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Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
−Removed: We are a blank check company incorporated on March 3, 2025 as a Cayman Island exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Quarterly Report as our “initial business combination”.
+Added: We are a blank check company incorporated on March 3, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Quarterly Report as our “initial business combination”.
We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
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(i) the completion of an initial business combination and (ii) the distribution of the Trust Account as described below.
−Removed: Proposed Business Combination
+Added: Termination of Business Combination Agreement
On August 25, 2025, the Company executed a Business Combination Agreement (the “Business Combination Agreement”), with YA S3 Inc., a Florida corporation and an indirect wholly owned subsidiary of the Company (“SPAC Sub”), Foris Holdings KY Limited, a Cayman Islands exempted company known commercially as Crypto.com (“Crypto.com”), Crypto.com Strategy Holdings, a Cayman Islands exempted company (“Crypto.com Sub”), Yorkville Acquisition Sponsor, LLC, a Delaware limited liability company (“Sponsor”), and Trump Media & Technology Group Corp., a Florida corporation (“TMTG” and together with Crypto.com Sub and the Sponsor, the “Sellers”).
−Removed: Pursuant to the terms of the Business Combination Agreement, the Sellers will contribute certain assets to the Company and SPAC Sub (as applicable) in exchange for Transaction Shares, the Forced Exercise Warrants and the Earnout Warrants (as applicable).
−Removed: Pursuant to and concurrently with the Business Combination Closing, Crypto.com entered into the Pre-Closing Crypto.com Contribution Agreement 1 pursuant to which, immediately prior to, but contingent upon, the Business Combination Closing, Crypto.com will contribute (the “Pre-Closing Crypto.com Contribution”) 6,313,000,212 Cronos tokens and all necessary physical devices required to establish and operate a Cronos proof of stake validator node and staking infrastructure (the “Cronos Assets”) to Crypto.com Sub.
−Removed: Pursuant to and concurrently with the execution of the Business Combination Agreement, Crypto.com Sub entered into an Asset Contribution Agreement with the Company (the “Crypto.com Contribution and Sale Agreement” and, together with the Crypto.com Pre-Closing Contribution Agreement 1, the “Crypto.com Contribution Agreements”) pursuant to which, at the Business Combination Closing, (a) Crypto.com Sub will (1) at the Business Combination Closing, sell 90% of the Cronos Assets to SPAC Sub and (2) immediately following the Business Combination Closing, contribute 10% of the Cronos Assets to the Company in consideration of an aggregate 100,000,000 shares of SPAC Class B Common Stock, and a Forced Exercise Warrant, exercisable for 10,000,000 shares of SPAC Class A Common Stock.
−Removed: In connection with the consummation of the Crypto.com Contribution and Sale Agreement, at the Business Combination Closing, Crypto.com will license to the Company, pursuant to a Trademark License Agreement, certain intellectual property and all operational knowhow and proprietary technology required to establish and operate a Cronos proof of stake validator node, and staking infrastructure.
−Removed: Pursuant to and concurrently with the execution and delivery of the Business Combination Agreement, TMTG entered into a trademark license agreement (the “TMTG License Agreement”), with Trump Media Group, LLC, a Florida limited liability company, (“Asset Company”) pursuant to which, immediately prior to, but contingent upon, the Business Combination Closing, TMTG will license the rights to use the “Trump Media Group” brand name and certain other intellectual property rights to the Asset Company (the “Pre-Closing TMTG Contribution” and together with the Pre-Closing Crypto.com Contribution, the “Pre-Closing Contributions”).
−Removed: Pursuant to and concurrently with the execution and delivery of the Business Combination Agreement, TMTG entered into an asset contribution agreement with the Company (the “TMTG Contribution Agreement”) and, together with the Crypto.com Contribution Agreements and the TMTG License Agreement, the “Contribution Agreements”) pursuant to which, at the Business Combination Closing, TMTG will contribute 100% of the issued and outstanding membership interests of the Asset Company to the Company in consideration of 10,000,000 shares of SPAC Class A Common Stock, the Earnout Warrants (as described below) and a Forced Exercise Warrant, exercisable for 10,000,000 shares of SPAC Class A Common Stock.
