Yorkville Acquisition Corp. (MCGA) grants $500K note for 50,000 units

Rhea-AI Filing Summary

Yorkville Acquisition Corp. entered into an Amended and Restated Working Capital Note promising to pay its Sponsor $500,000, convertible into 50,000 units.

Each unit equals one Class A ordinary share and one-third of a warrant, for 50,000 shares plus 16,666 warrants, convertible at the Sponsor's election upon consummation of the initial business combination. Mr. Angelo may be deemed a beneficial owner through the Sponsor but disclaims beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider ANGELO MARK, Yorkville Acquisition Sponsor LLC

Role Director, 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Convertible Working Capital Note F1, F3, F2, F4	50,000	--	--
Grant/Award	Convertible Working Capital Note F1, F3, F2, F4	16,666	--	--

Holdings After Transaction: Convertible Working Capital Note — 66,666 shares (Indirect, Yorkville Acquisition Sponsor, LLC)

Footnotes (4)

1. F1. On May 4, 2026, the Issuer entered into an Amended and Restated Working Capital Note (the "Note") promising to pay Yorkville Acquisition Sponsor, LLC (the "Sponsor") $500,000. All amounts due under the Note may be converted into 50,000 units. Each unit consists of one Class A ordinary share and one-third of one warrant to purchase one Class A ordinary share, resulting in an aggregate of 50,000 Class A ordinary shares and warrants to purchase an additional 16,666 Class A ordinary shares of the Issuer at the discretion of the Sponsor upon the consummation of the business combinations. The warrants shall have the same terms and conditions as the warrants issued in the Issuer's initial public offering. The acquisition of the Note by the Sponsor, and through it, the beneficial acquisition of the Note by the Sponsor's members, is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1934, as amended.
2. F2. The principal balance of the Note shall be payable by the Issuer on the earlier of the date on which the Issuer consummates its initial business combination or the date that the winding up of the Issuer is effective, and is convertible at the Sponsor's election upon the consummation of the initial business combination.
3. F3. The Issuer's Class A ordinary shares and warrants are described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-286569).
4. F4. Yorkville Advisors Global, LP ("Yorkville LP") is the manager of the Sponsor and holds voting and investment discretion over the securities held by the Sponsor. YA II PN, Ltd. ("YA II PN") is a member of the Sponsor. Yorkville LP is the investment manager of YA II PN, and Yorkville Advisors Global II, LLC ("Yorkville LLC") is the General Partner of Yorkville LP. Mr. Angelo serves as President of Yorkville LLC and makes all investment decisions for YA II PN. As such, Mr. Angelo may be deemed to have beneficial ownership of the securities held by the Sponsor. Mr. Angelo disclaims any beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

Key Figures

Working capital note principal: $500,000 Units issuable upon conversion: 50,000 units Underlying Class A shares: 50,000 shares +2 more

5 metrics

Working capital note principal $500,000 Principal amount of Amended and Restated Working Capital Note

Units issuable upon conversion 50,000 units All amounts due under the note may be converted into 50,000 units

Underlying Class A shares 50,000 shares Aggregate Class A ordinary shares underlying the 50,000 units

Underlying warrants 16,666 warrants Warrants to purchase Class A ordinary shares underlying the units

Transaction date May 4, 2026 Date of the Amended and Restated Working Capital Note and Form 4 transactions

Key Terms

Amended and Restated Working Capital Note, Rule 16b-3, initial business combination, pecuniary interest

4 terms

Amended and Restated Working Capital Note financial

"entered into an Amended and Restated Working Capital Note promising to pay"

Rule 16b-3 regulatory

"The acquisition of the Note by the Sponsor ... is an exempt transaction under Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

initial business combination financial

"convertible at the Sponsor's election upon the consummation of the 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.

pecuniary interest financial

"Mr. Angelo disclaims any beneficial ownership ... except to the extent of his pecuniary interest"

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/21/2026 - 12:59 PM Accepted by SEC EDGAR 07/21/2026 - 12:58 PM Learn about SEC filing dates

FAQ

What did insiders of MCGA receive in this Form 4 transaction?

The Sponsor of MCGA received a working capital note for $500,000, convertible into 50,000 units. Each unit represents one Class A ordinary share and one-third of a warrant, giving exposure to 50,000 shares and 16,666 warrants upon conversion at the Sponsor’s election.

What are the key terms of Yorkville Acquisition Corp.’s $500,000 note?

