As filed with the U.S. Securities and Exchange Commission on August 12, 2026

Registration No. 333-[    ]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_______________________

MCKINLEY ACQUISITION CORPORATION
(Exact name of Registrant as specified in its charter)

_______________________

McKinley Acquisition Corporation
75 Second Avenue
Suite 605
Needham, MA 02494
617-671-5148
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

_______________________

Peter Wright
75 Second Ave., Suite 605
Needham, MA 02494
617-671-5148
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______________________

Copies to:

_______________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant and co-registrant hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant and co-registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended (“Securities Act”), or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

____________

(1)      The Co-Registrant has the following principal executive office:

1200 Brickell Avenue, Penthouse 2010
Miami, FL 33131

(2)      The agent for service for the Co-Registrant is:

Jatinder S. Bains
Chief Executive Officer
Space Eyes, Inc.
1200 Brickell Avenue PH 2010

Miami, FL 33131
(856) 614-5441

The information in this proxy statement/prospectus is not complete and may be changed. McKinley Acquisition Corporation may not issue the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED AUGUST 12, 2026

PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING OF MCKINLEY ACQUISITION CORPORATION

PROSPECTUS FOR UP TO
53,615,853 SHARES OF COMMON STOCK OF MCKINLEY ACQUISITION CORPORATION, 8,061,574 WARRANTS TO PURCHASE 8,061,574 SHARES OF COMMON STOCK OF MCKINLEY ACQUISITION CORPORATION AND 13,943,355 SHARES OF COMMON STOCK UNDERLYING THE CONVERTIBLE NOTES OF MCKINLEY ACQUISITION CORPORATION (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH WILL BE RENAMED AS SPACE-EYES, INC. IN CONNECTION WITH THE DOMESTICATION DESCRIBED HEREIN)

Compensation Received by the Sponsor and its Affiliates

McKinley’s sponsor is McKinley Partners LLC, a Delaware limited liability company formed by McKinley’s management team (the “Sponsor”). The Sponsor is owned by certain members of McKinley’s management team, and certain non-managing sponsor investors. Peter Wright is the managing member of McKinley Partners LLC and holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. McKinley’s management team, together with their affiliates, collectively own approximately 55.4% of the membership interests in the Sponsor.

On April 9, 2025, McKinley issued an aggregate of 6,543,103 Class B Ordinary Shares (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 McKinley. 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 Clear Street LLC (“Clear Street”) in connection with the closing of the McKinley IPO, for the amount of $0.004 per share prior to the consummation of McKinley IPO (defined below). 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.

On August 13, 2025, McKinley consummated its initial public offering (the “McKinley IPO”) of 15,000,000 units at $10.00 per unit (the “McKinley Public Units”), generating proceeds of $150,000,000. Each McKinley Public Units consists of one Class A Ordinary 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 “McKinley Right”). McKinley’s underwriters fully exercised their over-allotment option to purchase an additional 2,250,000 McKinley 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 a trust account established at the consummation of the McKinley IPO that holds the proceeds of the McKinley IPO and is maintained by Odyssey Transfer & Trust Company (“Odyssey”), acting as trustee (the “Trust Account”).

Simultaneously with the consummation of the McKinley IPO, McKinley consummated the sale of an aggregate of 465,000 private placement units (the “McKinley 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 McKinley IPO. Each McKinley Private Placement Unit 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, a “McKinley Private Placement Right”).

In connection with the Sponsor’s purchase of McKinley Private Placement Units, a total of 50,000 McKinley Private Placement Units were purchased by a non-interest bearing, unsecured promissory note that was issued to the Sponsor simultaneously with the closing of McKinley IPO in the principal amount of $500,000 (the “Private Placement Units Note”), which McKinley may draw down at any time and from time to time in its sole discretion. At the closing of an initial business combination, McKinley will cancel the number of McKinley Private Placement Units proportional to the amount not drawn under the Private Placement Units Note and the Private Placement Units Note will be canceled.

In addition, in order to finance transaction costs in connection with its initial business combination, the Sponsor or an affiliate of the Sponsor, or McKinley’s officers and directors may, but are not obligated to, loan McKinley funds as may be required (“Working Capital Loans”). If McKinley completes its initial business combination, McKinley shall repay the Working Capital Loans. In the event that the initial business combination does not close, McKinley 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, with each unit comprised of one Class A Ordinary Share and one right to receive one-tenth (1/10th) of one Class A Ordinary Share upon the consummation of an initial business combination.

McKinley also 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 McKinley IPO until the earlier of McKinley’s consummation of an initial business combination or its liquidation.

Pursuant to the Sponsor Support Agreement, the Sponsor has agreed to, among other things, (i) to vote in favor of the proposals presented at the Shareholder Meeting, (ii) not to enter into any commitment, agreement, understanding, or similar arrangement to vote or give voting instructions or express consent or dissent in writing in any manner inconsistent with the terms of the Sponsor Support Agreement, and (iii) directly or indirectly, not to sell, assign, transfer, gift, pledge, dispose of, or otherwise encumber any of its Founder Shares or otherwise agree to do any of the foregoing.

Upon the Closing of the Business Combination, the Combined Company will pay to Clear Street and Alexander Capital L.P. (“Alexander Capital”), as co-financial advisors and co-placement agents, a cash fee equal to $2,750,000. (the “DE-SPAC Transaction Fee”). The De-SPAC Transaction Fee shall be allocated 75% to Clear Street and 25% to Alexander.

Upon the consummation of a Transaction Financing, the combined company will pay to Clear Street and Alexander Capital, as co-financial advisors and co-placement agents, an equity placement fee equal to 7.5% of the gross proceeds of the Transaction Financing (the “Equity Placement Fee”). The Equity Placement Fee shall be allocated 60% to Clear Street and 40% to Alexander Capital.

For additional information, see “McKinley Stockholder Proposal No. 1: The Business Combination Proposal — Compensation Received by the Sponsor and its Affiliates” and “Unaudited Pro Forma Condensed Combined Financial Information” in the accompanying joint proxy statement/prospectus.

Conflicts of Interests

Since the Sponsor, its affiliates, representatives and the McKinley officers, directors and advisors (the “Sponsor Related Parties”), have interests that are different, or in addition to (and which may conflict with), the interests of the other holders of McKinley Ordinary Shares, a conflict of interest may exist in determining whether the Business Combination with Space-Eyes is appropriate. Such interests include that the Sponsor Related Parties will lose their entire investment in McKinley if McKinley does not complete a business combination. When you consider the recommendation of the McKinley Board in favor of approval of the Business Combination Proposal and the other proposals, you should keep in mind that the Sponsor Related Parties have interests in such proposals that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

•        unless McKinley consummates an initial business combination, the Sponsor and McKinley’s officers and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds from the McKinley IPO and private placement not deposited in the Trust Account. [As of August [    ], 2026, no such reimbursable out-of-pocket expenses have been incurred];

•        the fact that McKinley also 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 McKinley IPO until the earlier of McKinley’s consummation of an initial business combination or its liquidation. Accordingly, assuming the consummation of McKinley’s initial business combination takes until August 13, 2027, the Sponsor will be paid a total of approximately $240,000 for these services;

•        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 McKinley 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 McKinley Ordinary Shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances;

•        based on the difference in the purchase price of $25,000 (or approximately $0.004 per share) that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per McKinley Public Unit sold in the McKinley IPO, the Sponsor may earn a positive rate of return even if the share price of the combined company after the closing of a business combination falls below the price initially paid for the McKinley Public Units in the McKinley IPO and the public investors experience a negative rate of return following the closing of a business combination, even though there are restrictions on the Sponsor’s ability to transfer the Founder Shares under the lock-up agreements described elsewhere in this proxy statement/prospectus;

•        the fact that the Sponsor currently holds 465,000 Private Placement Units, which were purchased at a price of $10.00 per unit, or an aggregate value of $4,650,000 ($500,000 of which has not yet been received, representative of the Private Placement Units Note issued to the Sponsor) and which have no redemption rights upon McKinley’s liquidation and will be worthless if no business combination is effected;

•        the fact that, if the Trust Account is liquidated, including in the event we are unable to consummate the Business Combination or an initial business combination by August 13, 2027 (the “Combination Period”), the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third-party vendors or service providers (other than our independent registered public accounting firm) for services rendered or products sold to us, but only if such target business, vendor or service provider has not executed a waiver of any and all of its rights to seek access to the Trust Account;

•        the fact that the Sponsor currently holds an aggregate of 6,763,103 shares of McKinley Ordinary Shares, including 420,000 Class A Ordinary Shares underlying the 420,000 McKinley Private Placement Units. As of August [    ], 2026, such shares had an aggregate market value of approximately $67.4 million and the McKinley Private Placement Rights had an aggregate market value of approximately $54,558, based on a market price of $9.97 per share of Class A Ordinary Shares and a market price of $0.1299 per right on August [    ], 2026, respectively;

•        the continued indemnification of McKinley’s executive officers and directors and the continuation of McKinley’s executive officers’ and directors’ liability insurance following the consummation of the Business Combination;

•        the fact that the Sponsor and McKinley executive officers and directors have agreed, for no consideration, not to redeem any of the Founder Shares in connection with a stockholder vote to approve the Business Combination and such Founder Shares will be worthless if no business combination is effected by McKinley by August 13, 2027; and

•        the fact that certain officers and directors of McKinley have an economic interest in the Founder Shares and McKinley Private Placement Units owned by Sponsor as a result of their direct or indirect membership interests in the Sponsor, but do not beneficially own any McKinley Ordinary Shares held by the Sponsor other than Peter Wright who may be deemed to beneficially own McKinley Ordinary

Shares owned by the Sponsor as the managing member of the Sponsor. The economic interest (or deemed economic interest) of these individuals in the Founder Shares and McKinley Private Placement Units retained by the Sponsor is shown below:

In light of the foregoing, the Sponsor and McKinley’s directors, executive officers and advisors will receive material benefits from the completion of the Business Combination and may be incentivized to complete the Business Combination with Space-Eyes rather than liquidate even if (i) Space-Eyes is a less favorable target company or (ii) the terms of the Business Combination are less favorable to the shareholders. As a result, our Sponsor, directors, officers and advisors may have interests in the completion of the Business Combination that are materially different than, and may conflict with, the interests of other stockholders. Further, the Sponsor and McKinley’s directors and executive officers who hold Founder Shares and/or McKinley Private Placement Units may receive a positive return on the Founder Shares and McKinley Private Placement Units even if McKinley’s public shareholders experience a negative return on their investment after consummation of the Business Combination. See “Risk Factors — Risks Relating to the New Space-Eyes Common Stock Following the Business Combination — The Sponsor and McKinley’s directors and executive officers who hold Founder Shares may receive a positive rate of return on the Founder Shares even if McKinley’s public stockholders experience a negative return on their investment after consummation of the Business Combination.”

