425 1 tm2532429-1_425.htm 425

Filed by Yorkville Acquisition Corp.

Pursuant to Rule 425 under the Securities Act of 1933

Commission File No.: 001-42720

Subject Company: Yorkville Acquisition Corp.

Yorkville Acquisition Corp., Trading as $MCGA, Marks Next Step Towards Completing Business Combination

Confidential Registration Statement on Form S-4 Filed with the SEC; Public Filing of Registration Statement to Follow

WEST PALM BEACH, Fla., December 1, 2025 (GLOBE NEWSWIRE) -– Yorkville Acquisition Corp. (Nasdaq: MCGA) (“Yorkville” or the “Company”), announced today the Company has confidentially submitted a draft registration statement of Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”). This filing marks the next necessary step towards its proposed business combination (the “Business Combination”) with affiliates of Trump Media & Technology Group Corp. (Nasdaq, NYSE Texas: DJT) (“Trump Media”) and Crypto.com.

The Business Combination will establish Trump Media Group CRO Strategy, Inc., a digital asset treasury company focused on acquisition of the native cryptocurrency token of the Cronos ecosystem (“CRO”).

The Business Combination was initially announced on August 26, 2025. Subject to the completion of the SEC’s review and the fulfillment of customary closing conditions, including the approval of Yorkville’s shareholders, the company will be renamed to Trump Media Group CRO Strategy, Inc. upon closing and listed on Nasdaq under the ticker symbol “MCGA”.

Advisors

Clear Street is serving as exclusive capital markets advisor to Yorkville Acquisition Corp. DLA Piper LLP (US) is serving as legal counsel to Yorkville Acquisition Corp. and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Crypto.com. Yorkville Securities, LLC has acted as an advisor to Yorkville Acquisition Sponsor LLC, the sponsor to Yorkville Acquisition Corp.

About Trump Media Group CRO Strategy, Inc.

Following the closing of the Business Combination, Trump Media Group CRO Strategy, Inc. will be committed to strategically investing for the future by connecting traditional investment opportunities with digital asset ecosystems. Our mission is to implement a forward-looking digital asset treasury strategy centered on the accumulation and active management of CRO.

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 in 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.

About Trump Media

The mission of Trump Media is to end Big Tech's assault on free speech by opening up the Internet and giving people their voices back. Trump Media operates Truth Social, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations, as well as Truth+, a TV streaming platform focusing on family-friendly live TV channels and on-demand content. Trump Media is also launching Truth.Fi, a financial services and FinTech brand incorporating America First investment vehicles.

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 empowering the next generation of builders, creators, and entrepreneurs to develop a fairer and more equitable digital ecosystem.

Additional Information and Where to Find It

Yorkville Acquisition Corp. intends to publicly file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy statement of Yorkville Acquisition Corp. and a prospectus (the “Proxy Statement/Prospectus”) in connection with the Business Combination. The definitive proxy statement and other relevant documents will be mailed to shareholders of Yorkville Acquisition Corp. as of a record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. Yorkville Acquisition Corp. will also file other documents regarding the Business Combination with the SEC. This communication does not contain all of the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF YORKVILLE ACQUISITION CORP. AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH YORKVILLE ACQUISITION CORP.’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT YORKVILLE ACQUISITION CORP. AND THE BUSINESS COMBINATION. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Yorkville Acquisition Corp., without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Yorkville Acquisition Corp., 1012 Springfield Avenue, Mountainside, New Jersey 07092; e-mail: YORK@mzgroup.us.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Participants in the Solicitation

Yorkville Acquisition Corp. and its respective directors, executive officers, certain of its shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Yorkville Acquisition Corp.’s shareholders in connection with the Business Combination. A list of the names of such persons, and information regarding their interests in the Business Combination and their ownership of Yorkville Acquisition Corp.’s securities are, or will be, contained in Yorkville Acquisition Corp.’s filings with the SEC. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Yorkville Acquisition Corp.’s shareholders in connection with the Business Combination, including the names and interests of Yorkville Acquisition Corp.’s directors and executive officers, will be set forth in the Registration Statement and Proxy Statement/Prospectus, which is expected to be filed by Yorkville Acquisition Corp. with the SEC. Investors and security holders may obtain free copies of these documents as described above.

