How many units can the MCGA sponsor note convert into, and at what price?

The amended note can be converted into a maximum of 50,000 New Units at a conversion price of $10.00 per unit. These New Units are identical to the private placement units issued in Yorkville Acquisition Corp.’s initial public offering.

Yorkville Acquisition updates $500,000 sponsor note

Q: What change did Yorkville Acquisition Corp. (MCGA) make to its working capital funding?

Yorkville Acquisition Corp. replaced a prior $250,000.00 sponsor note with an amended and restated $500,000.00 convertible working capital note. This combines the original funding and a new $250,000 advance to support ongoing working capital needs.

Q: What are the key terms of the new $500,000 note for Yorkville Acquisition (MCGA)?

The $500,000.00 convertible unsecured note bears no interest and is payable on the earlier of Yorkville’s initial business combination or its winding up. The sponsor may elect to convert principal at $10.00 per unit when the business combination is completed.

Q: When is Yorkville Acquisition Corp.’s $500,000 working capital note due?

The $500,000.00 principal becomes payable on the earlier of Yorkville Acquisition Corp.’s initial business combination or the date its winding up becomes effective. Until then, the note provides non-interest-bearing working capital financing from the sponsor.

Q: Under what securities law exemption was MCGA’s amended note issued?

Yorkville Acquisition Corp. relied on Section 4(a)(2) of the Securities Act of 1933 to issue the amended and restated working capital note. This exemption covers transactions not involving a public offering, such as this sponsor financing.

Yorkville Acquisition Corp. entered into an amended and restated convertible unsecured working capital note with its sponsor, Yorkville Acquisition Sponsor, LLC.

Accepted by SEC EDGAR 07/15/2026 - 05:12 PM EDT

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Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

Yorkville Acquisition Corp. entered into an amended and restated convertible unsecured working capital note with its sponsor, Yorkville Acquisition Sponsor, LLC. The new note has an aggregate principal amount of $500,000.00, combining a prior $250,000.00 note and an additional $250,000 advance for working capital. The principal bears no interest and is payable on the earlier of the completion of the company’s initial business combination or the effective date of its winding up.

Upon consummation of the initial business combination, the sponsor may elect to convert all or part of the principal into units at $10.00 per unit, into a maximum of 50,000 New Units identical to the private placement units from the company’s IPO. Each New Unit consists of one Class A ordinary share and one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share, starting 30 days after the initial business combination. The note was issued in reliance on Section 4(a)(2) of the Securities Act of 1933.

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8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Prior Note Principal: $250,000.00 Additional Advance: $250,000 Amended Note Principal: $500,000.00 +4 more

7 metrics

Prior Note Principal $250,000.00 Original convertible unsecured promissory note issued on February 11, 2026

Additional Advance $250,000 Additional working capital advanced by the sponsor on May 4, 2026

Amended Note Principal $500,000.00 Aggregate principal of the Amended and Restated Working Capital Note

Conversion Price per Unit $10.00 per unit Price at which principal may convert into New Units upon business combination

Maximum New Units 50,000 units Maximum number of New Units issuable upon full conversion of the note

Warrant Exercise Price $11.50 per share Exercise price for each whole warrant included in New Units

Warrant Start Date 30 days after initial business combination Date when warrants become exercisable

Key Terms

Amended and Restated Working Capital Note, initial business combination, private placement units, Section 4(a)(2) of the Securities Act of 1933, +1 more

5 terms

Amended and Restated Working Capital Note financial

"the Company issued an amended and restated convertible unsecured promissory note"

initial business combination financial

"payable on the earlier of the date on which the Company consummates its initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

private placement units financial

"units identical to the private placement units issued in connection with the Company’s initial public offering"

Section 4(a)(2) of the Securities Act of 1933 regulatory

"The Company has relied upon Section 4(a)(2) of the Securities Act of 1933"

redeemable warrant financial

"one-third of one redeemable warrant, with each whole warrant entitling the holder to purchase one Class A Ordinary Share"

A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change did Yorkville Acquisition Corp. (MCGA) make to its working capital funding?