These interests may influence McKinley’s directors in making their recommendation that you vote in favor of these proposals. These interests were considered by the McKinley board of directors when it approved the Business Combination. See the section entitled “Proposal No. 1: The Business Combination Proposal — Interests of McKinley’s Directors and Executive Officers in the Business Combination” in the accompanying joint proxy statement/prospectus for a further discussion of these considerations.

Pro Forma Ownership

The tables below summarize the pro forma ownership of New Space-Eyes Common Stock following the Business Combination assuming three redemption scenarios, each of which are described directly below:

•        No Redemption Scenario:    The “No Redemption Scenario” assumes that no holders of McKinley Public Shares (as defined below) exercise their right to have their McKinley Public Shares redeemed for their pro rata share of the Trust Account.

•        50% Redemption Scenario:    The “50% Redemption Scenario” assumes that 8,625,000 McKinley Public Shares are redeemed, resulting in an aggregate cash payment of approximately $88.3 million out of the Trust Account based on an assumed redemption price of approximately $10.24 per share.

•        Maximum Redemption Scenario:    The “Maximum Redemption Scenario” assumes that all 17,250,000 McKinley Public Shares are redeemed, resulting in an aggregate cash payment of approximately $176.7 million out of the Trust Account based on an assumed redemption price of

approximately $10.24 per share. The Maximum Redemption Scenario includes all adjustments contained in the No Redemption Scenario and presents additional adjustments to reflect the effect of the Maximum Redemption Scenario.

The ownership percentages reflected in the tables below are based upon the number of shares of Space-Eyes Common Stock issued and outstanding as of [    ], 2026, and are subject to the following additional assumptions:

•        the beneficial ownership of the Sponsor of 6,543,103 Class B Ordinary Shares prior to the IPO. Such shares would become worthless if McKinley does not complete a business combination within the Combination Period, as the Sponsor waived any redemption right with respect to those shares. At the Closing, the Sponsor would own a total of 6,389,853 shares of New Space-Eyes Common Stock. Such shares have an aggregate market value of approximately $[    ] million based on the closing price of Class A Ordinary Shares of $[    ] on [    ], 2026, the most recent practicable date prior to the date of the accompanying joint proxy statement/prospectus on which trading data for Class A Ordinary Shares was available;

•        the beneficial ownership of the Sponsor of 465,000 McKinley Private Placement Units, which were acquired for an aggregate investment of $4,650,000 million at the time of the McKinley IPO ($500,000 of which has not yet been received, representative of the Private Placement Units Note issued to the Sponsor). Such units would expire and be worthless if McKinley does not complete a business combination within the Combination Period;

If any of these assumptions are not correct, these percentages will be different.

____________

(1)      Included within the 27,500,000 shares of Aggregate Transaction Consideration in the No Redemptions Scenario are (i) 25,683,508 shares of New Space-Eyes Common Stock issued in exchange for the 6,209,083 shares of Space-Eyes Common Stock assumed to be issued and outstanding immediately prior to the Closing, after giving effect to the Exchange Ratio, and (ii) 1,816,492 shares of New Space-Eyes Common Stock issued upon conversion of the Space-Eyes Notes. Included within the 6,209,083 shares of Space-Eyes Common Stock assumed issued and outstanding immediately prior to Closing are 1,209,083 shares issued to the PIPE Investor pursuant to the Securities Purchase Agreement, which, upon consummation of the Business Combination, are converted into 5,001,301 shares of New Space-Eyes Common Stock based on the Exchange Ratio, resulting in the PIPE Investor holding approximately 9.9% (when including 300,000 shares of McKinley Class A Ordinary Shares subject to possible redemption held by the PIPE Investor (see Footnote 4)) of the outstanding New Space-Eyes Common Stock. Not included are warrants to purchase 908,246 shares of common stock of the New Space-Eyes at an exercise price of $11.00 per share and warrants to purchase 181,649 shares of common stock of New Space-Eyes at an exercise price of $5.50 per share. The PIPE Investor agreed that on the maturity date of the notes issued to the PIPE Investor, the PIPE Investor will deliver, or cause to be delivered, to Space-Eyes (or, following the effective date of the merger, New Space-Eyes) all shares of New Space-Eyes Common Stock not used by the PIPE Investor under the terms of such notes.

(2)     Included within the 27,500,000 shares of Aggregate Transaction Consideration in the 50% Redemptions Scenario are (i) 25,683,508 shares of New Space-Eyes Common Stock issued in exchange for the 6,004,620 shares of Space-Eyes Common Stock assumed to be issued and outstanding immediately prior to the Closing, after giving effect to the Exchange Ratio, and (ii) 1,816,492 shares of New Space-Eyes Common Stock issued upon conversion of the Space-Eyes Notes.

Included within the 6,004,620 shares of Space-Eyes Common Stock assumed issued and outstanding immediately prior to Closing are 1,004,620 shares issued to the PIPE Investor pursuant to the Securities Purchase Agreement, which, upon consummation of the Business Combination, are converted into 4,297,052 shares of New Space-Eyes Common Stock based on the Exchange Ratio, resulting in the PIPE Investor holding approximately 9.9% (when including 150,000 shares of McKinley Class A Ordinary Shares subject to possible redemption held by the PIPE Investor (see Footnote 5)) of the outstanding New Space-Eyes Common Stock.

(3)      Included within the 27,500,000 shares of Aggregate Transaction Consideration in the Maximum Redemptions Scenario are (i) 25,683,508 shares of New Space-Eyes Common Stock issued in exchange for the 5,813,680 shares of Space-Eyes Common Stock assumed to be issued and outstanding immediately prior to the Closing, after giving effect to the Exchange Ratio, and (ii) 1,816,492 shares of New Space-Eyes Common Stock issued upon conversion of the Space-Eyes Notes. Included within the 5,813,680 shares of Space-Eyes Common Stock assumed issued and outstanding immediately prior to Closing are 813,680 shares issued to the PIPE Investor pursuant to the Securities Purchase Agreement, which, upon consummation of the Business Combination, are converted into 3,594,652 shares of New Space-Eyes Common Stock based on the Exchange Ratio, resulting in the PIPE Investor holding approximately 9.9% of the outstanding New Space-Eyes Common Stock.

(4)      Consists of, in the No Redemptions Scenario, (i) 17,250,000 shares of McKinley Class A Ordinary Shares subject to possible redemption which Public Shareholders elected not to redeem in connection with the Business Combination and which will convert on a one-for-one basis into shares of New Space-Eyes Common Stock upon the Domestication, and (ii) 1,725,000 shares of New Space-Eyes Common Stock underlying 17,250,000 Domesticated Rights, each of which will automatically convert into one-tenth of one share of New Space-Eyes Common Stock upon the Closing of the Business Combination.

(5)      Consists of, in the 50% Redemptions Scenario, (i) 8,625,000 shares of McKinley Class A Ordinary Shares subject to possible redemption which Public Shareholders elected not to redeem in connection with the Business Combination and which will convert on a one-for-one basis into shares of New Space-Eyes Common Stock upon the Domestication, and (ii) 1,725,000 shares of New Space-Eyes Common Stock underlying 17,250,000 Domesticated Rights, each of which will automatically convert into one-tenth of one share of New Space-Eyes Common Stock upon the Closing of the Business Combination.

(6)      Consists of, in the Maximum Redemptions Scenario 1,725,000 shares of New Space-Eyes Common Stock underlying 17,250,000 Domesticated Rights, each of which will automatically convert into one-tenth of one share of New Space-Eyes Common Stock upon the Closing of the Business Combination.

(7)      Consists of (i) 6,343,103 McKinley Class B Ordinary Shares held by the Sponsor, which will convert, on a one-for-one basis into shares of Domesticated Class B Common Stock upon the Domestication and then convert, on a one-for-one basis, into shares of New Space-Eyes Common Stock immediately prior to the Effective Time, (ii) 42,500 McKinley Class A Ordinary Shares held by the Sponsor following the forfeiture of 50,000 McKinley Class A Ordinary Shares by the Sponsor due to non-funding of the Private Placement Units Note, which will convert on a one-for-one basis into shares of New Space-Eyes Common Stock upon the Domestication, and (iii) 4,250 shares of New Space-Eyes Common Stock underlying 42,500 Domesticated Rights held by the Sponsor following the Domestication and forfeiture of 50,000 McKinley Rights held by the Sponsor due to non-funding of the Private Placement Units Note, each of which will automatically convert into one-tenth of one share of New Space-Eyes Common Stock upon the Closing of the Business Combination.

(8)      Consists of (i) 327,500 McKinley Class A Ordinary Shares held by non-managing sponsor investors and (ii) 32,750 shares of New Space-Eyes Common Stock underlying 327,500 Domesticated Rights held by non-managing sponsor investors following the Domestication. These McKinley Class A Ordinary Shares will be automatically converted on a one-for-one basis into shares of New Space-Eyes Common Stock upon the Domestication. The 327,500 Private Placement Rights will each convert into one-tenth of one share of New Space-Eyes Common Stock upon the Closing of the Business Combination.

