As filed with the Securities and Exchange
Commission on September 23, 2026
Securities
Act File No. 333-289446
Investment
Company Act File No. 811-24113
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
| | REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 | ☒ |
| | Pre-Effective Amendment No. 8 | ☒ |
| | Post-Effective Amendment No. | ☐ |
| | And | |
| | REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 | ☒ |
| | Amendment No. 8 | ☒ |
IVES ULTRA AI OPPORTUNITIES INC.
(Exact Name of Registrant as Specified in Charter)
600 California Street, 11th Floor
San Francisco, CA 94108
(Address of Principal Executive Offices)
(415) 349-3488
(Registrant’s Telephone Number, including Area Code)
Edward Leathers
600 California Street, 11th Floor
San Francisco, CA 94108
(Name and Address of Agent for Service)
WITH COPIES TO:
| Owen J. Pinkerton, Esq. |
|
Mitchell S. Nussbaum, Esq. |
| Krisztina Nadasdy, Esq. |
|
Angela M. Dowd, Esq. |
| Eversheds Sutherland (US) LLP |
|
Loeb & Loeb LLP |
| 700 Sixth Street, NW |
|
345 Park Avenue |
| Washington, DC 20001 |
|
New York, New York 10154 |
| Tel: (202) 383-0100 |
|
Tel: (212) 407-4000 |
| Fax: (202) 637-3593 |
|
Fax: (212) 407-4990 |
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION
STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES
ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE U.S. SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
Approximate date of proposed
public offering: As soon as practicable after the effective date of this Registration Statement.
Check box if the only securities
being registered on this Form are being offered pursuant to dividend or interest reinvestment plans. ☐
Check box if any securities
being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities
Act of 1933 (the “Securities Act”), other than securities offered in connection with dividend or interest reinvestment plans. ☐
Check box if this Form is
a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto. ☐
Check box if this Form is
a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act. ☐
Check box if this Form is
a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act. ☐
| | It is proposed that this filing will become effective (check appropriate box): |
| | |
| | ☐ | | when declared effective pursuant to section 8(c) of the Securities Act. |
| | | | |
| | Check each box that appropriately characterizes the Registrant: |
| | |
| | ☑ | | Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (the “1940 Act”)). |
| | | | |
| | ☐ | | Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the 1940 Act). |
| | | | |
| | ☐ | | Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the 1940 Act). |
| | | | |
| | ☐ | | A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). |
| | | | |
| | ☐ | | Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). |
| | | | |
| | ☐ | | Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934) (the “Exchange Act”). |
| | | | |
| | ☐ | | If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. |
| | | | |
| | ☑ | | New Registrant (registered or regulated under the 1940 Act for less than 12 calendar months preceding this filing). |
EXPLANATORY NOTE
The purpose of this
Pre-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-289446 and 811-24113) (the
“Registration Statement”) is to file an exhibit set forth in Item 25 to Part C of this Registration Statement. Accordingly,
this Pre-Effective Amendment No. 8 consists only of a facing page, this explanatory note and Part C of the Registration Statement. The
Preliminary Prospectus and Statement of Additional Information, in the form filed on September 22, 2026 with Pre-Effective Amendment
No. 7 to the Registration Statement, is unmodified and incorporated by reference herein.
PART C
Other Information
ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS
| Part A: |
|
None |
| Part B: |
|
Statement of Assets and Liabilities as of June 30, 2026 (Unaudited) |
|
|
Statement of Operations for the period February 5, 2026 (Seed
Date) through June 30, 2026 (Unaudited) |
|
|
Statement of Assets and Liabilities as of February 5, 2026 |
| |
|
Statement of Operations for the One Day Ended February 5, 2026 |
| |
|
Report of Independent Registered Public Accounting Firm |
| (a) |
|
Articles
of Amendment(5) |
| (b) |
|
Amended and Restated Bylaws(5) |
| (c) |
|
Not Applicable |
| (d) |
|
Not Applicable |
| (e)(1) |
|
Dividend Reinvestment Plan(2) |
| (f) |
|
Not Applicable |
| (g) |
|
Form of Investment Advisory
Agreement(2) |
| (h) |
|
Form
of Underwriting Agreement(5) |
| (i) |
|
Not Applicable |
| (j)(1) |
|
Custody Agreement(2) |
| (j)(2) |
|
Form
of Investment Management Trust Agreement(5) |
| (k)(1) |
|
Fund Accounting Servicing
Agreement(2) |
| (k)(2) |
|
Fund Administration Servicing
Agreement(2) |
| (k)(3) |
|
Transfer Agency Servicing
Agreement(2) |
| (k)(4) |
|