−Removed: At the Business Combination Closing, subject to the terms and conditions set forth in the Business Combination Agreement and pursuant to the Contribution Agreements, the Sellers will sell to the Company (or SPAC Sub, as applicable), and the Company (or SPAC Sub, as applicable) will purchase from the Sellers, the Cronos Assets and the Asset Company Interests (as applicable) as follows:
−Removed: (a) Crypto.com Sub will (i) sell to SPAC Sub, and SPAC Sub will purchase from Crypto.com Sub, all right, title and interest in and to 90% of the Cronos Assets, free and clear of all liens, in consideration of 90,000,000 shares of SPAC Class B Common Stock, and (ii) contribute to the Company, and the Company shall receive from Crypto.com Sub, all right, title and interest in and to 10% of the Cronos Assets, free and clear of all liens, in consideration of 10,000,000 shares of SPAC Class B Common Stock and a Forced Exercise Warrant, exercisable for 10,000,000 shares of SPAC Class A Common Stock.
−Removed: The consideration will be allocated to SPAC Sub and the Company pursuant to the Crypto.com Contribution and Sale Agreement.
−Removed: (b) TMTG will sell to the Company, and the Company will purchase from TMTG, all right, title and interest in and to the Asset Company Interests, free and clear of all liens, in consideration of 10,000,000 shares of SPAC Class A Common Stock and a Forced Exercise Warrant, exercisable for 10,000,000 shares of SPAC Class A Common Stock.
−Removed: (c) Additionally, in exchange for such Asset Company Interests, the Company will issue three Earnout Warrants to TMTG, each exercisable for a number of shares of SPAC Class A Common Stock equal to 7% of the Company’s outstanding capital stock at the time of the Business Combination Closing, rounded to the nearest whole number.
−Removed: Each Earnout Warrant will be exercisable within 30 days of the occurrence of the applicable triggering event as described in the Earnout Warrants.
−Removed: (d) The Company will issue to the Sponsor a Forced Exercise Warrant exercisable (on or after the Business Combination Closing) for 2,000,000 shares of SPAC Class A Common Stock.
+Added: The Company, SPAC Sub, Crypto.com, Crypto.com SUB, TMTG and the Sponsor are referred to herein as the “Parties.”
+Added: On August 7, 2026, the Parties entered into a Mutual Termination and Release Agreement Termination 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.
+Added: As a result of the mutual termination of the Business Combination Agreement, that agreement became of no further force and effect, except as set forth in the Termination Agreement.
+Added: The mutual termination of the Business Combination Agreement also terminated and made void the transaction agreements that were entered into in connection with the Business Combination Agreement.
Results of Operations
−Removed: As of March 31, 2026, we had not commenced any operations.
−Removed: All activity from inception through March 31, 2026 relates to our formation and our Initial Public Offering, and, since the completion of the Initial Public Offering, our search for a target to consummate an initial business combination.
+Added: As of June 30, 2026, we had not commenced any operations.
+Added: All activity from inception through June 30, 2026 relates to our formation and our Initial Public Offering, and, since the completion of the Initial Public Offering, our search for a target to consummate an initial business combination.
We will not generate any operating revenues until after the completion of an initial business combination, at the earliest.
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We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
−Removed: For the three months ended March 31, 2026, we had net income of $943,355, which consisted of income on investments held in the Trust Account of $1,594,402 and interest income of $1,230, offset by general and administrative expenses of $652,277.
−Removed: For the period from March 3, 2025 (inception) through March 31, 2025, we had net loss of $30,424, which consisted of formation, general and administrative expenses.
+Added: For the three months ended June 30, 2026, we had net income of $1,421,108, which consisted of income on investments held in the Trust Account of $1,601,107 and interest income of $1,087, offset by general and administrative expenses of $181,086.
+Added: For the three months ended June 30, 2025, we had net loss of $61,710, which consisted of formation, general and administrative expenses of $63,574, offset by interest income of $1,864.