(9)      Consists of (i) 131,250 McKinley Class A Ordinary Shares held by the Underwriters, (ii) 200,000 McKinley Class B Ordinary Shares held by the Underwriters, and (iii) 4,500 shares of New Space-Eyes Common Stock underlying 45,000 Domesticated Rights held by the Underwriters. The 131,250 McKinley Class A Ordinary Shares will be automatically converted on a one-for-one basis into shares of New Space-Eyes Common Stock upon the Domestication. The 200,000 McKinley Class B Ordinary Shares will be automatically converted on a one-for-one basis into shares of Domesticated Class B Common Stock upon the Domestication, which will convert, on a one-for-one basis into shares of New Space-Eyes Common Stock immediately prior to the Effective Time. The 45,000 Domesticated Rights will each automatically convert into one-tenth of one share of New Space-Eyes Common Stock upon the Closing of the Business Combination.

The Class A Ordinary Shares, McKinley Units, and McKinley Rights are currently listed on the Nasdaq Stock Market, LLC (“Nasdaq”) under the symbols “MKLY”, “MKLYU” and “MKLYR”, respectively. McKinley will apply for listing, to be effective at the time of the Closing of the Business Combination, of New Space-Eyes Common Stock on Nasdaq under the proposed symbol “CUAS”. It is a condition of the consummation of the Business Combination that McKinley receive confirmation from Nasdaq that the shares of New Space-Eyes to be issued in connection with the Business Combination have been listed or approved for listing on Nasdaq, subject only to official notice of issuance thereof, but there can be no assurance such listing condition will be met or that

McKinley will obtain such approval from Nasdaq. If such listing condition is not met or if such approval is not obtained, the Business Combination will not be consummated unless the stock exchange approval condition set forth in the Business Combination Agreement is waived by the applicable parties.

The accompanying proxy statement/prospectus provides shareholders of McKinley with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of McKinley. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” beginning on page 52 of the accompanying proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [    ], 2026, and is first being mailed to McKinley’s shareholders on or about [    ], 2026.

McKinley Acquisition Corporation
75 Second Avenue
Suite 605
Needham, MA 02494

Dear McKinley Acquisition Corporation Shareholders:

You are cordially invited to attend an Extraordinary General Meeting of McKinley Acquisition Corporation, a Cayman Islands exempted company (“McKinley”), which will be held on [    ], 2026 at 10:00 a.m., Eastern Time, at the offices of Loeb & Loeb LLP located at 345 Park Avenue, New York, New York, and via a virtual meeting at https://www.[    ], or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).

On July 30, 2026, McKinley, McKinley Acquisition Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of McKinley (“Merger Sub”), and Space-Eyes, Inc., a Delaware corporation (“Space-Eyes”), entered into a business combination agreement (as it may be amended from time to time, the “Business Combination Agreement”), contemplating several transactions in connection with which McKinley will become the parent company of Space-Eyes.

As further described in the accompanying proxy statement/prospectus, prior to the Effective Time of the Merger, McKinley will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”) and at the Effective Time and after the Domestication, Merger Sub will merge with and into Space-Eyes with Space-Eyes as the surviving company of the Merger and becoming a wholly owned subsidiary of McKinley. In connection with the Merger, McKinley will be renamed as “Space-Eyes, Inc.” We refer to all of the transactions contemplated by the Business Combination Agreement as the “Business Combination.”)

As a result, (i) each of the then-issued and outstanding Class A ordinary shares, par value $0.0001 per share of McKinley (the “Class A Ordinary Shares”), will be converted, on a one-for-one basis, into a share of common stock of the post-Domestication Delaware corporation (“New Space-Eyes Common Stock”), and (ii) each of the then-issued and outstanding Class B ordinary shares, par value $0.0001 per share of McKinley (the “Class B Ordinary Shares”), will be converted, on a one-for-one basis, into a share of New Space-Eyes Common Stock.

Concurrently with the Domestication, (i) the governing documents of McKinley will be replaced by governing documents for the Delaware corporation and (ii) McKinley will change its name to “Space-Eyes, Inc.”

At the Shareholder Meeting, McKinley shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal” to approve and adopt the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, including the transactions contemplated thereby.

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur:

(a)     Subject to receipt of the Required McKinley Shareholder Approval, and at least one (1) Business Day prior to the Effective Time, McKinley shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a certificate of domestication with respect to the Domestication (the “Certificate of Domestication”), together with the McKinley Certificate of Incorporation, in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar under the Companies Act (2026 Revision) (the “Cayman Registrar”) in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. The Certificate of Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholders of McKinley, (i) each then issued and outstanding Class A Ordinary Share and Class B Ordinary Share (a “McKinley Ordinary Share”) will convert automatically, on a one-for-one basis, into a shares of Class A Common Stock par

value $0.0001 and Class B Common Stock par value $0.0001, respectively, (the “Domesticated SPAC Common Stock”); (ii) each then issued and outstanding McKinley Right shall convert automatically into a right to receive shares of Domesticated SPAC Common Stock (a “Domesticated SPAC Right”), and (iii) each then issued and outstanding McKinley Unit shall convert automatically into a unit of McKinley, with each such unit representing one share of Domesticated SPAC Common Stock and one Domesticated SPAC Right (a “Domesticated SPAC Unit”).

In connection with the consummation of the Business Combination, at the Effective Time without any action on the part of any person, each Domesticated SPAC Unit shall separate automatically into one share of Domesticated SPAC Common Stock and one Domesticated SPAC Right.

(b)    Subject to the satisfaction or waiver of certain closing conditions set forth in the Business Combination Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of McKinley, Merger Sub, Space-Eyes or the holders of any of the following securities: (i) each share of Space-Eyes Common Stock issued and outstanding immediately prior to the Effective Time (excluding Appraisal Shares) shall be canceled and converted into the right to receive, the number of shares of Domesticated SPAC Common Stock equal to the Exchange Ratio; (ii) all shares of Space-Eyes Common Stock held in the treasury of Space-Eyes shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; (iii) each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Combined Company, (iv) amended and restated investor warrants to purchase shares of Space-Eyes common stock will be assumed by the Combined Company and will represent warrants to purchase 908,246 shares of common stock of the combined company at an exercise price of $11.00 per share and (v) amended and restated placement agent warrants to purchase shares of Space-Eyes common stock will be assumed by the Combined Company and will represent warrants to purchase 181,649 shares of common stock of the combined company at an exercise price of $5.50 per share. No fraction of a share of Space-Eyes Common Stock will be issued by virtue of the Business Combination.

In connection with the execution of the Business Combination Agreement, the Sponsor, Space-Eyes, McKinley and the directors and officers of McKinley entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed, among other things, to (a) vote all of its McKinley Class B Ordinary Shares in favor of the Business Combination and the McKinley Proposals, and (b) abstain from exercising any Redemption Rights in connection with the Business Combination. The Sponsor also agreed not to transfer any McKinley ordinary shares held by it during the period beginning on the date of the Sponsor Support Agreement and ending at the Effective Time (as defined in the Business Combination Agreement).

Additionally, and also in connection with the execution of the Business Combination Agreement, Space Eyes and the Key Company Stockholders, entered into a stockholder support agreement (the “Space-Eyes Support Agreement” and together with the Sponsor Support Agreement, the “Support Agreements”) pursuant to which the Key Company Stockholders have agreed, among other things, to vote all of their shares of Space-Eyes Common Stock (including by delivery of a written consent) in favor of the Business Combination Agreement and the Business Combination. The Key Company Stockholders also agreed not to transfer any shares of Space-Eyes common stock held by them during the period beginning on the date of the Space-Eyes Support Agreement and ending at the Effective Time (as defined in the Business Combination Agreement).

In addition to the Business Combination Proposal, McKinley shareholders are being asked to consider and vote upon (a) a proposal to approve the Domestication (the “Domestication Proposal”), (b) a proposal to approve the proposed change of name of McKinley to Space-Eyes, Inc (the “Name Change Proposal”) (c) a proposal to approve the proposed certificate of incorporate and bylaws of McKinley upon Domestication, attached as Annex B and Annex C, respectively, and each of the amended and restated certificate of incorporation of New Space-Eyes upon closing of the Business Combination (the “Domesticated Governance Documents”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex D (the “Proposed Certificate of Incorporation”), and the proposed amended and restated bylaws of New Space-Eyes upon the closing of the Business Combination, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E (the “Proposed Bylaws”) (the “Governing Documents Proposal”), (d) on a non-binding advisory basis, proposals related to material differences between the Existing Governing Documents and the Proposed Certificate of

Incorporation and Proposed Bylaws (the “Advisory Governing Documents Proposals”), (e) a proposal to approve the issuance of shares of New Space-Eyes Common Stock in connection with the Business Combination (the “Listing Proposal”), (f) a proposal to approve and adopt the Space-Eyes, Inc. 2026 Stock Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex G (the “Stock Incentive Plan Proposal”) (g) a proposal to elect each of the seven directors named in the proxy statement/prospectus to serve on the board of directors of New Space-Eyes until their respective successors are duly elected and qualified (the “Director Election Proposal”), and (h) a proposal to adjourn the Shareholder Meeting to a later date or dates to the extent necessary (the “Adjournment Proposal”). The Domesticated Governance Documents shall be effective at the Domestication and the Proposed Certificate of Incorporation and Proposed Bylaws shall be effective at the Business Combination, replacing the Domesticated Governance Documents in their entirety.

