Yorkville Acquisition Corp. Files 8-K on Corporate Structure

Ticker: MCGAU · Form: 8-K · Filed: Aug 26, 2025 · CIK: 2064658

Sentiment: neutral

Topics: corporate-structure, warrants, filing

TL;DR

Yorkville Acquisition Corp. 8-K details units with shares & warrants exercisable at $11.50.

AI Summary

Yorkville Acquisition Corp. filed an 8-K on August 25, 2025, reporting other events and financial statements. The filing details the company's structure, including units consisting of ordinary shares and redeemable warrants, with warrants exercisable at $11.50 per share.

Why It Matters

This filing provides crucial details about the composition of Yorkville Acquisition Corp.'s securities, including the terms of its warrants, which is important for investors to understand their rights and potential dilution.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not indicate any immediate financial distress or significant operational changes.

Key Numbers

Key Players & Entities

FAQ

What is the composition of Yorkville Acquisition Corp.'s units?

Yorkville Acquisition Corp.'s units consist of one Class Ordinary Share and one-third of one Redeemable Warrant.

What is the exercise price for the warrants issued by Yorkville Acquisition Corp.?

The warrants are exercisable at an exercise price of $11.50 per share.

What is the par value of Yorkville Acquisition Corp.'s ordinary shares?

The par value of Yorkville Acquisition Corp.'s Class Ordinary Shares is $0.0001 per share.

When was this Form 8-K filed?

This Form 8-K was filed on August 26, 2025, reporting events as of August 25, 2025.

What is the Commission File Number for Yorkville Acquisition Corp.?

The Commission File Number for Yorkville Acquisition Corp. is 001-42720.

Filing Stats: 2,261 words · 9 min read · ~8 pages · Grade level 17.4 · Accepted 2025-08-26 08:34:19

Key Financial Figures

Filing Documents

01 Other Events

Item 8.01 Other Events. 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 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 Transactio

Forward-Looking Statements

Forward-Looking Statements: This Current Report contains certain forward-looking 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

Forward-looking statements speak only as of the

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. 2

01 Financial Statements and Exhibits

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). 3 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 4

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