STOCK TITAN

Trump Media (NASDAQ: DJT) drops Crypto.com SPAC merger and ETF pact

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Trump Media & Technology Group Corp. reported that it has ended its previously announced SPAC transaction with Yorkville Acquisition Corp. and related parties. Trump Media, Yorkville’s SPAC and sponsor, and Crypto.com and its subsidiary had entered into a Business Combination Agreement in August 2025, later amended in October 2025, to form Trump Media Group CRO Strategy, Inc. On August 7, 2026, all parties signed a Mutual Termination and Release Agreement, mutually terminating the business combination due to market conditions.

According to a joint announcement, all discussions and development work on the proposed digital asset treasury structure tied to the transaction will be concluded. Separately, Trump Media, Crypto.com, and Yorkville America agreed not to move forward with their earlier plan for Crypto.com to service certain anticipated Yorkville America ETF offerings. Other than discontinuing this limited servicing partnership, Yorkville America states that its business and plans for current and future ETF offerings remain unchanged.

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Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Termination effective date August 7, 2026 Effective date of the Mutual Termination and Release Agreement ending the business combination
Original Business Combination Agreement date August 25, 2025 Date Trump Media and the other parties first entered into the Business Combination Agreement
Amendment No. 1 date October 31, 2025 Date of the first amendment to the Business Combination Agreement
Warrant exercise price $11.50 per share Exercise price of each DJTWW redeemable warrant for one share of common stock
Business Combination Agreement regulatory
"Trump Media entered into a Business Combination Agreement with Yorkville Acquisition Corp. and others"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
Mutual Termination and Release Agreement regulatory
"The Parties entered into a Mutual Termination and Release Agreement on August 7, 2026"
digital asset treasury structure financial
"All initial discussions and development efforts regarding the proposed business combination and digital asset treasury structure"
ETF offerings financial
"Crypto.com would have serviced certain of Yorkville America’s anticipated ETF offerings"
blank check company financial
"Yorkville Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company"
A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What business combination did DJT terminate with Crypto.com and Yorkville?

Trump Media & Technology Group Corp. (DJT) mutually terminated a Business Combination Agreement with Yorkville Acquisition Corp. and Crypto.com to form Trump Media Group CRO Strategy, Inc., ending all related discussions and development efforts.

When did DJT and its partners terminate the proposed SPAC deal?

The parties signed a Mutual Termination and Release Agreement effective August 7, 2026, formally ending the proposed business combination and concluding all initial discussions and development efforts on the digital asset treasury structure.

Why did DJT and Crypto.com end their proposed business combination?

Trump Media, Crypto.com, Yorkville and related entities ended the proposed business combination by mutual consent, citing prevailing market conditions and shifting business and stakeholder priorities in their joint press release.

What happens to the CRO digital asset treasury plan involving DJT?

All initial discussions and development efforts regarding the proposed CRO digital asset treasury structure tied to the Trump Media–Crypto.com–Yorkville transaction will be formally concluded, and the structure will not be pursued under that deal.

Did DJT also end the planned ETF servicing partnership with Crypto.com?

Yes. Trump Media, Crypto.com, and Yorkville America mutually agreed not to pursue their earlier partnership for Crypto.com to service certain anticipated Yorkville America ETF offerings; Yorkville America states its broader ETF plans remain unchanged.

Who were the parties to DJT’s terminated Business Combination Agreement?

The agreement involved Trump Media, Yorkville Acquisition Corp. (the SPAC), YA S3 Inc. (SPAC Sub), Crypto.com, Crypto.com Strategy Holdings (Crypto.com Sub), and Yorkville Acquisition Sponsor LLC, collectively referred to as the Parties.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): August 7, 2026
Trump Media & Technology Group Corp.
(Exact name of registrant as specified in its charter)
 
Florida
001-40779
85-4293042
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
401 N. Cattlemen Rd., Ste. 200
Sarasota, Florida
34232
(Address of principal executive offices)
(Zip Code)
 
Registrants telephone number, including area code: (941) 735-7346
 
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
 
 
 
Name of Each
 
 
Trading
 
Exchange
Title of Each Class
 
Symbol(s)
 
on Which Registered
Common stock, par value $0.0001 per share
 
DJT
 
The Nasdaq Stock Market LLC
Common stock, par value $0.0001 per share
 
DJT
 
New York Stock Exchange Texas
Redeemable Warrants, each whole warrant exercisable for one share common stock at an exercise price of $11.50
 
DJTWW
 
The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share common stock at an exercise price of $11.50
 
DJTWW
 
New York Stock Exchange Texas
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 



 

 
Item 1.02
Termination of a Material Definitive Agreement.
 
