Yorkville Acquisition Corp.

The 10-K details the definitive proposed de-SPAC transaction, which will convert the trust's cash into a pure-play CRO treasury with a fixed supply of 6.3 billion tokens and potential for staking income. The settlement structure eliminates the existing trust value for any public shareholder who does not redeem. Non-redeeming holders will own shares in a new entity with a volatile, illiquid digital asset and may face corporate-alternative-minimum-tax exposure on unrealized gains. The filing also reveals a going-concern warning for the SPAC itself: it had a $1.65 million working-capital deficit as of year-end, and the $250,000 working-capital note from the sponsor is its only bridge financing. The sponsor, Yorkville Acquisition Sponsor LLC, will receive 2 million forced-exercise warrants at closing, and an affiliate (YA II PN) committed to up to $5 billion of future stock purchases at 97.25% of market price.

This report does not announce extension votes, redemption calendar shifts, or target deals. It solely establishes an ongoing cash drain tied to sponsor execution. The Board of Directors authorized recurring monthly outflows that reduce the pool of capital available before either a merger closes or shares are redeemed at liquidation. Chief Financial Officer Troy Rillo signed the disclosure on December 31, 2025, confirming the administrative implementation of the Board's directive. Investors should monitor how this $15,000-per-month liability interacts with existing trust reserves and whether future filings disclose corresponding reductions in available working capital.

This Rule 425 filing initiates the formal proxy circulation phase, establishing the procedural path to a record date that locks in redemption eligibility ahead of the shareholder vote. Because the approximately $6 billion funding formula explicitly conditions cash, warrant exercises, and credit facility draws on the 'level of redemptions of Yorkville Acquisition Corp.’s public shareholders,' varying redemption percentages will mechanically shift the post-close liquidity and leverage profile while the fixed CRO accumulation target remains static. The document discloses a structural 36-month founder restriction schedule (0% maximum sale limit during months 1–12; capped liquidation windows reaching a cumulative 25% by month 36, with a 10% per-party quarterly ceiling thereafter) and notes the absence of a third-party fairness opinion, providing quantifiable metrics for assessing sponsor alignment and valuation rigor. The attached investor presentation attributes specific utility economics to the combined platform—including zero fee trading, credit card reward multipliers, subscription discounts, and prediction order discounts across Crypto.com and Truth Social/Truth+—and projects a ~6% staking APY based on November 2025 data, alongside operational claims of zero downtime over 4 years, 150M+ total transactions, 10M+ transaction daily bandwidth, $6B+ assets secured, and 500+ ecosystem dApps. These commercial projections serve as the forward-looking baseline against which investors will evaluate the validator delegation strategy and capital deployment feasibility once the definitive Proxy Statement/Prospectus is mailed.

This filing provides the first financial snapshot since the IPO and confirms the SPAC has a signed deal with a deadline of June 30, 2027. The trust value per share is $10.12, slightly above the IPO price due to interest. The proposed business combination with Crypto.com and TMTG is unusual and carries significant regulatory and market risks related to CRO token volatility, digital asset classification, and the novel structure. The going concern warning highlights the need for the deal to close to ensure liquidity. The absence of extension loans and the repayment of the sponsor note indicate no near-term liquidity pressure from sponsor debt, but the negative working capital position is a risk.

Investors monitoring the merger’s economic backdrop and counterparty conduct receive substantive operational and financial updates ahead of the proxy mail-out. Trump Media’s chief executive and president, Devin Nunes, stated that financial assets grew from $274 million in March 2024 to $3.1 billion as of September 30, 2025, while the company generated $10.1 million of operating cash flow in the third quarter and $61.1 million in combined year-to-date realized income. Concerning transaction-related corporate development, Trump Media disclosed a definitive agreement with Crypto.com and Yorkville Acquisition Corp. to establish a minority interest in Trump Media Group CRO Strategy, Inc., coupled with a balance-sheet acquisition of approximately 684.4 million CRO funded by $50 million of cash and $47 million of common stock. Management characterizes the resulting vehicle as the first and largest publicly traded CRO treasury company and projects it will carry the largest digital asset treasury-to-digital asset market-cap ratio in history. Platform enhancements detail Truth Search AI beta testing powered by Perplexity, Truth+ streaming rollout across iOS, Android, web, and connected TV devices, and a forthcoming embedded prediction market deployment via Crypto.com | Derivatives North America. On legal matters, the Delaware Court of Chancery dismissed all eight claims (six with prejudice) brought by United Atlantic Ventures, LLC, though general counsel and secretary Scott Glabe acknowledged that litigation costs reached $20.3 million in the third quarter, predominantly linked to the 2024 SPAC merger process. Revenue from core social and streaming platforms remains unreported; management attributes a $54.8 million net loss to $54.1 million in non-cash fair-value adjustments, stock-based compensation, and depreciation. These disclosures define the asset scale, cash-flow status, and crypto-allocation strategy that underpin the pending merger thesis before shareholders exercise redemption or approval rights.