No Offer or Solicitation

This communication and the information contained herein is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of Yorkville Acquisition Corp., or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Forward-Looking Statements

This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Business Combination involving Yorkville Acquisition Corp., including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Yorkville Acquisition Corp. and the Business Combination and statements regarding the anticipated benefits and timing of the completion of the Business Combination, the assets to be acquired by Yorkville Acquisition Corp., the price and volatility of Cronos, Cronos’ prominence as a digital asset and as the foundation of a new financial system, Yorkville Acquisition Corp.’s listing on any securities exchange, the macro conditions surrounding Cronos, the planned business strategy, plans and use of proceeds, objectives of management for future operations of Yorkville Acquisition Corp. and Trump Media Group CRO Strategy, Inc., the upside potential and opportunity for investors, Yorkville Acquisition Corp.’s and Trump Media Group CRO Strategy, Inc.’s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, technological and market trends, future financial condition and performance and expected financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination and the level of redemptions of Yorkville Acquisition Corp.’s public shareholders, and Yorkville Acquisition Corp.’s and Trump Media Group CRO Strategy, Inc.’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, but not limited to: the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Yorkville Acquisition Corp.’s securities; the risk that the Business Combination may not be completed by Yorkville Acquisition Corp.’s Business Combination deadline; the failure by the parties to satisfy the conditions to the consummation of the Business Combination, including the approval of Yorkville Acquisition Corp.’s shareholders; failure to realize the anticipated benefits of the Business Combination; the level of redemptions of Yorkville Acquisition Corp.’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A ordinary shares of Yorkville Acquisition Corp. or the shares of Class A common stock of Yorkville Acquisition Corp.; the lack of a third-party fairness opinion in determining whether or not to pursue the Business Combination; the failure of Trump Media Group CRO Strategy, Inc. to obtain or maintain the listing of its securities on any securities exchange after closing of the Business Combination; costs related to the Business Combination and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to Trump Media Group CRO Strategy, Inc.’s anticipated operations and business, including the highly volatile nature of the price of CRO; the risk that Trump Media Group CRO Strategy, Inc.’s stock price will be highly correlated to the price of CRO and the price of CRO may decrease between the signing of the definitive documents for the Business Combination and the closing of the Business Combination or at any time after the closing of the Business Combination; risks related to increased competition in the industries in which Trump Media Group CRO Strategy, Inc. will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding CRO; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks that after consummation of the Business Combination, Trump Media Group CRO Strategy, Inc. experiences difficulties managing its growth and expanding operations; the risks that growing Trump Media Group CRO Strategy, Inc.’s validator operations could be difficult; challenges in implementing our business plan including operating a Cronos validator, due to operational challenges, significant competition and regulation; being considered to be a “shell company” by any stock exchange on which Yorkville Acquisition Corp.’s Class A common stock will be listed or by the SEC, which may impact our ability to list Yorkville Acquisition Corp.’s Class A common stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; the outcome of any potential legal proceedings that may be instituted against Yorkville Acquisition Corp. or others following announcement of the Business Combination, and those risk factors discussed in documents that Yorkville Acquisition Corp filed, or that will be filed, with the SEC.

The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus of Yorkville Acquisition Corp. dated as of June 26, 2025 and filed by Yorkville Acquisition Corp. with the SEC on June 30, 2025, Yorkville Acquisition Corp.’s Quarterly Reports on Form 10-Q, the Registration Statement that will be filed by Yorkville Acquisition Corp. and the Proxy Statement/Prospectus contained therein, and other documents filed by Yorkville Acquisition Corp. from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that Yorkville Acquisition Corp. presently knows or that Yorkville Acquisition Corp. currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Yorkville Acquisition Corp. assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Yorkville Acquisition Corp. gives no assurance that Yorkville Acquisition Corp. will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by Yorkville Acquisition Corp. or any other person that the events or circumstances described in such statement are material.

Media Contacts

Trump Media Group CRO Strategy

212@MCGA.com

Yorkville Acquisition Corp.

YORK@mzgroup.us

Trump Media & Technology Group

press@tmtgcorp.com

Crypto.com

press@crypto.com

Yorkville Acquisition Corp. “MCGA” Announces CEO and CFO Appointments for

Trump Media Group CRO Strategy

Steve Gutterman to Serve as CEO; Sim Salzman to serve as CFO

WEST PALM BEACH, Fla., December 1, 2025 (GLOBE NEWSWIRE) – Yorkville Acquisition Corp. (Nasdaq: MCGA), a special purpose acquisition company (the “SPAC”) sponsored by Yorkville Acquisition Sponsor LLC, announced today the appointments of public company veterans, Steve Gutterman as CEO and Sim Salzman as CFO in connection with the closing of the proposed business combination (the “Business Combination”). The Business Combination will result in the founding partners of Trump Media Group CRO Strategy, Inc., which include Trump Media & Technology Group (Nasdaq: DJT) and Crypto.com, contributing assets to establish a digital asset treasury company focused on acquisition of the native cryptocurrency token of the Cronos ecosystem (“CRO”).

“CRO is a high-performance token, and Trump Media Group CRO Strategy, which will aggregate CRO, is poised to unlock significant value for shareholders,” said Kevin McGurn, CEO of Yorkville Acquisition Corp. “To capitalize on this opportunity, we need strong strategic partners in the industry and an experienced management team. We already had the partners; now we’ve added the team.”

