PART I - FINANCIAL INFORMATION This section presents the interim financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures Item 1. Interim Financial Statements 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 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 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 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 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 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)2122 - 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 option23 - Simultaneously, the company sold 351,825 Private Placement Units to its Sponsor for $3,518,25024 - Transaction costs amounted to $9,424,463, comprising cash underwriting fees, deferred underwriting fees, issuance of representative shares, and other offering costs2541 - $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 funds2739 - 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 standards3435 - 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 plans3138 - 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 expenses6568 - The underwriters are entitled to a deferred fee of $5,175,000, payable only upon the completion of a business combination75109 - The company issued 229,425 Class A ordinary shares (Representative Shares) to Clear Street, valued at $2,294,250, as an IPO expense76 - 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 $11.5082 - 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 period8691 - 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 - No subsequent events requiring adjustment or disclosure were identified through August 14, 202593 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial condition, operational results, IPO, private placement, liquidity, capital resources, and going concern status for the reported periods 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 combination96 - 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 $3,518,25097 - Offering costs totaled $9,424,463, and $173,362,500 was placed in a U.S.-based Trust Account9899 Results of Operations 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 IPO100 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 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 date107 Contractual Obligations 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 combination109 Critical Accounting Estimates 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, 2025110 Recent Accounting Pronouncements 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 statements111 - 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 impact112 Item 3. Quantitative and Qualitative Disclosures About Market Risk 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 companies114 Item 4. Controls and Procedures 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 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, 2025116 Changes in Internal Control over Financial Reporting 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, 2025117 PART II - OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits Item 1. Legal Proceedings The company reported no legal proceedings - No legal proceedings were reported119 Item 1A. Risk Factors 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 year119 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities or use of proceeds - No unregistered sales of equity securities or use of proceeds were reported120 Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities - No defaults upon senior securities were reported120 Item 4. Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company121 Item 5. Other Information The company reported no other information - No other information was reported122 Item 6. Exhibits 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 This section contains the official signatures confirming the submission of the report 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, 2025126
Yorkville Acquisition Corp-A(YORK) - 2025 Q2 - Quarterly Report