Business Context and Reporting Period
Company: Yorkville Acquisition Corp. (a Cayman Islands exempted company and "blank check" SPAC).
Reporting Period: Quarterly period ended March 31, 2025 (Inception: March 3, 2025).
Status: The Company was in the pre-operational formation stage as of the balance sheet date. It had not commenced operations and had not selected a business combination target. The Company is classified as a shell company, smaller reporting company, and emerging growth company.
Key Financial Metrics
| Metric | Value |
|---|---|
| Total Assets | $154,614 |
| Total Liabilities | $160,038 |
| Shareholder's Deficit | $(5,424) |
| Net Loss | $(30,424) |
| Net Cash Used in Operating Activities | $0 |
| Cash and Cash Equivalents | $0 |
| Working Capital Deficit | $(147,800) |
| Deferred Offering Costs | $142,376 |
Note: The Company had no revenue. Expenses consisted entirely of formation, general, and administrative costs.
Material Changes and Subsequent Events
The financial statements reflect the Company's status prior to its Initial Public Offering (IPO). Significant events occurred subsequent to the reporting period (March 31, 2025) but prior to the filing date:
- Consummation of IPO: On June 30, 2025, the Company completed its IPO of 17,250,000 Units (including full exercise of the over-allotment option) at $10.00 per Unit, generating gross proceeds of $172,500,000.
- Private Placement: Simultaneously, the Sponsor purchased 351,825 Private Placement Units for $3,518,250.
- Trust Account Funding: $173,362,500 ($10.05 per Unit) was deposited into the Trust Account.
- Over-Allotment: The underwriters fully exercised their over-allotment option, meaning no Class B Founder Shares were forfeited.
Outlook, Risks, and Contingencies
Business Objective: The Company intends to effect a merger, share exchange, or asset acquisition with one or more target businesses. It has 24 months from the IPO closing to complete a Business Combination or liquidate.
Liquidity: As of March 31, 2025, the Company had no cash and a working capital deficit. Liquidity was supported by a $25,000 payment from the Sponsor and a promissory note (repaid July 2, 2025). Post-IPO liquidity is satisfied by proceeds held outside the Trust Account.
Risks:
- Going Concern: The filing notes substantial doubt about the Company's ability to continue as a going concern for one year from the filing date without the successful consummation of a Business Combination.
- Geopolitical Instability: Risks associated with ongoing conflicts (Russia/Ukraine, Israel/Hamas) could disrupt capital markets and affect the search for a target.
- Redemption Risk: Public shareholders may redeem shares upon the completion of a Business Combination, potentially reducing available cash.
Contingencies: The Sponsor has agreed to indemnify the Company against claims that reduce Trust Account funds below $10.05 per share, though the Company has not verified the Sponsor's ability to satisfy this obligation.
Investor Verification Checklist
- IPO Closing Date: Verify the June 30, 2025 closing date and the full exercise of the 2,250,000 unit over-allotment.
- Trust Account Balance: Confirm the $173,362,500 deposit ($10.05 per Unit) and the investment restrictions (U.S. government securities/money market funds).
- Transaction Costs: Review the $9,424,463 in total transaction costs, including the $5,175,000 deferred underwriting fee payable only upon a successful Business Combination.
- Founder Shares: Confirm the 5,750,000 Class B shares issued to the Sponsor and the waiver of redemption rights attached to them.
- Extension Loans: Note the availability of up to $3,450,000 in extension loans from the Sponsor to extend the Combination deadline if necessary.