Yorkville Acquisition (YORKU/MCGAU) — SPAC — Upside TBD

Current Price: $11.00

Target Price: TBD

Upside: potential multibagger

Expected Timeline: 1–2 years

Important note: Yorkville has rebranded its SPAC tickers from YORK/YORKU/YORKW to MCGA/MCGAU/MCGAW. The original write-up below remains unchanged.

Here is another addition to the basket of SPACs that appear closely tied to the current administration. The bubble is re-inflating, reminiscent of the roaring SPAC boom of 2020–2021. Vehicles with politically connected sponsors are well-positioned to capitalize on the administration’s enthusiasm for monetizing Trump’s second term. I’ve already covered several setups that fit this theme, including RTAC and three Lutnick SPACs—and here’s another that checks all the boxes.

Units of Yorkville Acquisition (YORKU) began trading just last Friday and are currently priced at $11. Each unit includes common stock backed by a $10/share trust value, plus one-third of a warrant.

The sponsor is Yorkville Advisors, which previously was just a tiny investment manager in New Jersey focused on micro caps. Recently, though, it has become one of the Trump family’s go-to financial advisors:

  • In 2024, Yorkville became an underwriter to Trump Media’s $2.5bn standby equity program (it’s similar to an at-the-market issuance). It helped DWAC raise $450m, which now makes up a big chunk of its cash balance.
  • This year, Yorkville was tapped to advise Trump’s new financial services venture called Truth.Fi, which aims to launch crypto and ‘American-made asset’ ETFs.
  • Three months ago, it also became the underwriter for Newsmax’s $1.2bn standby equity program. Newsmax is a Trump-endorsed news channel, which soared 2,200% after its IPO a couple of months ago.

It’s not clear how this tiny firm suddenly landed all these high-profile deals. Yorkville’s founders launched the company in the early 2000s. I haven’t been able to find anything notable in their backgrounds that would explain sudden rise to prominence. Nonetheless, the firm now seems to be tied to Trump-world.

But that’s not all. YORKU’s management includes several individuals tied to Trump Media:

  • Devin Nunes (director) – chairman/CEO of Trump Media, and chairman of RTAC. He served in congress for two decades, chaired the House Intelligence Committee, and now sits on Trump’s Intelligence Advisory Board. He’s arguably one of Trump’s closest allies.
  • Scott Glabe (director) – general counsel of Trump Media. He was a senior policymaker at the Department of Homeland Security and served as a White House lawyer during Trump’s first term.
  • Kevin McGurn (CEO) – according to the prospectus, Kevin is an advisor to Trump Media.

With that lineup, you might as well call YORKU the SPAC arm of Trump Media and Trump’s financial advisor. This team appears well-positioned to find ‘the right target’ for business combination and potentially trigger speculative rush in the stock. That’s the trade. No boring value stuff.

Although the crypto-treasury momentum might be getting saturated, there are plenty of other hot themes to tap into (i.e. stablecoins, AI, robotics, nuclear). The absolute best-case scenario would be if YORKU took  one of Trump’s businesses public, e.g. World Liberty Financial, Trump Mobile, etc.

Coincidentally, two additional details at YORKU that have caught my eye:

  • Kevin McGurn, YORKU’s CEO, is a former senior executive at T-Mobile, where he served as VP of Advertising Solutions.
  • YORKU’s preferred target company, according to the prospectus, sits right at the intersection of telecom and digital assets:

We currently intend to concentrate our efforts on identifying companies in the telecom, media, and technology sector. […] We will seek businesses that demonstrate clear and sustainable revenue models, whether through subscription services, advertising, licensing, transactional monetization, or emerging digital economy structures (e.g. tokenized assets, decentralized platforms, AI-driven monetization).

That sounds almost tailor-made for Trump Mobile. It’s the latest venture from the former president’s family, founded just earlier this month. The company is offering mobile service at $47.45 per month (a nod to Trump’s 45th and 47th presidencies) and gold-colored smartphones for $499. The business claims to be about “disrupting the industry,” delivering the “best bang for the buck,” and so on.

No one really knows how this business will make money or compete with incumbents—some speculate that it may be primarily about crypto fees, such as loading the phones with Trump-branded coin wallets and collecting transaction fees. Regardless of the strategic merit, we’ve already seen that Trump related vehicles don’t need a viable business model to soar 10x and trade at absurd valuations. So if YORKU took this new venture public, the same script could easily be repeated.

