Yorkville Acquisition Corp. SEC Filings

Yorkville Acquisition Corp. filed an 8-K describing a business combination agreement dated August 25, 2025, with Crypto.com, TMTG and other parties. The agreement contemplates Crypto.com contributing 6,313,000,212 Cronos tokens and staking infrastructure, with 90% sold to a SPAC subsidiary and 10% contributed to the post-closing company for 100,000,000 SPAC Class B shares plus a Forced Exercise Warrant for 10,000,000 Class A shares. TMTG will contribute 100% of membership interests in an Asset Company for 10,000,000 SPAC Class A shares, three Earnout Warrants (each exercisable for 7% of outstanding capital stock at closing) and a Forced Exercise Warrant for 10,000,000 Class A shares. Forced Exercise Warrants convert at $10.00 per share; Earnout triggers are closing prices of $11, $20, $40. Sponsor receives a Forced Exercise Warrant for 2,000,000 shares. The filing describes registration, lock-up schedules, sponsor support, backstop and customary closing conditions and termination rights.

Yorkville Acquisition Corp. (Units: YORKU) announced it executed a Business Combination Agreement dated August 25, 2025, to effect transactions involving YA S3 Inc., Foris Holdings KY Limited (commercially known as Crypto.com), Crypto.com Strategy Holdings, Trump Media & Technology Group Corp. (TMTG), and Yorkville Acquisition Sponsor, LLC. The company stated it will file a Registration Statement on Form S-4 that will include a preliminary proxy statement and prospectus and that the definitive proxy statement and related materials will be mailed to shareholders for voting. The filing notes that additional documents will be submitted to the SEC and that this Form 8-K does not contain all information about the Transactions.

Anson Funds group reports beneficial ownership of 1,276,808 Class A Ordinary Shares of Yorkville Acquisition Corp., representing 8.3% of the 15,325,500 shares outstanding. The filing lists six reporting persons—Anson Funds Management LP; Anson Management GP LLC; Tony Moore; Anson Advisors Inc.; Amin Nathoo; and Moez Kassam—with shared voting and dispositive power over the 1,276,808 shares and no sole voting or dispositive power reported. The group states the shares are held by the Fund and were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. The filing cites the issuer prospectus supplement for the outstanding share count used to calculate the 8.3% figure.

Yorkville Acquisition Corp. Schedule 13G shows J. Goldman & Co., L.P., J. Goldman Capital Management, Inc. and Jay G. Goldman together beneficially own 800,000 Units, representing approximately 5.15% of the class. All three reporting persons disclose shared voting and shared dispositive power with no sole voting or dispositive power. The filing identifies the securities class as Units and provides the reporting persons' principal business address. The statement certifies the holdings were acquired and are held in the ordinary course of business and not to influence control.

Yorkville Acquisition Corp. completed an initial public offering of 17,250,000 Units at $10.00 per Unit (including full exercise of a 2,250,000 Unit over-allotment), generating gross proceeds of $172,500,000. Of the proceeds, $173,362,500 (including Private Placement proceeds) were placed in a Trust Account invested in short-term U.S. government obligations or qualifying money market funds to be held pending an initial Business Combination.

The Company issued 5,750,000 Class B Founder Shares and 581,250 Class A ordinary shares outstanding (excluding 17,250,000 Public Shares subject to redemption). Each Unit includes one Class A share and one-third of a warrant; 5,750,000 Public Warrants and 117,275 Private Placement Warrants are outstanding, exercisable at $11.50 per share under specified conditions. Offering costs include $1,155,750 cash underwriting fee, $5,175,000 deferred underwriting fee, $2,294,250 representative shares expense, and $799,463 other offering costs.

The Company discloses a going concern assessment noting sufficient liquidity for working capital for at least one year from issuance of the financial statements but states there is no assurance it will complete a Business Combination. The Trust Account proceeds are not available except in limited circumstances and may be subject to creditor claims.

Yorkville Acquisition Corp. is reported to have a material institutional holder: Meteora Capital, LLC and its managing member Vik Mittal disclosed beneficial ownership of 1,074,686 Class A ordinary shares, representing 6.03% of the class. The shares are held by funds and managed accounts advised by Meteora Capital, which asserts shared voting and shared dispositive power over the full position and no sole voting or dispositive power.

The filing states the holdings were acquired and are held in the ordinary course of business and are not intended to change or influence control of the issuer. This disclosure notifies investors that an investment manager holds a meaningful, but non-controlling, stake in the company.

Harraden Circle disclosed beneficial ownership of 1,310,038 Class A common shares of Yorkville Acquisition Corp, representing 7.35% of the class. The position is held across Harraden-managed funds: Harraden Circle Investors, LP (641,437 shares, 3.60%), Harraden Circle Special Opportunities, LP (337,405, 1.89%), Harraden Circle Strategic Investments, LP (206,950, 1.16%), and Harraden Circle Concentrated, LP (124,246, 0.70%).

All reported shares carry shared voting and dispositive power; no sole voting or sole dispositive power is reported. The filing includes a certification that the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.

Yorkville Acquisition Corp. was formed on March 3, 2025 as a Cayman Islands blank check company and had not commenced operations as of March 31, 2025. Activity in the period related to formation and the initial public offering process, producing a net loss of $30,424 driven by formation, general and administrative costs.

As of March 31, 2025 the Company reported no cash and a working capital deficit of $147,800. Founder shares of 5,750,000 Class B shares were issued to the Sponsor for $25,000, with up to 750,000 subject to forfeiture dependent on the underwriters' over-allotment option. In a subsequent event disclosed, on June 30, 2025 the Company completed its Initial Public Offering of 17,250,000 Units at $10.00 per Unit (including full over-allotment), generating gross proceeds of $172,500,000, and sold 351,825 Private Placement Units for $3,518,250. A total of $173,362,500 was placed in a Trust Account to be invested in short-term U.S. government securities or qualifying money market funds.