Yorkville, Now Trading as $MCGA, Pulls Back the Curtain on Unprecedented Planned Business Combination

Rhea-AI Summary

Yorkville Acquisition Corp. (NASDAQ: MCGA) has announced details of its planned business combination with Trump Media & Technology Group Corp. (DJT) and Crypto.com. The combined entity will be renamed to Trump Media Group CRO Strategy, Inc., becoming the first publicly traded CRO-focused digital asset treasury company.

The transaction includes 6.31 billion CRO tokens (worth approximately $1 billion), $200 million in cash, $220 million from mandatory-exercise warrants, and a $5 billion equity line of credit, creating a potential $6.42 billion funding package. The company will focus on accumulating and managing CRO tokens, operating validator nodes, and generating staking rewards.

The founding partners have agreed to a one-year mandatory lock-up period, followed by a three-year gradual release schedule for their founders' equity.

Positive

• Creation of first and largest publicly traded CRO treasury company with $6.42B potential funding package
• Significant initial CRO holdings of 6.31B tokens (~19% of total circulating supply)
• Revenue generation through validator node operation and staking rewards
• One-year lock-up commitment from founding partners with three-year gradual release
• Access to $5B equity line of credit for additional CRO acquisition

Negative

• High concentration risk by focusing solely on CRO tokens
• Business model entirely dependent on CRO token performance and crypto market conditions
• Complex three-way merger structure with multiple closing conditions
• No diversification across other digital assets or traditional investments

Insights

Financial SPAC & Crypto Analyst

Yorkville SPAC merging with Trump Media and Crypto.com to create first publicly-traded CRO treasury with $6.42B potential funding package.

This business combination represents a significant development in the digital asset space. Yorkville Acquisition Corp. (NASDAQ: MCGA), Trump Media & Technology Group, and Crypto.com are creating what they claim will be the first publicly-traded CRO-focused digital asset treasury. Unlike companies that add crypto to diversify existing operations, this is positioned as a "pure play" strategy dedicated primarily to acquiring and managing CRO tokens.

The financial structure is substantial, with a potential $6.42 billion funding package that includes $200 million in cash, $220 million from mandatory-exercise warrants, a $5 billion equity line of credit, and 6.3 billion CRO tokens (worth approximately $1 billion and representing 19% of CRO's circulating supply).

A key distinguishing factor is the validator node strategy, which will allow the company to generate staking rewards and compound its CRO holdings - a feature unavailable with Bitcoin. The founding partners have agreed to significant one-year lock-ups followed by a three-year gradual release schedule, indicating longer-term commitment.

Investors should note the company will focus almost exclusively on CRO accumulation rather than traditional operations. This represents a novel but highly concentrated approach to digital asset investment through public markets. The transaction still requires customary closing approvals, and despite the ambitious funding package, execution will depend on market conditions and investor appetite for this specialized cryptocurrency strategy.

Additional Key Information on the Business Combination for Trump Media Group CRO Strategy

WEST PALM BEACH, Fla., Sept. 10, 2025 (GLOBE NEWSWIRE) -- Yorkville Acquisition Corp. (Nasdaq: MCGA), today along with the founding partners of Trump Media CRO Strategy, Inc. provides key information as the Business Combination (defined below) process continues to current and prospective shareholders, stakeholders, and partners regarding the announcement of Trump Media Group CRO Strategy, Inc.

Yorkville Acquisition Corp. will be renamed to Trump Media Group CRO Strategy, Inc. upon the closing of the proposed business combination (the “Business Combination”) among Yorkville Acquisition Corp., Trump Media & Technology Group Corp. (Nasdaq, NYSE Texas: DJT) (“Trump Media”) and Crypto.com. The parties previously entered into a definitive agreement for a Business Combination to establish Trump Media Group CRO Strategy, Inc., a digital asset treasury company focused on the acquisition of the native cryptocurrency token of the Cronos ecosystem (“CRO”).