This upside optionality appears to be quite cheap. With units trading at $11 and including 1/3 of a warrant, investors are likely paying only a 7%–8% premium over the $10 trust value for a chance to see how this plays out. The trust will also accrue interest, so eventual downside is minimal (aside from the opportunity cost of capital).

It’s also worth noting that sponsor’s stake has been set at 25%, which is higher than the usual 20% for most SPACs. Another curious (but potentially negative) detail is that the IPO size was only $150m. Most other SPACs I’ve looked at recently have been raising $200m+, and it’s not clear why YORKU was less greedy.

Quick snapshot of YORKU:

– IPO date: June 27, 2025
– IPO size: $150m (plus $22.5m available to underwriters)
– IPO price: $10 per share
– Warrants: units include one-third of a warrant to buy a common share at $11.50
– Sponsor promote: 25%
– Sector focus: telecom, media, digital assets
– Trust value: $10
– Current price: $11

62 Comments

62 thoughts on “Yorkville Acquisition (YORKU/MCGAU) — SPAC — Upside TBD”

    • This seems insane. They raised money by issuing 50 million shares at $4.50 each and the stock goes to $50?? So people are paying 10x the value of the ETH they will buy to own it through this company?

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  1. Any free websites for latest trust values for SPACs?
    I know I can always check SEC filings but I am just wondering whether I can keep track of them all in one place.

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  2. > Any free websites for latest trust values for SPACs?
    I like alpharank.com. I haven’t verified how accurate their trust values are, but the site has been around for a while and is associated with a SPAC / merger arb fund, Accelerate Arbitrage Fund (TSX: ARB)

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  3. YORKU will split into Class A ordinary shares (YORK) and warrants (YORKW), with separate trading expected to begin on July 25.

    I intend to sell the warrants when possible to lower my cost basis.

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  4. Is anyone else having a hard time getting the IB Portal to save the instructions to separate YORKU into YORK and YORKW?

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    • Opinion, kudos to the foresight as they fairly accurately pegged the deal this SPAC would ultimately source, but exiting on this announcement rather than modifying the thesis after the fact, even though the expected market enthusiasm has yet to emerge seems prudent (especially since no one reading this is a true believer in the durability of crypto treasury NAV premiums).

      No position.

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  5. Given the nature of the deal and parties involved trump and crypto (!), you still have the NAV protection until despac/ticker change so this is a low-risk trade with potential for shenanigans and a half with CRON coin and trump involvement. Thank you for your attention to this matter!

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  6. YORK will become a treasury for CRO (tokens issued by Crypto.com) and the business will be majority owned by Crypto.com, Trump Media and Yorkville (called founders).

    By my count current YORK share will represent around 47 CRO tokens – that’s assuming no one redeems and ignoring any earnout warrants. So NAV per YORK share currently stands at $10.4, in line with the trading prices, i.e. zero premium.

    But I see no point in exiting the position with YORK trading only 4% above the trust value and in line with NAV. I intend to wait at least till shareholder vote. The thesis has now shifted from the ‘this will run up on deal announcement’ to ‘sentiment to CRO and YORK is likely to change for the better in the coming months’. As long as downside is protected, I am ok with this thesis shift.

    Now let me elaborate a bit on the new thesis: ‘sentiment to CRO and YORK is likely to change for the better in the coming months’.

    The press release noted:

    “Expected funding for the digital asset treasury will consist of $1 billion in CRO (6,313,000,212 CRO, representing ~19% of the total CRO market cap as of announcement), $200 million in cash and $220 million cash-in mandatory exercise warrants, with an additional $5 billion equity line of credit from an affiliate of Yorkville, YA II PN, Ltd., which would make it the first and largest publicly traded CRO treasury company, as well as what we believe to be the largest digital asset treasury company to market cap ratio in history.”
    <...>
    The sheer size and structure of this project will encompass more than the entire current market capitalization of CRO, with the additional commitments of over $400 million in cash and a further $5 billion line of credit facility to acquire additional CRO”

    The aim is clear – to squeeze CRO upwards by cornering the market. If the founders actually start deploying any of that additional $5bn equity line towards buying CRO tokens in the open market, we will right away see a flywheel effect, with CRO (and in turn YORK) shooting upwards.

