Business Context and Reporting Period
Company: Yorkville Acquisition Corp. (MCGA/MCGAU/MCGAW)
Filing Type: Form 10-Q (Unaudited)
Period Ended: June 30, 2026
Status: Cayman Islands exempted company; Emerging Growth Company; Smaller Reporting Company.
Business Model: Blank check company (SPAC) formed on March 3, 2025, to effect a business combination. No operating revenues generated to date.
Key Financial Metrics
| Metric | As of June 30, 2026 | As of Dec 31, 2025 |
|---|---|---|
| Cash (Outside Trust) | $181,617 | $212,099 |
| Investments in Trust Account | $179,533,784 | $176,338,275 |
| Total Assets | $179,917,359 | $176,820,874 |
| Total Liabilities | $7,959,023 | $7,227,001 |
| Working Capital Deficit | ($2,400,448) | ($1,648,235) |
| Class A Shares Subject to Redemption | 17,250,000 shares ($10.31/share) | 17,250,000 shares ($10.22/share) |
Results of Operations (Six Months Ended June 30, 2026)
- Net Income: $2,364,463 (vs. Net Loss of $92,134 for the same period in 2025).
- Income on Investments in Trust Account: $3,195,509.
- General and Administrative Expenses: $833,363.
- Net Income Per Share (Basic & Diluted): $0.10 for all share classes.
Liquidity and Debt
- Working Capital Note: $500,000 outstanding (convertible promissory note to Sponsor).
- Deferred Underwriting Commissions: $5,175,000 (payable only upon successful business combination).
- Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern due to the requirement to complete a business combination by June 27, 2027, or liquidate.
Material Changes and Unusual Items
- Termination of Business Combination: On August 7, 2026, the Company terminated its Business Combination Agreement with Crypto.com and Trump Media & Technology Group Corp. (TMTG) due to market conditions. This was a material subsequent event.
- Deferred Fee Reversion: Following the termination, the deferred underwriting fee reverted from the reduced amount of $3,105,000 back to the original $5,175,000.
- Executive Resignation: Kevin McGurn resigned as Chief Executive Officer effective April 22, 2026. The resignation was not due to any dispute.
- Trust Account Growth: The Trust Account balance increased by approximately $3.2 million during the six-month period, primarily due to interest income on U.S. government securities.
Outlook, Risks, and Contingencies
- Deadline: The Company must consummate a business combination by June 27, 2027 (24 months from IPO), or it will liquidate and redeem public shares.
- Liquidity Needs: The Company relies on the $500,000 Working Capital Note and potential future loans from the Sponsor to fund operations. If a combination is not completed, the Sponsor is not obligated to provide further funding.
- Redemption Rights: Public shareholders may redeem shares for a pro-rata portion of the Trust Account ($10.31 per share as of June 30, 2026) upon the completion of a business combination or liquidation.
- Geopolitical Risks: The filing notes risks associated with ongoing conflicts (Russia/Ukraine, Israel/Hamas) impacting global markets and the ability to find a target.
Investor Verification Checklist
- Extension Possibility: Verify if the Company has the ability or intent to seek shareholder approval for an extension of the combination deadline beyond June 27, 2027.
- Sponsor Solvency: Assess the Sponsor's ability to fund the $500,000 Working Capital Note and potential future extension loans if a new target is not found quickly.
- Trust Account Yield: Monitor the interest rate environment, as the Company's net income is currently driven almost entirely by Trust Account yields.
- Deferred Fee Impact: Confirm the impact of the full $5.175 million deferred underwriting fee on the net cash available to the combined entity in a future transaction.
- Target Search Status: Review subsequent filings for any new letters of intent or business combination agreements following the Crypto.com/TMTG termination.