Yorkville Acquisition Corp-A(YORK)

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York Harbour Updates Option Agreement Timeline with Firetail and Announces Proposed Name Change
Newsfile· 2025-10-06 20:30
York Harbour Updates Option Agreement Timeline with Firetail and Announces Proposed Name ChangeOctober 06, 2025 4:30 PM EDT | Source: York Harbour MetalsVancouver, British Columbia--(Newsfile Corp. - October 6, 2025) - YORK HARBOUR METALS INC. (CSE: YORK) (OTC Pink: YORKF) (Frankfurt: 5DE) (the "Company" or "York Harbour") announces that, pursuant to the option agreement dated June 5, 2024 (the "Option Agreement") with Firetail Resources Limited, ("Firetail"), now known as Mammoth Minerals Lim ...
York Harbour Expands into Clean Energy Exploration Through Strategic Hydrogen Asset Acquisition
Newsfile· 2025-09-25 13:15
York Harbour Expands into Clean Energy Exploration Through Strategic Hydrogen Asset AcquisitionSeptember 25, 2025 9:15 AM EDT | Source: York Harbour MetalsVancouver, British Columbia--(Newsfile Corp. - September 25, 2025) - YORK HARBOUR METALS INC. (CSE: YORK) (OTC Pink: YORKF) (FSE: 5DE) (the "Company" or "York Harbour") is pleased to announce that it has entered into a mineral property purchase agreement (the "Agreement") with 1502757 B.C. Ltd (the "Seller"), for the acquisition of a portfol ...
Trump Media's CRO Strategy SPAC Deal Could Redefine Digital Asset Treasuries
Benzinga· 2025-09-16 11:11
Core Viewpoint - Trump Media & Technology Group, Yorkville Acquisition Corp., and Crypto.com are forming Trump Media Group CRO Strategy, Inc., a digital asset treasury that could become one of the largest holders of Cronos (CRO) tokens in the market [1][2]. Deal Structure - The proposed entity will be funded with $1 billion in CRO tokens, over 6.3 billion CRO, representing approximately 19% of the token's market cap at the time of the announcement [7]. - Additional funding includes $200 million in cash, $220 million from warrant exercises, and access to a $5 billion equity line of credit from Yorkville affiliate YA II PN, Ltd. [7]. - The combined company intends to list on Nasdaq under the ticker "MCGA" post-merger [7]. Strategic Intent - The strategy aims to allocate nearly all reserves to CRO accumulation and validator operations, allowing participation in Cronos network governance and earning staking rewards [3]. - Operating a validator node could compound the company's CRO position over time [3]. Market Implications - The partnership positions Cronos as a central infrastructure play in the digital economy, designed for cross-chain interoperability and low-cost smart contract deployment [4]. - The strategy reflects a broader trend of companies building digital asset treasuries as balance-sheet anchors, similar to corporate Bitcoin holdings in previous cycles [5]. - The performance of the equity will be highly correlated to CRO's price, exposing shareholders to digital asset volatility [8].
Yorkville Acquisition Corp. Announces Ticker Symbol Change to “MCGA” Ahead of Trump Media Group CRO Strategy, Inc. Listing
Globenewswire· 2025-09-05 16:30
Group 1 - Yorkville Acquisition Corp. will change its name to Trump Media Group CRO Strategy upon the completion of the business combination with Trump Media & Technology Group Corp. and Crypto.com [2][5] - The new ticker symbol for Yorkville Acquisition Corp. will be "MCGA" starting September 8, 2025, with the corresponding symbols for publicly-traded units and warrants being "MCGAU" and "MCGAW" respectively [1][3] - Trump Media Group CRO Strategy aims to strategically invest in digital asset ecosystems, focusing on the acquisition and management of the native cryptocurrency token of the Cronos ecosystem, known as CRO [4][2] Group 2 - Trump Media operates platforms such as Truth Social and Truth+, which aim to provide a safe space for free expression and family-friendly content, respectively [7] - Crypto.com, founded in 2016, is recognized for its regulatory compliance and security, with a vision of making cryptocurrency accessible to everyone [8] - The business combination is intended to create a digital asset treasury company that connects traditional investment opportunities with digital assets [4][2]
Trump Media, Crypto.com Close Purchase Agreement
Globenewswire· 2025-09-05 12:30
Core Viewpoint - Trump Media has finalized a strategic partnership with Crypto.com, acquiring 684.4 million Cronos (CRO) tokens at approximately 15.3 cents per token, representing about 2% of the current circulating CRO supply [2][3] Company Overview - Trump Media operates the social media platform Truth Social, the streaming platform Truth+, and the FinTech brand Truth.Fi, aiming to provide a safe harbor for free expression and family-friendly content [7] - Crypto.com, founded in 2016, is a leader in regulatory compliance and security in the cryptocurrency industry, with a vision of "Cryptocurrency in Every Wallet" [8] Strategic Partnership Details - The acquisition involves a 50% stock and 50% cash exchange, with the CRO tokens secured through Crypto.com's institutional-grade custody solution, allowing Trump Media to stake the tokens for additional revenue [2][3] - The partnership includes a mutual cooperation agreement to integrate the CRO token into the Truth Social and Truth+ platforms, creating a rewards system utilizing Crypto.com's digital wallet infrastructure [3] Business Combination - Trump Media Group CRO Strategy, Inc. has entered into a definitive agreement for a business combination with Yorkville Acquisition Corp, a SPAC, to form a digital asset treasury company focused on acquiring CRO [4]