    Sidenote: the statement about the vehicle structure encompassing “more than the entire current market capitalization of CRO” is a bit misleading. The circulating market cap of CRO is indeed $6-$7bn, but around 65-70% of CRO tokens are not yet in circulation. These are owned by Crypto.com and the team behind CRO project and will vest over the coming 10 years.

    But that’s not all. YORK appears to be just a small detail in the grand scheme of things related to CRO.

    Yesterday, there was also a separate and more important announcement regarding cooperation/cross-investment between Trump Media Company and Crypto.com, which is again aimed at popularising CRO token (https://www.bamsec.com/filing/110465925082830?cik=2064658):

    “The Trump Media-Crypto.com mutual cooperation agreement provides for the following:

    ● Trump Media will integrate the CRO token on its Truth Social and Truth+ platforms. In a pioneering initiative, the company will partner with Crypto.com to create an updated rewards system and allow Truth Social and Truth+ users to use Crypto.com’s digital wallet infrastructure to convert gems, earned for participating in various activities across the platforms, into CRO and other benefits.
    ● Crypto.com will provide digital wallet infrastructure that will anchor the Truth Social rewards program.
    ● Further planned partnership synergies include providing Truth users the ability to pay for subscriptions and services with their Crypto.com CRO balance, and providing free or discounted Truth+ subscriptions for users who open a Crypto.com account.
    ● Both companies will co-market the Truth+ platform and the Crypto.com wallet.”

    And finally there is also a crypto ETF angle that was well covered in this SA article by Chris (https://seekingalpha.com/article/4812127-trump-media-crypto-etf-cronos-the-big-winner)

    “● Trump Media & Technology Group Corp.’s upcoming Truth Social Bitcoin ETF, B.T. is likely to gain SEC approval and see massive demand, especially from sovereign wealth funds.
    ● The ETF’s unique allocation gives Cronos USD a 5% weight, far above its market share, making it the biggest beneficiary if the ETF succeeds.
    ● A spot CRO-USD ETF is expected to follow, potentially driving CRO’s price 20x higher, though a planned token reissue poses dilution risk.”

    All of this to point out that CRO has a pretty high likelihood to see increased investor/speculator attention over the coming months/years. YORK is now a proxy for CRO but might benefit additionally from premium to NAV (or lose from a discount). Before the vote on business combination and with downside still protected by the trust value, I find the risk/reward to be very favorable.

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    • CRO is only my third significant crypto investment after BTC and ETH. By year-end we could have a digital treasury company, a CRO dedicated ETF, and a massive overweighted position within a diversified crypto ETF. At some point, it could be added to the crypto strategic reserve. Fundamental value for such things = $0.00, but the supply if fixed and knowable while the demand appears to be rising from various new entities. Trump + SPAC + crypto = buyer beware / do your own work / think for yourself x10. Also while I can disclose that I’m (very) long BTC/ETH/CRO and am looking at the best ways to get involved in York, I absolutely want an unfair advantage so my disclosure is at a particular risk of being misleading here. I’m not going to update hedges or minutiae of whatever deal I can cut. This is the wild west (but I love the wild west, too).

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        • What I mean is:
          is the 47:1 CRO/YORK ratio fixed? or will it be determined/adjusted at the time of business combination, depending on CRO price then?

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          • If I understood correctly, the total number of CRO tokens being contributed to the treasury is fixed.

    • How credible is that “$5 billion line of credit facility”? It’s not clear whether YA II PN, Ltd has that sort of capital raising capacity.

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      • Maybe this “$5 billion facility” isn’t a loan, e.g. a pile of cash on standby. Maybe it will be a stock issuance. I.e. when the company wants to draw cash, it issues new shares to YA II PN at a small discount to the market price. YA II PN then sells those shares on the open market to the public. YORK uses cash to buy CRO, while YA II PN pockets the small discount as their fee.

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        • “Equity line of credit” typically refers a revolving loan facility.

          YA II PN has previously done what you mentioned for Trump Media, i.e., buying DJT shares at a discount and resell, and the facility was referred to as “standby equity purchase agreement”.

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    • I am not sure how much dry powder they have ” to squeeze CRO upwards by cornering the market”.
      The only cash the availability of which is relatively certain is the $200m in the trust account (but there can be significant redemption too).
      The $5b in equity line of credit, even if it’s actually available as promised, will certainly have to be matched by equity capital too (I am guessing at least $1 equity for each $1 borrowed), which has to be raised.
      The $220 million cash-in mandatory exercise warrants, will not be available until exercised.
      The $1b in CRO are not bought from the market, and thus not reducing the supply of CRO in the market.
      So not much is available in the short term to buy up the circulating CRO and corner the market.