The Business Combination Proposal, the Domestication Proposal, the Name Change Proposal, the Governing Documents Proposal, the Advisory Governing Documents Proposals, the Listing Proposal, the Stock Incentive Plan Proposal, the Director Election Proposal (collectively, the “Condition Precedent Proposals”) are each conditioned on the approval and adoption of each of the other Condition Precedent Proposals, and the Business Combination will be consummated only if each of the Condition Precedent Proposals is approved by the shareholders. The Advisory Governing Documents Proposals will be presented to the shareholders for a vote only if the Business Combination Proposal is approved. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

The Adjournment Proposal asks shareholders to approve an adjournment of the Shareholder Meeting to a later date or dates if necessary to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient McKinley ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve the Business Combination Proposal, the Name Change Proposal, the Domestication Proposal, the Governing Documents Proposal, the Advisory Governing Documents Proposals, the Listing Proposal, the Stock Incentive Plan Proposal, or the Director Election Proposal.

In connection with the Business Combination, certain related agreements have been entered into, or will be entered into on or prior to the Closing Date, including the Sponsor Support Agreement, Space-Eyes Support Agreement and the Amended and Restated Registration Rights Agreement (as defined in the accompanying proxy statement/prospectus). See the section titled “Proposal No. 1 — The Business Combination Proposal — Related Agreements” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Existing Governing Documents, a holder of McKinley’s Class A Ordinary Shares other than the Sponsor, a founder, officer or director of McKinley (such holder, a “Public Shareholder” and such shares, the “Public Shares”) may at least two days prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash but only if the Business Combination Proposal is approved and the Business Combination is consummated. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Odyssey Transfer & Trust Company (“Odyssey”) in order to validly redeem its shares. Public Shareholders may elect to redeem their Public Shares even if they vote “For” or “Against” the Business Combination Proposal. If the Business Combination Proposal is not approved and consummated, the Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its shares to Odyssey, McKinley will redeem such Class A Ordinary Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of the McKinley IPO (as such term is defined in the accompanying proxy statement/prospectus), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of [    ], 2026, the record date for the Shareholder Meeting, this would have amounted to approximately $[    ] per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. A Public Shareholder may not withdraw a redemption notice once submitted to us unless the directors of McKinley determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). See “Shareholder Meeting — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash. The directors of McKinley (in their sole discretion) shall determine the timing of such Business Combination redemption of Public Shares in order to facilitate the consummation and/or closing of a Business Combination. Holders must complete the procedures

for electing to redeem their Class A Ordinary Shares in the manner described in the accompanying proxy statement/prospectus prior to 5:00 p.m., Eastern Time, on [    ], 2026 (two business days before the Shareholder Meeting) in order for their shares to be redeemed.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the outstanding Public Shares, without our prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the outstanding Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

The Sponsor has, pursuant to the Sponsor Support Agreement, agreed to, among other things, (a) vote all of its McKinley Class B Ordinary Shares in favor of the Business Combination and the McKinley Proposals, and (b) abstain from exercising any Redemption Rights in connection with the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor owns approximately [    ]% of the issued and outstanding ordinary shares.

McKinley is providing the accompanying proxy statement/prospectus and accompanying proxy card to McKinley’s shareholders in connection with the solicitation of proxies to be voted at the Shareholder Meeting and at any postponements or adjournments of the Shareholder Meeting. Information about the Shareholder Meeting, the Business Combination and other related business to be considered by McKinley’s shareholders at the Shareholder Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Shareholder Meeting, all of McKinley’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” beginning on page 52 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of McKinley has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to McKinley’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of McKinley, you should keep in mind that McKinley’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections titled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination,” “Proposal No. 1 — The Business Combination Proposal — Conflicts of Interest and Waiver of Corporate Opportunity Doctrine” and “Risk Factors” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of each of the Domestication Proposal and the Governing Documents Proposal and the Name Change Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. The approval of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Listing Proposal, the Stock Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Each of the Condition Precedent Proposals is conditioned on the approval and adoption of each of the other Condition Precedent Proposals.

Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Meeting.

The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the Shareholder Meeting. Each of the Condition Precedent Proposals is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Governing Documents Proposals will be presented to the shareholders for a vote only if the Business Combination Proposal is approved.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholder Meeting but will otherwise not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Shareholder Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO MCKINLEY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. See “Shareholder Meeting — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Class A Ordinary Shares for cash.

On behalf of McKinley’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [    ], 2026 and is first being mailed to the shareholders of McKinley on or about [    ], 2026.

MCKINLEY ACQUISITION CORPORATION
75 Second Avenue
Suite 605
Needham, MA 02494

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON [    ], 2026

To the Shareholders of McKinley Acquisition Corporation:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of McKinley Acquisition Corporation, a Cayman Islands exempted company (“McKinley”), will be held on [    ], 2026 at 10:00 a.m., Eastern Time, at the offices of Loeb & Loeb LLP located at 345 Park Avenue, New York, New York, and via a virtual meeting at https://www.[    ], or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).

You are cordially invited to attend the Shareholder Meeting to conduct the following items of business and/or consider, and if thought fit, approve the following resolutions:

1.      Proposal No. 1 — The Business Combination Proposal — RESOLVED, as an ordinary resolution, that McKinley’s entry into the Business Combination Agreement, dated as of July 30, 2026 (as amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among McKinley, McKinley Acquisition Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of McKinley (“Merger Sub”), and Space-Eyes, Inc., a Delaware corporation (“Space-Eyes”), a copy of which is attached to the proxy statement/prospectus as Annex A, pursuant to which, among other things, following the de-registration of McKinley as an exempted company in the Cayman Islands and the transfer by way of continuation and domestication of McKinley as a corporation in the State of Delaware, Merger Sub will be merged with and into Space-Eyes, with Space-Eyes being the surviving entity and continuing as a direct, wholly-owned subsidiary of McKinley, and the transactions contemplated thereby (collectively, the “Business Combination”), be approved, ratified and confirmed in all respects.

2.      Proposal No. 2 — The Domestication Proposal — RESOLVED, as a special resolution, on an advisory non-binding basis, that McKinley be transferred by way of continuation to Delaware pursuant to Part XII of the Companies Act (As Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, McKinley be continued and domesticated as a corporation under the laws of the State of Delaware and,

3.      Proposal No. 3 — The Name Change Proposal — RESOLVED, as a special resolution, that conditional upon, and with effect from, the registration of McKinley as a corporation in the State of Delaware, the name of McKinley be changed from “McKinley Acquisition Corporation” to “Space-Eyes, Inc.”

4.      Proposal No. 4 — The Governing Documents Proposal — RESOLVED, as a special resolution, on an advisory non-binding basis, that the amended and restated memorandum and articles of association of McKinley currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the certificate of incorporation and bylaws (attached as Annex B and Annex C, respectively), and the proposed new amended and restated certificate of incorporation and proposed new bylaws (copies of each of which are attached to the proxy statement/prospectus as Annex D and Annex E, respectively), including, without limitation, the authorization of the change in authorized share capital as indicated therein and the change of name to “Space-Eyes, Inc.” The Domesticated Governance Documents shall be effective at the Domestication and the Proposed Certificate of Incorporation and Proposed Bylaws shall be effective at the Business Combination, replacing the Domesticated Governance Documents in their entirety.

5.      Proposal No. 5 — The Advisory Governing Documents Proposals

•        Advisory Governing Documents Proposal 4A — RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the New Space-Eyes Board may issue any or all shares of New Space-Eyes Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New Space-Eyes Board and as may be permitted by the Delaware General Corporation Law.

•        Advisory Governing Documents Proposal 4B — RESOLVED, as an ordinary resolution, on an advisory non-binding basis, to adopt Delaware as the exclusive forum for certain shareholder litigation and the federal district courts of the United States of America as the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, unless New Space-Eyes consents in writing to the selection of an alternative forum.

•        Advisory Governing Documents Proposal 4C — RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that any action required or permitted to be taken by the shareholders of New Space-Eyes must be effected at a duly called annual or special meeting of shareholders of New Space-Eyes and may not be effected by any consent in writing by such shareholders.

•        Advisory Governing Documents Proposal 4D — RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that, subject to the rights of holders of preferred stock of New Space-Eyes, any director or the entire New Space-Eyes Board may be removed from office at any time, but only for cause, and only by the affirmative vote of the holders of a majority of the issued and outstanding capital stock of New Space-Eyes entitled to vote in the election of directors, voting together as a single class.

•        Advisory Governing Documents Proposal 4E — RESOLVED, as an ordinary resolution, on an advisory non-binding basis, the amendment provisions in the Proposed Certificate of Incorporation and Proposed Bylaws, which set forth the voting standards by which shareholders of New Space-Eyes may approve certain amendments to the Proposed Certificate of Incorporation and Proposed Bylaws, respectively.

•        Advisory Governing Documents Proposal 4F — RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the Proposed Certificate of Incorporation provide for a classified board of directors.

•        Advisory Governing Documents Proposal 4G — RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the removal of provisions in McKinley’s existing amended and restated memorandum and articles of association related to its status as a blank check company will no longer apply upon the consummation of the Business Combination.

6.      Proposal No. 6 — The Listing Proposal — RESOLVED, as an ordinary resolution, the issuance of shares of New Space-Eyes Common Stock in connection with the Business Combination (as such terms are defined in the proxy statement/prospectus) be approved.

7.      Proposal No. 7 — The Stock Incentive Plan Proposal — RESOLVED, as an ordinary resolution, that McKinley’s adoption of the Space-Eyes Holding US, Inc. Stock Incentive Plan be approved, ratified and confirmed in all respects.

8.      Proposal No. 8 — The Director Election Proposal — RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the persons named below be elected to serve on the New Space-Eyes board of directors upon the consummation of the Business Combination to serve initial terms as provided in the proposed new certificate of incorporation.

