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].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number: 001-42720 Yorkville Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Island ...

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Interim Financial Statements (unaudited).](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements%20(unaudited).) This section presents Yorkville Acquisition Corp.'s unaudited condensed financial statements from inception to 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 as of March 31, 2025, detailing assets, liabilities, and a shareholder's deficit Unaudited Condensed Balance Sheet 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 financial performance from inception to March 31, 2025, reporting a net loss of $(30,424) and $(0.01) per share Net Loss (Inception through March 31, 2025) | Metric | 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 from inception to March 31, 2025, resulting in a total deficit of $(5,424) Unaudited Condensed Statement of Changes in Shareholder's Deficit for the period from March 3, 2025 (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) Reports cash flow activities from inception to March 31, 2025, showing no net cash used in operations and zero cash balance Unaudited Condensed Statement of Cash Flows for the period from March 3, 2025 (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 for the unaudited condensed financial statements, covering organization, policies, IPO, and related notes [Note 1 — Organization and Business Operations](index=8&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Business%20Operations) Yorkville Acquisition Corp. is a blank check company incorporated on March 3, 2025, for a business combination - Yorkville Acquisition Corp. is a blank check company incorporated on March 3, 2025, to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination[26](index=26&type=chunk) Initial Public Offering and Private Placement Details | Event | Date | Units Sold | Price Per Unit | Gross Proceeds | | :--- | :--- | :--- | :--- | :--- | | Initial Public Offering | June 30, 2025 | 17,250,000 | $10.00 | $172,500,000 | | Private Placement | June 30, 2025 | 351,825 | $10.00 | $3,518,250 | - Following the IPO and private placement, **$173,362,500** ($10.05 per Unit) was placed in a Trust Account[32](index=32&type=chunk) [Note 2 — Significant Accounting Policies](index=10&type=section&id=Note%202%20%E2%80%94%20Significant%20Accounting%20Policies) Outlines accounting principles, including GAAP compliance, emerging growth company status, estimates, and fair value measurements - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information and SEC rules[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[40](index=40&type=chunk)[42](index=42&type=chunk) Key Financial Policy Data | Item | Value (as of March 31, 2025) | | :--- | :--- | | Cash and Cash Equivalents | $0 | | Deferred Offering Costs | $142,376 | | Net Loss Per Ordinary Share (Basic and Diluted) | Same, as no dilutive securities | | Income Tax Provision | $0 (Cayman Islands exempted company) | - 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 IPO terms, including sale of 17,250,000 units at $10.00 each, warrant structure, and redemption conditions - The Company sold **17,250,000 Units** at **$10.00 per Unit** in its Initial Public Offering, including the full exercise of the underwriters' over-allotment option[58](index=58&type=chunk) - Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant, with each whole warrant entitling the holder to purchase one Class A ordinary share at **$11.50**[58](index=58&type=chunk)[59](index=59&type=chunk) - Public Warrants become exercisable at the later of 12 months from closing or 30 days after the initial Business Combination, and expire five years after the Business Combination, or earlier upon redemption or liquidation[58](index=58&type=chunk)[59](index=59&type=chunk) - The Company may redeem outstanding Public Warrants if the closing price of Class A ordinary shares equals or exceeds **$18.00 per share** for any 20 trading days within a 30-trading day period, commencing at least 30 days after the Business Combination[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 private placement where Sponsor purchased 351,825 units at $10.00 each, with specific warrant restrictions - The Sponsor purchased **351,825 Private Placement Units** at **$10.00 per unit**, totaling **$3,518,250**[64](index=64&type=chunk) - Private Placement Warrants are non-redeemable, subject to transfer restrictions, may be exercised on a cashless basis, and are entitled to registration rights, as long as held by the Sponsor or permitted transferees[65](index=65&type=chunk) - The Sponsor, officers, and directors waived redemption rights for their shares in connection with a business combination and rights to liquidating distributions from the Trust Account for Founder Shares and Private Placement Shares 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 the company operates as a single reporting segment, with the CFO as CODM, focusing on administrative expenses - The Company