Yorkville Acquisition Corp. replaced a prior $250,000.00 sponsor note with an amended and restated $500,000.00 convertible working capital note. This combines the original funding and a new $250,000 advance to support ongoing working capital needs.

What are the key terms of the new $500,000 note for Yorkville Acquisition (MCGA)?

The $500,000.00 convertible unsecured note bears no interest and is payable on the earlier of Yorkville’s initial business combination or its winding up. The sponsor may elect to convert principal at $10.00 per unit when the business combination is completed.

When is Yorkville Acquisition Corp.’s $500,000 working capital note due?

The $500,000.00 principal becomes payable on the earlier of Yorkville Acquisition Corp.’s initial business combination or the date its winding up becomes effective. Until then, the note provides non-interest-bearing working capital financing from the sponsor.

What do the New Units and warrants of Yorkville Acquisition (MCGA) consist of?

Each New Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant allows the purchase of one Class A ordinary share at $11.50 per share, beginning 30 days after the initial business combination.

Under what securities law exemption was MCGA’s amended note issued?

Yorkville Acquisition Corp. relied on Section 4(a)(2) of the Securities Act of 1933 to issue the amended and restated working capital note. This exemption covers transactions not involving a public offering, such as this sponsor financing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

Date of Report (Date of earliest event reported): May 4, 2026

Yorkville Acquisition Corp.

(Exact name of Registrant as Specified in Its Charter)

Cayman Islands	001-42720	98-1850073
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1012 Springfield Avenue
Mountainside, New Jersey		07092
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (201) 985-8300

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 (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	MCGAU	The Nasdaq Stock Market LLC
Class A ordinary shares, $0.0001 par value	MCGA	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	MCGAW	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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 1.01.

Entry into a Material Definitive Agreement.

Amended and Restated Working Capital Note

On February 11, 2026, Yorkville Acquisition Corp. (the “Company”) issued a convertible unsecured promissory note (the “Prior Note”) in the aggregate principal amount of $250,000.00 to Yorkville Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), in order to provide the Company with additional working capital, as previously disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 17, 2026. On May 4, 2026, the Sponsor advanced an additional $250,000 to the Company for additional working capital purposes. Also on May 4, 2026, in order to document such additional advance, the Company issued an amended and restated convertible unsecured promissory note (the “Amended and Restated Working Capital Note”) in the aggregate principal amount of $500,000.00 to the Sponsor, which amends, restates, supersedes and replaces the Prior Note in its entirety. Pursuant to the terms of the Amended and Restated Working Capital Note, the principal balance shall not accrue interest; shall be payable by the Company on the earlier of the date on which the Company consummates its initial business combination or the date that the winding up of the Company is effective; and is convertible at the Sponsor’s election upon the consummation of the Company’s initial business combination. Should the Sponsor elect to convert all or a portion of the principal balance, the elected principal balance amount will convert, at a price of $10.00 per unit, into units identical to the private placement units issued in connection with the Company’s initial public offering (each, a “New Unit”), rounded down to the nearest whole number.

The foregoing description of the Amended and Restated Working Capital Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Working Capital Note, which is filed hereto as Exhibit 10.1 and which is incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02.

Unregistered Sales of Equity Securities.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Amended and Restated Working Capital Note shall be convertible into a maximum of 50,000 New Units. Each New Unit will consist of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Class A Ordinary Share”), and one-third of one redeemable warrant, with each whole warrant entitling the holder to purchase one Class A Ordinary Share, at an exercise price of $11.50 per share, which will become exercisable 30 days after the completion of the Company’s initial business combination, subject to certain terms and conditions.

The Company has relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance of the Amended and Restated Working Capital Note.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

10.1		Amended and Restated Working Capital Note, dated May 4, 2026, issued by the Company to the Sponsor.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

YORKVILLE ACQUISITION CORP.

By:	/s/ Troy Rillo
Name:	Troy Rillo
	Chief Executive Officer and Financial Officer

Date: July 15, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 26.7 KB