Form 8-K

8-K — Yorkville Acquisition Corp.

Accession: 0001104659-26-083939

Filed: 2026-07-15

Period: 2026-05-04

CIK: 0002064658

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — tm2620589d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2620589d1_ex10-1.htm)

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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

Date of Report (Date of earliest event reported):

May 4, 2026

Yorkville Acquisition Corp.

(Exact name of Registrant as Specified in Its

Charter)

Cayman Islands

001-42720

98-1850073

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1012 Springfield Avenue

Mountainside, New Jersey

07092

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (201) 985-8300

N/A

(Former Name or Former Address, if Changed

Since Last Report)

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:

¨ 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

Symbol(s)

Name of each exchange on

which

registered

Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant

MCGAU

The Nasdaq Stock Market LLC

Class A ordinary shares, $0.0001 par value

MCGA

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

MCGAW

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

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.¨

Item 1.01.

Entry into a Material Definitive Agreement.

Amended and Restated Working Capital Note

On February 11, 2026, Yorkville Acquisition Corp. (the “Company”)

issued a convertible unsecured promissory note (the “Prior Note”) in the aggregate principal amount of $250,000.00 to Yorkville

Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), in order to provide the Company with additional

working capital, as previously disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange

Commission (the “SEC”) on February 17, 2026. On May 4, 2026, the Sponsor advanced an additional $250,000 to the

Company for additional working capital purposes. Also on May 4, 2026, in order to document such additional advance, the Company issued

an amended and restated convertible unsecured promissory note (the “Amended and Restated Working Capital Note”) in the aggregate

principal amount of $500,000.00 to the Sponsor, which amends, restates, supersedes and replaces the Prior Note in its entirety. Pursuant

to the terms of the Amended and Restated Working Capital Note, the principal balance shall not accrue interest; shall be payable by the

Company on the earlier of the date on which the Company consummates its initial business combination or the date that the winding up of

the Company 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 Company’s

initial public offering (each, a “New Unit”), rounded down to the nearest whole number.

The foregoing description of the Amended and Restated Working Capital

Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Working

Capital Note, which is filed hereto as Exhibit 10.1 and which is incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information disclosed under Item 1.01 of this Current Report on

Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02.

Unregistered Sales of Equity Securities.

The information disclosed under Item 1.01 of this Current Report on

Form 8-K is incorporated by reference into this Item 3.02. The Amended and Restated Working Capital Note shall be convertible into

a maximum of 50,000 New Units. Each New Unit will consist of one Class A ordinary share of the Company, par value $0.0001 per share

(each, a “Class A Ordinary Share”), and one-third of one redeemable warrant, with each whole warrant entitling the holder

to purchase one Class A Ordinary Share, at an exercise price of $11.50 per share, which will become exercisable 30 days after

the completion of the Company’s initial business combination, subject to certain terms and conditions.

The Company has relied upon Section 4(a)(2) of the Securities

Act of 1933, as amended, in connection with the issuance of the Amended and Restated Working Capital Note.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Amended and Restated Working Capital Note, dated May 4, 2026, issued by the Company to the Sponsor.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

YORKVILLE ACQUISITION CORP.

By:

/s/ Troy Rillo

Name:

Troy Rillo

Chief Executive Officer and Financial Officer

Date: July 15, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2620589d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

THIS PROMISSORY NOTE (“NOTE”) HAS

NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT

ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR

AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

AMENDED AND RESTATED PROMISSORY NOTE

May 4, 2026

Principal Amount: $500,000

Yorkville Acquisition Corp., a Cayman Islands exempted company with

limited liability and blank check company (the “Maker”), promises to pay to the order of Yorkville Acquisition Sponsor,

LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), or order,

the principal sum of Five Hundred Thousand Dollars ($500,000.00) in lawful money of the United States of America, on the terms and conditions

described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined

by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this

Note.

1.            Principal.

The principal balance of this Note shall be payable by the Maker on the earlier of: (i) the date on which Maker consummates its initial

business combination or (ii) the date that the winding up of the Maker is effective (such date, the “Maturity Date”).

The principal balance may be prepaid at any time, at the election of Maker. Under no circumstances shall any individual, including but

not limited to any executive officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities

of the Maker hereunder.