“Steve and Sim are proven leaders with deep crypto and capital markets expertise to lead such a historic project,” said Kris Marszalek, Co-Founder and CEO of Crypto.com. “This is the next significant milestone for Trump Media Group CRO Strategy and CRO, and this is still just the beginning of the journey.”

“Such an ambitious project requires effective and experienced leadership in both digital assets and capital markets,” said Devin Nunes, CEO and President of Trump Media. “Steve and Sim have a strong track record in both areas, and we are excited to bring them on.”

Mr. Gutterman brings decades of experience successfully leading high growth businesses, from start-ups to multi-billion-dollar businesses. He has led businesses in public listings, several turnarounds, and over 40 acquisitions and dispositions, as well as having led capital raises in the aggregate of over $2 billion. Mr. Gutterman most recently headed Gryphon Digital Mining (Nasdaq: GRYP), where he served as CEO to lead the bitcoin mining company’s turnaround and secured its sale to American Bitcoin (Nasdaq: ABTC). Having served as CEO or President for companies across various industries, Mr. Gutterman was also previously Executive Vice President of E*TRADE Financial Corporation and Chief Operating Officer of E*TRADE Bank.

“This is a defining moment for cryptocurrencies and for digital asset treasuries,” said Mr. Gutterman. “MCGA is uniquely positioned to scale and create shareholder value. No one else has the partners or the positioning that we do. Sim and I could not be more excited to lead MCGA and to work with the teams at Yorkville, Crypto.com and Trump Media to Make CRO Great Again.”

Mr. Salzman is a 20-year finance and accounting veteran with deep experience leading high-stakes transactions, SEC reporting, and digital-asset strategy across multiple public, high-growth companies. As CFO of various firms, he has overseen complex capital-markets execution and large-scale M&A processes. Mr. Salzman most recently served as CFO of Gryphon Digital Mining. Working alongside Mr. Gutterman, he led the company through its merger with American Bitcoin and supported its turnaround by restructuring its balance sheet and regaining Nasdaq compliance. Mr. Salzman has also served as CFO for digital asset technology and cryptocurrency mining company Marathon Digital Holdings, Inc. (Nasdaq: MARA), Las Vegas Monorail Company, and Corner Bar Management.

“It is an honor to accept this role with Trump Media Group CRO Strategy,” said Salzman. “Steve and I are focused on delivering value to shareholders and on maintaining the highest standards of transparency and compliance as we grow.”

Alongside this news, Yorkville Acquisition Corp. has published a business overview presentation of the proposed Business Combination, providing key facts, educational information, and supplemental information. The presentation is available here: https://mcga.com/documents/overview.pdf

Mssrs. Gutterman and Salzman will begin to transition into their roles at the closing of the Business Combination, which is expected to occur in the first quarter of 2026.

Advisors

About Trump Media Group CRO Strategy

Trump Media Group CRO Strategy is committed to strategically investing for the future by connecting traditional investment opportunities with digital asset ecosystems. Our mission is to implement a forward-looking digital asset treasury strategy centered on the accumulation and active management of CRO.

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.