The submission injects new commercial, financial, and operational context ahead of the proxy solicitation. According to the attached press release, Trump Media announced an exclusive integration with Crypto.com | Derivatives North America (CDNA), a CFTC-registered exchange and clearinghouse, to embed real-time prediction contracts into Truth Social. Crypto.com Co-Founder and CEO Kris Marszalek characterized the space as a 'multi-deca-billion dollar industry.' Trump Media Chairman and CEO Devin Nunes reported that the company carries 'more than $3 billion in financial assets as of the end of the second quarter' and 'posted our first quarter of positive operating cash flow after going public just last year.' Beta testing commences 'in the near future,' preceded by a U.S. rollout and later global deployment. Users will convert interaction-derived 'Truth gems' into Cronos (CRO) cryptocurrency to buy contracts, validating Yorkville’s merger thesis of creating 'Trump Media Group CRO Strategy, Inc.'—a newly incorporated entity explicitly designed as a digital asset treasury company focused on accumulating CRO. These disclosed metrics, token mechanics, and partnership structures materially shape pre-vote investor expectations, valuation baselines, and operational execution risk surrounding the SPAC combination.

For investors evaluating redemption timing and post-combination economics, the filing quantifies the anticipated capital stack using exact disclosed figures: '6,313,000,212 CRO tokens as of September 9, 2025, worth approximately $1 billion and comprising ~19% of total CRO circulating supply'; '$200 million in cash'; '$220 million from mandatory-exercise warrants'; and a '$5 billion equity line of credit from YA II PN, Ltd.', which the founding partners characterize as creating 'a potential $6.42 billion funding package.' As attributed by the founders, the combined entity will operate as a pure-play digital asset treasury that allocates substantially all reserves to acquiring CRO, runs a Cronos validator node to compound staking rewards, and integrates CRO utility across Truth Social networks. Following closing, major ownership will rest with Trump Media, Crypto.com, and the Yorkville sponsor, with MCGA public shareholders participating as transition participants. The communication explicitly notes 'the lack of a third-party fairness opinion,' cites operational dependencies on chain performance and crypto tax regulation, and flags 'potential legal proceedings that may be instituted against Yorkville Acquisition Corp.' These parameters directly inform redemption valuation models, post-close float dynamics, and sponsor alignment scrutiny ahead of the shareholder vote.

Highly material due to extreme single-asset concentration in a volatile cryptocurrency, heavy reliance on dated financing facilities, explicit disclosure of no fairness opinion, and direct correlation between CRO market performance and combined entity solvency—all of which directly impact redemption calculus, closing probability, and post-combination liquidity dynamics.

According to the filing, May Owen Arthur has neither purchased nor sold public shares, meaning no fresh insider equity has entered the capital structure to signal sponsorship conviction or create off-exchange selling pressure that could influence redemption behavior. In a pre-deal environment, a zero-activity Form 3 functions as a Section 16 compliance anchor; it does not disclose pipeline targets, Letters of Intent, revenue metrics, technology assets, or commercial partnerships that would compress the timeline toward June 30, 2027. Because the issuer’s trust distribution mechanics depend on the stated $10.12 per-share amount and have not been altered by this report, shareholders tracking liquidity events or sponsor diligence should look to subsequent proxy statements or 8-K filings for actual acquisition milestones. The absence of reported positions does not trigger a liquidation event, modify the redemption calculation, or indicate a change in sponsor governance posture.