Yorkville Acquisition Corp. issued a working capital note promising to pay the Sponsor $500,000. All amounts under the note may be converted into 50,000 units upon consummation of the initial business combination, rather than repaid in cash, at the Sponsor’s election, subject to the note’s terms.

How many shares and warrants could the MCGA note convert into?

The working capital note can be converted into 50,000 units. Each unit consists of one Class A ordinary share and one-third of a warrant, resulting in 50,000 Class A ordinary shares and warrants to purchase an additional 16,666 Class A ordinary shares, if fully converted.

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

The note’s principal is payable on the earlier of MCGA’s initial business combination or its winding up. Instead of cash repayment, the Sponsor may elect conversion into units upon consummation of the initial business combination, according to the note’s conversion provisions.

Who is treated as the beneficial owner in this MCGA Form 4?

The securities are held by the Sponsor, managed by Yorkville Advisors entities, with YA II PN as a member. Mr. Angelo, President of Yorkville LLC, may be deemed to have beneficial ownership but disclaims beneficial ownership except to the extent of his pecuniary interest.

Is the MCGA Sponsor’s acquisition of the note exempt under Rule 16b-3?

Yes. The acquisition of the working capital note by the Sponsor, and through it the beneficial acquisition by the Sponsor’s members, is described as an exempt transaction under Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

What are the warrant terms linked to the MCGA working capital note?

The note’s conversion would create warrants to purchase 16,666 Class A ordinary shares. The warrants issued upon conversion are stated to have the same terms and conditions as the warrants issued in Yorkville Acquisition Corp.’s initial public offering.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ANGELO MARK

(Last) (First) (Middle)

C/O YORKVILLE ACQUISITION CORP

1012 SPRINGFIELD AVENUE

(Street)

MOUNTAINSIDE NEW JERSEY 07092

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Yorkville Acquisition Corp. [ MCGA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Working Capital Note	(1)	05/04/2026		A		50,000		(1)	(2)	Class A ordinary shares	50,000	(3)	50,000	I	Yorkville Acquisition Sponsor, LLC(4)
Convertible Working Capital Note	(1)	05/04/2026		A		16,666		(1)	(2)	Warrants	16,666	(3)	16,666	I	Yorkville Acquisition Sponsor, LLC(4)

1. Name and Address of Reporting Person^*

ANGELO MARK

(Last) (First) (Middle)

C/O YORKVILLE ACQUISITION CORP

1012 SPRINGFIELD AVENUE

(Street)

MOUNTAINSIDE NEW JERSEY 07092

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Yorkville Acquisition Sponsor LLC

(Last) (First) (Middle)

C/O YORKVILLE ACQUISITION CORP

1012 SPRINGFIELD AVENUE

(Street)

MOUNTAINSIDE NEW JERSEY 07092

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On May 4, 2026, the Issuer entered into an Amended and Restated Working Capital Note (the "Note") promising to pay Yorkville Acquisition Sponsor, LLC (the "Sponsor") $500,000. All amounts due under the Note may be converted into 50,000 units. Each unit consists of one Class A ordinary share and one-third of one warrant to purchase one Class A ordinary share, resulting in an aggregate of 50,000 Class A ordinary shares and warrants to purchase an additional 16,666 Class A ordinary shares of the Issuer at the discretion of the Sponsor upon the consummation of the business combinations. The warrants shall have the same terms and conditions as the warrants issued in the Issuer's initial public offering. The acquisition of the Note by the Sponsor, and through it, the beneficial acquisition of the Note by the Sponsor's members, is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1934, as amended.

2. The principal balance of the Note shall be payable by the Issuer on the earlier of the date on which the Issuer consummates its initial business combination or the date that the winding up of the Issuer is effective, and is convertible at the Sponsor's election upon the consummation of the initial business combination.

3. The Issuer's Class A ordinary shares and warrants are described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-286569).

4. Yorkville Advisors Global, LP ("Yorkville LP") is the manager of the Sponsor and holds voting and investment discretion over the securities held by the Sponsor. YA II PN, Ltd. ("YA II PN") is a member of the Sponsor. Yorkville LP is the investment manager of YA II PN, and Yorkville Advisors Global II, LLC ("Yorkville LLC") is the General Partner of Yorkville LP. Mr. Angelo serves as President of Yorkville LLC and makes all investment decisions for YA II PN. As such, Mr. Angelo may be deemed to have beneficial ownership of the securities held by the Sponsor. Mr. Angelo disclaims any beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

	Mark Angelo	07/21/2026
	Mark Angelo, Yorkville Acquisition Sponsor, LLC	01/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)