S-4 S-4 EX-FILING FEES 0002067592 McKinley Acquisition Corp N/A N/A 0002067592 2026-08-11 2026-08-11 0002067592 1 2026-08-11 2026-08-11 0002067592 2 2026-08-11 2026-08-11 0002067592 3 2026-08-11 2026-08-11 0002067592 4 2026-08-11 2026-08-11 0002067592 5 2026-08-11 2026-08-11 0002067592 6 2026-08-11 2026-08-11 0002067592 7 2026-08-11 2026-08-11 0002067592 8 2026-08-11 2026-08-11 0002067592 9 2026-08-11 2026-08-11 0002067592 10 2026-08-11 2026-08-11 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-4

McKinley Acquisition Corp

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common Stock Other 27,500,000 $ 9,075.00 0.0001381 $ 1.25
Fees to be Paid 2 Debt Senior Secured Convertible Note due 2031 457(o) $ 83,660,131.00 0.0001381 $ 11,553.46
Fees to be Paid 3 Equity Shares of Common Stock underlying the Senior Secured Convertible Note due 2031 457(o) 13,943,355 $ 0.00 0.0001381 $ 0.00
Fees to be Paid 4 Equity Warrants to Purchase Common Stock Other 6,971,678 $ 0.00 0.0001381 $ 0.00
Fees to be Paid 5 Equity Warrants to Purchase Common Stock Other 908,246 $ 0.00 0.0001381 $ 0.00
Fees to be Paid 6 Equity Warrants to Purchase Common Stock Other 181,650 $ 0.00 0.0001381 $ 0.00
Fees to be Paid 7 Equity Common Stock, $0.0001 par value 457(a) 17,801,250 $ 182,106,787.50 0.0001381 $ 25,148.95
Fees to be Paid 8 Equity Common Stock, $0.0001 par value 457(a) 6,543,103 $ 66,935,943.69 0.0001381 $ 9,243.85
Fees to be Paid 9 Equity Rights 457(a) 17,715,000 $ 4,428,750.00 0.0001381 $ 611.61
Fees to be Paid 10 Equity Common Stock, $0.0001 par value 457(a) 1,771,500 $ 18,122,445.00 0.0001381 $ 2,502.71
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 355,263,132.19

$ 49,061.83

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 49,061.83

Offering Note

1

Rule 457(f) Fee Calculation Details

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. Prior to the consummation of the business combination described in the proxy statement/prospectus forming part of this registration statement (the "proxy statement/prospectus"), McKinley Acquisition Corp. ("McKinley") intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which McKinley's jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the "Domestication"). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the proxy statement/prospectus. All securities being registered will be issued by the post-Domestication entity as described in this proxy statement/prospectus. Represents 25,683,508 shares of common stock of McKinley issuable to former stockholders of Space-Eyes, Inc. ("Space-Eyes") and 1,816,492 shares of common stock of McKinley issuable to holders of amended and restated senior subordinated convertible notes of Space-Eyes, pursuant to the business combination agreement, dated as of July 30, 2026, by and among McKinley Acquisition Corporation, McKinley Acquisition Merger Sub Inc. and Space-Eyes. Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act. Space-Eyes is a private company, no market exists for its securities, and Space-Eyes has an accumulated deficit. Therefore, the proposed maximum aggregate offering price of SPAC-Eyes shares is one-third of the aggregate par value of the shares of Space-Eyes stock expected to be exchanged in the Business Combination.
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
27,500,000 $ 0.00033 $ 9,075.00 $ 9,075.00

2

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

3

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. Consists of 200% of the number of shares of common stock of McKinley issuable upon conversion of the Senior Secured Convertible Note due 2031.

4

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. Pursuant to Rule 457(g) of the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price of the McKinley Common Stock underlying the Warrants issued to funds managed, advised, or sub-advised by JBA Asset Management LLC ("JB Asset Management") is calculated on the basis of the exercise price of $12.00 per share. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the warrants has been allocated to the underlying shares of McKinley Common Stock and those shares of Mckinley Common Stock are included in the registration fee. Represents the maximum number of shares of McKinley Common Stock issuable upon exercise of the JBA Asset Management Warrants pursuant to their terms. Each whole Warrant will entitle the warrant holder to purchase one share of McKinley Common Stock at a price of $12.00 per share.

