Yorkville Acquisition Corp. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Unregistered Sales of Equity Securities As disclosed in Items 1.01, 2.03, and 3.02 of the Company’s Current Report on Form 8‑K filed on February 17, 2026, the Company issued a Working Capital Note on February 11, 2026, in the aggregate principal amount of $250,000 to the Sponsor ( See Note 6 – Related Party Transactions ). Pursuant to the terms of the Working Capital Note, the principal balance shall not accrue interest; shall be payable by the Company on the earlier of the date on which 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 Working Capital Units, rounded down to the nearest whole number. The Company has relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance of the Working Capital Note. On February 19, 2026, the Company drew $250,000 against the Working Capital Note. As disclosed in Items 1.01, 2.03, and 3.02 of the Company’s Current Report on Form 8-K filed on July 15, 2026, on May 4, 2026, the Company entered into an amendment to the Working Capital Note increasing the aggregate principal amount to $500,000. Additionally, on May 4, 2026, the Company drew an additional $250,000 against the Working Capital Note. As of June 30, 2026, there is $500,000 outstanding under the Working Capital Note. Other than the issuance of the Working Capital Note, no unregistered sales of equity securities were completed by the Company during the fiscal quarter ending on June 30, 2026. ​ 26 Table of Contents Use of Proceeds On June 30, 2025, the Company consummated its Initial Public Offering of 17,250,000 units, including 2,250,000 units issued pursuant to the underwriters’ full exercise of their over‑allotment option, at a price of $10.00 per unit, generating gross proceeds of $172,500,000. Simultaneously with the closing of the offering, the Company consummated the private placement to the Sponsor of 351,825 private placement units at a price of $10.00 per unit, for aggregate gross proceeds of $3,518,250. Each private placement unit consists of one Class A ordinary share and one‑third of one redeemable warrant, each whole warrant exercisable to purchase one Class A ordinary share at $11.50 per share. After deducting the underwriting discounts and commissions paid at closing and offering expenses, an aggregate of $173,362,500 ($10.05 per unit) from the sale of the units in the offering and the private placement units was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, as trustee. As of June 30, 2026, the net proceeds from the offering and the concurrent private placement remain on deposit in the trust account in accordance with the Company’s governing documents and the terms disclosed at the time of the offering, pending completion of the Company’s initial business combination. Consistent with the Company’s governing documents and the trust agreement, funds in the Trust Account have been invested only in U.S. government securities with a maturity of 185 days or less, in money market funds meeting the conditions of Rule 2a‑7 under the Investment Company Act that invest solely in direct U.S. government obligations, as uninvested cash, or in an interest‑bearing demand deposit or other bank account. Other than permitted withdrawals for taxes and allowed expenses, there has been no material change in the planned use of proceeds as described in the Company’s final prospectus. As of June 30, 2026, the Trust Account contains $179,533,784. Item 3. Defaults Upon Senior Securities. None Item 4. Mine Safety Disclosures. Not applicable.