McKinley Acquisition Corp Announces Business Combination with Space‑Eyes

What Happened
McKinley Acquisition Corporation filed an 8‑K disclosing that on July 30, 2026 it entered into a Business Combination Agreement to acquire Space‑Eyes, Inc. Under the agreement Merger Sub will merge into Space‑Eyes (Space‑Eyes surviving), McKinley will domesticate from the Cayman Islands to Delaware prior to closing, and McKinley will change its name to “Space‑Eyes, Inc.” at closing. The parties also executed related agreements including a stockholder support agreement, a sponsor support agreement, and a registration‑rights and lock‑up agreement.

Key Details

• Aggregate transaction consideration: $275,000,000 of newly issued domesticated SPAC common stock (calculated at $10.00 per share). Certain Space‑Eyes holders may receive up to 8,000,000 additional Earn‑Out Shares upon achievement of milestones.
• Debt and conversion terms: Company Bridge notes convert at $5.50 per share at closing. A PIPE Securities Purchase Agreement with funds managed by JBA Asset Management provides for up to ~$83.66M principal (net proceeds up to $75,000,000). Initial notes of $5,882,352.94 will be issued at the initial closing; additional notes of $77,777,777.78 and warrants will be issued at the merger closing.
• PIPE economics and security: Notes bear 10% interest, mature in 2031, include conversion mechanics (conversion price tied to the lesser of $12.00 and 120% of the last reported sale price at closing), and are secured by first‑priority security interests in substantially all assets; warrants have a $12 exercise price (subject to adjustment). At the subsequent closing buyers are to receive shares equal to 9.9% of post‑merger outstanding common stock (which may be used to satisfy note share‑issuance obligations).
• Closing and approvals: The merger is subject to customary conditions including approval by McKinley and Space‑Eyes shareholders, effectiveness of a Form S‑4 registration statement, HSR clearance, Nasdaq listing approval, and absence of prohibitive laws/orders. Outside date for closing is April 30, 2027. Lock‑up: certain founder shares subject to a one‑year transfer restriction after closing.

Why It Matters
This filing signals that McKinley, a SPAC, has agreed to combine with Space‑Eyes and intends to become an operating public company under the Space‑Eyes name if the deal closes. The transaction would issue a large block of new equity (including potential earn‑outs) and bring secured convertible debt and warrants from the PIPE, which increases available capital (up to ~$75M net) but also adds secured debt obligations and potential dilution to existing holders. The deal is still subject to shareholder approvals, regulatory clearances, Nasdaq listing and other closing conditions, so completion is not guaranteed.