Trump Media Group CRO Strategy to Acquire $6.42 Billion for CRO Digital Asset Treasury
Globenewswire· 2025-08-26 12:30
Core Viewpoint - The announcement details a definitive agreement for a business combination between Yorkville Acquisition Corp., Trump Media & Technology Group, and Crypto.com to create Trump Media Group CRO Strategy, Inc., focusing on acquiring the CRO cryptocurrency token from the Cronos ecosystem [1][2]. Group 1: Business Combination Details - The business combination will result in Trump Media Group CRO Strategy being majority-owned by Yorkville, Trump Media, and Crypto.com, with expected funding of $1 billion in CRO, $200 million in cash, and $220 million in cash-in mandatory exercise warrants [2][5]. - The total funding will also include a $5 billion equity line of credit from an affiliate of Yorkville, making it the largest publicly traded CRO treasury company [2][10]. - Yorkville Acquisition Corp. plans to change its Class A ordinary shares trading symbol to "MCGA" prior to the business combination [4]. Group 2: Strategic Focus and Operations - Trump Media Group CRO Strategy aims to establish a digital asset treasury centered on the accumulation and active management of CRO, focusing on yield-generating assets [11][12]. - The strategy includes operating a validator node to participate in network security and governance, generating staking rewards to enhance CRO holdings [12]. - The Cronos blockchain ecosystem is designed for speed and scalability, facilitating low-cost smart contract deployment and integration with major blockchain networks [7][8]. Group 3: Market Position and Future Outlook - The partnership is positioned to capitalize on the growing trend of digital asset treasuries, with a strong belief in the future utility of cryptocurrency [9][10]. - The Cronos ecosystem supports decentralized applications in finance and commerce, aiming to integrate seamlessly with U.S. financial systems [8]. - The project is expected to encompass more than the current market capitalization of CRO, indicating significant growth potential [10].
Yorkville Acquisition Corp-A(YORK) - 2025 Q2 - Quarterly Report
2025-08-14 20:35
[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents the interim financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements.) This section presents Yorkville Acquisition Corp.'s unaudited condensed financial statements and notes for the period ended June 30, 2025, detailing its formation and IPO activities [Unaudited Condensed Balance Sheet](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheet%20as%20of%20June%2030%2C%202025) The unaudited condensed balance sheet provides a snapshot of the company's financial position as of June 30, 2025 Unaudited Condensed Balance Sheet (June 30, 2025) | Item | Amount | | :--- | :--- | | Cash | $1,467,830 | | Cash held in Trust Account | $173,362,500 | | Total Assets | $174,915,330 | | Total Current Liabilities | $737,676 | | Deferred Underwriting Commissions | $5,175,000 | | Total Liabilities | $5,912,676 | | Total Shareholders' Deficit | $(4,359,846) | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations%20for%20the%20three%20months%20ended%20June%2030%2C%202025%20and%20for%20the%20period%20from%20March%203%2C%202025%20%28inception%29%20through%20June%2030%2C%202025) This statement details the company's financial performance, including net loss and expenses, for the three months and period ended June 30, 2025 Unaudited Condensed Statements of Operations | Item | Three Months Ended June 30, 2025 | Period from March 3, 2025 (inception) to June 30, 2025 | | :--- | :--- | :--- | | Formation, general and administrative expenses | $63,574 | $93,998 | | Net loss | $(61,710) | $(92,134) | | Basic and diluted net loss per share (Class A redeemable) | $(0.01) | $(0.02) | [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Ordinary%20Shares%20Subject%20to%20Possible%20Redemption%20and%20Shareholders%27%20Deficit%20for%20the%20three%20months%20ended%20June%2030%2C%202025%20and%20for%20the%20period%20from%20March%203%2C%202025%20%28inception%29%20through%20June%2030%2C%202025) This statement outlines the changes in the company's shareholders' deficit from inception through June 30, 2025 Changes in Shareholders' Deficit | Item | Amount (March 3, 2025) | Amount (June 30, 2025) | | :--- | :--- | :--- | | Balance (inception) | $0 | N/A | | Class B ordinary shares issued to Sponsor | N/A | $25,000 | | Fair Value of Public Warrants | N/A | $3,526,667 | | Sale of Private Placement Units | N/A | $3,518,250 | | Issuance of Representative Shares | N/A | $2,294,250 | | Remeasurement of Class A ordinary shares to redemption value | N/A | $(13,620,951) | | Net loss | $(30,424) | $(61,710) | | Balance (period end) | $(5,424) (March 31, 2025) | $(4,359,846) | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows%20for%20the%20period%20from%20March%203%2C%202025%20%28inception%29%20through%20June%2030%2C%202025) This statement