The integrated interview functions as substantive marketing material driving the proxy solicitation. Devin Nunes asserts the company raised about $2.3 billion to build a Bitcoin Treasury holding roughly $3 billion in Bitcoin and cash, and accepted approximately $100 million in CRO tokens from Crypto.com for corporate equity. He details a Patriot Package priced at $10 a month delivering 52 linear channels, 7-day playback, and streaming verification, claiming the firm achieved cash-flow-positive status last quarter amid legal expenses following a two-and-a-half-year dispute with the SEC and political opponents. Kris Marszalek states Crypto.com deployed one billion dollars of CRO into the joint venture, cites past annual results of about $1.5 billion in revenue and $1 billion in gross profit with about $700 million reinvested, and announces imminent CFTC-regulated U.S. sports prediction markets anticipated to yield minimal near-term revenue but substantial growth over five years. These unverified operational projections, partnership dependencies, and historical governance claims shape the investment thesis and associated risks that shareholders will evaluate prior to voting.

The filing identifies the target (Trump Media Group CRO Strategy, Inc.) and the underlying digital asset (Cronos/CRO), which is highly volatile. It warns of material risks, including that the business combination may not be completed by the deadline, the potential for significant redemptions by public shareholders, and the correlation of the post-combination stock price to the price of CRO. For investors tracking deal progress, this is the first clear identification of the target and the asset focus.

Form 425 submissions serve as the official regulatory conduit for disseminating material transaction details, voting schedules, pro forma financial representations, and sponsor commitments to public shareholders before a special meeting or business combination closes. These filings frequently clarify redemption windows, update purchase prices, adjust consideration structures, or announce strategic pivots, making them critical for tracking SPAC mechanics. However, because the exhibit text and imagery are not included in the provided excerpt, no independent claims about customer traction, revenue projections, market sizing, technology roadmaps, partnership terms, executive transitions, or litigation posture can be verified. Investors must retrieve the actual `.htm` and `.jpg` attachments from EDGAR to assess whether any operational assertions or contractual modifications have been disclosed.

This document is the definitive merger agreement that sets the binding terms for the business combination. It establishes the trust condition ($200M minimum), the consideration structure (shares plus performance-based warrants), post-combination governance, lock-up provisions, and a substantial equity backstop. The deal merges a high-profile crypto asset (Cronos via Crypto.com) with the Trump Media brand, creating a publicly traded entity focused on a Cronos validator node business. The filing triggers redemption rights and sets the timeline for shareholder vote and closing.

This is the definitive agreement that takes Yorkville from 'searching' to 'LOI signed/merger agreement' stage. The transaction has a $200 million minimum trust condition post-redemption, has a backstop agreement, and includes a $5 billion equity line commitment. Investors can now assess the terms of the deal, the counterparties, and the potential for dilution before the shareholder vote on the transaction.

The backstop arrangement directly impacts shareholder redemption calculus by establishing a defined purchaser floor for withdrawn shares up to the 9.9% limit, which preserves public float stability if large-scale redemptions occur. According to Co-Founder and CEO of Crypto.com Kris Marszalek, the project encompasses more than the entire current market capitalization of CRO alongside over $400 million in combined cash and warrants plus a $5 billion credit facility, signaling aggressive scaling of the post-combination vehicle relative to the existing trust. Chairman and CEO of Trump Media & Technology Group Devin Nunes characterized the transaction as aligning traditional investment opportunities with digital asset ecosystems positioned for greater utility. Post-close strategy centers on accumulating CRO and operating a validator node to generate staking rewards for network security participation, governance delegation, and operational expense offsetting, as detailed in the press release. Risk factors emphasized by the Company highlight the highly volatile nature of CRO’s price, regulatory uncertainty surrounding crypto assets, and potential difficulties in growing validator operations or maintaining exchange listings if redemptions deplete the public float. The filing also confirms there is currently no third-party fairness opinion supporting the deal valuation. Exclusive capital markets advising is provided by Clear Street, DLA Piper LLP (US) serves as Yorkville’s legal counsel, and Skadden, Arps, Slate, Meagher & Flom LLP represents Crypto.com. Investors must await the forthcoming Registration Statement on Form S-4 and accompanying Proxy Statement/Prospectus to review definitive voting procedures, record dates, and final trust distribution terms ahead of the scheduled Extraordinary General Meeting.

