Anson group discloses 9.9% Yorkville Acquisition (MCGA) stake in 13G/A

Rhea-AI Filing Summary

Anson Funds Management LP and related entities report beneficial ownership of 1,774,150 Class A Ordinary Shares of Yorkville Acquisition Corp., equal to 9.9% of the outstanding common stock. The shares are held by private funds advised by Anson Funds Management LP and Anson Advisors Inc.

Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo and Moez Kassam each may direct the voting and disposition of these shares. The securities are certified as being held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Yorkville Acquisition Corp.

(Name of Issuer)

Class A Ordinary Shares, $0.0001 par value

(Title of Class of Securities)

G98659116

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G98659116

1

Names of Reporting Persons

Anson Funds Management LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,774,150.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,774,150.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,774,150.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. G98659116

1

Names of Reporting Persons

Anson Management GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,774,150.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,774,150.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,774,150.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP No. G98659116

1

Names of Reporting Persons

Tony Moore

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,774,150.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,774,150.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,774,150.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. G98659116

1

Names of Reporting Persons

Anson Advisors Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,774,150.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,774,150.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,774,150.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

FI, CO

SCHEDULE 13G

CUSIP No. G98659116

1

Names of Reporting Persons

Amin Nathoo

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,774,150.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,774,150.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,774,150.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. G98659116

1

Names of Reporting Persons

Moez Kassam

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,774,150.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,774,150.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,774,150.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Yorkville Acquisition Corp.
(b)	Address of issuer's principal executive offices: 1012 Springfield Avenue, Mountainside, New Jersey, 07092
Item 2.
(a)	Name of person filing: Anson Funds Management LP, Anson Management GP LLC, Mr. Tony Moore, Anson Advisors Inc., Mr. Amin Nathoo and Mr. Moez Kassam
(b)	Address or principal business office or, if none, residence: For Anson Funds Management LP, Anson Management GP LLC and Mr. Moore: 16000 Dallas Parkway, Suite 800 Dallas, Texas 75248 For Anson Advisors Inc., Mr. Nathoo and Mr. Kassam: 181 Bay Street, Suite 4200 Toronto, ON M5J 2T3
(c)	Citizenship: Anson Funds Management LP is a limited partnership organized under the laws of the State of Texas. Anson Management GP LLC is a limited liability company organized under the laws of the State of Texas. Mr. Moore is a United States citizen. Anson Advisors Inc. is a corporation organized under the laws of Ontario, Canada. Mr. Nathoo and Mr. Kassam are each Canadian citizens.
(d)	Title of class of securities: Class A Ordinary Shares, $0.0001 par value
(e)	CUSIP No.: G98659116
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
	Canadian Investment Advisor
Item 4.	Ownership
(a)	Amount beneficially owned: This Amendment No. 3 (this "Amendment") to Schedule 13G (the "Schedule 13G") is being filed on behalf of Anson Funds Management LP (d/b/a Anson Funds), a Texas limited partnership, Anson Management GP LLC, a Texas limited liability company, Mr. Tony Moore, the principal of Anson Funds Management LP and Anson Management GP LLC, Anson Advisors Inc., an Ontario, Canada corporation, Mr. Amin Nathoo, a director of Anson Advisors Inc., and Mr. Moez Kassam, a director of Anson Advisors Inc., relating to Class A Ordinary Shares, $0.0001 par value (the "Ordinary Shares"), of Yorkville Acquisition Corp., New Jersey corporation (the "Issuer"). This Schedule 13G relates to the Ordinary Shares of the Issuer purchased by one or more private funds to which Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors (collectively, the "Funds"). Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to the Funds and may direct the vote and disposition of the 1,774,150 Ordinary Shares held by the Funds. As the general partner of Anson Funds Management LP, Anson Management GP LLC may direct the vote and disposition of the 1,774,150 Ordinary Shares held by the Funds. As the principal of Anson Fund Management LP and Anson Management GP LLC, Mr. Moore may direct the vote and disposition of the 1,774,150 Ordinary Shares held by the Funds. As directors of Anson Advisors Inc., Mr. Nathoo and Mr. Kassam may each direct the vote and disposition of the 1,774,150 Ordinary Shares held by the Funds.
(b)	Percent of class: Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 9.9% of the outstanding shares of Common Stock. This percentage is determined by dividing 1,774,150 by 17,831,250, which is number of of Common Stock issued and outstanding, as reported in the Issuer's Quarterly 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 14, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Section 4(a)
	(ii) Shared power to vote or to direct the vote: See Section 4(a)
	(iii) Sole power to dispose or to direct the disposition of: See Section 4(a)
	(iv) Shared power to dispose or to direct the disposition of: See Section 4(a)
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Section 4(a)
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Section 4(a)
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Anson Advisors Inc. is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Anson Funds Management LP

Signature:	/s/ Tony Moore
Name/Title:	Tony Moore, Manager
Date:	02/17/2026

Anson Management GP LLC

Signature:	/s/ Tony Moore
Name/Title:	Tony Moore, Manager
Date:	02/17/2026

Tony Moore

Signature:	/s/ Tony Moore
Name/Title:	Tony Moore, Manager
Date:	02/17/2026

Anson Advisors Inc.

Signature:	/s/ Amin Nathoo
Name/Title:	Amin Nathoo, Director
Date:	02/17/2026

Signature:	/s/ Moez Kassam
Name/Title:	Moez Kassam, Director
Date:	02/17/2026

Amin Nathoo

Signature:	/s/ Amin Nathoo
Name/Title:	Amin Nathoo, Director
Date:	02/17/2026

Moez Kassam

Signature:	/s/ Moez Kassam
Name/Title:	Moez Kassam, Director
Date:	02/17/2026

FAQ

What percentage of Yorkville Acquisition Corp (MCGA) does Anson report owning?

Anson-affiliated entities report beneficial ownership of 9.9% of Yorkville Acquisition Corp’s common stock. This is based on 1,774,150 Class A Ordinary Shares compared with 17,831,250 shares outstanding as reported in the company’s Form 10-Q filed on November 14, 2025.

How many Yorkville Acquisition Corp (MCGA) shares are beneficially owned by Anson?

Anson-related entities report beneficial ownership of 1,774,150 Class A Ordinary Shares of Yorkville Acquisition Corp. These shares are held by one or more private funds for which Anson Funds Management LP and Anson Advisors Inc. act as co-investment advisers with shared voting and disposition power.

Which entities are reporting beneficial ownership in Yorkville Acquisition Corp (MCGA)?

The Schedule 13G/A lists Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo, and Moez Kassam as reporting persons. Together, they report beneficial ownership and shared voting and dispositive power over 1,774,150 Class A Ordinary Shares.

On what share count is Anson’s 9.9% MCGA ownership based?

The reported 9.9% ownership is calculated by dividing 1,774,150 shares by 17,831,250 shares, which is the number of common shares issued and outstanding. That outstanding share figure comes from Yorkville Acquisition Corp’s Form 10-Q filed with the SEC on November 14, 2025.

How does Anson describe its purpose for holding MCGA shares in the Schedule 13G/A?

The reporting persons certify the securities were acquired and are held in the ordinary course of business. They state the shares were not acquired and are not held to change or influence control of Yorkville Acquisition Corp and are not part of a control-related transaction.

Who can direct voting and disposition of the MCGA shares reported by Anson?

Anson Funds Management LP and Anson Advisors Inc. may direct the vote and disposition of the 1,774,150 shares held by the funds. Anson Management GP LLC, Tony Moore, Amin Nathoo and Moez Kassam also may direct voting and disposition through their roles with these advisory entities.