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Yorkville Acquisition Corp. (MCGA), a Cayman Islands SPAC, used its June 30, 2025 IPO of 17,250,000 units at $10.00 each to raise $172.5 million, placing $173.36 million in a trust account for a future merger.
The 10-K centers on a signed Business Combination Agreement with Crypto.com affiliates and Trump Media & Technology Group to create Trump Media Group CRO Strategy, focused on holding and staking Cronos (CRO) tokens. Crypto.com will contribute about 6.31 billion CRO and validator infrastructure, while TMTG contributes media IP, in exchange for new Class A and Class B shares plus warrants.
The filing outlines extension mechanics giving Yorkville up to 30 months from the IPO to close a deal, a backstop commitment designed to leave at least $200 million available at closing, and a separate equity purchase facility of up to $5 billion in future TMGCS Class A stock. Extensive risk factors emphasize CRO price volatility, concentration in a single digital asset, counterparty and custody risks, regulatory uncertainty, and the possibility that CRO-focused strategies and validator operations may not achieve profitability.
Yorkville Acquisition Corp. entered into a financing arrangement with its sponsor by issuing a $250,000 convertible unsecured working capital note to Yorkville Acquisition Sponsor, LLC to provide additional working capital. The note carries no interest and is due on the earlier of the company’s initial business combination or its winding up. Upon completion of the initial business combination, the sponsor may elect to convert some or all of the principal at $10.00 per New Unit, into up to 25,000 New Units. Each New Unit consists of one Class A ordinary share and one-third of a redeemable warrant, with each whole warrant allowing purchase of one Class A ordinary share at $11.50 per share. The issuance relied on the private-offering exemption under Section 4(a)(2) of the Securities Act.
Anson Funds Management LP and related entities report beneficial ownership of 1,774,150 Class A Ordinary Shares of Yorkville Acquisition Corp., equal to 9.9% of the outstanding common stock. The shares are held by private funds advised by Anson Funds Management LP and Anson Advisors Inc.
Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo and Moez Kassam each may direct the voting and disposition of these shares. The securities are certified as being held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
ANGELO MARK reported acquisition or exercise transactions in a Form 4 filing for MCGA. The filing lists transactions totaling 1 shares at a weighted average price of $250,000.00 per share. Following the reported transactions, holdings were 1 shares.
Theodore William McDonagh, a director of Yorkville Acquisition Corp. (ticker shown as YORK in this filing), submitted an initial Form 3 reporting that as of the event date 08/21/2025 he does not beneficially own any securities of the issuer. The filing provides the reporting person’s address in Mountainside, New Jersey and indicates the Form 3 was signed on 09/19/2025. No non-derivative or derivative holdings are listed; the form serves to document the director’s initial statement of beneficial ownership and confirms there are currently no reportable holdings.