Yorkville Acquisition Corp. 10-Q Summary
Business Context and Reporting Period
Yorkville Acquisition Corp. is a Cayman Islands exempted company incorporated on March 3, 2025, operating as a blank check company (SPAC). The reporting period covers the three months ended June 30, 2025, and the period from inception through June 30, 2025. The Company has not commenced operations other than its formation and the consummation of its Initial Public Offering (IPO) on June 30, 2025. It is classified as a shell company, a smaller reporting company, and an emerging growth company.
Key Financial Metrics
| Metric | Value |
|---|---|
| Trust Account Balance | $173,362,500 |
| Cash (Outside Trust) | $1,467,830 |
| Total Assets | $174,915,330 |
| Net Loss (Three Months Ended June 30, 2025) | $(61,710) |
| Net Loss (Inception to June 30, 2025) | $(92,134) |
| Working Capital | $815,154 |
| Deferred Underwriting Commissions | $5,175,000 |
| Promissory Note (Related Party) | $124,723 |
Material Changes and IPO Details
The most significant event during the period was the consummation of the IPO on June 30, 2025. The Company sold 17,250,000 Units (including the full exercise of the underwriters' over-allotment option of 2,250,000 Units) at $10.00 per Unit, generating gross proceeds of $172,500,000. Simultaneously, the Company sold 351,825 Private Placement Units to the Sponsor for $3,518,250.
Following the IPO, $173,362,500 ($10.05 per Unit) was deposited into the Trust Account. Transaction costs totaled $9,424,463, comprising a $1,155,750 cash underwriting fee, a $5,175,000 deferred underwriting fee, $2,294,250 in representative shares, and $799,463 in other offering costs. The Company incurred formation and general administrative expenses of $63,574 for the quarter and $93,998 since inception.
Outlook, Risks, and Contingencies
The Company has 24 months from the closing of the IPO (until June 30, 2027) to complete an initial Business Combination. If unsuccessful, the Company will redeem Public Shares at a per-share price equal to the aggregate amount on deposit in the Trust Account, including interest earned (less taxes and up to $100,000 for dissolution expenses).
Risks and Contingencies:
- Going Concern: The Company has sufficient liquidity for working capital needs for at least one year but faces substantial doubt regarding its ability to continue as a going concern if a Business Combination is not consummated.
- Geopolitical Risks: Ongoing conflicts involving Russia, Ukraine, Israel, Hamas, and Iran may cause market disruptions, volatility, and supply chain interruptions, potentially affecting the search for a target.
- Related Party Indemnity: 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.
- Warrant Redemption: Public Warrants may be redeemed if the Class A share price exceeds $18.00 per share for 20 trading days within a 30-day period.
Investor Verification Checklist
- Verify the status of the Trust Account and confirm the $10.05 per share redemption value.
- Confirm the full exercise of the 2,250,000 Unit over-allotment option by underwriters.
- Review the Sponsor's ability to satisfy indemnification obligations regarding Trust Account claims.
- Monitor the 24-month deadline for completing a Business Combination.
- Assess the impact of geopolitical risks on the Company's ability to identify and close a target.
- Check for any subsequent events or amendments to the Trust Account terms post-filing.