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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):
February 11, 2026
Yorkville Acquisition Corp.
(Exact name of Registrant as Specified in Its
Charter)
| Cayman Islands |
001-42720 |
N/A |
(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. |
Working Capital Note
On February 11, 2026, Yorkville Acquisition Corp. (the “Company”)
issued a convertible unsecured promissory note (the “Working Capital 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. Pursuant to the terms of the Working Capital Note, the principal balance shall not accrue interest; shall
be payable by the Company on the earlier of the date on which 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 Working Capital Note does not purport
to be complete and is qualified in its entirety by reference to the full text of the 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 Working Capital Note shall be convertible into a maximum of 25,000 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 Working Capital Note.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Working Capital Note, dated February 11, 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 Financial Officer |
|
Date: February 17, 2026
