Yorkville Acquisition Corp.

Current report

As of the date of this Report, there have been no material changes to the risk factors disclosed in our annual report on Form 10-K filed with the SEC on March 31, 2026. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

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In addition to the other information set forth in this report, you should carefully consider the factors discussed in the Risk Factors section of the final prospectus in connection with the Initial Public Offering filed with the SEC on June 30, 2025, which could materially affect our business, financial condition or future results.

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In light of our entry into a Business Combination Agreement during the quarter, you should also consider the transaction‑specific risks associated with the proposed Business Combination and related transactions.

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Risks Related to the Business and Strategy of the Combined Company

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Cronos tokens are not currently used in an operating business, which makes it difficult to evaluate the combined company’s business and future prospects, and the combined company may not be able to achieve or maintain profitability in any given period.

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The Company was formed as a blank check company incorporated as a Cayman Islands exempted company with limited liability on March 3, 2025 and, subject to the conditions of the Business Combination Agreement, will domesticate into a Florida corporation at least two business days before the closing of the Business Combination. The Company has no operating history, and the volatile nature of the market price of Cronos (“CRO”), which will constitute a substantial portion of our assets, creates significant uncertainty and makes it difficult to evaluate our future prospects. The absence of a predecessor business in this transaction will also make it difficult to accurately forecast the future results of operations, which is subject to a number of uncertainties including the combined company’s ability to grow its CRO reserves per share (i.e., the amount of CRO per each fully diluted share), CRO generation per share (i.e., the incremental CRO generated per share over a certain time period) and external delegation to validator (i.e., the total CRO delegated by third-party holders to the combined company’s validator), and the market size and growth opportunities in each of the combined company’s anticipated lines of business.

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We cannot guarantee the combined company’s ability to raise additional capital, or to raise additional capital on favorable terms, which may adversely impact our business and initial business strategy. See “The combined company’s ability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all. the combined company’s failure to raise capital when needed could harm its business, operating results and financial condition.”

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Our ability to generate cash flow initially will largely be dependent on the combined company’s ability to raise capital to acquire additional CRO, to access and acquire CRO not held in exchanges, to establish and operate a Cronos validator node and staking infrastructure for delegation of CRO holdings and delegation by third parties and to carry out activities aimed at catalyzing the fusion between CRO and traditional capital markets and greater adoption of CRO. Our business strategy may not be realized as quickly as hoped, or even at all. Further, even if we achieve growth, in future periods, that growth could slow or decline for a number of reasons, including, but not limited to, CRO volatility, increased competition, digital coins that compete with and may result in a decline in utilization of CRO or replace CRO, our inability to develop, improve or effectively scale CRO acquisition, negative publicity or sentiments relating to CRO or a perceived affiliation between Crypto.com or the combined company and Cronos Labs, government regulation or the combined company’s failure, for any reason, to continue to take advantage of growth opportunities.

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CRO market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. There is no assurance that any estimates driving CRO acquisition strategies will accurately reflect any particular level of revenue or growth prospects for the combined company.

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We will encounter risks and difficulties as described in this section. If we do not manage these risks successfully, our business may be adversely impacted. If the combined company’s assumptions regarding these risks and uncertainties and its future growth are incorrect or change adversely, or if the combined company does not address these risks successfully, the combined company’s operating and financial results could differ materially from its expectations, and its business could suffer. If our revenue growth rate, when we are at

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a revenue generation stage, were to decline significantly or become negative, it could adversely affect our operating results and financial condition. If we are not able to achieve or maintain positive cash flow from operations, or if the price of CRO declines significantly, our business may be adversely impacted and we may require additional financing, which may not be available on favorable terms or at all, may restrict the distribution of dividends or other payments to shareholders, or may be dilutive to our shareholders.

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The combined company may not be able to successfully execute its business strategies.

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A significant part of the combined company’s strategy is CRO acquisition, however:

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The occurrence of any of these factors could adversely affect our CRO acquisition strategy.

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We also expect to carry out other CRO-related activities, such as staking our CRO holdings and establishing and operating a Cronos validator node. The combined company may in the future consider offering or engaging in other CRO-related products, services or activities. See “We expect to engage in otherCRO*-related activities, including participating in staking activities and operating a validator node, all of which are subject to regulation. We have not previously engaged in these business lines and we may be unable to implement our business plan, including, without limitation, due to operational challenges, significant competition and regulation.*”

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The combined company’s operating results, revenues and expenses may significantly fluctuate, including due to the highly volatile nature of CRO, which could have an adverse effect on the market price of the combined company’s common stock.

