Yorkville Acquisition Corp., Trading as $MCGA, Marks Next Step Towards Completing Business Combination
Rhea-AI Summary
Yorkville Acquisition Corp (Nasdaq: MCGA) filed a confidential draft Form S-4 with the SEC on Dec 1, 2025, advancing its proposed business combination with affiliates of Trump Media & Technology Group and Crypto.com. The transaction will create Trump Media Group CRO Strategy, Inc, a digital asset treasury company focused on acquiring the native cryptocurrency token of the Cronos ecosystem (CRO).
Completion remains subject to SEC review, customary closing conditions and Yorkville shareholder approval; the combined company would be renamed and continue trading on Nasdaq as MCGA upon closing. Advisors and legal counsel were disclosed for all parties.
Positive
- Confidential Form S-4 filed with the SEC on Dec 1, 2025
- Creates a dedicated digital asset treasury targeting CRO token
Negative
- Transaction conditional on SEC review and shareholder approval
- Business will concentrate exposure on a single crypto asset (CRO)
News Market Reaction
On the day this news was published, MCGA declined 0.05%, reflecting a mild negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Dec 01 | Management appointments | Positive | -0.1% | Named new CEO and CFO for post-combination Trump Media Group CRO Strategy. |
| Dec 01 | S-4 filing step | Positive | -0.1% | Confidential Form S-4 filed, advancing the Trump Media and Crypto.com deal. |
| Sep 10 | Deal terms update | Positive | -0.4% | Disclosed CRO token package, cash, warrants and equity line for combination. |
Recent news around the Trump Media / Crypto.com business combination has been followed by small negative price reactions despite seemingly constructive developments.
Over the last few months, Yorkville Acquisition Corp. advanced its planned combination with Trump Media & Technology Group and Crypto.com. On Sep 10, 2025, it detailed a funding package including 6.31 billion CRO tokens, significant cash, warrants and an equity line. On Dec 1, 2025, it announced CEO/CFO appointments tied to the new Trump Media Group CRO Strategy, Inc., and separately filed a confidential draft Form S-4 with the SEC. Each of these milestones saw modest negative price moves within 24 hours.
Market Pulse Summary
This announcement advanced Yorkville Acquisition Corp.’s planned combination with Trump Media & Technology Group and Crypto.com by confidentially filing a draft Form S-4 with the SEC. It follows earlier disclosures of a potential $6.42 billion funding package and leadership appointments, with closing and management transition expected around Q1 2026. Investors may watch for the public S-4, SEC feedback, Yorkville shareholder approval, and any changes to the CRO token, cash, and equity-line components.
Key Terms
form s-4 regulatory
u.s. securities and exchange commission regulatory
business combination financial
AI-generated analysis. Not financial advice.
Confidential Registration Statement on Form S-4 Filed with the SEC; Public Filing of Registration Statement to Follow
WEST PALM BEACH, Fla., Dec. 01, 2025 (GLOBE NEWSWIRE) -- Yorkville Acquisition Corp. (Nasdaq: MCGA) (“Yorkville” or the “Company”), announced today the Company has confidentially submitted a draft registration statement of Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”). This filing marks the next necessary step towards its proposed business combination (the “Business Combination”) with affiliates of Trump Media & Technology Group Corp. (Nasdaq, NYSE Texas: DJT) (“Trump Media”) and Crypto.com
The Business Combination will establish Trump Media Group CRO Strategy, Inc., a digital asset treasury company focused on acquisition of the native cryptocurrency token of the Cronos ecosystem (“CRO”).
The Business Combination was initially announced on August 26, 2025. Subject to the completion of the SEC’s review and the fulfillment of customary closing conditions, including the approval of Yorkville’s shareholders, the company will be renamed to Trump Media Group CRO Strategy, Inc. upon closing and listed on Nasdaq under the ticker symbol “MCGA”.
