On 30 July 2026 McKinley Acquisition Corporation and Space-Eyes, Inc. signed a business combination agreement fixing a contractual equity value of $275,000,000 for Space-Eyes, and on 12 August 2026, at 16:07 Eastern Time, the parties filed an initial registration statement on Form S-4. Against that $275 million sits $176,657,691 of trust capital measured at 31 March 2026 and $178,185,780 measured at 30 June, and $83,660,130.72 of senior secured convertible note principal issued for $75,000,000 of cash. The structural constraint is stated in the note itself: the cash raised is paid into an account from which release is conditioned on the company’s own shares trading above $7.00 and turning over more than $5,000,000 a day, on each of twenty-five consecutive trading days. The question the transaction leaves open is therefore not whether a $638 million headline can attract capital, but whether capital whose release depends on the share price of a newly listed company can fund the qualification, contracting and delivery sequence that would justify that price.
The report proceeds in six parts. It first separates the four monetary quantities in circulation — the contractual equity value, the announced pro-forma valuation, the announced implied enterprise value and the arithmetic maximum of trust and financing cash — working from the Business Combination Agreement, the joint press release, the Form 8-K and the registration fee exhibit. It then reads the Form of Senior Secured Convertible Note due 2031 and the Form of Warrant against each other to establish how the financing sequences the use of proceeds. It sets the ownership and governance position against the Stockholder Support Agreement, the Sponsor Support Agreement, the Amended and Restated Registration Rights Agreement and the registration statement’s own dilution and board determination disclosures. It then reads the federal award record on the Small Business Administration’s SBIR portfolio, and the authorisation environment created by the Departments of Homeland Security and Justice in the interim final rule at 91 Federal Register 41466. It closes on the regime rather than on the transaction.