McKinley Acquisition Corp

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On August 13, 2025, we consummated our Initial Public Offering of 15,000,000 Units at $10.00 per Unit, generating gross proceeds to the Company of $150,000,000. Clear Street and Brookline acted as the underwriters. The securities sold in the Initial Public Offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-288439). The SEC declared the registration statement effective on August 11, 2025.

Simultaneously with the consummation of the Initial Public Offering, on August 13, 2025, we consummated the private sale of an aggregate of 465,000 Private Placement Units to the Sponsor and the underwriters at a purchase price of $10.00 per unit, generating gross proceeds of $4,650,000. The Private Placement Units are identical to the Units sold in the Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

We incurred transaction costs amounting 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.

Following the closing of the Initial Public Offering, of the net proceeds received from the consummation of the Initial Public Offering and simultaneous Private Placement, $150,000,000 ($10.00 per unit sold in the Initial Public Offering) was placed in the Trust Account.

On August 15, 2025, Clear Street formally notified the Company that they will exercise their over-allotment option to the full extent of 2,250,000 Units at $10.00 per Unit, generating additional proceeds to the Company of $22,500,000. The Units were delivered to Clear Street in connection with the closing on August 19, 2025. The $22,500,000 of proceeds was placed in the Trust Account.

There has been no material change in the planned use of proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus for its Initial Public Offering

Purchases of Equity Securities by the Issuer and Affiliated Purchasers during the Quarter Ended June 30, 2025

None.