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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

May 14, 2026

Date of Report (Date of earliest event reported)

 

McKinley Acquisition Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands   001-42799   98-1852078
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

75 Second Ave., Suite 605
Needham, MA
  02494
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 617-671-5148

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share   MKLY   The Nasdaq Stock Market LLC
Rights, one right to receive one-tenth (1/10th) of one Class A ordinary share   MKLYR   The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share and one right to receive one-tenth (1/10th) of one Class A ordinary shares   MKLYU   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

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 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

 

On May 14, 2026, the holders of Class B ordinary shares in McKinley Acquisition Corporation (the “Company”) appointed Joseph Shaposhnik as an additional independent director of the Company, and Mr. Shaposhnik consented to such appointment.

 

In addition, Mr. Shaposhnik was designated by the board of directors of the Company (the “Board”) as an additional Class I Director who shall stand elected for a term expiring at the Company’s first annual general meeting and the Board appointed Mr. Shaposhnik to the Audit Committee and the Compensation Committee.

 

Joseph Shaposhnik is the Founder and Portfolio Manager of Rainwater Equity, an asset management firm that invests in recurring revenue businesses built by exceptional leaders. Prior to founding Rainwater Equity, he established TCW Group’s New America business unit in 2015, where he served as Portfolio Manager for a range of investment strategies, including the TCW New America Premier Equities Fund/Compounders ETF (GRW), Global Premier Sustainable Equities UCITS, and Global Space Technology Equities portfolios. Before joining TCW Group in 2011, Mr. Shaposhnik was an Equity Research Associate at Fidelity Investments, where he covered the semiconductor and entertainment software industries for the firm’s U.S. domestic equity funds. Mr. Shaposhnik holds a B.S. in Business Administration from the Haas School of Business at the University of California, Berkeley and an MBA from the UCLA Anderson School of Management.

 

There are no arrangements or understandings between Mr. Shaposhnik and any other person pursuant to which he was appointed to serve as a director of the Board and Mr. Shaposhnik does not have a direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Shaposhnik and any director or executive officer of the Company.

 

Mr. Shaposhnik will receive interests in McKinley Partners, LLC, the Company’s sponsor, for his service as a director of the Company.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 18, 2026  
     
MCKINLEY ACQUISITION CORPORATION  
     
By: /s/ Peter Wright  
Name:  Peter Wright  
Title: Chief Executive Officer  

 

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