Trump Media, Crypto.com and Yorkville have torn up the deal that was to create a CRO treasury company, and each side walks away paying its own costs
The deal is off, and it is off on paper.
Trump Media & Technology Group Corp. told the Securities and Exchange Commission on Friday afternoon that it, Crypto.com, the blank cheque company Yorkville Acquisition Corp. and three related entities had signed a Mutual Termination and Release Agreement, ending the business combination they announced on 25 August 2025 and amended on 31 October. The reason the filing gives is market conditions. The joint press release attached as Exhibit 99.1 adds shifting business and stakeholder priorities, and names the company that was to be created and now will not be: Trump Media Group CRO Strategy, Inc.
The filing went in at 16:37 Eastern, seven minutes after the close.
What the termination agreement actually does
Section 2 terminates the business combination agreement under its own Section 9.1(a), the mutual written consent provision, effective immediately. Three provisions of the old agreement survive, and everything else in the structure goes with it automatically: the contribution agreements, the Crypto.com licence agreement, the TMTG licence agreement, the backstop agreement, the sponsor support agreement and the voting agreement.
Section 3 is the part that matters more. It is a mutual release, running from each party and its subsidiaries, affiliates, officers, directors, stockholders, employees, agents and representatives to every other party and theirs, covering any claim known or unknown, matured or unmatured, from the beginning of time to the date of the agreement, arising out of the deal or its termination. It carries a covenant not to assert or assist any such claim.
There is no termination fee in the document. The expenses clause is one sentence: each party pays what it spent.
A second thing ended in the same release
The press release discloses a separate unwinding. Crypto.com, Trump Media and Yorkville America have agreed not to proceed with a previously announced partnership under which Crypto.com would have serviced certain anticipated Yorkville America exchange traded fund offerings. The release states that Yorkville America's plans for its existing and future ETF offerings are otherwise unchanged.
One inconsistency is worth recording because it sits inside a single filing. The Form 8-K describes Trump Media as a Florida corporation, on its cover page and again in Item 1.02. Exhibit 10.1, the termination agreement the same filing attaches, describes the same company as a Delaware corporation. The filing is signed by Scott Glabe, the company's general counsel and secretary.
