Yorkville Acquisition Corp. 10-Q Summary
Business Context and Reporting Period
Company: Yorkville Acquisition Corp. (Ticker: MCGA/MCGAU/MCGAW)
Reporting Period: Quarter ended March 31, 2026
Status: Cayman Islands exempted company; Special Purpose Acquisition Company (SPAC).
Operations: No operating revenues. The Company is in the pre-business combination phase, searching for a target. On August 25, 2025, the Company executed a Business Combination Agreement with Crypto.com and Trump Media & Technology Group Corp. (TMTG).
Key Financial Metrics
| Metric | Q1 2026 (Three Months Ended Mar 31) | Balance Sheet (As of Mar 31, 2026) |
|---|---|---|
| Net Income | $943,355 | Trust Account Balance: $177,932,677 |
| Operating Expenses | $652,277 (G&A) | Cash (Outside Trust): $60,261 |
| Investment Income | $1,594,402 (Trust Account) | Total Liabilities: $7,719,231 |
| EPS (Class A/B) | $0.04 | Working Capital Deficit: $(2,258,970) |
| Cash Flow (Operating) | $(401,838) Used | Deferred Underwriting Fees: $5,175,000 |
| Cash Flow (Financing) | $250,000 Provided | Related Party Debt: $250,000 (Working Capital Note) |
Material Changes vs. Prior Period
- Profitability: The Company reported a net income of $943,355 for Q1 2026, a significant shift from the net loss of $30,424 reported for the period from inception (March 3, 2025) through March 31, 2025. This is primarily driven by $1.59 million in income earned on Trust Account investments.
- Trust Account Growth: The Trust Account balance increased from $176.34 million (Dec 31, 2025) to $177.93 million (Mar 31, 2026) due to investment income.
- Liquidity: Cash held outside the Trust Account decreased from $212,099 to $60,261. The Company incurred a working capital deficit of $2.26 million.
- Debt: The Company issued a $250,000 Working Capital Note to the Sponsor in February 2026, which was outstanding as of March 31, 2026. A previous promissory note was repaid in full in July 2025.
Outlook, Risks, and Management Commentary
- Business Combination: The Company is proceeding with a proposed merger involving Crypto.com (contributing Cronos assets) and TMTG (contributing Asset Company interests). Consideration includes issuance of SPAC Class A/B stock, Forced Exercise Warrants, and Earnout Warrants.
- Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern for one year from the issuance date due to a lack of financial resources to sustain operations without a business combination or additional financing.
- Executive Changes: On April 22, 2026 (subsequent to period end), CEO Kevin McGurn resigned. Troy Rillo was appointed as the new CEO and will continue as CFO.
- Risks: Risks include the failure to consummate the business combination, geopolitical instability affecting global markets, and the potential inability of the Sponsor to satisfy indemnification obligations regarding Trust Account claims.
- Deferred Fees: Deferred underwriting fees are $5,175,000, but this is reduced to $3,105,000 if the proposed Business Combination with Crypto.com/TMTG is consummated.
Investor Verification Checklist
- Business Combination Status: Verify the current status of the Crypto.com/TMTG merger agreement and any conditions precedent that must be met for closing.
- Going Concern: Assess the Company's ability to fund operations until the merger closes, given the $60k cash balance and $2.26m working capital deficit.
- Executive Leadership: Confirm the transition of duties following the resignation of the former CEO and the appointment of Troy Rillo.
- Redemption Rights: Review the terms regarding shareholder redemptions and the impact on the Trust Account balance if the merger proceeds.
- Related Party Transactions: Monitor the $250,000 Working Capital Note and the $15,000 monthly advisory fee to the CEO, as these impact the capital structure and expenses.