9.      Proposal No. 9 — The Adjournment Proposal — RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, to permit further solicitation and votes of proxies if, based upon the tabulated votes at the time of the Shareholder Meeting, there are insufficient McKinley ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Advisory Governing Documents Proposals, the Listing Proposal, the Stock Incentive Plan Proposal or the Director Election Proposal be approved, ratified and confirmed in all respects.

Each of the Business Combination Proposal, the Domestication Proposal, the Name Change Proposal, the Governing Documents Proposal, the Listing Proposal, the Stock Incentive Plan Proposal and the Director Election Proposal (collectively, the “Condition Precedent Proposals”) is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Governing Documents Proposals will be presented to the shareholders for a vote only if the Business Combination Proposal is approved.

The above matters are more fully described in the accompanying proxy statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement. You are urged to read carefully and, in its entirety, the accompanying proxy statement/prospectus, including the Annexes thereto and accompanying financial statements of McKinley and Space-Eyes.

The record date for the Shareholder Meeting for McKinley shareholders is [    ], 2026. Only McKinley shareholders at the close of business on that date may vote at the Shareholder Meeting or any postponement or adjournment thereof. McKinley shareholders are entitled to one vote at the Shareholder Meeting for each McKinley Ordinary Share held of record as of the record date.

McKinley is providing the accompanying proxy statement/prospectus and accompanying proxy card to McKinley’s shareholders in connection with the solicitation of proxies to be voted at the Shareholder Meeting and at any postponements or adjournments of the Shareholder Meeting. Information about the Shareholder Meeting, the Business Combination and other related business to be considered by McKinley’s shareholders at the Shareholder Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Shareholder Meeting, all of McKinley’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the sections titled “Risk Factors” beginning on page 52 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of McKinley has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to McKinley’s shareholders in the accompanying proxy statement/prospectus.    When you consider the recommendation of these proposals by the board of directors of McKinley, you should keep in mind that McKinley’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination,” “Proposal No. 1 — The Business Combination Proposal — Conflicts of Interest and Waiver of Corporate Opportunity Doctrine” and “Risk Factors” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Existing Governing Documents, a holder of McKinley’s Class A Ordinary Shares other than the Sponsor, a founder, officer or director of McKinley (such holder, a “Public Shareholder” and such shares, the “Public Shares”) may request that McKinley redeem all or a portion of such Public Shares for cash if the Business Combination Proposal is approved and the Business Combination is consummated. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Odyssey Transfer & Trust Company (“Odyssey”) in order to validly redeem its shares. Public Shareholders may elect to redeem their Public Shares even if they vote “For” the Business Combination Proposal. If the Business Combination is not consummated, the Class A Ordinary Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public

Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its shares to Odyssey, McKinley will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of the McKinley IPO (as such term is defined in the accompanying proxy statement/prospectus), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of [    ], the record date for the Shareholder Meeting, this would have amounted to approximately $[    ] per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. A Public Shareholder may not withdraw a redemption notice once submitted to us unless the directors of McKinley determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). See “Shareholder Meeting — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash. The directors of McKinley (in their sole discretion) shall determine the timing of such Business Combination redemption of Public Shares in order to facilitate the consummation and/or closing of a Business Combination. Holders must complete the procedures for electing to redeem their Class A Ordinary Shares in the manner described in the accompanying proxy statement/prospectus prior to 5:00 p.m., Eastern Time, on [    ], 2026 (two business days before the Shareholder Meeting) in order for their shares to be redeemed.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the outstanding Public Shares, without our prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the outstanding Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

The Sponsor has, pursuant to the Sponsor Support Agreement, agreed to, among other things, (a) vote all of its McKinley Class B Ordinary Shares in favor of the Business Combination and the McKinley Proposals, and (b) abstain from exercising any Redemption Rights in connection with the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor owns approximately [    ]% of the issued and outstanding ordinary shares.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

The approval of each of the Domestication Proposal, the Name Change Proposal and the Governing Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. The approval of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Listing Proposal, the Stock Incentive Plan Proposal the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a simple majority of the votes cast by the holders of the issued and outstanding ordinary shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. The Advisory Governing Documents Proposals are voted upon on a non-binding advisory basis only. Each of the Condition Precedent Proposals is conditioned on the approval and adoption of each of the other Condition Precedent Proposals.

Your vote is very important.    Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Meeting.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by McKinley (File No. 333-[    ]), constitutes a prospectus of McKinley under Section 5 of the Securities Act, with respect to certain securities of McKinley to be issued or issuable in connection with the Business Combination described below. This document also constitutes a notice of meeting and a proxy statement of McKinley under Section 14(a) of the Exchange Act, for the Shareholder Meeting of McKinley to be held in connection with the Business Combination and related matters and at which McKinley shareholders will be asked to consider and vote upon a proposal to approve and adopt the Business Combination Agreement and the Business Combination and the Domestication, among other matters.

ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning McKinley, without charge, by written request to McKinley Acquisition Corporation, 75 Second Avenue, Suite 605, Needham, MA 02494; or [    ] (“[    ]”), our proxy solicitor, by calling [    ] or by emailing [    ] or from the SEC through the SEC website at https://www.sec.gov.

In order for McKinley’s shareholders to receive timely delivery of the documents in advance of the Shareholder Meeting to be held on [    ], 2026, your request must be received no later than [    ], 2026 (five business days prior to the date of the Shareholder Meeting).

CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “McKinley” refer to McKinley Acquisition Corporation. The terms “New Space-Eyes,” “Company”, “combined company” and “post-Business Combination company” refer to Space-Eyes, Inc. and its subsidiaries following the consummation of the Business Combination.

In this proxy statement/prospectus, references to:

“Adjournment Proposal” means the proposal as an ordinary resolution, to approve the adjournment of the Shareholder Meeting to a later date or dates if necessary to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient McKinley Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve Business Combination Proposal, the Domestication Proposal, the Name Change Proposal, the Governing Documents Proposal, the Advisory Governing Documents Proposals, the Listing Proposal, the Stock Incentive Plan Proposal, or the Director Election Proposal.

“Advisory Governing Documents Proposals” mean the proposals as ordinary resolutions and on a non-binding advisory basis, to approve certain material differences between the Existing Governing Documents and the Proposed Governing Documents.

“Articles of Association” means the amended and restated memorandum and articles of association of McKinley adopted pursuant to a special resolution passed on August 11, 2025.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the business combination agreement, dated as of July 30, 2026 by and among McKinley, Merger Sub and Space-Eyes, as it may be amended and supplemented from time to time. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

“Business Combination Proposal” means the proposal as an ordinary resolution, that the Business Combination Agreement, and the consummation of the transactions contemplated thereby be approved, ratified and confirmed in all respects.

“Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time.

“Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of McKinley.

“Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of McKinley.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Condition Precedent Proposals” means the Business Combination Proposal, the Domestication Proposal, the Name Change Proposal, the Governing Documents Proposal, the Listing Proposal, the Stock Incentive Plan Proposal, and the Director Election Proposal, each of which is conditioned on the approval and adoption of each of the others.

“DGCL” means the Delaware General Corporation Law, as amended.

“Director Election Proposal” means the proposal as an ordinary resolution on a non-binding advisory basis to elect seven (7) directors, effective upon the Closing, to serve staggered 3-year terms on the New Space-Eyes Board as set forth in the Proposed Certificate of Incorporation, and until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal.

“Domesticated Bylaws” means the proposed bylaws of New Space-Eyes, to be effective upon the Domestication, a form of which is attached to this proxy statement/prospectus as Annex C.

“Domesticated Certificate of Incorporation” means the proposed certificate of incorporation of New Space-Eyes, to be effective upon the Domestication, a form of which is attached to this proxy statement/prospectus as Annex B.

“Domesticated Class B Common Stock” means the Domesticated Class B Common Stock of McKinley after the Domestication.

“Domesticated Governance Documents” means the Domesticated Certificate of Incorporation and the Domesticated Bylaws.

“Domesticated Right” means rights to acquire one-tenth of one share of New Space-Eyes Common Stock following the Domestication on the same contractual terms and conditions as the Space-Eyes Rights.

“Domesticated Unit” means the units of the Company following the Domestication, with each such unit representing one share of New Space-Eyes Common Stock and one Domesticated Right.

“Domestication” means the transfer by way of continuation and deregistration of McKinley as an exempted company incorporated in the Cayman Islands and the continuation and domestication of McKinley as a corporation incorporated in the State of Delaware.

“Domestication Proposal” means the proposal as a special resolution, on an advisory non-binding basis that the Domestication be approved.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Effective Time” means the time at which the Merger becomes effective.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Governing Documents” means the Articles of Association.

“Founder Shares” means the aggregate 6,543,103 Class B Ordinary Shares that are currently owned by McKinley Sponsor and Clear Street LLC, and the shares of New Space-Eyes Common Stock that will be issued upon the automatic conversion at the time of the Business Combination as described herein.

“GAAP” means U.S. generally accepted accounting principles.

“Governing Documents Proposal” means the proposal as a special resolution, on an advisory and non-binding basis, that upon the Domestication, the Existing Governing Documents be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Certificate of Incorporation and Proposed Bylaws.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Key Company Stockholders” means The SSSB Revocable Trust and The Monroe Trust.

“Listing Proposal” means the proposal as an ordinary resolution to approve the issuance of more than 20% of our issued and outstanding common stock in connection with the Business Combination.

“McKinley” or “MKLY” means McKinley Acquisition Corporation, a Cayman Islands exempted company, prior to the consummation of the Domestication.

“McKinley Board” means McKinley’s board of directors.

“McKinley IPO” means McKinley’s initial public offering of its units, ordinary shares and rights pursuant to its registration statement on Form S-1 declared effective by the SEC on August 11, 2025 (SEC File No. 333-288439).

“McKinley Ordinary Shares” means the Class A Ordinary Shares and the Class B Ordinary Shares.

“McKinley Parties” means McKinley, McKinley Sponsor, and Merger Sub.

