Yorkville Acquisition Corp. Narrows Loss, Inks Merger Deal

TL;DR

**MCGAU is finally making moves, signing a merger agreement with YA S3 Inc. – time to see if this SPAC can deliver.**

AI Summary

Yorkville Acquisition Corp. (MCGAU) reported a net loss of $395,372 for the three months ended September 30, 2025, and a cumulative net loss of $487,506 from inception (March 3, 2025) through September 30, 2025. The company generated $1,237,068 in income from investments in its Trust Account during the three-month period, alongside $8,331 in interest income. Formation, general, and administrative expenses totaled $1,640,771 for the quarter. As of September 30, 2025, the company held $174,599,568 in investments in its Trust Account and $290,238 in cash. A significant business change was the consummation of its Initial Public Offering on June 30, 2025, raising $172,500,000, and the simultaneous sale of $3,518,250 in Private Placement Units to its sponsor, Yorkville Acquisition Sponsor LLC. Transaction costs for the IPO amounted to $9,424,463, including a $5,175,000 deferred underwriting fee. The company executed a Business Combination Agreement with YA S3 Inc. on August 25, 2025, indicating progress towards its primary objective.

Why It Matters

Yorkville Acquisition Corp.'s execution of a Business Combination Agreement with YA S3 Inc. on August 25, 2025, is a critical step for investors, signaling the potential culmination of its SPAC lifecycle. This move provides clarity for shareholders, employees of the target company, and the broader market, as it transitions from a 'blank check' company to a potentially operating entity. The competitive SPAC landscape demands swift and decisive action, and this agreement positions Yorkville to avoid liquidation and deliver on its promise to public shareholders. Failure to complete the business combination within the 24-month window would lead to redemption of public shares, impacting investor returns.

Risk Assessment

Risk Level: medium — The company is a blank check company with no operations, relying entirely on completing a Business Combination. While a Business Combination Agreement was executed on August 25, 2025, there is no assurance that the Company will be able to successfully effect the Business Combination, as stated in Note 1. The Sponsor's ability to satisfy indemnification obligations is also uncertain, as the company has not verified sufficient funds.

Analyst Insight

Investors should closely monitor the progress of the Business Combination Agreement with YA S3 Inc. and review the terms of the merger. Given the inherent risks of SPACs, consider the potential for redemption if the deal falls through and evaluate the target company's fundamentals once more details are disclosed.

Financial Highlights

debt To Equity

N/A

revenue

$1,245,399

operating Margin

N/A

total Assets

$175,241,087

total Debt

$6,633,805

net Income

-$395,372

eps

-$0.02

gross Margin

N/A

cash Position

$290,238

revenue Growth

N/A

Key Numbers

• $174.6M — Investments held in Trust Account (as of September 30, 2025, representing the majority of assets)
• $1.24M — Income on investments in Trust Account (for the three months ended September 30, 2025, a key source of non-operating income)
• $1.64M — Formation, general and administrative expenses (for the three months ended September 30, 2025, contributing to the net loss)
• $395.37K — Net loss (for the three months ended September 30, 2025)
• $487.51K — Net loss (from inception (March 3, 2025) through September 30, 2025)
• $172.5M — Gross proceeds from Initial Public Offering (generated on June 30, 2025, from 17,250,000 units at $10.00 per unit)
• $3.52M — Gross proceeds from Private Placement Units (generated on June 30, 2025, from 351,825 units at $10.00 per unit)
• $9.42M — Total transaction costs for Initial Public Offering (including $5,175,000 in deferred underwriting fees)
• 17,831,250 — Class A ordinary shares outstanding (as of November 14, 2025)
• 5,750,000 — Class B ordinary shares outstanding (as of November 14, 2025)

Key Players & Entities

• Yorkville Acquisition Corp. (company) — registrant
• YA S3 Inc. (company) — target for Business Combination Agreement
• Yorkville Acquisition Sponsor LLC (company) — Company's sponsor and purchaser of Private Placement Units
• Continental Stock Transfer & Trust Company (company) — trustee for the Trust Account
• Nasdaq Stock Market LLC (regulator) — exchange where securities are registered
• Securities and Exchange Commission (regulator) — filing authority
• March 3, 2025 (date) — Company inception date
• June 30, 2025 (date) — Initial Public Offering closing date
• August 25, 2025 (date) — Business Combination Agreement execution date
• September 30, 2025 (date) — end of quarterly period