2.            Interest.

No interest shall accrue on the unpaid principal balance of this Note.

3.            Optional

Conversion.

(a)            Upon

consummation of the business combination and at the Payee’s option, at any time prior to payment in full of the principal balance

of this Note, the Payee may elect to convert all or any portion of the Note into that number of units of the post-business combination

entity (the “New Units”) equal to: (i) the portion of the principal amount of the Note being converted pursuant

to this Section 3, divided by (ii) $10.00, rounded down to the nearest whole number. Each New Unit shall have the same terms

and conditions as private placement units issued simultaneously with the Maker’s initial public offering.

(b)            Upon

any complete or partial conversion of the principal amount of this Note (i) such principal amount shall be so converted and such

converted portion of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly

endorsed, to Maker or such other address which Maker shall designate against delivery of the New Units, (iii) Maker shall promptly

deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion and

(iv) in exchange for all or any portion of the surrendered Note described in Section 3(a), Maker shall deliver to Payee the

New Units, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and

the Payee and applicable state and federal securities laws.

Maker shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the New Units upon conversion

of this Note pursuant hereto; provided, however, that the Payee shall pay any transfer taxes resulting from any transfer requested by

the Payee in connection with any such conversion.

4.            Application

of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this

Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to

the reduction of the unpaid principal balance of this Note.

5.            Events

of Default. The following shall constitute an event of default (“Event of Default”):

(a)            Failure

to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business

days of the date specified above.

(b)            Voluntary

Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation

or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,

sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for

the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action

by Maker in furtherance of any of the foregoing.

Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an

involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,

trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation

of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

6.            Remedies.

(a)            Upon

the occurrence and during the continuance of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice

to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts

payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which

are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b)            Upon

the occurrence and during the continuance of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance

of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all

cases without any action on the part of Payee.

7.            Waivers.

Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,

and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the

terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or

personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing

for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that

may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such

writ in whole or in part in any order desired by Payee.

8.            Unconditional

Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the

payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall

not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee,

and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment

or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without

notice to Maker or affecting Maker’s liability hereunder.

9.            Notices.

All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally

or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address

designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as

may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to

such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted

shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,

if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days

after mailing if sent by mail.

10.            Construction.

THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

11.            Severability.

Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective

to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or

unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12.            Trust

Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any

kind (“Claim”) in or to any distribution of or from the trust account (the “Trust Account”) established

in connection with Maker’s initial public offering, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction

for any Claim against the Trust Account for any reason whatsoever; provided however that upon the consummation of the initial business

combination, Maker shall repay the principal balance of this Note out of the proceeds released to Maker from the Trust Account.

13.            Amendment;

Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and

the Payee.

14.            Restatement.

This Note amends, restates, supersedes and replaces that certain Promissory Note dated February 11, 2026, made in the original principal

amount of Two Hundred and Fifty Thousand Dollars ($250,000.00) by Maker, payable to Payee (the “Prior Note”). In connection

with an additional advance of $250,000 made by Payee to Maker on May 4, 2026, the aggregate outstanding principal amount of this

Note is Five Hundred Thousand Dollars ($500,000.00); provided, however, that the execution and delivery by the undersigned of this Note

shall not, in any manner or circumstance, be deemed to be a payment of, a novation of or to have terminated, extinguished or discharged

any of Maker’s indebtedness evidenced by the Prior Note, all of which indebtedness shall continue under and shall hereinafter be

evidenced and governed by this Note. Any inconsistency between the terms of this Note and the Prior Note shall be controlled by the terms

hereof.

15. Assignment.

No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or

otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall

be void.

[Signature page follows]

WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as

of the day and year first above written.

YORKVILLE ACQUISITION CORP.

By:

Name: Troy Rillo

Title: Chief Executive Officer and

Chief Financial Officer

YORKVILLE ACQUISITION SPONSOR,

LLC

By: Yorkville Advisors Global,

LP, its Manager,

By: Yorkville Advisors Global

II, LLC, its General Partner

By:

Name: Troy Rillo

Title: Partner

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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- Details

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- Details

Name:

us-gaap_StatementClassOfStockAxis=YORK_ClassAOrdinarySharesMember

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- Details

Name:

us-gaap_StatementClassOfStockAxis=YORK_WarrantsMember

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