“McKinley Public Units” means the units issued in the McKinley IPO, consisting of one Class A Ordinary Share and one McKinley Right.

“McKinley Rights” means rights to acquire one-tenth of one Class A Ordinary Share, issued as part of units in the McKinley IPO.

“McKinley Sponsor” means the Sponsor.

“Merger” means following the Domestication, the merger of Merger Sub with and into Space-Eyes, with Space-Eyes being the surviving entity and continuing as a direct, wholly-owned subsidiary of New Space-Eyes.

“Merger Sub” means McKinley Acquisition Merger Sub Inc., a Delaware corporation.

“Name Change Proposal” means the proposal as a special resolution that conditional upon, and with effect from, the registration of McKinley as a corporation in the State of Delaware, the name of McKinley shall be changed from “McKinley Acquisition Corporation” to “Space-Eyes, Inc.

“Nasdaq” means The Nasdaq Stock Market LLC.

“New Space-Eyes” or “Company” means Space-Eyes, Inc. (f.k.a. McKinley Acquisition Corporation) after the Domestication.

“New Space-Eyes Board” means the board of directors of New Space-Eyes.

“New Space-Eyes Common Stock” means the common stock, par value $0.0001 per share, of New Space-Eyes (after the Merger).

“Odyssey” means Odyssey Transfer & Trust Company.

“PIPE Financing” and “Transaction Financing” mean the transactions contemplated by that certain Securities Purchase Agreement dated as of July 30, 2026, by and among Space-Eyes, McKinley and funds managed, advised, or sub-advised by JBA Asset Management LLC (the “PIPE Investor”) pursuant to which Space-Eyes agreed to issue senior secured convertible promissory notes, warrants to purchase shares of Space-Eyes Common Stock, and shares of Space-Eyes Common Stock in a financing transaction.

“Proposed Bylaws” means the proposed amended and restated bylaws of New Space-Eyes, to be effective upon the Merger, a form of which is attached to this proxy statement/prospectus as Annex E.

“Proposed Certificate of Incorporation” means the proposed amended and restated certificate of incorporation of New Space-Eyes to be effective upon the Merger, a form of which is attached to this proxy statement/prospectus as Annex D.

“Proposed Governing Documents” means the Proposed Certificate of Incorporation and the Proposed Bylaws.

“Public Shareholders” means the holders of Class A Ordinary Shares that were sold in the McKinley IPO (whether they were purchased in the McKinley IPO or thereafter in the open market).

“Record Date” means [    ], 2026.

“Redemption” means the redemption of Class A Ordinary Shares for the Redemption Price.

“Redemption Deadline” means 5:00 p.m., Eastern Time, on [    ], 2026 (two business days before the Shareholder Meeting).

“Redemption Price” means the 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 Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Space-Eyes to pay Space-Eyes’ taxes, divided by the number of then outstanding Class A Ordinary Shares.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Shareholder Meeting” means the Shareholder Meeting of McKinley at 10:00 a.m., Eastern Time, on [    ], 2026, at the offices of Loeb & Loeb LLP located at 345 Park Avenue, New York, New York, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.

“Space-Eyes” means Space-Eyes, Inc., a Delaware corporation.

“Space-Eyes Board” means the board of directors of Space-Eyes.

“Space-Eyes Common Stock” means the common stock of Space-Eyes, par value $0.001 per share.

“Sponsor” means McKinley Partners LLC, a Delaware limited liability company.

“Stock Incentive Plan” means the Space-Eyes, Inc. 2026 Omnibus Incentive Compensation Plan, a form of which is attached hereto as Annex I.

“Stock Incentive Plan Proposal” means the proposal as an ordinary resolution to approve and adopt the Stock Incentive Plan.

“Transfer Agent” means Odyssey.

“Trust Account” means the trust account established at the consummation of the McKinley IPO that holds the proceeds of the McKinley IPO and is maintained by Odyssey, acting as trustee.

“[    ]” means [    ], McKinley’s proxy solicitor.

TRADEMARKS

This proxy statement/prospectus includes references to the trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks, trade names and service marks. McKinley does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Shareholder Meeting and the proposals to be presented at the Shareholder Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to McKinley shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein.

Q:     Why am I receiving this proxy statement/prospectus?

A:     McKinley is proposing to consummate a business combination with Space-Eyes. McKinley, Merger Sub and Space-Eyes have entered into the Business Combination Agreement, the terms of which are described in this proxy statement/prospectus. You are being asked to consider and vote on the Business Combination. The Business Combination Agreement, among other things, provides for the Domestication and the Merger of Merger Sub with and into Space-Eyes, with Space-Eyes being the surviving company and continuing as a direct, wholly-owned subsidiary of McKinley. McKinley will hold the Shareholder Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Business Combination Agreement and you are receiving this proxy statement/prospectus in connection with such meeting. See the section entitled “Proposal No. 1 — The Business Combination Proposal” of this proxy statement/prospectus for additional information. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. We urge you to care-fully read this proxy statement/prospectus and the Business Combination Agreement in their entirety.

McKinley is sending this proxy statement/prospectus to its shareholders to help them decide how to vote their McKinley Ordinary Shares with respect to the matters to be considered at the Shareholder Meeting. The Business Combination cannot be completed unless McKinley’s shareholders approve the Condition Precedent Proposals set forth in this proxy statement/prospectus. Information about the Shareholder Meeting, the Business Combination and the other business to be considered by shareholders at the Shareholder Meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement and a prospectus of McKinley. It is a proxy statement because the McKinley Board is soliciting proxies from its shareholders using this proxy statement/prospectus. It is a prospectus because McKinley, in connection with the Business Combination, is offering shares of New Space-Eyes Common Stock in exchange for the McKinley Ordinary Shares and certain of the shares of Space-Eyes Common Stock outstanding as of the relevant times as described in this proxy statement/prospectus. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Consideration to be Received in the Business Combination” of this proxy statement/prospectus for additional information.

YOUR VOTE IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q:     Why is McKinley proposing the Business Combination?

A:     McKinley is a blank check company incorporated as a Cayman Islands exempted company on March 27, 2025. McKinley was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

The McKinley IPO was completed on August 13, 2025. A total of $172,500,000 was placed in the Trust Account. Since the McKinley IPO, McKinley’s activity has been limited to the evaluation of business combination candidates.

Space-Eyes, Inc., a Delaware corporation, is a U.S. geospatial intelligence and technology company delivering space-driven awareness for high-stakes environments through advanced analytics and multi-sensor integration. The company develops data-driven systems that prioritize accuracy, integrity, and operational usefulness to support decision-makers. Its work spans maritime operations, disaster monitoring, and defense

and security missions. With continued investment in analytics, sensor fusion, and space-layer infrastructure, Space-Eyes is building intelligence systems designed for scale, reliability, and mission impact.. Based on its due diligence investigations of Space-Eyes and the industry in which it operates, including the financial and other information provided by Space-Eyes in the course of their negotiations in connection with the Business Combination Agreement, McKinley believes that Space-Eyes aligns well with the objectives laid out in its investment thesis.

See “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Proposal No. 1 — The Business Combination Proposal — The McKinley Board’s Reasons for the Approval of the Business Combination.”

Q:     What will Space-Eyes equity holders receive in return for the acquisition of Space-Eyes by McKinley?

A:     Pursuant to the Business Combination Agreement, the aggregate consideration payable or issuable by McKinley in exchange for all of the outstanding equity interests of Space-Eyes is $275 million in aggregate consideration (the “Aggregate Base Consideration”) in the form of newly-issued shares of New Space-Eyes Common Stock, calculated based on a price of $10.00 per share.

For further details, see the section titled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Consideration to be Received in the Business Combination.”

Q:     Did the McKinley Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     No. McKinley’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. McKinley’s management and directors have substantial experience in evaluating the operating and financial merits of companies and concluded that their experience and backgrounds, together with the experience and expertise of McKinley’s advisors and McKinley’s due diligence investigation of Space-Eyes, enabled them to make the necessary analyses and determinations regarding the Business Combination.

Q:     What equity stake will current McKinley shareholders and Space-Eyes shareholders hold in New Space-Eyes immediately after the consummation of the Business Combination?

A:     As of the date of this proxy statement/prospectus, there are (i) [    ] Class A Ordinary Shares issued and outstanding and (ii) [    ] Class B Ordinary Shares issued and outstanding. In addition, as of the date of this proxy statement/prospectus, there are outstanding [    ] McKinley Rights outstanding with each Right entitling the holder to one-tenth of one Class A Ordinary Share. Each ten Rights will convert into one share of New Space-Eyes Common Stock. Therefore, as of the date of this proxy statement/prospectus (assuming that none of the Class A Ordinary Shares are redeemed in connection with the Business Combination), McKinley’s fully-diluted share capital (after giving effect to the conversion of the Rights) would be [    ] McKinley Ordinary Shares.

The following table illustrates varying ownership levels in New Space-Eyes Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the Public Shareholders and the following additional assumptions: (i) 17,250,000 shares of New Space-Eyes Common Stock are issued to the Space-Eyes shareholders at Closing in both a no redemption scenario and a maximum redemption scenario; (ii) and 1,725,000 shares of New Space-Eyes Common Stock have been issued in exchange for the McKinley Rights.

Based on these assumptions, and assuming that no outstanding Class A Ordinary Shares are redeemed in connection with the Business Combination, there would be approximately 1,725,000 shares of New Space-Eyes Common Stock outstanding immediately following the consummation of the Business Combination. If the actual facts are different than these assumptions, the ownership percentages in New Space-Eyes will be different.

