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Mark Angelo (YICCU) discloses direct and sponsor-held Class B founder shares

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Yorkville International Capital Corp. director and 10% owner Mark Angelo has filed an initial statement of holdings. The filing reports Class B ordinary shares that are convertible into Class A ordinary shares on a one-for-one basis in connection with the company’s initial business combination or earlier at the holder’s option.

Angelo holds 150,000 Class B ordinary shares directly under a subscription agreement with the issuer and is associated with a further 15,033,000 Class B ordinary shares held by Yorkville International Capital Sponsor, LLC under a separate subscription agreement. Through Yorkville Advisors entities, he has voting and investment discretion over the Sponsor’s shares but disclaims beneficial ownership beyond any pecuniary interest.

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Insider ANGELO MARK
Role Director, 10% Owner
Type Security Shares Price Value
holding Class B Ordinary Shares -- -- --
holding Class B Ordinary Shares -- -- --
Holdings After Transaction: Class B Ordinary Shares — 150,000 shares (Direct); Class B Ordinary Shares — 15,033,000 shares (Indirect, See Footnote)
Footnotes (4)
  1. F1. As described in the registration statement on Form S-1 (File No. 333-295912) of Yorkville International Capital Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
  2. F2. Representing 150,000 Class B ordinary shares held by Mark Angelo directly, which were acquired pursuant to a subscription agreement by and between Mr. Angelo and the Issuer.
  3. F3. These Class B ordinary shares are held by Yorkville International Capital Sponsor, LLC (the "Sponsor") and were acquired pursuant to a subscription agreement by and between the Sponsor and the Issuer.
  4. F4. Yorkville Advisors Global, LP ("Yorkville LP") is the manager of the Sponsor. Yorkville Advisors Global II, LLC ("Yorkville LLC") is the General Partner of Yorkville LP. Mr. Angelo, as the managing member of Yorkville LLC, holds voting and investment discretion with respect to the Class B ordinary shares held of record by the Sponsor and may be deemed to have beneficial ownership of the Class B ordinary shares held by the Sponsor. Mr. Angelo disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Direct Class B holdings 150,000 shares Class B ordinary shares held directly by Mark Angelo
Indirect Class B holdings 15,033,000 shares Class B ordinary shares held by Yorkville International Capital Sponsor, LLC
Conversion ratio 1-for-1 Class B ordinary shares convert into Class A ordinary shares
Exercise price $0.0000 per share Conversion/exercise price for Class B into Class A ordinary shares
Class B ordinary shares financial
"The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
Founder Shares financial
"under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert"
Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.
initial business combination financial
"will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
beneficial ownership financial
"may be deemed to have beneficial ownership of the Class B ordinary shares held by the Sponsor"
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.
subscription agreement financial
"were acquired pursuant to a subscription agreement by and between the Sponsor and the Issuer"
A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

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FAQ

What does Mark Angelo report owning in Yorkville International Capital Corp. (YICCU) on this Form 3?

Mark Angelo reports holdings of Class B ordinary shares of Yorkville International Capital Corp. These include 150,000 shares held directly and a much larger block held indirectly through the Sponsor entity, all convertible into Class A ordinary shares on a one-for-one basis.

How many Yorkville (YICCU) Class B shares does Mark Angelo hold directly and indirectly?

The filing shows 150,000 Class B ordinary shares held directly by Mark Angelo. In addition, 15,033,000 Class B ordinary shares are held indirectly through Yorkville International Capital Sponsor, LLC, over which related Yorkville entities have voting and investment discretion.

How are Yorkville (YICCU) Class B ordinary shares described in relation to founder shares?

The Class B ordinary shares are described under the “Founder Shares” section of Yorkville’s registration statement. They are founder-class equity that automatically convert into Class A ordinary shares at the initial business combination or earlier at the holder’s option, subject to certain adjustments.

When do Yorkville (YICCU) Class B ordinary shares convert into Class A ordinary shares?

The filing states that Class B ordinary shares automatically convert into Class A ordinary shares at the time of Yorkville’s initial business combination, or earlier at the holder’s option, on a one-for-one basis, subject to adjustments. The Class B ordinary shares have no expiration date.

What role does Yorkville International Capital Sponsor, LLC play in Angelo’s YICCU holdings?

Yorkville International Capital Sponsor, LLC holds Class B ordinary shares acquired under a subscription agreement with the issuer. Yorkville Advisors entities manage the Sponsor, and Angelo, as managing member of Yorkville LLC, has voting and investment discretion over these shares, subject to a beneficial ownership disclaimer.

Does Mark Angelo fully acknowledge beneficial ownership of all YICCU shares held by the Sponsor?

No. The filing explains that Mark Angelo may be deemed to have beneficial ownership of Class B ordinary shares held by the Sponsor because of his control role, but he expressly disclaims beneficial ownership except to the extent of any pecuniary interest he has in those securities.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
ANGELO MARK

(Last)(First)(Middle)
C/O YORKVILLE INTERNATIONAL CAPITAL CORP
1012 SPRINGFIELD AVENUE

(Street)
MOUNTAINSIDE NEW JERSEY 07092

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2026
3. Issuer Name and Ticker or Trading Symbol
Yorkville International Capital Corp. [ YICC ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Ordinary Shares(1) (1) (1)Class A Ordinary Shares150,000(1)(2)(1)D(2)
Class B Ordinary Shares(1) (1) (1)Class A Ordinary Shares15,033,000(1)(3)(4)(1)ISee Footnote(4)
Explanation of Responses:
1. As described in the registration statement on Form S-1 (File No. 333-295912) of Yorkville International Capital Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
2. Representing 150,000 Class B ordinary shares held by Mark Angelo directly, which were acquired pursuant to a subscription agreement by and between Mr. Angelo and the Issuer.
3. These Class B ordinary shares are held by Yorkville International Capital Sponsor, LLC (the "Sponsor") and were acquired pursuant to a subscription agreement by and between the Sponsor and the Issuer.
4. Yorkville Advisors Global, LP ("Yorkville LP") is the manager of the Sponsor. Yorkville Advisors Global II, LLC ("Yorkville LLC") is the General Partner of Yorkville LP. Mr. Angelo, as the managing member of Yorkville LLC, holds voting and investment discretion with respect to the Class B ordinary shares held of record by the Sponsor and may be deemed to have beneficial ownership of the Class B ordinary shares held by the Sponsor. Mr. Angelo disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
/s/ Mark Angelo06/15/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)