Adage Capital Management, L.P. and related reporting persons disclosed a significant passive stake in Yorkville International Capital Corp. They report beneficial ownership of 1,800,000 Class A Ordinary Shares of Yorkville International Capital Corp., a Cayman Islands exempted company. Based on 23,000,000 Class A Ordinary Shares outstanding as of June 17, 2026, this represents 7.83% of the class. The shares are held by Adage Capital Partners, L.P., with no sole voting or dispositive power but shared voting and shared dispositive power over 1,800,000 shares attributed to Adage Capital Management, L.P., and its managing members Robert Atchinson and Phillip Gross. The reporting persons state that the filing should not itself be construed as an admission of beneficial ownership beyond what is reported.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:1,800,000 Class A Ordinary SharesPercent of class:7.83%Shares outstanding:23,000,000 Class A Ordinary Shares+2 more
5 metrics
Shares beneficially owned1,800,000 Class A Ordinary SharesReported by each Reporting Person in Row 9 of the cover page
Percent of class7.83%Based on 23,000,000 Class A Ordinary Shares outstanding as of June 17, 2026
Shares outstanding23,000,000 Class A Ordinary SharesOutstanding as of June 17, 2026 after offering and full over-allotment exercise
Shared voting power1,800,000 sharesShared voting power for each Reporting Person; no sole voting power
Shared dispositive power1,800,000 sharesShared dispositive power for each Reporting Person; no sole dispositive power
"The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerfinancial
"Shared Voting Power 1,800,000.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
dispositive powerfinancial
"Shared Dispositive Power 1,800,000.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
over-allotment optionfinancial
"after giving effect to the completion of the offering and the full exercise of the underwriters' over-allotment option"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
Class A Ordinary Sharesfinancial
"Class A ordinary shares, par value $0.0001 per share"
Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.
FAQ
What percentage of Yorkville International Capital Corp. (YICC) does Adage Capital report owning?
Adage Capital and related reporting persons report beneficial ownership of 7.83% of Yorkville International Capital Corp.’s Class A Ordinary Shares, based on 23,000,000 shares outstanding as of June 17, 2026.
How many Yorkville International Capital Corp. (YICC) shares are reported by Adage Capital?
The reporting persons disclose beneficial ownership of 1,800,000 Class A Ordinary Shares of Yorkville International Capital Corp., all held through Adage Capital Partners, L.P. with shared voting and dispositive power over these shares.
What is the ownership structure behind Adage Capital’s stake in YICC?
The 1,800,000 shares are directly held by Adage Capital Partners, L.P., with Adage Capital Management, L.P. as investment manager and Robert Atchinson and Phillip Gross as managing members of related general partner and advisor entities.
Does Adage Capital have sole or shared voting power over its YICC shares?
The reporting persons indicate 0 shares with sole voting power and 1,800,000 shares with shared voting power, matching their shared dispositive power over the same 1,800,000 Class A Ordinary Shares.
On what share count is Adage Capital’s 7.83% YICC ownership based?
The 7.83% figure is calculated using 23,000,000 Class A Ordinary Shares outstanding as of June 17, 2026, after completion of Yorkville International Capital Corp.’s offering and full exercise of the underwriters’ over-allotment option.
Who are the individual reporting persons in the YICC Schedule 13G filing?
The individual reporting persons are Robert Atchinson and Phillip Gross, each a U.S. citizen and managing member of the entities that serve as general partners and advisors to Adage Capital Partners, L.P. and Adage Capital Management, L.P.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Yorkville International Capital Corp.
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G98665104
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G98665104
1
Names of Reporting Persons
Adage Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,800,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,800,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.83 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
G98665104
1
Names of Reporting Persons
Robert Atchinson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,800,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,800,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.83 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G98665104
1
Names of Reporting Persons
Phillip Gross
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,800,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,800,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.83 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Yorkville International Capital Corp.
(b)
Address of issuer's principal executive offices:
1012 Springfield Avenue, Mountainside, NJ 07092
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") of Yorkville International Capital Corp., a Cayman Islands exempted company (the "Company") directly held by ACP;
(ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP, and (2) managing member of Adage Capital Partners, L.L.C., a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP; and
(iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP, and (2) managing member of ACPLLC, general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)
Citizenship:
ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP Number(s):
G98665104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 23,000,000 Class A Ordinary Shares outstanding as of June 17, 2026, as reported in Company's Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on June 16, 2026 and in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2026, after giving effect to the completion of the offering and the full exercise of the underwriters' over-allotment option, all as described therein.
(b)
Percent of class:
7.83%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Adage Capital Management, L.P.
Signature:
/s/ Robert Atchinson
Name/Title:
By: Adage Capital Partners, L.L.C., its General Partner, By: Robert Atchinson, its Managing Member