This is the first definitive agreement for Yorkville, transitioning from a blank-check to a specified digital asset treasury strategy. The backstop limits redemption risk for public shareholders, and the large equity line and cash commitments suggest substantial funding. The trust per share is $10.12, and the deadline is June 30, 2027, so no immediate time pressure. The involvement of Trump Media and Crypto.com adds significant profile and potential volatility linked to CRO price. The side purchase agreement between Trump Media and Crypto.com is also material as it establishes the CRO treasury for Trump Media, which will be a key asset in the combined entity. Investors should monitor the proxy statement for shareholder vote details and redemption mechanics.

This filing confirms a definitive de-SPAC merger with two high-profile counterparties (Crypto.com and Trump Media). The trust condition of $200M minimum after redemptions (with backstop) is critical for redemption calculus. The $5B equity line at 97.25% of market price could be highly dilutive. Earnout triggers at $11/$20/$40 and forced exercise warrants at $10.00 create complex incentives. Board control shifts to Crypto.com (3 directors) with one TMTG-designated seat. The involvement of Trump Media introduces political/brand risk and potential volatility. Investors should evaluate the likelihood of redemptions and the impact of the backstop and stock purchase agreement on per-share value.

This 425 filing materially clarifies the asset profile and partner commitments underlying the pending merger ahead of the proxy solicitation. According to the released partnership agreement, Trump Media will purchase approximately $105 million in Cronos (CRO) tokens (685,427,004 CRO, representing ~2% of the total CRO market cap as of announcement) and Crypto.com will purchase $50 million in Trump Media common stock, with both positions subject to a lockup period. CEO and Chairman Devin Nunes stated the integration aims to deploy CRO as a utility token across Truth Social and Truth+ rewards systems anchored by Crypto.com’s digital wallet infrastructure, while co-founder and CEO Kris Marszalek described the initiative as broadening regulated blockchain access. The filing attributes significant valuation dependence to CRO’s price volatility, notes the plan to stake assets via Crypto.com Custody, and catalogs structural risks including shell company classification by exchanges or the SEC, tax treatment uncertainties for crypto holdings, and the hard contingency that the business combination close before the 2027-06-30 deadline. Investors should monitor the forthcoming S-4/Proxy Statement for the precise redemption mechanism, trust distribution methodology, and any extension or liquidation triggers outlined by Yorkville Acquisition Corp. management.

It materially alters the investment thesis tracked by replacing the unknown target profile with a highly leveraged, single-asset digital treasury strategy tied to a socially integrated platform. The disclosed $6,300,000,000.0 CRO allocation relative to a sub-$5,000,000,000 announced token market cap implies extraordinary buy-side pressure, while the sponsor/partner four-year lockup directly constrains post-combination sell-side dynamics. For redemption tracking, the explicit risk warning regarding redemption levels affecting float and quotation status signals management expects active counterparty positioning ahead of the S-4/Proxy Statement filing. Investors monitoring trust value retention and deal completion probability must watch for the forthcoming Registration Statement on Form S-4, which will codify the exact conversion ratios, redemption election procedures, and conditions precedent currently only summarized.

This filing materially shifts shareholder decision parameters regarding redemption timing, expected trust distribution mechanics, and sponsor alignment. The backstop and extended lock-up structure aim to stabilize the post-combination float and mitigate immediate redemption-driven liquidity crunches, while the missing fairness opinion leaves valuation substantiation to internal representations. Strategic and operational claims are sourced exclusively to the executing parties: Kris Marszalek, Co-Founder and CEO of Crypto.com, states the capital stack encompasses '$1 billion in CRO (6,313,000,212 CRO, representing ~19% of the total CRO market cap as of announcement),' '$200 million in cash and $220 million cash-in mandatory exercise warrants,' alongside a '$5 billion equity line of credit' to establish a validator-node-based treasury strategy designed to compound holdings via staking rewards. Devin Nunes, Chairman and CEO of Trump Media & Technology Group Corp., asserts the partnership demonstrates continued cryptocurrency bullishness. The issuing parties describe Cronos as a 'high performance, interoperable blockchain' intended to anchor a digital asset treasury targeting instant payments, real-world asset tokenization, and regulatory-aligned U.S. financial system integration. No revenue, customer concentration, or litigation figures are disclosed beyond these forward-looking strategic commitments and standard SEC risk disclosures.

