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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):
April 22, 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) |
(I.R.S. Employer
Identification No.) |
| 1012 Springfield Avenue |
|
|
| Mountainside, NJ |
|
07092 |
| (Address of principal executive offices) |
|
(Zip Code) |
(201) 985-8300
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K 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, par value $0.0001 per share |
|
MCGA |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director and Executive Officer
On April 22, 2026, Mr. Kevin McGurn
notified the board of directors of Yorkville Acquisition Corp. (the “Company”) of his resignation as Chief Executive Officer
and as a director of the Company, effective immediately. Mr. McGurn’s resignation was not the result of any dispute or disagreement
with the Company on any matter, whether related to the Company’s operations, policies, practices or otherwise. The Company expresses
its gratitude to Mr. McGurn for his dedicated service.
Appointment of New Executive Officer
On April 22, 2026, Mr. Troy Rillo was
appointed as Chief Executive Officer of the Company by the Company’s board of directors, effective immediately. Mr. Rillo will
continue to serve as Chief Financial Officer of the Company.
Mr. Rillo, 57, has served as Chief Financial
Officer of the Company since August 2025. Mr. Rillo is a partner with Yorkville Advisors where, since 2004, he has been instrumental
in the firm’s growth and strategic direction. Mr. Rillo is an accomplished business executive and attorney with extensive experience
in corporate finance, securities law, and investment management. Mr. Rillo also currently serves as Co-Chief Executive Officer of
Yorkville Securities LLC, an SEC registered broker-dealer and member of FINRA, and President and Chief Executive Officer, and member of
the Board of Managers, of Yorkville America, LLC, an affiliated SEC-registered investment adviser focused on branded investment products,
including separately managed accounts and exchange-traded funds. Additionally, Mr. Rillo has served as the Chief Financial Officer
at Texas Ventures Acquisition III Corp since September 2025, and as the Chief Financial Officer of Blue Water Acquisition Corp. III
since November 2025. Prior to joining Yorkville Advisors, Mr. Rillo was a corporate and securities partner at K&L Gates
LLP, a leading international law firm, where he advised public and private companies on capital-raising transactions, mergers and acquisitions,
and securities compliance. Mr. Rillo is widely recognized as an authority in corporate and securities law and is a frequent speaker
on related topics. He earned both his J.D. and B.S. in Finance, magna cum laude, from the University of Florida. While in law school,
he served as a member of the Florida Law Review and was elected to the Order of the Coif. He is admitted to practice law in New Jersey
and Florida.
No family relationships exist between Mr. Rillo and any of the
Company’s directors or other executive officers. There is no arrangement or understanding between Mr. Rillo and any other person
pursuant to which he was selected as Chief Executive Officer. There is no material plan, contract or arrangement (whether or not written)
to which Mr. Rillo is a party or in which he participates that was entered into, or materially amended, in connection with his appointment
as Chief Executive Officer, and no grant or award (or modification thereto) was made to Mr. Rillo under any such plan, contract or
arrangement in connection with his appointment. Mr. Rillo is a Partner of Yorkville Advisors, an affiliate of Yorkville Acquisition
Sponsor, LLC, the Company's sponsor (the “Sponsor”). As a result, Mr. Rillo may be deemed to have an indirect interest
in the arrangements between the Company and the Sponsor (and its affiliates) that have been previously described in the Company's filings
with the Securities and Exchange Commission. Other than as previously disclosed or described herein, there are no transactions involving
Mr. Rillo that would require disclosure under Item 404(a) of Regulation S-K.
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 |
|
| |
Title: Chief Executive Officer and Chief Financial Officer |
|
Date: April 24, 2026