Is there currently a public company?
Yes. Yorkville Acquisition Corp. (NASDAQ: MCGA) is currently a publicly listed special purpose acquisition company, known as a SPAC. At the closing of the Business Combination, Yorkville Acquisition Corp. will be renamed Trump Media Group CRO Strategy, Inc. to better identify and align itself with its future business plans as a CRO treasury company.

Will Yorkville Acquisition Corp. be renamed Trump Media Group CRO Strategy, Inc.?
Yes. Yorkville Acquisition Corp. (Nasdaq: MCGA) is the existing special purpose acquisition company, known as a SPAC, that will be acquiring assets from Trump Media and Crypto.com. At the closing of the Business Combination, Yorkville Acquisition Corp. will be renamed Trump Media Group CRO Strategy, Inc. The Business Combination is subject to customary closing conditions, and no assurances can be given that the closing will in fact occur.

Who are the major players in this transaction?
The founding partners are:

• Trump Media & Technology Group Corp. (Nasdaq, NYSE Texas: DJT)
• Crypto.com
• Yorkville Acquisition Corp. (Nasdaq: MCGA)
  

Together, following the closing of the Business Combination, we will establish Trump Media Group CRO Strategy, Inc. as the first publicly listed CRO-focused digital asset treasury company.

Why are the founding partners pursuing a CRO digital asset strategy?
Since digital asset treasury strategies were pioneered, a number of companies have pursued various digital asset strategies, primarily in two ways: The first set of companies are adding treasury strategies to their existing businesses (which may be unrelated to the treasury strategies) to diversify their balance sheets and prepare for the financial market of today and tomorrow. The second set of companies are more pure plays in that their businesses are interwoven with the treasury strategy itself. The founding partners are pursuing this latter category.

We believe this proposed pure play strategy will enable us to deploy a higher percentage of capital to the acquisition of CRO because, in contrast to the first category of companies, capital will not be needed to support other, sometimes unrelated, businesses. Moreover, this strategy is expected to be the first and largest publicly traded CRO treasury company, as well as one of the largest digital asset treasury companies to date.

The founders believe that the sheer size and structure of this project, with the additional expected funding of potentially over $400 million in cash and a further $5 billion equity line of credit to acquire additional CRO, as well as the agreed-upon share lock-ups by our founding partners and the treasury’s validator strategy make it a unique and compelling offering compared to prior-generation digital asset treasuries.

Additionally, the ability to integrate a utility token with another digital platform, as CRO will be with Truth Social, highlights the advantages of CRO, which can be integrated across existing digital networks – potentially creating engagement-based rewards systems, upgrading infrastructure and enabling wallet capabilities.

What is CRO (Cronos)?
Cronos is a high performance, interoperable blockchain designed for speed, scalability, and seamless connectivity between networks, making it a strong foundation for the future American digital economy. It enables low-cost, high-speed smart contract deployment and smooth integration with other major blockchain ecosystems, unlocking widescale adoption of decentralized applications in finance, commerce, and public infrastructure, without the congestion or costs of legacy networks. With its proof-of-authority consensus, robust validator set, and enterprise-grade security, Cronos delivers the performance and reliability needed to power mission-critical applications at scale.

How is CRO different from Bitcoin?
Bitcoin is the world’s first decentralized digital currency, primarily seen as a store of value similar to “digital gold.” CRO, on the other hand, has a functional role in its blockchain ecosystem—securing the Cronos network, facilitating decentralized applications (dApps), and enabling staking rewards.

Why CRO and not Bitcoin or another token?
The founding partners believe CRO offers a unique opportunity:

• It represents the backbone of a growing blockchain ecosystem (Cronos).
• CRO enables both utility (transactions, fees, governance) and yield generation (staking rewards).
• By operating a validator node, the company can compound its CRO holdings, a strategy not available with Bitcoin or other targets we considered for our DAT strategy.
  