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Our operating results will be dependent on the broader CRO economy. Due to the rapidly evolving nature of digital assets and the volatile price of CRO, which has experienced and continues to experience significant volatility, we expect that our operating results will fluctuate significantly from quarter to quarter in accordance with market sentiments and movements in the broader CRO economy. We expect that our operating results will fluctuate significantly as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including:

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and subsequent filing for bankruptcy protection and the SEC enforcement action brought against BAM Trading Services Inc., which initially sought to freeze all of its assets during the pendency of the enforcement action and has since resulted in Binance Holdings Ltd. discontinuing all fiat deposits and withdrawals in the U.S.;

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In addition, the stock market and the markets for both CRO-influenced and technology companies have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies in those markets. In particular, future trading prices in the combined company’s common stock may reflect market dynamics that are not connected to valuation methods commonly associated with operating companies in similar industries or with companies engaged predominantly in passive investments in CRO or other commodities, such as exchange-traded funds (“ETFs”). Equity market capitalizations of other such

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companies are often in excess of stockholders’ equity calculated in accordance with U.S. GAAP, and in excess of valuations that might traditionally be expected based on their operating performances, cash flows and net assets. Investors may therefore be unable to assess the value of the shares of the combined company’s common stock or evaluate the risks of an investment in us using traditional or commonly used enterprise valuation methods. We cannot predict how these dynamics may evolve over time, or whether or how long they may last. These market and industry factors may significantly harm the market price of the combined company’s common stock, regardless of our actual operating performance.

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Our CRO acquisition strategy exposes us to various risks associated with CRO.

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Our CRO acquisition strategy exposes us to various risks associated with CRO, including, but not limited to, the following:

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CRO is a highly volatile asset. The trading price of CRO significantly fluctuated during 2024 and 2025 and has traded between approximately $0.07 and $0.21 per CRO in 2024 on the Crypto.com Exchange. Volatility may continue in the future and historical trends could reverse dramatically. See “The combined company’s operating results, revenues and expenses may significantly fluctuate, including due to the highly volatile nature of CRO, which could have an adverse effect on the market price of the combined company’s common stock.” See also “We may suffer losses due to abrupt and erratic market movements.”

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Our CRO holdings may significantly impact our financial results and in turn may impact the market price of the combined company’s common stock. If we continue to increase our overall holdings of CRO relative to the other parts of our business in the future, our CRO holdings will have an even greater impact on our financial results and the market price of the combined company’s common stock. We intend to purchase additional CRO and increase our overall holdings of CRO in the future.

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The concentration of our CRO holdings limits the risk mitigation that we could take advantage of by purchasing a more diversified portfolio of treasury assets, and the absence of diversification enhances the risks inherent in our CRO acquisition strategy. See “The combined company’s operating results, revenues and expenses may significantly fluctuate, including due to the highly volatile nature of CRO, which could have an adverse effect on the market price of the combined company’s common stock.” See also “We may suffer losses due to abrupt and erratic market movements.”

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Our CRO acquisition strategy has not been tested by us to date. While certain issuers have operating histories that involve a digital asset acquisition strategy that may be comparable to the CRO acquisition strategy the combined company intends to execute, these have not been tested over an extended period of time or under different market conditions. We will continuously examine the risks and rewards of our CRO acquisition strategy. For example, although we believe CRO, due to its fixed supply, has the potential to serve as a hedge against inflation in the long term, the short-term price of CRO declined in recent periods during which the inflation rate increased and governance proposals may result in changes to the CRO supply. Some investors and other market participants may disagree with our CRO acquisition strategy or actions we undertake to implement it. If CRO prices were to decrease or our CRO acquisition strategy otherwise proves unsuccessful, our financial condition, results of operations and the market price of the combined company’s common stock may be materially adversely impacted. See also “A significant decrease in the market value of our CRO holdings could adversely affect our ability to satisfy our financial obligations.”

