McKinley Acquisition Corp-A美股招股说明书(2025-08-12版)

McKinley Acquisition Corporation 15,000,000Units McKinleyAcquisition Corporation is a blank check company incorporated as a CaymanIslandsexemptedcompanyandformedforthepurposeofeffectingamerger,amalgamation,share exchange,asset acquisition,share purchase,reorganization orsimilarbusiness combination with one or more businesses,which we refer tothroughoutthis prospectus as our initial business combination.We have not selectedanybusiness combination target and we have not,nor has anyone on our behalf,initiatedany substantive discussions,directly or indirectly,with any businesscombinationtarget.We may pursue an initial business combination in any business orindustry. This is an initial public offering of our securities. Each unit has an offering priceof$10.00 and consists of one Class A ordinary share and one right to receive one-tenth(1/10th)of one ClassAordinary share upon the consummation of an initialbusinesscombination,asdescribedinmoredetailinthisprospectus.Theunderwritershave a 45-day option from the date of this prospectus to purchase up toan additional 2,250,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless ofwhetherthey abstain,vote for,or vote against,our initial business combination,all or a portion of their ClassA ordinary shares that are sold as part of the unitsinthis offering,which we refer to collectively as our public shares,upon thecompletion of our initial business combination at a per-share price, payable in cash,equal to the aggregate amount then on deposit in the trust account described below asof twobusiness days prior to the consummation of our initial business combination,includinginterest earned on the funds held in the trust account divided by thenumberof then-outstanding public shares,subject to the limitations and on theconditionsdescribed herein.Notwithstanding the foregoing redemption rights,ouramendedand restated memorandum and articles of association provide that a publicshareholder, together with any affiliate of such shareholder or any other person withwhomsuch shareholder is acting in concert or as a“group”(as defined underSection13of the ExchangeAct),may be restricted from redeeming its shares withrespectto more than an aggregate of 15%of the shares sold in this offering withoutourpriorconsent.See“Summary—TheOffering—Limitationonredemptionrights of shareholders holding 15%or more of the shares sold inthisoffering if we hold shareholder vote”for further discussion oncertainlimitations on redemption rights. Wehave until the date that is 18monthsfrom the closing of this offering(or24monthsif we have executed a definitive agreement for an initial businesscombinationwithin 18monthsfrom the closing of this offering)or until suchearlierliquidation date as our board of directors may approve,to consummate ourinitialbusiness combination.If we anticipate that we may be unable to consummateourinitial business combination within such 18-month(or 24-month),we may seekshareholderapproval to amend our amended and restated memorandum and articles ofassociationto extend the date by which we must consummate our initial businesscombination.If we seek shareholder approval for an extension,holders of publicshareswill be offered an opportunity to redeem their shares at a per share price,payablein cash,equal to the aggregate amount then on deposit in the trust account,includinginterest earned thereon(net of permitted withdrawals),divided by thenumber of then issued and outstanding public shares, subject to applicable law. If weareunable to complete our initial business combination within 18monthsfrom theclosingof this offering(or 24monthsif we have executed a definitive agreementforan initial business combination within 18monthsfrom the closing of thisoffering)or by such earlier liquidation date as our board of directors may approve,we will redeem 100% of the public shares at a per share price, payable in cash, equaltothe aggregate amount then on deposit in the trust account,including interestearned thereon (net of permitted withdrawals and up to $100,000 of interest income topaydissolution expenses),divided by the number of then issued and outstandingpublicshares,subject to applicable law and certain conditions as further describedherein. Oursponsor,McKinley Partners LLC,which we refer to as the“sponsor”throughoutthisprospectus,Clear Street LLC,which we refer to as“Clear Street”throughoutthisprospectus,and Brookline Capital Markets,a division of Arcadia Securities,LLC, which we refer to as “Brookline” throughout this prospectus, have committed topurchase an aggregate of 465,000 units, in a private placement at $10.00 per unit fora total purchase price of $4,650,000. Table of Contents We refer to these units throughout this prospectus as the “private placement units.”Ofthose 465,000 private placement units,our sponsor has agreed to purchase 420,000private placement units, Clear Street has agreed to purchase 25,000 p