Accumulation filings can presage liquidity pressure, but without the omitted share count, cost basis, or stated objective, analysts cannot determine whether this position will support redemption demand, back an extension, or align with sponsor acquisition criteria. Yorkville Acquisition Corp.’s $10.12 trust/share balance and 2027-06-30 deadline originate exclusively from the prompt’s metadata, not the 13G excerpt. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel appear in this submission, so no executive, analyst, or third-party statements are present to attribute.

This filing establishes the baseline trust value ($10.05/share), the 24-month deadline (June 30, 2027), and confirms there is no target yet. It also shows the company had $815,154 of working capital outside the trust as of June 30, 2025.

THIS FURTHER REVEALS that the registrant remains a blank-check entity with no selected target and no substantive business combination discussions underway. Management explicitly states the firm intends to focus its search at the intersection of media, technology, and entertainment. This filing materializes the post-IPO liquidity event for UNIT holders, enabling independent pricing for the equity and derivative legs ahead of the June 30, 2027 liquidation deadline. The separate trading mechanism does not alter redemption rights or trust account mechanics, but introduces warrant volatility that may affect secondary market behavior while the sponsor continues its mandated search period.

This filing finalizes the SPAC's capitalization structure and redemption floor at $10.05 per share, establishing the baseline for investor exit calculations. The 24-month completion window creates a hard deadline for deal execution, after which public shareholders face automatic liquidation unless extended via sponsor-facilitated extension loans. The sponsor's indemnity commitment and waiver of redemption rights align management incentives with public shareholder returns, though the notes caution the sponsor may lack sufficient funds beyond its equity holdings to satisfy indemnification obligations. Disclosure of deferred underwriting fees ($5,175,000) and representative share allocations (229,425 shares to Clear Street) outlines future liability and potential dilution. The explicit confirmation of zero target discussions at launch resets market timelines for acquisition announcements.

What changed: A Schedule 13G/A (amended beneficial ownership report) identifying holders Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo, and Moez Kassam. The filing updates the SEC’s record of the aggregate beneficial ownership position held by the listed holders. No amended share quantities, percentage brackets, transaction dates, or stated reasons for the amendment are disclosed in the excerpt. Why it matters: This routine compliance exhibit does not alter redemption deadlines, trust valuations, extension votes, deal progress, or sponsor conduct. No substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are included. The amendment appears purely administrative given the complete absence of disclosed portfolio movements or threshold adjustments.

What changed: Quarterly Report (Form 10-Q) for Yorkville Acquisition Corp., a blank check company searching for a business combination. The trust value per share increased from $10.22 at Dec 31, 2025 to $10.31 at Mar 31, 2026, with total trust assets growing from $176,338,275 to $177,932,677 ($1,594,402 of income). Cash outside trust fell from $212,099 to $60,261. The working capital deficit deepened from approximately ($1,648,235) to ($2,258,970). The sponsor provided a new $250,000 working capital loan (drawn Feb 19, 2026). Key personnel change: CEO Kevin McGurn resigned April 22, 2026, replaced by CFO Troy Rillo. Why it matters: The company has a signed Business Combination Agreement (Aug 25, 2025) with Crypto.com (Foris Holdings KY Limited) and Trump Media & Technology Group Corp. (TMTG) to acquire Cronos tokens and brand licensing assets. The trust has 17,250,000 shares at $10.31/share, well above the $10.05 floor. The SEC filing confirms active deal pursuit, but the company's going concern warning, negative working capital, and CEO resignation signal execution risk. No redemption deadline changes, but the clock runs to June 2027.

What changed: a routine compliance exhibit (Limited Power of Attorney, Exhibit A and Exhibit B) filed as part of a Schedule 13G, authorizing designated corporate officers to sign and submit Section 13(d) and Section 13(g) disclosure forms with the U.S. Securities and Exchange Commission regarding MCGA securities. This filing bears nothing on Yorkville Acquisition Corp.’s redemption deadline, trust value, extension provisions, deal progress, or sponsor conduct. It solely establishes internal signature authority for regulatory filings and introduces no changes to shareholder liquidity parameters, trust preservation mechanisms, or business combination timelines. Why it matters: Beyond the lack of SPAC mechanical updates, the document discloses, on behalf of Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC, that Takahiro Katsura holds the title Managing Director, Head of Global Branches & Subsidiaries Coordination Office, Global Corporate Function Coordination Department; Shuji Matsuura holds Senior Managing Corporate Executive, Head of Global Corporate & Investment Banking and Managing Executive Officer, Head of Global Corporate & Investment Banking Division; and Adam Hopkins holds Chief Legal Officer and Managing Director, General Counsel. These entities identify principal business offices at 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan, and 1271 Avenue of the Americas, NY, NY 10020, USA. The filing contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation, and carries no material implications for investor tracking of redemption windows, trust accounting, extension votes, or sponsor activity.