About Trump Media

About Crypto.com

Additional Information and Where to Find It

Participants in the Solicitation

No Offer or Solicitation

Forward-Looking Statements

This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Business Combination involving Yorkville Acquisition Corp., including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Yorkville Acquisition Corp. and the Business Combination and statements regarding the anticipated benefits and timing of the completion of the Business Combination, the assets to be acquired by Yorkville Acquisition Corp., the price and volatility of Cronos, Cronos’ prominence as a digital asset and as the foundation of a new financial system, Yorkville Acquisition Corp.’s listing on any securities exchange, the macro conditions surrounding Cronos, the planned business strategy, plans and use of proceeds, objectives of management for future operations of Yorkville Acquisition Corp. and Trump Media Group CRO Strategy, Inc., the upside potential and opportunity for investors, Yorkville Acquisition Corp.’s and Trump Media Group CRO Strategy, Inc.’s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, technological and market trends, future financial condition and performance and expected financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination and the level of redemptions of Yorkville Acquisition Corp.’s public shareholders, and Yorkville Acquisition Corp.’s and Trump Media Group CRO Strategy, Inc.’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, but not limited to: the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Yorkville Acquisition Corp.’s securities; the risk that the Business Combination may not be completed by Yorkville Acquisition Corp.’s business combination deadline; the failure by the parties to satisfy the conditions to the consummation of the Business Combination, including the approval of Yorkville Acquisition Corp.’s shareholders; failure to realize the anticipated benefits of the Business Combination; the level of redemptions of Yorkville Acquisition Corp.’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A ordinary shares of Yorkville Acquisition Corp. or the shares of Class A common stock of Yorkville Acquisition Corp.; the lack of a third-party fairness opinion in determining whether or not to pursue the Business Combination; the failure of Trump Media Group CRO Strategy, Inc. to obtain or maintain the listing of its securities on any securities exchange after closing of the Business Combination; costs related to the Business Combination and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to Trump Media Group CRO Strategy, Inc.’s anticipated operations and business, including the highly volatile nature of the price of CRO; the risk that Trump Media Group CRO Strategy, Inc.’s stock price will be highly correlated to the price of CRO and the price of CRO may decrease between the signing of the definitive documents for the Business Combination and the closing of the Business Combination or at any time after the closing of the Business Combination; risks related to increased competition in the industries in which Trump Media Group CRO Strategy, Inc. will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding CRO; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks that after consummation of the Business Combination, Trump Media Group CRO Strategy, Inc. experiences difficulties managing its growth and expanding operations; the risks that growing Trump Media Group CRO Strategy, Inc.’s validator operations could be difficult; challenges in implementing our business plan including operating a Cronos validator, due to operational challenges, significant competition and regulation; being considered to be a “shell company” by any stock exchange on which Yorkville Acquisition Corp.’s Class A common stock will be listed or by the SEC, which may impact our ability to list Yorkville Acquisition Corp.’s Class A common stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; the outcome of any potential legal proceedings that may be instituted against Yorkville Acquisition Corp. or others following announcement of the Business Combination, and those risk factors discussed in documents that Yorkville Acquisition Corp filed, or that will be filed, with the SEC.

Media Contacts

Trump Media Group CRO Strategy

212@MCGA.com

Yorkville Acquisition Corp.

YORK@mzgroup.us

Trump Media & Technology Group

press@tmtgcorp.com

Crypto.com

press@crypto.com

Building America ʼ s C r onos T r easu ry W orld Class Asset. W orld Class T eam. Unique I nv estment Oppo r tunity

Additional Information and Where to Find It Y orkville Acquisition Corp. intends to publicly file with the Securities and Exchange Commission (the “SEC”) a Registration Statement o n F orm S - 4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy statement of Y orkville Acquisition Corp. and a prospectus (the “Proxy Statement/Prospectus”) in connection with the Business Combination. The definitive proxy statement and other relevant documents will be mailed to shareholders of Y orkville Acquisition Corp. as of a record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. Y orkville Acquisition Corp. will also file other documents regarding the Business Combination with the SEC. This communication does not contain all of the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Bu siness Combination. BEFORE MAKING AN Y VOTING OR INVESTMEN T DECISION, SHAREHOLDERS OF YORKVILLE ACQUISITION COR P . AND OTHER INTERESTED P A R TIES ARE URGED T O READ, WHEN AV AILABLE, THE PRELIMINA RY PROX Y S TA TEMENT/PROSPECTUS, AND AMENDMENTS THERE T O, AND THE DEFINITIVE PROX Y S TA TEMENT/PROSPECTUS AND AL L OTHER RELE V AN T DOCUMENTS FILED OR TH A T WIL L BE FILED WITH THE SEC IN CONNECTION WITH YORKVILLE ACQUISITION COR P .’S SOLICI TA TION OF PROXIES FOR THE EXTRAORDINA RY GENERA L MEETING OF ITS SHAREHOLDERS T O BE HELD T O APPROVE THE BUSINESS COMBIN A TION AND OTHER M A TTERS AS DESCRIBED IN THE PROX Y S TA TEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WIL L CON T AIN IMPO R T AN T INFORM A TION ABOU T YORKVILLE ACQUISITION COR P . AND THE BUSINESS COMBIN A TION. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement / Prospectus and all other documents filed or that will be filed with the SEC by Y orkville Acquisition Corp., without charge, once available, on the SEC ’ s website at ww w .sec.gov or by directing a request to: Y orkville Acquisition Corp., 1012 Springfield A venue, Mountainside, New Jersey 07092; e - mail: YORK@mzgroup.us . NEITHER THE SEC NOR AN Y S TA TE SECURITIES REGUL A T O RY AGENC Y HAS APPROVED OR DISAPPROVED THE BUSINESS COMBIN A TION DESCRIBED HEREIN, P ASSED UPON THE MERITS OR F AIRNESS OF THE BUSINESS COMBIN A TION OR AN Y REL A TED TRANSACTIONS OR P ASSED UPON THE ADEQUAC Y OR ACCURAC Y OF THE DISCLOSURE IN THIS COMMUNIC A TION. AN Y REPRESEN TA TION T O THE CONTRA RY CONSTITUTES A CRIMINA L OFFENSE. Participants in the Solicitation Y orkville Acquisition Corp. and its respective directors, executive o f ficers, certain of its shareholders and other members of management and employees may be deemed under SEC rules to be partici pan ts in the solicitation of proxies from Y orkville Acquisition Corp. ’ s shareholders in connection with the Business Combination. A list of the names of such persons, and information regarding their interests in the Business Combination and their ownership of Y orkville Acquisition Corp. ’ s securities are, or will be, contained in Y orkville Acquisition Corp. ’ s filings with the SEC. Additional information regarding the interests of the persons who ma y , under SEC rules, be deemed participants in the solicitation of proxies of Y orkville Acquisition Corp. ’ s shareholders in connection with the Business Combination, including the names and interests of Y orkville Acquisition Corp. ’ s directors and executive o f ficers, will be set forth in the Registration Statement and Proxy Statement/Prospectus, which is expected to be filed by Y orkville Acquisition Corp. with the SEC. Investors and security holders may obtain free copies of these documents as described above. No O f fer or Solicitation This communication and the information contained herein is for informational purposes only and is not a proxy statement or so lic itation of a prox y , consent or authorization with respect to any securities or in respect of the Business Combination and shall not constitute an o f fer to sell or exchange, or a solicitation of an o f fer to buy or exchange the securities of Y orkville Acquisition Corp., or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such o f fe r , solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No o f fer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act. 2 Disclaimers