____________

(1)      Included within the 27,500,000 shares of Aggregate Transaction Consideration in the No Redemptions Scenario are (i) 25,683,508 shares of New Space-Eyes Common Stock issued in exchange for the 6,209,083 shares of Space-Eyes Common Stock assumed to be issued and outstanding immediately prior to the Closing, after giving effect to the Exchange Ratio, and (ii) 1,816,492 shares of New Space-Eyes Common Stock issued upon conversion of the Space-Eyes Notes. Included within the 6,209,083 shares of Space-Eyes Common Stock assumed issued and outstanding immediately prior to Closing are 1,209,083 shares issued to the PIPE Investor pursuant to the Securities Purchase Agreement, which, upon consummation of the Business Combination, are converted into 5,001,301 shares of New Space-Eyes Common Stock based on the Exchange Ratio, resulting in the PIPE Investor holding approximately 9.9% (when including 300,000 shares of McKinley Class A Ordinary Shares subject to possible redemption held by the PIPE Investor (see Footnote 4)) of the outstanding New Space-Eyes Common Stock. Not included are warrants to purchase 908,246 shares of common stock of the New Space-Eyes at an exercise price of $11.00 per share and warrants to purchase 181,649 shares of common stock of New Space-Eyes at an exercise price of $5.50 per share.

(2)      Included within the 27,500,000 shares of Aggregate Transaction Consideration in the 50% Redemptions Scenario are (i) 25,683,508 shares of New Space-Eyes Common Stock issued in exchange for the 6,004,620 shares of Space-Eyes Common Stock assumed to be issued and outstanding immediately prior to the Closing, after giving effect to the Exchange Ratio, and (ii) 1,816,492 shares of New Space-Eyes Common Stock issued upon conversion of the Space-Eyes Notes. Included within the 6,004,620 shares of Space-Eyes Common Stock assumed issued and outstanding immediately prior to Closing are 1,004,620 shares issued to the PIPE Investor pursuant to the Securities Purchase Agreement, which, upon consummation of the Business Combination, are converted into 4,297,052 shares of New Space-Eyes Common Stock based on the Exchange Ratio, resulting in the PIPE Investor holding approximately 9.9% (when including 150,000 shares of McKinley Class A Ordinary Shares subject to possible redemption held by the PIPE Investor (see Footnote 5)) of the outstanding New Space-Eyes Common Stock.

(3)      Included within the 27,500,000 shares of Aggregate Transaction Consideration in the Maximum Redemptions Scenario are (i) 25,683,508 shares of New Space-Eyes Common Stock issued in exchange for the 5,813,680 shares of Space-Eyes Common Stock assumed to be issued and outstanding immediately prior to the Closing, after giving effect to the Exchange Ratio, and (ii) 1,816,492 shares of New Space-Eyes Common Stock issued upon conversion of the Space-Eyes Notes. Included within the 5,813,680 shares of Space-Eyes Common Stock assumed issued and outstanding immediately prior to Closing are 813,680 shares issued to the PIPE Investor pursuant to the Securities Purchase Agreement, which, upon consummation of the Business Combination, are converted into 3,594,652 shares of New Space-Eyes Common Stock based on the Exchange Ratio, resulting in the PIPE Investor holding approximately 9.9% of the outstanding New Space-Eyes Common Stock.

(4)      Consists of, in the No Redemptions Scenario, (i) 17,250,000 shares of McKinley Class A Ordinary Shares subject to possible redemption which Public Shareholders elected not to redeem in connection with the Business Combination and which will convert on a one-for-one basis into shares of New Space-Eyes Common Stock upon the Domestication, and (ii) 1,725,000 shares of New Space-Eyes Common Stock underlying 17,250,000 Domesticated Rights, each of which will automatically convert into one-tenth of one share of New Space-Eyes Common Stock upon the Closing of the Business Combination.

(5)      Consists of, in the 50% Redemptions Scenario, (i) 8,625,000 shares of McKinley Class A Ordinary Shares subject to possible redemption which Public Shareholders elected not to redeem in connection with the Business Combination and which will convert on a one-for-one basis into shares of New Space-Eyes Common Stock upon the Domestication, and (ii) 1,725,000 shares of New Space-Eyes Common Stock underlying 17,250,000 Domesticated Rights, each of which will automatically convert into one-tenth of one share of New Space-Eyes Common Stock upon the Closing of the Business Combination.

(6)      Consists of, in the Maximum Redemptions Scenario 1,725,000 shares of New Space-Eyes Common Stock underlying 17,250,000 Domesticated Rights, each of which will automatically convert into one-tenth of one share of New Space-Eyes Common Stock upon the Closing of the Business Combination.

(7)      Consists of (i) 6,343,103 McKinley Class B Ordinary Shares held by the Sponsor, which will convert, on a one-for-one basis into shares of Domesticated Class B Common Stock upon the Domestication and then convert, on a one-for-one basis, into shares of New Space-Eyes Common Stock immediately prior to the Effective Time, (ii) 42,500 McKinley Class A Ordinary Shares held by the Sponsor following the forfeiture of 50,000 McKinley Class A Ordinary Shares by the Sponsor due to non-funding of the Private Placement Units Note, which will convert on a one-for-one basis into shares of New Space-Eyes Common Stock upon the Domestication, and (iii) 4,250 shares of New Space-Eyes Common Stock underlying 42,500 Domesticated Rights held by the Sponsor following the Domestication and forfeiture of 50,000 McKinley Rights held by the Sponsor due to non-funding of the Private Placement Units Note, each of which will automatically convert into one-tenth of one share of New Space-Eyes Common Stock upon the Closing of the Business Combination.

(8)      Consists of (i) 327,500 McKinley Class A Ordinary Shares held by non-managing sponsor investors and (ii) 32,750 shares of New Space-Eyes Common Stock underlying 327,500 Domesticated Rights held by non-managing sponsor investors following the Domestication. These McKinley Class A Ordinary Shares will be automatically converted on a one-for-one basis into shares of New Space-Eyes Common Stock upon the Domestication. The 327,500 Private Placement Rights will each convert into one-tenth of one share of New Space-Eyes Common Stock upon the Closing of the Business Combination.

(9)      Consists of (i) 131,250 McKinley Class A Ordinary Shares held by the Underwriters, (ii) 200,000 McKinley Class B Ordinary Shares held by the Underwriters, and (iii) 4,500 shares of New Space-Eyes Common Stock underlying 45,000 Domesticated Rights held by the Underwriters. The 131,250 McKinley Class A Ordinary Shares will be automatically converted on a one-for-one basis into shares of New Space-Eyes Common Stock upon the Domestication. The 200,000 McKinley Class B Ordinary Shares will be automatically converted on a one-for-one basis into shares of Domesticated Class B Common Stock upon the Domestication, which will convert, on a one-for-one basis into shares of New Space-Eyes Common Stock immediately prior to the Effective Time. The 45,000 Domesticated Rights will each automatically convert into one-tenth of one share of New Space-Eyes Common Stock upon the Closing of the Business Combination.

The numbers of shares set forth above have been presented for illustrative purposes only and do not necessarily reflect what New Space-Eyes’ share ownership will be after the Closing. For more information about the consideration to be received in the Business Combination, these scenarios and the underlying assumptions, see “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement-Consideration to be Received in the Business Combination.”

Q.     What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A.     Our Public Shareholders are not required to vote “AGAINST” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders.

If a Public Shareholder exercises its redemption rights, such exercise will not result in the loss of any McKinley Rights that it may hold. Upon the Closing, the outstanding McKinley Rights will convert into 1,766,500 shares of New Space-Eyes Common Stock regardless of whether the holder has chosen to redeem its shares.

Additionally, as a result of redemptions, the trading market for the New Space-Eyes Common Stock may be less liquid than the market for the Class A Ordinary Shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for the Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into New Space-Eyes business will be reduced.

The below sensitivity table shows the potential impact of redemptions on the pro forma book value per share of the shares owned by non-redeeming shareholders in a no redemptions scenario, a 50% redemptions scenario, and a maximum redemptions scenario. The sensitivity table below also sets forth (x) the potential

additional dilutive impact of each of the below additional dilution sources in each redemption scenario, and (y) the second table shows the effective deferred underwriting fee percentage incurred in connection with the McKinley IPO in each redemption scenario (in thousands, except for share data).

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(1)      This scenario assumes that no Class A Ordinary Shares are redeemed by the Public Shareholders.

(2)      Assumes that approximately 8,625,000 Class A Ordinary Shares outstanding are redeemed for an aggregate payment of approximately $88.3 million (based on the estimated per share redemption price of approximately $10.24 per share as of March 31, 2026) from the Trust Account.

(3)      Assumes that approximately 17,250,000 Class A Ordinary Shares outstanding are redeemed for an aggregate payment of approximately $176.7 million (based on the estimated per share redemption price of approximately $10.24 per share as of March 31, 2026) from the Trust Account.

(4)      Includes 1,725,000 shares of New Space-Eyes Common Stock to be issued pursuant to the Public Rights.

(5)      Pro forma equity value shown at $10.00 per share in the No Redemptions Scenario, the 50% Redemptions Scenario and the Maximum Redemptions Scenario.

(6)      Represents 1,198,117 Space-Eyes Warrants to purchase New Space-Eyes Common Stock assumed to be outstanding immediately prior to the Closing, which will be assumed by McKinley in the Business Combination and represent 1,198,117 New Space-Eyes Warrants at Closing.

(7)      Represents up to 8,000,000 contingent Earn-Out Shares that may become issuable to certain former Space-Eyes stockholders following the Closing upon achievement of specified VWAP milestones of New Space-Eyes Common Stock during the five-year earnout period.

(8)      Represents additional shares that could become issuable to the PIPE Investor pursuant to the share maintenance provisions of the Securities Purchase Agreement. The amounts presented reflect the incremental shares that may be issued to maintain the PIPE Investor’s ownership at approximately 9.9% of the outstanding shares of New Space-Eyes Common Stock upon the issuance of other dilutive securities, including warrants and Earn-Out Shares.

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(1)      Pursuant to the underwriting agreement, the deferred underwriting commission payable at Closing is reduced by $0.30 for each redeemed Public Share.