has only one reporting segment, and its Chief Financial Officer is identified as the Chief Operating Decision Maker (CODM)[69](index=69&type=chunk) - The CODM assesses performance and allocates resources based on net income or loss and total assets, with a focus on formation, general, and administrative expenses[70](index=70&type=chunk) Key Segment Metrics Reviewed by CODM (as of March 31, 2025) | Metric | Amount | | :--- | :--- | | Deferred offering costs | $142,376 | | Formation, general and administrative expenses | $30,424 | | Net Loss | $(30,424) | [Note 6 — Related Party Transactions](index=17&type=section&id=Note%206%20%E2%80%94%20Related%20Party%20Transactions) Details related party transactions, including Founder Shares issuance to Sponsor and potential future loans - On March 5, 2025, the Company issued **5,750,000 Class B ordinary shares** (Founder Shares) to the Sponsor for **$25,000**[71](index=71&type=chunk) - The Founder Shares were subject to forfeiture if the underwriters' over-allotment option was not fully exercised; the option was fully exercised on June 30, 2025, so no shares were forfeited[71](index=71&type=chunk)[11](index=11&type=chunk) - The Sponsor agreed to loan the Company up to **$300,000** under a non-interest bearing, unsecured promissory note to cover IPO expenses[74](index=74&type=chunk) - Potential future Working Capital Loans and Extension Loans from the Sponsor or affiliates 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) Discusses geopolitical risks, registration rights, and deferred underwriting fees related to the IPO - Geopolitical instability from ongoing wars (Russia-Ukraine, Israel-Hamas) could adversely affect the Company's search for an initial 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) - The underwriters are entitled to a deferred fee of **$5,175,000**, payable from the Trust Account 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) Details authorized and outstanding share capital, including Class B shares issued to Sponsor and conversion mechanisms Authorized and Issued Share Capital (as of March 31, 2025) | Share Class | Authorized Shares | Issued/Outstanding Shares | | :--- | :--- | :--- | | Preference Shares | 1,000,000 | None | | Class A Ordinary Shares | 200,000,000 | None | | Class B Ordinary Shares | 20,000,000 | 5,750,000 | - Class B ordinary shares automatically convert into Class A ordinary shares upon the consummation of the initial Business Combination, subject to adjustment to maintain **25% ownership** of outstanding ordinary shares post-IPO[85](index=85&type=chunk) - Prior to the initial Business Combination, only holders of Class B ordinary shares have the right to vote on the appointment and removal of directors and on continuing the Company in a jurisdiction outside the Cayman Islands[86](index=86&type=chunk) [Note 9 — Subsequent Events](index=21&type=section&id=Note%209%20%E2%80%94%20Subsequent%20Events) Discloses post-March 31, 2025 events, including IPO consummation, private placement, and underwriting discount payment - On June 30, 2025, the Company consummated its Initial Public Offering, selling **17,250,000 Units** at **$10.00 per Unit**, generating gross proceeds of **$172,500,000**[88](index=88&type=chunk) - Simultaneously, the Company completed a private placement of **351,825 units** at **$10.00 per unit**, generating gross proceeds of **$3,518,250**[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 perspective on financial condition and results, detailing IPO proceeds, net loss, 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, advising reference to the Risk Factors section - This Quarterly Report includes forward-looking statements that involve risks and uncertainties, which could cause actual results to differ materially[91](index=91&type=chunk) - Readers should refer to the Risk Factors section of the Company's final prospectus for its Initial Public Offering for information identifying important factors[91](index=91&type=chunk) [Overview](index=22&type=section&id=Overview) Reaffirms the company's purpose as a blank check company, outlining funding sources and amounts placed in the Trust Account - Yorkville Acquisition Corp. is a blank check company formed to effect a business combination[92](index=92&type=chunk) IPO and Private Placement Proceeds | Event | Gross Proceeds | | :--- | :--- | | Initial Public Offering | $172,500,000 | | Private Placement | $3,518,250 | - Upon closing, **$173,362,500** ($10.05 per Unit) from the net proceeds 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) States no operations as of March 31, 2025, reporting a net loss of $30,424 from formation and administrative expenses - As of March 31, 2025, the Company had not commenced any operations; all activity related to formation and IPO preparation[95](index=95&type=chunk) Net Loss (Inception through March 31, 2025) | Metric | Amount | | :--- | :--- | | Net loss | $(30,424) | | Consisted 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 liquidity, working capital deficit, Trust Account use, and substantial doubt about going concern prior to a business combination Liquidity