UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 15, 2026
Yorkville International
Capital Corp.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-43352 |
|
N/A |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1012 Springfield Avenue
Mountainside, NJ 07092
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (201) 985-8300
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant |
|
YICCU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
YICC |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
YICCW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On June 17, 2026, Yorkville
International Capital Corp. (the “Company”) consummated its initial public offering (“IPO”), which
consisted of 23,000,000 units (the “Units”), including the exercise in full by the underwriter of an option to purchase
up to 3,000,000 units to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company
of $230,000,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary
Shares”), of the Company, and one-third of one redeemable warrant (each, a “Warrant”) of the Company, with
each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
| |
· |
An Underwriting Agreement, dated June 15, 2026, by and between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| |
· |
A Warrant Agreement, dated June 15, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| |
· |
An Investment Management Trust Agreement, dated June 15, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| |
· |
A Registration Rights Agreement, dated June 15, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
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· |
A Private Placement Warrants Purchase Agreement, dated June 15, 2026 (the “Sponsor Private Placement Warrants Purchase Agreement”), by and between the Company and Yorkville International Capital Sponsor, LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
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· |
A Private Placement Warrants Purchase Agreement, dated June 15, 2026 (the “Underwriter Private Placement Warrants Purchase Agreement” and, together with the Sponsor Private Placement Warrants Purchase Agreement, the “Private Placement Warrants Purchase Agreements”), by and between the Company and CCM, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| |
· |
A Letter Agreement, dated June 15, 2026, by and among the Company, its officers, its directors, its advisors and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| |
· |
An Administrative Services Agreement, dated June 15, 2026, by and between the Company and our Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
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· |
Indemnity Agreements, dated June 15, 2026, by and between the Company and each Director and executive officer of the Company, a copy of the form of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. |
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing
of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private placement of an aggregate
of 6,300,000 Warrants (the “Private Placement Warrants”) to the Sponsor and CCM, the representative of the underwriters,
at $1.00 per Warrant, each whole Warrant exercisable to purchase one Class A Ordinary Share of the Company. Of those 6,300,000 Private
Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and CCM purchased 2,300,000 Private Placement Warrants.
The Private Placement Warrants are identical to the Warrants included in the Units sold in the IPO, except as otherwise disclosed in the
Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement
Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 16, 2026, in
connection with the IPO, Kevin McGurn, Owen A. May, Mark Hiltwein and John-Paul Colaco (the “New Directors” and, collectively
with Mark Angelo, the “Directors”) were appointed to the board of directors of the Company (the “Board”).
Each of Messrs. May, Hiltwein and Colaco were appointed to the Board’s Audit Committee with Mr. Hiltwein serving as chair
of the Audit Committee. Each of Messrs. May, Hiltwein and Colaco were appointed to the Board’s Compensation Committee, with
Mr. Colaco serving as chair of the Compensation Committee.
On June 15, 2026, the
Company entered into indemnity agreements with each of its directors and officers that require the Company to indemnify each of them to
the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which
they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibits 10.7 to this Current Report on Form 8-K
and incorporated in this Item 5.02 by reference.
Item 5.03. Amendments to Certificate
of Incorporation or Bylaws; Change in Fiscal Year.
On June 17, 2026, in
connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and
Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on June 15,
2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are
incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1
hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $230,000,000,
comprised of certain of the proceeds from the IPO and the sale of the Private Placement Warrants (which amount includes up to $9,200,000
of the underwriter’s deferred discount and commissions), was placed in a U.S.-based trust account maintained by Continental Stock
Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may
be released to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not
be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination,
(ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months
from the closing of the IPO (or by such earlier liquidation date as the Company’s board of directors may approve), subject to applicable
law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend
the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to
redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 24 months from the closing
of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination
activity.
On June 15, 2026, the
Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report
on Form 8-K.
On June 17, 2026, the
Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report
on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated June 15, 2026, by and between the Company and CCM, as representative of the several underwriters. |
| |
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| |
|
| 4.1 |
|
Warrant Agreement, dated June 15, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| |
|
| 10.1 |
|
Investment Management Trust Agreement, June 15, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| |
|
| 10.2 |
|
Registration Rights Agreement, dated June 15, 2026, by and among the Company and certain security holders. |
| |
|
| 10.3 |
|
Private Placement Warrants Purchase Agreement, dated June 15, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.4 |
|
Private Placement Warrants Purchase Agreement, dated June 15, 2026, by and between the Company and CCM. |
| |
|
| 10.5 |
|
Letter Agreement, dated June 15, 2026, by and among the Company, its officers, directors and the Sponsor. |
| |
|
| 10.6 |
|
Administrative Services Agreement, dated June 15, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.7 |
|
Form of Indemnity Agreement |
| |
|
| 99.1 |
|
Press Release, dated June 15, 2026. |
| |
|
| 99.2 |
|
Press
Release, dated June 17, 2026. |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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YORKVILLE INTERNATIONAL CAPITAL CORP. |
| |
|
|
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By: |
/s/ Kevin McGurn |
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Name: |
Kevin McGurn |
| |
Title: |
Chief Executive Officer |
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|
|
| Dated: June 18, 2026 |
|
|
Exhibit 99.1
Yorkville International Capital Corp. Announces
Pricing of $200,000,000 Initial Public Offering
Mountainside, NJ, June 15, 2026 -- Yorkville International Capital
Corp. (the “Company”) announced today the pricing of its initial public offering of 20,000,000 units at $10.00 per unit. The
units are expected to be listed on the Global Market tier of the Nasdaq Stock Market (“Nasdaq”) and trade under the ticker
symbol “YICCU” beginning June 16, 2026. Each unit consists of one Class A ordinary share and one-third of one redeemable
warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject
to certain adjustments. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Once the
securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq
under the symbols “YICC” and “YICCW,” respectively. The underwriter has been granted a 45-day option to purchase
up to an additional 3,000,000 units offered by the Company to cover over-allotments, if any. The offering is expected to close on June 17,
2026, subject to customary closing conditions.
