initial Public Offering. The Sponsor issued membership interests at a nominal purchase price ($ 0.004 ) to the non-managing sponsor investors, reflecting interests in an aggregate of 2,620,000 founder shares held by the Sponsor as a result of the non-managing sponsor investors purchase of Private Placement Units. Additionally, the Sponsor issued membership interests to the non-managing sponsor investors reflecting interests in bonus shares, which provide for an additional distribution of founder shares from the Sponsor to the non-managing sponsor members in the event the variable-weighted average price of Class A ordinary shares is less than $ 1.25 per share for the 30 -trading day period ending on the date that is later than (i) the day that all contractual lock-ups on the founder shares have expired, and (ii) the date on which a resale registration statement relating to the founder shares (or proceeds thereof) has been declared effective by the SEC (the “Lookback Date”) (the “Bonus Shares”). The agreement with the non-managing investors was entered into directly with the Sponsor and makes reference to the Private Placement Units and founder shares of the Company. The interests and Private Placement Units associated in the agreement are supported on one-for-one basis with the Company’s underlying Private Placement Units and founder shares. The fact that the Sponsor provided the non-managing members with interests in founder shares and Bonus Shares for their participation in the private placement is a benefit to the Company and falls under SAB Topic 5A and 5T. As such, the Company obtained valuations for the founder shares and the non-managing sponsors interests in Bonus Shares as of the date of the Initial Public Offering to account for the charge of such transfer of interests to the non-managing members. As of the close of the Initial Public Offering on August 13, 2025, the fair value of the founder shares was $ 4.51 per share, or $ 11,809,000 in the aggregate, and the fair value of the non-managing sponsor interests in Bonus Shares was $ 51,725 . Since the cost of these interest allocations to the non-managing members are considered offering costs, the Company recorded the aggregate fair value of $ 11,860,725 into equity for the non-managing sponsor transaction at the closing of the Initial Public Offering. F- 15 Underwriter Securities Transfer Agreement An underwriter purchased 25,000 Private Placement Units from the Sponsor at a price of $ 10.00 , or $ 250,000 in the aggregate, in connection with the private placement that closed simultaneously with the Initial Public Offering. Additionally, pursuant to the transfer agreement entered into between the Sponsor and the underwriter, the underwriter purchased 200,000 Class B ordinary shares from the Sponsor for a purchase price of $ 0.004 per share, or $ 800 in the aggregate (the “Transfer Agreement”). The Transfer Agreement additionally provides for the distribution of Bonus Shares. The Transfer Agreement with the underwriter was entered into directly with the Sponsor. The fact that the Sponsor sold the underwriter founder shares at a discount (“Discount”) and granted the underwriter an interest in the Bonus Shares for their participation in the private placement is a benefit to the Company and falls under SAB Topic 5A. As such, the Company obtained valuations for the founder shares and the underwriter’s interests in the Bonus Shares as of the date of the Initial Public Offering to account for the charge of the Discount and their interests in the Bonus Shares. As of the close of the Initial Public Offering on August 13, 2025, the fair value of the founder shares was $ 4.51 per share, or $ 902,000 in the aggregate, and the fair value of the underwriter’s interest in the Bonus Shares was $ 2,606 . 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. Note 5 — Segment Information ASC Topic 280, Segment Reporting, establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. 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: December 31, 2025 Cash $ 1,663,042 Cash held in Trust Account $ 175,137,749 Total Assets $ 176,922,057 For the Period from March 27, 2025 (Inception) through December 31, 2025 Net loss from operations $ ( 615,029 ) Interest income on Trust Account $ 2,637,749 Net income $ 2,022,720 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. F- 16 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. Note 6 — Related Party Transactions Founder Shares 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 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. The “Release Date” is the date that is the later of (i) the date that all contractual lock-ups on the founder shares have expired, and (ii) the date on which a resale registration statement relating to the founder shares (or proceeds thereof) has been declared effective by the SEC. These ordinary shares will be deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days from the date of the commencement of sales in the Initial Public Offering pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days from the commencement of sales of the Initial Public Offering except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the Public Shares issuable upon conversion thereof. The Founder Shares are identical to the Public Shares included in the Units being sold in the Initial Public Offering except that the Founder Shares automatically convert into Public Shares at the time of the initial Business Combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the initial Business Combination, as may be determined by the directors of the Company) or earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below. The Sponsor will not be entitled to redemption rights with respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the initial Business Combination. If the initial Business Combination is not completed within 18 months from the closing of the Initial Public Offering, the Sponsor will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by it. 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. F- 17 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 technology, software, computer systems, administrative support, secretarial services and infrastructure fee. 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 period from March 27, 2025 (inception) through December 31, 2025, the Company incurred $ 46,452 of fees under the administrative services agreement, has made payments of $ 24,000 , and applied $ 22,452 of the due from related party balance against unpaid amounts, resulting in an administrative services agreement payable of $ 0 as of December 31, 2025. Promissory Note — Related Party On March 27, 2025, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $ 125,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Company amended and restated the Note to increase the principal sum to $ 185,000 (the “A&R Note”). 