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Yorkville Acquisition Corp-A(YORK) - 2025 Q1 - Quarterly Report

PART I - FINANCIAL INFORMATION This section presents the unaudited interim financial statements and management's analysis for Yorkville Acquisition Corp Item 1. Interim Financial Statements (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 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 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 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 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 Provides detailed explanations of the company's accounting policies, IPO, private placement, and related party transactions Note 1 — Organization and Business Operations 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, 20252627 - 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 $3,518,2502829 - 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 shares32 - 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, 202536 Note 2 — Significant Accounting Policies 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 omitted37 - 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 companies4042 - Deferred offering costs, primarily professional and registration fees related to the IPO, amounted to $142,376 as of March 31, 202546 - The Company adopted ASU 2023-07, 'Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,' on March 3, 2025, its inception date56 Note 3 — Initial Public Offering 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 share58 - 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 Combination59 - 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 notice6367 Note 4 — Private Placement 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 Warrant64 - Private Placement Warrants are non-redeemable and subject to transfer restrictions, but may be exercised on a cashless basis by the Sponsor or permitted transferees65 - 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 Window66 Note 5 — Segment Information 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 - The CODM reviews total assets, net income or loss, and formation, general and administrative expenses to assess performance and allocate resources70 Note 6 — Related Party Transactions 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, 202571 - Founder Shares automatically convert into Class A ordinary shares upon the initial Business Combination and are subject to certain transfer restrictions7273 - 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, 202574 - The Sponsor or affiliates may provide Working Capital Loans or Extension Loans, which may be convertible into private placement-equivalent units7576 Note 7 — Commitments and Contingencies 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 combination7778 - Holders of Founder Shares, placement units, Working Capital Units, and Extension Units have registration rights for their securities79 - 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 Combination81 - 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 rights82 Note 8 — Shareholder's Deficit 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, 202583 - 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 adjustment8485 - Prior to a business combination, only Class B ordinary shareholders have voting rights on director appointments/removals and continuation in other jurisdictions86 Note 9 — Subsequent Events 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 proceeds88 - A cash underwriting discount of $1,155,750 was paid on June 30, 202589 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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 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 expectations91 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 combination92 - 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, respectively93 - Following the IPO and private placement, $173,362,500 was placed in a U.S.-based Trust Account94 Results of Operations 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 preparation95 | 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 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 $147,80097 - 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 businesses99100101 - 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 year103 Contractual Obligations 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, 2025104 - Underwriters are entitled to a deferred underwriting discount of $5,175,000, payable upon completion of an initial business combination104 Critical Accounting Estimates States that no critical accounting estimates were identified as of March 31, 2025 - No critical accounting estimates were identified as of March 31, 2025105 Recent Accounting Pronouncements 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 statements106 Item 3. Quantitative and Qualitative Disclosures About Market Risk 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 companies109 Item 4. Controls and Procedures 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 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, 2025111 Changes in Internal Control over Financial Reporting 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, 2025112 PART II - OTHER INFORMATION This section provides additional information including legal proceedings, risk factors, equity sales, and exhibits Item 1. Legal Proceedings The company reported no legal proceedings - There are no legal proceedings to report114 Item 1A. Risk Factors 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 Offering114 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. The company reported no unregistered sales of equity securities or use of proceeds - There were no unregistered sales of equity securities or use of proceeds115 Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities - There were no defaults upon senior securities115 Item 4. Mine Safety Disclosures Mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable116 Item 5. Other Information The company reported no other information - There is no other information to report117 Item 6. Exhibits 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 This section contains the official signatures for the report 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, 2025121