What changed: Routine compliance exhibit: a Joint Filing Agreement (Exhibit A) to a Schedule 13G/A coordinating SEC disclosure under Rule 13d-1(k) for beneficial ownership reporting of Yorkville Acquisition Corp. securities. Per the agreement executed on May 14, 2026, eight Harraden Circle investment entities and Frederick V. Fortmiller, Jr. formally agree to file this schedule and any future amendments—including Schedule 13D—collectively on each other’s behalf. Regarding MCGA mechanics, the document contains no revisions to the trust balance, redemption calendar, extension mechanism, target acquisition status, or sponsor behavior. Beyond procedural consolidation, the text attributes signing authority exclusively to Mr. Fortmiller in his capacity as Managing Member across the listed LLCs, LPs, and general partners. Why it matters: The filing is administrative and does not affect MCGA’s SEARCHING trajectory, shareholder conversion rights, or cash preservation mechanics. Because the joint agreement discloses no percentage thresholds, change-of-control triggers, or intent to sell/redeem, it neither alters redemption math nor indicates imminent corporate action. It primarily confirms centralized reporting control under Mr. Fortmiller, streamlining future regulatory submissions while remaining silent on operational developments, market strategy, or revenue projections.

What changed: SEC Form 8-K Current Report documenting executive departures and appointments under Item 5.02. On April 22, 2026, Kevin McGurn notified the board of his immediate resignation as Chief Executive Officer and director, stating the departure resulted from no dispute or disagreement regarding operations, policies, or practices. The board immediately appointed Troy Rillo as Chief Executive Officer effective the same date. Regarding the specified mechanics, the filing contains no amendments to the redemption deadline, trust value per share, extension motions, or target acquisition progress, leaving those prior contractual parameters undisturbed. Why it matters: The leadership turnover occurs while the entity remains in searching status, shifting executive responsibility for potential business combinations and sponsor coordination. The filing attributes to the registrant the explicit disclosure that Mr. Rillo is a Partner of Yorkville Advisors, an affiliate of Yorkville Acquisition Sponsor, LLC, meaning he may hold an indirect interest in the arrangements between the Company and its Sponsor and necessitates monitoring for future related-party disclosures under Item 404(a) of Regulation S-K. Other substantive details attributed to the filing include Mr. Rillo’s age of 57, his continued service as Chief Financial Officer since August 2025, his prior chief financial officer tenures at Texas Ventures Acquisition III Corp (beginning September 2025) and Blue Water Acquisition Corp. III (beginning November 2025), his background advising public and private companies on capital-raising and mergers at K&L Gates LLP, and his admission to practice law in New Jersey and Florida. The Company expressed gratitude to Mr. McGurn for his dedicated service. The registrant confirms its emerging growth company classification, lists Class A ordinary shares with a par value of $0.0001 per share, and identifies warrants exercisable for one Class A ordinary share at an exercise price of $11.50.

What changed: Annual Report on Form 10-K for Yorkville Acquisition Corp. for the year ended December 31, 2025. This is the Company's first 10-K since its IPO (June 30, 2025). It is still searching for a business combination. On August 25, 2025, the Company signed a Business Combination Agreement to contribute 6,313,000,212 Cronos tokens (CRO) to a new entity, Trump Media Group CRO Strategy (TMGCS), with closing consideration including 100 million Class B shares to Crypto.com Sub, 10 million Class A shares and three earnout warrants to TMTG, a backstop to keep at least $200 million in trust, a $250,000 working capital note from the sponsor on February 11, 2026, and a separate voting agreement governing board composition. Why it matters: The 10-K details the definitive proposed de-SPAC transaction, which will convert the trust's cash into a pure-play CRO treasury with a fixed supply of 6.3 billion tokens and potential for staking income. The settlement structure eliminates the existing trust value for any public shareholder who does not redeem. Non-redeeming holders will own shares in a new entity with a volatile, illiquid digital asset and may face corporate-alternative-minimum-tax exposure on unrealized gains. The filing also reveals a going-concern warning for the SPAC itself: it had a $1.65 million working-capital deficit as of year-end, and the $250,000 working-capital note from the sponsor is its only bridge financing. The sponsor, Yorkville Acquisition Sponsor LLC, will receive 2 million forced-exercise warrants at closing, and an affiliate (YA II PN) committed to up to $5 billion of future stock purchases at 97.25% of market price.