+Added: For the six months ended June 30, 2026, we had net income of $2,364,463 which consisted of income on investments held in the Trust Account of $3,195,509 and interest income of $2,317, offset by general and administrative expenses of $833,363.
+Added: For the period from March 3, 2025 (inception) through June 30, 2025, we had net loss of $92,134, which consisted of formation, general and administrative expenses of $93,998, offset by interest income of $1,864.
Liquidity, Capital Resources and Going Concern
−Removed: As of March 31, 2026, we had $60,261 in cash and cash equivalents held outside of the Trust Account and a working capital deficit of $2,258,970 (excluding cash and marketable securities held in the Trust Account and the deferred underwriter fee payable).
+Added: As of June 30, 2026, we had $181,617 in cash and cash equivalents held outside of the Trust Account and a working capital deficit of $2,440,448 (excluding cash and marketable securities held in the Trust Account and the deferred underwriter fee payable).
Until the consummation of the Initial Public Offering, our only source of liquidity was from the $25,000 of proceeds from our Sponsor’s purchase of Class B ordinary shares, par value $0.0001 per share, and a loan of $124,723 from our Sponsor pursuant to a promissory note to cover certain expenses.
Following our Initial Public Offering and the sale of Private Placement Units to the Sponsor, a total of $173,362,500 was placed in the Trust Account.
−Removed: For the three months ended March 31, 2026, net cash used in operating activities was $401,838.
+Added: For the six months ended June 30, 2026, net cash used in operating activities was $530,482.
Net income of $2,364,463 was adjusted by income on investments in Trust Account of $3,195,509, and $291,661 changes in operating assets and liabilities.
Net cash provided by financing activities was $500,000 related to proceeds from Working Capital Note to Sponsor.
−Removed: As of March 31, 2026, we had marketable securities held in the Trust Account of $177,932,677 consisting of securities held in a money market fund that invests in U.S.
+Added: As of June 30, 2026, we had marketable securities held in the Trust Account of $179,553,784 consisting of securities held in a money market fund that invests in U.S.
Treasury securities with a maturity of 185 days or less.
−Removed: We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting fees and income taxes payable), to complete our initial business combination.
+Added: We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting fees and
+Added: income taxes payable), to complete our initial business combination.
To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
−Removed: As of March 31, 2026, we had cash and cash equivalents of $60,261 held outside the Trust Account.
+Added: As of June 30, 2026, we had cash and cash equivalents of $181,617 held outside the Trust Account.
We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.
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Up to $1,500,000 of such Working Capital Notes may be convertible into units of the post-business combination entity at a price of $10.00 per unit, at the option of the lender.
−Removed: As of March 31, 2026, there is $250,000 outstanding under the Working Capital Note.
+Added: As of June 30, 2026, there is $500,000 outstanding under the Working Capital Note.
Off-Balance Sheet Financing Arrangements
−Removed: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026.
+Added: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026.
We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
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Contractual Obligations
−Removed: We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of March 31, 2026.
+Added: We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of June 30, 2026.
The underwriters of the Initial Public Offering are entitled to a deferred underwriting discount of $0.30 per Unit, or $5,175,000.
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On August 25, 2025, the underwriters agreed to reduce the deferred underwriting discount to $0.18 per Unit sold in the Initial Public Offering, or $3,105,000, in connection with the proposed Business Combination contemplated by the Business Combination Agreement.
−Removed: If the Company consummates a Business Combination other than the proposed Business Combination, the deferred underwriting discount will remain $0.30 per Unit, or $5,175,000.
+Added: As a result of the termination of the Business Combination Agreement, the deferred underwriting discount will remain $0.30 per Unit, or $5,175,000.
Critical Accounting Estimates
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The fair value of Public Warrants was determined using Black-Scholes Simulation Model.
−Removed: The Public Warrants have
−Removed: been classified within shareholders’ deficit and will not require remeasurement after issuance.
+Added: The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance.
The key inputs used in the valuation of the Public Warrants are as follows:
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.