MCGA 10-K & 10-Q changes, risk factors and insider trading

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, 2026.2026, other than as set forth below. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

We are a blank check company incorporated on March 3, 2025 as a Cayman IslandIslands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Quarterly Report as our “initial business combination”. We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

ProposedTermination of Business Combination Agreement

On August 25, 2025, the Company executed a Business Combination Agreement (the “Business Combination Agreement”), with YA S3 Inc., a Florida corporation and an indirect wholly owned subsidiary of the Company (“SPAC Sub”), Foris Holdings KY Limited, a Cayman Islands exempted company known commercially as Crypto.com (“Crypto.com”), Crypto.com Strategy Holdings, a Cayman Islands exempted company (“Crypto.com Sub”), Yorkville Acquisition Sponsor, LLC, a Delaware limited liability company (“Sponsor”), and Trump Media & Technology Group Corp., a Florida corporation (“TMTG” and together with Crypto.com Sub and the Sponsor, the “Sellers”). The Company, SPAC Sub, Crypto.com, Crypto.com SUB, TMTG and the Sponsor are referred to herein as the “Parties.”

As of MarchJune 31,30, 2026, we had not commenced any operations. All activity from inception through MarchJune 31,30, 2026 relates to our formation and our Initial Public Offering, and, since the completion of the Initial Public Offering, our search for a target to consummate an initial business combination. We will not generate any operating revenues until after the completion of an initial business combination, at the earliest. We will generate non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public Offering and placed in the Trust Account. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had net income of $943,355,$1,421,108, which consisted of income on investments held in the Trust Account of $1,594,402$1,601,107 and interest income of $1,230,$1,087, offset by general and administrative expenses of $652,277.$181,086. For the three months ended June 30, 2025, we had net loss of $61,710, which consisted of formation, general and administrative expenses of $63,574, offset by interest income of $1,864.

As of MarchJune 31,30, 2026, we had $60,261$181,617 in cash and cash equivalents held outside of the Trust Account and a working capital deficit of $2,258,970$2,440,448 (excluding cash and marketable securities held in the Trust Account and the deferred underwriter fee payable).

For the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was $401,838.$530,482. Net income of $943,355$2,364,463 was adjusted by income on investments in Trust Account of $1,594,402,$3,195,509, and $249,209$291,661 changes in operating assets and liabilities. Net cash provided by financing activities was $250,000$500,000 related to proceeds from Working Capital Note to Sponsor.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $177,932,677$179,553,784 consisting of securities held in a money market fund that invests in U.S. Treasury securities with a maturity of 185 days or less. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting fees and income taxes payable), to complete our initial business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of MarchJune 31,30, 2026, we had cash and cash equivalents of $60,261$181,617 held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that an initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Notes may be convertible into units of the post-business combination entity at a price of $10.00 per unit, at the option of the lender. As of MarchJune 31,30, 2026, there is $250,000$500,000 outstanding under the Working Capital Note.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of MarchJune 31,30, 2026.

The underwriters of the Initial Public Offering are entitled to a deferred underwriting discount of $0.30 per Unit, or $5,175,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an initial business combination, subject to the terms of the underwriting agreement. On August 25, 2025, the underwriters agreed to reduce the deferred underwriting discount to $0.18 per Unit sold in the Initial Public Offering, or $3,105,000, in connection with the proposed Business Combination contemplated by the Business Combination Agreement. IfAs a result of the Companytermination consummatesof athe Business Combination other than the proposed Business Combination,Agreement, the deferred underwriting discount will remain $0.30 per Unit, or $5,175,000.