SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 13, 2025

Kevin McGurn
Chief Executive Officer
Yorkville Acquisition Corp.
1012 Springfield Avenue
Mountainside, NJ 10792

 Re: Yorkville Acquisition Corp.
 Registration Statement on Form S-1
 Filed April 16, 2025
 File No. 333-286569
Dear Kevin McGurn:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed April 16, 2025
Cover Page

1. Please revise paragraph 5 to specifically state whether the time frame
may be
 extended beyond 24 months. See Item 1602(a)(1) of Regulation S-K.
Summary
Sponsor Information, page 10

2. Please revise here and elsewhere as applicable to clearly identify the
controlling
 persons of YA II PN, Ltd., who serve as the sole managing member of your
sponsor.
 Refer to Item 1603(a)(7) of Regulation S-K for guidance.
Risk Factors, page 47

3. With a view toward disclosure, please tell us whether your sponsor is,
is controlled
 by, has any members who are, or has substantial ties with, a non-U.S.
person. Also
 May 13, 2025
Page 2

 revise your filing to include risk factor disclosure that addresses how
this fact could
 impact your ability to complete your initial business combination. For
instance,
 discuss the risk to investors that you may not be able to complete an
initial business
 combination with a target company should the transaction be subject to
review by a
 U.S. government entity, such as the Committee on Foreign Investment in
the United
 States (CFIUS), or ultimately prohibited. Disclose that as a result, the
pool of potential
 targets with which you could complete an initial business combination
may be
 limited. Further, disclose that the time necessary for government review
of the
 transaction or a decision to prohibit the transaction could prevent you
from
 completing an initial business combination and require you to liquidate.
Disclose the
 consequences of liquidation to investors, such as the losses of the
investment
 opportunity in a target company, any price appreciation in the combined
company,
 and the warrants, which would expire worthless.
Dilution, page 100

4. We note the Company's tabular presentation of dilution at quartile
intervals which
 appears to limit maximum redemptions to be less than 100% of shares
being issued
 given that the adjusted NTBV is set at $5,000,001. We further note your
disclosure on
 page 45 that the Company does not have a specified maximum redemption
threshold,
 which is inconsistent with the disclosure on page 101 noting "holders of
up to
 approximately 94.1% of our public shares may redeem their shares... as
set forth in
 [y]our tender offer or proxy materials." Please tell us how you
considered this
 redemption restriction in your disclosure throughout the prospectus
given it appears
 that the Company may not redeem its public shares in an amount that
would cause
 its net tangible assets to be less than $5,000,001.
5. To the extent you have a redemption limitation requiring net tangible
book value to be
 no less than $5,000,001 to consummate your initial business combination,
please
 amend your disclosure to present the number of ordinary shares redeemed
and
 amounts paid for such redemptions as quartile percentages of the maximum
 redemption, rather than based on the entire amount of shares to be sold
to public
 shareholders.
Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 104

6. We note your disclosure herein identifying factors that raise
substantial doubt about
 your ability to continue as a going concern. However, we note the
disclosure in your
 audited notes to financial statements that while the Company does not
have sufficient
 liquidity to meet its current obligations, management has determined it
has access to
 funds from the sponsor to fund its working capital needs within one year
after the date
 that the financial statements were issued. Please reconcile these
statements, and advise
 or revise as necessary.
 May 13, 2025
Page 3
Underwriting, page 195

7. We note your disclosure on page 196 and elsewhere that the
representative shares
 have been deemed compensation by FINRA. Please revise to include these
shares in
 the underwriter's compensation table. Please refer to Item 508(e) of
Regulation S-K.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Jeffrey Lewis at 202-551-6216 or Mark Rakip at
202-551-3573 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Jeffrey Gabor at 202-551-2544
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Stephen Alicanti, Esq.
</TEXT>
</DOCUMENT>