Form of Indemnification Agreement(2) |
| (k)(5) |
|
Tender Offer Policy(6) |
| (k)(6) |
|
Contribution and Reimbursement
Agreement(6) |
| (k)(7) |
|
Trademark
License Agreement by and among Yorkville Ives & Co., Ives Ultra Capital Management LLC and Ives Ultra AI Opportunities Inc.(5) |
| (l) |
|
Opinion and Consent of Miles
& Stockbridge P.C.(4) |
| (m) |
|
Not applicable |
| (n)(1) |
|
Consent of Independent Registered Public Accounting Firm(6) |
| (o) |
|
Not applicable |
| (p) |
|
Not applicable |
| (q) |
|
Not applicable |
| (r)(1) |
|
Code of Ethics of the Registrant(2) |
| (r)(2) |
|
Code of Ethics of the Adviser(2) |
| (s) |
|
Filing Fee Table* |
| (t) |
|
Power of Attorney(2) |
| ** | To be filed by
amendment. |
| (1) | Incorporated
by reference to the Registrant’s Registration Statement on Form N-2 (File No. 333-289446),
filed with the SEC on August 8, 2025. |
| (2) | Incorporated by reference to Pre-Effective Amendment No.1 to
the Registrant’s Registration Statement on Form N-2 (File No. 333-289446), filed with
the SEC on March 2, 2026. |
| (3) | Incorporated by reference to Pre-Effective Amendment No.
4 to the Registrant’s Registration Statement on Form N-2 (File No. 333-289446), filed
with the SEC on June 15, 2026. |
| (4) | Incorporated by reference to Pre-Effective Amendment No.
5 to the Registrant’s Registration Statement on Form N-2 (File No. 333-289446), filed
with the SEC on July 30, 2026. |
| (5) |
Incorporated by reference to Pre-Effective Amendment No. 6 to the Registrant’s
Registration Statement on Form N-2 (File No. 333-289446), filed with the SEC on September 3, 2026. |
| (6) |
Incorporated by reference to Pre-Effective Amendment
No. 6 to the Registrant’s Registration Statement on Form N-2 (File No. 333-289446), filed with the SEC on September 22, 2026. |
Item 26. Marketing Arrangements
The information contained
under the heading “Underwriting” in the prospectus that forms part of this Registration Statement is incorporated herein
by reference.
Item 27. Other Expenses of Issuance and Distribution
| |
|
Amount in dollars |
|
| U.S. Securities and Exchange Commission registration fee |
|
$ |
27,620 |
|
| FINRA Filing Fee |
|
|
30,500 |
|
| Exchange listing fees |
|
|
20,000 |
|
| Printing expenses |
|
|
15,000 |
|
| Legal fees and expenses |
|
|
350,000 |
|
| Accounting fees and expenses |
|
|
15,000 |
|
| Miscellaneous |
|
|
33,500 |
|
| Total |
|
$ |
491,620 |
|
All of the expenses set forth above
will be borne by the Registrant. Note: Except for the SEC registration fee, FINRA filing fee and the Exchange listing fee, all listed
amounts are estimates.
Item 28. Persons Controlled by or Under Common Control
The information contained
under the headings “The Company,” “Management,” “Related-Party Transactions and Certain Relationships”
and “Control Persons and Principal Shareholders” in this Registration Statement is incorporated herein by reference.
Item 29. Number of Holders of Securities
The following table sets
forth the approximate number of record holders of our common stock as of September 21, 2026.
| Title of Class |
|
Number of
Record Holders |
| Common Stock |
|
1 |
Item 30. Indemnification
Section 2-418 of the Maryland
General Corporation Law allows for the indemnification of officers, directors and any corporate agents in terms sufficiently broad to
indemnify these persons under certain circumstances for liabilities, including reimbursement for expenses, incurred arising under the
Securities Act. Our certificate of incorporation and bylaws provide that we shall indemnify our directors and officers to the fullest
extent authorized or permitted by law and this right to indemnification shall continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that,
except for proceedings to enforce rights to indemnification, we are not obligated to indemnify any director or officer (or his or her
heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by the person unless
the proceeding (or part thereof) was authorized or consented to by the Board. The right to indemnification conferred includes the right
to be paid by us the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition.
So long as we are regulated
under the 1940 Act, the above indemnification is limited by the 1940 Act or by any valid rule, regulation or order of the SEC thereunder.
The 1940 Act provides, among other things, that a company may not indemnify any director or officer against liability to it or its security
holders to which he or she might otherwise be subject by reason of his or her willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office unless a determination is made by final decision of a court, by
vote of a majority of a quorum of directors who are disinterested, non-party directors or by independent legal counsel that the liability
for which indemnification is sought did not arise out of the foregoing conduct.
