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 June 5, 2025

Peter Wright
Chief Executive Officer
McKinley Acquisition Corporation
75 Second Ave., Suite 605
Needham, MA 02494

 Re: McKinley Acquisition Corporation
 Draft Registration Statement on Form S-1
 Submitted May 9, 2025
 CIK No. 0002067592
Dear Peter Wright:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted May 9, 2025
Cover Page

1. Where you provide a cross-reference to the locations of related
disclosures regarding
 conflicts of interest, please expand to include a cross-reference to
related disclosures
 in the summary. See Item 1602(a)(5) of Regulation S-K.
2. As applicable, please revise to reconcile inconsistent disclosures
regarding the terms
 of the underwriting agreement. More specifically, your disclosure here
and on page
 181 states that the current portion of the underwriting discounts and
commissions will
 depend on the amount of the sponsor's purchase price of the private
placement units
 sourced by the underwriters. However, your disclosure in the notes to
the financial
 statements on page F-15 includes no such condition to the underwriter's
entitlement to
 the current portion of the underwriting discount.
 June 5, 2025
Page 2

Summary
Our Company, page 2

3. We note statements here and elsewhere that your sponsor group comprises
your
 management team, board of directors, and strategic advisors. Please
identify these
 strategic advisors, their role, and whether they will receive any
compensation for their
 services in this offering or in connection with the initial business
combination.
Prior SPAC Experience, page 8

4. Please revise to more fully discuss the prior SPAC experience of your
sponsor, its
 affiliates, and any promoters, as applicable. For example, we note that
Mr. Dooley
 appears to be the CEO of Everest Consolidator Acquisition Corporation,
which
 pursued a business combination with Unifund Financial Technologies, Inc.
We also
 note that Mr. Rosenzweig was the CFO of Home Plate Acquisition
Corporation,
 which appears to have liquidated. See Item 1603(a)(3) of Regulation S-K.
Initial Business Combination, page 10

5. Please revise to reconcile your statements on page 13 and elsewhere that
you do not
 believe the fiduciary duties or contractual obligations of your officers
or directors will
 materially affect your ability to complete your initial business
combination, including
 because you will have priority over any other SPACs they subsequently
join, with
 your statement on page 73 that your sponsor, officers and directors have
complete
 discretion as to which blank check company they choose to pursue a
business
 combination and the order in which they pursue business combinations for
any of
 their existing or future blank check companies.
Additional Financing, page 13

6. Please expand to briefly describe how the terms of additional financings
may impact
 unaffiliated security holders. See Item 1602(b)(5) of Regulation S-K.
Sponsor Information, page 13

7. Please revise your tabular disclosure on page 14 to include the
anti-dilution rights of
 the founder shares and the $10,000 monthly fee you will pay to your
sponsor for
 technology, software, computer systems, administrative support,
secretarial services
 and infrastructure. Outside of the table, revise to more fully describe
the extent to
 which this compensation and securities issuance may result in a material
dilution of
 the purchasers' equity interests, including as a result of the
anti-dilution rights and any
 share capitalization or share repurchase or redemption if you increase
or decrease the
 size of the offering. See Item 1602(b)(6) of Regulation S-K.
8. Please revise your tabular disclosure on pages 15-16 and 110-111 to
identify your
 directors and officers subject to the transfer restrictions. See Item
1603(a)(9) of
 Regulation S-K.
Founder shares conversion and anti-dilution rights, page 21

9. Regarding the anti-dilution rights of founder shares as discussed here
and elsewhere,
 with respect to clause (iii) describing the subtraction of shares
redeemed in connection
 June 5, 2025
Page 3

 with the business combination, please clarify whether redemptions made
in
 connection with a charter amendment will also be subtracted in the
calculation of the
 adjustment.
Payments to insiders, page 36

10. Please expand to disclose the $10,000 monthly fee you will pay to your
sponsor for
 technology, software, computer systems, administrative support,
secretarial services
 and infrastructure, as you state elsewhere.
Conflicts of Interest, page 37

11. Please revise to also disclose conflicts of interest relating to fees,
reimbursements or
 cash payments to your sponsor, officers or directors, or your advisors
or their
 affiliates, for services rendered to you prior to or in connection with
the completion of
 your initial business combination, as referenced on page 36. In
addition, where you
 discuss the differing interests your executive officers and directors
may have in
 connection with the business combination, please revise to disclose the
nominal price
 paid for the founder shares. See Item 1602(b)(7) of Regulation S-K.
Risks
Summary of Risk Factors, page 41

12. Please expand the fifth bullet point on page 41 to highlight that you
may not need any
 public shares in addition to the founder shares to approve an initial
business
 combination.
Risk Factors
We may issue our shares to investors in connection with . . ., page 59

13. Please expand to disclose the impact to you and investors of PIPE
issuances, including
 that the arrangements result in costs particular to the de-SPAC process
that would not
 be anticipated in a traditional IPO.
Risks Relating to our Management Team, page 72

14. We note your disclosure on page 16 that in order to facilitate your
initial business
 combination or for any other reason determined by your sponsor in its
sole discretion,
 your sponsor may surrender or forfeit, transfer or exchange your founder
shares,
 private placement units or any of your other securities, including for
no consideration,
 as well as subject any such securities to earn-outs or other
restrictions, or otherwise
 amend the terms of any such securities or enter into any other
arrangements with
 respect to any such securities. Please add risk factor disclosure about
risks that may
 arise from the sponsor transferring ownership of securities of the SPAC.
For example,
 if true, highlight that the sponsor may remove itself as your sponsor
before identifying
 a business combination. Address the consequences of such removal to the
company's
 ability to consummate an initial business combination, including that
any replacement
 sponsor could have difficulty finding a target.
 June 5, 2025
Page 4
Management
Independent Directors, page 138

15. For each person nominated or chosen to become a director, please revise
to briefly
 discuss the specific experience, qualifications, attributes, or skills
that led to the
 conclusion that the person should serve as a director. See Item 401(e)
of Regulation S-
 K.
Financial Statements
Statement of Cash Flows, page F-6

16. Please tell us why you have reflected both the issuance of Class B
ordinary shares as
 well as promissory note - related party as cash flows from financing
activities, as well
 as supplemental disclosure of non-cash investing and financing
activities. Provide to
 us the accounting literature relied upon and revise or advise as
necessary.

 Please contact Frank Knapp at 202-551-3805 or Mark Rakip at 202-551-3573
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or Isabel Rivera at 202-551-3518 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Giovanni Caruso
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