summarizes the cash inflows and outflows from operating, investing, and financing activities from inception to June 30, 2025 Unaudited Condensed Statements of Cash Flows (Inception to June 30, 2025) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | $(83,696) | | Net cash used in investing activities | $(173,362,500) | | Net cash provided by financing activities | $174,914,026 | | Net Change in Cash and Cash Equivalents | $1,467,830 | | Cash and Cash Equivalents - Ending | $1,467,830 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes provide detailed explanations of the company's accounting policies, IPO, private placement, and other significant financial events - Yorkville Acquisition Corp. is a blank check company incorporated on March 3, 2025, for the purpose of effecting a business combination, with all activities to date related to its formation and Initial Public Offering (IPO)[21](index=21&type=chunk)[22](index=22&type=chunk) - On June 30, 2025, the company consummated its IPO of **17,250,000 units at $10.00 per unit**, generating gross proceeds of **$172,500,000**, including the full exercise of the underwriters' over-allotment option[23](index=23&type=chunk) - Simultaneously, the company sold **351,825 Private Placement Units** to its Sponsor for **$3,518,250**[24](index=24&type=chunk) - Transaction costs amounted to **$9,424,463**, comprising cash underwriting fees, deferred underwriting fees, issuance of representative shares, and other offering costs[25](index=25&type=chunk)[41](index=41&type=chunk) - **$173,362,500** from the IPO and private placement proceeds was placed in a Trust Account, to be invested in U.S. government treasury obligations or money market funds[27](index=27&type=chunk)[39](index=39&type=chunk) - The company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[34](index=34&type=chunk)[35](index=35&type=chunk) - As of June 30, 2025, the company had **$1,467,830 in cash** and working capital of **$815,154**, but expects to incur significant costs in pursuit of its acquisition plans[31](index=31&type=chunk)[38](index=38&type=chunk) - The company issued **5,750,000 Class B ordinary shares (Founder Shares)** to the Sponsor for **$25,000** and borrowed **$124,723** from the Sponsor under a promissory note for IPO expenses[65](index=65&type=chunk)[68](index=68&type=chunk) - The underwriters are entitled to a deferred fee of **$5,175,000**, payable only upon the completion of a business combination[75](index=75&type=chunk)[109](index=109&type=chunk) - The company issued **229,425 Class A ordinary shares (Representative Shares)** to Clear Street, valued at **$2,294,250**, as an IPO expense[76](index=76&type=chunk) - As of June 30, 2025, there were **5,867,275 warrants outstanding** (5,750,000 Public Warrants and 117,275 Private Placement Warrants), each exercisable for one Class A ordinary share at **$11.50**[82](index=82&type=chunk) - The company may redeem outstanding Public Warrants at **$0.01 per warrant** if the Class A ordinary share price equals or exceeds **$18.00** for 20 trading days within a 30-trading day period[86](index=86&type=chunk)[91](index=91&type=chunk) - Cash held in the Trust Account (**$173,362,500**) is classified as a Level 1 fair value measurement, while Public Warrants were valued at **$3,526,667** using a Black-Scholes Simulation Model (Level 3 inputs)[89](index=89&type=chunk) - No subsequent events requiring adjustment or disclosure were identified through August 14, 2025[93](index=93&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operational results, IPO, private placement, liquidity, capital resources, and going concern status for the reported periods [Overview](index=25&type=section&id=Overview) This overview reiterates the company's formation as a blank check company and summarizes its IPO and private placement activities - Yorkville Acquisition Corp. is a blank check company formed on March 3, 2025, to effect a business combination[96](index=96&type=chunk) - The company consummated its IPO of **17,250,000 Units at $10.00 per Unit**, generating **$172,500,000**, and sold **351,825 Private Placement Units** for **$3,518,250**[97](index=97&type=chunk) - Offering costs totaled **$9,424,463**, and **$173,362,500** was placed in a U.S.-based Trust Account[98](index=98&type=chunk)[99](index=99&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) This section details the company's financial performance, primarily focusing on the net loss incurred during the reported periods - The company had not commenced operations as of June 30, 2025, with all activity related to its formation and IPO[100](index=100&type=chunk) Net Loss | Period | Net Loss | | :--- | :--- | | Three months ended June 30, 2025 | $(61,710) | | Inception (March 3, 2025) through June 30, 2025 | $(92,134) | [Liquidity, Capital Resources and Going Concern](index=26&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) This section assesses the company's cash position, working capital, and ability to continue operations, highlighting potential needs for additional funding Liquidity and Capital Resources (June 30, 2025) | Item | Amount | | :--- | :--- | | Cash and cash equivalents (outside Trust Account) | $1,467,830 | | Working capital deficit (excluding Trust Account and deferred underwriting