{"url_path":"/sec/cik-0002130386/8-k/2026-06-18/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/2130386/0001104659-26-075825-index.html","accession_number":"0001104659-26-075825","cik":"0002130386","ticker":null,"issuer_name":"Yorkville International Capital Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2130386/0001104659-26-075825-index.html","primary_entity_key":"0002130386","primary_entity_name":"Yorkville International Capital Corp."},"word_count":873,"has_tables":true,"body_markdown":"**Item 5.02. Departure of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\nOn June 16, 2026, in\nconnection with the IPO, Kevin McGurn, Owen A. May, Mark Hiltwein and John-Paul Colaco (the “New Directors” and, collectively\nwith Mark Angelo, the “Directors”) were appointed to the board of directors of the Company (the “Board”).\nEach of Messrs. May, Hiltwein and Colaco were appointed to the Board’s Audit Committee with Mr. Hiltwein serving as chair\nof the Audit Committee. Each of Messrs. May, Hiltwein and Colaco were appointed to the Board’s Compensation Committee, with\nMr. Colaco serving as chair of the Compensation Committee.\n\nOn June 15, 2026, the\nCompany entered into indemnity agreements with each of its directors and officers that require the Company to indemnify each of them to\nthe fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which\nthey could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified\nin 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\nand incorporated in this Item 5.02 by reference.\n\n**Item 5.03. Amendments to Certificate\nof Incorporation or Bylaws; Change in Fiscal Year.**\n\nOn June 17, 2026, in\nconnection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and\nRestated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on June 15,\n2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are\nincorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1\nhereto and incorporated herein by reference.\n\n**Item 8.01. Other Events.**\n\nA total of $230,000,000,\ncomprised of certain of the proceeds from the IPO and the sale of the Private Placement Warrants (which amount includes up to $9,200,000\nof the underwriter’s deferred discount and commissions), was placed in a U.S.-based trust account maintained by Continental Stock\nTransfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may\nbe released to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not\nbe released from the trust account until the earliest of (i) the completion of the Company’s initial business combination,\n(ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months\nfrom the closing of the IPO (or by such earlier liquidation date as the Company’s board of directors may approve), subject to applicable\nlaw, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend\nthe Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to\nredeem 100% of the Company’s public shares if it has not consummated an initial business combination within 24 months from the closing\nof the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination\nactivity.\n\nOn June 15, 2026, the\nCompany issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report\non Form 8-K.\n\nOn June 17, 2026, the\nCompany issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report\non Form 8-K.\n\n**Item 9.01 Financial Statements and Exhibits.**\n\n(d) Exhibits\n\nThe following exhibits are being filed herewith:\n\n**Exhibit No.**\n\n**Description**\n\n[1.1](tm2618121d1_ex1-1.htm)\n\n[Underwriting Agreement, dated June 15, 2026, by and between the Company and CCM, as representative of the several underwriters.](tm2618121d1_ex1-1.htm)\n\n[3.1](tm2618121d1_ex3-1.htm)\n\n[Amended and Restated Memorandum and Articles of Association of the Company.](tm2618121d1_ex3-1.htm)\n\n[4.1](tm2618121d1_ex4-1.htm)\n\n[Warrant Agreement, dated June 15, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.](tm2618121d1_ex4-1.htm)\n\n[10.1](tm2618121d1_ex10-1.htm)\n\n[Investment Management Trust Agreement, June 15, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.](tm2618121d1_ex10-1.htm)\n\n[10.2](tm2618121d1_ex10-2.htm)\n\n[Registration Rights Agreement, dated June 15, 2026, by and among the Company and certain security holders.](tm2618121d1_ex10-2.htm)\n\n[10.3](tm2618121d1_ex10-3.htm)\n\n[Private Placement Warrants Purchase Agreement, dated June 15, 2026, by and between the Company and the Sponsor.](tm2618121d1_ex10-3.htm)\n\n[10.4](tm2618121d1_ex10-4.htm)\n\n[Private Placement Warrants Purchase Agreement, dated June 15, 2026, by and between the Company and CCM.](tm2618121d1_ex10-4.htm)\n\n[10.5](tm2618121d1_ex10-5.htm)\n\n[Letter Agreement, dated June 15, 2026, by and among the Company, its officers, directors and the Sponsor.](tm2618121d1_ex10-5.htm)\n\n[10.6](tm2618121d1_ex10-6.htm)\n\n[Administrative Services Agreement, dated June 15, 2026, by and between the Company and the Sponsor.](tm2618121d1_ex10-6.htm)\n\n[10.7](tm2618121d1_ex10-7.htm)\n\n[Form of Indemnity Agreement](tm2618121d1_ex10-7.htm)\n\n[99.1](tm2618121d1_ex99-1.htm)\n\n[Press Release, dated June 15, 2026.](tm2618121d1_ex99-1.htm)\n\n[99.2](tm2618121d1_ex99-2.htm)\n\n[Press\nRelease, dated June 17, 2026.](tm2618121d1_ex99-2.htm)\n\n3\n\n**SIGNATURE**\n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto\nduly authorized.\n\n**YORKVILLE INTERNATIONAL CAPITAL CORP.**\n\nBy:\n/s/ Kevin McGurn\n\nName:\nKevin McGurn\n\nTitle:\nChief Executive Officer\n\nDated: June 18, 2026"}