Q:     Why is McKinley proposing the Domestication?

A:     The McKinley Board believes that it would be in the best interest of McKinley and the continuing company to effect a change of our domicile to Delaware. The McKinley Board believes that Delaware provides a recognized body of corporate law that will facilitate corporate governance by the officers and directors. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate there and, in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many major corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the procedures McKinley is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in that state and consequently its popularity as the state of incorporation, the Delaware courts have developed a considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the DGCL and establishing public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to corporate legal affairs. For more information, see “Proposal No. 2 — The Domestication Proposal — Reasons for the Domestication.”

To effect the Domestication, we will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued McKinley Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Abstentions will be considered present for the purpose of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Domestication Proposal as a matter of Cayman Islands law.

Q:     How will the Domestication affect my ordinary shares, rights and units?

A:     In connection with the Domestication, on the Closing Date and prior to the Effective Time, (i) all of the then issued and outstanding McKinley Ordinary Shares will be converted into shares of New Space-Eyes Common Stock on a one-for-one basis, (ii) each issued and outstanding Right to receive one-tenth of one McKinley Class A Ordinary Share will be converted into one Right to receive one-tenth of one share of New Space-Eyes Common Stock, and (iii) each issued and outstanding McKinley Public Unit that has not been previously separated into the underlying Class A Ordinary Share and underlying McKinley Right will be separated and will entitle the holder thereof to the component securities. See “Proposal No. 2 — Domestication Proposal.”

Q:     What interests do the Sponsor, our current officers, directors and advisors, and Space-Eyes’ current owners have in the Business Combination?

A:     Since the Sponsor, its affiliates, representatives and the McKinley officers, directors and advisors (the “Sponsor Related Parties”), have interests that are different, or in addition to (and which may conflict with), the interests of the other holders of McKinley Ordinary Shares, a conflict of interest may exist in determining

whether the Business Combination with Space-Eyes is appropriate. Such interests include that the Sponsor Related Parties will lose their entire investment in McKinley if McKinley does not complete a business combination. When you consider the recommendation of the McKinley Board in favor of approval of the Business Combination Proposal and the other proposals, you should keep in mind that the Sponsor Related Parties have interests in such proposals that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

•        unless McKinley consummates an initial business combination, the Sponsor and McKinley’s officers and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds from the McKinley IPO and private placement not deposited in the Trust Account. [As of August [    ], 2026, no such reimbursable out-of-pocket expenses have been incurred];

•        the fact that McKinley also 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 McKinley IPO until the earlier of McKinley’s consummation of an initial business combination or its liquidation. Accordingly, assuming the consummation of McKinley’s initial business combination takes until August 13, 2027, the Sponsor will be paid a total of approximately $240,000 for these services;

•        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 McKinley 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 McKinley Ordinary Shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances;

•        based on the difference in the purchase price of $25,000 (or approximately $0.004 per share) that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per McKinley Public Unit sold in the McKinley IPO, the Sponsor may earn a positive rate of return even if the share price of the combined company after the closing of a business combination falls below the price initially paid for the McKinley Public Units in the McKinley IPO and the public investors experience a negative rate of return following the closing of a business combination, even though there are restrictions on the Sponsor’s ability to transfer the Founder Shares under the lock-up agreements described elsewhere in this proxy statement/prospectus;

•        the fact that the Sponsor currently holds 465,000 Private Placement Units, which were purchased at a price of $10.00 per unit, or an aggregate value of $4,650,000 ($500,000 of which has not yet been received, representative of the Private Placement Units Note issued to the Sponsor) and which have no redemption rights upon McKinley’s liquidation and will be worthless if no business combination is effected;

•        the fact that, if the Trust Account is liquidated, including in the event we are unable to consummate the Business Combination or an initial business combination by August 13, 2027 (the “Combination Period”), the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third-party vendors or service providers (other than our independent registered public accounting firm) for services rendered or products sold to us, but only if such target business, vendor or service provider has not executed a waiver of any and all of its rights to seek access to the Trust Account;

•        the fact that the Sponsor currently holds an aggregate of 6,763,103 shares of McKinley Ordinary Shares, including 420,000 Class A Ordinary Shares underlying the 420,000 McKinley Private Placement Units. As of August [    ], 2026, such shares had an aggregate market value of approximately $67.4 million and the McKinley Private Placement Rights had an aggregate market value of approximately $54,558, based on a market price of $9.97 per share of Class A Ordinary Shares and a market price of $0.1299 per right on August [    ], 2026, respectively;

•        the continued indemnification of McKinley’s executive officers and directors and the continuation of McKinley’s executive officers’ and directors’ liability insurance following the consummation of the Business Combination;

•        the fact that the Sponsor and McKinley executive officers and directors have agreed, for no consideration, not to redeem any of the Founder Shares in connection with a stockholder vote to approve the Business Combination and such Founder Shares will be worthless if no business combination is effected by McKinley by August 13, 2027; and

•        the fact that certain officers and directors of McKinley have an economic interest in the Founder Shares and McKinley Private Placement Units owned by Sponsor as a result of their direct or indirect membership interests in the Sponsor, but do not beneficially own any McKinley Ordinary Shares held by the Sponsor other than Peter Wright who may be deemed to beneficially own McKinley Ordinary Shares owned by the Sponsor as the managing member of the Sponsor. The economic interest (or deemed economic interest) of these individuals in the Founder Shares McKinley Private Placement Units retained by the Sponsor is shown below:

In light of the foregoing, the Sponsor and McKinley’s directors, executive officers and advisors will receive material benefits from the completion of the Business Combination and may be incentivized to complete the Business Combination with Space-Eyes rather than liquidate even if (i) Space-Eyes is a less favorable target company or (ii) the terms of the Business Combination are less favorable to the shareholders. As a result, our Sponsor, directors, officers and advisors may have interests in the completion of the Business Combination that are materially different than, and may conflict with, the interests of other stockholders. Further, the Sponsor and McKinley’s directors and executive officers who hold Founder Shares and/or McKinley Private Placement Units may receive a positive return on the Founder Shares and McKinley Private Placement Units even if McKinley’s public shareholders experience a negative return on their investment after consummation of the Business Combination. See “Risk Factors — Risks Relating to the New Space-Eyes Common Stock Following the Business Combination — The Sponsor and McKinley’s directors and executive officers who hold Founder Shares may receive a positive rate of return on the Founder Shares even if McKinley’s public stockholders experience a negative return on their investment after consummation of the Business Combination.”

These interests may influence McKinley’s directors in making their recommendation that you vote in favor of these proposals. These interests were considered by the McKinley board of directors when it

approved the Business Combination. See the section entitled “Proposal No. 1: The Business Combination Proposal — Interests of McKinley’s Directors and Executive Officers in the Business Combination” in the accompanying joint proxy statement/prospectus for a further discussion of these considerations.

The McKinley Board concluded that the potentially disparate interests would be mitigated because (i) these interests were disclosed in the prospectus for McKinley’s IPO and are disclosed in this proxy statement/prospectus, (ii) most of these disparate interests would exist with respect to a business combination by McKinley with any other target business or businesses, and (iii) the Sponsor will hold equity interests in New Space-Eyes with value that, after the Closing, will be based on the future performance of New Space-Eyes Common Stock. In addition, McKinley’s independent directors reviewed and considered these interests during their evaluation of the Business Combination and in unanimously approving, as members of the McKinley Board, the Business Combination Agreement and the related agreements and the transactions contemplated thereby, including the Business Combination.

Based on its review of the forgoing considerations, the McKinley Board concluded that the potentially negative factors associated with the Business Combination were outweighed by the potential benefits that it expects the McKinley shareholders will receive as a result of the Business Combination. The McKinley Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

For more information about the factors the McKinley Board considered in evaluating and recommending the Business Combination to the McKinley shareholders, see sections entitled “Proposal No. 1 — The Business Combination Proposal — The McKinley Board’s Reasons for the Approval of the Business Combination”, “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Proposal No. 1 — The Business Combination Proposal — Conflicts of Interest and Waiver of Corporate Opportunity Doctrine.”

Q:     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:     As of [    ], 2026, there were investments and cash held in the Trust Account of approximately $[    ] million. These funds will not be released until the earlier of the completion of our initial business combination or the redemption of our Class A Ordinary Shares if we are unable to complete an initial business combination by [    ], although we may withdraw the interest earned on the funds held in the Trust Account to pay taxes.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     The Closing is subject to certain customary conditions, including, among other things: (i) approval by McKinley’s shareholders of the Business Combination Agreement, the Business Combination and certain other actions related thereto; (ii) approval by Space-Eyes’ stockholders of the Business Combination Agreement, the Business Combination and certain other actions related thereto; (iii) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (iv) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part and no stop order in connection therewith; (v) the absence of any material adverse effect that is continuing with respect to Space-Eyes or McKinley, between the date of the Business Combination Agreement and the date of the Closing; (vi) the shares of the New Space-Eyes Common Stock to be issued in connection with the Business Combination having been approved for listing by the Nasdaq Stock Market LLC subject only to official notice of issuance thereof; (vii) the accuracy of representation and warranties made by the parties subject to the materiality and other standards set forth in the Business Combination Agreement; and (viii) the exchange of certain specified closing documents.

Q:     What happens if the Business Combination is not consummated?

A:     McKinley will not complete the Business Combination unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If we are not able to complete the Business Combination or another initial business combination by August 13, 2027 (or such later date that shareholders may approve an extension to),

we will cease all operations except for the purpose of winding up and redeeming our Class A Ordinary Shares and liquidating the Trust Account, in which case our Public Shareholders may only receive their pro rata portion of the Trust Account (which, for illustrative purposes, was approximately $[    ] per share as of [    ], 2026), and the McKinley Rights will expire worthless.

Q:     When do you expect the Business Combination to be completed?