Yorkville Acquisition Corp._September 30, 2025

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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 September 30, 2025

☐ 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		N/A
(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 November 14, 2025, 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.

SEPTEMBER 30, 2025

TABLE OF CONTENTS


		Page
PART I - FINANCIAL INFORMATION		1
Item 1.	Financial Statements.	1
	Unaudited Condensed Consolidated Balance Sheet as of September 30, 2025	1
	Unaudited Condensed Consolidated Statements of Operations for the three months ended September 30, 2025 and for the period from March 3, 2025 (inception) through September 30, 2025	2
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three months ended September 30, 2025 and for the period from March 3, 2025 (inception) through September 30, 2025	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the period from March 3, 2025 (inception) through September 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	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
PART II - OTHER INFORMATION		25
Item 1.	Legal Proceedings	25
Item 1.A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	67
Item 3.	Defaults Upon Senior Securities	68
Item 4.	Mine Safety Disclosures	68
Item 5.	Other Information	68
Item 6.	Exhibits	69
PART III – SIGNATURES		70

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

YORKVILLE ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2025


Assets:
Current assets
Cash	$	290,238
Prepaid expenses		215,931
Due from related party		16,204
Total current assets		522,373
Prepaid expenses		119,146
Investments held in Trust Account		174,599,568
Total Assets	$	175,241,087

Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit:
Current liabilities
Accrued expenses	$	1,406,351
Accounts payable		52,454
Total current liabilities		1,458,805
Deferred underwriting commissions		5,175,000
Total Liabilities		6,633,805

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 $10.12 per share		174,599,568

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—
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)		58
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding⁽¹⁾		575
Additional paid-in capital		—
Accumulated deficit		(5,992,919)
Total Shareholders’ Deficit		(5,992,286)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	175,241,087

(1)

Includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 6). On June 30, 2025, the underwriters fully exercised their over-allotment option. As such, no Class B ordinary shares were forfeited.

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

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YORKVILLE ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


			For the
			Period from
	For the		March 3,
	Three Months		2025
	Ended		(inception) through
	September 30,		September 30,
	2025		2025
Formation, general and administrative expenses	$	1,640,771	$	1,734,769
Loss from operations		(1,640,771)		(1,734,769)

Other income:
Income on investments in Trust Account		1,237,068		1,237,068
Interest income		8,331		10,195
Other income, net		1,245,399		1,247,263
Net loss	$	(395,372)	$	(487,506)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		17,250,000		7,567,217

Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption	$	(0.02)	$	(0.04)

Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares		581,250		254,982

Basic and diluted net loss per share, non-redeemable Class A ordinary shares	$	(0.02)	$	(0.04)

Basic weighted average shares outstanding, non-redeemable Class B ordinary shares⁽¹⁾		5,750,000		5,329,009

Basic net loss per share, non-redeemable Class B ordinary shares	$	(0.02)	$	(0.04)

Diluted weighted average shares outstanding, non-redeemable Class B ordinary shares		5,750,000		5,750,000

Diluted net loss per share, non-redeemable Class B ordinary shares	$	(0.02)	$	(0.04)

(1)

Excludes an aggregate of up to 750,000 Class B ordinary shares, $0.0001 par value subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 6). On June 30, 2025, the underwriters fully exercised their over-allotment option. As such, no Class B ordinary shares were forfeited.

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

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YORKVILLE ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND FOR THE PERIOD FROM MARCH 3, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – March 3, 2025 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Class B ordinary shares issued to Sponsor	—		—	5,750,000		575		24,425		—		25,000
Net loss	—		—	—		—		—		(30,424)		(30,424)
Balance - March 31, 2025	—		—	5,750,000	$	575	$	24,425	$	(30,424)	$	(5,424)
Fair Value of Public Warrants included in Public Units	—		—	—		—		3,526,667		—		3,526,667
Capital contribution from Sponsor	—		—	—		—		181,750		—		181,750
Sale of Private Placement Units	351,825		35	—		—		3,518,215		—		3,518,250
Issuance of Representative Shares	229,425		23	—		—		2,294,227		—		2,294,250
Allocated value of transaction costs to warrants	—		—	—		—		(192,678)		—		(192,678)
Remeasurement of Class A ordinary shares subject to possible redemption to redemption value	—		—	—		—		(9,352,606)		(4,268,345)		(13,620,951)
Net loss	—		—	—		—		—		(61,710)		(61,710)
Balance – June 30, 2025	581,250		58	5,750,000		575		—		(4,360,479)		(4,359,846)
Remeasurement of Class A ordinary shares subject to possible redemption to redemption value	—		—	—		—		—		(1,237,068)		(1,237,068)
Net loss	—		—	—

SEC Form 10-Q filed by Yorkville Acquisition Corp.