The Adviser and its affiliates
(each, an “Indemnitee”) are not liable to us for (i) mistakes of judgment or for action or inaction that such person reasonably
believed to be in our best interests absent such Indemnitee’s gross negligence, knowing and willful misconduct, or fraud or (ii)
losses or expenses due to mistakes of judgment, action or inaction, or the negligence, dishonesty or bad faith of any broker or other
agent of the Company who is not an affiliate of such Indemnitee, provided that such person was selected, engaged or retained without
gross negligence, willful misconduct, or fraud.
We will indemnify each Indemnitee
against any liabilities relating to the offering of our common stock or our business, operation, administration or termination, if the
Indemnitee acted in good faith and in a manner it believed to be in, or not opposed to, our interests and except to the extent arising
out of the Indemnitee’s gross negligence, fraud or knowing and willful misconduct. We may pay the expenses incurred by the Indemnitee
in defending an actual or threatened civil or criminal action in advance of the final disposition of such action, provided the Indemnitee
agrees to repay those expenses if found by adjudication not to be entitled to indemnification.
Insofar as indemnification
for liability arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of Investment Adviser.
A description of any other
business, profession, vocation or employment of a substantial nature in which the Adviser, and each managing director, director or executive
officer of the Adviser, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of
director, officer, employee, partner or trustee, is set forth in this Registration Statement in the sections entitled “The Company,”
“Management” and “Management and Other Agreements.” Additional information regarding the Adviser and its officers
is set forth in its Form ADV, filed with the SEC (SEC File No. 801-135188), and is incorporated herein by reference.
Item 32. Location of Accounts and Records.
All accounts, books and
other documents required to be maintained by Section 31(a) of the 1940 Act, and the rules thereunder are maintained at the offices of:
| (1) | the Registrant,
Ives Ultra AI Opportunities Inc., 600 California Street, 11th Floor, San Francisco, CA 94108; |
| (2) | the Transfer
Agent, 150 Royall Street, Canton, Massachusetts 02021; |
| (3) | the Custodian,
5065 Wooster Road, Cincinnati, Ohio 45226; and |
| (4) | the Adviser,
Ives Ultra Capital Management LLC, 600 California Street, 11th Floor, San Francisco, CA 94108. |
Item 33. Management Services
Not Applicable.
Item 34. Undertakings
| (1) | We undertake
to suspend the offering of shares until the prospectus is amended if (1) subsequent to the
effective date of its registration statement, the net asset value declines more than 10%
from its net asset value as of the effective date of the registration statement; or (2) the
net asset value increases to an amount greater than the net proceeds as stated in the prospectus. |
| (a) | For the purpose
of determining any liability under the Securities Act, the information omitted from the form
of prospectus filed as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by us pursuant to Rule 424(b)(1) under the Securities
Act shall be deemed to be part of this registration statement as of the time it was declared
effective. |
| (b) | For the purpose
of determining any liability under the Securities Act, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
| (6) | Insofar as
indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue. |
| (7) | We undertake
to send by first class mail or other means designed to ensure equally prompt delivery, within
two business days of receipt of a written or oral request, any prospectus or Statement of
Additional Information. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933 and the Investment Company Act of 1940 the Registrant has duly caused this Registration Statement on Form
N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, and the State of California
on the 23rd day of September, 2026.
| |
Ives Ultra AI Opportunities Inc. |
| |
|
| |
By: |
/s/ Edward Leathers |
| |
Name: |
Edward Leathers |
| |
Title: |
Director |
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on September
23, 2026.
| Signature |
|
Title |
| |
|
|
| /s/ Edward Leathers |
|
Director, President and Treasurer (Principal Executive Officer) |
| Edward Leathers |
|
|
| |
|
|
| * |
|
Director |
| Jeffrey Leathers |
|
|
| |
|
|
| * |
|
Director |
| Daniel Lee |
|
|
| |
|
|
| * |
|
Director |
Renée
Motley |
|
|
| |
|
|
| * |
|
Director |
Andrew Fleiss |
|
|
| |
|
|
| /s/ Daniel Hess |
|
Principal Financial Officer |
Daniel Hess |
|
|
| |
|
|
| /s/ Edward Leathers |
|
|
Edward Leathers, Attorney-in-Fact, pursuant to a
power of attorney filed as Exhibit (t) to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2,
as filed with the SEC on March 2, 2026, and incorporated herein by reference.
N-2/A
No
0002077345
true
0002077345
2026-09-23
2026-09-23
0002077345
dei:BusinessContactMember
2026-09-23
2026-09-23
