Yorkville Acquisition Corp. (MCGA) is a Cayman Islands blank check SPAC incorporated March 3, 2025, with no operating business. Under the liquidation lens, the balance sheet is structurally bifurcated: the dominant asset is $177.9M held in a grantor trust account (money market funds backed by U.S. Treasuries, Level 1 fair value), which is legally restricted and contractually earmarked for redemption of 17.25 million Class A public shares at approximately $10.31/share ($177.9M / 17.25M shares). That trust balance is not freely available to general creditors or to equity holders outside the redemption mechanism — it is effectively a liability match for the Class A temporary equity obligation of $177.9M as of March 31, 2026. Outside the trust, tangible unencumbered assets consist solely of $60,261 in cash. Against this, identified liabilities outside the trust include: accrued operating payables (working capital deficit of $2.26M per MD&A, excluding trust and deferred underwriter fee), a $250,000 convertible unsecured promissory note (Working Capital Note) drawn February 19, 2026 from the Sponsor, and a deferred underwriting fee of $5.175M (reducible to $3.105M if the specific Crypto.com/TMTG Business Combination closes). The deferred underwriting fee, while contingent on Business Combination consummation, is an off-trust liability that would be paid from trust proceeds at closing; in a liquidation scenario without a Business Combination, it does not become payable. However, the sponsor's $250K Working Capital Note is payable at winding up, and accrued payables must be settled. Net recovery to non-redeemable equity (Class A non-redeemable: 581,250 shares, Class B: 5.75M shares; combined ~6.33M shares) from assets outside the trust after settling outside-trust obligations is deeply negative: $60,261 cash minus $250,000 Working Capital Note minus approximately $2.3M working capital deficit (comprising accrued liabilities, due to related party of $15K, and other payables) yields a deficit of roughly $(2.5M) available to non-redeemable equity, consistent with the MFFAIS CLV/LLV/OLV figure of $(1.63M) (difference likely reflects exact payables composition). The going concern disclosure is explicit — the Company lacks funds to sustain operations for one year from issuance. Since the prior filing (10-K, December 31, 2025), the material change is the draw of $250,000 on the new Working Capital Note (February 19, 2026), partially offsetting operating cash burn; outside-trust cash declined from $212,099 to $60,261 over the quarter despite the $250K draw, implying $401,838 in net operating cash outflow. The Business Combination Agreement (August 25, 2025, with Crypto.com and TMTG involving Cronos token assets and Trump Media Group brand licensing) remains pending; its closing is the only path to deploying trust assets. If the Business Combination does not close within the 24-month Completion Window (by June 30, 2027), the trust redeems at par to public shareholders, and non-redeemable equity receives nothing from the trust. The deferred underwriter fee ($5.175M or $3.105M) is disclosed in MD&A as a contractual obligation but is not separately tagged in XBRL by this filer. The working capital deficit figure ($2,258,970) is disclosed in narrative only (mcga:WorkingCapital custom tag) and does not appear in TAG_CONTEXT.
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