FAQ

Risk Factors

• Dependence on Trust Account Investments [medium — financial]: The company's primary source of income is from investments held in its Trust Account, which generated $1,237,068 in income for the three months ended September 30, 2025. Fluctuations in market conditions could negatively impact the value and income generated from these investments, affecting the company's financial stability.
• High Formation and Administrative Costs [medium — operational]: Formation, general, and administrative expenses totaled $1,640,771 for the three months ended September 30, 2025. These significant costs contributed to a net loss of $395,372 for the quarter, highlighting the substantial operational expenses associated with a SPAC's early stages.
• IPO Transaction Costs [medium — financial]: The Initial Public Offering incurred total transaction costs of $9,424,463, including a substantial deferred underwriting fee of $5,175,000. These costs reduce the net proceeds available for business combination activities and can impact future profitability.
• SPAC Regulatory Environment [medium — regulatory]: As a Special Purpose Acquisition Company (SPAC), Yorkville Acquisition Corp. is subject to evolving regulatory scrutiny. Changes in regulations concerning SPACs, their structure, and disclosure requirements could impact the company's operations and the feasibility of its business combination.
• Dependence on Business Combination Target [high — operational]: The company's primary objective is to complete a business combination. The execution of a Business Combination Agreement with YA S3 Inc. on August 25, 2025, is a critical step, but the ultimate success of this combination is uncertain and subject to various closing conditions and shareholder approvals.
• Shareholder Redemptions [high — financial]: A significant portion of Class A ordinary shares are subject to possible redemption, with $174,599,568 representing shares outstanding at redemption value as of September 30, 2025. High redemption rates upon a business combination could deplete the cash available for the target company.

Industry Context

Yorkville Acquisition Corp. operates as a Special Purpose Acquisition Company (SPAC), a shell company that raises capital through an IPO to acquire an existing company. The SPAC market has seen significant activity but also faces increasing regulatory scrutiny and investor caution regarding the structure and execution of business combinations. Competition among SPACs to identify and merge with attractive targets is intense, requiring efficient deal sourcing and execution.

Regulatory Implications

As a SPAC, Yorkville Acquisition Corp. is subject to SEC regulations and evolving rules governing SPACs. The consummation of its business combination with YA S3 Inc. will trigger significant reporting requirements and potential scrutiny regarding the valuation and structure of the deal. Changes in accounting standards or regulatory guidance for SPACs could impact financial reporting and future operations.

What Investors Should Do

1. Monitor the progress and terms of the YA S3 Inc. business combination.
2. Evaluate the impact of potential shareholder redemptions.
3. Assess the company's burn rate and operational expenses.
4. Understand the investment strategy and performance of the Trust Account.

Key Dates

• 2025-03-03: Company Inception — Marks the beginning of Yorkville Acquisition Corp.'s operational history and the start of the period for financial reporting.
• 2025-06-30: Initial Public Offering (IPO) Consummation — Raised $172,500,000 in gross proceeds, establishing the company's public trading status and providing capital for its acquisition strategy.
• 2025-06-30: Private Placement Units Sale — Raised $3,518,250 from the sponsor, Yorkville Acquisition Sponsor LLC, providing additional capital alongside the IPO.
• 2025-08-25: Business Combination Agreement with YA S3 Inc. — Indicates significant progress towards the company's primary objective of merging with an operating business.
• 2025-09-30: Quarter End Financial Reporting — Provides a snapshot of the company's financial condition, including its cash position, investments, and net loss for the period.

Glossary

Trust Account

A segregated account, typically holding proceeds from an IPO, used by SPACs to safeguard investor funds until a business combination is completed. (The company's investments in the Trust Account are its primary asset and source of income ($1,237,068 for the quarter).)

Deferred Underwriting Commissions

A portion of the underwriting fees that are not paid at the time of the IPO but are deferred and typically paid upon the completion of a business combination. (A significant liability of $5,175,000, impacting the company's financial structure and future cash outflows.)

Class A Ordinary Shares Subject to Possible Redemption

Shares issued in the IPO that holders can redeem for cash at a specified price, usually $10.00 per share plus interest, if they do not approve of the business combination. (Represents $174,599,568 of the company's liabilities, indicating potential cash outflows upon redemption.)