3 Forward - Looking Statements This communication contains certain forward - looking statements within the meaning of the U.S. federal securities laws with respe ct to the Business Combination involving Y orkville Acquisition Corp., including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Y orkville Acquisition Corp. and the Business Combination and statements regarding the anticipated benefits and timing of the completion of the Business Combination, the assets to be acquired by Y orkville Acquisition Corp., the price and volatility of Cronos, Cronos ’ prominence as a digital asset and as the foundation of a new financial system, Y orkville Acquisition Corp. ’ s listing on any securities exchange, the macro conditions surrounding Cronos, the planned business strateg y , plans and use of proceeds, objectives of management for future operations of Y orkville Acquisition Corp. and T rump Media Group CRO Strateg y , Inc., the upside potential and opportunity for investors, Y orkville Acquisition Corp. ’ s and T rump Media Group CRO Strateg y , Inc. ’ s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, technological and marke t t rends, future financial condition and performance and expected financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination and the level of redemptions of Y orkville Acquisition Corp. ’ s public shareholders, and Y orkville Acquisition Corp. ’ s and T rump Media Group CRO Strateg y , Inc. ’ s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or t hat do not solely relate to historical or current facts. These forward - looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “inte nd,” “strateg y ,” “future,” “opportunit y ,” “potential,” “plan,” “ma y ,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward - looking statements are predictions, projections and othe r statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to di f fer materially from the forward - looking statements in this communication, including, but not limited to: the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely a f fect the price of Y orkville Acquisition Corp. ’ s securities; the risk that the Business Combination may not be completed by Y orkville Acquisition Corp. ’ s business combination deadline; the failure by the parties to satisfy the conditions to the consummation of the Business Com bin ation, including the approval of Y orkville Acquisition Corp. ’ s shareholders; failure to realize the anticipated benefits of the Business Combination; the level of redemptions of Y orkville Acquisition Corp. ’ s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A ordinary shares of Y orkville Acquisition Corp. or the shares of Class A common stock of Y orkville Acquisition Corp.; the lack of a third - party fairness opinion in determining whether or not to pursue the Business Combination; the failure of T rump Media Group CRO Strateg y , Inc. to obtain or maintain the listing of its securities on any securities exchange after closing of the Business Combination; costs related to the Business Combination and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to T rump Media Group CRO Strateg y , Inc. ’ s anticipated operations and business, including the highly volatile nature of the price of CRO; the risk that T rump Media Group CRO Strateg y , Inc. ’ s stock price will be highly correlated to the price of CRO and the price of CRO may decrease between the signing of the defi nit ive documents for the Business Combination and the closing of the Business Combination or at any time after the closing of the Business Combination; risks related to increased competition in the industries in which T rump Media Group CRO Strateg y , Inc. will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding CRO; risks relating to the treatment of crypto ass ets for U.S. and foreign tax purposes; risks that after consummation of the Business Combination, T rump Media Group CRO Strateg y , Inc. experiences di f ficulties managing its growth and expanding operations; the risks that growing T rump Media Group CRO Strateg y , Inc. ’ s validator operations could be di f ficult; challenges in implementing our business plan including operating a Cronos validato r , due to operational challenges, significant competition and regulation; being considered to be a “shell company” by any stock exchange on which Y orkville Acquisition Corp. ’ s Class A common stock will be listed or by the SEC, which may impact our ability to list Y orkville Acquisition Corp. ’ s Class A common stock and restrict reliance on certain rules or forms in connection with the o f fering, sale or resale of securities; the outcome of any potential legal proceedings that may be instituted against Y orkville Acquisition Corp. or others following announcement of the Business Combination, and those risk factors discussed in documents that Y orkville Acquisition Corp filed, or that will be filed, with the SEC. The foregoing list of risk factors is not exhaustive. Y ou should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus of Y orkville Acquisition Corp. dated as of June 26, 2025 and filed by Y orkville Acquisition Corp. with the SEC on June 30, 2025, Y orkville Acquisition Corp. ’ s Quarterly Reports on Form 10 - Q, the Registration Statement that will be filed by Y orkville Acquisition Corp. and the Proxy Statement/Prospectus contained therein, and other documents filed by Y orkville Acquisition Corp. from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to di f fer materially from those contained in the forward - looking statements. There may be additional risks that Y orkville Acquisition Corp. presently knows or that Y orkville Acquisition Corp. currently believes are immaterial that could also cause actual results to di f fer from those contained in the forward - looking statements. Forward - looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward - looking statements, and Y orkville Acquisition Corp. assumes no obligation and does not intend to update or revise these forward - looking statements, whether as a result of new information, future events, or otherwise. Y orkville Acquisition Corp. gives no assurance that Y orkville Acquisition Corp. will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by Y orkville Acquisition Corp. or any other person that the events or circumstances described in such statement are material. Disclaimers

