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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):
August 7, 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 1.02. |
Termination of a Material Definitive Agreement. |
Termination of Business Combination Agreement
As previously disclosed, on August 25, 2025, Yorkville Acquisition
Corp. (the “Company”) entered into a Business Combination Agreement (the “Business Combination Agreement”), by
and among (a) the Company, (b) YA S3 Inc., a Florida corporation and an indirect wholly owned subsidiary of the Company (“SPAC
Sub”), (c) Foris Holdings KY Limited, a Cayman Islands exempted company (“Crypto.com”), (d) Crypto.com Strategy
Holdings, a Cayman Islands exempted company and an indirect wholly owned subsidiary of Crypto.com (“Crypto.com Sub”), (e) Trump
Media & Technology Group Corp., a Florida corporation (“TMTG”), and (f) Yorkville Acquisition Sponsor LLC, a
Delaware limited liability company (the “Sponsor”), as amended by Amendment No. 1 to the Business Combination Agreement
on October 31, 2025. The Company, SPAC Sub, Crypto.com, Crypto.com Sub, TMTG, and Sponsor are referred to herein as the “Parties.”
On August 7, 2026, the Parties entered into a Mutual Termination
and Release Agreement (the “Termination Agreement”), pursuant to which the Business Combination Agreement was terminated by
the mutual consent of the Parties, effective as of August 7, 2026, due to market conditions.
The foregoing description of the Termination Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement which is filed hereto as Exhibit 10.1
and which is incorporated herein by reference.
On August 7, 2026, the Company issues a press release announcing
the Termination Agreement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Mutual Termination and Release Agreement, dated as of August 7, 2026 by and among the Company, SPAC Sub, Crypto.com, Crypto.com Sub, TMTG and the Sponsor. |
| 99.1 |
|
Press Release, dated as of August 7, 2026. |
| 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: August 10, 2026
Ex. 99.1
Crypto.com, Trump Media and Technology Group,
and Yorkville Provide Update on
CRO Digital Asset Treasury and ETF Partnership
August 7, 2026 – Crypto.com, Trump Media &
Technology Group Corp. (NASDAQ, NYSE Texas: DJT) (“Trump Media”), Yorkville Acquisition Corp. (NASDAQ: MCGA) today jointly
announced an update to mutually terminate their previously announced proposed business combination to establish Trump Media Group CRO
Strategy, Inc., citing prevailing market conditions, and shifting business and stakeholder priorities.
All initial discussions and development efforts regarding the proposed
business combination and digital asset treasury structure will be formally concluded.
Separately, Crypto.com, Trump Media, and Yorkville America have mutually
agreed not to pursue their previously announced partnership to have Crypto.com service certain of Yorkville America’s anticipated
ETF offerings. Other than the discontinuation of this proposed, limited servicing partnership, Yorkville America’s business and
plans for its existing and future ETF offerings remain unchanged.
About Crypto.com
Founded in 2016, Crypto.com is trusted by millions of users worldwide
and is the industry leader in regulatory compliance, security and privacy. Our vision is simple: Cryptocurrency in Every Wallet™.
Crypto.com is committed to accelerating the adoption of cryptocurrency through innovation and development of new use cases including
prediction markets and tokenized RWAs.
Learn more at https://crypto.com.
About Trump Media & Technology Group
The mission of TMTG is to end Big Tech's assault on free speech by
opening up the Internet and giving people their voices back. TMTG operates Truth Social, a social media platform established as a safe
harbor for free expression amid increasingly harsh censorship by Big Tech corporations; Truth+, a TV streaming platform focusing on family
friendly live TV channels and on-demand content; and Truth.Fi, a financial services and FinTech brand incorporating America First investment
vehicles.
About Yorkville Acquisition Corp.
Yorkville Acquisition Corp. is a blank check company newly incorporated
as a Cayman Islands exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses. The company may pursue an initial business
combination target in any business or industry or at any stage of its corporate evolution. The company’s primary focus will be
on completing a business combination with an established business of scale poised for continued growth, led by a highly regarded management
team. The board of Yorkville Acquisition Corp. is pursuing this business combination, subject to customary closing conditions. For more
information, please visit www.yorkvilleac.com.
Yorkville Acquisition Corp. is sponsored by Yorkville Acquisition
Sponsor LLC. Yorkville Securities, LLC has acted as an advisor to Yorkville Acquisition Sponsor LLC.
Media Contact
Crypto.com
press@crypto.com
Trump Media & Technology Group
press@tmtgcorp.com
Yorkville Acquisition Corp.
YORK@mzgroup.us