McKinley Acquisition Corp-A 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 or ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number:: 001-42799 MCKINLEY ACQUISITION CORPORATION(Exact name of registrant as specified in its charter) Cayman Islands98-1852078(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) (Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code:617-671-5148 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging Growth Company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes☐No☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of June 30, 2025, the aggregate market value of the registrant’s ordinary shares held by non-affiliates of the registrant was $0.00. As of February 27, 2026, there were 17,801,250 Class A ordinary shares, $0.0001 par value and 6,543,103 Class B ordinary shares,$0.0001 par value, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. MCKINLEY ACQUISITION CORPORATION Annual Report on Form 10-K for the Year Ended December 31, 2025 PagePART I1ITEM 1.BUSINESS1ITEM 1A.RISK FACTORS25ITEM 1B.UNRESOLVED STAFF COMMENTS25ITEM 1C.CYBERSECURITY25ITEM 2PROPERTIES25ITEM 3.LEGAL PROCEEDINGS25ITEM 4.MINE SAFETY DISCLOSURES25PART II26ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES26ITEM 6.[RESERVED]27ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS27ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK33ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA33ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE33ITEM 9A.CONTROLS AND PROCEDURES34ITEM 9B.OTHER INFORMATION34ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS34PART III35ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE35ITEM 11.EXECUTIVE COMPENSATION45ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSHAREHOLDER MATTERS46ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE48ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES51PART IV52ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES52ITEM 16.FORM 10-K SUMMARY53 CERTAIN TERMS References to “the Company,” “MKLY,” “our,” “us” or “we” refer to McKinley Acquisition Corporation, a blank check companyi