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Our CRO acquisition strategy will expose us to the risk of non-performance by counterparties, whether contractual or otherwise. Risk of non-performance includes the inability or refusal of a counterparty to perform for any reason, including because of a deterioration in the counterparty’s financial condition and liquidity. Custodians, or other counterparties might fail to perform in accordance with the terms of future agreements with them, which could result in a loss of CRO, a loss of the opportunity to generate funds, or other losses. Although we will implement various measures that are designed to mitigate our counterparty risks, including by storing substantially all of the CRO in custody accounts at U.S.-based custodians that service institutions and negotiating contractual arrangements intended to establish that our property interest in custodially held CRO is not subject to claims of our custodians’ creditors, applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts. While all of our custodians are expected to be subject to regulatory regimes intended to protect customers in the event of a custodial bankruptcy, receivership or similar insolvency proceeding, no assurance can be provided that our custodially held CRO will not become part of the custodian’s insolvency estate if one or more of our custodians enters bankruptcy, receivership or similar insolvency proceedings. If our custodially held CRO were nevertheless considered to be the property of our custodians’ estates in the event that any such custodians were to enter bankruptcy, receivership or similar insolvency proceedings, we could be treated as a general unsecured creditor of such custodians, inhibiting our ability to exercise ownership rights with respect to such CRO and this may ultimately result in the loss of the value related to some or all of such CRO. Even if we are able to prevent our CRO from being considered the property of a custodian’s bankruptcy estate as part of an insolvency proceeding, it is possible that we would still be delayed or may otherwise experience difficulty in accessing our CRO held by the affected custodian during the pendency of the insolvency proceedings. Any such outcome could have a material adverse effect on our financial condition and the market price of the combined company’s common stock.

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Our primary counterparty risk with respect to our CRO is expected to be custodian performance obligations under the custody arrangements we will enter into. Additionally, if we pursue any strategies to create income streams or otherwise generate funds using our CRO holdings, we would become subject to additional counterparty risks. Any significant non-performance by counterparties, including in particular the custodians with which we custody substantially all of our CRO, could have a material adverse effect on our business, prospects, financial condition and operating results. See “The combined company will face risks relating to the custody of its CRO, including the loss or destruction of private keys required to access our CRO and cyberattacks or other data loss relating to our CRO. If the combined company or its third-party service providers, including Crypto.com, experience a security breach or cyberattack and unauthorized parties obtain access to the combined company’s CRO, or if the combined company’s private keys are lost or destroyed, or other similar circumstances or events occur, including the ability to reverse engineer private keys, the combined company may lose some or all of its CRO and the combined company’s financial condition and results of operations could be materially adversely affected.”

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The broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price and use of CRO. For example, a series of high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry, including the filings for bankruptcy protection by Three Arrows Capital, Celsius Network, Voyager Digital, BlockFi Lending, Core Scientific, FTX Trading, Alameda Research and Genesis Global Capital, the closure or liquidation of certain financial institutions that provided lending and other services to the digital assets industry, including Silicon Valley Bank, Signature Bank and Silvergate Bank, the potential of SEC enforcement actions, the placement of Prime Trust, LLC into receivership following a cease-and-desist order issued by Nevada’s Department of Business and Industry, and the filing and subsequent settlements of lawsuits by the New York Attorney General against Galaxy Digital Holdings, Genesis Global Capital, Genesis’ parent company Digital Currency Group, Inc., and former partner Gemini Trust Company, had highlighted the counterparty risks applicable to owning and transacting in digital assets. Bankruptcies, closures, liquidations and other events may impact our access to CRO and could negatively impact the adoption rate and use of CRO. Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants in the digital assets industry in the future may further negatively impact the adoption rate, price and use of CRO, limit the availability to us of financing collateralized by CRO or create or expose additional counterparty risks.

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The broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of and use cases for, digital assets, market perception of digital assets and the legal, regulatory, and accounting treatment of digital assets are constantly developing and changing, and there may be additional risks in the future that are not possible to predict. See “CRO and other digital assets are novel assets, which will expose the combined company to significant legal, commercial, regulatory and technical uncertainty, which could materially adversely affect the combined company’s financial position, operations and prospects.”

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A significant decrease in the market value of our CRO holdings could adversely affect our ability to satisfy our financial obligations.

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As part of our CRO strategy, we may incur or continue to incur additional indebtedness and other fixed charges. If our businesses do not generate cash flow in future periods sufficient to satisfy our financial obligations, including our debt and other financial obligations, we intend to fund our obligations using cash flow generated by equity or debt financings. Our ability to obtain equity or debt financing may in turn depend on, among other factors, the value of our CRO holdings, investor sentiment and the general public perception of CRO, our strategy and our value proposition. Accordingly, a significant decline in the market value of our CRO holdings or a negative shift in these other factors may create liquidity and credit risks, as such a decline or such shifts may adversely impact our ability to secure sufficient equity or debt financing to satisfy our financial obligations, including our debt and other financial obligations. These risks could materialize at times when CRO is trading below its carrying value on our most recent balance sheet or below our cost basis. As CRO will constitute a substantial part of our balance sheet, if we are unable to generate revenue from our anticipated CRO-related activities or secure equity or debt financing in a timely manner, on favorable terms, or at all, we may be required to sell CRO to satisfy these obligations. Any such sale of CRO may have a material adverse effect on our operating results and financial condition, and could impair our ability to secure additional equity or debt financing in the future. Our inability to secure additional equity or debt financing in a timely manner, on favorable terms or at all, or to sell our CRO in amounts and at prices sufficient to satisfy our financial obligations, including our debt service obligations, could cause us to default under such obligations. Any default on our indebtedness may have a material adverse effect on our financial condition.

