Ives Ultra AI Opportunities Raises $200M in NYSE IPO at $10 a Share

Ives Ultra AI Opportunities Inc. priced its initial public offering of 20,000,000 shares of common stock at $10.00 per share on September 30, 2026, a $200 million offering, according to the company’s announcement. The shares were expected to begin trading on the New York Stock Exchange the same day, and the offering was expected to close on October 1, 2026, subject to customary closing conditions.

Cohen & Company Capital Markets, Inc., a division of Cohen & Company Securities, LLC, acted as sole bookrunner for the offering. The company granted the underwriter an option, exercisable within 45 days after closing, to purchase up to 3,000,000 additional shares to cover over-allotments. A registration statement on Form N-2 relating to the securities was declared effective on September 29, 2026, and a separate registration statement filed under Rule 462(b), which registers additional shares for an already effective offering, was signed the same day. The preliminary prospectus is dated September 28, 2026.

Offering Costs and Proceeds

According to the prospectus, the underwriter will be paid a sales load of up to $14,000,000, equal to 7.0% of gross proceeds, or $0.70 per share. At closing, the underwriter will deduct an upfront fee of $2,000,000, equal to 1.0% of gross proceeds; the remaining 6.0% is a deferred fee payable only on shares that remain outstanding following completion of the tender offer described below. The company estimates offering expenses of approximately $729,129 and net proceeds of approximately $186,000,000.

Five million shares of common stock were outstanding before the offering, and 25,000,000 shares will be outstanding upon completion, or 28,000,000 if the over-allotment option is exercised in full. The offered shares are expected to represent 80.0% of the company’s outstanding voting securities.

Mandatory Tender Offer and Trust Account

The fund operates under a Tender Offer Policy, approved by the independent members of its Board of Directors, under which it must successfully complete a tender offer within the first 12 months following the IPO to repurchase shares of its common stock at what the company calls Redemption Value, defined as the assets in the fund’s trust account divided by the number of unrestricted shares outstanding. The fund’s website lists the Redemption Value at $10.00 as of September 30, 2026. The tender offer will be conducted in compliance with Rule 13e-4, the SEC’s issuer tender offer rule, and will be open to all holders of the company’s common stock. The policy’s requirements may not be amended, modified or waived without approval of the board and of holders of a majority of outstanding shares held by persons other than the Adviser and its affiliates.

Until a qualifying tender offer is completed, IPO proceeds will sit in an interest-bearing trust account maintained by U.S. Bank N.A. as trustee, invested exclusively in money market funds, and can be released only upon completion of that tender offer; only afterward will the remaining proceeds be invested under the fund’s strategy. The prospectus states the policy is intended to mitigate the tendency of newly listed closed-end funds to trade at discounts to net asset value while their portfolios are being assembled. The fund intends to complete its tender offer and invest the net proceeds in accordance with its 80% AI investment policy within the 180-consecutive-day launch period permitted for a new fund under Rule 35d-1, the SEC’s fund names rule; if the company determines it cannot comply by the end of that period, it will take actions that may include removing “AI” from its name.

Under a contribution and reimbursement agreement, the Adviser will contribute a $5,000,000 reserve at closing, plus a further $3,000,000 if no qualifying tender offer is completed within six months after the offering. Each month until the tender offer is completed, the company will pay from that reserve into the trust account a fixed amount equivalent to an annualized 2.50% of offering proceeds, estimated at $416,666.67 — an arrangement the prospectus says is designed to keep the trust account holding at least 100% of offering proceeds, so that tendering shareholders receive at least 100% of their investment. The fund’s 2.00% annual management fee on average gross assets accrues but is not payable unless and until the tender offer is completed. On its website, the fund cites the prospectus estimate of total annual expenses at 3.10% of net assets, comprising the 2.00% management fee, 0.15% in acquired fund fees and expenses, and 0.95% in other expenses.

Adviser Ownership and Governance

Investment adviser Ives Ultra Capital Management LLC is an SEC-registered investment adviser. On September 2, 2026, YA II PN Ltd., an affiliate of Yorkville Ives & Co., acquired a 49.9% ownership interest in the Adviser; in connection with that transaction, the Adviser changed its name from Ultra Capital Management LLC, and the company changed its name from Ultra AI Opportunities Inc. The prospectus states that Yorkville Advisors Global, LP, which controls the investment decisions of YA II PN Ltd. and is controlled by Mark Angelo, has no involvement in the fund’s investment decisions and is not acting as a sub-adviser.

Dan Ives serves as chairman of the Adviser’s board of managers and is partner and senior managing director, analyst, at Yorkville Ives & Co.; he is not the fund’s portfolio manager and does not serve on the Adviser’s Investment Committee, which selects the fund’s investments and currently consists solely of Edward Leathers. Jeff Leathers is CEO of the Adviser, and Ed Leathers, CFA, the fund’s portfolio manager, also sits on the Adviser’s board of managers. On the signature page of the Rule 462(b) filing, Edward Leathers signed as the fund’s director, chief executive officer, president and secretary, and Daniel Hess as principal financial officer and treasurer; Jeffrey Leathers, Daniel Lee, Renée Motley and Andrew Fleiss are listed as directors. The fund’s five-member board includes independent directors Motley, Fleiss and Lee.

Investment Policy and Registration History

Under normal circumstances, the fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in companies whose primary business is AI or AI infrastructure, primarily through equity and equity-related securities of late-stage private companies in the United States and, to a lesser extent, abroad, with an objective of maximizing total return principally through capital gains. The company describes itself as the first publicly listed closed-end investment fund dedicated to providing public market investors with access to private AI companies.

To build positions, the prospectus lists secondary trading platforms, direct purchases from existing shareholders, primary funding rounds, special purpose vehicles in which the fund expects to hold minority, non-controlling interests, and prepaid forward contracts. Investments in private funds are expected to constitute less than 15% of net assets, and the fund generally seeks to limit each portfolio company to no more than 20% of net assets at the time of purchase. The fund will publish its net asset value and portfolio-exposure information on its website at least monthly, and underlying portfolio-company holdings at least quarterly on up to a 60-day lag.

SEC filing records show the company filed its initial registration statement and notice of registration on August 8, 2025 under its former name, Ultra AI Opportunities Inc., and filed nine pre-effective amendments, the final one on September 28, 2026, before the registration was declared effective on September 29, 2026. A New York Stock Exchange certification and a Form 8-A exchange registration were filed on September 25, 2026. The Maryland-domiciled company is a non-diversified, closed-end management investment company and intends to elect regulated investment company tax treatment beginning with its first full taxable year.

The fund’s News and Resources page lists U.S. Bank for fund administration, custody and trust, Computershare as transfer agent, Cohen & Co. as auditor and Eversheds Sutherland as counsel, at a San Francisco headquarters on California Street. The prospectus cautions that the company has no operating history, that the Adviser has no prior experience managing a registered closed-end investment company, and that shares of closed-end investment companies frequently trade at a discount to their net asset values.