Termination of Business Combination Agreement
 
As previously disclosed, on August 25, 2025, Trump Media & Technology Group Corp., a Florida corporation (“TMTG”)  entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among (a) TMTG, (b) Yorkville Acquisition Corp., a Cayman Islands exempted company (“SPAC”), (c) YA S3 Inc., a Florida corporation and an indirect wholly owned subsidiary of the Company (“SPAC Sub”), (d) Foris Holdings KY Limited, a Cayman Islands exempted company (“Crypto.com”), (e) Crypto.com Strategy Holdings, a Cayman Islands exempted company and an indirect wholly owned subsidiary of Crypto.com (“Crypto.com Sub”), and (f) Yorkville Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), as amended by Amendment No.1 to the Business Combination Agreement on October 31, 2025. TMTG, SPAC, SPAC Sub, Crypto.com, Crypto.com Sub, and Sponsor are referred to herein as the “Parties.”
 
On August 7, 2026, the Parties entered into a Mutual Termination and Release Agreement (the “Termination Agreement”), pursuant to which the Business Combination Agreement was terminated by the mutual consent of the Parties, effective as of August 7, 2026, due to market conditions.
 
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement which is filed hereto as Exhibit 10.1 and which is incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits:
 
Exhibit
 
Description
 
 
 
10.1
 
Mutual Termination and Release Agreement, dated as of August 7, 2026, by and among TMTG, SPAC, SPAC Sub, Crypto.com, Crypto.com Sub, and the Sponsor.
 
 
 
99.1
 
Press Release, dated August 7, 2026
 
 
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Trump Media & Technology Group Corp.
 
 
 
Dated: August 7, 2026
By:
/s/ Scott Glabe
 
Name:
Scott Glabe
 
Title:
General Counsel and Secretary
 

 
 
 

Exhibit 99.1



Crypto.com, Trump Media and Technology Group, and Yorkville Provide Update on 

CRO Digital Asset Treasury and ETF Partnership


 August 7, 2026 – Crypto.com, Trump Media & Technology Group Corp. (NASDAQ, NYSE Texas: DJT) (“Trump Media”), Yorkville Acquisition Corp. (NASDAQ: MCGA) today jointly announced an update to mutually terminate their previously announced proposed business combination to establish Trump Media Group CRO Strategy, Inc., citing prevailing market conditions, and shifting business and stakeholder priorities.

 

All initial discussions and development efforts regarding the proposed business combination and digital asset treasury structure will be formally concluded.


Separately, Crypto.com, Trump Media, and Yorkville America have mutually agreed not to pursue their previously announced partnership to have Crypto.com service certain of Yorkville America’s anticipated ETF offerings. Other than the discontinuation of this proposed, limited servicing partnership, Yorkville America’s business and plans for its existing and future ETF offerings remain unchanged.


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 development of new use cases including prediction markets and tokenized RWAs.

 

Learn more at https://crypto.com.


About Trump Media

The mission of TMTG is to end Big Tech's assault on free speech by opening up the Internet and giving people their voices back. TMTG operates Truth Social, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations; Truth+, a TV streaming platform focusing on family friendly live TV channels and on-demand content; and Truth.Fi, a financial services and FinTech brand incorporating America First investment vehicles.


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 on 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.


  

Media Contact

Crypto.com

press@crypto.com

 

Trump Media & Technology Group

press@tmtgcorp.com 


Yorkville Acquisition Corp.

YORK@mzgroup.us 

 


 

Filing Exhibits & Attachments

6 documents