fee) | $(815,154) | | Marketable securities held in Trust Account | $173,362,500 | Cash Flow Activities (Inception to June 30, 2025) | Activity | Amount | | :--- | :--- | | Net cash used in operating activities | $(83,696) | | Net cash provided by financing activities | $174,914,026 | - The company expects to incur significant costs and may need additional funds, raising substantial doubt about its ability to continue as a going concern for a period of time within one year from the financial statements' issuance date[107](index=107&type=chunk) [Contractual Obligations](index=27&type=section&id=Contractual%20Obligations) This section outlines the company's significant contractual commitments, specifically the deferred underwriting discount - The underwriters are entitled to a deferred underwriting discount of **$5,175,000**, payable upon the completion of a business combination[109](index=109&type=chunk) [Critical Accounting Estimates](index=27&type=section&id=Critical%20Accounting%20Estimates) This section confirms that the company has not identified any critical accounting estimates as of the reporting date - The company has not identified any critical accounting estimates as of June 30, 2025[110](index=110&type=chunk) [Recent Accounting Pronouncements](index=27&type=section&id=Recent%20Accounting%20Pronouncements) This section discusses the adoption and assessment of recent accounting standards updates and their potential impact on the financial statements - ASU 2023-07 (Segment Reporting) was adopted on March 3, 2025, with no material impact on financial statements[111](index=111&type=chunk) - ASU 2023-09 (Improvements to Income Tax Disclosures) is effective for fiscal years beginning after December 15, 2024, and the company is currently assessing its impact[112](index=112&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that the company is a smaller reporting company and is therefore not required to provide quantitative and qualitative disclosures about market risk - Quantitative and qualitative disclosures about market risk are not required for smaller reporting companies[114](index=114&type=chunk) [Item 4. Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, at a reasonable assurance level. No material changes in internal control over financial reporting occurred during the quarter [Evaluation of Disclosure Controls and Procedures](index=28&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management assessed the effectiveness of disclosure controls and procedures as of June 30, 2025 - Management concluded that disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025[116](index=116&type=chunk) [Changes in Internal Control over Financial Reporting](index=28&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section confirms no material changes in internal control over financial reporting during the quarter ended June 30, 2025 - There were no material changes in internal control over financial reporting during the quarter ended June 30, 2025[117](index=117&type=chunk) [PART II - OTHER INFORMATION](index=29&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [Item 1. Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - No legal proceedings were reported[119](index=119&type=chunk) [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors discussed in the final prospectus for the Initial Public Offering occurred during the 2025 fiscal year - No material changes to the risk factors discussed in the final prospectus for the Initial Public Offering occurred during the 2025 fiscal year[119](index=119&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) The company reported no unregistered sales of equity securities or use of proceeds - No unregistered sales of equity securities or use of proceeds were reported[120](index=120&type=chunk) [Item 3. Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - No defaults upon senior securities were reported[120](index=120&type=chunk) [Item 4. Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[121](index=121&type=chunk) [Item 5. Other Information](index=29&type=section&id=Item%205.%20Other%20Information) The company reported no other information - No other information was reported[122](index=122&type=chunk) [Item 6. Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the Principal Executive Officer and Principal Financial Officer, and various Inline XBRL documents Exhibits Filed | Exhibit No. | Description | | :--- | :--- | | 31.1 | Certification of Principal Executive Officer | | 31.2 | Certification of Principal Financial Officer | | 32 | Certification Pursuant to 18 U.S.C. Section 1350 | | 101.INS | Inline XBRL Instance Document | | 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | 104 | Cover Page Interactive Data File | [PART III - SIGNATURES](index=31&type=section&id=PART%20III%20-%20SIGNATURES) This section contains the official signatures confirming the submission of the report [SIGNATURES](index=31&type=section&id=SIGNATURES) The report was signed by Michael Rosselli, Chief Financial Officer, on August 14, 2025 - The report was signed by Michael Rosselli, Chief Financial Officer, on August 14, 2025[126](index=126&type=chunk)
Yorkville Acquisition Corp-A(YORK) - 2025 Q1 - Quarterly Report
2025-08-08 20:30
