Yorkville Acquisition (Nasdaq: MCGA) amends $500,000 sponsor note
Filing Impact
Filing Sentiment
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.
Positive
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Negative
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Insights
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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, and 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
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.
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.
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.