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  7. What is the current value of a CRO token? I thought it was quite low, “By my count current YORK share will represent around 47 CRO tokens” isn’t worth much at least at the moment… What am I missing? (probably something very basic)

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  8. Anyone have a theory of why the price didn’t move much on deal announcement? Was it just too complex with a lot of moving parts right now? So we should expect a proxy filing with a fixed exchange ratio or some similar event to be the catalyst?

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    • Yes my theory is that the market was wrong and that it is impossible to value it based on the market reaction to a relatively thinly traded and little followed SPAC. CRO reacted well; YORK/YORKU will likely catch up. I’m (very) long CRO and long YORK/YORKU and will disclose more later today.

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    • It could be that the market confuses YORK’s transaction structure with that of BRR (previously CCCM), where public shareholders of BRR will not benefit much from Bitcoin appreciation until after the business combination (although they later amended the agreement to share some pre-combination appreciation potential with public shareholders).

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  9. I’ve been loading up on the YORK warrants – they were $1.40 pre-deal, now $1.80 (even after todays move).

    They aren’t cheap, and with all SPACs, they do have an early redeem feature if the stock trades to $18 post-deal – so not the same as a 5yr call option – but in the absence of a sophisticated model, if you model it as a 6m option instead of 60m, its coming out to circa 60% IV – which isn’t bad for a illiquid cryto.

    Would love someone to share a better heuristic for evaluating.

    Obviously DYODD, and these warrants can very easily trade down to nothing if the stock collapses (as has happened to me many, many times before).

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      • Without the early redeem, I really think it’d be a no-brainer. Hopefully the grifters in charge are competent in squeezing the coin – in which case the optionality value will become immaterial :)

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    • Are the warrants of BRR and MBAV attractive too? They invest in less volatile cryptos (BTC, ETH, SOL) but the IVs of these warrants are lower too.

      Warrants of pre-announcement SPACs, e.g., RTAC, PCAP, seem interesting too.

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      • They are $1.20 – so I guess less downside than the $1.60 for YORK!
        I don’t have any more sophisticated a take on it
        But getting such long dated ATM optionality on crypto – even with the early call function – I don’t think any (sane) derivative dealing desk would be ever, if asked, offer vol at these levels.

        I think generally the SPAC warrant market is interesting as it seems driven by retail.
        The KYIV warrants were at $4 before/after de-spac – no discernible reason why aside from flow.
        And the selling pressure seems to come from arb funds who just subscribe to the units, then dump the warrants.
        And it feels too small for any institution to partake in it.

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    • MCGA warrants are getting more interesting. They are now more lowly priced than the warrants of BRR and MBAV, which are backed by less volatile coins (BTC, ETH, SOL) than CRO.

      They are cheaper than RTAC warrants too, but market seems to have a much higher expectation of RTAC’s prospect.

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  10. Good one here guys.

    So just to clarify – the exchange ratio for shares / CYRO coins is fixed, meaning that $YORKU should now trade in line with $CRYO? I assume $CRYO will fall though as coins are issued to $YORKU (i.e. some significant dilution).

    Thanks

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  11. This morning the ticker was changed from $YORK to $MCGA.
    I’m a little confused – there didn’t seem to be any SPAC vote on this? Or was there one and I missed it?
    Or have they just re-labelled it, but the combination vote is till pending?

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    • Not sure what the confusion is. They changed their ticker symbol. They don’t even have a definitive proxy let alone shareholder vote yet. Just conflating different topics.

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      • SPAC tickers usually only change after a business combination is confirmed – the change is tied to the merger event.

        I’ve never seen this done before – hence the confusion – but I guess they can’t wait to pump it.

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          • Interesting – yes for ETHM and BRR, they are still SPACs and still have their original SPAC names. I guess its just a way to build retail momentum with meme-able tickers. Thanks for this.

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    • From what I know, this is very uncommon and seems like a blatant attempt to pump a MAGA ticker. Tickers are changed when they despac and business combos are completed, not on a whim over the wknd with no warning.

