Business Context and Reporting Period
Company: Yorkville Acquisition Corp. (Ticker: MCGA/MCGAU/MCGAW)
Reporting Period: Year ended December 31, 2025 (Inception: March 3, 2025)
Status: Special Purpose Acquisition Company (SPAC) / Blank Check Company
Primary Activity: The Company has not commenced operations. Activities are limited to formation, the Initial Public Offering (IPO), and identifying a target for an initial business combination.
Key Financial Metrics
| Metric | Value |
|---|---|
| Revenue | $0 (No operating revenues) |
| Net Income | $499,085 |
| Trust Account Balance | $176,338,275 (as of Dec 31, 2025) |
| Cash Outside Trust | $212,099 |
| Working Capital Deficit | ($1,648,235) |
| Total Liabilities | $7,227,001 |
| Deferred Underwriting Fee | $5,175,000 (Reduced to $3,105,000 if Business Combination closes) |
Material Changes and Business Combination
Proposed Business Combination: On August 25, 2025, the Company executed a Business Combination Agreement to merge with entities related to Crypto.com and Trump Media & Technology Group Corp. (TMTG). The combined entity will be named Trump Media Group CRO Strategy (TMGCS).
- Target Assets: The transaction involves the contribution of approximately 6.31 billion Cronos (CRO) tokens and TMTG assets to establish a digital asset treasury.
- Consideration: Sellers will receive Transaction Shares, Forced Exercise Warrants, and Earnout Warrants.
- Financing: A Backstop Subscription Agreement was entered into to ensure at least $200 million is held in the Trust Account or available to the Combined Company post-closing.
Outlook, Risks, and Contingencies
Going Concern: The filing includes an "Emphasis of Matter" regarding substantial doubt about the Company's ability to continue as a going concern for one year from the issuance date without additional financing or the consummation of the Business Combination.
Key Risks:
- Regulatory Uncertainty: Significant risks regarding the classification of CRO as a security and evolving digital asset regulations in the U.S. and globally.
- Asset Volatility: The Combined Company's value will be heavily dependent on the price of CRO, which is highly volatile.
- Custody and Cybersecurity: Risks related to the custody of digital assets, including potential loss of private keys or cyberattacks.
- Redemption Risk: Public shareholders may redeem shares, potentially reducing the cash available for the transaction.
Subsequent Event: On February 11, 2026, the Company issued a $250,000 convertible Working Capital Note to the Sponsor to fund working capital needs.
Investor Verification Checklist
- Business Combination Approval: Verify the status of shareholder votes and regulatory approvals required to close the Crypto.com/TMTG merger.
- Redemption Levels: Monitor the percentage of public shares redeemed, as high redemption rates could impact the post-merger liquidity and public float.
- CRO Valuation: Assess the current market price of Cronos (CRO) tokens relative to the carrying value and the potential for impairment charges under U.S. GAAP.
- Regulatory Status: Confirm the SEC's stance on CRO and whether the Combined Company will be classified as an investment company.
- Extension Loans: Check if the Company requires extension loans to meet the 24-month deadline for the business combination.