I. Who W e A re II. What A r e D A T s and W h y CRO III. W h y I nv est in MC GA I V . Supplemental In f ormation 4

Who W e A r e 5

T rump Media G r oup CRO St r a t egy (“MC G A ”): A CRO - f ocuse d D A T (Digital Asset T r easu r y) wi t h unparalleled f ounding pa r tners MC G A will be: A Nasdaq - lis t ed compa n y f ocused on accumulation and acti v e managemen t of CRO (nati v e t o k en of C r onos) A p ow e r ful pa r tnership bet w een indust r y leaders 6

7 Ecosys t em Expe r tise: Deep, domain - specific kn o wledge in C r onos net w ork a r chi t ectu r e, v alida t or economics and staking operations Institutional Security : Indust r y - leading app r oach t o securit y , compliance, and risk management Cus t odial Capability: P r o vides cus t odial se r vices t h r ough C r yp t o.com Cus t ody Ope r ating Expe r tise: Brings public compa n y operating e xperience Audience R each: P r o vides significant audience r each t h r ough T ru t h Social and T ru t h+ St r a t egic Alignment: Long - t erm alignment wi t h MC G A ʼ s mission t h r ough i t s pa r ticipation in t he C r onos ecosys t em Capital Backs t op: P r o vides a backs t op and a commit t ed equity line of c r edit Financing Capacity : Of f ers e xpe r tise in capital raising and t he financial se r vices indust ry P rov en R esul t s: Structu r ed transactions t otalling ~$ 7 . 5 billion wi t h > 7 50 companies in 22 countries  Nasdaq, NYSE T e xas: DJT  ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓

Our Unique and Compelling P osition A t closing of t he business combination , MC G A is e xpec t ed t o be: The firs t publicly traded CRO t r easu r y compa ny 8 1 The la r ges t digital asset t r easu r y r elati v e t o t o k en mar k et ca p ev er 2 f ormed, wi t h app r o xima t ely $6 billio n po t ential funding package P ositioned t o genera t e durable sha r eholder v alu e b y pairing a substantial 3 t o k en holding wi t h r ecurring v alida t or r e wa r d s

What A r e D A T s and W h y CRO 9

A D A T is a publicly traded entity wi t h a co r e stra t egy of accumulation of digital asse t s, of f ering i nv es t ors unique digital asset e xposu r e t h r ough t he public equity mar k et. 10 F eatu r e T r aditional Corpo r a t e T r easu r y Digital A sset T r easu r y ( D A T) Unde r l ying Asse t s Cash, T r easu r y Bills, L o w - Yield Bonds Digital Asse t s ( e.g., Bi t coin, CRO) Stra t egy F ocus Capital p r ese r v ation, liquidit y, minimum risk Capital g r o w t h, inflation hedge, plus acti v e yield generation in some cases R etu r n Mechanism Fi x ed in t e r est income (l o w r eturns) Asset app r eciation, plus p r o t ocol r e wa r ds (staking and v alida t or f ees) in some cases D A T s syn t hesi z e t he upsid e of holding c r yp t o and t he liquidit y of publicly traded equit y.