What changed: Routine compliance exhibit — Amended Schedule 13G beneficial ownership report filed pursuant to Section 13(d) of the Securities Exchange Act of 1934. The excerpt names six co-reporting persons constituting a statutory group: Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo, and Moez Kassam. It discloses no share quantity, percentage of outstanding stock, acquisition date, purchase price, or stated purpose of the transaction. Consequently, it updates no numerical holdings, introduces no movements that would affect the redemption calendar, alter trust account distributions, impact the 2027-06-30 business combination deadline, or signal sponsor-conducted extension negotiations. Why it matters: The formation of a Rule 13d-5 group at Yorkville Acquisition Corp. indicates coordinated capital deployment among investment advisory vehicles and principals while the entity remains in the SEARCHING phase. Institutional advisory entrants typically accumulate stakes to either maintain passive exposure or prepare to influence board composition, liquidation timing, or target approval. Because the filing excerpt omits all position sizes and intent declarations, it cannot independently trigger mandatory tender windows, shift per-share redemption math, or alter sponsor fiduciary decision points. Tracking future 13D or amended 13G/A submissions will reveal whether this group’s aggregate holding crosses the 5% reporting floor that would require explicit statements regarding proxy contests, control objectives, or resistance to restrictive extension amendments. The document contains no assertions regarding revenue, customer concentration, market sizing, technology roadmaps, partnership terms, or pending litigation.

What changed: A Form 8-K Current Report filing pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, documenting the entry into a material definitive agreement (Working Capital Note), creation of a direct financial obligation, unregistered sales of equity securities, and attached exhibits. Per the registrant's disclosure, on February 11, 2026, Yorkville Acquisition Corp. executed a convertible unsecured promissory note with Yorkville Acquisition Sponsor, LLC for a principal amount of $250,000.00 to secure additional working capital. The issuer states the note bears zero percent interest, matures on the earlier of initial business combination consummation or winding-up effectiveness, and may be prepaid at the company's election. The reported conversion mechanic allows the Sponsor, upon business combination, to elect conversion at $10.00 per unit into New Units, capped at 25,000 New Units. Each New Unit delivers one Class A ordinary share and one-third of one redeemable warrant entitling the holder to buy one share at $11.50 per share, exercisable 30 days post-combination. Chief Executive Officer Kevin McGurn signed the note, which includes a trust waiver relinquishing claims against the trust account. Chief Financial Officer Troy Rillo attested to the filing on February 17, 2026. The document further identifies the entity as a Cayman Islands blank check company classified under SIC 6199 (Finance Services), lists NASDAQ ticker symbols MCGAU, MCGA, and MCGAW, cites reliance on Section 4(a)(2) of the Securities Act of 1933, and files Exhibit 10.1 as the full promissory note. Why it matters: The transaction injects $250,000.00 of operational liquidity while preserving the $10.12 per-share trust value and the 2027-06-30 redemption deadline. By contractually subordinating the Sponsor's recovery right to the trust account, the arrangement eliminates any incremental drag on public shareholder redemptions or trust distribution math. Because the conversion pricing and unit composition duplicate the IPO private placement structure, future share count dilution aligns with pre-anounced economic terms, signaling routine sponsor-backed funding rather than altered deal progression or revised corporate strategy.

What changed: Routine compliance exhibit: Form 4 insider ownership report. According to the filing, director Angelo Mark (10% owner) and Yorkville Acquisition Sponsor LLC (10% owner) reported 'No non-derivative transactions or holdings reported.' Insider share counts, warrant holdings, and convertible instrument exposures remained unchanged. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel movements. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this static reporting confirms no recent adjustments to sponsor or board equity stakes. Per the disclosure, the absence of purchases, sales, or derivative exercises indicates no active shift in alignment ahead of a potential business combination, extension vote, or redemption window. The SPAC’s operational cadence remains bound to the $10.12 per-share trust value and the 2027-06-30 deadline, neither of which is altered by this routine ownership update.