Yorkville International Capital

This is the baseline financial statement post-IPO, establishing trust value per share ($10.01), operating expense run rate ($194,210 in G&A for about two weeks of operations), and sponsor-related compensation (CEO and admin services at $15,000/month each). The filing confirms the SPAC's structure and the absence of any imminent deal. It also discloses that the sponsor has granted 450,000 founder shares to directors and the CEO, contingent on a business combination, with no compensation recognized yet.

Redemption calendar stakeholders should note the fixed 24-month deadline set from the June 17, 2026 closing, which dictates the liquidation or extension trigger window in June 2028 if a deal is not finalized. The disclosed $230,000,000 trust balance anchors shareholder redemption economics at the filing’s stated anticipation of $10.00 per share, though the notes explicitly condition fund release on business combination completion or liquidation events. Sponsor conduct mechanics are altered by the letter agreement: the sponsor waives redemption rights for founder shares, forfeits liquidation distributions on those shares if a deal fails, and contractually agrees to vote founder shares in favor of a business combination. Deal progress remains at inception, as management explicitly states no target has been identified and no substantive discussions have occurred. Strategic risk disclosures highlight exposure to Russia-Ukraine conflict fallout, Israel-Hamas escalation, international sanctions, SWIFT disruptions, and tariff impacts, which the registrant warns could delay acquisition targets or destabilize capital markets required for execution. All data points are sourced directly from the 8-K text, Exhibit 99.1, and the accompanying Notes to Financial Statements.

This is the foundational document for the SPAC. It establishes the trust value ($10.01/share), the redemption deadline (June 17, 2028), the sponsor's cost basis ($25k for founder shares), and the expense structure. For investors tracking YICC, this is the baseline against which all future extensions, deals, and trust draws will be measured. The filing also confirms the sponsor's stated target focus on 'established businesses operating in emerging markets, with a particular emphasis on Latin America and Venezuela' (per attached press releases).

This filing establishes the complete redemption and liquidation mechanics, sponsor economics, and target focus for a new SPAC with a specific emerging-markets / Venezuela thesis. The trust/share is $10.01 in the header but $10.00 per the document's terms. The 24-month deadline and $10.00 trust value are firm. Sponsor ownership at 40% of post-IPO shares is unusually high (many SPACs target 20%), creating substantial dilution risk for public shareholders. The focus on Latin America, particularly Venezuela, introduces significant geopolitical and sanctions risk. The document also details the extensive related-party transactions and conflicts of interest arising from the sponsor's and management's involvement in multiple other SPACs (Yorkville I, New America I, Texas Ventures III, Blue Water III, D. Boral I).

This is the core IPO prospectus for a $200 million SPAC. It establishes the trust ($10.01/share), the 24-month deadline to consummate a business combination, redemption rights for public shareholders, the terms of the sponsor's founder shares and private placement warrants, and the compensation arrangements for management. The detailed business strategy focuses on Latin America and Venezuela. The updated management bios reveal extensive ties to other active SPACs (Yorkville I, Texas Ventures III, Blue Water III, New America I) creating significant potential conflicts of interest. The updated financial statements show the nominal $25,000 investment for the founder shares and the resulting substantial dilution for public investors. The filing details all related party transactions, including the $300k promissory note, the monthly $15k admin fee to sponsor, and the $15k monthly CEO salary.

The filing provides the first detailed disclosure of YICC's terms: trust value per share, redemption mechanics, sponsor compensation (founder shares at ~$0.002, private warrants at $1.00), dilution tables, and conflicts of interest. Investors can now evaluate the SPAC's structure, sponsor incentives, and the extended timeline (24 months, extendable to 36) before a de-SPAC must occur. The filing also confirms the sponsor's prior SPAC experience and the intended focus on Latin American/Venezuelan targets.

What changed: A Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13G, executed by MAGNETAR FINANCIAL LLC, MAGNETAR CAPITAL PARTNERS LP, SUPERNOVA MANAGEMENT LLC, and DAVID J. SNYDERMAN to satisfy the filing-sharing requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934. The four named parties formally agreed that their beneficial ownership statement concerning YORKVILLE INTERNATIONAL CAPITAL CORP dated June 30, 2026, and any future amendments thereto, would be filed jointly on behalf of each signer. Hayley Stein executed the agreement as Attorney-in-fact for David J. Snyderman on August 13, 2026. Why it matters: This exhibit contains zero disclosures regarding redemption deadlines, trust account balances, extension mechanisms, business combination progress, or sponsor conduct. It functions exclusively as a procedural mechanism to consolidate regulatory responsibility among affiliated holders. Because the attached text omits the standard Schedule 13G Cover Page data—specifically aggregate shares beneficially owned, percentage of the outstanding class, nature of control or agency, source and amount of funds, and dates of earliest transactions—the document alone does not shift investor expectations around capital deployment timelines or liquidity parameters. To evaluate whether Magnetar-affiliated entities have accumulated positions, adjusted voting thresholds, or indicated conditional support for a pending de-SPAC transaction, analysts must review the complete 13G filing package rather than this administrative cover sheet.