C r onos is a leading multi - l ay er bloc k chain wi t h st r ong f oundation f or t he digital econo m y : Institutional - grade multi - l ay er bloc k chain bat t le - t es t ed wi t h z e r o d o wntime ov er 4 y ears E t he r eum in t e r operabilit y f or frictionless d ev eloper adoption and p r ov en security A matu r e DeFi ecosys t em enginee r ed a r ound AI agen t - nati v e primiti v es ✓ ✓ ✓ CR O is a t op - tier multi - billion dollar digital asset: ● Nati v e t o k en of C r ono s , p ow ering t he ecosys t em ● Mar k et cap of ~$4 billion 1 ● Consis t en t ly ran k ed among t he t op 20 c r yp t o p r ojec t s globall y , signifying high liquidity and established mar k et p r esence 2 11 1 as of N ov ember 2025 2 CoinMa r k etCap 20 Ind ex

CRO is uniquely positioned t o c r ea t e sho r t and long t erm v alue 12 CRO B T C ETH Utility T o k ens Stablecoins Meme T o k ens Commonly accep t ed as a cur r en cy Y Y Y Sometimes Y N Sta k eability Y N Y Y N Sometimes Consumer Benefi t s / Utility Y N N Y N Sometimes On - Chain G ov ernance Y N N Y N Sometimes Suppo r t ed b y Iconic Brands Y N N N N N

T omor r ow 13 T od ay CRO will combine consumer benefi t s and l o y alty r e wa r d s ac r oss t w o leading plat f orms Utility on C r yp t o.com ● Ze r o f ees on trading ● Yield on cash ● R e wa r ds on c r edit ca r d pu r chases ● Bonuses on cash and s t ock deposi ts Utility on C r yp t o.com ● T o k enization ● Discoun t s on p r ediction o r ders ● DeFi in t egration Utility on T rump Media ● Subscription discoun ts ● Con t ent discoun ts ● C r yp t o R e wa r ds

14 CRO all o ws stakin g , which enables holders t o delega t e t heir holdings t o genera t e yield 1 Staking r e wa r ds r eturned t o delega t or as of N ov ember 2025 Staking R e wa r ds APY 1 ~6%

W h y I n v est in MC G A 15

I nv estment in MC G A combines l ev e r age e xposu r e t o CRO wi t h t he fl e xibility of equity I nv estment in MC GA ● Long - t erm asset app r eciation, PLUS ● Yield generation via staking, PLUS ● Ou t si z ed r eturns c r ea t ed t h r ough additional r ev enue st r eams and disciplined l ev erage I nv estment in CRO ● Long - t erm asset app r eciation, PLUS ● Yield generation via staking I nv estment in c r yp t o ( e.g. B T C) ● Long - t erm asset app r eciation 16

17 MC G A co r e stra t egy: combine g r eat pa r tners, build a headsta r t, agg r ega t e and manage CR O , g r o w r ev enue G r eat P a r tners Only MC G A combines t he operational, financial and communications e xpe r tise of C r yp t o.com, T rump Media and Y orkville. Capital Headsta rt A t Closing, MC G A will h a v e ~$6 billion of po t ential funding. Disciplined CRO A ccumulation MC G A seeks t o become t he la r gest public holder of CRO t h r ough o r ganic g r o w t h and agg r essi v e y et disciplined application of l e v erage. 01 02 03 04 Multiple R ev enue St r eams As a major CRO v alida t o r , MC G A will genera t e r ev enue f r om di r ect staking r e wa r ds and commission f ees f r om t hi r d - pa r ty delegations t o our v alida t or node.

A po t ential ~$6 billio n package is e xpec t ed t o fund t he n e w digital asset t r easu r y: ~$ 7 00 millio n in CRO ( 6 , 31 3 , 00 0 ,212 CRO) 18 1 2 $100 - 200 millio n in cas h 1 3 $220 millio n cash in manda t o r y ex e r cise warran ts 4 $5 billio n equity line of c r edit f r om Y A II PN, L t d., an affilia t e of Y orkville 1 Subject t o actual r edemptions and satis f action of closing conditions

19 MC G A seeks t o c r ea t e long - t erm v alue b y allocating substantially all of i t s cash r ese r v es t o acquiring CR O under i t s v alida t or stra t egy: V alida t or St r a t egy Enable di r ect pa r ticipatio n in t he net w ork ʼ s security and g ov ernance 03 Genera t e nati v e staking r e wa r d s t hat can be r ei nv es t ed t o inc r ease CP S 1 and accelera t e GP S 2 04 Delega t e CR O under management t o t he v alida t or 02 Establish and opera te a v alida t or node 01 1 CPS (CRO per Share): the total quantity of CRO held per fully diluted share 2 GPS (CRO Generation per Share): the incremental CRO generated per fully diluted share, e.g. from staking rewards and validato r operations

