SecProbe.io

CORRESP
 1
 filename1.htm

 June 24, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Jeffrey Lewis
Mark Rakip
Catherine De Lorenzo
Jeffrey Gabor

 Re:
 Yorkville Acquisition Corp.

 Registration Statement on Form S-1
 Filed April 16, 2025, as amended
 File No. 333-286569
 Acceleration Request
 Requested Date: June 26, 2025
 Requested Time: 4:30 P.M. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, Yorkville Acquisition Corp. (the " Registrant ") hereby
requests that the above-referenced Registration Statement on Form S-1 (File No. 333-286569) (the " Registration Statement ")
be declared effective at the "Requested Date" and "Requested Time" set forth above or at such later time as the
Registrant or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities
and Exchange Commission. The Registrant hereby authorizes Stephen P. Alicanti of DLA Piper LLP (US), counsel for the Registrant, to make
such request on the Registrant's behalf.

 We request that we be notified of the effectiveness
of the Registration Statement by telephone to Stephen P. Alicanti of DLA Piper LLP (US) at (212) 335-4783. Thank you for your assistance.

 Very truly yours,

 Yorkville Acquisition Corp.

 /s/ Kevin McGurn

 Kevin McGurn

 Chief Executive Officer

 cc:
 Stephen P. Alicanti (DLA Piper LLP (US))

CORRESP
 1
 filename1.htm

 June 24, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

 Attention: Jeffrey Lewis

 Mark Rakip

 Catherine De Lorenzo

 Jeffrey Gabor

 Re:
 Yorkville Acquisition Corp.

 Registration
Statement on Form S-1

 Initially filed
April 16, 2025, as amended

 File No. 333-286569

 Dear Ms. De Lorenzo
and Mr. Gabor,

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Yorkville Acquisition Corp.
that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:30 p.m.
ET on Thursday, June 26, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the
General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or
dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that
it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as
amended.

 [ Signature page follows ]

 Very truly yours,

 Clear Street LLC

 By:
 /s/ Ryan Gerety

 Name:
 Ryan Gerety

 Title:
 Managing Director

 cc:
 Loeb & Loeb LLP

 [ Signature Page to Underwriter's Acceleration
Request ]

CORRESP
 1
 filename1.htm

 YORKVILLE ACQUISITION CORP.
1012 Springfield Avenue
Mountainside, NJ 07092

 June 6, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 Attention:
 Jeffrey Lewis

 Mark Rakip
Catherine De Lorenzo
Jeffrey Gabor

 Re: Yorkville Acquisition Corp.

 Registration Statement on Form S-1

 Filed April 16, 2025

 File No. 333-286569

 Ladies and Gentlemen:

 This letter is submitted on behalf of Yorkville
Acquisition Corp. (the " Company ") in response to the comments of the staff of the Division of Corporation Finance (the
" Staff ") of the Securities and Exchange Commission with respect to the above-referenced Registration Statement on Form
S-1 submitted on April 16, 2025 (the " Registration Statement "), as set forth in your letter dated May 13, 2025, addressed
to Kevin McGurn, Chief Executive Officer of the Company (the " Comment Letter "). The Company is concurrently submitting
Amendment No. 1 to the Registration Statement (the " Amended Registration Statement "), which includes changes that reflect
responses to the Staff's comments.

 For reference purposes, the text of the Comment
Letter has been reproduced herein with the response below the comment. For your convenience, we have italicized the reproduced Staff comments
from the Comment Letter. Defined terms used in this letter not otherwise defined have the meanings ascribed to such terms in the Amended
Registration Statement.

 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.

 Response :

 We acknowledge the Staff's comment and advise the Staff
that paragraph 5 has been revised to address the Staff's comment.

 United States Securities and Exchange Commission June 6, 2025 Page Two

 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.

 Response :

 We acknowledge the Staff's comment and advise the Staff
that the disclosure on pages 10, 117, and 157 have been revised to address the Staff's comment.

 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 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.

 Response :

 We respectfully advise the Staff that our sponsor, a
limited liability company formed in the state of Delaware, is not controlled by, and does not have substantial ties with, any
non-U.S. persons. Notwithstanding the foregoing, in consideration of the Staff's comment, the Company has included a risk factor on page 59 regarding
the possibility that an initial business combination may not be consummated if such initial business combination is subject to review
by a U.S. government entity, such as the Committee on Foreign Investment in the United States, or ultimately prohibited.

 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.

 Response :

 We acknowledge the Staff's comment and advise the Staff
that the Company's tabular presentation and related disclosure has been revised to reflect no maximum redemption threshold, addressing
the Staff's comment.

 United States Securities and Exchange Commission June 6, 2025 Page Three

 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.

 Response :

 We acknowledge the Staff's comment and advise the Staff
that the related disclosure has been revised to reflect no maximum redemption threshold, addressing the Staff's comment.

 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.

 Response :

 We acknowledge the Staff's comment and advise the Staff
that the Company has removed the disclosure stating substantial doubt about our ability to continue as a going concern on page 105,
which is now consistent with the disclosure in our audited notes to the financial statements, addressing the Staff's comment.

 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.

 Response :

 We acknowledge the Staff's comment and advise the Staff
that the underwriter's compensation table and related disclosure have been revised to address the Staff's comment.

 United States Securities and Exchange Commission June 6, 2025 Page Four

 If you have any questions regarding the foregoing
responses or otherwise, please do not hesitate to contact Stephen P. Alicanti, of DLA Piper LLP (US), at (212) 335-4783.

 Sincerely,

 YORKVILLE ACQUISITION CORP.

 /s/ Kevin McGurn

 Kevin McGurn

 Chief Executive Officer

 cc:
 Stephen P. Alicanti, DLA Piper LLP (US)

<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>