Yorkville Acquisition Corp. 8-K

What Happened
Yorkville Acquisition Corp. (MCGA) filed an 8-K disclosing that on February 11, 2026 it issued a $250,000 convertible unsecured promissory note (the "Working Capital Note") to Yorkville Acquisition Sponsor, LLC to provide additional working capital. The note does not accrue interest, is payable on the earlier of the closing of the company’s initial business combination or the company’s winding up, and is convertible at the sponsor’s election upon consummation of the initial business combination into units at $10.00 per unit (rounded down to the nearest whole unit).

Key Details

• Principal amount: $250,000 issued on February 11, 2026 to Yorkville Acquisition Sponsor, LLC.
• Interest: the principal does not accrue interest.
• Payment/conversion timing: payable on the earlier of (a) the closing of the initial business combination or (b) the effective winding up; convertible at sponsor’s election upon the initial business combination.
• Conversion mechanics: converts into new units at $10.00 per unit (so $250,000 would convert into 25,000 new units, rounded down); units are identical to the private placement units issued in the company’s IPO.
• The filing also notes the note creates a direct financial obligation and the related conversion/issuance would be an unregistered sale of equity securities (see Exhibits; Working Capital Note filed as Exhibit 10.1).

Why It Matters
This provides short-term funding and shows sponsor support for the SPAC’s operations as it seeks a target for its initial business combination. Because the note is convertible into equity at the sponsor’s option, conversion would increase the number of outstanding units and therefore could dilute existing public shareholders. The note’s lack of interest reduces cash burden on the company, and the $250,000 principal is a concrete, fixed obligation that will either be repaid on wind-up or converted if a deal closes.