5

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions Pursuant to Rule 457(g) of the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price of the McKinley Common Stock underlying the Warrants issued to certain bridge investors of Space-Eyes is calculated on the basis of the exercise price of $11.00 per share. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the Warrants has been allocated to the underlying shares of McKinley Common Stock and those shares of Mckinley Common Stock are included in the registration fee. Represents the maximum number of shares of McKinley Common Stock issuable upon exercise of the bridge investors of Space-Eyes Warrants pursuant to their terms. Each whole Warrant will entitle the warrant holder to purchase one share of McKinley Common Stock at a price of $11.00 per share.

6

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions Pursuant to Rule 457(g) of the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price of the McKinley Common Stock underlying the Warrants issued to Alexander Capital L.P. ("Alexander Capital") is calculated on the basis of the exercise price of $5.50 per share. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the warrants has been allocated to the underlying shares of McKinley Common Stock and those shares of Mckinley Common Stock are included in the registration fee Represents the maximum number of shares of McKinley Common Stock issuable upon exercise of the Alexander Capital Warrants pursuant to their terms. Each whole Warrant will entitle the warrant holder to purchase one share of McKinley Common Stock at a price of $5.50 per share

7

Rule 457(f) Fee Calculation Details

Represents the total number of MKLY Class A ordinary shares outstanding as of immediately prior to the closing of the Business Combination. Comprised of (A) 17,250,000 public shares, (B) 465,000 shares underlying private units, (C) 86,250 Representative Shares. Pursuant to Rule 145(a), the completion of the Business Combination is deemed to be an offer or sale of the securities in the combined company to the stockholders of FG Merger II Corp. Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(1) and Rule 457(c) based on the average of the high and low prices for MKLY Class A ordinary shares on the Nasdaq Global Market on August 7, 2026 of $10.23.
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
17,801,250 $ 10.23 $ 182,106,787.50 $ 182,106,787.50

8

Rule 457(f) Fee Calculation Details

Represents the total number of MKLY Class B ordinary shares, $0.0001 par value;. outstanding as of immediately prior to the closing of the Business Combination. Pursuant to Rule 145(a), the completion of the Business Combination is deemed to be an offer or sale of the securities in the combined company to the securities holders of FG Merger II Corp. Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(1) and Rule 457(c) based on the average of the high and low prices for MKLY Class A ordinary shares on the Nasdaq Global Market on August 7, 2026 of $10.23.
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
6,543,103 $ 10.23 $ 66,935,943.69 $ 66,935,943.69

9

Rule 457(f) Fee Calculation Details

Represents the total number of Rights of MKLY outstanding as of immediately prior to the closing of the Business Combination. Comprised of (A) 17,250,000 rights underlying public shares and (B) 465,000 rights underlying private units. Pursuant to Rule 145(a), the completion of the Business Combination is deemed to be an offer or sale of the securities in the combined company to the securities holders of FG Merger II Corp. Estimated solely for purposes of calculating the registration fee in accordance with Rule 457a) based on the average of the high and low prices for MKLY Rights on the Nasdaq Global Market on July 7, 2026 of $0.25.
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
17,715,000 $ 0.25 $ 4,428,750.00 $ 4,428,750.00

10

Rule 457(f) Fee Calculation Details

Represents the total number of shares of underlying the Rights. Comprised of (A) 1,725,000 shares converted from the 17,250,000 public rights and (B) 46,500 shares converted from the 465,000 rights underlying private units. Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(a)) based on the average of the high and low prices for MKLY Class A ordinary shares on the Nasdaq Global Market on August 7, 2026 of $10.23.
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
1,771,500 $ 10.23 $ 18,122,445.00 $ 18,122,445.00
Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date