Yorkville Acquisition Corp.

Yorkville Acquisition Corp._June 30, 2026

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42720

Yorkville Acquisition Corp.

(Exact name of registrant as specified in its charter)


Cayman Islands		98-1850073
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1012 Springfield Avenue

Mountainside, New Jersey 07092

(Address of principal executive offices, including zip code)

(201) 985-8300

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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, par value $0.0001 per share		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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☒ Yes ☐ No

As of August 12, 2026, the registrant had a total of 17,831,250 Class A ordinary shares, $0.0001 par value, issued and outstanding and 5,750,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

Table of Contents

YORKVILLE ACQUISITION CORP.

JUNE 30, 2026

TABLE OF CONTENTS


			Page
PART I - FINANCIAL INFORMATION			1
Item 1.	Financial Statements.		1
	Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025		1
	Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 for the three months ended June 30, 2025 and for the period from March 3, 2025 (inception) through June 30, 2025		2
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2026, for the three months ended June 30, 2025 and for the period from March 3, 2025 (inception) through June 30, 2025		3
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and for the period from March 3, 2025 (inception) through June 30, 2025		4
	Notes to Unaudited Condensed Consolidated Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		24
Item 4.	Controls and Procedures		25
PART II - OTHER INFORMATION			26
Item 1.	Legal Proceedings		26
Item 1.A.	Risk Factors		26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		26
Item 3.	Defaults Upon Senior Securities		27
Item 4.	Mine Safety Disclosures		27
Item 5.	Other Information		27
Item 6.	Exhibits		28
PART III – SIGNATURES			30

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

YORKVILLE ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30, 2026		December 31, 2025
Assets:	(Unaudited)
Current assets
Cash	$	181,617	$	212,099
Prepaid expenses – current		201,958		191,667
Total current assets		383,575		403,766
Non-current assets
Investments held in Trust Account		179,533,784		176,338,275
Prepaid expenses - non-current		—		78,833
Total non-current assets		179,533,784		176,417,108
Total Assets	$	179,917,359	$	176,820,874

Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit:
Current liabilities
Accrued expenses	$	2,213,595	$	1,826,861
Due to related party		—		45,000
Promissory note – related party		500,000		—
Accounts payable		70,428		180,140
Total current liabilities		2,784,023		2,052,001
Non-current liabilities
Deferred underwriting commissions		5,175,000		5,175,000
Total non-current liabilities		5,175,000		5,175,000
Total Liabilities		7,959,023		7,227,001

Commitments and Contingencies (Note 7)
Class A Ordinary Shares subject to possible redemption, $0.0001 par value; 17,250,000 shares issued and outstanding at redemption value of $10.31 and $10.22 per share at June 30, 2026 and December 31, 2025, respectively		179,533,784		176,338,275

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 2026 and December 31, 2025		—		—
Class A Ordinary Shares, $0.0001 par value; 200,000,000 shares authorized; 581,250 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) at June 30, 2026 and December 31, 2025		58		58
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized; 5,750,000 shares issued and outstanding at June 30, 2026 and December 31, 2025		575		575
Additional paid-in capital		—		—
Accumulated deficit		(7,576,081)		(6,745,035)
Total Shareholders’ Deficit		(7,575,448)		(6,744,402)
Total Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit	$	179,917,359	$	176,820,874

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

YORKVILLE ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

For the

Period from

For the

March 3,

Three Months

Six Months

2025

Ended

(Inception) to

June 30,

2026

2025

2026

2025

General and administrative expenses

181,086

63,574

833,363

93,998

Loss from operations

(181,086)

(63,574)