Termination of Business Combination Agreement
As previously disclosed, on August 25, 2025, Trump Media & Technology Group Corp., a Florida corporation ("TMTG") entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among (a) TMTG, (b) Yorkville Acquisition Corp., a Cayman Islands exempted company ("SPAC"), (c) YA S3 Inc., a Florida corporation and an indirect wholly owned subsidiary of the Company ("SPAC Sub"), (d) Foris Holdings KY Limited, a Cayman Islands exempted company ("Crypto.com"), (e) Crypto.com Strategy Holdings, a Cayman Islands exempted company and an indirect wholly owned subsidiary of Crypto.com ("Crypto.com Sub"), and (f) Yorkville Acquisition Sponsor LLC, a Delaware limited liability company (the "Sponsor"), as amended by Amendment No.1 to the Business Combination Agreement on October 31, 2025. TMTG, SPAC, SPAC Sub, Crypto.com, Crypto.com Sub, and Sponsor are referred to herein as the "Parties."
On August 7, 2026, the Parties entered into a Mutual Termination and Release Agreement (the "Termination Agreement"), pursuant to which the Business Combination Agreement was terminated by the mutual consent of the Parties, effective as of August 7, 2026, due to market conditions.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement which is filed hereto as Exhibit 10.1 and which is incorporated herein by reference.
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