20 MC G A ʼ s v alida t or operations will be managed b y a c r yp t o - nati v e t ea m wi t h a deep understanding of t he C r onos ecosys t em, aiming t o maximi z e staking r e wa r d s and attract additional delegation of CRO f r om t hi r d - pa r ty CRO holder s . Staking & Selection V alida t ors risk or “sta k e” CRO t o compe t e t o be randomly selec t ed t o v alida t e transactions and a r e r e wa r ded CRO in p r opo r tion t o t he amount of CRO sta k ed. Earning R e wa r ds V alida t ors t hat suppo r t t he C r onos net w ork r ecei v e CRO as transaction f ees and as block r e wa r ds as pa r t of t he net w ork ʼ s p r oo f - o f - sta k e g ov ernance. R e wa r d Distribution These r e wa r ds a r e t hen distribu t ed t o delega t ors af t er v alida t or opera t ors ta k e a v alida t or commission. 1 2 3 Staking - R e wa r d Distribution P r ocess:

Our F ounding Pa r tners a r e commit t ed t o a structu r ed holding period of 4 y ear s , ensuring long - t erm commitmen t and mar k et stability: 21 Wind o w Duration K e y R estriction Maximum Sale Limit Initial Loc k - up First 12 Mon t hs ( P os t - Closing) NO SELLING 0% Wind o w 1 F oll o wing 6 Mon t hs Limi t ed Selling Up t o 10% of F ounding Sha r eholdings Wind o w 2 F oll o wing 6 Mon t hs Limi t ed Selling Up t o 15% of F ounding Sha r eholdings Wind o w 3 F oll o wing 12 Mon t hs Limi t ed Selling Up t o 25% of F ounding Sha r eholdings; Max 10% per pa r ty per 3 - mon t h period Wind o w 4 F oll o wing 12 Mon t hs Limi t ed Selling Up t o 25% of F ounding Sha r eholdings; Max 10% per pa r ty per 3 - mon t h period

22 Our Leadership T eam has p r ov en e xpe r tise ac r oss C r yp t o, Capital Mar k e t s, Public Se r vic e and R egula t ed Industrie s : S t ev e Gut t erman CEO Simeon Salzman CFO D e vin Nunes Di r ec t or Matt D a vid Di r ec t or Nick Lundg r en Di r ec t or Omar Hasan Di r ec t or Eric Anziani Chairman & Di r ec t or

Supplemental In f ormation 23

24 C r onos Net w ork C r onos POS Chain : The "L ay er Ze r o" chain of t he net w ork t hat guaran t ees t he security and in t e r operability of t he C r onos ecosys t em C r onos EVM: The "L ay er One" chain of t he net w ork running parallel t o C r onos POS Chain, p ow ering dApps and DeFi activity wi t hin t he C r onos ecosys t em CRO The nati v e t o k en of t he C r onos Net w ork ● Fi x ed Supply : Maximum 100 billion t o k ens (a design in t ended t o be deflationa r y) ● Co r e Utilities: ○ T ransaction F ees ("Gas") : F or p a ying transactions ac r oss all C r onos chains (POS, EVM, zkEVM) ○ Net w ork Security (Staking) : CRO can be "sta k ed" t o secu r e t he f oundational C r onos POS Chain via i t s P r oo f - o f - Sta k e consensus ○ G ov ernance: CRO holders can v o t e on critical p r o t ocol upgrades and net w ork decisions, giving t hem a di r ect s a y in t he ecosys t em's futu r e.

CRO: t he f oundation of t he N e w American Digital Econo my and g r o wing Nati v e CRO Generation AI Agen ts T o k enization Banking T omor r ow CeFi and Institutional Adoption DeFi and dApps L ay er Ze ro 150M+ T ransactions 10M+ T xn/d a ybandwid th $6B+ Asse t s secu r ed 500+ Ecosys t em dApps 25

26 This sh o ws t he contribution of staking r e wa r ds and v alida t or operations t o CRO compounding. The co r e f ocus of capital allocation is designed f or maximum pe r - sha r e CRO acc r etion. It r eflec t s community trust in our v alida t or operations and enhanced ability t o genera t e v alida t or f ees. W e adopt t he f oll o wing CRO - centric KPIs t o track our pe r - sha r e CRO accumulatio n and e v alua t e our v alida t or operation s . CPS GPS E DV CRO per Sha r e CRO Generation per Sha r e Ex t ernal Delegation t o V alida t or = t he t otal quantity of CRO held per fully dilu t ed sha re = t he inc r emental CRO genera t ed per fully dilu t ed sha re = t he t otal CRO delega t ed b y t hi r d - pa r ty holders (i.e., ex cluding MC G A - o wned CRO) t o MC G A ʼ s v alida t or

SEC Form 425 filed by Yorkville Acquisition Corp.