      Unrelated – It looks like the warrants are exercisable on the latter of 30 days after deal close or 1 yr after IPO (June 2026). Is this right and can it be amended once deal closes? I’m not as familiar here but it could mean the warrants upside may be capped.

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      • If I remember correctly, once the stock trades above a certain price (usually $18 I think) for several weeks, the company can force redemption of warrants. That’s why the upside is kind of capped.

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  12. Interesting how YORK’s ticker was changed just a day after DJT acquired CRO tokens. Preparation for a pump? BTW, DJT paid only 15.3ct per token, a big discount to current 25ct price.

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  13. A couple of updates from the most recent filing:

    – The combined company will be officially named Trump Media Group CRO Strategy, upon closing.

    – It will actively operate a validator node on the Cronos blockchain to generate staking rewards, which will be reinvested to compound the company’s CRO holdings.

    – The filing specifies that all three founding partners (the Yorkville sponsor, Trump Media, and Crypto.com) have agreed to a 1 year mandatory lock-up on their founder shares and warrants. Following this period, their equity will be released gradually over a 3 year schedule.

    – Trump Media is “contributing a license to use certain intellectual property.”

    – MCGA.com was launched.

    https://www.sec.gov/Archives/edgar/data/2064658/000110465925089076/tm2524365d13_425.htm

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    • No closing date provided yet. But, based on the typical SPAC transaction timeline of 4–5 months from deal announcement, I’d expect the closing to occur by the end of the year or early next year.

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  14. The price of CRO has fallen to <15c
    Does anyone have a mock up NAV/shr spreadsheet?
    Will the lower CRO price just mean there will be more CRO/Share?

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    • It seems that the number of CRO tokens contributed is fixed. So, at current prices, MCGA is trading substantially above NAV. The downside is protected by the trust value until the transaction closes. However, if CRO stays at this level, MCGA will probably tank after the despac. I really like Chris’/dt’s thesis. Hopefully it works out until then.

      Nice source for tracing P/NAV of DATs: https://blockworks.com/analytics/treasury-companies

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  15. Trump Media announced that prediction markets will be available on Truth Social through its arrangement with Crypto.com. It seems like an interesting move and possibly another attempt to pump CRO/MCGA. The stock/coin, however, did not react in after-hours trading.

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  16. MCGA is trading at a slight discount to estimated trust value ($10.17), and its warrants are trading at $0.7-0.8.

    CRO has gone all the way down to $0.1/token, implying an NAV of $4.8 per MCGA share (assuming 47 CRO coins per MCGA share).

    Are we expecting the combination to take place mid Q1 2026?

    The commons are hopeless (but also riskless because of the discount) and the warrants seem cheap options for volatility over the next 5 years.

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    • They will surely have to rebalance the CRO token ratio if they want anyone to vote for the deal.

      I’m a complete baggie on the warrants – they look cheap, but I would say that.

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      • Yes, the only real cash available for the combination is the $200m in the trust account. They don’t have any PIPE, and if everyone redeems there will be no cash injection for the deal.
        On the other hand, if they insist on moving forward even without much cash from the trust account, they can potentially squeeze the stock up after de-SPAC. The founders shares will be locked up for 1 year and released gradually over a 3 year schedule, so there will be very little free float during the first year. Warrants are interesting in this scenario, because they will the only supply of commons.

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      • On 1 Dec, MCGA confidentially submitted a draft registration statement of Form S-4 with the SEC. In the press release, there is no mentioning of how they plan to make any changes to convince any third-party shareholders from redeeming.

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  17. warrants are cheap af if priced to a $10 stock, but if you price to $5 in line with CRO – they’re around $1 on standard BSM

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  18. 3.5 months have passed since MCGA/YORK business combination was announced. At the time I wrote:

    “All of this to point out that CRO has a pretty high likelihood to see increased investor/speculator attention over the coming months/years. YORK is now a proxy for CRO but might benefit additionally from premium to NAV (or lose from a discount). Before the vote on business combination and with downside still protected by the trust value, I find the risk/reward to be very favorable.”

    Since then, CRO token price has dropped substantially and the sentiment toward SPACs, even those connected to Trump, has moved lower as well as. With business combination expected in Q1 2026, I see limited chances of anything changing and have exited my position.

    As the downside was protected by the trust value, MCGA is down only 3% since my comment at the end of August. From the write-up levels the losses are also minimal due to warrants received from the unit split.

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