Cohen & Company Capital Markets, a division of Cohen &
Company Securities, LLC (“CCM”), is acting as the sole book-running manager in the offering. Ellenoff Grossman &
Schole LLP is serving as legal counsel to the Company and Harney Westwood & Rigel (Cayman) LLP is serving as Cayman Islands legal
counsel to the Company. Loeb & Loeb LLP is serving as legal counsel to CCM.
A registration statement on Form S-1 (333-295912) relating to
these securities sold in the initial public offering has been filed with the Securities and Exchange Commission (“SEC”) and
was declared effective on June 15, 2026. The offering is being made only by means of a prospectus. Copies of the prospectus may be
obtained, when available, from CCM, Attn: Cohen & Company Capital Markets, 3 Columbus Circle, 24th floor, New York, NY 10019,
by email at capitalmarkets@cohencm.com, or from the SEC website at www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Yorkville International Capital Corp.
The Company is a blank check company incorporated in the Cayman Islands
as an exempted company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization,
or similar business combination with one or more businesses. The Company has not selected any specific business combination target and
has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target
with respect to an initial business combination. While the Company may pursue a business combination target in any business, sector or
geographic location, it intends to focus its search on established businesses operating in emerging markets, with a particular emphasis
on Latin America and Venezuela.
Forward-Looking Statements
This press release includes forward-looking statements that involve
risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly
disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein
to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on
which any statement is based. No assurance can be given that the offering discussed above will be completed on the terms described, or
at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including
those set forth in the Risk Factors section of the registration statement and related preliminary prospectus filed in connection with
the initial public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov.
Contact Information:
Yorkville International Capital Corp.
1012 Springfield Avenue
Mountainside, New Jersey 07092
Kevin McGurn
Chief Executive Officer
Phone : (201) 985-8300
Email : kevin@yorkvilleac.com
Exhibit 99.2
Yorkville
International Capital Corp. Announces Closing of $230,000,000 Initial Public Offering
Mountainside, NJ, June 17, 2026 -- Yorkville International Capital
Corp. (the “Company”) announced today that it closed its initial public offering of 23,000,000 units, including the issuance
of 3,000,000 units as result of the underwriters' exercise of their over-allotment option in full, at $10.00 per unit. The gross proceeds
from the offering were $230 million before deducting underwriting discounts and estimated offering expenses. The units began trading on
the Global Market tier of The Nasdaq Stock Market ("Nasdaq") under the ticker symbol "YICCU" on June 16, 2026.
Each unit consists of one Class A ordinary share and one-third of one
redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share of the Company at a price of $11.50
per share, subject to certain adjustments. No fractional warrants will be issued upon separation of the units and only whole warrants
will trade. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to
be listed on Nasdaq under the symbols "YICC" and "YICCW," respectively.
Cohen & Company Capital Markets, a division of Cohen & Company
Securities, LLC (“CCM”), acted as the sole book-running manager in the offering.
A registration statement on Form S-1 (333-295912) relating to these
securities sold in the initial public offering has been filed with the Securities and Exchange Commission (“SEC”) and was
declared effective on June 15, 2026. The offering was made by means of a prospectus. Copies of the prospectus may be obtained from CCM,
Attn: Cohen & Company Capital Markets, 3 Columbus Circle, 24th floor, New York, NY 10019, by email at capitalmarkets@cohencm.com,
or from the SEC website at www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Yorkville International Capital Corp.
The Company is a blank check company incorporated in the Cayman Islands
as an exempted company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization,
or similar business combination with one or more businesses. The Company has not selected any specific business combination target and
has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target
with respect to an initial business combination. While the Company may pursue a business combination target in any business, sector or
geographic location, it intends to focus its search on established businesses operating in emerging markets, with a particular emphasis
on Latin America and Venezuela.
Forward-Looking Statements
This press release includes forward-looking statements that involve
risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly
disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein
to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on
which any statement is based. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the
Company, including those set forth in the Risk Factors section of the registration statement and related final prospectus filed in connection
with the initial public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov.
Contact Information:
Yorkville International Capital Corp.
1012 Springfield Avenue
Mountainside, New Jersey 07092
Kevin McGurn
Chief Executive Officer
Phone : (201) 985-8300
Email : kevin@yorkvilleac.com