STOCK TITAN

Yorkville Acquisition Corp. (MCGA) drops Trump Media, Crypto.com deal

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Yorkville Acquisition Corp., a Cayman Islands blank check company, reports that on August 7, 2026 it entered into a Mutual Termination and Release Agreement with YA S3 Inc., Foris Holdings KY Limited (Crypto.com), Crypto.com Strategy Holdings, Trump Media & Technology Group Corp., and its sponsor, mutually terminating their previously signed Business Combination Agreement, including its October 31, 2025 amendment. The termination is effective August 7, 2026 and is attributed to market conditions.

All discussions and development work related to the proposed business combination and associated digital asset treasury structure for Trump Media Group CRO Strategy, Inc. will be concluded. Separately, Crypto.com, Trump Media, and Yorkville America agreed not to pursue a previously announced partnership under which Crypto.com would have serviced certain anticipated ETF offerings of Yorkville America. Aside from discontinuing that limited servicing partnership, Yorkville America states that its business and plans for existing and future ETF offerings remain unchanged.

Positive

  • None.

Negative

  • None.

Insights

Analyzing...

Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Warrant exercise price $11.50 per share Exercise price of each whole warrant for one Class A ordinary share
Termination effective date August 7, 2026 Effective date of the Mutual Termination and Release Agreement among the Parties
Amendment date October 31, 2025 Date of Amendment No. 1 to the Business Combination Agreement later terminated
Business Combination Agreement regulatory
"entered into a Business Combination Agreement (the “Business Combination Agreement”)"
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
"entered into a Mutual Termination and Release Agreement (the “Termination Agreement”)"
blank check company financial
"Yorkville Acquisition Corp. is a blank check company newly incorporated"
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.
digital asset treasury structure financial
"development efforts regarding the proposed business combination and digital asset treasury structure"
ETF offerings financial
"service certain of Yorkville America’s anticipated ETF offerings"

FAQ

What business combination did Yorkville Acquisition Corp. (MCGA) terminate?

Yorkville Acquisition Corp. mutually terminated its Business Combination Agreement with Crypto.com and Trump Media & Technology Group. The parties ended plans to form Trump Media Group CRO Strategy, Inc., citing market conditions and shifting business and stakeholder priorities.

When was the Yorkville Acquisition Corp. (MCGA) business combination terminated?

The parties entered into a Mutual Termination and Release Agreement effective August 7, 2026. This agreement formally ends the Business Combination Agreement and concludes all related discussions and development efforts for the proposed business combination and digital asset treasury structure.

Which parties were involved in Yorkville Acquisition Corp. (MCGA)’s terminated deal?

The terminated Business Combination Agreement involved Yorkville Acquisition Corp., YA S3 Inc., Crypto.com, Crypto.com Strategy Holdings, Trump Media & Technology Group Corp., and Yorkville Acquisition Sponsor LLC, collectively referred to as the Parties in the disclosure.

What happened to the ETF partnership mentioned by Yorkville Acquisition Corp. (MCGA)?

Crypto.com, Trump Media, and Yorkville America mutually agreed not to pursue their previously announced ETF servicing partnership. Crypto.com will not service certain anticipated Yorkville America ETF offerings, while Yorkville America states its broader ETF business plans remain unchanged.

Does the Yorkville Acquisition Corp. (MCGA) filing affect its ETF business plans?

The filing states that, apart from ending the limited servicing partnership with Crypto.com, Yorkville America’s business and plans for its existing and future ETF offerings remain unchanged. The change is limited to that specific servicing arrangement.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
false 0002064658 0002064658 2026-08-07 2026-08-07 0002064658 YORK:UnitsMember 2026-08-07 2026-08-07 0002064658 YORK:ClassAOrdinarySharesMember 2026-08-07 2026-08-07 0002064658 YORK:WarrantsMember 2026-08-07 2026-08-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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

 

 

Yorkville Acquisition Corp.

(Exact name of Registrant as Specified in Its Charter)

 

 

Cayman Islands 001-42720 98-1850073
(State or Other Jurisdiction
of Incorporation)
(Commission File Number) (IRS Employer

Identification No.)

 

1012 Springfield Avenue    
MountainsideNew Jersey   07092
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (201) 985-8300

 

N/A

(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:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each
exchange on
which registered

Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant   MCGAU   The Nasdaq Stock Market LLC
Class A ordinary shares, $0.0001 par value   MCGA   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   MCGAW   The Nasdaq Stock Market LLC

 

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 x

 

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, Yorkville Acquisition Corp. (the “Company”) entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among (a) the Company, (b) YA S3 Inc., a Florida corporation and an indirect wholly owned subsidiary of the Company (“SPAC Sub”), (c) Foris Holdings KY Limited, a Cayman Islands exempted company (“Crypto.com”), (d) Crypto.com Strategy Holdings, a Cayman Islands exempted company and an indirect wholly owned subsidiary of Crypto.com (“Crypto.com Sub”), (e) Trump Media & Technology Group Corp., a Florida corporation (“TMTG”), 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. The Company, SPAC Sub, Crypto.com, Crypto.com Sub, TMTG, 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 8.01. Other Events.

 

On August 7, 2026, the Company issues a press release announcing the Termination Agreement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
10.1   Mutual Termination and Release Agreement, dated as of August 7, 2026 by and among the Company, SPAC Sub, Crypto.com, Crypto.com Sub, TMTG and the Sponsor.
99.1   Press Release, dated as of 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.

 

YORKVILLE ACQUISITION CORP.  
   
By: /s/ Troy Rillo  
Name: Troy Rillo  
  Chief Executive Officer and Financial Officer  

 

Date: August 10, 2026

 

 

 

 

Ex. 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 & Technology Group

 

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