Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our Units, Class A Ordinary Shares, and Public Warrants are each traded on the Nasdaq Global Market (“Nasdaq”) under the symbols “MCGAU,” “MCGA,” and “MCGAW” respectively. Our units commenced public trading on June 27, 2025, and our Class A Ordinary Shares and Public Warrant commenced separate trading on July 25, 2025. On September 5, 2025, The Company changed the ticker symbols of its Units, Class A Ordinary Shares, and Public Warrants from “YORKU,” “YORK,” and “YORKW” to “MCGAU,” “MCGA,” and “MCGAW,” respectively. The Company’s securities commenced trading under the new ticker symbols at market open on September 8, 2025.
Holders
As of March 31, 2026, we had 2 holders of record of our Class A Ordinary Shares, 1 holder of record of our Class B Ordinary Shares, 1 holder of record of our public Units, 1 holder of record of our Private Placement Units, and 3 holders of record of our Public Warrants.
Dividends
We have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition and will be within the discretion of our board of directors. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Securities Authorized for Issuance Under Equity Compensation Plans
None.
Unregistered Sale of Equity Securities
On March 5, 2025, the Company issued an aggregate of 5,750,000 Class B Ordinary Shares to the Sponsor in exchange for a $25,000 payment (approximately $0.004 per share) to cover certain expenses on behalf of the Company. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 351,825 Private Placement Units at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor, generating gross proceeds of $3,518,250. Each Private Placement Unit consists of one Class A Ordinary Share (each, a “Private Placement Share”) and one-third of one redeemable warrant (each, a “Private Placement Warrant”). The Private Placement Units are identical to the Units sold in the Initial Public Offering. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
On August 26, 2025, the Company entered into a Business Combination Agreement and related agreements that contemplate the issuance, at the closing of the proposed Business Combination, of shares of the Company’s capital stock and warrants to certain counterparties as transaction consideration and in related financing arrangements. These contemplated issuances are subject to customary closing conditions and have not occurred as of the date of this report. Accordingly, no securities have been issued, no proceeds have been received, and no sales of the Company’s securities have taken place in connection with these agreements during the period covered by this report. If and when the closing occurs, the Company expects that any such issuances will be made in private transactions in reliance on exemptions from registration under the Securities Act of 1933, as amended, including Section 4(a)(2) and, where applicable, Regulation D and/or Regulation S. Any unregistered sales that occur immediately before, at, or after the closing of the Business
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Combination will be reported in the Company’s periodic reports covering the period in which such issuances occur and/or in a Current Report on Form 8 K, as appropriate.
On February 11, 2026, the Company issued a convertible unsecured promissory note (the “Working Capital Note”) in the aggregate principal amount of $250,000.00 to the Sponsor in order to provide the Company with additional working capital. Pursuant to the terms of the Working Capital Note, the principal balance shall not accrue interest; shall be payable by the Company on the earlier of the date on which Company consummates its initial business combination or the date that the winding up of the Company is effective; and is convertible at the Sponsor’s election upon the consummation of the Company’s initial business combination. Should the Sponsor elect to convert all or a portion of the principal balance, the elected principal balance amount will convert, at a price of $10.00 per unit, into units identical to the Private Placement Units issued in connection with the Company’s Initial Public Offering (each, a “Working Capital Units”), rounded down to the nearest whole number. The Company has relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance of the Working Capital Note.
Use of Proceeds
On June 30, 2025, the Company consummated its Initial Public Offering of 17,250,000 Units, including 2,250,000 units issued pursuant to the underwriters’ full exercise of their overallotment option, at a price of $10.00 per unit, generating gross proceeds of $172,500,000. Simultaneously with the closing of the offering, the Company consummated the private placement to the Sponsor of 351,825 Private Placement Units at a price of $10.00 per unit, for aggregate gross proceeds of $3,518,250. After deducting the underwriting discounts and commissions paid at closing and offering expenses, an aggregate of $173,362,500 ($10.05 per unit) from the sale of the Units in the offering and the Private Placement Units was placed in the Trust Account maintained by Continental Stock Transfer & Trust Company, as trustee.
As of December 31, 2025, the net proceeds from the offering and the concurrent private placement remain on deposit in the Trust Account in accordance with the Company’s governing documents and the terms disclosed at the time of the offering, pending completion of the Company’s initial business combination. Consistent with the Company’s governing documents and the trust agreement, funds in the Trust Account have been invested only in U.S. government securities with a maturity of 185 days or less, in money market funds meeting the conditions of Rule 2a 7 under the Investment Company Act that invest solely in direct U.S. government obligations, as uninvested cash, or in an interest bearing demand deposit or other bank account. Other than permitted withdrawals for taxes and allowed expenses, there has been no material change in the planned use of proceeds as described in the Company’s final prospectus. As of December 31, 2025, the Trust Account contains 176,338,275.
The underwriters were paid a cash underwriting discount of $0.067 per Unit offered in the Initial Public Offering, or $1,155,750. Additionally, the underwriters are entitled to a deferred fee of $0.30 per Unit sold in the Initial Public Offering, or $5,175,000. However, on August 25, 2025, the underwriters agreed to reduce the deferred underwriting discount in respect of the proposed Business Combination to $0.18 per Unit sold in the Initial Public Offering, or $3,105,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement.
The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering (the “Promissory Note”). The Promissory Note was non-interest bearing, unsecured and due at the earlier of March 25, 2026, or the closing of the Initial Public Offering. As of June 30, 2025, the Company had borrowed $124,723 under the Promissory Note. On July 2, 2025, the Company repaid the Promissory Note in full to the Sponsor. The Promissory Note was non-interest bearing and no amounts are outstanding. Borrowings under the Promissory Note are no longer available.
Transaction costs for the Initial Public Offering amounted to $9,424,463, consisting of $1,155,750 of cash underwriting fee, $5,175,000 of deferred underwriting fee (reduced to $3,105,000 if in connection with the proposed Business Combination), $2,294,250 for issuance of representative shares, and $799,463 of other offering costs.
Repurchases
None.
ITEM 6. [RESERVED]
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