[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents the unaudited interim financial statements and management's analysis for Yorkville Acquisition Corp [Item 1. Interim Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements%20(unaudited).) Presents unaudited condensed financial statements and explanatory notes for Yorkville Acquisition Corp. from inception through March 31, 2025 [Unaudited Condensed Balance Sheet as of March 31, 2025](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheet%20as%20of%20March%2031%2C%202025) Presents the company's financial position, including assets, liabilities, and shareholder's deficit, as of March 31, 2025 | ASSETS | | | :--- | :--- | | Current asset – prepaid expenses | $12,238 | | Deferred offering costs | $142,376 | | **TOTAL ASSETS** | **$154,614** | | LIABILITIES AND SHAREHOLDER'S DEFICIT | | | Current liabilities: | | | Accrued offering costs | $142,376 | | Accrued expenses | $14,387 | | Accounts payable | $3,275 | | **Total Liabilities** | **$160,038** | | Shareholder's Deficit: | | | Class B ordinary shares | $575 | | Additional paid-in capital | $24,425 | | Accumulated deficit | $(30,424) | | **Total Shareholder's Deficit** | **$(5,424)** | | **Total Liabilities and Shareholder's Equity** | **$154,614** | [Unaudited Condensed Statement of Operations for the period from March 3, 2025 (inception) through March 31, 2025](index=5&type=section&id=Unaudited%20Condensed%20Statement%20of%20Operations%20for%20the%20period%20from%20March%203%2C%202025%20(inception)%20through%20March%2031%2C%202025) Details the company's net loss and loss per share for the period from inception through March 31, 2025 | Item | Amount | | :--- | :--- | | Formation, general and administrative expenses | $30,424 | | **Net loss** | **$(30,424)** | | Weighted average shares outstanding, basic and diluted | 5,000,000 | | Basic and diluted net loss per ordinary share | $(0.01) | [Unaudited Condensed Statement of Changes in Shareholder's Deficit for the period from March 3, 2025 (inception) through March 31, 2025](index=6&type=section&id=Unaudited%20Condensed%20Statement%20of%20Changes%20in%20Shareholder%27s%20Deficit%20for%20the%20period%20from%20March%203%2C%202025%20(inception)%20through%20March%2031%2C%202025) Outlines changes in shareholder's deficit, including share issuance and net loss, from inception through March 31, 2025 | Item | Class B Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Total Shareholder's Deficit | | :--- | :--- | :--- | :--- | :--- | :--- | | Balance as of March 3, 2025 (inception) | — | $— | $— | $— | $— | | Issuance of Class B ordinary shares to Sponsor | 5,750,000 | $575 | $24,425 | — | $25,000 | | Net loss | — | — | — | $(30,424) | $(30,424) | | **Balance as of March 31, 2025** | **5,750,000** | **$575** | **$24,425** | **$(30,424)** | **$(5,424)** | [Unaudited Condensed Statement of Cash Flows for the period from March 3, 2025 (inception) through March 31, 2025](index=7&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows%20for%20the%20period%20from%20March%203%2C%202025%20(inception)%20through%20March%2031%2C%202025) Presents cash flows from operating activities and non-cash transactions from inception through March 31, 2025 | Cash Flows from Operating Activities: | | | :--- | :--- | | Net loss | $(30,424) | | Adjustments to reconcile net loss to net cash used in operating activities: | | | Formation, general and administrative costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $12,762 | | Changes in operating assets and liabilities: | | | Accrued expenses | $14,387 | | Accounts payable | $3,275 | | **Net cash used in operating activities** | **$—** | | Net change in cash | $— | | Cash – beginning of period | $— | | **Cash – end of period** | **$—** | | Supplemental disclosure of non-cash investing and financing activities: | | | Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | $12,238 | | Deferred offering costs included in accrued offering costs | $142,376 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Provides detailed explanations of the company's accounting policies, IPO, private placement, and related party transactions [Note 1 — Organization and Business Operations](index=8&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Business%20Operations) Describes the company's formation, purpose as a blank check company, and post-IPO trust account details - Yorkville Acquisition Corp. is a blank check company incorporated on March 3, 2025, for the purpose of effecting a business combination, and had not commenced operations as of March 31, 2025[26](index=26&type=chunk)[27](index=27&type=chunk) - On June 30, 2025, the company consummated its Initial Public Offering (IPO) of **17,250,000 units at $10.00 per unit**, generating gross proceeds of **$172,500,000**, including the full exercise of the over-allotment option, and simultaneously sold **351,825 private placement units** to the Sponsor for **$3,518,250**[28](index=28&type=chunk)[29](index=29&type=chunk) - Following the IPO, **$173,362,500 ($10.05 per unit)** was placed in a Trust Account, to be invested in U.S. government treasury obligations or money market funds, and will not be released until a business combination or redemption of public shares[32](index=32&type=chunk) - The company had **no cash** and a working capital deficit of **$147,800** as of March 31, 2025, with liquidity needs prior to the IPO met by **$25,000** from the Sponsor and a promissory note of up to **$300,000**, which was repaid on July 2, 2025[36](index=36&type=chunk) [Note 2 — Significant Accounting Policies](index=10&type=section&id=Note%202%20%E2%80%94%20Significant%20Accounting%20Policies) Outlines the accounting principles and policies applied in preparing the interim financial statements - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information and SEC rules, with certain disclosures condensed or omitted[37](index=37&type=chunk) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, which may affect comparability with other public companies[40](index=40&type=chunk)[42](index=42&type=chunk) - Deferred offering costs, primarily professional and registration fees related to the IPO, amounted to **$142,376** as of March 31, 2025[46](index=46&type=chunk) - The Company adopted ASU 2023-07, 'Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,' on March 3, 2025, its inception date[56](index=56&type=chunk) [Note 3 — Initial Public Offering](index=14&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) Details the terms and structure of the company's Initial Public Offering, including units, shares, and warrants - The IPO involved the sale of **17,250,000 units at $10.00 each**, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant, exercisable at **$11.50 per share**[58](index=58&type=chunk) - Public Warrants cannot be exercised until the later of 12 months from the IPO closing or 30 days after the initial Business Combination, and expire five years after the Business Combination[59](index=59&type=chunk) - The Company may redeem outstanding Public Warrants if the Class A ordinary share price equals or exceeds **$18.00** for 20 trading days within a 30-trading day period, subject to a 30-day prior written notice[63](index=63&type=chunk)[67](index=67&type=chunk) [Note 4 — Private Placement](index=16&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) Describes the private placement of units to the Sponsor, including terms for shares and warrants - The Sponsor purchased **351,825 Private Placement Units at $10.00 per unit**, totaling **$3,518,250**, with each unit including one Private Placement Share and one-third of one Private Placement Warrant[64](index=64&type=chunk) - Private Placement Warrants are non-redeemable and subject to transfer restrictions, but may be exercised on a cashless basis by the Sponsor or permitted transferees[65](index=65&type=chunk) - The Sponsor, officers, and directors have waived redemption rights for their shares in connection with a business combination and liquidating distributions from the Trust Account if a business combination is not completed within the Completion Window[66](index=66&type=chunk) [Note 5 — Segment Information](index=17&type=section&id=Note%205%20%E2%80%94%20Segment%20Information) States that the company operates as a single reporting segment, with the CFO as the Chief Operating Decision Maker - The Company has determined it has only one reporting segment, with the Chief Financial Officer identified as the Chief Operating Decision Maker (CODM)[69](index=69&type=chunk) - The CODM reviews total assets, net income or loss, and formation, general and administrative expenses to assess performance and allocate resources[70](index=70&type=chunk) [Note 6 — Related Party Transactions](index=17&type=section&id=Note%206%20%E2%80%94%20Related%20Party%20Transactions) Details transactions with the Sponsor, including issuance of Founder Shares and promissory notes - On March 5, 2025, the Company issued **5,750,000 Class B ordinary shares (Founder Shares)** to the Sponsor for **$25,000**, which were subject to forfeiture if the over-allotment option was not fully exercised, which it was on June 30, 2025[71](index=71&type=chunk) - Founder Shares automatically convert into Class A ordinary shares upon the initial Business Combination and are subject to certain transfer restrictions[72](index=72&type=chunk)[73](index=73&type=chunk) - The Sponsor agreed to loan the Company up to **$300,000** via a non-interest bearing promissory note to cover IPO expenses, which was repaid on July 2, 2025, with no borrowings made as of March 31, 2025[74](index=74&type=chunk) - The Sponsor or affiliates may provide Working Capital Loans or Extension Loans, which may be convertible into private placement-equivalent units[75](index=75&type=chunk)[76](index=76&type=chunk) [Note 7 — Commitments and Contingencies](index=19&type=section&id=Note%207%20%E2%80%94%20Commitments%20and%20Contingencies) Addresses potential impacts of geopolitical instability, registration rights, and underwriting fees - Geopolitical instability from ongoing wars (Russia-Ukraine, Israel-Hamas) could lead to market disruptions and adversely affect the Company's search for a business combination[77](index=77&type=chunk)[78](index=78&type=chunk) - Holders of Founder Shares, placement units, Working Capital Units, and Extension Units have registration rights for their securities[79](index=79&type=chunk) - Underwriters were paid a cash underwriting discount of **$1,155,750** and are entitled to a deferred fee of **$5,175,000**, payable upon completion of a Business Combination[81](index=81&type=chunk) - The