Item 5. Other Information
Item 5. Other Information.
N o n e
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Item 6. Exhibits.
Exhibit No.
Description
2.1
Business Combination Agreement, dated as of August 25, 2025, by and among the Company, SPAC Sub, Crypto.com, Crypto.com Sub, TMTG and the Sponsor (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with the SEC on August 26, 2025).
3.1
Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the SEC on June 30, 2025).
4.1
Specimen Unit Certificate (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-1 (File No. 333-286569), filed by the Company with the SEC on April 16, 2025).
4.2
Specimen Class A Ordinary Share Certificate (incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-1 (File No. 333-286569), filed by the Company with the SEC on April 16, 2025).
4.3
Specimen Warrant Certificate (included in Exhibit 4.4).
4.4
Warrant Agreement, dated June 26, 2025, by and between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the SEC on June 30, 2025)
4.5
Form of Earnout Warrant between the Company and TMTG (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the SEC on August 26, 2025).
4.6
Form of Forced Exercise Warrant between the Company and the holders (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed with the SEC on August 26, 2025).
10.1
Subscription Agreement between the Registrant and Yorkville Acquisition Sponsor LLC, dated as of March 5, 2025 (incorporated herein by reference to Exhibit 10.1 to the Registration Statement on Form S-1 (File No. 333-286569), filed by the Company with the SEC on April 16, 2025).
10.2
Promissory Note issued by the Registrant to our sponsor, dated as of March 5, 2025 (incorporated herein by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (File No. 333-286569), filed by the Company with the SEC on April 16, 2025).
10.3
Letter Agreement, dated June 26, 2025, by and among the Company, its officers, directors and the Sponsor (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on June 30, 2025).
10.4
Investment Management Trust Agreement, dated June 26, 2025, by and between Continental Stock Transfer & Trust Company, LLC and the Company (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on June 30, 2025).
10.5
Registration Rights Agreement, dated June 26, 2025, by and among the Company and certain security holders (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on June 30, 2025).
10.6
Private Placement Unit Purchase Agreement dated June 26, 2025, by and among the Company and the Sponsor (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed with the SEC on June 30, 2025).
10.7
Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.7 to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-286569), filed by the Company with the SEC on June 6, 2025).
10.8
Sponsor Support Agreement, dated as of August 25, 2025, by and among the Company, SPAC Sub, Crypto.com, Sponsor and the Sellers (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on August 26, 2025).
10.9
Backstop Agreement, dated as of August 25, 2025, between the Company and the Investor (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on August 26, 2025).
10.10
Form of Registration Rights Agreement by and among the Company, TMTG and the Sellers (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on August 26, 2025).
10.11
Form of Lock-Up Agreement between the Company and the Lock-Up Parties (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed with the SEC on August 26, 2025).
10.12
Form of Stock Purchase Agreement between the Company and the Investor (incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed with the SEC on August 26, 2025).
10.13
Working Capital Note, dated February 11, 2026, issued by the Company to the Sponsor (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on February 17, 2026).
31
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32
Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Instance Document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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SIGNATURES
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 thereunto duly authorized.
YORKVILLE ACQUISITION CORP.
By:
/s/ Troy Rillo
Name:
Troy Rillo
Title:
Chief Executive Officer & Chief Financial Officer
(Principal Executive Officer and Principal Financial and Accounting Officer)
Dated: May 15, 2026
29
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.