UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.02. | Termination of a Material Definitive Agreement. |
Termination of Business Combination Agreement
As previously disclosed, on August 25, 2025, Yorkville Acquisition Corp. (the “Company”) entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among (a) the Company, (b) YA S3 Inc., a Florida corporation and an indirect wholly owned subsidiary of the Company (“SPAC Sub”), (c) Foris Holdings KY Limited, a Cayman Islands exempted company (“Crypto.com”), (d) Crypto.com Strategy Holdings, a Cayman Islands exempted company and an indirect wholly owned subsidiary of Crypto.com (“Crypto.com Sub”), (e) Trump Media & Technology Group Corp., a Florida corporation (“TMTG”), and (f) Yorkville Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), as amended by Amendment No. 1 to the Business Combination Agreement on October 31, 2025. The Company, SPAC Sub, Crypto.com, Crypto.com Sub, TMTG, and Sponsor are referred to herein as the “Parties.”
On August 7, 2026, the Parties entered into a Mutual Termination and Release Agreement (the “Termination Agreement”), pursuant to which the Business Combination Agreement was terminated by the mutual consent of the Parties, effective as of August 7, 2026, due to market conditions.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement which is filed hereto as Exhibit 10.1 and which is incorporated herein by reference.
| Item 8.01. | Other Events. |
On August 7, 2026, the Company issues a press release announcing the Termination Agreement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Mutual Termination and Release Agreement, dated as of August 7, 2026 by and among the Company, SPAC Sub, Crypto.com, Crypto.com Sub, TMTG and the Sponsor. | |
| 99.1 | Press Release, dated as of August 7, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 hereunto duly authorized.
| YORKVILLE ACQUISITION CORP. | ||
| By: | /s/ Troy Rillo | |
| Name: | Troy Rillo | |
| Chief Executive Officer and Financial Officer | ||
Date: August 10, 2026