Class B Ordinary Shares

Shares typically held by the sponsor and management team, often with different voting rights and subject to forfeiture or vesting conditions tied to the business combination. (5,750,000 shares outstanding, representing the sponsor's stake and alignment with the company's success.)

Accumulated Deficit

The cumulative net losses of a company since its inception that have not been offset by profits. (Stands at $(5,992,919) as of September 30, 2025, reflecting the net losses incurred to date.)

Year-Over-Year Comparison

This is the first 10-Q filing for Yorkville Acquisition Corp. as it was incorporated on March 3, 2025, and its IPO was consummated on June 30, 2025. Therefore, there are no prior period financial statements or year-over-year comparisons available in this report. The filing reflects the company's initial financial position post-IPO, including significant IPO-related costs and the initial net loss incurred during its formation and operational setup phase.

Key Financial Figures

• $0.0001 — LC Class A ordinary shares, par value $0.0001 per share MCGA The Nasdaq Stock Mar
• $11.50 — ordinary share at an exercise price of $11.50 per share MCGAW The Nasdaq Stock Ma

Filing Documents

• mcga-20250930x10q.htm (10-Q) — 1129KB
• mcga-20250930xex31d1.htm (EX-31.1) — 15KB
• mcga-20250930xex31d2.htm (EX-31.2) — 13KB
• mcga-20250930xex32.htm (EX-32) — 10KB
• 0001104659-25-112474.txt ( ) — 5119KB
• mcga-20250930.xsd (EX-101.SCH) — 45KB
• mcga-20250930_cal.xml (EX-101.CAL) — 22KB
• mcga-20250930_def.xml (EX-101.DEF) — 202KB
• mcga-20250930_lab.xml (EX-101.LAB) — 295KB
• mcga-20250930_pre.xml (EX-101.PRE) — 281KB
• mcga-20250930x10q_htm.xml (XML) — 665KB

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION 1 Item 1.

Financial Statements

Financial Statements. 1 Unaudited Condensed Consolidated Balance Sheet as of September 30, 2025 1 Unaudited Condensed Consolidated Statements of Operations for the three months ended September 30, 2025 and for the period from March 3, 2025 (inception) through September 30, 2025 2 Unaudited Condensed Consolidated Statements of Changes in Shareholders' Deficit for the three months ended September 30, 2025 and for the period from March 3, 2025 (inception) through September 30, 2025 3 Unaudited Condensed Consolidated Statements of Cash Flows for the period from March 3, 2025 (inception) through September 30, 2025 4 Notes to Unaudited Condensed Consolidated Financial Statements 5 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 20 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 24 Item 4.

Controls and Procedures

Controls and Procedures 24

- OTHER INFORMATION

PART II - OTHER INFORMATION 25 Item 1.

Legal Proceedings

Legal Proceedings 25 Item 1.A.

Risk Factors

Risk Factors 25 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 67 Item 3. Defaults Upon Senior Securities 68 Item 4. Mine Safety Disclosures 68 Item 5. Other Information 68 Item 6. Exhibits 69

– SIGNATURES

PART III – SIGNATURES 70 i Table of Contents

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements. YORKVILLE ACQUISITION CORP. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2025 Assets: Current assets Cash $ 290,238 Prepaid expenses 215,931 Due from related party 16,204 Total current assets 522,373 Prepaid expenses 119,146 Investments held in Trust Account 174,599,568 Total Assets $ 175,241,087 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit: Current liabilities Accrued expenses $ 1,406,351 Accounts payable 52,454 Total current liabilities 1,458,805 Deferred underwriting commissions 5,175,000 Total Liabilities 6,633,805 Commitments and Contingencies (Note 7) Class A ordinary shares subject to possible redemption, $ 0.0001 par value; 17,250,000 shares issued and outstanding at redemption value of $ 10.12 per share 174,599,568 Shareholders' Deficit Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding — Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; 581,250 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) 58 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding (1) 575 Additional paid-in capital — Accumulated deficit ( 5,992,919 ) Total Shareholders' Deficit ( 5,992,286 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit $ 175,241,087 (1) Includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 6). On June 30, 2025, the underwriters fully exercised their over-allotment option. As such, no Class B ordinary shares were forfeited. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 Table of Content

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