Company issued **229,425 Class A ordinary shares (Representative Shares)** to Clear Street and/or its designees as an IPO expense, subject to transfer restrictions and waiver of redemption/liquidation rights[82](index=82&type=chunk) [Note 8 — Shareholder's Deficit](index=20&type=section&id=Note%208%20%E2%80%94%20Shareholder%27s%20Deficit) Outlines the authorized and issued share capital, including Class A and Class B ordinary shares - The Company is authorized to issue **1,000,000 preference shares** and **200,000,000 Class A ordinary shares**, with none issued or outstanding as of March 31, 2025[83](index=83&type=chunk) - **5,750,000 Class B ordinary shares** were issued to the Sponsor, which will automatically convert to Class A ordinary shares upon the initial Business Combination, subject to adjustment[84](index=84&type=chunk)[85](index=85&type=chunk) - Prior to a business combination, only Class B ordinary shareholders have voting rights on director appointments/removals and continuation in other jurisdictions[86](index=86&type=chunk) [Note 9 — Subsequent Events](index=21&type=section&id=Note%209%20%E2%80%94%20Subsequent%20Events) Reports significant events occurring after the balance sheet date, including IPO and private placement completion - On June 30, 2025, the Company completed its IPO, raising **$172,500,000** gross proceeds, and a private placement, raising **$3,518,250** gross proceeds[88](index=88&type=chunk) - A cash underwriting discount of **$1,155,750** was paid on June 30, 2025[89](index=89&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's analysis of financial condition and operations, covering blank check status, IPO, private placement, liquidity, and going concern [Special Note Regarding Forward-Looking Statements](index=22&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) Warns that the report contains forward-looking statements subject to risks and uncertainties - The report contains forward-looking statements that involve risks and uncertainties, and actual results may differ materially from expectations[91](index=91&type=chunk) [Overview](index=22&type=section&id=Overview) Provides a brief introduction to Yorkville Acquisition Corp. as a blank check company and its recent IPO activities - Yorkville Acquisition Corp. is a blank check company formed on March 3, 2025, to effect a business combination[92](index=92&type=chunk) - The company consummated its IPO of **17,250,000 units** and a private placement of **351,825 units** on June 30, 2025, generating gross proceeds of **$172,500,000** and **$3,518,250**, respectively[93](index=93&type=chunk) - Following the IPO and private placement, **$173,362,500** was placed in a U.S.-based Trust Account[94](index=94&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) Summarizes the company's operational activities and net loss for the period from inception through March 31, 2025 - As of March 31, 2025, the company had not commenced operations, with all activity related to its formation and IPO preparation[95](index=95&type=chunk) | Item | Amount | | :--- | :--- | | Net loss (March 3, 2025 - March 31, 2025) | $(30,424) | | Comprised of | Formation, general and administrative expenses | [Liquidity, Capital Resources and Going Concern](index=23&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) Discusses the company's cash position, capital resources, and assessment of its ability to continue as a going concern - As of March 31, 2025, the company had **no cash** and a working capital deficit of **$147,800**[97](index=97&type=chunk) - Post-IPO, **$173,362,500** was placed in the Trust Account, intended for the initial business combination, with funds outside the Trust Account used for identifying and evaluating target businesses[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) - The company expects to incur significant costs related to identifying and negotiating a target business, raising substantial doubt about its ability to continue as a going concern within one year[103](index=103&type=chunk) [Contractual Obligations](index=24&type=section&id=Contractual%20Obligations) Identifies the company's contractual obligations, primarily deferred underwriting discounts - The company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities as of March 1, 2025[104](index=104&type=chunk) - Underwriters are entitled to a deferred underwriting discount of **$5,175,000**, payable upon completion of an initial business combination[104](index=104&type=chunk) [Critical Accounting Estimates](index=24&type=section&id=Critical%20Accounting%20Estimates) States that no critical accounting estimates were identified as of March 31, 2025 - No critical accounting estimates were identified as of March 31, 2025[105](index=105&type=chunk) [Recent Accounting Pronouncements](index=24&type=section&id=Recent%20Accounting%20Pronouncements) Notes the adoption of ASU 2023-07 and its immaterial impact on financial statements - The company adopted ASU 2023-07, 'Segment Reporting (Topic 280),' on March 3, 2025, which did not have a material impact on its financial statements[106](index=106&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required for smaller reporting companies, and thus no disclosures are provided - Disclosures about market risk are not required for smaller reporting companies[109](index=109&type=chunk) [Item 4. Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated the effectiveness of the company's disclosure controls and procedures as of March 31, 2025, concluding they were effective, and reported no material changes in internal control over financial reporting during the quarter [Evaluation of Disclosure Controls and Procedures](index=25&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management assessed the effectiveness of disclosure controls and procedures as of March 31, 2025 - Management concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2025[111](index=111&type=chunk) [Changes in Internal Control over Financial Reporting](index=25&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) Reports no material changes in internal control over financial reporting during the quarter ended March 31, 2025 - There were no changes in internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting during the quarter ended March 31, 2025[112](index=112&type=chunk) [PART II - OTHER INFORMATION](index=26&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section provides additional information including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - There are no legal proceedings to report[114](index=114&type=chunk) [Item 1A. Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) The company refers to the Risk Factors section of its final prospectus for the Initial Public Offering and states that there have been no material changes to these factors during the 2025 fiscal year - No material changes occurred during the 2025 fiscal year to the risk factors included in the final prospectus for the Initial Public Offering[114](index=114&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](index=26&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) The company reported no unregistered sales of equity securities or use of proceeds - There were no unregistered sales of equity securities or use of proceeds[115](index=115&type=chunk) [Item 3. Defaults Upon Senior Securities](index=26&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There were no defaults upon senior securities[115](index=115&type=chunk) [Item 4. Mine Safety Disclosures](index=26&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[116](index=116&type=chunk) [Item 5. Other Information](index=26&type=section&id=Item%205.%20Other%20Information) The company reported no other information - There is no other information to report[117](index=117&type=chunk) [Item 6. Exhibits](index=27&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the principal executive and financial officers and XBRL-related documents | Exhibit No. | Description | | :--- | :--- | | 31.1 | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 31.2 | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 32 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 101.INS | Inline XBRL Instance Document | | 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | [PART III - SIGNATURES](index=28&type=section&id=PART%20III%20-%20SIGNATURES) This section contains the official signatures for the report [SIGNATURES](index=28&type=section&id=SIGNATURES) The report is duly signed on behalf of Yorkville Acquisition Corp. by Michael Rosselli, Chief Financial Officer, on August 8, 2025 - The report was signed by Michael Rosselli, Chief Financial Officer, on August 8, 2025[121](index=121&type=chunk)
York Harbour Metals Announces Sale of Firetail Shares for CAD $1.71 million and Provides Strategic Update
Newsfile· 2025-08-08 12:00
Core Viewpoint - York Harbour Metals has successfully sold 25 million ordinary shares of Firetail Resources Limited for net proceeds of approximately CAD $1.71 million, while retaining a significant equity position in Firetail and continuing to advance its own projects [1][2][3]. Financial Summary - The sale of Firetail shares has resulted in York Harbour holding approximately CAD $1.8 million in cash and retaining ownership of 54 million ordinary shares of Firetail, currently trading at AUD $0.094 per share [2]. - The company continues to hold a 51% interest in the York Harbour Project and has a potential to receive an additional 75 million Firetail shares and AUD $300,000 in cash if Firetail completes its earn-in to acquire an 80% interest in the project [3]. Project Development - Firetail has been actively advancing the York Harbour Project, having completed extensive geophysical work in 2025 and plans to commence drilling in 2026 [4]. - York Harbour is also engaged in discussions to advance its high-grade Bottom Brook rare earth property [5]. Strategic Positioning - The company aims to position itself as a strategic gatherer and monetizer of undervalued assets, focusing on generating value for shareholders through various strategies [6]. - The CEO emphasizes a model built on identifying emerging trends and acquiring quality assets ahead of the market [6]. Company Overview - York Harbour Metals Inc. is a Canadian exploration company focused on acquiring, developing, and strategically positioning mineral assets with strong value potential, including a significant equity position in Firetail Resources and interests in the York Harbour copper-zinc project and Bottom Brook rare earth property [7].