Form 4: ANGELO MARK reports acquisition/exercise transactions in MCGA

Rhea-AI Filing Summary

ANGELO MARK reported acquisition or exercise transactions in a Form 4 filing for MCGA. The filing lists transactions totaling 1 shares at a weighted average price of $250,000.00 per share. Following the reported transactions, holdings were 1 shares.

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

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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 NJ 07092

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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

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

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

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)	$10(2)	02/11/2026		A(1)		1		(2)(3)	(2)(3)	Units(2)(3)	25,000(2)(3)	$250,000(1)	1	I	See Footnote(4)

1. Name and Address of Reporting Person^*

ANGELO MARK

(Last) (First) (Middle)

C/O YORKVILLE ACQUISITION CORP.

1012 SPRINGFIELD AVENUE

(Street)

MOUNTAINSIDE NJ 07092

(City) (State) (Zip)

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 NJ 07092

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On February 11, 2026, the Issuer issued a convertible promissory note (the "Working Capital Note") in the principal amount of $250,000.00 to Yorkville Acquisition Sponsor, LLC (the "Sponsor"), in order to provide the Issuer with additional working capital.

2. Pursuant to the terms of the Working Capital Note, the principal balance shall not accrue interest; 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 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 Issuer's initial public offering, rounded down to the nearest whole number.

3. Each unit will consist of (a) one Class A ordinary share and (b) one-third of one warrant to purchase one Class A ordinary share, at an exercise price of $11.50 per share, exercisable beginning 30 days after the completion of the Issuer's initial business combination, and expiring 5 years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.

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.

	/s/ Mark Angelo	02/13/2026
	/s/ Mark Angelo, Yorkville Acquisition Sponsor, LLC	02/13/2026
	** 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.

FAQ

What insider transaction did MCGA report on February 11, 2026?

Yorkville Acquisition Sponsor, LLC acquired a $250,000.00 convertible working capital note from Yorkville Acquisition Corp. The note was issued to provide additional working capital and can later be converted, at the sponsor’s election, into units linked to Class A shares and warrants.

What are the key terms of Yorkville Acquisition Corp.'s $250,000.00 working capital note?

The working capital note has a $250,000.00 principal amount, bears no interest, and is payable at business combination or winding up. It is held by Yorkville Acquisition Sponsor, LLC and is structured to support the company’s near-term funding needs.

How can the MCGA working capital note convert into equity-like units?

The sponsor may convert the note’s principal into units at $10.00 per unit after the initial business combination. These units are identical to private placement units from the IPO, giving exposure to Class A ordinary shares and associated warrants.

What does each unit underlying the MCGA working capital note represent?

Each unit represents one Class A ordinary share plus one-third of a warrant. Each warrant allows purchase of one Class A ordinary share at $11.50 per share, exercisable 30 days after the initial business combination and expiring five years later or earlier upon certain events.

When is the $250,000.00 working capital note for MCGA due for repayment?

The principal is payable at the earlier of the initial business combination or the company’s winding up. Until then, it accrues no interest, giving Yorkville Acquisition Corp. flexible, short- to medium-term funding from its sponsor for transaction and operating costs.

How is Mark Angelo related to the MCGA working capital note transaction?

Mark Angelo is President of Yorkville Advisors Global II, LLC, which oversees entities tied to the sponsor. He may be deemed to have beneficial ownership through these structures but expressly disclaims beneficial ownership except for any direct pecuniary interest.