and Capital Resources (as of March 31, 2025) | Metric | Amount | | :--- | :--- | | Cash | $0 | | Working Capital Deficit | $(147,800) | - Following the IPO and private placement, **$173,362,500** was placed in the Trust Account, primarily for the initial business combination[99](index=99&type=chunk)[100](index=100&type=chunk) - The Company expects to incur significant costs for identifying and negotiating a target business, raising substantial doubt about its ability to continue as a going concern prior to an initial business combination[103](index=103&type=chunk) [Contractual Obligations](index=24&type=section&id=Contractual%20Obligations) States no long-term debt or liabilities, with a primary obligation being a $5,175,000 deferred underwriting discount - 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) - The 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) Management has not identified any critical accounting estimates as of March 31, 2025 - The Company has not identified any critical accounting estimates as of March 31, 2025[105](index=105&type=chunk) [Recent Accounting Pronouncements](index=24&type=section&id=Recent%20Accounting%20Pronouncements) Company adopted ASU 2023-07 with no material impact; other pronouncements are not expected to have a material effect - The Company adopted ASU 2023-07 on March 3, 2025, which did not have a material impact on its financial statements[106](index=106&type=chunk) - Management does not believe any other recently issued, but not yet effective, accounting pronouncements would have a material effect[108](index=108&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, thus no disclosures are provided - This item is 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 disclosure controls and procedures as effective; no material changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=25&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective at a reasonable assurance level 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) No material changes in internal control over financial reporting occurred 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) [Item 1. Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - The Company reported no legal proceedings[114](index=114&type=chunk) [Item 1.A. Risk Factors](index=26&type=section&id=Item%201.A.%20Risk%20Factors) Refers to the Risk Factors section in the final prospectus, noting no material changes during the 2025 fiscal year - Readers should carefully consider the factors discussed in the Risk Factors section of the final prospectus for the Initial Public Offering[114](index=114&type=chunk) - There have been no material changes during the 2025 fiscal year to the risk factors included in the final prospectus[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 - The Company reported no unregistered sales of equity securities and no 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 - The Company reported 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) This item is not applicable to the company - This item is not applicable to the Company[116](index=116&type=chunk) [Item 5. Other Information](index=26&type=section&id=Item%205.%20Other%20Information) The company reported no other information - The Company reported no other information[117](index=117&type=chunk) [Item 6. Exhibits](index=27&type=section&id=Item%206.%20Exhibits) Lists the exhibits filed with the Form 10-Q, including certifications, XBRL documents, and the interactive data file 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=28&type=section&id=PART%20III%20-%20SIGNATURES) [SIGNATURES](index=28&type=section&id=SIGNATURES) The report is duly signed by Michael Rosselli, CFO of Yorkville Acquisition Corp., on August 8, 2025 - The report was signed by Michael Rosselli, Chief Financial Officer (Principal Financial and Accounting Officer) of Yorkville Acquisition Corp[121](index=121&type=chunk) - The report was dated August 8, 2025[121](index=121&type=chunk)

Company Overview - Yorkville Acquisition Corp. is a blank check company incorporated in the Cayman Islands, aimed at effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses [4] - The company has not selected any specific business combination target and has not engaged in substantive discussions with any potential targets [4] - The company intends to focus its search for business combinations at the intersection of media, technology, and entertainment [4] Recent Developments - The company announced that holders of the units sold in its initial public offering of 17,250,000 units, including 2,250,000 units from the underwriters' overallotment option, may elect to separately trade the Class A ordinary shares and warrants starting on or about July 25, 2025 [1] - Units that are not separated will continue to trade on The Nasdaq Global Market under the symbol "YORKU," while the Class A ordinary shares and warrants will trade under the symbols "YORK" and "YORKW," respectively [1] - A registration statement relating to the securities was declared effective on June 26, 2025, in accordance with Section 8(a) of the Securities Act of 1933 [2]