How can I become an investor?
The publicly traded entity TODAY is Yorkville Acquisition Corp. (Nasdaq: MCGA), which will be renamed as Trump Media Group CRO Strategy upon completion of the Business Combination. The Business Combination is subject to customary closing conditions and no assurances can be given that the closing will in fact occur. To purchase shares of MCGA, please contact your registered broker.

Where can I go to receive updates on the proposed Business Combination?
We have launched MCGA.com to share information related to the proposed Business Combination, where you can subscribe for alerts. For updates specific to Yorkville Acquisition Corp., please sign up to receive email alerts here.

Please refer to Yorkville Acquisition Corp.’s SEC filings for the latest information related to the proposed Business Combination

What will the future business of the combined entity look like?
Following the closing of the Business Combination (which is subject to customary closing conditions), the core business of Trump Media Group CRO Strategy, Inc. will be to accumulate and actively manage a digital asset treasury composed of CRO tokens.

The strategy is designed to:

• Allocate substantially all cash reserves to acquiring CRO, prioritizing yield-generating, ecosystem aligned assets over traditional non-productive holdings.
• Establish and operate a validator node on the Cronos blockchain, enabling participation in network governance and security.
• Generate staking rewards that are reinvested to compound CRO holdings, helping to offset operational costs and supercharging our accumulation strategy.
  

How much capital will fund the new digital asset treasury?
The expected structure includes:

• 6,313,000,212 CRO tokens as of September 9, 2025, worth approximately $1 billion and comprising ~19% of total CRO circulating supply;
• $200 million in cash;
• $220 million from mandatory-exercise warrants;
• $5 billion equity line of credit from YA II PN, Ltd., an affiliate of Yorkville.

This creates a potential $6.42 billion funding package.

What will be the ownership structure of the new company?
Following the closing of the Business Combination, Trump Media Group CRO Strategy, Inc. will be majority-owned by the three founding partners; Trump Media, Crypto.com, and the sponsor of Yorkville and its affiliates. MCGA’s public shareholders will also participate as the company transitions following the proposed Business Combination.

What makes this transaction unique?
At closing of the Business Combination, Trump Media Group CRO Strategy, Inc. is expected to be:

• The first and only publicly traded CRO treasury company;
• The largest digital asset treasury relative to market cap ever formed;
• Positioned to combine a significant token holding with validator rewards to create long-term value.
  

What are the lock-up and release terms for the founding partners?
The sponsor of Yorkville, Trump Media, and Crypto.com have all agreed to a one-year mandatory lock-up on their founders’ shares and warrants. After that period, their founders’ equity will be gradually released over a three-year schedule. This ensures the founding partners remain aligned with long-term shareholders.

What will each party contribute to the combination?
Affiliates of Yorkville will be providing financing in the form of a backstop and an equity line of credit (ELOC). Crypto.com is contributing CRO tokens. Trump Media is contributing a license to use certain intellectual property.

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 is the business combination between Yorkville (MCGA) and Trump Media about?

The business combination will create Trump Media Group CRO Strategy, Inc., the first publicly traded CRO-focused digital asset treasury company, with a potential $6.42 billion funding package including CRO tokens, cash, and credit facilities.

How many CRO tokens will the new company hold after the merger?

The company will hold 6.31 billion CRO tokens, worth approximately $1 billion, representing about 19% of total CRO circulating supply as of September 9, 2025.

What is the lock-up period for MCGA founding partners?

The founding partners (Yorkville sponsor, Trump Media, and Crypto.com) have agreed to a one-year mandatory lock-up on their founders' shares and warrants, followed by a three-year gradual release schedule.

How will Trump Media Group CRO Strategy generate revenue?

The company will generate revenue by operating validator nodes on the Cronos blockchain, earning staking rewards, and participating in network governance while continuously accumulating CRO tokens.

What is the total funding package for the MCGA business combination?

The total potential funding package is $6.42 billion, consisting of 6.31B CRO tokens ($1B), $200M cash, $220M from mandatory-exercise warrants, and a $5B equity line of credit.