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The combined company’s CRO holdings will be less liquid than its cash and cash equivalents and may not be able to serve as a source of liquidity for the combined company.

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A substantial part of the combined company’s assets will be CRO. Historically, the CRO markets have been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, we may not be able to sell our CRO at favorable prices or at all. For example, a number of digital assets trading venues temporarily halted deposits and withdrawals in 2022. As a result, our CRO holdings may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. Further, CRO held by custodians, including our custodians, does not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Additionally, we may be unable to enter into term loans, bonds or other capital raising transactions collateralized by our unencumbered CRO or otherwise generate funds using our CRO holdings, including in particular during times of market instability or when the price of CRO has declined significantly. If we are unable to sell our CRO, enter into additional capital raising transactions using unencumbered CRO as collateral, or otherwise generate funds using our CRO holdings, or if we are forced to sell our CRO at a significant loss, in order to meet our debt obligations, or our working capital requirements, our business and financial condition could be negatively impacted.

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CRO may be subject to dilution.

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The CRO tokens are distributed over time according to a defined tokenomics plan, which includes allocations for ecosystem development, community incentives and team reserves. Rewards for validators and delegators on the Cronos network are paid from these allocated pools, not from newly minted tokens. There is no assurance that proposals for issuing new CRO will be managed in a manner that maintains scarcity or long-term value, and any increase in the supply introduces significant uncertainty regarding future dilution, which could adversely affect the combined company’s business, operating results and financial condition.

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The combined company will operate in a highly competitive environment and will compete against companies and other entities with similar strategies, including, in the future, companies with significant CRO holdings and ETFs and ETPs for CRO and other digital assets, and the combined company’s business, operating results and financial condition may be adversely affected if the combined company is unable to compete effectively.

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The digital assets industry is highly innovative, rapidly evolving and characterized by healthy competition, experimentation, changing customer needs, frequent introductions of new products and services, and subject to uncertain and evolving industry and regulatory requirements. We expect competition to further intensify in the future. We compete against a number of companies operating both within the United States and abroad, and both those that focus on traditional financial services and those that focus on digital asset-based services. Our main sources of competition, both now and in the future, fall into the following categories:

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The range of options to gain exposure to CRO may expand in the future. If investors choose to gain such exposure through anticipated ETPs, companies with significant CRO holdings or other similar strategies, rather than shares of the combined company’s common stock, the combined company’s business, operating results and financial condition may be adversely affected.

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Investors may view the combined company’s common stock as an alternative to an investment in an ETP, and choose to purchase shares of a potential spot CRO ETP instead of the combined company’s common stock. They may do so for a variety of reasons, including if they believe that ETPs offer a “pure play” exposure to CRO that is generally not subject to federal income tax at the entity level as we may be, or the other risks that may affect other parts of our business. Additionally, unlike potential spot CRO ETPs, we (i) use CRO reserves per share and CRO generation per share to measure our performance and do not seek for our shares of the combined company’s common stock to passively track the value of the underlying CRO we hold before payment of expenses and liabilities, (ii) do not benefit from various exemptions and relief under the Exchange Act, including Regulation M, and other securities laws, which enable ETPs to continuously align the value of their shares to the price of the underlying assets they hold through share creation and redemption, (iii) are a Florida corporation rather than a statutory trust, and do not operate pursuant to a trust agreement that would require us to pursue one or more stated investment objectives and (iv) are not required to provide daily transparency as to our CRO holdings or our daily net asset value. Furthermore, recommendations by broker-dealers to buy, hold or sell complex products and non-traditional ETPs, or an investment strategy involving such products, may be subject to additional or heightened scrutiny that would not be applicable to broker-dealers making recommendations with respect to the combined company’s common stock. Based on how we are viewed in the market relative to ETPs, and other vehicles which may, in the future, offer economic exposure to CRO, such as CRO futures ETFs, leveraged CRO futures ETFs and similar vehicles offered on international exchanges, any premium or discount in the combined company’s common stock relative to the value of our CRO holdings may increase or decrease in different market conditions.

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As a result of the foregoing factors, availability of spot ETPs for CRO and other digital assets could have a material adverse effect on the market price of the combined company’s common stock.