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 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 on August 13, 2025. The overpayment is accounted for as a prepayment for the administrative services agreement of which $ 22,452 has been applied for the period from March 27, 2025 (inception) through December 31, 2025, resulting in a remaining prepayment of $ 8,026 as of December 31, 2025 recorded in due from related party. 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 In connection with the Sponsor’s purchase of Private Placement Units in the private placement, a total of 50,000 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 (the “Private Placement Units Note”), which the Company may draw down at any time and from time to time in its sole discretion. 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 December 31, 2025. Related Party Loans In addition, in order to finance transaction costs in connection with its initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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 December 31, 2025, the Company had no borrowings under the Working Capital Loans. F- 18 Note 7 — Commitments and Contingencies Registration Rights The holders of the founder shares, placement units, Working Capital Units and Extension Units that may be issued upon conversion of loans made by our sponsor or one of its affiliates, and their permitted transferees, will have registration rights to require us to register a sale of any of our securities held by them (in the case of the founder shares, only after conversion to our Class A ordinary shares) pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that we register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include such securities in other registration statements filed by us and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. We will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were granted a 45 -day option to purchase up to 2,250,000 additional Units to cover any over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. 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, 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. 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. In addition, the underwriter are entitled to a contingent, deferred fee of $ 0.30 per Unit, or $ 4,500,000 in the aggregate. The contingent, deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. Representative Shares The Company issued an aggregate of 86,250 ordinary shares to the underwriters and/or its designees (the “Representative Shares”) at the consummation of the Initial Public Offering and in connection with the underwriters full exercise of the over-allotment option. The Company accounts for the Representative Shares as an offering cost of the Initial Public Offering, resulting in a charge directly to shareholders’ equity. 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, 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 December 31, 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 December 31, 2025, there were 17,801,250 Class A ordinary shares issued and outstanding, including 17,250,000 Class A ordinary shares subject to redemption. F- 19 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. On April 9, 2025, the Company issued 6,543,103 Class B ordinary shares to the Sponsor for $ 25,000 , or approximately $ 0.004 per share. As of December 31, 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. 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. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority 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 is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least 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, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50 % of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. 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. Rights 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. In the event the Company will not be the surviving company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively convert its rights in order to receive the one-tenth (1/10) of one Class A ordinary share underlying each right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares of Class A ordinary share upon consummation of an initial Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which it will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the Class A ordinary shares will receive in the transaction on an as-converted into Class A ordinary share basis. F- 20 The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands Law. As a result, holders must hold rights in multiples of eight in order to receive shares for all of their rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. 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 December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, 2025 Assets: Cash held in Trust Account 1 $ 175,137,749 Liabilities Over-allotment option liability 3 $ — 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: August 13, 2025 Unit price $ 9.98 Exercise price 10.00 Risk-free rate 4.36 % Estimated volatility 3.63 % Time to expiration (years) 0.12 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. F- 21 The following table presents the change in fair value of Level 3 recurring fair value measurements: Level 3 Balance as of March 27, 2025 (inception) $ — Over-allotment option liability 149,000 Change in fair value — Exercise of over-allotment option ( 149,000 ) Balance as of December 31, 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, 2025 Equity: Fair value of Public Rights for Class A ordinary shares subject to redemption allocation 3 $ 3,622,244 Fair value of NMSI interests in founder shares 3 $ 11,809,000 Fair value of underwriter interests in founder shares 3 $ 902,000 Non-managing sponsor interest in Bonus Shares 3 $ 51,725 Underwriter interest in Bonus Shares 3 $ 2,606 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 interests in founder shares were valued by determining a value of the common stock price reduced by the probability of no acquisition and by a discount for lack of marketability. The following is a summary of key inputs utilized: August 13, 2025 Underlying stock price $ 9.74 Estimated probability of successful business combination 70.00 % Indicated marketable value of Class B ordinary shares $ 6.82 Estimated volatility 80.00 % Risk-free rate 3.76 % Time to expiration (years) 1.50 Indicated cost of put option $ 2.31 Estimated fair value of one Class B ordinary share $ 4.51 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 December 31, 2025, the balance sheet date, up to the date the 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 financial statements. F- 22