Advisors
Clear Street is serving as exclusive capital markets advisor to Yorkville Acquisition Corp. DLA Piper LLP (US) is serving as legal counsel to Yorkville Acquisition Corp. and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Crypto.com. Yorkville Securities, LLC has acted as an advisor to Yorkville Acquisition Sponsor LLC, the sponsor to Yorkville Acquisition Corp.
About Trump Media Group CRO Strategy, Inc.
Following the closing of the Business Combination, Trump Media Group CRO Strategy, Inc. will be committed to strategically investing for the future by connecting traditional investment opportunities with digital asset ecosystems. Our mission is to implement a forward-looking digital asset treasury strategy centered on the accumulation and active management of CRO.
About Yorkville Acquisition Corp.
Yorkville Acquisition Corp. is a blank check company newly incorporated as a Cayman Islands exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The company may pursue an initial business combination target in any business or industry or at any stage of its corporate evolution. The company’s primary focus will be in completing a business combination with an established business of scale poised for continued growth, led by a highly regarded management team. The board of Yorkville Acquisition Corp. is pursuing this Business Combination, subject to customary closing conditions. For more information, please visit www.yorkvilleac.com.
Yorkville Acquisition Corp. is sponsored by Yorkville Acquisition Sponsor LLC. Yorkville Securities, LLC has acted as an advisor to Yorkville Acquisition Sponsor LLC.
About Trump Media
The mission of Trump Media is to end Big Tech's assault on free speech by opening up the Internet and giving people their voices back. Trump Media operates Truth Social, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations, as well as Truth+, a TV streaming platform focusing on family-friendly live TV channels and on-demand content. Trump Media is also launching Truth.Fi, a financial services and FinTech brand incorporating America First investment vehicles.
About Crypto.com
Founded in 2016, Crypto.com is trusted by millions of users worldwide and is the industry leader in regulatory compliance, security and privacy. Our vision is simple: Cryptocurrency in Every Wallet™. Crypto.com is committed to accelerating the adoption of cryptocurrency through innovation and empowering the next generation of builders, creators, and entrepreneurs to develop a fairer and more equitable digital ecosystem.
Additional Information and Where to Find It
Yorkville Acquisition Corp. intends to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy statement of Yorkville Acquisition Corp. and a prospectus (the “Proxy Statement/Prospectus”) in connection with the Business Combination. The definitive proxy statement and other relevant documents will be mailed to shareholders of Yorkville Acquisition Corp. as of a record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. Yorkville Acquisition Corp. will also file other documents regarding the Business Combination with the SEC. This communication does not contain all of the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF YORKVILLE ACQUISITION CORP. AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH YORKVILLE ACQUISITION CORP.’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT YORKVILLE ACQUISITION CORP. AND THE BUSINESS COMBINATION. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Yorkville Acquisition Corp., without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Yorkville Acquisition Corp., 1012 Springfield Avenue, Mountainside, New Jersey 07092; e-mail: YORK@mzgroup.us.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
Yorkville Acquisition Corp. and its respective directors, executive officers, certain of its shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Yorkville Acquisition Corp.’s shareholders in connection with the Business Combination. A list of the names of such persons, and information regarding their interests in the Business Combination and their ownership of Yorkville Acquisition Corp.’s securities are, or will be, contained in Yorkville Acquisition Corp.’s filings with the SEC. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Yorkville Acquisition Corp.’s shareholders in connection with the Business Combination, including the names and interests of Yorkville Acquisition Corp.’s directors and executive officers, will be set forth in the Registration Statement and Proxy Statement/Prospectus, which is expected to be filed by Yorkville Acquisition Corp. with the SEC. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This communication and the information contained herein is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of Yorkville Acquisition Corp., or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Business Combination involving Yorkville Acquisition Corp., including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Yorkville Acquisition Corp. and the Business Combination and statements regarding the anticipated benefits and timing of the completion of the Business Combination, the assets to be acquired by Yorkville Acquisition Corp., the price and volatility of Cronos, Cronos’ prominence as a digital asset and as the foundation of a new financial system, Yorkville Acquisition Corp.’s listing on any securities exchange, the macro conditions surrounding Cronos, the planned business strategy, plans and use of proceeds, objectives of management for future operations of Yorkville Acquisition Corp. and Trump Media Group CRO Strategy, Inc., the upside potential and opportunity for investors, Yorkville Acquisition Corp.’s and Trump Media Group CRO Strategy, Inc.’s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, technological and market trends, future financial condition and performance and expected financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination and the level of redemptions of Yorkville Acquisition Corp.’s public shareholders, and Yorkville Acquisition Corp.’s and Trump Media Group CRO Strategy, Inc.’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, but not limited to: the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Yorkville Acquisition Corp.’s securities; the risk that the Business Combination may not be completed by Yorkville Acquisition Corp.’s Business Combination deadline; the failure by the parties to satisfy the conditions to the consummation of the Business Combination, including the approval of Yorkville Acquisition Corp.’s shareholders; failure to realize the anticipated benefits of the Business Combination; the level of redemptions of Yorkville Acquisition Corp.’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A ordinary shares of Yorkville Acquisition Corp. or the shares of Class A common stock of Yorkville Acquisition Corp.; the lack of a third-party fairness opinion in determining whether or not to pursue the Business Combination; the failure of Trump Media Group CRO Strategy, Inc. to obtain or maintain the listing of its securities on any securities exchange after closing of the Business Combination; costs related to the Business Combination and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to Trump Media Group CRO Strategy, Inc.’s anticipated operations and business, including the highly volatile nature of the price of CRO; the risk that Trump Media Group CRO Strategy, Inc.’s stock price will be highly correlated to the price of CRO and the price of CRO may decrease between the signing of the definitive documents for the Business Combination and the closing of the Business Combination or at any time after the closing of the Business Combination; risks related to increased competition in the industries in which Trump Media Group CRO Strategy, Inc. will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding CRO; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks that after consummation of the Business Combination, Trump Media Group CRO Strategy, Inc. experiences difficulties managing its growth and expanding operations; the risks that growing Trump Media Group CRO Strategy, Inc.’s validator operations could be difficult; challenges in implementing our business plan including operating a Cronos validator, due to operational challenges, significant competition and regulation; being considered to be a “shell company” by any stock exchange on which Yorkville Acquisition Corp.’s Class A common stock will be listed or by the SEC, which may impact our ability to list Yorkville Acquisition Corp.’s Class A common stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; the outcome of any potential legal proceedings that may be instituted against Yorkville Acquisition Corp. or others following announcement of the Business Combination, and those risk factors discussed in documents that Yorkville Acquisition Corp filed, or that will be filed, with the SEC.
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus of Yorkville Acquisition Corp. dated as of June 26, 2025 and filed by Yorkville Acquisition Corp. with the SEC on June 30, 2025, Yorkville Acquisition Corp.’s Quarterly Reports on Form 10-Q, the Registration Statement that will be filed by Yorkville Acquisition Corp. and the Proxy Statement/Prospectus contained therein, and other documents filed by Yorkville Acquisition Corp. from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that Yorkville Acquisition Corp. presently knows or that Yorkville Acquisition Corp. currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Yorkville Acquisition Corp. assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Yorkville Acquisition Corp. gives no assurance that Yorkville Acquisition Corp. will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by Yorkville Acquisition Corp. or any other person that the events or circumstances described in such statement are material.
Media Contacts
Trump Media Group CRO Strategy
212@MCGA.com
Yorkville Acquisition Corp.
YORK@mzgroup.us
Trump Media & Technology Group
press@tmtgcorp.com
Crypto.com
press@crypto.com
FAQ
What did Yorkville Acquisition Corp announce on Dec 1, 2025 about MCGA?
What will MCGA be renamed to after the closing of the business combination?
Which companies are involved in the proposed MCGA business combination announced Aug 26, 2025?
What is the strategic focus of the combined MCGA entity?
What approvals or conditions are required for the MCGA deal to close?
Who are the named advisors for Yorkville Acquisition Corp in the MCGA announcement?