What changed: Quarterly Report on Form 10-Q for the period ended June 30, 2026, the first such report since the SPAC's IPO on June 17, 2026. The SPAC completed its IPO on June 17, 2026, raising $230 million (23 million units at $10.00 each, including full exercise of over-allotment) and an additional $6.3 million from private placement warrants. As of June 30, 2026, the trust account holds $230,300,725 ($10.01 per public share, reflecting $300,725 of interest income). Cash outside trust is $811,018, with working capital of $887,151 and no borrowings under working capital loans. Total liabilities are $9,304,514 (including $9.2 million deferred underwriting fees). Shareholders' deficit is $(8,195,141), primarily due to accumulated deficit and the remeasurement of redeemable Class A shares. The SPAC has not yet selected a target and continues to search, focusing on established businesses in emerging markets, especially Latin America and Venezuela. No business combination or extension has been announced; the deadline is June 17, 2028. Why it matters: This is the baseline financial statement post-IPO, establishing trust value per share ($10.01), operating expense run rate ($194,210 in G&A for about two weeks of operations), and sponsor-related compensation (CEO and admin services at $15,000/month each). The filing confirms the SPAC's structure and the absence of any imminent deal. It also discloses that the sponsor has granted 450,000 founder shares to directors and the CEO, contingent on a business combination, with no compensation recognized yet.

What changed: A Joint Filing Agreement (Exhibit 99.1) appended to a Schedule 13G beneficial ownership report, executed on August 12, 2026, by Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross. The exhibit establishes a collaborative filing mechanism under SEC Rule 13d-1(k), permitting the named holders to submit one Schedule 13G covering their respective positions in YICC. Each executing party acknowledges individual responsibility for the timeliness, completeness, and accuracy of information attributed to them, while expressly disclaiming responsibility for the others’ disclosures unless they know or have reason to believe those disclosures are inaccurate. The submitted text contains no share counts, ownership percentages, purchase prices, or stated objectives for accumulating YICC securities. Why it matters: This administrative exhibit does not disclose mechanics relevant to Yorkville International Capital’s redemption schedule, trust value, extension proposals, or business combination timeline. Investors tracking these variables should consult the principal Schedule 13G statement (not provided here) for exact block sizes, voting directives, and any explicit declarations regarding pursuit of a target, conversion of trust interests, or sponsorship renegotiations. Nevertheless, the existence of a coordinated 13G filing suggests unified reporting intent among the signatories, which historically can correlate with aligned views on capital deployment, liquidation preferences, or support for management actions preceding the June 17, 2028 deadline. Absent the primary filing, no actionable changes to redemption calendars, trust accounting, or sponsor conduct are documented in this text.

What changed: A Joint Filing Agreement (Exhibit 99.1) accompanying a Schedule 13G beneficial ownership report, executed by Yorkville International Capital Sponsor, LLC, YA II PN, Ltd., Yorkville Advisors Global, LP, Yorkville Advisors Global II, LLC, and Mark Angelo. The five parties executed the agreement on August 11, 2026, to collectively file the Schedule 13G regarding their beneficial ownership of Class A ordinary shares, $0.0001 par value per share, of Yorkville International Capital Corp. Each Party represented to the others that it qualifies to use Schedule 13G and agreed to bear responsibility for the timely filing, completeness, and accuracy of information concerning itself, as well as for any known inaccuracies concerning the other Parties. Matthew Beckman signed as Authorized Signatory for the four affiliated entities, and Mark Angelo signed individually. The document contains no modifications to shareholder conversion rights, trust administration, target search mandates, or corporate dissolution timelines. Why it matters: This is a standard compliance attachment confirming shared filing liability within the sponsor group rather than an operational or transactional update. It contains zero claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or executive appointments. Because the filing discloses nothing beyond administrative ownership reporting arrangements, it carries no predictive weight for investors tracking the trust account, liquidation horizon, or merger development. The sole mechanical effect is the formalization of joint reporting obligations, which neither accelerates nor delays the public float’s ability to exercise redemption or vote on business combinations.

What changed: A Form 8-K Current Report submitted pursuant to Section 13 or 15(d) of the Exchange Act, filed under Item 8.01 (Other Events), and accompanied by Exhibit 99.1 announcing the commencement of separate trading for Yorkville International Capital Corp.’s publicly listed securities. The filing reports that, commencing July 13, 2026, holders of the initial public offering units may elect to separate them into individually listed Class A ordinary shares (trading as YICC) and redeemable warrants (trading as YICCW) on the Nasdaq Global Market tier, while unseparated units remain listed as YICCU. The document does not modify the trust account, trigger redemption events, announce an extension, or detail any target selection or negotiation progress. Regarding sponsorship posture and deal mechanics, the attached press release states that the company 'has not selected any specific business combination target and has not, nor has anyone on its behalf, engaged in any substantive discussions' for an acquisition. The warrant term specifies an exercise price of $11.50 per share, and shareholders are instructed to have their brokers contact Continental Stock Transfer & Trust Company to execute the split, noting that 'no fractional Warrants will be issued upon separation' and each Unit comprises 'one Class A ordinary share... and one-third of one redeemable warrant'. Why it matters: This procedural listing update increases tradability and price transparency for existing security holders ahead of a potential de-SPAC transaction, but carries no immediate impact on the trust accounting or statutory liquidation window. The press release outlines the sponsor’s commercial roadmap: management intends to focus its search on 'established businesses operating in emerging markets, with a particular emphasis on Latin America and Venezuela.' The filing identifies the personnel executing that strategy as Chief Executive Officer Kevin McGurn, Chief Financial Officer Troy Rillo, Chairman Mark Angelo, and independent directors Owen A. May, Mark Hiltwein, and Jean-Paul Colaco. Because this is a routine exchange administrative action that does not alter capital commitments, require shareholder votes, or accelerate liquidation timelines, it does not represent a material shift in the redemption calendar or capital deployment trajectory, though it necessitates timely broker coordination to avoid forfeiting the entire fractional warrant portion during the break-up.