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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
August 25, 2025
Date of Report (date of earliest event reported)
Yorkville Acquisition Corp.
(Exact name of Registrant as specified in its
charter)
| Cayman Islands |
001-42720 |
N/A |
(State or other jurisdiction of
incorporation
or organization) |
(Commission
File Number) |
(I.R.S. Employer
Identification Number) |
1012 Springfield Avenue
Mountainside, New Jersey 07092
(Address of principal executive offices)
(210) 985-8300
(Registrant’s telephone number, including
area code)
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 (see General Instruction
A.2. below):
| x | 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
Symbols |
|
Name of each exchange
on which registered |
| Units, each consisting of
one Class A ordinary share and one-third of one redeemable warrant |
|
YORKU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares,
par value $0.0001 per share |
|
YORK |
|
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 |
|
YORKW |
|
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.
On August 26, 2025, Yorkville Acquisition
Corp., a Cayman Islands exempted company (the “Company” or the “SPAC”), announced that it executed
a Business Combination Agreement (the “Business Combination Agreement”), dated as of August 25, 2025, with YA
S3 Inc., a Florida corporation and an indirect wholly owned subsidiary of the Company, Foris Holdings KY Limited, a Cayman Islands exempted
company known commercially as Crypto.com (“Crypto.com”), Crypto.com Strategy Holdings, a Cayman Islands exempted company
(“Crypto.com Sub”), Trump Media & Technology Group Corp., a Florida corporation (“TMTG”
and together with Crypto.com Sub, the “Sellers”), and Yorkville Acquisition Sponsor, LLC, a Delaware limited liability
company (“Sponsor”) (the transactions contemplated by the Business Combination Agreement and the ancillary documents
related thereto, the “Transactions”).
On August 26, 2025, the Company, Crypto.com
and TMTG issued a joint press release announcing the Business Combination Agreement. The press release is attached to this Current Report
as Exhibit 99.1 and incorporated by reference into this Current Report.
Additional Information and Where to Find It
The Company intends to file with the Securities and Exchange Commission (the “SEC”)
a Registration Statement on Form S-4 (as may be amended, the “Registration Statement”),
which will include a preliminary proxy statement of the Company and a prospectus (the “Proxy
Statement/Prospectus”) in connection with the Transactions. The definitive proxy statement and other
relevant documents will be mailed to shareholders of the Company as of a record date to be established for voting on the Transactions
and other matters as described in the Proxy Statement/Prospectus. The Company will also file other documents regarding the Transactions
with the SEC. This Current Report on Form 8-K does not contain all of the information that should be considered concerning the Transactions
and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF THE COMPANY AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY
PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED
OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE COMPANY’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING
OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE
DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE TRANSACTIONS. Investors and security holders will also be able
to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed
with the SEC by the Company, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Yorkville
Acquisition Corp., 1012 Springfield Avenue, Mountainside, New Jersey 07092; e-mail: YORK@mzgroup.us.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY
AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED
TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES
A CRIMINAL OFFENSE.
Participants in the Solicitation
The Company and its respective directors, executive
officers, certain of its shareholders and other members of management and employees may be deemed under SEC rules to be participants
in the solicitation of proxies from the Company’s shareholders in connection with the Transactions. A list of the names of such
persons, and information regarding their interests in the Transactions and their ownership of the Company’s securities are, or will
be, contained in the Company’s filings with the SEC. Additional information regarding the interests of the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies of the Company’s shareholders in connection with the Transactions,
including the names and interests of the Company’s directors and executive officers, will be set forth in the Registration Statement
and Proxy Statement/Prospectus, which is expected to be filed by the Company with the SEC. Investors and security holders may obtain free
copies of these documents as described above.
Forward-Looking Statements:
This Current Report contains certain forward-looking
statements within the meaning of the U.S. federal securities laws with respect to the Transactions involving the Company, including expectations, hopes, beliefs, intentions, plans, prospects, financial results
or strategies regarding the Company and the Transactions and statements regarding the anticipated benefits and timing of the completion
of the Transactions, the assets held by the Company, the price and volatility of Cronos, Cronos’ prominence as a digital asset and
as the foundation of a new financial system, the Company’s listing on any securities exchange, the macro conditions surrounding
Cronos, the planned business strategy, plans and use of proceeds, objectives of management for future operations of the Company, the upside
potential and opportunity for investors, the Company’s plan for value creation and strategic advantages, market size and growth
opportunities, regulatory conditions, technological and market trends, future financial condition and performance and expected financial
impacts of the Transactions, the satisfaction of closing conditions to the Transactions and the level of redemptions of the Company’s
public shareholders, and the Company’s expectations, intentions, strategies, assumptions or beliefs about future events, results
of operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements
about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including,
but not limited to: the risk that the Transactions may not be completed in a timely manner or at all, which may adversely affect the price
of the Company’s securities; the risk that the Transactions may not be completed by the Company’s business combination deadline;
the failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of the Company’s
shareholders; failure to realize the anticipated benefits of the Transactions; the level of redemptions of the Company’s public
shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing,
or trading of the Class A ordinary shares of the Company or the shares of Class A common stock of the Company; the lack of a third-party
fairness opinion in determining whether or not to pursue the Transactions; the failure of the Company to obtain or maintain the listing
of its securities on any securities exchange after closing of the Transactions; costs related to the Transactions and as a result of becoming
a public company; changes in business, market, financial, political and regulatory conditions; risks relating to the Company’s anticipated
operations and business, including the highly volatile nature of the price of CRO; the risk that the Company’s stock price will
be highly correlated to the price of CRO and the price of CRO may decrease between the signing of the definitive documents for the Transactions
and the closing of the Transactions or at any time after the closing of the Transactions; risks related to increased competition in the
industries in which the Company will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding
CRO; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks that after consummation of the Transactions,
the Company experiences difficulties managing its growth and expanding operations; the risks that growing the Company’s validator
operations could be difficult; challenges in implementing our business plan including operating a Cronos validator, due to operational
challenges, significant competition and regulation; being considered to be a “shell company” by any stock exchange on which
the Company’s Class A common stock will be listed or by the SEC, which may impact the Company’s ability to list its Class
A common stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; the outcome
of any potential legal proceedings that may be instituted against the Company or others following announcement of the Transactions, and
those risk factors discussed in documents that the Company filed, or that will be filed, with the SEC.
The foregoing list of risk factors
is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk
Factors” section of the final prospectus of the Company dated as of June 26, 2025 and filed by the Company with the SEC on
June 30, 2025, the Company’s Quarterly Reports on Form 10-Q, the Registration Statement that will be filed by the Company
and the Proxy Statement/Prospectus contained therein, and other documents filed by the Company from time to time with the SEC. These
filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements. There may be additional risks that the Company presently knows or
that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements.
Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation
and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
The Company gives no assurance that it will achieve its expectations. The inclusion of any statement in this communication does not constitute
an admission by the Company or any other person that the events or circumstances described in such statement are material.
No Offer or Solicitation
This Current Report and the information contained
herein is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect
to any securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer
to buy or exchange the securities of the Company, or any commodity or instrument or related derivative, nor shall there be any sale of
any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration
or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable
requirements for a purchaser to avail itself of any exemption under the Securities Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit |
|
Description |
| 99.1 |
|
Press Release, dated August 26, 2025. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| Dated: August 26, 2025 |
YORKVILLE ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Troy Rillo |
| |
Name: |
Troy Rillo |
| |
Title: |
Chief Financial Officer |
